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TUNGLOK GROUP (NEED AT LEAST 900WORDS WITH 3 REFERENCES)
PESTEL analysis
· Consider developments, trends, indicative incidents, at all levels: global, regional, national
· Identify PESTEL clearly, and those that will impact firm
· Discuss possible impact on industry, and specifically on the firm itself
– In terms of opportunities & threats
– Direct &/or indirect
– How focuses might interact and impact firm
– Any current or foreseeable key developments, and what will be the impact?
Industry analysis (5 forces)
· Explain each and every force, why it is weak, strong or moderate
· Discuss any interconnectedness eg increased threat of entry may increase supplier bargaining power
· Discuss links between any of the 5 forces and the PESTEL forces eg social changes may increase threat of substitutes
· Overall future impact, in terms of opportunities and threats
26 Tai Seng Street #02-01, Singapore 534057
Tel: 62707998 Fax: 62727120 www.tunglok.com
Company Registraton No. 200005703N
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Annual Report 2013 I ended 31 march 2013
This annual report has been reviewed by the Company’s sponsor, SAC Capital Private Limited, for compliance with the relevant rules of the Singapore
Exchange Securities Trading Limited (“Exchange”). The Company’s Sponsor has not independently verified the contents of this annual report.
This annual report has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this annual
report, including the correctness of any of the statements or opinions made or reports contained in this annual report.
The details of the contact person for the Sponsor are: –
Name: Mr Ong Hwee Li (Registered Professional, SAC Capital Private Limited
)
Address: 1 Robinson Road, #21-02 AIA Tower, Singapore 048542
Tel: 6221 5590
Contents
Chairman’s Statement 2
Corporate Information 4
Historical Financial Summary
5
Board of Directors 6
Management Team 8
Corporate Governance Report 9
Report of the Directors
24
Statement of Directors 27
Independent Auditors’ Report 28
Statements of Financial Position 29
Consolidated Statement of Comprehensive Income 30
Statements of Changes in Equity 31
Consolidated Statement of Cash Flows 32
Notes to Financial Statements 35
Statistics of Shareholdings 84
Notice of 13th Annual General Meeting
86
Appendix to Notice of Annual General Meeting 90
Proxy Form 109
Chairman’s Statement
Dear Shareholders,
The financial year ended 31 March 2013 (“FY13”) was a challenging
year for Tung Lok Restaurants (2000) Ltd (“Tung Lok” or the “Group”).
The competitive landscape of the food and beverage (“F&B”)
industry in Singapore, manpower shortage, rising operating costs
due to inflation and cautious consumer spending had combined a
detrimental impact on the business and the financial results for the
year under review.
FINANCIAL PERFORMANCE
Revenue for FY13 decreased by S$5.1 million to S$81.5 million from
S$86.6 million for the year ended 31 March 2012 (“FY12”). This was
mainly due to closure of six outlets in FY12, a year when these same
outlets had contributed S$16.2 million to the Group’s revenue. Three
of these six outlets were key revenue contributors and were closed
as the premises had been earmarked for redevelopment. However,
this was partially offset by increase in revenue contributions by
new outlets opened during FY12 and FY13 as well as improved
performance from other existing outlets and catering sales.
Tung Lok has managed to maintain a gross profit margin of 71.6%
in FY13. However, gross profit decreased by S$3.6 million to S$58.4
million in FY13 from S$62.0 million in FY12, in line with the decline
in revenue.
The Group reported a net loss of S$3.6 million in FY13 compared to
a net loss of S$2.3 million in FY12. The bottom-line was impacted
by start-up costs incurred by five new outlets opened during FY12
and FY13 which are still in gestation period. The Group would have
reported a net loss of S$0.9 million if these five outlets had not been
included.
Administrative expenses, mainly related to manpower, declined by
S$0.8 million or 2% to S$30.1 million in FY13 from S$30.9 million
in FY12. The number of employees over the comparative periods
has been reduced by 14% due to the closure of several outlets and
ongoing manpower shortages. However, the average manpower cost
per head rose 14% in FY13 compared to FY12 due to increases in
salaries, foreign worker levies and Central Provident Fund rates.
Other operating expenses lowered by S$0.2 million or 0.5% to
S$34.6 million in FY13 from S$34.8 million in FY12, mainly due
to the S$0.3 million reduction in rental expenses resulting from the
closure of several outlets, the lower impairment loss of plant and
equipment by S$1.0 million and lower loss on disposal of plant and
equipment of S$0.2 million. These were offset by higher depreciation
expenses of S$0.8 million from acquisitions of new assets during
Tung Lok Restaurants (2000) Ltd Annual Report 20132
the year, higher credit card commissions of S$0.1 million, and
penalty of S$0.4 million arising from early lease termination.
Share of associates’ results has reversed from a loss of S$0.4
million in FY12 to a profi t due to improved performance of these
associates, while share of joint venture’s profi t increased 25% to
S$0.2 million.
The Group’s total assets increased by S$1.5 million to S$35.4
million in FY13 from S$33.9 million in FY12 mainly due to
increase in property, plant and equipment amounting to S$2.9
million, higher trade and other receivables of S$0.4 million,
offset by lower cash and bank balances of S$1.8 million.
Total liabilities increased by S$5.0 million to S$30.9 million in
FY13 from S$25.9 million in FY12 as a result of additional bank
borrowings of S$2.2 million, higher trade and other payables
of S$3.4 million, offset by decrease in deferred tax liabilities of
S$0.6 million.
Tung Lok’s cash and cash equivalents stood at S$9.3 million as
at 31 March 2013, S$1.9 million lower than S$11.2 million as
at 31 March 2012. The reduction of the cash and bank balance
is mainly due to lower sales revenue and higher cash outlays for
acquisition of plant and equipment for new outlets and offi ce in
FY13.
The Group registered loss per share of 2.26 Singapore cents in
FY13 compared to loss per share of 1.28 cents in FY12 while
net asset value per share decreased to 2.99 cents as at 31 March
2013 compared to 5.25 cents as at 31 March 2012.
OPERATIONS
As of 31 March 2013, the Group operated a total of 38 outlets
comprising 25 of the Group’s own restaurants, 7 at associate
or joint-venture level and 6 others under management. These
include the three newly opened outlets – Modern Asian Diner,
Tung Lok XiHe Peking Duck and Ming – Dine and Chill.
During the year under review, the Group won several Gold
Awards in the 7th World Championship of Chinese Cuisine 2012
organised by the highly regarded World Association of Chinese
Cuisine. Tong Le Private Dining was also awarded the Best New
Restaurant (Asian) in the G Restaurant Awards. Tung Lok also
won the Singapore Prestige Brand Award for Regional Brand
2012.
OUTLOOK AND FORWARD STRATEGY
Tung Lok expects the F&B industry to remain challenging both
locally and overseas, however, we believe that opportunities
will continue to present themselves. We will capitalise on our
strong brand name and solid experience to put it in good stead to
withstand the various challenges.
As we continue to strengthen our existing portfolio of restaurants
and expand prudently by increasing our global presence and
footprint through partnering with reputable international players,
we are also constantly seeking to improve operational effi ciency
and maintain high standards of service through innovations such
as e-menu ordering and continuous staff training.
We aim to create strong brand loyalty by delivering an unparalleled
customer service and dining experience to our patrons.
The Group intends to strengthen its catering businesses whereby
reliance in labour are lower, in response to rising costs and wages
and manpower shortage issues.
BOARD AND MANAGEMENT APPOINTMENTS
On 31 May 2013, Dr Tan Eng Liang, who is currently an
Independent Director and the Audit and Risk Committee
Chairman of the Company, was appointed as the Lead
Independent Director of the Company.
We would like to extend our gratitude to Mr Ricky Ng who
stepped down as Chief Operating Offi cer on 26 June 2013, for
his invaluable support and contributions during his tenure with
the Company. We wish him the best in his future endeavours as
he pursues other career opportunities.
ACKNOWLEDGEMENTS AND APPRECIATION
On behalf of the directors, I would like to thank the management
and staff for their commitment and hard work. I extend my sincere
appreciation to all our valued shareholders, bankers, customers,
partners and colleagues for your continuing support.
Andrew Tjioe
Executive Chairman
27 June 2013
Annual Report 2013 Tung Lok Restaurants (2000) Ltd 3
Corporate Information
BOARD OF DIRECTORS
Mr Tjioe Ka Men
Executive Chairman
Ms Tjioe Ka In
Executive Director
Dr Ker Sin Tze
Independent Director
Dr Tan Eng Liang
Lead Independent Director
Mr Ch’ng Jit Koon
Independent Director
Mr Wee Kheng Jin
Non-Independent and Non-Executive
Director
Mr Goi Seng Hui
Non-Independent and Non-Executive
Director
AUDIT AND RISK COMMITTEE
Dr Tan Eng Liang (Chairman)
Dr Ker Sin Tze
Mr Ch’ng Jit Koon
Mr Wee Kheng Jin
Mr Goi Seng Hui
NOMINATING COMMITTEE
Dr Ker Sin Tze (Chairman)
Dr Tan Eng Liang
Mr Ch’ng Jit Koon
Mr Goi Seng Hui
Mr Tjioe Ka Men
REMUNERATION COMMITTEE
Mr Ch’ng Jit Koon (Chairman)
Dr Tan Eng Liang
Dr Ker Sin Tze
Mr Wee Kheng Jin
COMPANY SECRETARY
Chan Wai Teng Priscilla
REGISTERED OFFICE
1 Sophia Road #05-03
Peace Centre
Singapore 228149
Tel: 6337 1712
Fax: 6337 4225
SHARE REGISTRAR AND SHARE TRANSFER OFFICE
M & C Services Private Limited
112 Robinson Road #05-01
Singapore 068902
AUDITORS
Deloitte & Touche LLP
6 Shenton Way Tower Two #32-00
Singapore 068809
Partner in charge: Cheng Ai Phing
Date of appointment: 23 July 2010
PRINCIPAL BANKERS
United Overseas Bank Ltd
Standard Chartered Bank
The Hong Kong and Shanghai Banking Corporation Limited
Development Bank of Singapore Limited
Tung Lok Restaurants (2000) Ltd Annual Report 20134
Historical Financial Summar
y
OPERATING RESULTS FOR THE GROUP
S$’000 FY2009
Restated*
FY2010 FY2011 FY2012 FY2013
Turnover 73,428 81,343 94,304 86,640 81,545
Profit/(Loss) before tax and share of profit/(loss) of joint ventures
& associates
228 1,416 4,294 (1,883) (4,515)
Share of profit/(loss) of joint ventures & associates (2,481) (136) 394 (265) 190
Taxation (323) (555) (748) (163) 717
Profit/(Loss) after taxation but before non-controlling interests (2,576) 725 3,940 (2,311) (3,608)
Profit/(Loss) attributable to owners of the company (2,685) 650 4,060 (1,795) (3,169)
FINANCIAL POSITION FOR THE GROUP
S$’000 31 Mar
2009
Restated*
31 Mar
2010
31 Mar
2011
31 Mar
2012
31 Mar
2013
Property, plant and equipment 11,194 13,639 12,103 14,872 17,773
Other intangible asset 52 32 12 – –
Goodwill on consolidation 204 – – – –
Current assets 13,808 20,246 22,467 15,769 15,003
Other non-current assets 1,976 2,168 3,051 3,227 2,631
Total assets 27,234 36,085 37,633 33,868 35,407
Current liabilities 18,608 23,421 21,837 18,990 24,302
Non-current liabilities 2,634 5,916 5,375 6,918 6,669
Shareholders’ equity 4,855 5,714 9,862 7,342 4,179
Non-controlling interests 1,137 1,034 559 618 257
Total liabilities and equity 27,234 36,085 37,633 33,868 35,407
NTA per share (cents) 3.29 4.06 7.04 5.24 2.99
NOTE
* The restated financials in 2009 was due to the implementation of INT FRS 113 – Customer Loyalty Programmes in 2010.
Annual Report 2013 Tung Lok Restaurants (2000) Ltd 5
Board of Directors
ANDREW TJlOE KA MEN was appointed to the Board on 28
September 2000, and is a Member of the Nominating Committee.
In July 2006, he was appointed as Executive Chairman, and
continues to spearhead the Group’s overall direction. He founded
Tung Lok Shark’s Fin Restaurant Pte Ltd in 1984. He has since
established a chain of reputable restaurants in Singapore,
Indonesia, Japan, China and India, and continues to lead the
Group from strength to strength.
In 2006, Mr Tjioe was named the Hospitality Entrepreneur of the
Year in the Hospitality Asia Platinum Awards Singapore Series
2006-07. In 2008, he was honoured with the International Star
Diamond Lifetime Achievement Award from the New York-based
American Academy of Hospitality Sciences, which is regarded as
the ‘Oscars’ of the service sector. At the World Gourmet Summit
Awards of Excellence 2011, Mr Tjioe was named Restaurateur of
the Year (Regional Category). He was the winner of Ernst & Young’s
Entrepreneur Of The Year Award 2011 (Lifestyle category), and
also the recipient of the Epicure Excellence Award 2013.
Mr Tjioe is currently the President of the Restaurant Association of
Singapore (RAS); a member of the Board of Directors of the SHATEC
Institute, which is the educational institute of the Singapore
Hotel Association (SHA); as well as a committee member of the
Franchising and Licensing Association of Singapore.
Mr Tjioe is a graduate in Business Administration from Oklahoma
State University, USA.
TJIOE KA IN was appointed to the Board on 1 March 2001 and
was last re-elected on 30 July 2012. She joined Tung Lok Group
in 1988 and is currently the Executive Director of the Group. Her
primary responsibilities include strategic planning and ensuring
smooth operations of Tung Lok restaurants.
Ms Tjioe is instrumental in the operations of Tung Lok’s Central
Kitchen, which concentrates on the production of gourmet dim
sum and snacks for both local and export markets, premium
mooncakes and festive goodies such as nian gao and Chinese
pastries. Her responsibilities include product development and
planning. Ms Tjioe is also a certified trainer in several industry
related courses and contributes actively towards industry training.
Ms Tjioe holds a Bachelor of Science Degree in Hotel and
Restaurant Management from Oklahoma State University, USA.
She is presently a member of the Ulu Pandan Community Club
Management Committee.
DR TAN ENG LIANG was appointed as an Independent Director
of our Company on 1 March 2001 and was last re-appointed
on 30 July 2012. He is the Chairman of the Audit and Risk
Committee and also a Member of the Nominating Committee
and Remuneration Committee. Dr Tan was appointed the Lead
Independent Director on 31 May 2013. Dr Tan was a Member
of Parliament from 1972 to 1980, the Senior Minister of State for
National Development from 1975 to 1978 and Senior Minister
of State for Finance from 1978 to 1979. He also served as the
Chairman of the Urban Redevelopment Authority, Singapore
Quality & Reliability Association and the Singapore Sports
Council. Dr Tan has a Doctorate from Oxford University, England.
Dr Tan was awarded the Public Service Star (BBM), Public Service
Star (BAR) and the Meritorious Service Medal by the Singapore
Government. Dr Tan is also a director of the following public listed
companies: Sunmoon Food Company Ltd, Progen Holdings Ltd,
Sapphire Corporation Limited, United Engineers Ltd, Hartawan
Holdings Limited, HG Metal Manufacturing Limited and UE E&C
Limited.
DR KER SIN TZE was appointed as an Independent Director
on 1 March 2001 and was last re-elected on 29 July 2011. He
will seek re-election at the forthcoming Annual General Meeting.
He is the Chairman of the Nominating Committee, and also a
Member of the Audit and Risk Committee and Remuneration
Committee. He holds a Bachelor of Commerce degree from
Nanyang University, M.A. (Economics) and Ph.D (Economics)
degree from the University of Manitoba, Canada. He lectured at
the then University of Singapore from 1974 to 1980. He joined
Liang Court Pte Ltd as Managing Director in 1980 until September
1991. In September 1990, he was appointed as the Executive
Chairman of Superior Multi-Packaging Limited (formerly known
as Superior Metal Printing Limited), a public listed company. In
August 1991, Dr Ker was elected to Parliament. He resigned from
Liang Court Pte Ltd and Superior Multi-Packaging Limited at the
end of 1991 to take up his appointment as Minister of State for
Information and the Arts and Minister of State for Education in
January 1992. He resigned from his government posts and returned
to the private sector in September 1994. He served as Member
of Parliament (1991-2001), Trade Representative of Singapore in
Taipei (2002-2007) and Consul-General of Singapore Consulate
in Hong Kong (2008-2012).
Tung Lok Restaurants (2000) Ltd Annual Report 20136
CH’NG JIT KOON was appointed as an Independent Director
of our Company on 20 December 2002 and was last re-appointed
on 30 July 2012. He is the Chairman of the Remuneration
Committee and is also a Member of the Audit and Risk Committee
and the Nominating Committee. Mr Ch’ng also serves in several
other public listed companies in Singapore such as Pan–United
Corporation Ltd, Ho Bee Investment Limited, Progen Holdings
Ltd and Santak Holdings Limited. Mr Ch’ng was a Member
of Singapore Parliament from 1968 to 1996. He was holding
the post of Senior Minister of State when he retired in January
1997. Mr Ch’ng currently serves in several voluntary community
organizations.
WEE KHENG JIN was appointed as a Non-Executive Director
of our Company on 1 September 2010 and was last re-elected on
30 July 2012. He is a Member of the Audit and Risk Committee
and Remuneration Committee. Mr Wee is currently an Executive
Director of Far East Organization. He holds a Bachelor of
Accountancy from the University of Singapore. Prior to joining
Far East Organization in February 2000, he worked in various
positions in Citigroup for 16 years including several years as
its Country Financial Controller and board member of Citicorp
Investment Bank Singapore Limited. He is currently on the board
of Yeo Hiap Seng Limited and Parkson Retail Asia Limited. He also
holds directorship in several other private companies involved in
real estate related activities and hospitality services.
GOI SENG HUI was appointed as a Non-Executive Director
of our Company on 23 June 2011 and was last re-elected
on 29 July 2011. He will seek re-election at the forthcoming
Annual General Meeting. He is a Member of the Audit and Risk
Committee and Nominating Committee. Mr Goi is currently
the Executive Chairman of Tee Yih Jia Group (a global food and
beverage group with operations in Singapore, Malaysia, USA,
Europe and China), and Yangzhou Junhe Real Estate Group (a
growing property development company in China). Apart from
these core businesses, Mr Goi has investments across a range of
listed and private entities in numerous industries, such as food
and beverage, consumer essentials, recycling, mobile and web
solutions, distribution and logistics. Mr Goi also serves on the
board of other Mainboard-listed companies – as Non-Executive
Chairman of GSH Corporation Limited, Vice-Chairman of Super
Group Limited, Vice-Chairman of Etika International Holdings
Ltd, and Vice-Chairman of JB Foods Limited.
Mr Goi is also the Enterprise 50 Club’s Honorary Past President
and Vice Chairman of IE Singapore’s “Network China” Steering
Committee, Regional Representative for Fuzhou City and Fujian
Province, council member of the Singapore-Zhejiang Economic
& Trade Council, as well as Senior Consultant to Su-Tong Science
& Technology Park. He is currently the Honorary Chairman for the
International Federation of Fuqing Association, and a member of
the Singapore University of Technology and Design (SUTD) Board
of Trustees, and Chairman of Dunman High School Advisory
Committee and Ulu Pandan Citizens Consultative Committee.
Annual Report 2013 Tung Lok Restaurants (2000) Ltd 7
Management Team
TIONG HENG TEE
Chief Financial Officer
Heng Tee, a Certified Public Accountant with The Institute of
Certified Public Accountants of Singapore (ICPAS), joined the
Group in 2012. Armed with more than 16 years of post-graduation
experience in both private and public-listed companies in
Singapore, he is responsible for providing strategic direction for
the finance team and oversees all key financial matters of the
Group. Heng Tee holds a Bachelor of Accountancy from Nanyang
Technological University of Singapore.
JOCELYN TJIOE
Senior Vice President, Administration
A diploma graduate in Business Studies from Ngee Ann
Polytechnic, Jocelyn is armed with many years of experience in
purchasing and administration. In her current capacity as Senior
Vice President, Jocelyn ensures the constant and prompt supply
of quality products and materials crucial to the operations of the
restaurants. She also oversees the Administrative function of the
Group.
VINCENT PHANG
Senior Vice President, Event and Catering
Vincent joined the Group in 1998. With a career spanning of 26
years, he had worked in various hotels from Boulevard Hotel to
Le Meridien Singapore, as well as Fort Canning Country Club. In
his current capacity, Vincent is responsible for the overall event
and catering operations of the Group. A graduate from SHATEC,
he also holds various certificates from the American Hotels &
Motels Association, Premier Sales & Marketing for hospitality
professionals from Asia Connect & HSMAI Asia Pacific and
‘More Sales Thru Service Excellence’ from the Marketing Institute
of Singapore. At the Singapore Excellent Service Award 2004
organised by Spring Singapore and Singapore Tourism Board,
Vincent was presented with the Star Award for his outstanding
contribution and commitment to providing top quality service.
CAROLYN TAN
Senior Vice President, Marketing & Corporate Communications
Carolyn joined the Group in 2002 as Marketing Communications
Manager. Armed with years of experience in the marketing
communications field, mainly from the hotel industry, her past
employments include top hotel chains such as Westin, Hyatt,
Holiday Inn, Raffles and Millennium & Copthorne International.
In 2003, she was promoted to Director of Marketing, and in
2007, was appointed Vice President – Marketing & Corporate
Communications. In her current capacity as Senior Vice
President, she is in charge of the Marketing, Communications,
Loyalty Programme, and Graphics Design teams, spearheading
the marketing, promotional, public relations, and membership
activities of the Group. She is also responsible for strategising
plans to maintain the corporate and brand identity of the Group,
as well as handling Special Projects. Carolyn holds a Bachelor of
Arts in Mass Communications from the Royal Melbourne Institute
of Technology.
CHUA POH YORK
Senior Vice President, Operations
Poh York joined the Group in 1985 as Assistant Manager of Tung
Lok Restaurant. Subsequently, she became General Manager
of Paramount Restaurant in 1993. In her current capacity as
Senior Vice President, Operations, she manages and oversees
the daily operations of Tung Lok Seafood and Shin Yeh, as well
as spearheads the implementation of the 5-S system to improve
workplace organization in the Group’s restaurants, and mentoring
younger managers.
SHERINE TOH
Senior Vice President, Human Resource & Training
Sherine joined the Group in 2012 taking care of Human Resource
and Training. She brought along with her more than 20 years
of experience in the professional field of Human Resource
and People Development. Prior to joining the Group, her past
employers include City Developments Limited, Jurong Port, and
The Singapore Technologies Group. A veteran in human resource,
strategic planning and organisation development; she has rich
experience and strength in the human capital practices. Sherine
holds a Bachelor of Commence degree by National University of
Ireland and a Master of Science in Human Resource Management
conferred by The Rutgers, State University of New Jersey.
WOODY ACHUTHAN
Senior Vice President, Customer Relationship
Woody re-joined the Group in April 2013 handling customer
relationship management and service excellence. Prior to
joining the Group, he was with United Airlines as its Onboard
Services-Chief Purser and Instructor based in Singapore. During
his fifteen years’ service with United Airlines, he taught trainees
on service excellence, food and beverage presentation skills,
onboard marketing, and product offering, amongst other training
programmes. His personal achievements include the “Five Star
Diamond Award”, “Most Valuable Player Corporate Award”, as
well as Employee of the Year 1998.
Tung Lok Restaurants (2000) Ltd Annual Report 20138
Corporate Governance Report
TUNG LOK RESTAURANTS (2000) LTD (the “Company”) is committed to ensure and maintain a high standard of corporate
governance with a view of enhancing corporate transparency and safeguarding interests of the shareholders, and seeks to comply
with the Code of Corporate Governance 2005 (the “Code”) wherever feasible. The Company is reviewing the recent revisions to the
Code as issued by the Monetary Authority of Singapore on 2 May 2012 and will take steps to comply with the revised Code, where
applicable. This report describes the corporate governance framework and practices of the Company for the financial year ended
31 March 2013 (“FY 2013”) with specific reference made to the principles and guidelines of the Code.
Principle 1: The Board’s Conduct of Affairs
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.
Guidelines of the Code Tung Lok’s Corporate Governance practices
1.1 The Board’s role The Board is accountable to the shareholders and oversees the overall management of the business
and affairs of the Group, including providing leadership and supervision to the management of the
Group so as to protect and enhance long-term value and returns for its shareholders.
Besides carrying out its statutory responsibilities, the Board’s principal responsibilities include:
(1) guide the formulation of strategic directions, financial plans and major corporate policies;
(2) monitor and review Group’s financial and operating performance;
(3) oversee the process of evaluating adequacy of internal controls (comprising internal financial
controls, operational and compliance controls) and risk management policies and systems;
(4) approve major investment and divestment proposals, material acquisitions and disposals of
assets (exceeding S$200,000/-), corporate or financial restructuring and share issuances;
(5) assume responsibilities for good corporate governance practices; and
(6) approve the release of the financial results and annual report of the Group to shareholders.
1.2 Board to objectively take
decisions in the interests of the
Company
The Board is obliged to act in good faith and objectively take decisions in the interest of the
Company.
1.3 Delegation of authority
on certain Board matters
To facilitate effective management, certain functions have been delegated to various Board
Committees, namely the Nominating Committee (“NC”), Remuneration Committee (“RC”) and
Audit and Risk Committee (“ARC”), each of which has its own defined scope of duties and written
terms of reference setting out the manner in which it is to operate. The Chairman of the respective
Committees will report to the Board the outcome of the committee meetings. Minutes of the
Board Committee meetings are made available to all Board members. The terms of reference and
composition of each Board Committee can be found in this report. The effectiveness of each Board
Committee is also constantly reviewed by the Board.
1.4 Board to meet regularly The Board conducts regular scheduled meetings. Additional or ad-hoc meetings are convened in
circumstances deemed appropriate by the Board members. Board papers incorporating sufficient
information from management are forwarded to the Board Members in advance of a Board Meeting
to enable each member to be adequately prepared.
The Company’s Articles of Association (the “Article”) allow a board meeting to be conducted by way
of tele-conference or by means of a similar communication equipment through which all persons
participating in the meeting can communicate with each others simultaneously and instantaneously.
At the Board meeting, the directors are free to discuss and openly challenge the views presented by
Management and the other directors.
In lieu of physical meetings, written resolutions are circulated for approval by members of the Board.
The frequency of meetings and attendance of each director at every board and board committee
meeting for the financial year ended 31 March 2013, are disclosed below:-
Annual Report 2013 Tung Lok Restaurants (2000) Ltd 9
Corporate Governance Report
ATTENDANCE AT BOARD & BOARD COMMITTEE MEETINGS
Board Audit Nominating Remuneration
Directors
No. of
Meetings Attendance
No. of
Meetings Attendance
No. of
Meetings Attendance
No. of
Meetings+ Attendance
Tjioe Ka Men 4 4 NA NA 1 1 NA NA
Tjioe Ka In 4 4 NA NA NA NA NA NA
Tan Eng Liang # 4 4 4 4 1 1 1 1
Ker Sin Tze 4 4 4 4 1 1 1 1
Ch’ng Jit Koon * 4 4 4 4 1 1 1 1
Goi Seng Hui 4 3 4 3 1 1 NA NA
Wee Kheng Jin 4 4 4 4 NA NA 1 1
NA – not applicable.
# Dr Tan Eng Liang was appointed as Lead Independent Director on 31 May 2013.
* Mr Ch’ng Jit Koon (“Mr Ch’ng”), an Independent Non-Executive Director, who retires at the conclusion of the AGM to be held on 30 July
2013 pursuant to Section 153(6) of the Companies Act, Cap. 50, and although eligible, has indicated that he is not offering himself for re-
appointment. Accordingly, Mr Ch’ng shall ipso facto cease as the Chairman of the Remuneration Committee and a member of the Audit &
Risk Committee and Nominating Committee. The Board is currently actively sourcing for an Independent Non-Executive Director to fill the
vacancies in the Board and the respective committees which will arise following Mr Ch’ng’s retirement.
1.5 Matters requiring Board
approv
al
Matters which are specifically reserved for decision by the full Board include those involving
material acquisitions and disposals of assets, corporate or financial restructuring and share issuance,
interim dividends and other returns to shareholders, and substantial transactions which have a
material effect on the Group. Specific Board approval is required for any investments or expenditure
exceeding S$200,000/-.
1.6 and 1.7 Directors to
receive appropriate training;
Formal letter to be provided
to directors, setting out
duties and obligations upon
appointment
New directors, upon appointment, are briefed on the Group’s structure, businesses, governance
policies and regulatory issues. The Executive Chairman ensures that Board members are provided
with complete, adequate and timely information on a regular basis to enable them to be fully
cognizant of the affairs of the Group.
From time to time, the Company’s internal and external auditors, legal advisors, financial advisors
and the Company Secretary will advise the directors or if necessary, conduct briefings to the
directors on relevant regulations, new accounting standards and corporate governance practices
as well as updates on any changes in the Companies Act and the Singapore Exchange Securities
Trading Limited (“SGX-ST”) Listing Manual. Directors also have the opportunities to visit the Group’s
operation facilities in order to have a better understanding of its business operations.
1.8 First-time directors to
receive training in areas such
as accounting, legal and
industry specific knowledge
The Company has available budget for directors to receive further relevant training in connection
with their duties. Relevant courses include programmes conducted by the Singapore Institute of
Directors or other training institutions. Directors and senior executives are encouraged to undergo
relevant training to enhance their skills and knowledge, particularly on new laws and regulations
affecting the Group’s operations.
Principle 2: Board Composition and Balance
There should be a strong and independent element on the Board, which is able to exercise objective judgment on corporate affairs
independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the
Board’s decision making.
Tung Lok Restaurants (2000) Ltd Annual Report 201310
Corporate Governance Report
2.1 Independent directors
to make up one-third of the
Board
The Board comprises seven (7) directors, of whom two (2) are executive directors, three (3) are
independent and non-executive directors and two (2) are non-independent and non-executive
directors. As at the date of this report, the Board comprises the following members:
– Mr Tjioe Ka Men (Executive Chairman)
– Ms Tjioe Ka In (Executive Director)
– Dr Tan Eng Liang (Independent and Non-Executive Director)
– Dr Ker Sin Tze (Independent and Non-Executive Director)
– Mr Ch’ng Jit Koon (Independent and Non-Executive Director)
– Mr Wee Kheng Jin (Non-independent and Non-Executive Director)
– Mr Goi Seng Hui (Non-independent and Non-Executive Director)
Currently, the Board has a strong and independent element as three out of seven board members
(or 43%) are independent. This enables the Board to exercise independent judgement on corporate
affairs and provide Management with a diverse and objective perspective on issues.
2.2 Board to explain when
it deems a non-independent
director as independent
The independence of each director is reviewed annually by the NC. The NC adopts the Code’s
definition of what constitutes an independent director in its review and is of the view that the
independent directors are independent of the Company’s management and further no individual or
small group of individuals dominate the Board’s decision making process.
2.3 Appropriate size of Board The size and composition of the Board are reviewed from time to time by the NC to ensure that the
size of the Board is conducive to effective discussion and decision-making and that the Board has an
appropriate balance of independent directors. The Board is of the view that the current board size
and composition is appropriate, taking into account the nature and scope of the Group’s operations
and the Board as a whole.
2.4 Board to comprise
directors with core
competencies
The Board comprises respected individuals from different backgrounds and who as a group provides
core competencies, such as business management experience, industry knowledge, financial and
strategic planning experience and customer-based knowledge that are extensive and critical to
meet the Group’s objectives. Together, the directors bring a wide and diverse range of experiences
that will provide effective governance and stewardship for the Group. Please refer to the “Board of
Directors” section of the Annual Report for the directors’ profile.
2.5 Role of non-executive
directors
The Board comprises five non-executive directors who review management’s performance and monitor
the reporting of performance. They constructively challenge and help develop proposals on strategy.
2.6 Meetings of non-
executive directors
Where warranted, non-executive directors meet without the presence of management or executive
directors to review any matter that may be raised privately.
Principle 3: Chairman and Chief Executive Officer (“CEO”)
There should be a clear division of responsibilities at the top of the company – the working of the Board and the executive
responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual
represents a considerable concentration of power.
3.1 Chairman and CEO
should be separate persons;
division of responsibilities
should be clearly established
Mr Tjioe Ka Men is the Executive Chairman of the Company. He manages the overall business of
the Group and is responsible for setting the strategic direction and vision of the Group. Mr Tjioe
bears the responsibility for the workings of the Board and, together with ARC, ensures the integrity
and effectiveness of the governance process of the Board. All major financial decisions made by him
are also reviewed by the ARC. Mr Tjioe’s performance and appointment to the Board are reviewed
periodically by the NC and his remuneration package is governed by the recommendation of the
RC. As there is a sufficiently strong independent element on the Board to enable independent
exercise of objective judgment on corporate affairs of the Group by members of the Board, the
Board believes that there are adequate safeguards in place against an uneven concentration of
power and authority in a single individual.
The Board is of the view that, given the scope and nature of the operations of the Group and
the strong element of independence of the Board, it is not necessary to separate the functions of
Executive Chairman and Chief Executive Officer.
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3.2 Chairman’s role Mr Tjioe Ka Men’s duties as Executive Chairman includes:
(1) Leading the Board to ensure its effectiveness on all aspects of its role and set its agenda;
(2) Ensuring that the directors receive accurate, timely and clear information;
(3) Ensuring effective communication with the shareholders;
(4) Encouraging constructive relations between the Board and Management;
(5) Facilitating the effective contribution of non-executive directors;
(6) Encouraging constructive relations between executive directors and non-executive directors;
and
(7) Promoting high standards of corporate governance and ensuring that procedures are
introduced to comply with the Code.
3.3 Appointment of lead
independent director (“LID”)
where the Chairman and
CEO is the same person,
Chairman and CEO are
related by close family ties
or where the Chairman and
CEO are both part of the
executive management team
Dr Tan Eng Liang, who is currently an Independent Non-Executive Director, the Chairman of the
Audit and Risk Committee and a member of the Nominating and Remuneration Committees of the
Company, was appointed as the Lead Independent Director on 31 May 2013.
Principle 4: Board Membership
There should be a formal and transparent process for the appointment of new directors to the Board.
4.1 NC to comprise
at least three directors,
majority of whom are
independent; NC Chairman
not associated with a
substantial shareholder; NC
should have written terms
of reference that describe
the responsibilities of its
members
The Company’s NC comprises of five directors (including the Chairman of the NC) of whom three
are independent and non-executive directors, one is an executive director and one is a non-
independent and non-executive director as follows:
– Dr Ker Sin Tze (Chairman)
– Dr Tan Eng Liang
– Mr Ch’ng Jit Koon
– Mr Tjioe Ka Men
– Mr Goi Seng Hui
The Chairman of the NC is not associated with any of the substantial shareholders of the Company.
The responsibilities of the NC are described in its written terms of reference. The NC’s principal
responsibilities include the following:-
(1) make recommendations to the Board on all Board appointments;
(2) propose to re-nominate existing directors, having regard to the directors’ contribution and
performance (e.g. attendance, preparedness, participation and candour) including, if
applicable, as an independent director;
(3) assess annually whether or not a director is independent;
(4) assess whether or not a director, who has multiple board representations, is able to and has
been adequately carrying out his duties as a director;
(5) propose objective performance criteria to evaluate the Board’s performance, subject to the
approval of the Board; and
(6) assess the effectiveness of the Board as a whole and the contribution by each individual
director to the effectiveness of the Board, and to decide how the Board’s performance may be
evaluated.
4.2 NC responsible for re-
nomination of directors; all
directors should be required
to submit themselves for re-
nomination and re-election
at regular intervals and at
least every three years
The NC recommends re-appointments of directors to the Board.
In accordance with Article 91 and 97 of the Company’s Articles of Association, all directors (except
a Managing Director) shall retire from office once at least in each three years by rotation and all
newly appointed directors will have to retire at the next Annual General Meeting (“AGM”) following
their appointments. The retiring directors are eligible to offer themselves for re-election.
Tung Lok Restaurants (2000) Ltd Annual Report 201312
Corporate Governance Report
The NC has nominated the directors retiring by rotation, Dr Ker Sin Tze and Mr Goi Seng Hui, for
re-election pursuant to Article 91 and the re-appointment of Dr Tan Eng Liang pursuant to Section
153(6) of the Companies Act, Cap. 50 at the forthcoming AGM. These nominations have been
approved by the Board.
Mr Ch’ng Jit Koon (“Mr Ch’ng”), an Independent Non-Executive Director, who retires at the
conclusion of the AGM to be held on 30 July 2013 pursuant to Section 153(6) of the Companies
Act, Cap. 50, and although eligible, has indicated that he is not offering himself for re-appointment.
Accordingly, Mr Ch’ng shall ipso facto cease as the Chairman of RC and a member of ARC and
NC. The Board is currently actively sourcing for an Independent Non-Executive Director to fill
the vacancies in the Board and the respective committees which will arise following Mr Ch’ng’s
retirement.
In considering the nomination, the NC took into account the contribution of the directors with
reference to their attendance and participation at Board and other Board committee meetings as well
as the proficiency with which they have discharged their responsibilities.
4.3 NC to determine
directors’ independence
annually
The NC has reviewed the independence of each director in accordance with the Code’s definition of
independence and is satisfied that 43% of the Board comprised independent directors.
4.4 NC to decide if a
director who has multiple
board representations
is able to and has been
adequately carrying out his/
her duties as a director of the
company. Internal guidelines
should be adopted that
address the competing time
commitments that are faced
when directors serve on
multiple board
Notwithstanding that some of the directors have multiple board representations, the NC is satisfied
that each director is able to and has been adequately carrying out his duties as director of the
Company. The Board is of the view that such multiple board representations did not hinder them
from carrying out their duties as directors. These directors would widen the spectrum of experience
of the Board and give it a broader perspective.
4.5 Description of
process for selection
and appointment of new
directors, including the
search and nomination
process, should be disclosed
The search and nomination process for new directors, if any, will be through search companies,
contacts and recommendations to cast its net as wide as possible for the right candidate. The NC
determines the selection criteria in consultation with the Board and identifies candidates with the
appropriate expertise and experience for the appointment as new director. The NC will shortlist
candidates for interview before nominating the most suitable candidate to the Board for approval.
4.6 Key information
regarding directors should
be disclosed in the annual
report of the Company
Other key information of the directors who held office during the year up to the date of this report
are disclosed in the “Board of Directors” section of the Annual Report.
Principle 5: Board Performance
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.
5.1 Board to implement
process to assess board
performance as a whole and
for assessing the contribution
by each individual director
to the effectiveness of the
Board. Assessment process
should be disclose in the
annual report
The NC has established review process to assess the performance and effectiveness of the Board as
a whole as well as to access the contribution of each individual directors to the effectiveness of the
Board.
The NC will critically evaluate the Board’s performance on collective and individual basis by means
of questionnaires that deal with matters such as development of strategy, information to the board,
board procedures, board accountability and the standards of conduct etc. The objective of the
performance evaluation exercise is to uncover strengths and challenges so that the Board is in a
better position to provide the required expertise and oversight.
Annual Report 2013 Tung Lok Restaurants (2000) Ltd 13
Corporate Governance Report
5.2 and 5.3 NC should decide
how the Board’s performance
may be evaluated and propose
objective performance
criteria; Performance criteria
should address how the
Board has enhanced long
term shareholders’ value and
should consider company’s
share price performance and
benchmark index of industry
peers
The NC has conducted a formal assessment of the effectiveness of the Board on collective
and individual basis for the financial year ended 31 March 2013. The NC is satisfied with the
effectiveness of the Board as a whole and also the contribution by each director to the effectiveness
of the Board. The Board, as a group, also possesses the necessary core competencies to direct the
Company and Management to perform efficiently and effectively.
5.4 Individual evaluation to
assess directors’ effectiveness
in contributions and
commitment to the role;
Chairman should act on the
results of the performance
evaluation, and where
appropriate, propose new
members to be appointed
to the Board or seek the
resignation of directors, in
consultation with the NC
NC, in considering the re-election or re-appointment of any director, will evaluate the performance
of the director. The assessment of each director’s performance is undertaken by the NC Chairman.
The criteria for assessment include but not limited to attendance record at meetings of the Board
and board committees, intensity of participation at meetings, quality of discussions, maintenance of
independence and any special contributions.
5.5 Other performance
criteria may be used
The financial indicators including return on total assets (“ROTA”), return on equity (“ROE”), return
on investment (“ROI”) and economic value added (“EVA”) as set out in the Code as a guide for
the evaluation of the Board and its directors, may not be appropriate as these are more of a
measurement of Management’s performance and therefore less applicable to directors.
Principle 6: Access To Information
In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information prior to
Board meetings and on an on-going basis.
6.1 Board members to be
provided with complete
and adequate information
in timely manner; Board
to have separate and
independent access to the
senior management
Board members are provided with adequate and timely information prior to Board meetings and
committee meetings, and on an on-going basis. Requests for information from the Board are dealt
with promptly by Management. Board interaction with, and independent access to, the Management is
encouraged. Whenever necessary, senior management staff will be invited to attend the Board meetings
and committee meetings to answer queries and provide detailed insights into their areas of operations.
The Board is informed of all material events and transactions as and when they occur.
6.2 To include background
and explanatory information
The Board is provided with quarterly management reports, and papers containing relevant
background or explanatory information required to support the decision making process on an on-
going basis.
Proposals to the Board for decision or mandate sought by management are in the form of memo or
board papers that give the facts, analysis, resources needed, expected outcome, conclusions and
recommendations.
However, sensitive matters may be tabled at the meeting itself or discussed without papers being
distributed.
6.3 Directors to have access
to Company Secretary; Role
of Company Secretary
The Directors have separate and independent access to senior management and the Company
Secretary. The Company Secretary attends all Board and ARC meetings of the Company. The
Company Secretary also assists the Chairman and the Board to ensure that Board procedures are
followed and that applicable rules and regulations (in particular the Companies Act, Cap. 50 and
SGX-ST Listing Manual Section B: Rules of Catalist (“Rules of Catalist”) are complied with.
Tung Lok Restaurants (2000) Ltd Annual Report 201314
Corporate Governance Report
6.4 Appointment and
removal of the Company
Secretary should be a matter
for the Board as a whole
The appointment and removal of the Company Secretary are subject to the Board’s approval.
6.5 Procedure for directors,
in the furtherance of their
duties, to take independent
professional advice, if
necessary, at the company’s
expense
The directors, whether as a group or individually, may seek or obtain legal and other independent
professional advice, concerning any aspect of the Group’s operations or undertakings in order to
fulfill their roles and responsibilities as directors. The cost of obtaining such professional advice will
be borne by the Company.
Principle 7: Procedures for Developing Remuneration Policies
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.
7.1 RC to consist entirely
of non-executive directors.
Majority including RC
Chairman should be
independent
7.2 RC to recommend
a framework of
remuneration for each
director and the CEO;
Recommendations
should be submitted for
endorsement by the entire
Board; RC to review
remuneration of senior
management
The RC comprises four members, of whom three (3) are independent and non-executive directors and
one (1) is a non-independent and non-executive director. The members of the RC are:-
– Mr Ch’ng Jit Koon (Chairman)
– Dr Tan Eng Liang
– Dr Ker Sin Tze
– Mr Wee Kheng Jin
The RC is regulated by its terms of reference. The duties of the RC include the following:-
(a) to review and recommend to the Board in consultation with management and the Chairman of
the Board:-
(i) a framework of remuneration and to determine the specific remuneration packages and
terms of employment for each of the executive directors/key executives;
(ii) a framework of remuneration and specific remuneration packages for non-executive
directors; and
(iii) remuneration of employees related to the executive directors and controlling
shareholders of the Group.
(b) to recommend to the Board, in consultation with management and the Chairman of the Board,
the Executives’/Employees’ Share Option Schemes or any long term incentive schemes which
may be set up from time to time and to do all acts necessary in connection therewith.
(c) to carry out its duties in the manner that it deemed expedient, subject always to any regulations
or restrictions that may be imposed upon the RC by the Board of Directors from time to time.
7.2 RC should cover all
aspects of remuneration,
including but not limited
to director’s fees, salaries,
allowances, bonuses,
options, and benefits in
kind
The Company sets remuneration packages to ensure it is competitive and sufficient to attract, retain
and motivate Directors and key executives of the required experience and expertise to run the Group
successfully.
As part of its review, the RC shall ensure that:
(a) all aspects of remuneration, including director’s fees, salaries, allowances, bonuses, options and
benefits-in-kinds should be covered for each director and key executives;
(b) the remuneration packages should be comparable within the industry and comparable
companies and shall include a performance-related element coupled with appropriate
and meaningful measures of assessing individual executive directors’ and key executives’
performances; and
(c) the remuneration package of employees related to executive directors and controlling
shareholders of the Group are in line with the Group’s staff remuneration guidelines and
commensurate with their respective job scopes and levels of responsibilities.
No director is involved in deciding his own remuneration.
7.3 RC should seek expert
advice, if necessary
Where necessary, the RC shall seek expert advice inside and/or outside the company on remuneration
of all directors.
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Corporate Governance Report
Principle 8: Level and Mix of Remuneration
The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company
successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive
directors’ remuneration should be structured so as to link rewards to corporate and individual performance.
8.1 Package should align
executive directors’ interests
with shareholders’ interest;
Appropriate and meaningful
measures to assess executive
directors’ performance
In determining the level of remuneration, the RC shall:
• give due consideration to the Code’s principles and guidance notes on the level and mix of
remuneration so as to ensure that the level of remuneration is appropriate to attract, retain
and motivate directors needed to run the Company successfully;
• ensure that a proportion of the remuneration is linked to corporate and individual’s performance;
and
• ensure that the remuneration packages is designed to align interest of executive directors with
those of shareholders.
Annual review are carried out by the RC to ensure that the remuneration of the executive directors
commensurate with the Company’s and their performance, giving due regard to the financial and
commercial health and business needs of the Group. The performance of the Executive Chairman
is reviewed periodically by the RC and the Board. The Board will respond to any queries raised
at AGMs pertaining to such policies. Accordingly, it is the opinion of the Board that there is no
necessity for such policies to be approved by the shareholders.
8.2 Remuneration for non-
executive directors should
be appropriate to level of
contribution, effort, time
spent and responsibilities
The non-executive directors do not have any service contracts. They are paid a basic fee and
additional fees for serving on any of the Board Committees. The RC and Company ensures that
the non-executive directors are not over-compensated to the extent that their independence is
compromised. These fees are subject to approval by shareholders as a lump sum payment at the
Annual General Meeting of the Company.
8.3 and 8.6 Fixed
appointment period for
executive director stated in
service contract which should
not be excessively long or
with onerous removal clauses;
RC to review compensation
for early termination; Notice
period in service contracts
should be set at a period of six
months or less
The Company had entered into a service agreement (“Service Agreement”) with the Executive
Chairman, Mr Tjioe Ka Men.
The Service Agreement may be terminated by not less than 6 months’ notice in writing served by
either party and does not contain onerous removal clauses.
8.4 Long term incentive
schemes are generally
encouraged
The Company does not have any employee share option scheme or other long-term incentive
schemes for directors at the moment.
8.5 Company should
be aware of pay and
employment conditions
within the industry and in
comparable companies
when setting remuneration
packages
The Company shall review the pay and employment conditions within the industry and those of the
peer companies to ensure that directors and key executives are adequately remunerated.
Principle 9: Disclosure on Remuneration
Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for
setting remuneration in the company’s 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.
Tung Lok Restaurants (2000) Ltd Annual Report 201316
Corporate Governance Report
9.1 & 9.2 Remuneration of
directors and at least the
top 5 key executives (who
are not directors) should
be reported to shareholders
annually
Directors’ Remuneration
There are both fixed and variable components to executive directors’ remuneration. The variable
components are tied to Group performance.
A breakdown showing the level and percentage mix of each individual director’s remuneration paid/
payable for FY 2013 are as follows:
Remuneration
Band Salary & Fees
%
Performance
Related
Income/
Bonuses
%
Other Benefits
%
Total
Remuneration
%
Executive Directors
Tjioe Ka Men A 96 4 – 100
Tjioe Ka In B 96 4 – 100
Non-Executive Directors
Tan Eng Liang B 100 – – 100
Ker Sin Tze B 100 – – 100
Ch’ng Jit Koon B 100 – – 100
Wee Kheng Jin B 100 – – 100
Goi Seng Hui B 100 – – 100
Remuneration Band “A” = >S$250,000 but Remuneration Band “B” = Top 5 Key Executives
The remuneration of top five key executives (who are not directors of the Company) are set out No. of Executives
Below S$250,000 5
9.3 Disclose remuneration One key executive of the Company, Ms Jocelyn Tjioe Ka Lie, is the daughter of Zhou Yingnan 9.4 Details of employee The Company does not have any employee share scheme.
Annual Report 2013 Tung Lok Restaurants (2000) Ltd 17 Corporate Governance Report The Board should present a balanced and understandable assessment of the company’s performance, position and prospects.
10.1 Board’s responsibility The Board is accountable to the shareholders and is mindful of its obligations to furnish timely The Board provides shareholders with half-year and annual financial reports. Half-year results 10.2 Management should Management provides the executive directors with monthly financial reports. Weekly meetings are Management makes presentation to the Board on a quarterly basis on the financial performance of Principle 11: Audit & Risk Committee
The Board should establish an Audit & Risk Committee (“ARC”) with written terms of reference which clearly set out its authority 11.1 ARC should comprise at The ARC comprises five (5) non-executive directors, majority of whom including the Chairman, are – Dr Tan Eng Liang (Chairman) The profile of the ARC members is set in the Board of Directors Section of the Annual Report.
11.2 Board to ensure ARC The Board considers that the members of the ARC are qualified to discharge the responsibilities of 11.3 ARC to have explicit The ARC is authorised by the Board to investigate into any activity within its terms of reference. It Tung Lok Restaurants (2000) Ltd Annual Report 201318 Corporate Governance Report by circumstances, to perform the following functions:-
(1) review significant financial reporting issues and judgements; systems of internal controls; infringement of any law, rules or regulations, which has or is likely to have a material impact (6) review the Group’s financial results, external auditors’ reports and the result announcements (7) nominate external auditors for re-appointment and reviews their independence and objectivity; auditors and to approve the remuneration and terms of engagement of the external auditors; operational) and risk management policies and systems, as well as the effectiveness of the (11) review arrangements by which staff of the Group may, in confidence raise concerns about (12) review of the assessment and monitoring of all key operational, financial and compliance (13) recommend to the Board in relation to risk management strategy and policy framework; and Minutes of the ARC meetings are regularly submitted to the Board for its information and review.
11.5 ARC to meet internal For FY 2013, the ARC met with the external auditors once without the presence of the management 11.6 ARC to review The ARC has received the requisite information from the external auditors evidencing the latter’s The ARC has noted that there are no non-audit related work carried out by the external auditors The audit fees paid to the external auditors of the Company for FY2013 was approximately The ARC had recommended and the Board had approved the nomination to re-appoint Messrs Deloitte 11.7 ARC to review The Group has in place, a whistle-blowing policy where employees of the Group can raise, in Details of the whistle-blowing policies and arrangements have been made available to all employees.
11.8 Disclose the details of In FY 2013, the ARC has reviewed with the Management and the external auditors, the results of the The ARC also monitors proposed changes in accounting policies, reviews the internal audit functions and In review of the financial statements for the year ended 31 March 2013, the ARC is of the view that the Annual Report 2013 Tung Lok Restaurants (2000) Ltd 19 Corporate Governance Report The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’ 12.1 ARC to review The Group has in place a system of internal control and risk management policies and systems for In September 2012, the Board granted approval for the Audit Committee to assume the role of Risk The Board, assisted by the ARC, has oversight of the risk management system, process and structure During the current financial year 2013, the Company, with the support from consultants, Ernst Ernst & Young had assisted in the formalisation of the ERM Manual, facilitated a risk workshop Management regularly reviews the Group’s business and operational activities to identify areas of A risk monitoring, review and reporting framework has been established to define the on-going The Group’s risk factors and management are set out in the notes to the financial statements in this Tung Lok Restaurants (2000) Ltd Annual Report 201320 Corporate Governance Report The auditors had also evaluated the effectiveness of the financial, operational, compliance and 12.2 Board’s comment During the financial year, the ARC has reviewed the internal and external audit reports. Management has Based on the reports submitted by the auditors, and the various management controls/improvements put The Board has also received assurance from the Executive Chairman and the Chief Financial Officer Principle 13: Internal Audit
The company should establish an internal audit (“IA”) function that is independent of the activities it audits.
13.1, 13.2 and 13.3 IA The Company has an in-house internal audit team that primarily reports to the Chairman of the ARC, Biennially, the Group will outsource its internal audit function to an independent auditing firm The ARC has full access to and the cooperation of the management and internal auditors, and 13.4 ARC to ensure The Group’s internal control are designed to provide reasonable assurance with regard to the The in-house internal auditor plans its internal audit plan annually, following a risks assessment Internal audit reports are distributed to and discussed with the ARC. The ARC ensures that The ARC has the ability to commission an independent audit on internal controls for its assurance, An annual review of the in-house internal audit function is carried out. The ARC is satisfied that the Annual Report 2013 Tung Lok Restaurants (2000) Ltd 21 Corporate Governance Report Companies should engage in regular, effective and fair communication with shareholders.
14.1 and 14.2 Company to The Board is mindful of the obligation to keep shareholders informed of all major developments Information is communicated to shareholders on a timely and non-selective basis through:
• annual reports that are prepared and issued to all shareholders within the mandatory period; and affairs of the Group for the period, released via SGXNET; information on the Group; and Principle 15: Greater Shareholder Participation
Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate 15.1 and 15.3 Shareholders Participation of shareholders is encouraged at the Company’s general meetings. The Board Shareholders are encouraged to attend the general meetings to ensure high level of accountability The Company’s Articles of Association allows a member of the Company to appoint up to two 15.2 Separate resolutions at Each item of special business included in the notice of the general meetings is accompanied, where 15.4 Companies are While the Company does not have a specific limit in the Articles on the number of proxy votes for 15.5 Companies are All minutes of general meetings, and a summary of the questions and answers raised at general Internal Code on Dealing in Securities
Catalist Rule1204 (19) In line with Catalist Rule 1204(19), the Company has adopted an internal Code of Best Practices on In addition, all Directors and employees of the Group are required to observe insider trading laws Tung Lok Restaurants (2000) Ltd Annual Report 201322 Corporate Governance Report Catalist Rule 1204 (8) No material contracts to which the Company or its subsidiary is a party and which involve interests Interested Person Transaction (IPT) Policy
Catalist Rule 907 The Company adopted an internal policy in respect of any transactions with interested person and The aggregate value of interested person transactions for FY 2013 are as follows:-
Name of Interested Persons and Transactions
Aggregate value of all interested transactions less than S$100,000 to Rule 920)
Aggregate value of all interested pursuant to Rule 920 (excluding S$’000 S$’000
T & T Gourmet Cuisine Pte Ltd-Sales of food items to – 600
T & T Gourmet Cuisine Pte Ltd-Sales of food items to – 15
T & T Gourmet Cuisine Pte Ltd-Food items purchase – 16
Tung Lok Group-Food items purchase from – 96
Tung Lok Group-Food items purchase from Chinatown – 28
Tung Lok Group-Food items purchase from – 252
Tung Lok Group-Mooncakes purchase from – 715
Far East Hospitality Real Estate Investment Trust* 3,335 –
Orchard Central Pte Ltd* 1,373 –
The Group confirms that there were no other disclosable interested person transactions during FY 2013 pursuant to Catalist Rule * These are interested person transactions that are categorized as transactions under Catalist Rule 916(1), which are in connection with leases Sponsorship
The Company is currently under the SGX-ST Catalist sponsor-supervised regime. The continuing sponsor of the Company during Annual Report 2013 Tung Lok Restaurants (2000) Ltd 23 Tung Lok Restaurants (2000) Ltd Annual Report 201324
Report of the Directors
The directors present their report together with the audited consolidated financial statements of the group and statement of 1 DIRECTORS
The directors of the company in office at the date of this report are:
Tjioe Ka Men 2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose 3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
The directors of the company holding office at the end of the financial year had no interests in the share capital and Shareholdings registered Shareholdings in which directors are At beginning At end At beginning At end
of year of year of year of year
The company Ordinary shares
Tjioe Ka Men 226,000 226,000 54,679,000 54,679,000
Tjioe Ka In 54,000 54,000 53,200,000 53,200,000
Goi Seng Hui – – 20,999,000 25,018,000
By virtue of Section 7 of the Singapore Companies Act, Mr Tjioe Ka Men and Ms Tjioe Ka In are deemed to have an interest The directors’ interests in the shares of the company at April 21, 2013 were the same at March 31, 2013. Annual Report 2013 Tung Lok Restaurants (2000) Ltd 25
Report of the Directors 4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS
Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is required 5 SHARE OPTIONS
(a) Option to take up unissued shares
During the financial year, no option to take up unissued shares of the company or any corporation in the group was (b) Option exercised
During the financial year, there were no shares of the company or any corporation in the group issued by virtue of (c) Unissued shares under option
At the end of the financial year, there were no unissued shares of the company or any corporation in the group 6 AUDIT AND RISK COMMITTEE
At the date of this report, the Audit and Risk Committee comprises the following members, all of whom are independent Tan Eng Liang (Dr) (Chairman) The Audit and Risk Committee has met five times since the last Annual General Meeting (“AGM”) and has reviewed the a) the audit plans and results of the internal auditors’ examination and evaluation of the group’s systems of internal b) internal audit findings and adequacy of the internal audit function;
c) the audit plans and the results of the external auditors; Tung Lok Restaurants (2000) Ltd Annual Report 201326
6 AUDIT AND RISK COMMITTEE (cont’d)
d) the financial statements of the company and the consolidated financial statements of the group before their e) the half-yearly and annual announcements as well as the related press releases on the results and financial position f) interested person transactions;
g) the re-appointment of the external auditors of the group and their independence; and
h) the co-operation and assistance given by the management to the group’s external auditors.
The Audit and Risk Committee has full access to and has the co-operation of the management and has been given the The Audit and Risk Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re- 7 AUDITORS
The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.
ON BEHALF OF THE DIRECTORS
………………………..………………. ………………………..………………. Singapore Report of the Directors Annual Report 2013 Tung Lok Restaurants (2000) Ltd 27
Statement of Directors
In the opinion of the directors, the consolidated financial statements of the group and the statement of financial position and ON BEHALF OF THE DIRECTORS Singapore Tung Lok Restaurants (2000) Ltd Annual Report 201328
Report on the Financial Statements
We have audited the financial statements of Tung Lok Restaurants (2000) Ltd (the “company”) and its subsidiaries (the “group”) Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Opinion
In our opinion, the consolidated financial statements of the group and the statement of financial position and statement of changes Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the company and by those subsidiaries Deloitte & Touche LLP Singapore Independent Auditors’ Report Annual Report 2013 Tung Lok Restaurants (2000) Ltd 29
Statements of Financial Position Group Company $ $ $ $
ASSETS
Current assets 9,343,215 11,159,443 8,002 54,503
Trade receivables 7 2,151,500 1,740,139 – – Non-current assets Total assets 35,406,831 33,867,641 8,819,085 7,396,394
LIABILITIES AND EQUITY
Current liabilities Non-current liabilities Capital, reserves and non-controlling interests Total liabilities and equity 35,406,831 33,867,641 8,819,085 7,396,394
See accompanying notes to financial statements. Tung Lok Restaurants (2000) Ltd Annual Report 201330
Consolidated Statement of Comprehensive Income Note 2013 2012
$ $
Revenue 24 81,545,239 86,640,041
Cost of sales (23,177,565) (24,618,414)
Gross profit 58,367,674 62,021,627
Other operating income 25 2,235,214 2,078,009
Administrative expenses (30,110,959) (30,880,261)
Other operating expenses 26 (34,656,469) (34,816,472)
Share of profit of joint venture 12 187,927 150,543
Share of profit (loss) of associates 13 2,336 (415,170)
Finance costs 27 (350,920) (285,969)
Loss before tax (4,325,197) (2,147,693)
Income tax benefit (expense) 28 717,114 (162,852)
Loss for the year 29 (3,608,083) (2,310,545)
Other comprehensive loss: total other comprehensive income (loss) for the year 8,389 (26,590)
Total comprehensive loss for the year, net of tax (3,599,694) (2,337,135)
Loss attributable to:
Owners of the company (3,169,072) (1,794,847)
Non-controlling interests (439,011) (515,698)
(3,608,083) (2,310,545)
Total comprehensive loss attributable to:
Owners of the company (3,162,852) (1,819,691)
Non-controlling interests (436,842) (517,444)
(3,599,694) (2,337,135) Loss per share (cents)
Basic 30 (2.26) (1.28)
Diluted 30 (2.26) (1.28)
See accompanying notes to financial statements. Annual Report 2013 Tung Lok Restaurants (2000) Ltd 31
Sh e p al C en
tr
an at n se e A u u te lo es Eq it at ib ta le o o n s f e m an N n co tr ll g te st et $ $ G u B an a A
p l 1 2 1 1 0 6 ,5
0 ( 3 ,5
7 (3 3 9 6 ,6 3 5 ,4 2 0 2 , 1 5 To l m h si l f th ye
– (2 4 )
(1 9 ,8
4 (1 1 ,6 1 (5 7 4 ) , 3 7 3 D id d p d N o 3 )
– (7 0 0 0 (7 0 ) 0 ,0 0 Is e sh es o o o o g te i n s u d ry
9 ,0 0 9 d o 8 5 ) Fa v u ad st en o n re -f e an fr n co o 1 ,9 4 1 3 4 M ch 1 2 1 6 (5 9 1 (2 6 8 )
7 4 ,0 2 1 ,4 7 ,9 9 2 To 6 2 (3 6 7 2 (3 6 ,8 2 (4 6 4 ) ,5 9 9 in u ri – 9 0 (9 0 ) 5 ,2 4 Fa 6 ,4 3 0 N o st n ss at w h ec e su d ry u n th ( o 1 )) – – 6 3 ,7 3 2 1 ( 5 ,1
9 )
(6 3 5 4 7 ,1 0 5 ,4 7 ,4 6 1 N Sh e p al cc m la d lo es et C p y a p l 2 1 ,5 3 ,5 4 0 ) ,7 5 9 i m fo th 1 7 0 1 d ai 3 ) 0 3 ,0 6 ,2 2 0 6 5 ,7 9 Se ac m yi n s f an al ta m ts Statements of Changes in Equity Tung Lok Restaurants (2000) Ltd Annual Report 201332
Note 2013 2012 Operating activities Adjustments for:
Other receivable written off – advance to investee company – 6,070
Trade receivables written off 11,657 –
Allowance for doubtful trade debts 100,000 –
Share of profit of joint venture (187,927) (150,543)
Share of (profit) loss of associates (2,336) 415,170
Depreciation of property, plant and equipment 4,217,146 3,368,228
Amortisation of other intangible asset – 12,430
Impairment loss on property, plant and equipment 235,217 1,265,624
Write-down of inventory – 602
Interest income (15,851) (20,771)
Interest expense 350,920 285,969
Dividend income from available-for-sale investment (76,452) (92,913)
Loss on disposal of property, plant and equipment 87,183 314,231
Operating cash flows before movements in working capital 394,360 3,256,404
Trade receivables (523,018) (639,794)
Other receivables and prepayments (266,476) 270,957
Inventories 25,955 (109,103)
Long-term security deposits (121,031) 251,143
Trade payables 234,153 (1,761,663)
Other payables 834,211 (372,827)
Cash generated from operations 578,154 895,117
Interest paid (292,794) (260,342)
Income tax paid (29,237) (712,095)
Net cash from (used in) operating activities 256,123 (77,320)
Consolidated Statement of Cash Flows Annual Report 2013 Tung Lok Restaurants (2000) Ltd 33
Consolidated Statement of Cash Flows Note 2013 2012 Investing activities Dividends received from available-for-sale investment 76,452 92,913
Proceeds from disposal of property, plant and equipment – 2,654
Purchase of property, plant and equipment A (5,214,976) (7,926,060)
Advances to associate – (786,500)
Interests in an associate which became a subsidiary during the year B, 13(a) 729,242 –
Acquisition of investments in associates – (68,160)
Net cash used in investing activities (4,405,586) (8,676,538)
Financing activities Dividends paid to non-controlling interests in subsidiaries C (570,284) (28,555)
Payment of advances to non-controlling interests of a subsidiary (117,545) (350,000)
Receipt of advances from non-controlling interests of a subsidiary – 1,470,000
Issue of shares to non-controlling interests in subsidiaries 930,000 490,000
Proceeds from bank loans 6,756,756 4,537,123
Repayment of bank loans (4,512,345) (3,619,990)
Repayment of obligations under finance leases (138,197) (242,585)
Cash and bank balances subject to set off (16,604) 8,340,076
Net cash from financing activities 2,331,781 9,896,069
Net (decrease) increase in cash and bank balances (1,817,682) 1,142,211
Cash and bank balances at the beginning of the year 9,218,891 8,122,840
Effect of foreign exchange rate changes (15,150) (46,160)
Cash and bank balances at the end of the year 6 7,386,059 9,218,891
Note A:
During the financial year, the group acquired property, plant and equipment with an aggregate cost of $6,136,377 (2012: Tung Lok Restaurants (2000) Ltd Annual Report 201334
Consolidated Statement of Cash Flows Note B:
Pursuant to the Joint Venture Deed (“JVD”) entered between the shareholders of PT Ming Cipta Rasa (“PT Ming”) in July 2012, the As at that date, the net assets of PT Ming based on their estimated fair values were as follows:
Total Cash and bank balances 729,242
Prepayments 222,028
Property, plant and equipment 1,301,326
Other payables (608,584)
Loan from shareholders (1,571,987)
Net 72,025
Less: Non-controlling interests (36,733)
Net 35,292
PT Ming contributed approximately $1,364,000 and $668,000 of revenue and loss during the financial year respectively.
Had control been obtained since the beginning of the financial year, the revenue and loss for the group would have been higher by Note C:
During the financial year, the group declared dividends amounting to $950,284 (2012: $28,555) to non-controlling interests in See accompanying notes to financial statements.
Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 35
1 GENERAL
The company (Registration Number 200005703N) is incorporated in the Republic of Singapore with its principal place of The principal activity of the company is that of investment holding.
The principal activities of the subsidiaries are disclosed in Note 11 to the financial statements.
As at March 31, 2013, the group’s and company’s current liabilities exceeded their current assets by $9,298,403 (2012: i) the group and the company are dependent on the availability of future cash flows from the group’s restaurant ii) during the year ended March 31, 2013, the directors have taken steps to improve the group’s and company’s working The directors are satisfied that with the group’s revenue generated mainly from cash and credit card sales, availability of The consolidated financial statements of the group and the statement of financial position and statement of changes in Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201336
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING – The financial statements have been prepared in accordance with the historical cost basis ADOPTION OF NEW AND REVISED STANDARDS – In the current financial year, the group and company have adopted Amendments to FRS 107 Financial Instruments: Disclosures – Transfers of Financial Assets
The amendments to FRS 107, effective for annual periods beginning on or after July 1, 2011, increase the disclosure At the date of authorisation of these financial statements, the following FRS, INT FRSs and amendments to FRS that are Amendments to FRS 1 Presentation of Financial Statements – Amendments relating to Presentation of Items of FRS 27 (Revised) Separate Financial Statements FRS 113 Fair Value Measurement
Amendments to FRS 32 Financial Instruments: Presentation and FRS 107 Financial Instruments: Disclosure –
Offsetting Financial Assets and Financial Liabilities Annual Improvements to FRS 2012
Amendments to FRS 1 Presentation of Financial Statements – Amendments to Presentation of Items of Other The amendment on Other Comprehensive Income (“OCI”) presentation will require the group to present in separate Changes arising from these amendments to FRS 1 will take effect from financial periods beginning on or after July 1, 2012, The group is currently evaluating the effects of FRS 1 in the period of initial adoption, if any. Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 37
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
FRS 110 Consolidated Financial Statements and FRS 27 Consolidated and Separate Financial Statements
FRS 110 replaces the control assessment criteria and consolidation requirements currently in FRS 27 and INT FRS 12 FRS 110 defines the principle of control and establishes control as the basis for determining which entities are consolidated FRS 110 will take effect from financial years beginning on or after January 1, 2014, with retrospective application subject to FRS 111 Joint Arrangements and FRS 28 Investments in Associates and Joint Ventures
FRS 111 supersedes FRS 31 Interests in Joint Ventures and INT FRS 13 Jointly Controlled Entities – Non-Monetary FRS 111 classifies a joint arrangement as either a joint operation or a joint venture based on the parties’ rights and The joint venturer should use the equity method under the revised FRS 28 Investments in Associates and Joint Ventures to FRS 111 will take effect from financial years beginning on or after January 1, 2014, with retrospective application subject to When the group adopts FRS 111, a jointly controlled entity may be classified as a joint operation or joint venture, FRS 112 Disclosures of Interests in Other Entities
FRS 112 requires an entity to provide more extensive disclosures regarding the nature of and risks associated with its interest FRS 112 will take effect from financial years beginning on or after January 1, 2014, and the group is currently estimating Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201338
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) FRS 113 is a single new Standard that applies to both financial and non-financial items. It replaces the guidance on fair FRS 113 provides a common fair value definition and hierarchy applicable to the fair value measurement of assets, The disclosure requirements in FRS 113 are more extensive than those required in the current standards. For example, FRS 113 will be effective prospectively from annual periods beginning on or after January 1, 2013. Comparative information Amendments to FRS 32 Financial Instruments: Presentation and FRS 107 Financial Instruments: Disclosure – Offsetting The amendments to FRS 32 clarify existing application issues relating to the offsetting requirements. Specifically, the The amendments to FRS 107 require entities to disclose information about rights of set-off and related arrangements (such The amendments to FRS 107 are required for annual periods beginning on or after January 1, 2013 and interim periods Annual Improvements to FRS 2012 The Annual Improvements include a number of amendments to various FRSs. The amendments are effective for annual • Amendments to FRS 16 Property, Plant and Equipment; and
• Amendment to FRS 32 Financial Instruments: Presentation. Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 39
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Amendments to FRS 16 clarify that spare parts, stand-by equipment and servicing equipment should be classified as Amendments to FRS 32 clarify that income tax relating to distributions to holders of an equity instrument and to transaction Consequential amendments were also made to various standards as a result of these new/revised standards.
Management is currently assessing the effects on adoption of the above FRS, INT FRSs and amendments to FRS in future BASIS OF CONSOLIDATION – The consolidated financial statements incorporate the financial statements of the company The results of the subsidiaries acquired or disposed of during the year are included in the consolidated statement of Where necessary, adjustments are made to the financial statements of the subsidiaries to bring their accounting policies in All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Non-controlling interests in subsidiaries are identified separately from the group’s equity therein. The interests of non- The group adopts the method of measuring the non-controlling interests’ using their proportionate share of the fair value of Changes in the group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201340
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) When the group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the In the company’s financial statements, investments in subsidiaries, associates and joint ventures are carried at cost less any BUSINESS COMBINATIONS – Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent Where a business combination is achieved in stages, the group’s previously held interests in the acquired entity are The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under the FRS • deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and • liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an • assets (or disposal groups) that are classified as held for sale in accordance with FRS 105 Non-current Assets Held Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 41
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) If the initial accounting for a business combination is incomplete by the end of the reporting period in which the The measurement period is the period from the date of acquisition to the date the group obtains complete information about The accounting policy for initial measurement of non-controlling interests is described above.
FINANCIAL INSTRUMENT – Financial assets and financial liabilities are recognised on the group’s and company’s statement Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating Financial assets
Investments are recognised and de-recognised on a trade date where the purchase or sale of an investment is under a Cash and bank balances
Cash and bank balances comprise cash on hand and demand deposits and are subject to an insignificant risk of changes in Loans and receivables
Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201342
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Available-for-sale financial assets
Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Fair Impairment of financial assets
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired For available-for-sale equity instruments, a significant or prolonged decline in the fair value of the investment below its cost For all other financial assets, objective evidence of impairment could include:
• significant financial difficulty of the issuer or counterparty; or
• default or delinquency in interest or principal payments; or
• it becoming probable that the borrower will enter bankruptcy or financial re-organisation.
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying When an available-for-sale financial asset is considered to be impaired, the cumulative gains or losses previously recognised Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 43
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed Derecognition of financial assets
The group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the higher of the Derecognition of financial liabilities
The group derecognises financial liabilities when, and only when, the group’s obligations are discharged, cancelled or they LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201344
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) The group as lessee
Assets held under finance leases are recognised as assets of the group at their fair value at the inception of the lease or, Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The INVENTORIES – Inventories comprising mainly food and beverages are stated at the lower of cost and net realisable value. INTERESTS IN JOINT VENTURES – A joint venture is a contractual arrangement whereby the group and other parties The results and assets and liabilities of joint ventures are incorporated in the consolidated financial statements using the Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets, liabilities and Where the group transacts with its jointly controlled entities, unrealised profits and losses are eliminated to the extent of the ASSOCIATES – An associate is an entity over which the group has significant influence and that is neither a subsidiary nor Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 45
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) INTANGIBLE ASSETS – Intangible assets acquired separately are reported at cost less accumulated amortisation and GOODWILL – Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the If, after reassessment, the group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on The group’s policy for goodwill arising on the acquisition of joint venture and associate is described under “Interests in Joint PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at cost less accumulated depreciation and Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, using the straight-line method, Furniture, fixtures and equipment – 20% to 331/3% The estimated useful lives, residual values and depreciation method are reviewed at the end of the financial period, with the Fully depreciated assets still in use are retained in the financial statements. Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201346
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, if The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL – At the end of each reporting Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets, liabilities Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 47
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Where a group entity transacts with an associate of the group, profits and losses are eliminated to the extent of the group’s PROVISIONS – Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, CUSTOMER LOYALTY PROGRAMME – This relates to loyalty points redeemable by cardholders during the valid redemption GOVERNMENT GRANTS – Government grants are not recognised until there is reasonable assurance that the group will Other government grants are recognised as income over the periods necessary to match them with the costs for which they REVENUE RECOGNITION – Revenue is measured at the fair value of the consideration received or receivable and Sale of food and beverages
Revenue from the sale of food and beverages is recognised when all the following conditions are satisfied:
• the group has transferred to the buyer the significant risks and rewards of ownership of the food and beverages i.e. • the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the entity; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably. Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201348
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Service charges
Revenue from service charges is recognised when the services are rendered.
Service income
Revenue from service contracts is recognised when the service is provided in accordance with the substance of the relevant Management fees
Revenue from management contracts is recognised over the management period on a straight-line basis.
Interest income
Interest income is accrued on a time proportionate basis, by reference to the principal outstanding and at the effective Dividend income
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.
BORROWING COSTS – Borrowing costs directly attributable to the acquisition, construction or production of qualifying All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
RETIREMENT BENEFIT COSTS – Payments to defined contribution retirement benefit plans are charged as an expense when EMPLOYEE LEAVE ENTITLEMENT – Employee entitlements to annual leave are recognised when they accrue to employees. INCOME TAX – Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 49
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in the financial Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries and associates, The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against Current and deferred tax are recognised as an expense or income in the profit or loss, except when they relate to items FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION – The individual financial statements of each group entity are In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201350
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign operations On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of REPORTABLE SEGMENT – Information reported to the group’s chief operating decision maker for the purposes of resource 3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the group’s accounting policies, which are described in Note 2, management is required to make The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are Critical judgements in applying the group’s accounting policies
There are no critical judgements made by management during the process of the group’s accounting policies that have a Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 51
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont’d)
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting a) Impairment of investments in subsidiaries, joint ventures and associates
Determining whether investments in subsidiaries, joint ventures and associates are impaired requires an estimation b) Impairment of property, plant and equipment
Determining whether property, plant and equipment is impaired requires an estimation of the value in use. The value 4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT
(a) Categories of financial instruments
The following table sets out the financial instruments as at the end of reporting period:
Group Company $ $ $ $
i) Financial assets
Loans and receivables at amortised cost:
Cash and bank balances 9,343,215 11,159,443 8,002 54,503
Trade receivables 2,188,719 1,805,812 – –
Other receivables 1,086,754 1,383,345 933,383 8,729
Long-term security deposits 1,800,701 1,679,670 – –
Total 14,419,389 16,028,270 941,385 63,232 Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201352
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(a) Categories of financial instruments (cont’d)
Group Company $ $ $ $ At amortised cost:
Trade payables 6,144,550 5,301,813 – –
Other payables 13,810,897 11,609,084 6,570,337 5,747,364
Finance leases 274,677 259,464 – –
Bank loans 9,169,964 6,925,553 – –
Total 29,400,088 24,095,914 6,570,337 5,747,364
Financial guarantee contracts 600,000 810,000 10,044,641 8,179,295
(b) Financial risk management policies and objectives
The group has documented financial risk management policies. These policies set out the group’s overall business The group does not hold or issue derivative financial instruments for speculative purposes.
There has been no change to the group’s exposure to these financial risks or the manner in which it manages and i) Foreign exchange risk management
The group operates principally in Singapore and has some operations in Indonesia and the People’s Republic The group has some investments in foreign entities whose net assets are denominated in Indonesia Rupiah The group does not enter into any derivative contracts to hedge the foreign exchange risk on such net As the group’s principal operations are in Singapore, it is not significantly exposed to foreign exchange risk Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 53
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) (b) Financial risk management policies and objectives (cont’d)
ii) Interest rate risk management
The group’s exposure to interest rate risks relate mainly to its bank loans of $9,169,964 (2012 : $6,925,553). Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates for instruments If interest rates had been 50 basis points higher or lower and all other variables were held constant, the iii) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial The group’s credit risk is primarily attributable to its cash and bank balances, trade and other receivables and The carrying amount of financial assets recorded in the financial statements, grossed up for any allowances Other than the amount due from related parties, the group has no significant concentration of credit risk. Further details of credit risks on trade and other receivables, advances to joint ventures, associate and Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201354
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) iv) Liquidity risk management
The group funds its operations through a mixture of internal funds and bank borrowings. The group reviews The group has a cash pooling system whereby excess liquidity is equalised internally through intercompany The group and the company are dependent on the availability of future cash flows from the group’s restaurant During the year ended March 31, 2013, the directors have taken steps to improve the group’s and company’s The directors are satisfied that with the group’s revenue generated mainly from cash and credit card sales, In respect of the corporate guarantee in Note 33, the maximum amount the group and company would be Liquidity and interest risk analyses
Non-derivative financial liabilities
The following tables detail the remaining contractual maturity for non-derivative financial liabilities. The Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 55
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) iv) Liquidity risk management (cont’d)
Weighted interest rate
On 1 year 2 to 5 years 5 years Adjustment Total Group
2013 Non-interest bearing:
Trade payables – 6,144,550 – – – 6,144,550
Other payables – 11,398,656 2,412,241 – – 13,810,897
17,543,206 2,412,241 – – 19,955,447
Finance leases (fixed rate) 2.55 145,825 169,223 – (40,371) 274,677
Variable interest rate instruments:
Bank loans 3.20 5,406,506 3,179,104 1,069,343 (484,989) 9,169,964
Total 23,095,537 5,760,568 1,069,343 (525,360) 29,400,088
Off balance sheet
Financial guarantee contracts
(notional amount) – 600,000 – – – 600,000
2012 Non-interest bearing: Trade payables – 5,301,813 – – – 5,301,813
Other payables – 9,921,441 1,687,643 – – 11,609,084
15,223,254 1,687,643 – – 16,910,897
Finance leases (fixed rate) 2.52 130,476 165,072 – (36,084) 259,464
Variable interest rate instruments: Bank loans 3.21 2,677,446 3,420,074 1,212,905 (384,872) 6,925,553
Total 18,031,176 5,272,789 1,212,905 (420,956) 24,095,914
Off balance sheet (notional amount) – 810,000 – – – 810,000 Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201356
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) Other payables – 6,570,337 – – – 6,570,337
Off balance sheet (notional amount) – 10,044,641 – – – 10,044,641
2012 Other payables – 5,747,364 – – – 5,747,364
Off balance sheet (notional amount) – 8,179,295 – – – 8,179,295 Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 57
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) Non-derivative financial assets
The following tables detail the expected maturity for non-derivative financial assets. The inclusion of Weighted 2013 Cash and bank balances – 8,343,170 – – – 8,343,170
Trade receivables – 2,151,500 37,219 – – 2,188,719
Other receivables – 821,426 265,328 – – 1,086,754
Long-term security deposits – – 1,800,701 – – 1,800,701
11,316,096 2,103,248 – – 13,419,344
Fixed interest rate instruments:
Short-term deposits 0.43 1,000,045 – – – 1,000,045
Total 12,316,141 2,103,248 – – 14,419,389
2012 Cash and bank balances – 8,167,033 – – – 8,167,033
Trade receivables – 1,740,139 65,673 – – 1,805,812
Other receivables – 459,741 923,604 – – 1,383,345
Long-term security deposits – – 1,679,670 – – 1,679,670
10,366,913 2,668,947 – – 13,035,860
Fixed interest rate instruments: Short-term deposits 0.17 2,992,410 – – – 2,992,410
Total 13,359,323 2,668,947 – – 16,028,270 Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201358
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) Cash and bank balances – 8,002 – – – 8,002
Other receivables – 933,383 – – – 933,383
Total 941,385 – – – 941,385
2012 Cash and bank balances – 54,503 – – – 54,503
Other receivables – 8,729 – – – 8,729
Total 63,232 – – – 63,232
v) Commodity price risk
Certain commodities, principally shark’s fins, dried foodstuff, meat, fish and other seafood delicacies, are vi) Fair value of financial assets and financial liabilities
The carrying amounts of cash and bank balances, trade and other current receivables, trade and other The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to The fair values of financial assets and financial liabilities are determined in accordance with generally Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 59
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) (c) Capital risk management policies and objectives
The group manages its capital to ensure that entities in the group will be able to continue as a going concern while The capital structure of the group consists of debt, which includes the borrowings disclosed in Note 21, and equity The group reviews the capital structure on a regular basis and is substantially in compliance with externally imposed The group’s overall strategy remains unchanged from 2012.
5 RELATED PARTY TRANSACTIONS
Some of the group’s transactions and arrangements are with related parties and the effects of these on the basis determined Transactions between the company and its subsidiaries have been eliminated on consolidation and are not disclosed in this Significant related party transactions other than those disclosed elsewhere in the notes to the financial statements are as
Group $ $ Purchase of food and beverages 1,932,668 1,687,351
With companies in which certain directors have financial interests
Interest income (12,156) (12,156)
With corporate shareholders of certain subsidiaries
Sale of food and beverages (39,427) (44,823)
Advances from corporate shareholder – 1,470,000
With corporate shareholders of the company
Sale of food and beverages (1,874,381) (1,562,685)
Purchases of food, beverages and services 434,873 476,365
Rental expenses 3,122,528 3,127,274 Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201360
5 RELATED PARTY TRANSACTIONS (cont’d)
Compensation of directors and key management personnel
The remuneration of directors and other members of key management during the year was as follows:
Group Short-term benefits 1,472,103 1,591,146
Post-employment benefits 80,213 95,177
Total 1,552,316 1,686,323
The remuneration of directors and key management is determined by the Remuneration Committee having regard to the 6 CASH AND BANK BALANCES
Group Company Cash at bank 8,060,322 7,960,601 8,000 54,501
Short-term deposits 1,000,045 2,992,410 – –
Cash on hand 282,848 206,432 2 2
9,343,215 11,159,443 8,002 54,503 Less: Cash and bank balances subject to set off (1,957,156) (1,940,552) – –
Cash and bank balances in the statement of cash flows 7,386,059 9,218,891 8,002 54,503
Cash and bank balances comprise cash held by the group and short-term bank deposits. The carrying amounts of these The short-term deposits with banks bear interest at 0.43% (2012: 0.05% to 0.41%) per annum and for a tenure of Included in cash at bank is an amount of $1,957,156 (2012: $1,940,552) kept with banks which have also extended Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 61
7 TRADE RECEIVABLES
Group Related parties (Note 5) 257,603 344,779
Outside parties 2,031,116 1,461,033
Less: Allowance for doubtful debts – Outside parties (100,000) –
Total 2,188,719 1,805,812
Non-current portion of amount due from related parties (Note 5) (37,219) (65,673)
Current portion 2,151,500 1,740,139
The average credit term on sale of goods is 30 days (2012: 30 days). No interest is charged on the outstanding balance.
A substantial shareholder of the company has undertaken to reimburse the group for an amount of $37,219 (2012: $65,673) The carrying amount of the non-current portion of amount due from related parties approximates its fair value.
Analysis of trade receivables
Group Not past due and not impaired 1,243,146 829,343
Past due but not impaired (i) 696,756 976,469
Past due and partially impaired (ii) 348,817 –
2,288,719 1,805,812
Less: Allowance for impairment (100,000) –
Total trade receivables, net 2,188,719 1,805,812
(i) Aging of receivables that are past due but not impaired
Group < 3 months 464,466 381,981
3 months to 6 months 134,401 156,062
6 months to 12 months 26,217 343,164
> 12 months 71,672 95,262
Total 696,756 976,469 Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201362
7 TRADE RECEIVABLES (cont’d)
Analysis of trade receivables (cont’d)
(ii) Aging of receivables that are past due and partially impaired
Group 3 months to 6 months – –
6 months to 12 months – –
> 12 months 348,817 –
Total 348,817 –
The amount is stated before any deduction for impairment losses.
Movement in the allowance for doubtful debts
Group Balance at beginning of the year – –
Allowance recognised in profit or loss 100,000 –
Balance at end of the year 100,000 –
Before accepting any new customer, the group obtains customers’ general profile to assess the potential customer’s credit Included in the group’s trade receivables are debtors with a carrying amount of $1,045,573 (2012: $976,469) which In determining the recoverability of a trade receivable, the group considers any change in the credit quality of the trade Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 63
8 OTHER RECEIVABLES AND PREPAYMENTS
Group Company $ $ $ $ Subsidiaries (Note 11) – – 10,769 4,859
Associates (Note 13) 265,328 923,604 – –
Dividend receivable from subsidiaries – – 920,000 –
Other receivables 821,426 459,741 2,614 3,870
Sub total 1,086,754 1,383,345 933,383 8,729
Prepayments 316,479 152,277 4,533 1,200
Income tax recoverable 185,626 46,173 15,515 15,515
Total 1,588,859 1,581,795 953,431 25,444
Non-current portion of amount due from associates Current portion 1,323,531 658,191 953,431 25,444
Analysis of other receivables
Group Company Not past due and not impaired 1,086,754 1,383,345 933,383 8,729
The advances to subsidiaries and associates are unsecured, interest-free and repayable on demand.
9 INVENTORIES
Group Food and beverages 2,170,526 2,193,436
Cook books 14,365 17,410
Total 2,184,891 2,210,846
The cost of inventories recognised as an expense includes $Nil (2012: $602) in respect of write-downs of inventory to net Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201364
10 LONG-TERM SECURITY DEPOSITS
Group Refundable security deposits 1,800,701 1,679,670
These are mainly deposits placed with the landlords and service providers. Management is of the opinion that these deposits Included in the above long-term security deposits are deposits amounting to $148,050 (2012: $152,050) placed with a The carrying amounts of the above deposits approximate their fair values.
11 SUBSIDIARIES
Company $ $ Unquoted equity shares, at cost 2,996,715 2,996,715
Impairment loss (a) (1,200,000) (1,200,000)
Net 1,796,715 1,796,715
Advances to subsidiaries (b) 13,253,649 11,605,481
Allowance for impairment on advances (8,871,000) (8,071,000)
Net 4,382,649 3,534,481
Fair value adjustment on interest-free loan to subsidiaries 929,563 849,782
Allowance for impairment (a) (500,250) –
Net 429,313 849,782
Fair value of financial guarantees issued on
behalf of subsidiaries at free of consideration 1,348,725 1,135,469
Allowance for impairment (a) (99,750) –
Net 1,248,975 1,135,469
Total 7,857,652 7,316,447 Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 65
11 SUBSIDIARIES (cont’d)
(a) Investments in subsidiaries which are either restaurant operators or holding interests in entities which are restaurant (b) The advances are unsecured, interest-free and not expected to be repaid within the next 12 months as the advances Details of the company’s significant subsidiaries are set out below:
Name of subsidiary
Country of operation Principal activities
Proportion of ownership held % %
i) Held by the company
Tung Lok Millennium Pte Ltd Singapore Restaurateur 100 100
Tung Lok (China) Holdings Pte Ltd Singapore Investment holding 100 100
TLG Asia Pte Ltd Singapore Investment holding 100 100
Club Chinois Pte Ltd Singapore Restaurateur 75 75
Tung Lok Arena Pte Ltd Singapore Restaurateur 70 70
Olde Peking Dining Hall Pte Ltd Singapore Restaurateur 60 60
ii) Held by Tung Lok Millennium Pte Ltd
Charming Garden (Asia Pacific) Pte Ltd Singapore Dormant 100 100
Tung Lok Central Restaurant Pte Ltd Singapore Restaurateur 100 100
Tung Lok India Ltd (1) British Virgin Providing consultancy 70 70 Tung Lok Signatures (2006) Pte Ltd Singapore Restaurateur 100 100
Tung Lok Xihe Restaurant Pte Ltd (2) Singapore Restaurateur 60 100
McBistro Pte Ltd (3) Singapore Restaurateur 70 – Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201366
11 SUBSIDIARIES (cont’d) ii i) Held by Tung Lok (China) Holdings Pte Ltd
My Humble House in Beijing People’s Republic Restaurateur 100 100 iv) Held by TLG Asia Pte Ltd (“TLG Asia”)
Tong Le Private Dining Pte Ltd Singapore Restaurateur 51 51
Garuda Padang Restaurant Singapore Restaurateur 65 65
Shin Yeh Restaurant Pte Ltd Singapore Restaurateur 55 55
PT Ming Cipta Rasa (“PT Ming”) (5) (6) Indonesia Restaurateur 49 49
v) Held by Club Chinois Pte Ltd
Chinois Pte Ltd Singapore Restaurateur 100 100
Notes on auditors
The subsidiaries are audited by Deloitte & Touche LLP, Singapore except as indicated below:
(1) Not audited as its operations are not significant to the group.
(2) In September 2012, the group, through its wholly owned subsidiary, Tung Lok Millennium Pte Ltd, entered into a (3) Incorporated on August 22, 2012.
(4) Audited by Lixin International, Singapore.
(5) Audited by Grant Thornton Gani Mulyadi & Handayani, Indonesia.
(6) In February 2012, the group, through its wholly owned subsidiary, TLG Asia, acquired 49% of equity interest in PT Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 67
12 JOINT VENTURE
Group Company Unquoted equity shares, at cost 1,775,978 1,775,978 – –
Share of post-acquisition reserves (1,925,469) (2,113,396) – –
Total (Note 19) (149,491) (337,418) – –
Classified as:
Current liabilities (Note 19) (149,491) (337,418) – –
In 2012, the company wrote off its investment in a joint venture, Imperium Fine Dining and Entertainment Pte Ltd.
Details of the significant joint venture of the group are set out below:
Name of joint venture
Country of operation Principal activities by the group % % T & T Gourmet Cuisine Pte Ltd (1) Singapore Food manufacturer 50 50
(1) Audited by Deloitte & Touche LLP, Singapore. In view of this entity’s capital deficiency and the group’s provision of Summarised financial information in respect of the group’s joint venture is set out below:
Group Current assets 1,053,230 1,112,531
Non-current assets 385,733 260,220
Current liabilities (1,737,945) (2,047,587)
Net liabilities (298,982) (674,836)
Group’s share of net liabilities (149,491) (337,418)
Revenue 4,911,162 4,404,470
Expenses (4,535,308) (4,103,384)
Profit for the year 375,854 301,086
Group’s share of net results 187,927 150,543 Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201368
13 ASSOCIATES
Group Unquoted equity shares, at cost 2,580,940 2,580,940
Share of post-acquisition reserves (2,017,116) (2,022,618)
Net 563,824 558,322
Reclassification of interest in unquoted shares in an associate which became Net 527,091 558,322
(a) Pursuant to the JVD entered between the shareholders of PT Ming in July 2012, the group has been given the power Details of the significant associates of the group are set out below:
Name of associates
Country of Shanghai Jinjiang Tung Lok Catering People’s Republic Restaurateur 49 49 ii) Held by TLG Asia Pte Ltd
Singapore Seafood Republic Pte Ltd Singapore Restaurateur 25 25
Seafood Republic Pte Ltd (“SRPL”) (2) (3) Singapore Restaurateur 17 17
(1) Audited by Lixin International, Singapore.
(2) Audited by Deloitte & Touche LLP, Singapore.
(3) Although the group holds less than 20% of the voting power in SRPL, the group exercises significant influence over Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 69
13 ASSOCIATES (cont’d)
The audited financial statements of SSRPL and SRPL are made up to September 30, each year. For the purpose of applying Summarised financial information in respect of the group’s associates is set out below:
Group Current assets 3,049,357 3,809,131
Non-current assets 959,687 2,868,587
Current liabilities (2,443,320) (5,098,679)
Net assets 1,565,724 1,579,039
Group’s share of net assets 527,091 558,322
Revenue 10,584,681 9,863,775
Expenses (10,531,526) (11,601,879)
Profit (Loss) for the year 53,155 (1,738,104)
Group’s share of net results 2,336 (415,170)
14 AVAILABLE-FOR-SALE INVESTMENTS
Group Company Unquoted equity shares, at cost 113,050 113,050 13,050 13,050
Allowance of impairment loss (113,050) (113,050) (13,050) (13,050)
Net – – – –
The available-for-sale investments consist of unquoted equity investments in Singapore Culinary Institute Pte Ltd The unquoted equity shares are stated at cost less any impairment loss at the end of the reporting period as the fair value of The investments were fully impaired in prior years. Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201370
15 OTHER INTANGIBLE ASSET
Group Cost:
Balance as at April 1, 2011, March 31, 2012 and March 31, 2013 100,000
Amortisation:
Balance at April 1, 2011 87,570
Amortisation for the year 12,430
Balance at March 31, 2012 and March 31, 2013 100,000
Carrying amount:
At March 31, 2012 and March 31, 2013 –
The intangible asset which pertains to franchise fee has finite useful lives, over which the asset is amortised. The 16 GOODWILL
Group Balance as at April 1, 2011, March 31, 2012 and March 31, 2013 310,468
Impairment:
Balance as at April 1, 2011, March 31, 2012 and March 31, 2013 310,468 At March 31, 2012 and March 31, 2013 –
The group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be The recoverable amount of the cash-generating unit, relating to My Humble House in Beijing, is determined based on a Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 71
17 PROPERTY, PLANT AND EQUIPMENT
Furniture, Kitchen Leasehold Motor $ $ $ $ $ Cost: subsidiary during the year (Note 13) 1,018,371 282,955 – – 1,301,326 Accumulated depreciation: Impairment: Carrying amount: At March 31, 2012 7,552,068 3,533,109 3,634,477 152,099 14,871,753
An impairment loss amounting to $235,217 (2012: $1,265,624) was recognised in profit or loss as certain restaurants have Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201372
17 PROPERTY, PLANT AND EQUIPMENT (cont’d)
Plant and equipment with the following carrying amounts at the end of the reporting period are under finance leases, which Group Furniture, fixtures and equipment 39,242 52,807
Motor vehicles 221,615 152,102
Kitchen equipment 20,698 –
Total 281,555 204,909
Leasehold property with carrying amount of $3,546,358 (2012: $3,634,477) has been pledged to secure bank loans (Note Details of the leasehold property as at March 31, 2013 are as follows:
Location Type of premises (sq ft) Tenure
20 Bukit Batok Crescent Office cum factory building 23,659 60 years commencing 18 TRADE PAYABLES
Group Outside parties 6,044,412 5,221,172
Related parties (Note 5) 100,138 80,641
Total 6,144,550 5,301,813
The average credit period on purchase of goods is 90 days (2012: 90 days). Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 73
19 OTHER PAYABLES
Group Company $ $ $ $ of subsidiaries (a) 380,000 – – –
Advances from corporate shareholder of the company (b) – 184,280 – –
Advances from subsidiaries (Note 11) (c) – – 6,336,446 5,518,043
Advances from corporate shareholders of subsidiaries (b) 2,412,241 1,687,643 – –
Refundable security deposits 409,280 572,925 – –
Deferred revenue (d) 1,343,310 978,582 – –
Accrued expenses (e) 6,833,407 5,320,512 201,001 201,951
Net liabilities of a joint venture (Note 12) (f) 149,491 337,418 – –
Related party (Note 5) (g) 4,329 64,692 – –
Financial guarantee contracts (h) – – 459,279 396,324
Purchase of plant and equipment 952,022 767,255 – –
Others (i) 2,670,127 2,674,359 32,890 27,370
Total 15,154,207 12,587,666 7,029,616 6,143,688
Non current portion (2,412,241) (1,687,643) – –
Current portion 12,741,966 10,900,023 7,029,616 6,143,688
(a) Dividends were declared to non-controlling shareholders of subsidiaries which remained unpaid for year ended (b) The advances from corporate shareholder of the company and subsidiaries are unsecured, interest-free and repayable (c) The advances from subsidiaries are unsecured, interest-free and repayable on demand.
(d) Deferred revenue mainly consists of loyalty points issued on the group’s Tung Lok First Card Scheme and advertising (e) Included in accrued expenses which consist of mainly payroll expenses and utility charges, is an amount of (f) The group’s joint venture, T & T Gourmet Cuisine Pte Ltd, is in capital deficiency position as at March 31, 2013. The (g) The related party is a corporate shareholder that has a common director as the company.
(h) The company is a party to certain financial guarantees which it provides to banks in respect of credit facilities (i) Included in others at the group level, other than those highlighted above, are payables to non-trade creditors for Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201374
20 FINANCE LEASES
Minimum lease payments lease payments $ $ $ $ 315,048 295,548 274,677 259,464
Less: future finance charges (40,371) (36,084) N/A N/A Less: Amount due for Settlement within 12 months Amount due for settlement after 12 months 142,919 143,616
It is the group’s policy to lease certain of its plant and equipment under finance leases. The average lease term is 3 years The fair value of the group’s lease obligations approximates their carrying amount.
The group’s obligations under finance leases are secured by way of corporate guarantees issued by the company and plant 21 BANK LOANS
Group Long-term bank loans 9,169,964 6,925,553
The borrowings are repayable as follows: 9,169,964 6,925,553 Less: Amount due for settlement within 12 months (shown under current liabilities) (5,142,738) (2,535,326) Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 75
21 BANK LOANS (cont’d)
The group has the following principal bank loans:
a) a loan of $2,310,579 (2012: $1,337,123). The loan was raised in March 2012. Repayments commenced in March b) a loan of $909,961 (2012: $1,570,257). The loan was raised in August 2011. Repayments commenced in September c) a loan of $855,930 (2012: $920,582). The loan was raised in July 2009. Repayments commenced in August 2009 d) a loan of $778,780. The loan was raised in June 2012. Repayments commenced in July 2012 and will continue until e) a loan of $758,111. The loan was raised in May 2012. Repayments commenced in June 2012 and will continue until f) a loan of $545,867 (2012: $568,384). The loan was raised in December 2010. Repayment commenced in January g) several other smaller loans ranging from $178,000 to $525,000. These loans carry effective interest rate ranging from The bank loans are secured by way of:
a) a charge over the leasehold property of a subsidiary as disclosed in Note 17 to the financial statements; and
b) a corporate guarantee issued by the company.
Bank loan (a) above requires the borrowing subsidiary to observe stipulated gearing ratio and maintain certain minimum Management estimates the fair value of the above loans to approximate their carrying amounts. Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201376
22 DEFERRED TAX LIABILITIES
The following are the major deferred tax liabilities recognised by the group and the movement thereon during the year:
Accelerated tax $ At April 1, 2011 629,064
Charge to profit or loss for the year (Note 28) 67,582
At March 31, 2012 696,646
Credit to profit or loss for the year (Note 28) (610,358)
At March 31, 2013 86,288
23 SHARE CAPITAL
2013 2012 2013 2012 Group and Company
Issued and paid up:
At beginning and end of year 140,000,000 140,000,000 10,269,503 10,269,503
The company has only one class of shares which are the ordinary shares. The ordinary shares have no par value, carry one 24 REVENUE
Group Sale of food and beverages 75,214,430 80,011,997
Service charges 5,990,214 6,324,642
Management fees 340,595 303,402
Total 81,545,239 86,640,041 Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 77
25 OTHER OPERATING INCOME
Group $ $ Non-related companies 3,695 8,615
Related parties (Note 5) 12,156 12,156
Dividend income from available-for-sale investment 76,452 92,913
Expired card membership points 340,787 379,625
Government grant 326,221 26,808
Sundry income from promotional events 264,482 30,000
Compensation from landlord for early termination of lease – 850,000
Service income 467,084 72,818
Others 744,337 605,074
Total 2,235,214 2,078,009
26 OTHER OPERATING EXPENSES
Group Rental expenses 12,095,651 12,404,999
Utilities charges 5,472,986 5,534,270
Depreciation 4,217,146 3,368,228
Repair and maintenance 4,031,410 4,279,889
Commission expense 1,930,448 1,796,466
Advertising and promotions 1,144,777 633,349
Professional fees 916,305 741,047
Entertainment expenses 394,606 565,042
Printing expenses 374,342 356,344
Utensils 339,726 342,586
Decorations 318,231 305,406
Impairment loss on property, plant and equipment 235,217 1,265,624 Penalty to landlord for early termination of lease 189,268 –
Forfeiture of rental deposit 180,331 –
Allowance for doubtful debts 100,000 –
Loss on disposal of plant and equipment 87,183 314,231
Trade receivable written off 11,657 –
Other receivables written off – advance to investee company – 6,070
Amortisation of other intangible asset – 12,430 Others 2,617,185 2,890,491
Total 34,656,469 34,816,472 Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201378
27 FINANCE COSTS
Group $ $ Bank loans 274,770 241,036
Obligations under finance leases 17,725 19,306
Others 58,425 25,627
Total 350,920 285,969
28 INCOME TAX
Income tax recognised in profit or loss:
Group $ $ Current tax (106,756) 82,966
Deferred tax (610,358) 67,582
Withholding tax – 12,304
Total tax (benefit) expense (717,114) 162,852
Domestic income tax (benefit) expense is calculated at 17% (2012: 17%) of the estimated assessable profit for the year. The total tax (benefit) charge for the year can be reconciled to the accounting loss as follows:
Group Income tax benefit calculated at 17% (2011: 17%) (735,283) (365,108)
Tax effect on the share of results of joint ventures and associates which is shown after tax (32,345) 44,987
Effect of expenses that are not deductible in determining taxable profit 322,329 643,936
Effect of unused tax losses and other temporary differences not recognised as deferred tax assets 310,727 185,741
Effect of different tax rate of subsidiaries operating in other jurisdictions (100,361) 4,303
Tax exempted income (109,717) (125,911)
Effect under PIC Scheme (289,834) (195,037)
Withholding tax – 12,304 Corporate income tax rebate (48,650) –
Others (33,980) (42,363)
Income tax (benefit) expense recognised in profit or loss (717,114) 162,852 Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 79
28 INCOME TAX (cont’d)
As at the end of the reporting period, the group has the following unused tax losses and temporary differences which are Group $ $ At beginning of year 3,173,253 2,063,428
Adjustment to prior year 49,266 10,652
Amount in current year 1,353,079 1,099,173
At end of year 4,575,598 3,173,253
Deferred tax benefit not recorded 777,852 539,453
b) Other temporary differences
At beginning of year 1,189,515 1,206,745
Adjustment to prior year 111,680 (17,230)
Amount in current year 474,723 –
At end of year 1,775,918 1,189,515
Deferred tax benefit not recorded 301,906 202,218
The above tax loss carryforwards and other temporary differences are subject to agreement with the tax authorities in The above deferred tax benefits have not been recognised in the financial statements due to the unpredictability of future The company and subsidiaries in Singapore enjoy deduction/allowances at 400% of eligible expenses up to a limit of its Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201380
29 LOSS FOR THE YEAR
Loss for the year has been arrived at after charging:
Group Staff costs (including directors’ remuneration) 25,489,883 26,576,526
Cost of defined contribution plans (included in staff costs) 1,827,443 1,835,271
Cost of inventories recognised as expense 23,177,565 24,618,414
Write-down of inventory – 602 Audit fees:
– Auditors of the company 236,000 236,000
– Other auditors 78,580 34,066
Directors’ remuneration (excluding directors’ fees):
– of the company 448,425 481,162
– of the subsidiaries 463,023 475,875
Directors’ fees 173,000 173,000
Net foreign exchange loss 33,222 332
30 LOSS PER SHARE
Loss per share is based on the group’s loss for the year attributable to owners of the company of $3,169,072 (2012: There is no dilution of earnings per share as the company and the group did not issue nor have outstanding at the end of 31 DIVIDENDS
On August 31, 2011, a final tax-exempt one-tier dividend of 0.5 cent per share totalling $700,000 in respect of the financial Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 81
32 SEGMENT INFORMATION
Reportable segment
Information reported to the group’s chief operating decision maker for the purposes of resource allocation and assessment The accounting policies of the reportable segment are the same as the group’s accounting policies described in Note 2. Geographical information
The group operates in Singapore, Indonesia and the People’s Republic of China.
The following table provides an analysis of the group’s revenue from external customers based on the geographical location Group geographical market $ $ Singapore 78,397,011 84,717,169
People’s Republic of China 1,784,300 1,922,872
Indonesia 1,363,928 –
Total 81,545,239 86,640,041
The following is an analysis of the carrying amount of segment assets (non-current assets excluding financial instruments, Group 2013 2012 Singapore 16,529,994 14,868,061
People’s Republic of China 5,071 3,692
Indonesia 1,238,290 –
Total 17,773,355 14,871,753
The non-current assets comprise property, plant and equipment. Notes to Financial Statements Tung Lok Restaurants (2000) Ltd Annual Report 201382
32 SEGMENT INFORMATION (cont’d)
Information about major customers
The revenue is spread over a broad base of customers.
The accounting policies of the reportable segments are the same as the group’s accounting policies described in Note 2. 33 CONTINGENT LIABILITIES
Group Company $ $ $ $ lease facilities and corporate loans granted to:
– Subsidiaries – – 9,444,641 7,369,295
– Joint venture company 600,000 810,000 600,000 810,000
Net 600,000 810,000 10,044,641 8,179,295
Letters of undertaking to provide finances to loss making Total 1,142,096 1,363,976 20,223,070 15,126,202
The management is of the opinion that the fair value of the above corporate guarantee is not material.
34 OPERATING LEASE ARRANGEMENTS
Group Lease expenses under operating leases 12,095,651 12,404,999
Included in the lease expenses is an amount of $1,079,545 (2012: $1,174,586) contingent rental incurred during the year as Notes to Financial Statements Annual Report 2013 Tung Lok Restaurants (2000) Ltd 83
34 OPERATING LEASE ARRANGEMENTS (cont’d)
As at the end of the reporting period, the group has outstanding commitments under non-cancellable operating leases, Group $ $ – non-related parties 8,411,485 7,849,046
– related party (Note A) 2,299,534 2,491,878
10,711,019 10,340,924
In the second to fifth years inclusive
– non-related parties 11,546,875 10,936,409
– related party (Note A) 3,648,149 560,066
15,195,024 11,496,475
Total 25,906,043 21,837,399
Note A: The related party is a corporate shareholder of the company.
Operating lease payments represent rentals payable by the group for its restaurant premises and office leases. Leases are According to the terms of the contracts entered into by certain operating subsidiaries at the end of the reporting period, Tung Lok Restaurants (2000) Ltd Annual Report 201384
Number of Issued Shares : 140,000,000 Distribution of Shareholders by size of shareholdings as at 18 June 2013
SIZE OF SHAREHOLDINGS SHAREHOLDERS SHAREHOLDERS NO. OF SHARES SHARE CAPITAL Shareholdings in the hands of public as at 18 June 2013
The percentage of shareholdings in the hands of the public was approximately 13.08% and hence the Company has complied with The Company did not hold any treasury shares as at 18 June 2013.
Twenty largest Shareholders as at 18 June 2013
NO. NAME OF SHAREHOLDERS NO. OF SHARES SHARE CAPITAL TOTAL 131,952,000 94.25
Statistics of Shareholdings Annual Report 2013 Tung Lok Restaurants (2000) Ltd 85
Statistics of Shareholdings Substantial Shareholders
DIRECT INTEREST DEEMED INTEREST TOTAL Zhou Yingnan – – 53,200,000* 38.00 53,200,000 38.00
Tjioe Ka Men 226,000 0.16 54,679,000** 39.06 54,905,000 39.22
Tjioe Ka In 54,000 0.04 53,200,000* 38.00 53,254,000 38.04
Goodview Properties Pte Ltd 26,968,000 19.26 – – 26,968,000 19.26
Far East Organization Centre Pte. Ltd. – – 26,968,000 # 19.26 26,968,000 19.26
Mdm Tan Kim Choo – – 27,206,000## 19.43 27,206,000 19.43
Estate of Ng Teng Fong, Deceased – – 27,206,000### 19.43 27,206,000 19.43
Tee Yih Jia Food Manufacturing Pte Ltd 25,018,000 17.87 – – 25,018,000 17.87
Goi Seng Hui – – 25,018,000+ 17.87 25,018,000 17.87
Antica Capital Pte. Ltd. 14,500,000 10.36 – – 14,500,000 10.36
Andre Tanoto – – 14,500,000@ 10.36 14,500,000 10.36
* Deemed to be interested in these shares held by Zhou Holdings Pte Ltd by virtue of Section 7 of the Companies Act, Cap. ** Deemed to be interested in the 53,200,000 shares held by Zhou Holdings Pte Ltd and 1,479,000 shares held by Ang Tjia # Deemed to be interested in these shares held by Goodview Properties Pte Ltd by virtue of Section 7 of the Companies Act, ## Deemed to be interested in the 26,968,000 shares held by Goodview Properties Pte Ltd as her associate, the Estate of Ng ### Deemed to be interested in the 26,968,000 shares held by Goodview Properties Pte Ltd by virtue of its controlling interest + Deemed to be interested in these shares held by Tee Yih Jia Food Manufacturing Pte Ltd by virtue of Section 7 of the @ Deemed to be interested in the shares held by Antica Capital Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50 Tung Lok Restaurants (2000) Ltd Annual Report 201386
NOTICE IS HEREBY GIVEN THAT the 13th Annual General Meeting of TUNG LOK RESTAURANTS (2000) LTD will be held at Orchard AS ORDINARY BUSINESS
1. To receive the audited accounts for the financial year ended 31 March 2013 and the Reports of the [Resolution 1]
2. To approve Directors’ fees of S$173,000/- for the financial year ended 31 March 2013. (2012: S$173,000/-) [Resolution 2]
3. To re-elect the following Directors retiring pursuant to the Company’s Articles of Association :-
(a) Dr Ker Sin Tze (Pursuant to Article 91) Dr Ker Sin Tze will, upon re-appointment as a Director of the Company, remain as Chairman of the Mr Goi Seng Hui will, upon re-appointment as a Director of the Company, remain as a member of the [Resolution 3(a)] 4. To pass the following Ordinary Resolution :-
“That pursuant to Section 153(6) of the Companies Act, Cap. 50, Dr Tan Eng Liang be and is hereby re- Dr Tan Eng Liang will, upon re-appointment as a Director of the Company, remain as Chairman of the [Resolution 4]
5. To re-appoint Deloitte & Touche LLP as Auditors and to authorise the Directors to fix their remuneration. [Resolution 5]
AS SPECIAL BUSINESS
To consider and, if thought fit, pass the following as Ordinary Resolutions, with or without modifications :-
6. Authority to allot and issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the SGX-ST Catalist Listing (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise, and/or
(ii) make or grant offers, agreements or options (collectively, “instruments”) that might or would [Resolution 6]
Notice of 13th Annual General Meeting
Annual Report 2013 Tung Lok Restaurants (2000) Ltd 87
Notice of 13th Annual General Meeting at any time and upon such terms and conditions and for such purposes and to such persons as the (iii) (notwithstanding that the authority conferred by this resolution may have ceased to be in force) provided THAT:
(a) the aggregate number of shares to be issued pursuant to this resolution does not exceed 100% (b) for the purpose of determining the aggregate number of shares that may be issued under paragraph (c) unless revoked or varied by the Company in general meeting, such authority shall continue in 7. To approve the renewal of the Shareholders’ Mandate for Interested Person Transactions (“IPTs”)
(a) That approval be and is hereby given for the purposes of Chapter 9 of the SGX-ST Catalist Listing (b) That such approval shall, unless revoked or varied by the Company in a general meeting, continue (c) That the Audit and Risk Committee of the Company be and is hereby authorised to take such (d) That the Directors of the Company and each of them be and are hereby authorised to do all such [Resolution 7] Tung Lok Restaurants (2000) Ltd Annual Report 201388
8. To transact any other ordinary business of an Annual General Meeting of which due notice shall have been By Order of the Board
CHAN WAI TENG PRISCILLA Singapore Notice of 13th Annual General Meeting Annual Report 2013 Tung Lok Restaurants (2000) Ltd 89
Notice of 13th Annual General Meeting EXPLANATORY NOTES TO RESOLUTIONS :
(i) In relation to Resolution 4, Mr Ch’ng Jit Koon who retires at the conclusion of this AGM pursuant to Section 153(6) of the Companies (ii) Resolution 6 proposed in item 6 above is to authorise the Directors of the Company to issue shares in the capital of the Company (iii) Resolution 7 proposed in item 7 above, if passed, will renew the IPT Mandate for certain transactions with the interested persons NOTES :
1) A member entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend and vote in his 2) The instrument appointing a proxy must be deposited at the Company’s Registered Office, 1 Sophia Road #05-03 Peace Centre This Notice of Annual General Meeting has been prepared by the Company and its contents have been reviewed by the Company’s Tung Lok Restaurants (2000) Ltd Annual Report 201390
12 July 2013
THIS APPENDIX IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK This Appendix is circulated to Shareholders of Tung Lok Restaurants (2000) Ltd (the “Company”) together with the Company’s If you have sold or transferred all your ordinary shares in the capital of Company represented by physical share certificate(s), you The Notice of Annual General Meeting and a Proxy Form are enclosed with the Annual Report.
This Appendix has been prepared by the Company and its contents have been reviewed by the Company’s sponsor, SAC Capital TUNG LOK RESTAURANTS (2000) LTD (Company Registration Number: 200005703N)
APPENDIX TO THE NOTICE OF THE ANNUAL GENERAL MEETING DATED 12 JULY 2013 IN RELATION TO THE PROPOSED Annual Report 2013 Tung Lok Restaurants (2000) Ltd 91
1. INTRODUCTION ……………………………………………………………………………………………………………………… 96
2. THE PROPOSED RENEWAL OF THE IPT MANDATE ……………………………………………………………………… 96
3. CHAPTER 9 OF THE CATALIST RULES …………………………………………………………………………………………. 96
4. THE IPT MANDATE …………………………………………………………………………………………………………………… 98
5. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS …………………………………………………. 106
6. SHAREHOLDING INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS ……………………….. 106
7. STATEMENT OF THE AUDIT COMMITTEE …………………………………………………………………………………… 107
8. UNAFFECTED DIRECTORS’ RECOMMENDATIONS ………………………………………………………………………. 107
9. ABSTENTION FROM VOTING ……………………………………………………………………………………………………. 107
10. DIRECTORS’ RESPONSIBILITY STATEMENT …………………………………………………………………………………. 108
11. DOCUMENTS AVAILABLE FOR INSPECTION ………………………………………………………………………………. 108
CONTENTS Tung Lok Restaurants (2000) Ltd Annual Report 201392
Unless otherwise stated, the following definitions shall apply throughout this Appendix.
“Act” : The Companies Act (Cap. 50) of Singapore
“AGM” : Annual General Meeting of the Company
“Approved Exchange” : A stock exchange that has rules which safeguard the interests of shareholders against “Appendix” : This Appendix to the Shareholders dated 12 July 2013
“Associate” : (a) In relation to any Director, Chief Executive Officer, Substantial Shareholder or (i) his immediate family;
(ii) the trustees of any trust of which he or his immediate family is a (iii) any company in which he and his immediate family together (directly or (b) In relation to a Substantial Shareholder or a Controlling Shareholder (being a “Associated Company” : A company in which at least 20% but not more than 50% of its shares are held by the “Audit and Risk Committee” : The Audit and Risk Committee of the Company, comprising Dr Tan Eng Liang, Dr Ker Sin “Board” : The board of directors of the Company
“Catalist Rules” : Section B: Rules of Catalist of the Listing Manual of SGX-ST
“CDP” : The Central Depository (Pte) Limited
“Company” : Tung Lok Restaurants (2000) Ltd
DEFINITIONS Annual Report 2013 Tung Lok Restaurants (2000) Ltd 93
“Controlling Shareholder” : A person who:
(a) holds directly or indirectly 15% or more of the nominal amount of all voting (b) in fact exercises control over a company
“Directors” : The directors of the Company for the time being
“Entities at Risk” : The Company, its subsidiaries that are not listed on SGX-ST or an Approved Exchange “Executive Chairman” : The most senior executive officer who is responsible under the immediate authority of “FY” : Financial year ended or ending 31 March, as the case may be
“Group” : The Company and its subsidiaries
“GSH” : Mr Goi Seng Hui
“GSH Associate” : Means, in relation to GSH:
(i) his immediate family; (ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in (iii) any company in which he and his immediate family together (directly or shall for the purposes of the IPT Mandate, include (i) the TYJ Group, (ii) such Associated “Immediate Family” : in relation to a person, means the person’s spouse, child, adopted child, step-child, “Interested Person” : Means, (a) a Director, Chief Executive Officer, or Controlling Shareholder of the For the purposes of the IPT Mandate, means GSH and the GSH Associates
“IPT” : An interested person transaction between any of the Entities at Risk and the Interested DEFINITIONS Tung Lok Restaurants (2000) Ltd Annual Report 201394
“IPT Mandate” : The Shareholders’ mandate for IPTs pursuant to Rule 920 of the Catalist Rules
“Latest Practicable Date” : 3 July 2013, being the latest practicable date prior to the printing of this Appendix
“Management” : The Directors and management of the Company
“NTA” : Net tangible asset
“Recurrent IPTs” : Shall have the meaning ascribed to it in paragraph 4.5
“Securities Account” : A securities account maintained by a Depositor with CDP
“SGX-ST” : Singapore Exchange Securities Trading Limited
“Shareholders” : Registered holders of Shares, except that, where the registered holder is CDP, the term “Shares” : Ordinary shares in the share capital of the Company
“Subsidiary” : Shall have the meaning ascribed to it in the Act
“Substantial Shareholder” : A person has a substantial shareholding in a company if:-
(a) he has an interest or interests in one or more voting shares in the company; and
(b) the total votes attached to that share, or those shares, is not less than 5% of the “T&T” : T&T Gourmet Cuisine Pte Ltd, a joint venture company which is owned equally by “TYJ” : Tee Yih Jia Food Manufacturing Pte Ltd
“TYJ Group” : TYJ and its subsidiaries
“Unaffected Directors” : The Directors who are deemed to be independent for the purposes of making a “2011 EGM” : The extraordinary general meeting of the Company held on 29 July 2011
“S$” and “cents” : Singapore dollars and cents respectively
“%” : per centum or percentage
DEFINITIONS Annual Report 2013 Tung Lok Restaurants (2000) Ltd 95
The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender Any reference in this Appendix to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any discrepancies in the tables included in this Appendix between the listed amounts and the totals thereof are due to rounding. Any reference to a time of day and date in this Appendix shall be a reference to Singapore time and date respectively, unless DEFINITIONS Tung Lok Restaurants (2000) Ltd Annual Report 201396
TUNG LOK RESTAURANTS (2000) LTD 1. INTRODUCTION
1.1 At the 2011 EGM, the Company obtained the IPT Mandate whereby authority was given to the Company and/or its 1.2 Resolution 7 in the Notice of Annual General Meeting relates to the renewal of the IPT Mandate. This Appendix is to 2. THE PROPOSED RENEWAL OF THE IPT MANDATE
2.1 The IPT Mandate obtained at the 2011 EGM was expressed to have effect until the next AGM of the Company. As such, 2.2 The proposed renewal of the IPT Mandate will enable the Company and/or its subsidiaries which are considered to be 2.3 There is no change in the categories of transactions, entities at risk and interested persons in the proposed renewal of the 2.4 The renewed IPT Mandate will take effect from the passing of the ordinary resolution relating thereto at the forthcoming 3. CHAPTER 9 OF THE CATALIST RULES
Chapter 9 of the Catalist Rules governs transactions by the Company and/or its subsidiaries, with interested persons. The
LETTER TO SHAREHOLDERS Annual Report 2013 Tung Lok Restaurants (2000) Ltd 97
business, and whether or not entered into directly or indirectly. An “interested person” is defined to mean a Director, Chief Save as otherwise provided under Chapter 9 of the Catalist Rules, an immediate announcement and/or shareholders’ (a) An immediate announcement is required where:
(i) the value of a proposed transaction is equal to or exceeds 3% of the Group’s latest audited consolidated NTA (ii) the aggregate value of all transactions entered into with the same interested person during the same (b) Shareholders’ approval is required where:
(i) the value of a proposed transaction will be equal to or will exceed 5% of the Group’s latest audited (ii) the aggregate value of all transactions entered into with the same interested person during the same financial (c) The value of a transaction is the amount at risk to the listed company:
(i) in the case of a partly-owned subsidiary or associate company, the value of the transaction is the listed (ii) in the case of a joint venture, the value of the transaction includes the equity participation, shareholders’ (iii) in the case of borrowing of funds from an interested person, the value of the transaction is the interest Part VIII of Chapter 9 of the Catalist Rules allows a listed company to seek a general mandate from its shareholders for LETTER TO SHAREHOLDERS Tung Lok Restaurants (2000) Ltd Annual Report 201398
4. THE IPT MANDATE
4.1 Background and relationship between the parties
The Group and its associated companies owns and/or manages about 40 restaurants.
The TYJ Group and its associated companies are, amongst other things, carrying on business as manufacturers and As the Group, the TYJ Group and their respective associated companies are in complementary businesses, the Group GSH has been a Director of the Company since 23 June 2011. GSH is a Controlling Shareholder and has an interest in The IPT Mandate was proposed to enable the Entities at Risk to enter into recurrent transactions (more particularly set out in 4.2 Classes of Interested Persons
The IPT Mandate will apply to the following classes of Interested Persons:
(a) GSH; and
(b) the GSH Associates (including the TYJ Group and T&T).
T&T, being (i) an Associated Company of the Company (over which the Group has joint control with the TYJ Group); and 4.3 Scope of the IPT Mandate
The IPT Mandate will cover a wide range of transactions arising from the ordinary course of business of the Entities at Risk Under the IPT Mandate, transactions below S$100,000 shall be included for the purposes of aggregation under Rules 905 LETTER TO SHAREHOLDERS Annual Report 2013 Tung Lok Restaurants (2000) Ltd 99
Transactions between the Entities at Risk with interested persons that do not fall within the ambit of the IPT Mandate will be 4.4 Categories of IPTs
The categories of IPTs which will be covered by the IPT Mandate are as set out below:
(a) Purchase of raw materials, semi-processed products or certain finished products from Interested Persons
(i) T&T as an Entity at Risk
Since April 2005, T&T has from time to time made joint purchases with the TYJ Group and its associated The said arrangement enables T&T to tap on the network of suppliers of the TYJ Group and its associated (ii) T&T as one of the Interested Persons
In addition, the Group and its associated companies (other than T&T) may from time to time purchase other (b) Purchase of dim sum and mooncakes from Interested Persons
(i) T&T as an Interested Person
Since April 2005, the Group and its associated companies (other than T&T) have been purchasing certain (ii) T&T as an Entity at Risk
In addition, the TYJ Group and its associated companies (other than T&T) may from time to time source for (c) Sale of dim sum and mooncakes to Interested Persons
T&T as one of the Entities at Risk
Since April 2005, T&T has been selling dim sum and mooncakes (for the purposes of export) to the TYJ Group and its LETTER TO SHAREHOLDERS Tung Lok Restaurants (2000) Ltd Annual Report 2013100
The Group and its associated companies (other than T&T) also tap on the local distribution network of the TYJ Group (d) Receipt of services from Interested Persons
The receipt of the following services by T&T, being the Entity at Risk, from the TYJ Group and its associated (i) Delivery of goods and documents and sub-contracting of labour such as financial bookkeeping; and
(ii) laboratory test services for food products, and logistics services for food storage and delivery.
4.5 Rationale for and benefits of the IPT Mandate
The Entities at Risk and the Interested Persons are in related businesses, and have been transacting with each other, in Accordingly, the IPT Mandate is to enable the Entities at Risk to enter into the Recurrent IPTs with the Interested Persons The Directors believe that the IPT Mandate is in the interests of the Group for the following reasons:
(a) It will be beneficial to the Group to allow the IPTs, provided that they are carried out on normal commercial terms, (b) The Recurrent IPTs will occur frequently at differing intervals. The IPT Mandate and any subsequent renewals of 4.6 Guidelines and review procedures for the Recurrent IPTs under the IPT Mandate
The IPT Mandate incorporates the following guidelines and review procedures for the following IPTs:
(a) Purchase of raw materials, semi-processed products or certain finished products from Interested Persons The purchase of raw materials, semi-processed products or certain finished products from the Interested Persons will LETTER TO SHAREHOLDERS Annual Report 2013 Tung Lok Restaurants (2000) Ltd 101
In this regard, prior to any entry of a transaction with an Interested Person, quotes shall be contemporaneously In the event that two (2) quotations from unrelated third parties are not available, the relevant Approval Authority (as (b) Purchase of dim sum and mooncakes from Interested Persons The purchase of dim sum and mooncakes from the Interested Persons will be carried out on terms comparable or (i) T&T as an Interested Person In respect of purchases of certain types of dim sum and mooncakes by the Group and its associated At least two (2) comparable quotations from unrelated third parties for items similar to those listed on LETTER TO SHAREHOLDERS Tung Lok Restaurants (2000) Ltd Annual Report 2013102
In the event that two (2) quotations from unrelated third parties are not available, the Tung Lok (ii) T&T as an Entity at Risk In respect of purchases of dim sum by T&T from the TYJ Group and its associated companies (other than (c) Sale of dim sum and mooncakes to Interested Persons In respect of the sale of dim sum and mooncakes by the Group and its associated companies to the TYJ Group and Prior to entering into a sales transaction with the TYJ Group and its associated companies (other than T&T) for the (d) Receipt of services from Interested Persons The receipt of services by T&T, being the Entity at Risk, from the TYJ Group and its associated companies (other than (i) The receipt of services such as the delivery of goods and documents and subcontracting of labour such as LETTER TO SHAREHOLDERS Annual Report 2013 Tung Lok Restaurants (2000) Ltd 103
The Audit and Risk Committee will review, on a half-yearly basis, whether the fees paid to the TYJ Group (ii) In relation to the receipt of services such as laboratory test services for food products, and logistics services In the event that two (2) quotations from unrelated third parties are not available, an executive director of the 4.7 Threshold Limits
In addition to the review procedures, the following approval procedures will be implemented to supplement existing (a) Threshold for individual IPTs
(i) Transactions between T&T (as an Entity at Risk) and the Interested Persons (excluding T&T):
(1) Where an individual IPT is in excess of S$250,000, such transaction will require the prior approval of (2) Where an individual IPT is equal to or below S$250,000, such transaction will be approved by any (ii) Transactions between the Group and its Associated Companies (other than T&T) with the Interested Persons (1) Where an individual IPT is in excess of S$150,000, such transaction will require the prior approval of (2) Where an individual IPT is in excess of S$50,000 but equal to or below S$150,000, such transaction (3) Where an individual IPT is equal to or below S$50,000, such transaction will be approved by the LETTER TO SHAREHOLDERS Tung Lok Restaurants (2000) Ltd Annual Report 2013104
(b) Threshold for aggregate value of IPTs
(i) Where the aggregate value of the IPTs in the same financial year is less than 10% of the latest audited NTA of (ii) Where the aggregate value of the IPTs in the same financial year is equal to or in excess of 10% of the The threshold limits set out above are adopted by the Company taking into account, inter alia, the nature, volume, 4.8 Additional procedures to be taken by the Company in respect of all IPTs
4.8.1 The finance department of the Entities at Risk will maintain a register of transactions carried out with the Interested 4.8.2 The financial controller of the Company will obtain signed letters of confirmation from key management personnel 4.8.3 The financial controller of the Company will maintain a list of the Directors, Executive Chairman and Controlling 4.8.4 The Company’s annual internal audit plan shall incorporate a review of all IPTs, including the established review 4.8.5 The Audit and Risk Committee shall periodically review the Interested Person Transactions Register, at least on a half- LETTER TO SHAREHOLDERS Annual Report 2013 Tung Lok Restaurants (2000) Ltd 105
the transaction and its supporting documents or such other data deemed necessary by the Audit and Risk Committee. 4.8.6 The Audit and Risk Committee has the overall responsibility for determining the review procedures, with the 4.8.7 The Audit and Risk Committee will review (i) the letters of confirmation from key management personnel, the 4.8.8 For purposes of the above review and approval process, any Director who is not considered independent for 4.8.9 The Directors will ensure that all disclosure, approval and other requirements on the IPTs, including those required 4.9 Validity Period of the IPT Mandate
If approved at the forthcoming AGM, the renewed IPT Mandate will take effect from the passing of the ordinary 4.10 Disclosure of the Interested Person Transactions pursuant to the IPT Mandate
The Company will:
(a) announce the aggregate value of transactions conducted with Interested Persons pursuant to the IPT Mandate for (b) disclose the IPT Mandate in the Company’s annual report, giving details of the aggregate value of transactions LETTER TO SHAREHOLDERS Tung Lok Restaurants (2000) Ltd Annual Report 2013106
The disclosure will include the name of the Interested Persons and the corresponding aggregate value of the IPTs, presented 5. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
Save for GSH and TYJ, none of the Directors or Substantial Shareholders of the Company has any interest, direct or indirect, 6. SHAREHOLDING INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
6.1 The details and shareholdings of the Directors and the Substantial Shareholders of the Company (as recorded in the Register Direct Deemed Tjioe Ka Men 226,000 0.16 54,679,000*** 39.06 Substantial Shareholders Deemed Zhou Holdings Pte Ltd 53,200,000 38.00 – – Notes:
* Deemed to be interested in these shares held by Zhou Holdings Pte Ltd by virtue of Section 7 of the Act
** Deemed to be interested in these shares held by Tee Yih Jia Food Manufacturing Pte Ltd by virtue of Section 7 of the Act
*** Deemed to be interested in the 53,200,000 shares held by Zhou Holdings Pte Ltd and 1,479,000 shares held by Ang Tjia Leng @
Widjaja Linda Anggraini (spouse) by virtue of Section 7 of the Act
LETTER TO SHAREHOLDERS Annual Report 2013 Tung Lok Restaurants (2000) Ltd 107
# Deemed to be interested in these shares held by Goodview Properties Pte Ltd by virtue of Section 7 of the Act
## Deemed to be interested in the 26,968,000 shares held by Goodview Properties Pte Ltd as her Associate, the Estate of Ng Teng Fong,
Deceased by a controlling interest in Far East Organization Centre Pte Ltd, which in turn has a controlling interest in Goodview
Properties Pte Ltd and 238,000 shares held by Kuang Ming Investments Pte. Ltd. by virtue of she having more than 20% interest in
Kuang Ming Investments Pte. Ltd. by virtue of Section 7 of the Act
### Deemed to be interested in the 26,968,000 shares held by Goodview Properties Pte Ltd by virtue of its controlling interest in Far East
Organization Centre Pte Ltd, which in turn has a controlling interest in Goodview Properties Pte Ltd and 238,000 shares held by
Kuang Ming Investments Pte. Ltd. as its Associate, Mdm Tan Kim Choo has more than 20% interest in Kuang Ming Investments Pte.
Ltd. by virtue of Section 7 of the Act @ Deemed to be interested in the shares held by Antica Capital Pte. Ltd. by virtue of Section 7 of the Act
6.2 Save as disclosed above, none of the Directors has any direct or deemed interest in the Shares.
7. STATEMENT OF THE AUDIT AND RISK COMMITTE
The Audit and Risk Committee confirms that the methods and procedures for determining the transaction prices for the The Audit and Risk Committee has reviewed the terms of the IPT Mandate and is satisfied that the review procedures of 8. UNAFFECTED DIRECTORS’ RECOMMENDATIONS
Having considered, amongst others, the rationale for and benefits of the IPT Mandate to the Group and its Associated 9. ABSTENTION FROM VOTING
Abstinence from voting
In accordance with Rule 920(1)(b)(viii) of the Catalist Rules, the Interested Persons will abstain and have undertaken to As GSH is an Interested Person, he will abstain from and has undertaken to ensure that the GSH Associates will abstain LETTER TO SHAREHOLDERS Tung Lok Restaurants (2000) Ltd Annual Report 2013108
10. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full responsibility for the accuracy of the information given in this 11. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents may be inspected at the office of the Company’s Singapore Share Registrar and Share (a) the Memorandum and Articles of Association of the Company; and
(b) the Annual Report of the Company for FY2013.
Yours faithfully
For and on behalf of the Board of Directors of LETTER TO SHAREHOLDERS Tung Lok Restaurants (2000) Ltd Proxy Form IMPORTANT
1. For investors who have used their CPF monies to buy the Company’s 2. This Proxy Form is not valid for use by CPF investors and shall be 3. CPF investors who wish to attend the Meeting as an observer must I/We, (Name)
of (Address) being a member/
members of Tung Lok Restaurants (2000) Ltd (the “Company”), hereby appoint
Name NRIC/Passport No. Proportion of Shareholdings Address
and/or (delete as appropriate)
Name NRIC/Passport No. Proportion of Shareholdings as my/our proxy/proxies to vote for me/us and on my/our behalf and, if necessary, to demand a poll, at the 13th Annual General (Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions to be Resolution No. For Against 2 Approval of Directors’ Fees
3(a) Re-election of Dr Ker Sin Tze as a Director
3(b) Re-election of Mr Goi Seng Hui as a Director
4 Re-appointment of Dr Tan Eng Liang as a Director
5 Re-appointment of Auditors
6 Authority to Issue Shares (General)
7 Renewal of the Shareholders’ Mandate for Interested Person Transactions
Dated this day of 2013
Total number of shares in No. of Shares
(a) CDP Register
(b) Register of Members
Signature(s) of Member(s)/Common Seal
IMPORTANT: Please read notes overleaf Notes:-
1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two 3. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of 4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1 Sophia 5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised 6. Where an instrument appointing a proxy is signed on behalf of the appointer by an attorney, the letter of power of attorney 7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as GENERAL:-
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or 298 Tiong Bahru Road #14-01/04, Central Plaza, Singapore 16873 0
Tel: 62707998 Fax: 62727120 www.tunglok.com 5 703N
Annual Report 2011 I ended 31 march 2011
Tu k R ran 2
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This annual report has been reviewed by the Company’s sponsor, KW Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange .
This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, The details of the contact person for the Sponsor is: 7
2 4 Corporate Information
5 Historical Financial Summary
6 8
Management Team
9
Statement of Corporate Governance
19 Chairman’s Statement It gives me great pleasure to present you the annual report for Tung Financial Performance
As shareholders will recall, since the global financial crisis began As consumer confidence returned after the end of the financial crisis, More importantly, our profitability ratios increased across the board The bottom-line included a net gain of S$218,000 from our joint- Other operating income decreased by 6% to S$2.1 million in FY11 Tung Lok Restaurants (2000) Ltd Annual Report 20112 Dividend
To thank shareholders for their loyalty and support, the Board Operations
As outlined above, the Group benefi ted from efforts to improve As of 31 March 2011 the Group operated a total of 44 outlets In the last three years we have invested signifi cant resources Outlook and Forward Strategy
Having delivered a healthy set of results, we are not resting on To meet these challenges, we will continue to streamline The second prong of our strategy is in branding and marketing. We Board and Management Appointments
During the year under review, Mr Wee Kheng Jin was appointed On 1 May 2010, Mr Ng Chi Hung, Ricky, was appointed as Chief We congratulate them on their appointments.
Acknowledgements and Appreciation
The accomplishments in the year under review were the Andrew Tjioe Executive Chairman
22 June, 2011
Annual Report 2011 Tung Lok Restaurants (2000) Ltd 3 Corporate Information BOARD OF DIRECTORS
Mr Tjioe Ka Men
Executive Chairman Ms Tjioe Ka In
Executive Director
Ker Sin Tze (Dr)
Independent Director
Tan Eng Liang (Dr)
Independent Director Mr Ch’ng Jit Koon
Independent Director Mr Wee Kheng Jin
Non-Executive Director
Mr Goi Seng Hui
Non-Executive Director EXECUTIVE COMMITTEE*
Tan Eng Liang (Dr) (Chairman)
Ker Sin Tze (Dr) Mr Ch’ng Jit Koon
Mr Tjioe Ka Men *Dissolved on 7 March 2011
NOMINATING COMMITTEE
Ker Sin Tze (Dr) (Chairman)
Tan Eng Liang (Dr) REMUNERATION COMMITTEE
Mr Ch’ng Jit Koon (Chairman)
Tan Eng Liang (Dr) AUDIT COMMITTEE
Tan Eng Liang (Dr) (Chairman) COMPANY SECRETARY
Stella Chan
REGISTERED OFFICE
1 Sophia Road #05-03
Peace Centre
Singapore 228149
Tel: 6337 1712
Fax: 6337 4225
SHARE REGISTRAR AND SHARE
TRANSFER OFFICE
M & C Services Private Limited
138 Robinson Road #17-00
The Corporate Offi ce
Singapore 068906
AUDITORS
Deloitte & Touche LLP
6 Shenton Way #32-00
DBS Building Tower Two
Singapore 068809
Partner in charge:
Cheng Ai Phing
Date of appointment: 23 July 2010
PRINCIPAL BANKERS
United Overseas Bank Ltd
Standard Chartered Bank
Tung Lok Restaurants (2000) Ltd Annual Report 20114 Historical Financial Summary OPERATING RESULTS FOR THE GROUP
$’000 FY2007 FY2008 FY2009 FY2010 FY 2011 Turnover 69,871 75,902 73,428 81,343 94,303
Profit / (Loss) before tax and share of Profit (Loss) of Joint Ventures 2,659 2,768 228 1,415 4,294
Share of Profit / (Loss) of Joint Ventures & Associate (1,139) (1,481) (2,482) (136) 394
Taxation (600) (882) (323) (555) (748)
Profit / (Loss) after taxation but before minority interests 920 405 (2,576) 724 3,940
Profit / (Loss) attributable to the equity holders of the company 779 88 (2,686) 650 4,060
FINANCIAL POSITION FOR THE GROUP
As at
$’000 2007 2008 2009 2010 2011 Property, plant and equipment 8,538 10,547 11,194 13,639 12,103
Intangible asset 92 72 52 32 12
Goodwill on consolidation 204 204 204 – –
Current assets 15,930 17,162 13,808 20,247 22,467
Other non-current assets 2,771 2,451 1,976 2,167 3,051
Total assets 27,535 30,436 27,234 36,085 37,633
Current liabilities 16,559 19,686 18,608 23,421 21,838
Non-current liabilities 2,364 1,961 2,634 5,916 5,374
Shareholders’ equity 8,022 7,813 4,855 5,714 9,862
Minority interests 590 976 1,137 1,034 559
Total liabilities and equity 27,535 30,436 27,234 36,085 37,633
NTA per share cents 5.52 5.38 3.29 4.06 7.04
NOTE
1. The restated financials from 2007 to 2009 was due to the implementation of INT FRS 113 – Customer Loyalty Programmes in 2010.
Annual Report 2011 Tung Lok Restaurants (2000) Ltd 5 Board of Directors
ANDREW TJIOE was appointed to the Board since 28 September 2006, he was appointed as Executive Chairman, and continues
to spearhead the Group’s overall direction. He founded Tung Lok
Shark’s Fin Restaurant Pte Ltd in 1984. He has since established
a chain of reputable restaurants in Singapore, Indonesia, Japan,
China and India, and continues to lead the Group from strength
to strength.
In 1997 and 2002, in recognition of his success, Mr Tjioe was
awarded the “Singapore Restaurateur of the Year” by Wine &
Dine. In November 2000, he was presented the “International
Management Action Award” (IMAA) by Institute of Management
and Spring Singapore jointly for Excellence in Management
Action for his outstanding management of the Tung Lok Group.
In 2001, he was awarded the “Tourism Entrepreneur of the Year
Award” by the Singapore Tourism Board. At the World Gourmet
Summit Awards of Excellence 2005, he was awarded the
“Lifetime Achievement Award”, in recognition of his innovative
contributions and tireless dedication to the restaurant industry in
Singapore and abroad. In November 2006, he was named the
“Hospitality Entrepreneur of the Year” in the Hospitality Asia
Platinum Awards Singapore Series 2006-07, conceptualised to
recognise the dedication and commitment of industry-related
players beyond the call of duty. In November 2007, Andrew
received the “Most Creative Entrepreneurial Leaders of Asia-
Pacific Award” at the APCE (Asia-Pacific Chinese Entrepreneurial
Leaders Forum) 2007. In February 2008, he was honoured with the
“International Star Diamond Lifetime Achievement Award” from
the New York-based American Academy of Hospitality Sciences.
This is often referred to as the ‘Oscars’ of the service sector. At
the World Gourmet Summit Awards of Excellence 2011, Mr Tjioe
was named “Restaurateur of the Year” (Regional Category).
Mr Tjioe is currently the Vice-President of the Restaurant
Association of Singapore (RAS); the Vice-President of the
Franchising and Licensing Association of Singapore; as well as a
member of the Board of Directors of the SHATEC Institute, which
is the educational institute of the Singapore Hotel Association
(SHA).
Mr Tjioe is a graduate in Business Administration from Oklahoma
State University, USA.
TJIOE KA IN was appointed to the Board on 1 March 2001 Group in 1988 and currently holds the appointment of Executive
Director of the Group. Her primary responsibilities include
strategic planning and ensuring smooth operations of Tung Lok’s
restaurants in Singapore and Indonesia.
Currently, Ms Tjioe oversees the operation of Tung Lok’s Central
Kitchen. Its primary business is in production of gourmet dim sum
and snacks for both local and export markets, premium moon
cakes and festive goodies such as nian gao and Chinese pastries.
Her responsibilities include product development and planning.
Ms Tjioe holds a Bachelor of Science Degree in Hotel and
Restaurant Management from Oklahoma State University, USA.
She was President of the Lions Club of Singapore Oriental for
the term year 2000/2001, and is presently a member of the Ulu
Pandan Community Club Management Committee.
DR TAN ENG LIANG was appointed as an Independent elected on 23 July 2010. He is the Chairman of the Audit
Committee and also a Member of the Nominating Committee and
Remuneration Committee. Dr Tan was a Member of Parliament
from 1972 to 1980, the Senior Minister of State for National
Development from 1975 to 1978 and Senior Minister of State
for Finance from 1978 to 1979. He also served as the Chairman
of the Urban Redevelopment Authority, Singapore Quality &
Reliability Association and the Singapore Sports Council. Dr Tan
has a Doctorate from Oxford University, England. Dr Tan was
awarded the Public Service Star (BBM), Public Service Star (BAR)
and the Meritorious Service Medal by the Singapore Government.
Dr Tan is also a director of the following public listed companies:
Sunmoon Food Company Ltd, Progen Holdings Ltd, Sapphire
Corporation Limited, United Engineers Ltd, Hartawan Holdings
Limited and HG Metal Manufacturing Limited.
DR KER SIN TZE was appointed as an Independent Director the Chairman of the Nominating Committee, and also a Member
of the Audit Committee and Remuneration Committee. Dr Ker
is currently the Consul-General of Singapore Consulate in Hong
Kong. He holds a Bachelor of Commerce degree from Nanyang
Tung Lok Restaurants (2000) Ltd Annual Report 20116 University, M.A.(Economics) and Ph.D(Economics) degree from
the University of Manitoba, Canada. He lectured at the then
University of Singapore from 1974 to 1980. He joined Liang Court
Pte Ltd as Managing Director in 1980 until September 1991. In
September 1990, he was appointed as the Executive Chairman
of Superior Multi-Packaging Limited (formerly known as Superior
Metal Printing Limited), a public listed company. In August 1991,
Dr Ker was elected to Parliament. He resigned from Liang Court
Pte Ltd and Superior Multi-Packaging Limited at the end of 1991
to take up his appointment as Minister of State for Information
and the Arts and Minister of State for Education in January 1992.
He resigned from his government posts and returned to the private
sector in September 1994. He served as a Member of Parliament
during the period 1991 to 2001.
CH’NG JIT KOON was appointed as an Independent Director He is the Chairman of the Remuneration Committee and is also
a Member of the Audit Committee and Nominating Committee.
Mr Ch’ng, a Justice of the Peace, was a Member of Parliament
from 1968 to 1996. He was holding the post of Senior Minister
of State when he retired in January 1997. In addition to holding
directorships in several other public listed and private companies
in Singapore, he also serves in several community organizations.
WEE KHENG JIN was appointed as a Non-Executive Director at the forthcoming Annual General Meeting. He is a Member of
the Audit Committee and Nominating Committee. Mr Wee is
currently an Executive Director of Far East Organization. He holds
a Bachelor of Accountancy from the University of Singapore. Prior
to joining Far East Organization in February 2000, he worked in
various positions in Citigroup for 16 years including several years
as its Country Financial Controller and board member of Citicorp
Investment Bank Singapore Limited. He is currently on the board
of Yeo Hiap Seng Limited and holds directorship in several other
private companies involved in real estate related activities and
hospitality services
GOI SENG HUI was appointed as a Non-Executive Director of forthcoming Annual General Meeting. Mr Goi is the Executive
Chairman of Tee Yih Jia Food Manufacturing (TYJ), a global food
and beverage group with operations in Singapore, Malaysia, USA,
Europe and China. He also has a growing property development
business in China.
An active corporate citizen, Mr Goi serves as Chairman on
numerous committees such as the International Trade Committee
of the Singapore Chinese Chamber of Commerce & Industry
and the Food Manufacturing Working Group, as well as the
Ulu Pandan Citizens’ Consultative Committee. He also sits
on the board of many committees such as the Dunman High
School Advisory Committee, Singapore Badminton Association,
Futsing Association, Kong Hwa School Alumni, Singapore Table
Tennis, Tan Kah Kee Foundation and the Nanyang Gwee Clan
Association. A member of the CDAC Board of Trustees, Business
China and Singapore Manufacturers’ Federation, Mr Goi also
serves as the Honorary Life President of the Enterprise 50 Club and
is the Vice Chairman of IE Singapore’s “Network China” Steering
Committee as well as its regional representative for Fuzhou City
and Fujian Province. He is currently the Honorary Chairman
for the International Federation of Fuqing Association and is a
council member for the Singapore Zhejiang Economic & Trade
Council. In recognition of his leadership, Mr Goi was awarded
the Public Service Star (BBM) in 2004 and the “Leadership Award
in Philanthropy” by Singapore Tatler magazine in 2005. Among
other accolades, TYJ was awarded fi rst place among Singapore’s
best 50 companies in Year 2000’s Enterprise 50 awards and was a
winner of Ernst & Young’s “Entrepreneur of the Year” Award 2004
(Services and Business Products category).
Annual Report 2011 Tung Lok Restaurants (2000) Ltd 7 Management Team RICKY NG Ricky began his career with Tung Lok Group in 1999 at the then Club In 2006, he was promoted to Vice President – Operations, and in As Chief Operating Officer, Ricky’s primary responsibility is to Ricky was formally trained at the Australian School of Tourism and LIM QUEE TECK Prior to joining the Group in 2001, Lim Quee Teck was responsible JOCELYN TJIOE A diploma graduate in Business Studies from Ngee Ann Polytechnic, VINCENT PHANG Vincent joined the Group in 1998. With a career spanning of 15 also holds various certificates from the American Hotels & Motels WOODY ACHUTHAN Prior to joining the Group in 2001, Woody was with United Airlines CAROLYN TAN Carolyn joined the Group in 2002 as Marketing Communications CHUA POH YORK Poh York joined the Group in 1985 as Assistant Manager of Tung Lok Restaurants (2000) Ltd Annual Report 20118 Statement of Corporate Governance TUNG LOK RESTAURANTS (2000) LTD (the “Company”) is committed to ensuring and maintaining a high standard of corporate BOARD MATTERS
The Board’s Conduct of its Affairs
Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible The Board of Directors (the “Board”) conducts at least three meetings a year and as warranted by circumstances. The Company’s Articles The attendance of the directors at meetings of the Board and Board committees during the financial year ended 31 March 2011 Name
BOARD AUDIT EXECUTIVE REMUNERATION NOMINATING NO. OF MEETINGS NO. OF MEETINGS NO. OF MEETINGS NO. OF MEETINGS NO. OF MEETINGS
Held Attended Held Attended Held Attended Held Attended Held Attended
Tjioe Ka Men 4 4 – – 5 5 – – 1 1
Tjioe Ka In 4 4 – – 5 5 – – – –
Tan Eng Liang 4 4 4 4 5 5 2 2 1 1
Ker Sin Tze 4 4 4 4 5 5 2 2 1 1
Ch’ng Jit 4 3 4 3 5 4 2 2 1 1
Juliette 4 4 4 4 – – N.A. N.A. – –
Wee Kheng 3 3 3 3 – – – – N.A. N.A.
Goi Seng N.A. N.A. – – – – – – – –
* Appointed as Member of Remuneration Committee on 7 March 2011/Resigned from the Board on 23 June 2011 Appointed as Member of Nominating Committee on 7 March 2011 The Board is responsible for : Annual Report 2011 Tung Lok Restaurants (2000) Ltd 9 Statement of Corporate Governance Matters, which are specifically reserved to the full Board for decision are those involving material acquisitions and disposals of assets, These Committees function within clearly defined terms of references and operating procedures, which are reviewed on a regular The Executive Committee (“EXCO”) was formed to assist the Board in the management of the Group. The EXCO comprises the Dr Tan Eng Liang (Chairman & Independent Director) The EXCO evaluates and recommends to the Board policies on matters covering financial control and risk management of the Group, On appointment, the Chairman of the Board will brief new Directors on the Group’s business and policies. Directors and Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate The Board comprises seven (7) directors, of whom two (2) are executive directors, three (3) non-executive and independent directors Mr Tjioe Ka Men (Executive Chairman) The criterion for independence is based on the definition given in the Code. The Board considers an “independent” director as one Tung Lok Restaurants (2000) Ltd Annual Report 201110 Statement of Corporate Governance The Board is of the view that the current board size of seven directors is appropriate, taking into account the nature and scope of the Chairman and Chief Executive Officer
Principle 3: There should be a clear division of responsibilities at the top of the company – the working of the Board and the executive Mr Tjioe Ka Men is the Executive Chairman of the Company. As Executive Chairman, Mr Tjioe Ka Men bears responsibility for the Mr Tjioe Ka Men also bears executive responsibility for the management of the Group.
The Board is of the view that, given the scope and nature of the operations of the Group and the strong element of independence of Board Membership
Principle 4: There should be a formal and transparent process for the appointment of new directors to the Board.
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 Nominating Committee (“NC”) comprises five directors of whom three are non-executive and independent directors, one is an Dr Ker Sin Tze (Chairman) The NC has adopted specific written terms of reference and its role is to establish a formal and transparent process for the following, (1) the appointment or re-appointment of members of the Board;
(2) evaluating and assessing the effectiveness of the Board as a whole, and the contribution by each individual director to the (3) determining the independence of directors in accordance with Guidance Note 2.1 of the Code.
The Articles of Association of the Company require one-third of the Board to retire from office at each Annual General Meeting Annual Report 2011 Tung Lok Restaurants (2000) Ltd 11 Statement of Corporate Governance The NC recommended the re-election of Dr Ker Sin Tze pursuant to Article 91 and Mr Wee Kheng Jin and Mr Goi Seng Hui pursuant With close to half of the Board comprising independent non-executive Directors, the Board is able to exercise objective judgment on The Company has in place policies and procedures for the appointment of new directors including the description on the search Other key information regarding directors could be found in the Board of Directors Section in this Annual Report.
Although the independent directors hold directorships in other companies, which are not in the Group, the Board is of the view that The NC evaluated the Board’s performance as a whole in FY2011 based on performance criteria set by the Board. Each individual Access to Information
Principle 6: In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information In order to ensure that the Board is able to fulfill its responsibilities, management provides the Board members with at least half- The Board, either individually or as a group, in the furtherance of their duties, has access to independent professional advice, if The Board has separate and independent access to the Company Secretary and to other senior management executives of the Company Tung Lok Restaurants (2000) Ltd Annual Report 201112 Statement of Corporate Governance 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 Level and Mix of Remuneration
Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company The Remuneration Committee (“RC”) comprises three directors, of whom all are non-executive and independent directors. The RC has The members of the RC are as follows :-
Mr Ch’ng Jit Koon (Chairman) The RC’s main duties are: –
(a) to review and recommend to the Board in consultation with management and the Chairman of the Board: – of the executive directors/key executives; (b) to recommend to the Board, in consultation with management and the Chairman of the Board, the Executives’ Share Option (c) to carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions that may be As part of its review, the RC shall ensure that :
(a) all aspects of remuneration, including director’s fees, salaries, allowances, bonuses, options and benefits-in-kinds should (b) the remuneration packages should be comparable within the industry and comparable companies and shall include a (c) the remuneration package of employees related to executive directors and controlling shareholders of the Group are in line with Annual Report 2011 Tung Lok Restaurants (2000) Ltd 13 Statement of Corporate Governance No director is involved in deciding his own remuneration. The non-executive and independent directors do not have any service All aspects of remuneration, including but not limited to directors’ fee, salaries, allowances, bonuses, and benefits-in-kind shall Disclosure on Remuneration
Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure The details of the remuneration of directors of the Group disclosed in bands for services rendered during the financial year ended 31 Number of directors
2011 2010
$500,000 and above – –
$250,000 to $499,999 1 1
Below $249,999 6 5
Total 7 6
Directors’ Remuneration
Remuneration Salary
& Fees
%
Performance % Other % Tot al
Remuneration
% Executive Directors
Tjioe Ka Men C 100 – – 100
Tjioe Ka In B 100 – – 100
Non-Executive Directors
Tan Eng Liang A 100 – – 100
Ker Sin Tze A 100 – – 100
Ch’ng Jit Koon A 100 – – 100
Juliette Lee Hwee Khoon A 100 – – 100
Wee Kheng Jin A 100 – – 100
Remuneration Band “A” = Tung Lok Restaurants (2000) Ltd Annual Report 201114 Statement of Corporate Governance The service contracts of the executive directors, key executives and employees related to our Directors are reviewed periodically a) the remuneration include a fixed salary, a bonus and a variable performance bonus which is linked to the Group and individual b) there are no onerous compensation commitments on the part of the Company in the event of a termination of the service of The Company does not have any employee share option schemes or other long-term incentive schemes for directors at the moment.
The overall wage policies for the employees are linked to performance of the Group as well as individual and determined by the Board Disclosure of the top five executives’ remuneration (executives who are not directors of the Company) in the following bands for Name of Remuneration Ricky Ng Chi Hung B 93 7 – 100
Phang Chwee Kin B 71 29 – 100
Tjioe Ka Lie* B 100 – – 100
Lim Quee Teck A 100 – – 100
Li Ngai Man A 93 7 – 100
* Immediate Family Member of Directors or Substantial Shareholders
Tjioe Ka Lie is the sister of the Executive Chairman, Mr Tjioe Ka Men, and a Director, Ms Tjioe Ka In.
ACCOUNTABILITY AND AUDIT
Accountability
Principle 10: The Board should present a balanced and understandable assessment of the company’s performance, position and prospects.
The Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure full disclosure Price sensitive information will be publicly released either before the Company meets with any group of investors or analysts or Annual Report 2011 Tung Lok Restaurants (2000) Ltd 15 Statement of Corporate Governance Audit Committee
Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.
The Audit Committee (“AC”) comprises the following four non-executive Directors, majority of whom including the Chairman, are Dr Tan Eng Liang (Chairman) The AC has adopted specific terms of reference.
The AC meets at least three times a year to perform the following functions, amongst others: –
1) reviews the audit plans of our Group’s external and internal auditors;
2) reviews with the external auditors the scope and results of the audit;
3) reviews the co-operation given by our Group’s officers to the external auditors;
4) reviews the financial statements of our Group before submission to the Board of Directors;
5) nominates external auditors for re-appointment and reviews their independence;
6) reviews interested person transactions; and
7) reviews internal audit findings and adequacy of the internal audit function.
The Board considers that the members of the AC are appropriately qualified to discharge their responsibilities.
The external auditors have full access to the AC and the AC has full access to the management. The AC has the power to commission For FY2011, the AC met once with the external auditors without the presence of the management. The AC reviewed the findings of the The AC has undertaken a review of all non-audit services provided by the external auditors for FY2011 and is satisfied that such The external auditors carry out in the course of their statutory audit, a review of the effectiveness of the Company’s material internal The AC has reviewed and, based on the audit reports (of both internal and external auditors) and management controls in place, is The Company has in place a whistle-blowing framework where staff of the Company can access the AC Chairman and members or the Tung Lok Restaurants (2000) Ltd Annual Report 201116 Statement of Corporate Governance Internal Controls
Principle 12: The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’ The AC will ensure that a review of the effectiveness of the Company’s material internal controls, including financial, operational and The Group has in place a system of internal control and risk management policies and systems for ensuring proper accounting records The Group’s risk factors and management are set out in the notes to the financial statements in this Annual Report.
Internal Audit
Principle 13: The company should establish an internal audit function that is independent of the activities it audits.
An internal audit function has been set up. The internal auditor primarily reports to the Chairman of the AC, and also to the Chief The AC is satisfied that the internal audit function is adequately resourced and has appropriate standing within the Company in view COMMUNICATION WITH SHAREHOLDERS
Principle 14: Companies should engage in regular, effective and fair communication with shareholders.
Principle 15: Companies should encourage greater shareholder participation at AGM’s and allow shareholders the opportunity to In line with continuous obligations of the Company pursuant to the SGX-ST’s Listing Rules, the Board’s policy is that all shareholders Information is disseminated to shareholders on a timely basis through:
(a) SGXNET announcements and news release; The Company’s AGMs/EGMs are the principal forums for dialogue with shareholders. The Chairmen of the Audit, Remuneration and Annual Report 2011 Tung Lok Restaurants (2000) Ltd 17 Statement of Corporate Governance Shareholders are encouraged to attend the AGMs/EGMs to ensure high level of accountability and to stay appraised of the Group’s DEALING IN SECURITIES
The Company has in place a policy prohibiting share dealings by Directors and employees of the Company for the period of one INTERESTED PERSON TRANSACTIONS
The Company adopted an internal policy in respect of any transactions with interested person and has established procedures for Details of interested person transactions for the fi nancial period ended 31 March 2011 are as follows:
Name of Interested Person Aggregate value of all interested person transactions Aggregate value of all interested person 1) Novena Point Pte Ltd $998,000 Nil. The Company does not have a general MATERIAL CONTRACTS
No material contracts to which the Company or its subsidiary is a party and which involve interests of directors or controlling SPONSORSHIP
The Company is currently under the SGX-ST Catalist sponsor-supervised regime. The continuing sponsor of the Company is KW Capital Tung Lok Restaurants (2000) Ltd Annual Report 201118 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 19
Financial Content
20 Report of the Directors
23 Statement of Directors
24 25 27 28 30 32 78 80 Notice of Annual General Meeting Proxy Form Tung Lok Restaurants (2000) Ltd Annual Report 201120
Report of the Directors The directors present their report together with the audited consolidated financial statements of the group and statement of financial 1 DIRECTORS
The directors of the company in office at the date of this report are:
Tjioe Ka Men 2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose object 3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
The directors of the company holding office at the end of the financial year had no interests in the share capital and debentures of Shareholdings registered Shareholdings in which directors are At beginning At end At beginning The company Ordinary shares
Tjioe Ka Men 226,000 226,000 53,889,000 54,679,000 By virtue of section 7 of the Singapore Companies Act, Mr Tjioe Ka Men and Ms Tjioe Ka In are deemed to have an interest in The directors’ interests in the shares of the company at April 21, 2011 were the same at March 31, 2011. Annual Report 2011 Tung Lok Restaurants (2000) Ltd 21
Report of the Directors 4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS
Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is required to 5 SHARE OPTIONS
(a) Option to take up unissued shares
During the financial year, no option to take up unissued shares of the company or any corporation in the group was (b) Option exercised
During the financial year, there were no shares of the company or any corporation in the group issued by virtue of the (c) Unissued shares under option
At the end of the financial year, there were no unissued shares of the company or any corporation in the group under 6 AUDIT COMMITTEE
At the date of this report, the Audit Committee comprises the following members, all of whom are independent directors other Tan Eng Liang (Dr) (Chairman) The Audit Committee has met four times since the last Annual General Meeting (“AGM”) and has reviewed the following, a) the audit plans and results of the internal auditors’ examination and evaluation of the group’s systems of internal b) internal audit findings and adequacy of the internal audit function;
c) the audit plans and the results of the external auditors; Tung Lok Restaurants (2000) Ltd Annual Report 201122
Report of the Directors 6 AUDIT COMMITTEE (cont’d)
d) the financial statements of the company and the consolidated financial statements of the group before their submission e) the half-yearly and annual announcements as well as the related press releases on the results and financial position of f) interested person transactions;
g) the re-appointment of the external auditors of the group and their independence; and
h) the co-operation and assistance given by the management to the group’s external auditors.
The Audit Committee has full access to and has the co-operation of the management and has been given the resources required The Audit Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re-appointment as 7 AUDITORS
The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.
ON BEHALF OF THE DIRECTORS
Tjioe Ka Men Singapore Annual Report 2011 Tung Lok Restaurants (2000) Ltd 23
Statement of Directors In the opinion of the directors, the consolidated financial statements of the group and the statement of financial position and statement ON BEHALF OF THE DIRECTORS Tung Lok Restaurants (2000) Ltd Annual Report 201124
Independent Auditors’ Report Report on the Financial Statements
We have audited the financial statements of Tung Lok Restaurants (2000) Ltd (the company) and its subsidiaries (the group) which Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The Opinion
In our opinion, the consolidated financial statements of the group and the statement of financial position and statement of changes Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the company and by those subsidiaries incorporated Deloitte & Touche LLP Cheng Ai Phing Singapore Annual Report 2011 Tung Lok Restaurants (2000) Ltd 25
Statements of Financial Position See accompanying notes to financial statements.
Group Company
Note 2011 2010 2011 2010
$ $
$ $
ASSETS
Current assets Non-current assets Total assets 37,633,139 36,084,520 7,751,234 4,679,771 Tung Lok Restaurants (2000) Ltd Annual Report 201126
Statements of Financial Position $ $ $ $
LIABILITIES AND EQUITY
Current liabilities Non-current liabilities Capital, reserves and minority interests Total liabilities and equity 37,633,139 36,084,520 7,751,234 4,679,771 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 27
Consolidated Statement of Comprehensive Income See accompanying notes to financial statements. Note 2011 2010 Revenue 24 94,303,437 81,343,213 3,940,301 724,378
Other comprehensive income: other comprehensive income for the year 82,946 206,464 4,023,247 930,842
Profit (loss) attributable to: 3,940,301 724,378 Total comprehensive income (loss) attributable to: 4,023,247 930,842 Earnings per share (cents) Diluted 30 2.90 0.46 Tung Lok Restaurants (2000) Ltd Annual Report 201128
Statements of Changes In Equity Se ac m an
yi n s fi ci s te en . Sh e p al C en tr sl io d ci A u u te (l es p fi A ri u b to q it h ld s f e m an N n co tr ll g te st N $ $ G u B an a p l 1 6 0 ( 3 2 4 (5 8 0 3 4 5 ,0 6 , 1 6 0 5 9 ,6 9 To l m h si i m fo th ye – 2 0 2 6 7 8 9 9 7 ,0 1 3 ,8 2 D id d p d t o o o g te st in u d ri – – ( 2 3 7 ) 3 ,5 3 Is e ar t in s d ry – – 0 0 6 ,0 0 a ar 3 1 (1 2 (4 3 3 5 1 ,0 4 8 6 4 ,9 8 – 5 4 6 9 4 4 6 2 , 5 9 4 ,2 7 d o ( 3 0 ) 5 0 B 3 1 (3 7 (3 3 9 6 ,6 3 ,4 2 0 2 ,1 5 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 29
Statement of Changes In Equity See accompanying notes to financial statements. Share Accumulated $ $ $ Balance at April 1, 2009 10,269,503 (9,250,041) 1,019,462
Total comprehensive loss for the year – (335,466) (335,466)
Balance at March 31, 2010 10,269,503 (9,585,507) 683,996
Total comprehensive income for the year – 1,081,201 1,081,201
Balance at March 31, 2011 10,269,503 (8,504,306) 1,765,197 Tung Lok Restaurants (2000) Ltd Annual Report 201130
Consolidated Statement of Cash Flows See accompanying notes to financial statements. Operating activities Other receivable written off – advance to investee company 35,000 – Operating cash flows before movements in working capital 9,770,656 5,373,188
Trade receivables 369,607 (568,870) Cash generated from operations 8,752,862 8,553,568
Interest paid (324,529) (271,824) Net cash from operating activities 8,127,826 8,042,851 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 31
Consolidated Statement of Cash Flows Investing activities Net cash used in investing activities (5,064,217) (5,163,067)
Financing activities Net cash (used in) from financing activities (873,177) 2,808,331
Net increase in cash and bank balances 2,190,432 5,688,115 A. During the financial year, the group acquired property, plant and equipment with an aggregate cost of $3,566,050 (2010 B. In 2010, the group acquired additional equity interest in a joint venture company amounting to $300,000. Tung Lok Restaurants (2000) Ltd Annual Report 201132
Notes to Financial Statements 1 GENERAL
The company (Registration Number 200005703N) is incorporated in the Republic of Singapore with its principal place of The principal activity of the company is that of investment holding.
The principal activities of the subsidiaries are disclosed in Note 11 to the financial statements.
The financial statements of the group and the company have been prepared on a going concern basis which contemplates the The group and the company are dependent on unutilised credit facilities committed by banks, the availability of future cash The directors have taken steps to improve the group’s and company’s working capital position and cash inflow from their The directors are satisfied that with the group’s revenue generated mainly from cash and credit card sales, availability of In the directors’ opinion, it is appropriate for the financial statements of the group and company to be prepared on a going The consolidated financial statements of the group and the statement of financial position and statement of changes in equity 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING – The financial statements have been prepared in accordance with the historical cost basis except as ADOPTION OF NEW AND REVISED STANDARDS – In the current financial year, the group and company have adopted all the Annual Report 2011 Tung Lok Restaurants (2000) Ltd 33
Notes to Financial Statements
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
FRS 103 (2009) Business Combinations
FRS 103 (2009) has been adopted in the current year and is applied prospectively to business combinations for which the • to allow a choice on a transaction-by-transaction basis for the measurement of non-controlling interests (previously referred • to change the recognition and subsequent accounting requirements for contingent consideration. Under the previous • where the business combination in effect settles a pre-existing relationship between the group and the acquiree, to the • to require that acquisition-related costs be accounted for separately from the business combination, generally leading to FRS 27 (2009) Consolidated and Separate Financial Statements
FRS 27 (2009) has been adopted for the group’s and company’s financial periods beginning on or after April 1, 2010 and has In prior years, in the absence of specific requirements in FRSs, increases in interests in existing subsidiaries were treated in the Tung Lok Restaurants (2000) Ltd Annual Report 201134
Notes to Financial Statements When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the revised Standard requires that FRS 28 (2009) Investments in Associates
In FRS 28 (2009), the principle adopted under FRS 27 (2009) requires that a loss of control is recognised as a disposal and At the date of authorisation of these financial statements, the following FRS, INT FRSs and amendments to FRS that are relevant • FRS 24 (Revised) Related Party Disclosures Consequential amendments were also made to various standards as a result of these new/revised standards.
Management anticipates that the adoption of the above FRS, INT FRSs and amendments to FRS in future periods will not have FRS 24 (Revised) Related Party Disclosures
FRS 24 (Revised) Related Party Disclosures is effective for annual periods beginning on or after April 1, 2011. The revised BASIS OF CONSOLIDATION – The consolidated financial statements incorporate the financial statements of the company and The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line All intra-group transactions, balances, income and expenses are eliminated on consolidation. Annual Report 2011 Tung Lok Restaurants (2000) Ltd 35
Notes to Financial Statements Non-controlling interests in subsidiaries are identified separately from the group’s equity therein. The interest of non-controlling Changes in the group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The When the group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the In the company’s financial statements, investments in subsidiaries, associates and joint ventures are carried at cost less any BUSINESS COMBINATIONS – Acquisition of subsidiaries is accounted for using the acquisition method. The consideration for Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration Tung Lok Restaurants (2000) Ltd Annual Report 201136
Notes to Financial Statements Where a business combination is achieved in stages, the group’s previously held interests in the acquired entity are remeasured The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under the FRS are • deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and • liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are • assets (or disposal groups) that are classified as held for sale in accordance with FRS 105 Non-current Assets Held for If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination The measurement period is the period from the date of acquisition to the date the group obtains complete information about The accounting policy for initial measurement of non-controlling interests is described above.
FINANCIAL INSTRUMENT – Financial assets and financial liabilities are recognised on the group’s statement of financial Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest Annual Report 2011 Tung Lok Restaurants (2000) Ltd 37
Notes to Financial Statements Financial assets
Investments are recognised and de-recognised on a trade date where the purchase or sale of an investment is under a contract Available-for-sale financial assets
Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Fair Loans and receivables
Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market Cash and bank balances
Cash and bank balances comprise cash on hand and demand deposits and are subject to an insignificant risk of changes in Impairment of financial assets
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired For available-for-sale equity instruments, a significant or prolonged decline in the fair value of the investment below its cost is For all other financial assets, objective evidence of impairment could include:
• significant financial difficulty of the issuer or counterparty; or
• default or delinquency in interest or principal payments; or
• it becoming probable that the borrower will enter bankruptcy or financial re-organisation. Tung Lok Restaurants (2000) Ltd Annual Report 201138
Notes to Financial Statements For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount When an available-for-sale financial asset is considered to be impaired, the cumulative gains or losses previously recognised In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed Derecognition of financial assets
The group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its Annual Report 2011 Tung Lok Restaurants (2000) Ltd 39
Notes to Financial Statements Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised cost, using the Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the higher of the amount Derecognition of financial liabilities
The group derecognises financial liabilities when, and only when, the group’s obligations are discharged, cancelled or they LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards The group as lessee
Assets held under finance leases are recognised as assets of the group at their fair value at the inception of the lease or, if lower, Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The Tung Lok Restaurants (2000) Ltd Annual Report 201140
Notes to Financial Statements INVENTORIES – Inventories comprising mainly food and beverages are stated at the lower of cost and net realisable value. Cost PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at cost less accumulated depreciation and Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, using the straight-line method, on Furniture, fixtures and equipment – 20% to 331/ Kitchen equipment – 20% to 331/ Leasehold property – 2% (over the lease period of 50 years) The estimated useful lives, residual values and depreciation method are reviewed at the end of the financial period, with the Fully depreciated assets still in use are retained in the financial statements.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference GOODWILL – Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the If, after reassessment, the group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the Annual Report 2011 Tung Lok Restaurants (2000) Ltd 41
Notes to Financial Statements Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
The group’s policy for goodwill arising on the acquisition of joint venture and associate is described under “Interests in Joint INTANGIBLE ASSETS – Intangible assets acquired separately are reported at cost less accumulated amortisation and accumulated IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL – At the end of each reporting period, Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the Tung Lok Restaurants (2000) Ltd Annual Report 201142
Notes to Financial Statements ASSOCIATES – An associate is an entity over which the group has significant influence and that is neither a subsidiary nor an The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets, liabilities and Where a group entity transacts with an associate of the group, profits and losses are eliminated to the extent of the group’s INTERESTS IN JOINT VENTURES – A joint venture is a contractual arrangement whereby the group and other parties undertake The results and assets and liabilities of joint ventures are incorporated in these financial statements using the equity method Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets, liabilities and Where the group transacts with its jointly controlled entities, unrealised profits and losses are eliminated to the extent of the Annual Report 2011 Tung Lok Restaurants (2000) Ltd 43
Notes to Financial Statements PROVISIONS – Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the GOVERNMENT GRANTS – Government grants are not recognised until there is reasonable assurance that the group will Other government grants are recognised as income over the periods necessary to match them with the costs for which they REVENUE RECOGNITION – Revenue is measured at the fair value of the consideration received or receivable and represents Sale of food and beverages
Revenue from the sale of food and beverages is recognised when all the following conditions are satisfied:
• the group has transferred to the buyer the significant risks and rewards of ownership of the food and beverages i.e. when • the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the entity; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Service charges
Revenue from service charges is recognised when the services are rendered. Tung Lok Restaurants (2000) Ltd Annual Report 201144
Notes to Financial Statements Management fees
Revenue from management contracts is recognised over the management period on a straight-line basis.
Interest income
Interest income is accrued on a time proportionate basis, by reference to the principal outstanding and at the effective interest Dividend income
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.
BORROWING COSTS – Borrowing costs directly attributable to the acquisition, construction or production of qualifying All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
RETIREMENT BENEFIT COSTS – Payments to defined contribution retirement benefit plans are charged as an expense when EMPLOYEE LEAVE ENTITLEMENT – Employee entitlements to annual leave are recognised when they accrue to employees. A INCOME TAX – Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement Annual Report 2011 Tung Lok Restaurants (2000) Ltd 45
Notes to Financial Statements Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries and associates, The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current Current and deferred tax are recognised as an expense or income in the profit or loss, except when they relate to items FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION – The individual financial statements of each group entity are Tung Lok Restaurants (2000) Ltd Annual Report 201146
Notes to Financial Statements In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign operations On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the 3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the group’s accounting policies, which are described in Note 2, management is required to make The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised Annual Report 2011 Tung Lok Restaurants (2000) Ltd 47
Notes to Financial Statements 3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont’d)
Critical judgements in applying the group’s accounting policies
The following are the critical judgements, apart from those involving estimates (see below), that management has made in the Income tax
Significant assumptions are made in determining the provision for income taxes. There are certain transactions and computations Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, a) Impairment of investments in subsidiaries, joint ventures and associate
Determining whether investments in subsidiaries, joint ventures and associate are impaired requires an estimation of b) Impairment of property, plant and equipment
Determining whether property, plant and equipment is impaired requires an estimation of the value in use. The value in Tung Lok Restaurants (2000) Ltd Annual Report 201148
Notes to Financial Statements 4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT
(a) Categories of financial instruments
The following table sets out the financial instruments as at the end of the reporting period:
Group Company $ $ $ $ Loans and receivables (including cash and bank balances) 22,268,636 19,924,023 2,930,939 167,568 Financial liabilities At amortised cost 24,913,271 27,591,969 5,538,822 3,782,493 (b) Financial risk management policies and objectives
The group has documented financial risk management policies. These policies set out the group’s overall business The group does not hold or issue derivative financial instruments for speculative purposes.
There has been no change to the group’s exposure to these financial risks or the manner in which it manages and i) Foreign exchange risk management
The group operates principally in Singapore and the People’s Republic of China, giving rise to exposures to The group has a number of investments in foreign entities whose net assets are denominated in Renminbi.
The group does not enter into any derivative contracts to hedge its foreign exchange risk. The group’s monetary The group is not significantly exposed to foreign exchange risk and thus sensitivity analysis is not disclosed. Annual Report 2011 Tung Lok Restaurants (2000) Ltd 49
Notes to Financial Statements 4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
ii) Interest rate risk management
The group’s exposure to interest rate risks relate mainly to its bank loans of $6,008,420 (2010 : $6,731,555). The Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates for instruments at If interest rates had been 50 basis points higher or lower and all other variables were held constant, the group’s The group’s sensitivity to interest rates has not changed significantly from the prior year.
The company’s profit and loss and equity are not significantly affected by the changes in interest rates as its iii) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial The group’s credit risk is primarily attributable to its cash and bank balances, trade and other receivables and The maximum amount the group and company could be forced to settle the corporate guarantee in Note 32, if Tung Lok Restaurants (2000) Ltd Annual Report 201150
Notes to Financial Statements The carrying amount of financial assets recorded in the financial statements, grossed up for any allowances for Other than the amount due from related parties, the group has no significant concentration of credit risk. Trade Further details of credit risks on trade and other receivables, advances to joint ventures, associate and subsidiaries iv) Liquidity risk management
The group funds its operations through a mixture of internal funds and bank borrowings. The group reviews The group has a cash pooling system whereby excess liquidity is equalised internally through intercompany The financial statements of the group and the company have been prepared on a going concern basis which The group and the company are dependent on unutilised credit facilities committed by banks, the availability of The directors have taken steps to improve the group’s and company’s working capital position and cash inflow The directors are satisfied that with the group’s revenue generated mainly from cash and credit card sales, The maximum amount the group and company could be forced to settle under the corporate guarantee in In the directors’ opinion, it is appropriate for the financial statements of the group and company to be prepared Annual Report 2011 Tung Lok Restaurants (2000) Ltd 51
Notes to Financial Statements iv) Liquidity risk management (cont’d)
Liquidity and interest risk analyses
Non-derivative financial liabilities
The following tables detail the remaining contractual maturity for non-derivative financial liabilities. The tables Weighted interest rate
On 1 year
Within 5 years 5 years Adjustment Total Group
2011 instruments 5.11 2,194,747 2,995,569 1,358,742 (540,638) 6,008,420 Off balance sheet: (notional amount) – 885,000 – – – 885,000
2010 instruments 4.59 2,430,060 3,956,488 955,815 (610,808) 6,731,555 Off balance sheet: 2011 (notional amount) – 7,751,959 – – – 7,751,959 Tung Lok Restaurants (2000) Ltd Annual Report 201152
Notes to Financial Statements 2010 (notional amount) – 8,268,646 – – – 8,268,646
Non-derivative financial assets
The following tables detail the expected maturity for non-derivative financial assets. The inclusion of information Weighted 2011 20,109,817 2,158,819 – – 22,268,636
2010 17,991,974 1,907,133 149,916 – 20,049,023
Company 2011 2,930,939 – – – 2,930,939
2010 167,568 – – – 167,568 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 53
Notes to Financial Statements v) Commodity price risk
Certain commodities, principally shark’s fins, dried foodstuff, meat, fish and other seafood delicacies, are vi) Fair value of financial assets and financial liabilities
The carrying amounts of cash and bank balances, trade and other current receivables, trade and other payables The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial The fair values of financial assets and financial liabilities are determined in accordance with generally accepted (c) Capital risk management policies and objectives
The group manages its capital to ensure that entities in the group will be able to continue as a going concern while The capital structure of the group consists of debt, which includes the borrowings disclosed in Notes 20 and 21, and The group reviews the capital structure on a regular basis. As part of this review, the group considers the cost of capital The group’s overall strategy remains unchanged from 2010.
5 RELATED PARTY TRANSACTIONS
Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related Some of the group’s transactions and arrangements are with related parties and the effects of these on the basis determined Tung Lok Restaurants (2000) Ltd Annual Report 201154
Notes to Financial Statements 5 RELATED PARTY TRANSACTIONS (cont’d)
Transactions between the company and its subsidiaries have been eliminated on consolidation and are not disclosed in this Significant related party transactions other than those disclosed elsewhere in the notes to the financial statements, are as
Group $ $ Sale of food and beverages (27,237) (14,035) With companies where certain directors have interests
Interest income (12,156) (8,931)
With corporate shareholders of certain subsidiaries
Sale of food and beverages (27,951) (29,782) With corporate shareholders that have common directors as the company
Sale of food and beverages (1,060,722) (46,696) Compensation of directors and key management personnel
The remuneration of directors and other members of key management during the year was as follows:
Group Short-term benefits 1,524,165 1,587,740 The remuneration of directors and key management is determined by the Remuneration Committee having regard to the Annual Report 2011 Tung Lok Restaurants (2000) Ltd 55
Notes to Financial Statements 6 CASH AND BANK BALANCES
Group Company Cash at bank 7,062,028 8,127,434 166,528 159,592
Cash on hand 234,046 246,817 2 2
Short-term deposits 11,107,394 7,799,639 5,133 5,128
Total 18,403,468 16,173,890 171,663 164,722
Cash and bank balances comprise cash held by the group and short-term bank deposits with an original maturity of three The short-term deposits with banks bear interest at rates ranging from 0.10% to 0.47% (2010 : 0.10% to 1.00%) per annum and 7 TRADE RECEIVABLES
Group Related parties (Note 5) 281,831 217,414 Non-current portion of amount due from related parties (Note 5) (94,126) (124,579) The average credit term on sale of goods is 30 days (2010 : 30 days). No interest is charged on the outstanding balance.
A substantial shareholder of the company has undertaken to reimburse the group for an amount of $94,126 (2010 : $124,579) The non-current portion of amount due from related parties of $94,126 (2010 : $124,579) is repayable over 7 years from 2007.
The carrying amount of the non-current portion of amount due from related parties approximates its fair value. Tung Lok Restaurants (2000) Ltd Annual Report 201156
Notes to Financial Statements 7 TRADE RECEIVABLES (cont’d)
Analysis of trade receivables
Group Not past due and not impaired 698,170 1,143,168 (i) Aging of receivables that are past due but not impaired
< 3 months 347,024 255,352
3 months to 6 months 52,020 23,959
6 months to 12 months 19,504 20,056
> 12 months 45,517 80,378 Before accepting any new customer, the group obtained customers’ general profile to assess the potential customer’s credit Included in the group’s trade receivables are debtors with a carrying amount of $464,065 (2010 : $379,745) which are past Annual Report 2011 Tung Lok Restaurants (2000) Ltd 57
Notes to Financial Statements 8 OTHER RECEIVABLES AND PREPAYMENTS
Group Company Advances to: Dividend receivable from subsidiary – – 1,700,000 – Prepayments 239,582 249,585 1,200 2,449 Non-current portion of amount Current portion 893,337 684,850 2,775,991 20,810
Analysis of other receivables
Group Company Not past due and not impaired 731,186 173,288 2,759,276 2,846
Past due but not impaired (i) 40,934 246,462 – –
Total 772,120 419,750 2,759,276 2,846
(i) Aging of receivables that are past due but not < 3 months 5,925 - - -
3 months to 6 months 971 – – –
6 months to 12 months 277 – – –
> 12 months 33,761 246,462 – –
40,934 246,462 – – Receivables with a carrying amount of $40,934 (2010 : $246,462) are past due for which the group has not impaired as there The advances to subsidiaries and associate are unsecured, interest-free and repayable on demand. Tung Lok Restaurants (2000) Ltd Annual Report 201158
Notes to Financial Statements 9 INVENTORIES
Group Food and beverages 2,077,760 1,950,473 The cost of inventories recognised as an expense includes $Nil (2010 : $70,659) in respect of write-downs of inventory to net 10 LONG-TERM SECURITY DEPOSITS
Group Refundable security deposits 1,930,813 1,807,470
These are mainly deposits placed with the landlords. Management is of the opinion that these deposits have been placed with Included in the above long-term security deposits are deposits amounting to $156,000 (2010 : $139,168) placed with a The carrying amounts of the above deposits approximate their fair values.
11 SUBSIDIARIES
Company $ $ Unquoted equity shares, at cost 2,996,715 2,996,715 1,796,715 1,796,715 1,519,850 1,678,180
Fair value adjustment on interest-free loan to subsidiary 411,546 305,148 (a) Investments in subsidiaries which are either restaurant operators or holding interests in entities which are restaurant (b) The advances are unsecured, interest-free and not expected to be repaid within the next 12 months as the advances Annual Report 2011 Tung Lok Restaurants (2000) Ltd 59
Notes to Financial Statements 11 SUBSIDIARIES (cont’d)
Details of the company’s significant subsidiaries are set out below:
Name of subsidiary operation Principal activities
Proportion of voting power held
2011 2010 i) Held by the company
Tung Lok Millennium Pte Ltd Singapore Restaurateur 100 100
Tung Lok (China) Holdings Pte Ltd Singapore Investment holding 100 100
TLG Asia Pte Ltd Singapore Investment holding 100 100
Club Chinois Pte Ltd Singapore Restaurateur 75 75
Tung Lok Arena Pte Ltd Singapore Restaurateur 70 70
Olde Peking Dining Hall Pte Ltd Singapore Restaurateur 60 60
ii) Held by Tung Lok Charming Garden (Asia Pacific) Pte Ltd Singapore Dormant 100 100
Tung Lok Central Restaurant Pte Ltd Singapore Restaurateur 100 100
Tung Lok India Ltd (1) British Virgin Islands Providing consultancy and 70 70 Tung Lok Signatures Pte Ltd Singapore Restaurateur 100 100
iii) Held by Tung Lok Holdings Pte Ltd
My Humble House in Beijing People’s Republic of China Restaurateur 100 100
iv) Held by TLG Asia Pte Ltd
Garuda Padang Restaurant Singapore Restaurateur 65 65
Shin Yeh Restaurant Pte Ltd Singapore Restaurateur 55 55
v) Held by Club Chinois Pte Ltd
Chinois Pte Ltd Singapore Restaurateur 100 100 Tung Lok Restaurants (2000) Ltd Annual Report 201160
Notes to Financial Statements Notes on Auditors
The subsidiaries are audited by Deloitte & Touche LLP, Singapore except as indicated below:
(1) Not audited as its operations are not significant to the group.
(2) Audited by Lixin International.
12 JOINT VENTURES
Group Company Unquoted equity shares, at cost 2,775,978 2,775,978 1,000,000 1,000,000 joint ventures at free of consideration – – 75,000 60,000 (487,961) (745,343) 75,000 60,000
Classified as:
Non-current assets – – 75,000 60,000 (487,961) (745,343) 75,000 60,000 Impairment loss is provided on joint venture of which the estimated recoverable amount is lower than its carrying amount. An Details of the significant joint ventures of the group are set out below:
Name of joint venture operation Principal activities by the group % % Holdings Pte Ltd My Humble Place in People’s Republic of China Restaurateur – 70
ii) Held by Tung Lok T & T Gourmet Cuisine Pte Ltd (2) Singapore Food products 50 50 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 61
Notes to Financial Statements 12 JOINT VENTURES (cont’d)
(1) Liquidated on August 8, 2010.
(2) Audited by Deloitte & Touche LLP, Singapore. In view of this entity’s capital deficiency and the group’s provision of Summarised financial information in respect of the group’s joint ventures is set out below:
Group Current assets 1,090,618 1,233,172 Revenue 4,506,937 3,247,943 13 ASSOCIATES
Group Unquoted equity shares, at cost 2,512,780 1,532,345 Tung Lok Restaurants (2000) Ltd Annual Report 201162
Notes to Financial Statements 13 ASSOCIATES (cont’d)
Details of the significant associates of the group are set out below:
Name of associate operation Principal activities Shanghai Jinjiang Tung Lok People’s Republic of China Restaurateur 49 49
ii) Held by TLG Asia Pte Ltd
Singapore Seafood Republic Pte Ltd Singapore Restaurateur 25 see Seafood Republic Pte Ltd Singapore Restaurateur 17 –
(1) Audited by Lixin International for equity accounting purposes.
(2) Audited by Deloitte & Touche LLP, Singapore.
(3) In 2010, unquoted equity shares in SSRPL, which amounted to $25,000, was classified as available-for-sale investments. (4) Although the group holds less than 20% of the voting power in SRPL, the group exercises significant influence over (5) In August 2010, the group, through its wholly owned subsidiary, TLG Asia Pte Ltd, invested $200,000 in SRPL.
The audited financial statements of SSRPL and SRPL are made up to September 30, each year. For the purpose of applying the Annual Report 2011 Tung Lok Restaurants (2000) Ltd 63
Notes to Financial Statements Summarised financial information in respect of the group’s associates is set out below:
Group Current assets 2,313,035 1,546,473 Revenue 7,622,930 2,517,855 14 AVAILABLE-FOR-SALE INVESTMENTS
Group Company Unquoted equity shares, at cost 113,050 138,050 13,050 13,050 During the financial year, the group’s investment in Singapore Seafood Republic Pte Ltd of $25,000 was reclassified to The available-for-sale investments consist of unquoted equity investments in Singapore Culinary Institute Pte Ltd incorporated The unquoted equity shares are stated at cost less any impairment loss at the end of the reporting period as the fair value of the An allowance for impairment loss of $113,050 (2010 : $13,050) has been provided at the end of the reporting period. Tung Lok Restaurants (2000) Ltd Annual Report 201164
Notes to Financial Statements 15 OTHER INTANGIBLE ASSET
Group Cost: Amortisation: Carrying amount: At March 31, 2010 32,446
The intangible asset which pertains to franchise fees have finite useful lives, over which the asset is amortised. The amortisation 16 GOODWILL
Group Cost: Impairment: Carrying amount: The group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
The recoverable amounts of the cash-generating unit, relating to My Humble House in Beijing, is determined based on a value Annual Report 2011 Tung Lok Restaurants (2000) Ltd 65
Notes to Financial Statements 17 PROPERTY, PLANT AND EQUIPMENT
Furniture, Kitchen Leasehold Motor $ $ $ $ $ Cost: Accumulated depreciation: Impairment: Carrying amount: At March 31, 2010 7,425,309 2,928,534 2,949,382 335,311 13,638,536
An impairment loss amounting to $1,322,238 (2010 : $100,172) was recognised in profit or loss as certain restaurants have Tung Lok Restaurants (2000) Ltd Annual Report 201166
Notes to Financial Statements 17 PROPERTY, PLANT AND EQUIPMENT (cont’d)
Plant and equipment with the following carrying amounts at the end of the reporting period are under finance leases, which Group Furniture, fixtures and equipment 288,538 345,952 Leasehold property with carrying amount of $3,722,596 (2010 : $2,949,382) has been pledged to secure bank loans (Note 21).
Details of the leasehold property as at March 31, 2011 are as follows:
Location Type of premises Land area Tenure 20 Bukit Batok Crescent Office cum factory 17,998 60 years commencing 18 TRADE PAYABLES
Group Outside parties 6,972,418 7,388,710 The average credit period on purchase of goods is 90 days (2010 : 90 days). Annual Report 2011 Tung Lok Restaurants (2000) Ltd 67
Notes to Financial Statements 19 OTHER PAYABLES
Group Company Advances from non-controlling shareholder Advances from corporate shareholder of the company (a) 356,491 – – – (a) The advances from corporate shareholders of the company and subsidiaries are unsecured, interest-free and repayable (b) The advances from non-controlling shareholders of subsidiaries are unsecured, interest-free and repayable on demand.
(c) Deferred revenue consist of loyalty points issued on the group’s Tung Lok First Card Scheme. Under the Tung Lok First (d) Accrued expenses consist of mainly payroll expenses and utility charges.
(e) The group’s joint venture, T & T Gourmet Cuisine Pte Ltd, is in capital deficiency position as at March 31, 2011. The (f) The related party is a corporate shareholder that has a common director as the company during the current financial (g) The company is a party to certain financial guarantee contracts as it has provided financial guarantees to banks in (h) Included in others at the group level, other than those highlighted above, are payables to non-trade creditors for other Tung Lok Restaurants (2000) Ltd Annual Report 201168
Notes to Financial Statements 20 FINANCE LEASES
Minimum lease payments lease payments $ $ $ $ Amounts payable under finance leases:
Within one year 281,523 302,184 262,206 271,222 557,451 725,928 502,049 652,091 Less: Amount due for settlement within 12 months Amount due for settlement after 12 months 239,843 380,869
It is the group’s policy to lease certain of its plant and equipment under finance leases. The average lease term is 3 years (2010: The fair value of the group’s lease obligations approximates their carrying amount.
The group’s obligations under finance leases are secured by way of corporate guarantees issued by the company and plant and 21 LONG-TERM BANK LOANS
Group Long-term bank loans 6,008,420 6,731,555
The borrowings are repayable as follows:
On demand or within one year 1,992,996 2,173,288 6,008,420 6,731,555 Less: Amount due for settlement within 12 months Amount due for settlement after 12 months 4,015,424 4,558,267 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 69
Notes to Financial Statements 21 LONG-TERM BANK LOANS (cont’d)
The group has the following principal bank loans:
a) a loan of $3,011,965 (2010 : $4,295,578). The loan was raised in May 2009. Repayments commenced in June 2009 b) a loan of $984,383 (2010 : $1,047,867). The loan was raised in July 2009. Repayments commenced in August 2009 c) a loan of $593,741. The loan was raised in December 2010. Repayment commenced in January 2011 and will continue d) a loan of $432,942. The loan was raised in July 2010. Repayment commenced in September 2010 and will continue e) a loan of $423,435. The loan as raised in June 2010. Repayment commenced in August 2010 and will continue until f) a loan of $275,334 (2010 : $303,334). The loan was raised in June 2001. Repayments commenced in June 2001 and g) a loan of $207,898 (2010 : $548,798). The loan was raised in October 2008. Repayments commenced in November h) a loan of $42,669 (2010 : $290,526). The loan was raised in November 2008. Repayments commenced in December i) a loan of $36,053 (2010 : $245,452). The loan was raised in May 2008. Repayments commenced in June 2008 and The bank loans are secured by way of:
a) a charge over the leasehold property of a subsidiary as disclosed in Note 17 to the financial statements; and
b) a corporate guarantee issued by the company.
Management estimates the fair value of the above loans to approximate their carrying amounts. Tung Lok Restaurants (2000) Ltd Annual Report 201170
Notes to Financial Statements 22 DEFERRED TAX LIABILITIES
The following are the major deferred tax liabilities recognised by the group and the movement thereon during the year:
Accelerated tax $ At April 1, 2009 323,306 23 SHARE CAPITAL
2011 2010 2011 2010 Group and Company
Issued and paid up: The company has only one class of shares which are the ordinary shares. The shares have no par value, carry one vote per share 24 REVENUE
Group Sale of food and beverages 86,588,726 74,300,118 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 71
Notes to Financial Statements 25 OTHER OPERATING INCOME
Group $ $ Non-related companies 19,209 48,373 Expired card membership points 283,742 434,827 26 OTHER OPERATING EXPENSES
Group Rental charges 12,109,564 10,688,187 27 FINANCE COSTS
Group $ $ Bank loans 292,721 219,502 Total 342,610 289,905 Tung Lok Restaurants (2000) Ltd Annual Report 201172
Notes to Financial Statements 28 INCOME TAX EXPENSE
Income tax recognised in profit or loss
Group $ $ Domestic income tax is calculated at 17% (2010 : 17%) of the estimated assessable profit for the year. Taxation for other The total charge for the year can be reconciled to the accounting profit as follows:
Group Profit before tax 4,688,107 1,279,721
Income tax expense calculated at 17% (2010 : 17%) 796,978 217,553 after tax 66,987 (23,124) tax assets 168,771 149,582 Annual Report 2011 Tung Lok Restaurants (2000) Ltd 73
Notes to Financial Statements 28 INCOME TAX EXPENSE (cont’d)
As at the end of the reporting period, the group has the following unused tax losses and temporary differences which are Group $ $ At beginning of year 1,049,724 984,254 Deferred tax benefit not recorded 420,382 235,220
b) Other temporary differences
At beginning of year 569,247 385,170 Deferred tax benefit not recorded 205,147 96,772
The above tax loss carryforwards and other temporary differences are subject to agreement with the Comptroller of Income Tax The above deferred tax benefits have not been recognised in the financial statements due to the unpredictability of future profit The company enjoys deduction/allowances at 400% of eligible expenses up to a limit of its expenditure per year under the Tung Lok Restaurants (2000) Ltd Annual Report 201174
Notes to Financial Statements 29 PROFIT FOR THE YEAR
Profit for the year has been arrived at after charging (crediting):
Group Staff costs (including directors’ remuneration) 25,848,951 24,286,616 30 EARNINGS PER SHARE
Earnings per share is based on the group’s profit for the year attributable to equity holders of $4,060,397 (2010 : $649,570) There is no dilution of earnings per share as the company and the group did not issue nor have outstanding, at the end of the 31 SEGMENT INFORMATION
Reportable segment
Information reported to the group’s chief operating decision maker for the purposes of resource allocation and assessment Geographical information
The group operates in Singapore and the People’s Republic of China. Annual Report 2011 Tung Lok Restaurants (2000) Ltd 75
Notes to Financial Statements 31 SEGMENT INFORMATION (cont’d)
The following table provides an analysis of the group’s revenue from external customers by geographical location:
Group 2011 2010 Singapore 92,795,195 79,946,308 The following is an analysis of the carrying amount of segment assets (non-current assets excluding financial instruments, Group 2011 2010 Singapore 12,115,652 13,670,982
Carrying amount of segment assets located in the People’s Republic of China have been fully impaired and thus are not Information about major customers
The revenue is spread over a broad base of customers.
32 CONTINGENT LIABILITIES
Group Company $ $ $ $ lease facilities and corporate loans granted to: Total 885,000 885,000 7,751,959 8,268,646
The management is of the opinion that the fair value of the above corporate guarantee is not material. Tung Lok Restaurants (2000) Ltd Annual Report 201176
Notes to Financial Statements 33 OPERATING LEASE ARRANGEMENTS
Group Minimum lease payments under operating leases 12,109,564 10,688,187
Included in the minimum lease payments is an amount of $1,598,289 (2010 : $998,304) which pertains to contingent rental At the end of the reporting period, the group has outstanding commitments under non-cancellable operating leases, which fall Group Within one year 10,084,759 9,036,954
In the second to fifth years inclusive 7,360,535 10,992,917 A. The related party is a corporate shareholder that has a common director as the company during the current financial year.
Operating lease payments represent rentals payable by the group for its restaurant premises and office lease. Leases are According to the terms of the contracts entered into by certain operating subsidiaries at the end of the reporting period, 34 EVENTS AFTER THE REPORTING PERIOD
Subsequent to year end, the board has proposed a first and final tax exempt (one tier) dividend of 0.5 Singapore cent per Annual Report 2011 Tung Lok Restaurants (2000) Ltd 77
Notes to Financial Statements 35 RECLASSIFICATIONS AND COMPARATIVE FIGURES
Certain reclassifications have been made to the prior year’s financial statements to enhance comparability with the current The items were reclassified as follows:
Company Previously After $ $ Advances to subsidiaries 1,678,180 –
Subsidiaries 2,756,059 4,434,239 Tung Lok Restaurants (2000) Ltd Annual Report 201178
Issued and Fully Paid Capital : $10,269,503/- SIZE OF SHAREHOLDINGS SHAREHOLDERS SHAREHOLDERS NO. OF SHARES SHARE CAPITAL Shareholdings in the hands of public as at 27 June 2011
The percentage of shareholdings in the hands of the public was approximately 16.14% and hence the Company has complied with The Company did not hold any treasury shares as at 27 June 2011.
Top 20 shareholders
NO. NAME OF SHAREHOLDERS NO. OF SHARES SHARE CAPITAL TOTAL 130,393,990 93.13
Statistics of Shareholdings Annual Report 2011 Tung Lok Restaurants (2000) Ltd 79
Statistics of Shareholdings Substantial Shareholders
Name of Shareholders Direct Interest % Deemed Interest % * Deemed to be interested in these shares held by Zhou Holdings Pte Ltd by virtue of Section 7 of the Act
** Deemed to be interested in these shares held by Tee Yih Jia Food Manufacturing Pte Ltd by virtue of Section 7 of the Act
*** Deemed to be interested in the 53,200,000 shares held by Zhou Holdings Pte Ltd and 1,479,000 shares held by Ang Tjia Leng # Deemed to be interested in these shares held by Goodview Properties Pte Ltd by virtue of Section 7 of the Act
## Deemed to be interested in the 26,968,000 shares held by Goodview Properties Pte Ltd as her associate, the Estate of Ng Teng ### Deemed to be interested in the 26,968,000 shares held by Goodview Properties Pte Ltd by virtue of its controlling interest in @ Deemed to be interested in the shares held by Antica Capital Pte. Ltd. by virtue of Section 7 of the Act Tung Lok Restaurants (2000) Ltd Annual Report 201180
NOTICE IS HEREBY GIVEN THAT the 11th Annual General Meeting of TUNG LOK RESTAURANTS (2000) LTD will be held at Orchard ORDINARY BUSINESS
1. To receive the audited accounts for the financial year ended 31 March 2011 and the Reports of the [Resolution 1]
2. To declare a First and Final Tax Exempt (1-tier) Dividend of 0.5 Singapore cent per ordinary share for the [Resolution 2]
3. To approve Directors’ fees of $161,667/- for the financial year ended 31 March 2011. (2010: $150,000) [Resolution 3]
4. To re-elect the following Directors retiring pursuant to the Company’s Articles of Association:-
(a) Dr Ker Sin Tze (Pursuant to Article 91) [Resolution 4(a)] Dr Ker Sin Tze will, upon re-appointment as a Director of the Company, remain as a member of Mr Wee Kheng Jin will, upon re-appointment as a Director of the Company, remain as a member of the Audit 5. To pass the following Ordinary Resolutions :-
(a) “That pursuant to Section 153(6) of the Companies Act, Cap 50, Mr Ch’ng Jit Koon be and is hereby [Resolution 5(a)]
Mr Ch’ng Jit Koon will, upon re-appointment as a Director of the Company, remain as a member of (b) “That pursuant to Section 153(6) of the Companies Act, Cap 50, Dr Tan Eng Liang be and is hereby [Resolution 5(b)]
Dr Tan Eng Liang will, upon re-appointment as a Director of the Company, remain as Chairman of the 6. To re-appoint Deloitte & Touche LLP as Auditors and to authorise the Directors to fix their remuneration. [Resolution 6]
Notice of Annual General Meeting
Annual Report 2011 Tung Lok Restaurants (2000) Ltd 81
Notice of Annual General Meeting SPECIAL BUSINESS
7. To consider and, if thought fit, to pass the following as an Ordinary Resolution, with or without modifications: – [Resolution 7]
“THAT pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the SGX-ST Listing Manual, (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require at any time and upon such terms and conditions and for such purposes and to such persons as the Directors (iii) (notwithstanding that the authority conferred by this resolution may have ceased to be in force) issue provided THAT:
(a) the aggregate number of shares to be issued pursuant to this resolution does not exceed 100% of the (b) for the purpose of determining the aggregate number of shares that may be issued under paragraph (c) unless revoked or varied by the Company in general meeting, such authority shall continue in force 8. To transact any other ordinary business of an Annual General Meeting of which due notice shall have been By Order of the Board
STELLA CHAN Tung Lok Restaurants (2000) Ltd Annual Report 201182
EXPLANATORY NOTE ON SPECIAL BUSINESS TO BE TRANSACTED :
Resolution 7
Resolution 7 is to authorise the Directors of the Company to issue shares in the capital of the Company up to an amount not exceeding NOTES :
1) A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his 2) The instrument appointing a proxy must be deposited at the Company’s Registered Office, 1 Sophia Road #05-03, Peace Notice of Annual General Meeting Annual Report 2011 Tung Lok Restaurants (2000) Ltd 83
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 19 August 2011 Duly completed registrable transfers received by the Company’s Share Registrar, M & C Services Private Limited, 138 Robinson Road Payment of the dividend, if approved by shareholders at the Annual General Meeting to be held on 29 July 2011 will be paid on Notice of Books Closure This page has been intentionally left blank. Tung Lok Restaurants (2000) Ltd Proxy Form IMPORTANT shares, this Report is forwarded to them at the request of the CPF 2. This Proxy Form is not valid for use by CPF investors and shall be 3. CPF investors who wish to attend the Meeting as an observer must I/We, (Name)
of (Address) being a member/
members of Tung Lok Restaurants (2000) Ltd (the “Company”), hereby appoint
Name NRIC/Passport No. Proportion of Shareholdings Address
and/or (delete as appropriate)
Name NRIC/Passport No. Proportion of Shareholdings as my/our proxy/proxies to vote for me/us and on my/our behalf and, if necessary, to demand a poll, at the 11th Annual General (Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions to be Resolution No. For Against 4(a) Re-election of Dr Ker Sin Tze as a Director Dated this day of 2011
Total number of shares in No. of Shares
(a) CDP Register
Signature(s) of Member(s)/Common Seal (b) Register of Members
IMPORTANT: Please read notes overleaf Notes:-
1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository 2 A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two 3. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of 4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1 Sophia 5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised 6. Where an instrument appointing a proxy is signed on behalf of the appointer by an attorney, the letter of power of attorney 7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as GENERAL:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or 298 Tiong Bahru Road #14-01/04, Central Plaza, Singapore 168730 Annual Report 2011 I ended 31 march 2011 ran 0 A Tu k R ran 0 0 A
n ep 0 0
298 Tiong Bahru Road #14-01/04, Central Plaza, Singapore 168730 . tunglok.com Annual Report 2010 Tung Lok Restaurants (2000) Ltd Contents
This annual report has been reviewed by the Company’s sponsor, KW Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, The details of the contact person for the Sponsor is: 2 4 Corporate Information
5 Historical Financial Summary
6 8
Management Team
10
Statement of Corporate Governance
20 Chairman’s Statement On behalf of the board of Directors, I am pleased to present you the Performance
The tail-end of the global financial and economic crisis impacted the Our revenue increased 11% to S$81.3 million in FY10 from S$73.4 We recorded a share of loss in our joint-venture of S$300,000 in Other operating income increased 76% to S$2.3 million in FY10 The Group recorded earnings per share (“EPS”) of 0.46 cents for Tung Lok Restaurants (2000) Ltd Annual Report 20102 Operations
Following the onset of the global fi nancial crisis, the Group had Our efforts at effi ciency included introducing more automation As with previous economic crisis, Tung Lok believes that these The Group opened fi ve new outlets in Singapore in the year In China, certain outlets there have shown improvement. Also, Outlook
Although the economy has recovered from a severe global crisis, With the proposed progressive increase in foreign workers’ levy Our strategy going forward is to grow our mid-range restaurant We are exploring how to replicate proven restaurant concepts In addition, as announced in January 2010, we will be entering Acknowledgements
It has been an exciting year for all of us, as we navigated out of Andrew Tjioe Executive Chairman
23 june, 2010
Annual Report 2010 Tung Lok Restaurants (2000) Ltd 3 Corporate Information BOARD OF DIRECTORS
Mr Tjioe Ka Men
Executive Chairman Ms Tjioe Ka In
Executive Director
Ker Sin Tze (Dr)
Independent Director
Tan Eng Liang (Dr)
Independent Director Mr Ch’ng jit Koon
Independent Director Ms juliette Lee Hwee Khoon
Non-Executive Director
EXECUTIVE COMMITTEE
Tan Eng Liang (Dr) (Chairman)
Ker Sin Tze (Dr) Mr Ch’ng Jit Koon
Mr Tjioe Ka Men NOMINATING COMMITTEE
Ker Sin Tze (Dr) (Chairman)
Tan Eng Liang (Dr) REMUNERATION COMMITTEE
Mr Ch’ng Jit Koon (Chairman)
Tan Eng Liang (Dr) AUDIT COMMITTEE
Tan Eng Liang (Dr) (Chairman) Mr Ch’ng Jit Koon
Ms Juliette Lee Hwee Khoon
COMPANY SECRETARY
Stella Chan
REGISTERED OFFICE
1 Sophia Road #05-03
Peace Centre
Singapore 22814 9
Tel: 6337 1712
Fax: 6337 4225
SHARE REGISTRAR AND SHARE
TRANSFER OFFICE
M & C Services Private Limited
138 Robinson Road #17-00
The Corporate Offi ce
Singapore 068906
AUDITORS
Deloitte & Touche LLP
6 Shenton Way #32-00
DBS Building Tower Two
Singapore 068809
Partner in charge:
Cheung Pui Yuen
Date of appointment: 22 July 2005
PRINCIPAL BANKERS
United Overseas Bank Ltd
Standard Chartered Bank
Tung Lok Restaurants (2000) Ltd Annual Report 20104 Historical Financial Summary OPERATING RESULTS FOR THE GROUP
$’000 FY2006 FY2007 FY2008 FY2009 FY2010 Turnover 64,918 69,871 75,902 73,428 81,343
Profit / (Loss) before tax and share of Profit (Loss) of Joint es
1,778 2,659 2,768 228 1,415
Share of Profit / (Loss) of Joint Ventures & Associate (39) (1,139) (1,481) (2,481) (136)
Taxation (405) (600) (882) (323) (555)
Profit / (Loss) after taxation but before minority interests 1,333 920 405 (2,576) 724
Profit / (Loss) attributable to the owners of the company 1,105 779 88 (2,686) 650
FINANCIAL POSITION FOR THE GROUP
As at
$’000 2006 2007 2008 2009 2010 Property, plant and equipment 6,837 8,538 10,547 11,194 13,639
Intangible asset – 92 72 52 32
Goodwill on consolidation 204 204 204 204 –
Current assets 13,633 15,930 17,162 13,808 20,247
Other non-current assets 4,619 2,771 2,452 1,976 2,167
Total assets 25,293 27,535 30,437 27,234 36,085
Current liabilities 14,598 16,559 19,688 18,608 23,421
Non-current liabilities 2,853 2,364 1,961 2,634 5,916
Shareholders’ equity 7,266 8,022 7,812 4,855 5,714
Minority interests 576 590 976 1,137 1,034
Total liabilities and equity 25,293 27,535 30,437 27,234 36,085
NTA per share cents 5.04 5.52 5.38 3.29 4.06
* NOTE
1. The restated financials from 2006 to 2009 was due to the implementation of INT FRS 113 – Customer Loyalty Programmes in 2010
Annual Report 2010 Tung Lok Restaurants (2000) Ltd 5 Board of Directors
ANDREW TjIOE was appointed to the Board since Committee and Nominating Committee. In July 2006, he
was appointed as Executive Chairman, and continues to
spearhead the Group’s overall direction. He started his
career as a Corporate Planner in a listed company in 1981
for 2 years and subsequently moved to Oceanic Textiles Pte
Ltd where he was appointed Deputy Managing Director
from 1983 to 1986. He has been involved in restaurant
operations since 1982, becoming Managing Director of
Tung Lok Shark’s Fin Restaurant Pte Ltd in 1984. He has since
established a chain of reputable restaurants in Singapore,
Indonesia, Japan, China and India, and continues to lead
the Group from strength to strength.
In 1997 and 2002, in recognition of his success, Mr Tjioe
was awarded the “Singapore Restaurateur of the Year” by
Wine & Dine. He was the President for the Lions Club of
Singapore Mandarin from 1987 to 1988. In November
2000, he was presented the “International Management
Action Award” (IMAA) by Institute of Management and
Spring Singapore jointly for Excellence in Management
Action for his outstanding management of the Tung Lok
Group. In 2001, he was awarded the “Tourism Entrepreneur
of the Year Award” by the Singapore Tourism Board. At the
World Gourmet Summit Awards of Excellence 2005, he was
awarded the “Lifetime Achievement Award”, in recognition
of his innovative contributions and tireless dedication to the
restaurant industry in Singapore and abroad. In November
2006, he was named the “Hospitality Entrepreneur of the
Year” in the Hospitality Asia Platinum Awards Singapore
Series 2006-07, conceptualised to recognise the dedication
and commitment of industry-related players beyond the
call of duty. In November 2007, Andrew received the
“Most Creative Entrepreneurial Leaders of Asia-Pacific
Award” at the APCE (Asia-Pacific Chinese Entrepreneurial
Leaders Forum) 2007. In February 2008, he was honoured
with the “International Star Diamond Lifetime Achievement
Award” from the New York-based American Academy of
Hospitality Sciences. This is often referred to as the ‘Oscars’
of the service sector.
He is currently the Vice-President of the Restaurant
Association of Singapore (RAS); the Vice-President of the
Franchising and Licensing Association of Singapore; as
well as a member of the Board of Directors of the SHATEC
Institute, which is the educational institute of the Singapore
Hotel Association (SHA).
Mr Tjioe is a graduate in Business Administration from
Oklahoma State University, USA.
TjIOE KA IN was appointed to the Board on 1 March also a Member of the Executive Committee. She joined Tung
Lok Group in 1988 and currently holds the appointment of
Executive Director of the Group. Her primary responsibilities
include strategic planning and ensuring smooth operations
of Tung Lok’s restaurants in Singapore and Indonesia.
Currently, Ms Tjioe heads the operation of T&T Gourmet
Cuisine Pte Ltd, a joint venture set up by Tung Lok Group
and frozen food manufacturer Tee Yih Jia Group. Its primary
business is in production of gourmet dim sum and snacks
for both local and export markets, premium mooncakes and
festive goodies such as nian gao and Chinese pastries. Her
responsibilities include recipe and product development,
and planning.
Ms Tjioe holds a Bachelor of Science Degree in Hotel and
Restaurant Management from Oklahoma State University,
USA. She was President of the Lions Club of Singapore
Oriental for the term year 2000/2001, and is presently a
member of the Ulu Pandan Community Club Management
Committee.
Tung Lok Restaurants (2000) Ltd Annual Report 20106 DR TAN ENG LIANG was appointed as an Independent re-elected on 27 July 2009. He is the Chairman of the Audit
Committee and Executive Committee and also a Member of
the Nominating Committee and Remuneration Committee.
Dr Tan was a Member of Parliament from 1972 to 1980, the
Senior Minister of State for National Development from
1975 to 1978 and Senior Minister of State for Finance from
1978 to 1979. He also served as the Chairman of the Urban
Redevelopment Authority, Singapore Quality & Reliability
Association and the Singapore Sports Council. Dr Tan has
a Doctorate from Oxford University, England. Dr Tan was
awarded the Public Service Star (BBM), Public Service Star
(BAR) and the Meritorious Service Medal by the Singapore
Government. Dr Tan is also a director of the following
public listed companies: Sunmoon Food Company Ltd,
Progen Holdings Ltd, Sapphire Corporation Limited, United
Engineers Ltd, Jackspeed Corporation Limited, Hartawan
Holdings Limited and HG Metal Manufacturing Limited.
DR KER SIN TZE was appointed as an Independent 2008. He is the Chairman of the Nominating Committee,
and also a Member of the Audit Committee, Remuneration
Committee and Executive Committee. Dr Ker is currently
the Consul-General of Singapore Consulate in Hong Kong.
He holds a Bachelor of Commerce degree from Nanyang
University, M.A.(Economics) and Ph.D(Economics) degree
from the University of Manitoba, Canada. He lectured at the
then University of Singapore from 1974 to 1980. He joined
Liang Court Pte Ltd as Managing Director in 1980 until
September 1991. In September 1990, he was appointed as
the Executive Chairman of Superior Multi-Packaging Limited
(formerly known as Superior Metal Printing Limited), a
public listed company. In August 1991, Dr Ker was elected
to Parliament. He resigned from Liang Court Pte Ltd and
Superior Multi-Packaging Limited at the end of 1991 to take
up his appointment as Minister of State for Information and
the Arts and Minister of State for Education in January 1992.
He resigned from his government posts and returned to the
private sector in September 1994. He served as a Member
of Parliament during the period 1991 to 2001.
CH’NG jIT KOON was appointed as an Independent on 27 July 2009. He is the Chairman of the Remuneration
Committee and is also a Member of the Audit Committee,
Nominating Committee and Executive Committee. Mr
Ch’ng, a Justice of the Peace, was a Member of Parliament
from 1968 to 1996. He was holding the post of Senior
Minister of State when he retired in January 1997. In addition
to holding directorships in several other publiclisted and
private companies in Singapore, he also serves in several
community organizations.
jULIETTE LEE HWEE KHOON was appointed to the will seek re-election at the forthcoming Annual General
Meeting. She is a member of the Audit Committee and
is a veteran in the food and beverage industry with more
than 26 years of experience in managing different areas
of the business. Currently she serves as Executive Director
of Tee Yih Jia (‘TYJ’) Food Manufacturing Pte Ltd and
Alternate Director of Super Coffeemix Manufacturing Ltd.
She has been with TJY since 1980 and among her many
achievements she was instrumental in turning around
TYJ’s subsidiary, TYJ Fujian Brewery, to profi tability in
2000. She also served as Director on the Board of Her
Sea Palace Restaurant Pte Ltd from 1987 to 1989. Ms Lee
holds a Masters in Business Administration BA (Strategic
Management) from the Maastricht School of Management.
Annual Report 2010 Tung Lok Restaurants (2000) Ltd 7 Management Team ANDREW TjIOE Mr Tjioe was appointed to the Board since 28 September 2000, In 1997 and 2002, in recognition of his success, Mr Tjioe was awarded He is currently the Vice-President of the Restaurant Association of Mr Tjioe is a graduate in Business Administration from Oklahoma TjIOE KA IN Ms Tjioe was appointed to the Board on 1 March 2001 and was last the appointment of Executive Director of the Group. Her primary Currently, Ms Tjioe heads the operation of T&T Gourmet Cuisine Ms Tjioe holds a Bachelor of Science Degree in Hotel and LIM QUEE TECK Prior to joining the Group in 2001, Lim Quee Teck was responsible RICKY NG Ricky began his career with Tung Lok Group in 1999 at the then Club In 2006, he was promoted to Vice President – Operations, and in In his recent appointment as Chief Operating Officer, Ricky’s primary Ricky was formally trained at the Australian School of Tourism and Tung Lok Restaurants (2000) Ltd Annual Report 20108 jOCELYN TjIOE A diploma graduate in Business Studies from Ngee Ann Technical VINCENT PHANG Vincent joined the Group in 1998. With a career spanning of 15 WOODY ACHUTHAN Prior to joining the Group in 2001, Woody was with United Airlines CAROLYN TAN Carolyn joined the Group in 2002 as Marketing Communications 2003, she was promoted to Director of Marketing, and in 2007, was CHUA POH YORK Poh York joined the Group in 1985 as Assistant Manager of Tung SAM LEONG Sam is the maestro behind the unique Modern Chinese Cuisine Honoured with several awards and accolades, some of Sam’s Sam has also participated in several international culinary events Annual Report 2010 Tung Lok Restaurants (2000) Ltd 9 Statement of Corporate Governance TUNG LOK RESTAURANTS (2000) LTD (the “Company”) is committed to ensuring and maintaining a high standard of corporate BOARD MATTERS
The Board’s Conduct of its Affairs
Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible The Board of Directors (the “Board”) conducts at least three meetings a year and as warranted by circumstances. The Company’s Articles The attendance of the directors at meetings of the Board and Board committees during the financial year ended 31 March 2010 Name
BOARD AUDIT EXECUTIVE REMUNERATION NOMINATING NO. OF MEETINGS NO. OF MEETINGS NO. OF MEETINGS NO. OF MEETINGS NO. OF MEETINGS
Held Attended Held Attended Held Attended Held Attended Held Attended
Tjioe Ka Men 4 4 – – 4 4 – – 1 1
Tjioe Ka In 4 4 – – 4 4 – – – –
Tan Eng Liang 4 4 4 4 4 4 1 1 1 1
Ker Sin Tze 4 4 4 4 4 4 1 1 1 1
Ch’ng Jit 4 4 4 4 4 4 1 1 1 1 Juliette Lee 4 4 4 4 – – – – – –
The Board is responsible for : Matters, which are specifically reserved to the full Board for decision are those involving material acquisitions and disposals of assets, Tung Lok Restaurants (2000) Ltd Annual Report 201010 Statement of Corporate Governance These Committees function within clearly defined terms of references and operating procedures, which are reviewed on a regular Dr Tan Eng Liang (Chairman & Independent Director) The EXCO evaluates and recommends to the Board policies on matters covering financial control and risk management of the Group, On appointment, the Chairman of the Board will brief new Directors on the Group’s business and policies. Directors and senior Board Composition and Balance
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate The Board comprises six (6) directors, of whom two (2) are executive directors, three (3) non-executive and independent directors and Tjioe Ka Men (Executive Chairman) The criterion for independence is based on the definition given in the Code. The Board considers an “independent” director as one The Board is of the view that the current board size of six directors is appropriate, taking into account the nature and scope of the Profiles of the Directors are found on pages 6-7 of this Annual Report.
With half of the Board comprising independent non-executive Directors, the Board is able to exercise objective judgement on corporate Annual Report 2010 Tung Lok Restaurants (2000) Ltd 11 Statement of Corporate Governance Chairman and Chief Executive Officer
Principle 3: There should be a clear division of responsibilities at the top of the company – the working of the Board and the executive Mr Tjioe Ka Men is the Executive Chairman of the Company. As Executive Chairman, Mr Tjioe Ka Men bears responsibility for the Mr Tjioe Ka Men also bears executive responsibility for the management of the Group.
The Board is of the view that, given the scope and nature of the operations of the Group and the strong element of independence of Board Membership
Principle 4: There should be a formal and transparent process for the appointment of new directors to the Board.
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 Nominating Committee (“NC”) comprises four directors of whom three are independent directors and one is executive director Dr Ker Sin Tze (Chairman) The NC has adopted specific written terms of reference and its role is to establish a formal and transparent process for :-
(1) the appointment or re-appointment of members of the Board.
(2) evaluating and assessing the effectiveness of the Board as a whole, and the contribution by each individual director to the (3) determining the independence of directors in accordance with Guidance Note 2.1 of the Code.
The Articles of Association of the Company require one-third of the Board to retire from office at each Annual General Meeting Tung Lok Restaurants (2000) Ltd Annual Report 201012 Statement of Corporate Governance The Company has in place policies and procedures for the appointment of new directors including the description on the search and Although the independent directors hold directorships in other companies, which are not in the Group, the Board is of the view that The NC evaluated the Board’s performance as a whole in FY2010 based on performance criteria set by the Board. Each individual Access to Information
Principle 6: In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information In order to ensure that the Board is able to fulfill its responsibilities, management provides the Board members with half-yearly The Board, either individually or as a group, in the furtherance of their duties, has access to independent professional advice, if The Board has separate and independent access to the Company Secretary and to other senior management executives of the Company Annual Report 2010 Tung Lok Restaurants (2000) Ltd 13 Statement of Corporate Governance 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 Level and Mix of Remuneration
Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company The Remuneration Committee (“RC”) comprises three directors, who are non-executive and independent directors. The RC has adopted The members of the RC are as follows :-
Mr Ch’ng Jit Koon (Chairman) (a) to review and recommend to the Board in consultation with management and the Chairman of the Board a framework of (b) to recommend to the Board, in consultation with management and the Chairman of the Board, the Executives’ Share Option (c) to carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions that may be As part of its review, the RC shall ensure that :
(a) all aspects of remuneration, including director’s fees, salaries, allowances, bonuses, options and benefits-in-kinds should be (b) the remuneration packages should be comparable within the industry and comparable companies and shall include a (c) the remuneration package or employees related to executive directors and controlling shareholders of the Group are in line with Tung Lok Restaurants (2000) Ltd Annual Report 201014 Statement of Corporate Governance No director is involved in deciding his own remuneration. The non-executive and independent directors do not have any service All aspects of remuneration, including but not limited to directors’ fee, salaries, allowances, bonuses, and benefits-in-kind shall be Disclosure on Remuneration
Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure The details of the remuneration of directors of the Group disclosed in bands for services rendered during the financial year ended 31 Number of directors
2010 2009
$500,000 and above – –
$250,000 to $499,999 1 1
Below $249,999 5 5
Total 6 6
The details of the remuneration of directors of the Group disclosed in bands for services rendered during the financial year ended 31 Directors’ Remuneration
Remuneration Salary
& Fees
%
Performance % Other % Tot al
Remuneration
% Executive Directors
Tjioe Ka Men C 100 – – 100
Tjioe Ka In B 100 – – 100
Non-Executive Directors
Tan Eng Liang A 100 – – 100
Ker Sin Tze A 100 – – 100
Ch’ng Jit Koon A 100 – – 100
Juliette Lee Hwee Khoon A 100 – – 100
Remuneration Band “A” = Annual Report 2010 Tung Lok Restaurants (2000) Ltd 15 Statement of Corporate Governance The service contracts of the executive directors, key executives and employees related to our Directors are reviewed periodically by a) the remuneration include a fixed salary, a bonus and a variable performance bonus which is linked to the Group and individual b) there are no onerous compensation commitments on the part of the Company in the event of a termination of the service of the The Company does not have any employee share option schemes or other long-term incentive scheme for directors at the moment.
The overall wage policies for the employees are linked to performance of the Group as well as individual and determined by the Board Disclosure of the top five executives’ remuneration (executives who are not directors of the Company) in the following bands for Name of Remuneration Other % Sam Leong Siew Kay B 100 – – 100
Phang Chwee Kin A 68 32 – 100
Ricky Ng Chi Hung A 95 5 – 100
Lim Quee Teck A 100 – – 100
Tjioe Ka Lie* A 100 – – 100
* Immediate Family Member of Directors or Substantial Shareholders
One employee of the Group is an immediate family member of the Executive Chairman and the remuneration of this employee did ACCOUNTABILITY AND AUDIT
Accountability
Principle 10: The Board should present a balanced and understandable assessment of the company’s performance, position and The Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure full disclosure Price sensitive information will be publicly released either before the Company meets with any group of investors or analysts or Tung Lok Restaurants (2000) Ltd Annual Report 201016 Statement of Corporate Governance Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.
The Audit Committee (“AC”) comprises the following four non-executive Directors, majority of whom including the Chairman, are The AC has adopted specific terms of reference.
The AC meets at least three times a year to perform the following functions: –
1) reviews the audit plans of our Group’s external and internal auditors;
2) reviews with the external auditors the scope and results of the audit;
3) reviews the co-operation given by our Group’s officers to the external auditors;
4) reviews the financial statements of our Group before submission to the Board of Directors;
5) nominates external auditors for re-appointment and reviews their independence;
6) reviews interested person transactions; and
7) reviews internal audit findings and adequacy of the internal audit function.
The Board considers that the members of the AC are appropriately qualified to discharge their responsibilities.
The external auditors have full access to the AC and the AC has full access to the management. The AC has the power to commission For FY2010, the AC met once with the external auditors without the presence of the management. The AC reviewed the findings of the The AC has undertaken a review of all non-audit services provided by the external auditors for FY2010 and is satisfied that such The external auditors carry out in the course of their statutory audit, a review of the effectiveness of the Company’s material internal The AC has reviewed and, based on the audit reports and management controls in place, is satisfied that there are adequate internal The Company has in place a whistle-blowing framework where staff of the Company can access the Audit Committee Chairman and Annual Report 2010 Tung Lok Restaurants (2000) Ltd 17 Statement of Corporate Governance Internal Controls and Risk Management
Principle 12: The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’ The AC will ensure that a review of the effectiveness of the Company’s material internal controls, including financial, operational The Group has in place a system of internal control and risk management for ensuring proper accounting records and reliable financial The Group’s risk factors and management are set out in the notes to the financial statements in this Annual Report.
Internal Audit
Principle 13: The company should establish an internal audit function that is independent of the activities it audits.
An internal audit function has been set up. The internal auditor reports to the Chairman of the AC and also to the Chief Financial The AC is satisfied that the internal audit function is adequately resourced and has appropriate standing within the Company in view COMMUNICATION WITH SHAREHOLDERS
Communication with Shareholders
Principle 14: Companies should engage in regular, effective and fair communication with shareholders.
Principle 15: Companies should encourage greater shareholder participation at AGM’s and allow shareholders the opportunity to In line with continuous obligations of the Company pursuant to the SGX-ST’s Listing Rules, the Board’s policy is that all shareholders Information is disseminated to shareholders on a timely basis through:
(a) SGXNET announcements and news release; Tung Lok Restaurants (2000) Ltd Annual Report 201018 Statement of Corporate Governance The Company’s AGMs/EGMs are the principal forums for dialogue with shareholders. The Chairmen of the Audit, Remuneration and Shareholders are encouraged to attend the AGMs/EGMs to ensure high level of accountability and to stay appraised of the Group’s DEALING IN SECURITIES
The Company has in place a policy prohibiting share dealings by Directors and employees of the Company for the period of one INTERESTED PERSON TRANSACTIONS
The Company adopted an internal policy in respect of any transactions with interested person and has established procedures for Interested person transactions carried out during the financial year by the Group are as follows :-
$ MATERIAL CONTRACTS
No material contracts to which the Company or its subsidiary is a party and which involve interests of directors or controlling SPONSORSHIP
The Company is currently under the SGX-ST Catalist sponsor-supervised regime. The continuing sponsor of the Company is KW Capital Annual Report 2010 Tung Lok Restaurants (2000) Ltd 19 Annual Report 2010 Tung Lok Restaurants (2000) Ltd 20
Financial Content
21 Report of the Directors 24 Statement of Directors
25 26 28 29 31 33 84 86 Notice of Annual General Meeting Proxy Form Annual Report 2010 Tung Lok Restaurants (2000) Ltd 21
The directors present their report together with the audited consolidated financial statements of the group and statement of financial 1 DIRECTORS
The directors of the company in office at the date of this report are:
Tjioe Ka Men 2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose 3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
The directors of the company holding office at the end of the financial year had no interests in the share capital and debentures Shareholdings registered Shareholdings in which directors are At beginning At end At beginning The company Ordinary shares
Tjioe Ka Men 226,000 226,000 53,200,000 53,889,000 By virtue of Section 7 of the Singapore Companies Act, Mr Tjioe Ka Men and Ms Tjioe Ka In are deemed to have an interest in The directors’ interests in the shares of the company at April 21, 2010 were the same at March 31, 2010.
Report of the Directors Tung Lok Restaurants (2000) Ltd Annual Report 201022
4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS
Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is required to 5 SHARE OPTIONS
(a) Option to take up unissued shares
During the financial year, no option to take up unissued shares of the company or any corporation in the group was (b) Option exercised
During the financial year, there were no shares of the company or any corporation in the group issued by virtue of the (c) Unissued shares under option
At the end of the financial year, there were no unissued shares of the company or any corporation in the group under 6 AUDIT COMMITTEE
At the date of this report, the Audit Committee comprises the following members, all of whom are independent directors other Tan Eng Liang (Dr) (Chairman) The Audit Committee has met 4 times since the last Annual General Meeting and has performed the following where relevant, a) reviews the audit plans of the external and internal auditors;
b) reviews with the external auditors the scope and results of the audit;
c) reviews the co-operation given by the management to the external auditors;
Report of the Directors Annual Report 2010 Tung Lok Restaurants (2000) Ltd 23
6 AUDIT COMMITTEE (cont’d)
d) reviews the financial statements of the company and the consolidated financial statements of the group before their e) reviews the half-yearly and annual announcements as well as the related press releases on the results and financial f) nominates external auditors for re-appointment and reviews their independence;
g) reviews interested person transactions; and
h) reviews internal audit findings and adequacy of the internal audit function.
The Audit Committee has full access to and has the co-operation of the management. It has been given the resources required The Audit Committee has recommended to the Board of Directors the nomination of Deloitte & Touche LLP for re-appointment 7 AUDITORS
The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.
ON BEHALF OF THE DIRECTORS
Tjioe Ka Men Singapore Report of the Directors Tung Lok Restaurants (2000) Ltd Annual Report 201024
Statement of Directors In the opinion of the directors, the consolidated financial statements of the group and the statement of financial position and statement ON BEHALF OF THE DIRECTORS Annual Report 2010 Tung Lok Restaurants (2000) Ltd 25
Independent Auditors’ Report We have audited the accompanying financial statements of Tung Lok Restaurants (2000) Ltd (the company) and its subsidiaries Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Opinion
In our opinion,
(a) the consolidated financial statements of the group and the statement of financial position and statement of changes in equity of (b) the accounting and other records required by the Act to be kept by the company and by those subsidiaries incorporated in Deloitte & Touche LLP Singapore Tung Lok Restaurants (2000) Ltd Annual Report 201026
Group Company
Note 2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
(Restated) (Restated) (Restated) (Restated)
ASSETS
Current assets Non-current assets 1,678,180 2,809,413 2,430,000
Advances to joint ventures 12 – – 217,327 – – – Total assets 36,084,520 27,234,429 30,437,262 4,679,771 5,409,363 5,403,217
Statements of Financial Position See accompanying notes to financial statements. Annual Report 2010 Tung Lok Restaurants (2000) Ltd 27
Statements of Financial Position Group Company
Note 2010 2009 2008 2010 2009 2008 $ $ $
$ $ $
(Restated) (Restated) (Restated) (Restated)
LIABILITIES AND EQUITY
Current liabilities Non-current liabilities Capital, reserves and minority interests Total liabilities and equity 36,084,520 27,234,429 30,437,262 4,679,771 5,409,363 5,403,217
See accompanying notes to financial statements.
Tung Lok Restaurants (2000) Ltd Annual Report 201028
Note 2010 2009 (Restated) Revenue 27 81,343,213 73,427,812
Cost of sales (25,086,463) (22,071,300)
Gross profit 56,256,750 51,356,512 Profit (Loss) before tax 1,279,721 (2,252,300) Profit (Loss) for the year 32 724,378 (2,575,772)
Other comprehensive income: other comprehensive income for the year 206,464 (272,187) 930,842 (2,847,959)
Profit (Loss) attributable to: 724,378 (2,575,772) Total comprehensive income attributable to: 930,842 (2,847,959) Earnings (Loss) per share (cents) Diluted 33 0.46 (1.92)
Consolidated Statement of Comprehensive Income See accompanying notes to financial statements. Annual Report 2010 Tung Lok Restaurants (2000) Ltd 29
S h e p al C en tr sl io d ci A u u te lo es A ri u b to w er o th c o p y in ri in re s ta $ $ G u B an a p l 2 0 s
p vi y p e d 1 ,2
6 ,5
0 ( 6 ,0
5 )
(1 6 ,8
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– (8 9 5 9 (8 ) (8 ) al ce t A l , r ta d 1 6 9 0 0 5 (2 9 1 7 1 ,5 4 7 ,7 7 2 To l m h si i m fo th ye a p e d (2 8 (2 2 4 )
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(2 , 4 8 1 (2 4 ,9 9 D id d p d t in ty h eh er o b d ri – (3 3 4 ) 6 ,3 5 Is e ar t o su d ry – – 6 ,0 0 0 ir al u ad st en re -f e an u to
m
in er – – 4 5 ,2 3 al t ar 3 1 6 0 ( 3 2 4 (5 8 0 4 5 ,0 6 ,1 6 0 5 9 ,6 9 – 2 6 7 8 9 9 7 ,0 3 ,8 2 iv en p d in (2 3 7 ) 3 ,5 3 – 0 0 al 3 0 1 (1 2 (4 3 3 5 1 ,0 4 8 6 ,9 8 Statements of Changes In Equity Se ac m yi n s fi ci s te en . Tung Lok Restaurants (2000) Ltd Annual Report 201030
Share Accumulated
capital losses Total Company Balance at April 1, 2008 10,269,503 (8,332,484) 1,937,019
Total comprehensive income for the year – (917,557) (917,557)
Balance at March 31, 2009 10,269,503 (9,250,041) 1,019,462
Total comprehensive income for the year – (335,466) (335,466)
Balance at March 31, 2010 10,269,503 (9,585,507) 683,996
See accompanying notes to financial statements. Statement of Change In Equity Annual Report 2010 Tung Lok Restaurants (2000) Ltd 31
Note 2010 2009 Operating activities Profit (Loss) before tax 1,279,721 (2,252,300)
Adjustments for:
Other receivable written off 30,935 29,393 Operating cash flows before movements in working capital 5,373,188 3,680,628
Trade receivables (568,870) 251,833 Cash generated from operations 8,553,568 2,506,440
Interest paid (271,824) (225,521) Net cash from operating activities 8,042,851 1,237,719
Consolidated Statement of Cash Flows See accompanying notes to financial statements. Tung Lok Restaurants (2000) Ltd Annual Report 201032
Note 2010 2009 Investing activities Net cash used in investing activities (5,163,067) (4,006,458)
Financing activities Net cash from financing activities 2,808,331 850,195
Net increase (decrease) in cash and cash equivalents 5,688,115 (1,918,544) A. During the financial year, the group acquired additional equity interest in a joint venture company amounting to $300,000 B. During the financial year, the group acquired property, plant and equipment with an aggregate cost of $5,866,767 C. Cash and cash equivalents consist of:
2010 2009 Cash at bank 8,127,434 4,938,384 Consolidated Statement of Cash Flows Annual Report 2010 Tung Lok Restaurants (2000) Ltd 33
Notes to Financial Statements 1 GENERAL
The company (Registration No. 200005703N) is incorporated in Singapore with its principal place of business at 298 Tiong The principal activity of the company is that of investment holding, while those of the subsidiaries are described in Note 14 to The financial statements of the group and the company have been prepared on a going concern basis which contemplates the The group and the company are dependent on unutilised credit facilities committed by banks, the availability of future The directors have taken steps to improve the group’s and company’s working capital position and cash inflow from their The directors are satisfied that with the group’s revenue generated mainly from cash and credit card sales, availability of In the directors’ opinion, it is appropriate for the financial statements of the group and company to be prepared on a going The consolidated financial statements of the group and the statement of financial position and statement of changes in equity of 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING – The financial statements have been prepared in accordance with the historical cost basis, except as ADOPTION OF NEW AND REVISED STANDARDS – In the current financial year, the group has adopted all the new and Tung Lok Restaurants (2000) Ltd Annual Report 201034
Notes to Financial Statements
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
FRS 1 – Presentation of Financial Statements (Revised)
FRS 1 (2008) has introduced terminology changes (including revised titles for the financial statements) and changes in the Amendments to FRS 107 Financial Instruments : Disclosures – Improving Disclosures about Financial Instruments
The amendments to FRS 107 expand the disclosures required in respect of fair value measurements and liquidity risk. The group FRS 108 – Operating Segments
The group adopted FRS 108 with effect from April, 1 2009. FRS 108 requires operating segments to be identified on the basis INT FRS 113 – Customer Loyalty Programmes
The adoption of INT FRS 113 has resulted in a change to the group’s accounting policy for its customer loyalty programme. The In the past, the group had accounted for the Tung Lok First Card Scheme by recognising the full consideration received as Annual Report 2010 Tung Lok Restaurants (2000) Ltd 35
Notes to Financial Statements This change in accounting policy has been applied retrospectively, in accordance with the transitional provisions of INT FRS At the date of authorisation of these financial statements, the following FRSs, INT FRSs and amendment to FRS that are relevant • FRS 24 Related Party Disclosures (Revised)
• FRS 27 (Revised) Consolidated and Separate Financial Statements; and FRS 103 (Revised) Business Combination
• FRS 28 (Revised) Investments in Associates
• Amendments to FRS 7 Statement of Cash Flows
• Improvements to Financial Reporting Standards (issued in June 2009)
Consequential amendments were also made to various standards as a result of these new/revised standards.
The management anticipates that the adoption of the above FRSs, INT FRS and amendments to FRSs in future periods will not FRS 27 (Revised) Consolidated and Separate Financial Statements; and FRS 103 (Revised) Business Combinations
FRS 27 (Revised) is effective for annual periods beginning on or after July 1, 2009. FRS 103 (Revised) is effective for business Apart from matters of presentation, the principal amendments to FRS 27 that will impact the group concern the accounting Similarly, FRS 103 is concerned with accounting for business combination transactions. The changes to the Standard are Tung Lok Restaurants (2000) Ltd Annual Report 201036
Notes to Financial Statements FRS 28 (Revised) Investments in Associates
In FRS 28 (Revised), the principal adopted under FRS 27 (Revised) (see above) that a loss of control is recognised as a disposal FRS 28 (Revised) will be adopted for periods beginning on or after July 1, 2009 and will be applied prospectively in accordance BASIS OF CONSOLIDATION – The consolidated financial statements incorporate the financial statements of the company The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Minority interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Minority In the company’s financial statements, investments in subsidiaries, associates and joint ventures are carried at cost less any Annual Report 2010 Tung Lok Restaurants (2000) Ltd 37
Notes to Financial Statements BUSINESS COMBINATIONS – The acquisition of subsidiaries is accounted for using the purchase method. The cost of the Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the FINANCIAL INSTRUMENT – Financial assets and financial liabilities are recognised on the group’s statement of financial Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest Financial assets
Investments are recognised and de-recognised on a trade date where the purchase or sale of an investment is under a contract Loans and receivables
Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market Tung Lok Restaurants (2000) Ltd Annual Report 201038
Notes to Financial Statements Available-for-sale financial assets
Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Fair Cash and bank balances
Cash and bank balances comprise cash on hand and demand deposits and are subject to an insignificant risk of changes in value.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired For all other financial assets, objective evidence of impairment could include:
• significant financial difficulty of the issuer or counterparty; or For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception Annual Report 2010 Tung Lok Restaurants (2000) Ltd 39
Notes to Financial Statements When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognised in With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed Derecognition of financial assets
The group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised cost, using the Tung Lok Restaurants (2000) Ltd Annual Report 201040
Notes to Financial Statements Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the higher of the amount Derecognition of financial liabilities
The group derecognises financial liabilities when, and only when, the group’s obligations are discharged, cancelled or they expire.
LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards The group as lessee
Assets held under finance leases are recognised as assets of the group at their fair value at the inception of the lease or, if lower, Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The INVENTORIES – Inventories comprising mainly food and beverages are stated at the lower of cost and net realisable value. Cost PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at cost less accumulated depreciation and Annual Report 2010 Tung Lok Restaurants (2000) Ltd 41
Notes to Financial Statements Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on Furniture, fixtures and equipment – 20% to 331/3% The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any Fully depreciated assets still in use are retained in the financial statements.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference GOODWILL – Goodwill arising on the acquisition of a subsidiary represents the excess of the cost of acquisition over the For the purpose of impairment testing, goodwill is allocated to each of the group’s cash-generating units expected to benefit On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
The group’s policy for goodwill arising on the acquisition of joint venture and associate is described under “Interests in Joint INTANGIBLE ASSETS – Intangible assets acquired separately are reported at cost less accumulated amortisation and accumulated Tung Lok Restaurants (2000) Ltd Annual Report 201042
Notes to Financial Statements IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL – At the end of each reporting period, Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the ASSOCIATES – An associate is an entity over which the group has significant influence and that is neither a subsidiary nor an The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets, liabilities and Where a group entity transacts with an associate of the group, profits and losses are eliminated to the extent of the group’s Annual Report 2010 Tung Lok Restaurants (2000) Ltd 43
Notes to Financial Statements INTERESTS IN JOINT VENTURES – A joint venture is a contractual arrangement whereby the group and other parties undertake The results and assets and liabilities of joint ventures are incorporated in these financial statements using the equity method Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets, liabilities and Where the group transacts with its jointly controlled entities, unrealised profit and losses are eliminated to the extent of the PROVISIONS – Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the GOVERNMENT GRANTS – Government grants are not recognised until there is reasonable assurance that the group will Other government grants are recognised as income over the periods necessary to match them with the costs for which they Tung Lok Restaurants (2000) Ltd Annual Report 201044
Notes to Financial Statements REVENUE RECOGNITION – Revenue is measured at the fair value of the consideration received or receivable and represents Sale of food and beverages
Revenue from the sale of food and beverages is recognised when all the following conditions are satisfied:
• the group has transferred to the buyer the significant risks and rewards of ownership of the food and beverages i.e. when • the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the entity; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Service charges
Revenue from service charges is recognised when the services are rendered.
Management fees
Revenue from management contracts is recognised over the management period on a straight-line basis.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate Dividend income
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.
BORROWING COSTS – Borrowing costs directly attributable to the acquisition, construction or production of qualifying Annual Report 2010 Tung Lok Restaurants (2000) Ltd 45
Notes to Financial Statements All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
RETIREMENT BENEFIT COSTS – Payments to defined contribution retirement benefit plans are charged as an expense as they EMPLOYEE LEAVE ENTITLEMENT – Employee entitlements to annual leave are recognised when they accrue to employees. A INCOME TAX – Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries and associates, The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current Tung Lok Restaurants (2000) Ltd Annual Report 201046
Notes to Financial Statements Current and deferred tax are recognised as an expense or income in the profit or loss, except when they relate to items FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION – The individual financial statements of each group entity are In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign operations On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the Annual Report 2010 Tung Lok Restaurants (2000) Ltd 47
Notes to Financial Statements 3 CRITICAL ACCOUNTING jUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the group’s accounting policies, which are described in Note 2, management is required to make The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised Critical judgements in applying the group’s accounting policies
Apart from those involving estimates (see below), management is of the opinion that any instances of application of judgements Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, a) Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to b) Impairment of investments in subsidiaries, joint ventures and associate
Determining whether investments in subsidiaries, joint ventures and associate are impaired requires an estimation of the c) Income tax
Significant assumptions are required in determining the provision for income taxes. There are certain transactions and Tung Lok Restaurants (2000) Ltd Annual Report 201048
Notes to Financial Statements 3 CRITICAL ACCOUNTING jUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont’d)
d) Impairment of property, plant and equipment
Determining whether property, plant and equipment is impaired requires an estimation of the value in use. The value in 4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT
(a) Categories of financial instruments
The following table sets out the financial instruments as at the end of the reporting period:
Group Company $ $ $ $ $ $
(Restated) (Restated) (Restated) (Restated) Loans and receivables Financial liabilities At amortised cost 27,591,969 19,581,144 18,814,449 3,782,493 4,267,075 3,381,348 (b) Financial risk management policies and objectives
The group has documented financial risk management policies. These policies set out the group’s overall business Annual Report 2010 Tung Lok Restaurants (2000) Ltd 49
Notes to Financial Statements 4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
The group does not hold or issue derivative financial instruments for speculative purposes.
There has been no change to the group’s exposure to these financial risks or the manner in which it manages and i) Foreign exchange risk management
The group operates principally in Singapore and the People’s Republic of China, giving rise to exposures to The group has a number of investments in foreign entities whose net assets are denominated in Renminbi.
The group does not enter into any derivative contracts to hedge its foreign exchange risk. The group’s monetary ii) Interest rate risk management
The group’s exposure to interest rate risks relate mainly to its bank loans of $6,731,555 (2009 : $3,416,965; Interest rate sensitivity
The sensitivity analysis below have been determined based on the exposure to interest rates for instruments at If interest rates had been 50 basis points higher or lower and all other variables were held constant, the group’s profit The group’s sensitivity to interest rates has not changed significantly from the prior year.
The company’s profit and loss and equity are not affected by the changes in interest rates as its interest-bearing Tung Lok Restaurants (2000) Ltd Annual Report 201050
Notes to Financial Statements iii) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial The group’s credit risk is primarily attributable to its cash and bank balances, trade and other receivables and The maximum amount the group and company could be forced to settle the corporate guarantee in Note 35, if The carrying amount of financial assets recorded in the financial statements, grossed up for any allowances for Other than the related parties, the group has no significant concentration of credit risk. Trade receivables are Further details of credit risks on trade and other receivables, advances to joint ventures, associate and subsidiaries iv) Liquidity risk management
The group funds its operations through a mix of internal funds and bank borrowings. The group reviews regularly There was a breach of one of the bank loan covenants in 2009 and waiver of the breach was not obtained as of Annual Report 2010 Tung Lok Restaurants (2000) Ltd 51
Notes to Financial Statements iv) Liquidity risk management (cont’d)
The group has a cash pooling system whereby excess liquidity is equalised internally through intercompany The financial statements of the group and the company have been prepared on a going concern basis which The group and the company are dependent on unutilised credit facilities committed by banks, the availability of The directors have taken steps to improve the group’s and company’s working capital position and cash inflow The directors are satisfied that with the group’s revenue generated mainly from cash and credit card sales, The maximum amount the group and company could be forced to settle under the corporate guarantee in Note In the directors’ opinion, it is appropriate for the financial statements of the group and company to be prepared Liquidity and interest risk analyses
Non-Derivative Financial liabilities
The following table details the remaining contractual maturity for non-derivative financial liabilities. The table Tung Lok Restaurants (2000) Ltd Annual Report 201052
Notes to Financial Statements Weighted interest rate
%
On 1 year Within 5 years After $ $ $ Group
2010 2009 2008 Company 2010 2009 2008 Annual Report 2010 Tung Lok Restaurants (2000) Ltd 53
Notes to Financial Statements Non-Derivative Financial assets
The following table details the expected maturity for non-derivative financial assets. The inclusion of information Weighted 1 year
Within 5 years 5 years Adjustment Total Group 2010 2009 2008 Company 2010 2009 2008 Tung Lok Restaurants (2000) Ltd Annual Report 201054
Notes to Financial Statements v) Commodity price risk
Certain commodities, principally shark’s fins, dried foodstuff, meat, fish and other seafood delicacies, are vi) Fair value of financial assets and financial liabilities
The carrying amounts of cash and bank balances, trade and other current receivables, trade and other payables The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial The fair values of financial assets and financial liabilities are determined in accordance with generally (c) Capital risk management policies and objectives
The group manages its capital to ensure that entities in the group will be able to continue as a going concern while The capital structure of the group consists of debt, which includes the borrowings disclosed in Notes 23 and 24, and The group reviews the capital structure on a regular basis. As part of this review, the group considers the cost of capital The group’s overall strategy remains unchanged from 2009. Annual Report 2010 Tung Lok Restaurants (2000) Ltd 55
Notes to Financial Statements 5 RELATED PARTY TRANSACTIONS
Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related Some of the group’s transactions and arrangements are with related parties and the effects of these on the basis determined Transactions between the company and its subsidiaries have been eliminated on consolidation and are not disclosed in this Significant related party transactions other than those disclosed elsewhere in the notes to the statement of comprehensive
Group $ $ Sale of food and beverages (14,035) (28,406) With companies where certain directors have interests
Interest income (8,931) (8,931) With corporate shareholders of certain subsidiaries
Sale of food and beverages (29,782) (28,104)
Compensation of directors and key management personnel
The remuneration of directors and other members of key management during the year was as follows:
Group Short-term benefits 1,587,740 1,778,088 The remuneration of directors and key management is determined by the Remuneration Committee having regard to the Tung Lok Restaurants (2000) Ltd Annual Report 201056
Notes to Financial Statements 6 CASH AND BANK BALANCES
Group Company Cash at bank 8,127,434 4,938,384 6,902,177 159,592 54,335 96,850 Cash and bank balances comprise cash held by the group and short-term bank deposits with an original maturity of three The short-term deposits with banks bear interest at rates ranging from 0.10% to 1.00% (2009 : 0.25% to 1.60%; 2008 : 0.33% 7 TRADE RECEIVABLES
Group $ $ $ Related parties (Note 5) 217,414 269,485 382,889 Non-current portion of amount due from related parties (Note 5) (124,579) (153,033) (181,487) The average credit term on sale of goods is 30 days (2009 : 30 days; 2008 : 30 days). No interest is charged on the outstanding A substantial shareholder of the company has undertaken to reimburse the group for an amount of $124,579 (2009 : $153,033; The non-current portion of amount due from related parties of $124,579 (2009 : $153,033; 2008 : $181,487) is repayable over The carrying amount of the non-current portion of amount due from related parties approximates its fair value. Annual Report 2010 Tung Lok Restaurants (2000) Ltd 57
Notes to Financial Statements 7 TRADE RECEIVABLES (cont’d)
Analysis of trade receivables
Group Not past due and not impaired 1,143,168 541,203 873,048 379,745 434,843 341,971
Total 1,522,913 976,046 1,215,019
(i) Aging of receivables that are past due but not impaired
< 3 months 255,352 225,281 172,958
3 months to 6 months 23,959 106,283 139,262
6 months to 12 months 20,056 61,362 27,642
> 12 months 80,378 41,917 2,109
379,745 434,843 341,971 Before accepting any new customer, the group obtained customers’ general profile to assess the potential customer’s credit Included in the group’s trade receivables are debtors with a carrying amount of $379,745 (2009 : $434,843; 2008 : $341,971) 8 OTHER RECEIVABLES AND PREPAYMENTS
Group Company $ $ $ $ $ $ Subsidiaries Prepayments 249,585 146,504 482,864 2,449 2,449 13,099 Tung Lok Restaurants (2000) Ltd Annual Report 201058
Notes to Financial Statements 8 OTHER RECEIVABLES AND PREPAYMENTS (cont’d)
Analysis of other receivables
Group Company Not past due and not Impaired receivables – Less: Written off – (1,504,576) (426,779) – – – Total other receivables, net 419,750 452,905 1,159,040 2,846 12,661 752,986
(i) Aging of receivables < 3 months - 13,527 11,504 - - -
3 months to
6 months - 12,410 119,434 - - -
6 months to
12 months - 40,711 255,015 - - -
> 12 months 246,462 182,558 50,425 – – –
246,462 249,206 436,378 – – –
Receivables with a carrying amount of $246,462 (2009 : $249,206; 2008 : $436,378) are past due for which the group has not (ii) These amounts are stated before any deduction for impairment losses.
In 2009, $1,504,576 (2008 : $426,779), which related to advances to a joint venture, had been written off based on The advances to subsidiaries, joint ventures and an associate are unsecured, interest-free and repayable on demand. Annual Report 2010 Tung Lok Restaurants (2000) Ltd 59
Notes to Financial Statements 9 INVENTORIES
Group Food and beverages 1,950,473 1,829,477 1,908,142 The cost of inventories recognised as an expense includes $70,659 (2009 : $NIL; 2008 : $NIL) in respect of write-downs of 10 LONG-TERM SECURITY DEPOSITS 2010 2009 2008 Refundable security deposits 1,807,470 1,723,288 1,493,643
These are mainly deposits placed with the landlords. Management is of the opinion that these deposits have been placed with The carrying amounts of the above deposits approximate their fair values.
11 ADVANCES TO SUBSIDIARIES 2010 2009 2008 Advances to subsidiaries (Note 14) 7,660,180 6,669,413 3,790,000 1,678,180 2,809,413 2,430,000 The advances are unsecured, interest-free and not expected to be repaid within the next 12 months.
Management is of the opinion that the carrying amounts of the above advances approximate their fair values as determined by 12 ADVANCES TO jOINT VENTURES
Group Advances to joint ventures (Note 15) – – 217,327 Tung Lok Restaurants (2000) Ltd Annual Report 201060
Notes to Financial Statements 12 ADVANCES TO jOINT VENTURES (cont’d)
In 2008, the advances to joint venture were unsecured, interest-free and not expected to be repaid within the next 12 months In 2009, advances amounting to $211,306 (2008 : $98,642) had been written off based on management’s best estimate of the Management is of the opinion that the carrying amounts of the above advances approximate their fair values as determined by The advances to joint ventures, which were not denominated in the functional currencies of the respective entities, were 13 ADVANCES TO ASSOCIATE
Group Advances to associate (Note 16) – – 356,221
In 2008, the advances to associate were unsecured, bore interest at 6.57% per annum and were not expected to be repaid Management is of the opinion that the carrying amounts of the above advances approximate their fair values as determined by The advances to associate, which were not denominated in the functional currencies of the respective entities, were denominated Annual Report 2010 Tung Lok Restaurants (2000) Ltd 61
Notes to Financial Statements 14 SUBSIDIARIES
Company $ $ $ Unquoted equity shares, at cost 2,996,715 2,996,715 2,996,715 Impairment loss is provided on the investment of which the value in use is lower than its carrying amount. The value in use is Details of the company’s significant subsidiaries are set out below:
Name of subsidiary operation Principal activities voting power held
2010 2009 2008 % % % Club Chinois Pte Ltd (1) Singapore Restaurateur 75 75 75
Olde Peking Dining Hall Pte Ltd (1) Singapore Restaurateur 60 60 60
TLG Asia Pte Ltd (1) Singapore Investment 100 100 100
Tung Lok Arena Pte Ltd (1) Singapore Restaurateur 70 70 70
Tung Lok (China) Holdings Pte Singapore Investment holding 100 100 100
Tung Lok Millennium Pte Ltd (1) Singapore Restaurateur 100 100 100 Tung Lok Restaurants (2000) Ltd Annual Report 201062
Notes to Financial Statements 14 SUBSIDIARIES (cont’d)
Name of subsidiary operation Principal activities voting power held % % % Millennium Pte Ltd
Charming Garden Singapore Dormant 100 100 100
Tung Lok Central Restaurant Singapore Restaurateur 100 100 100
Tung Lok India Ltd (2) British Providing consultancy and 70 70 70 Tung Lok Signatures Pte Ltd (1) Singapore Restaurateur 100 100 100
iii) Held by Tung Lok My Humble House in Beijing People’s Republic of China Restaurateur 100 100 100
iv) Held by TLG Asia Pte Ltd
Garuda Padang Restaurant Singapore Restaurateur 65 60 60
Shin Yeh Restaurant Pte Ltd (1) (4) Singapore Restaurateur 55 55 –
(1) Audited by Deloitte & Touche LLP, Singapore. Annual Report 2010 Tung Lok Restaurants (2000) Ltd 63
Notes to Financial Statements 15 jOINT VENTURES
Group Company $ $ $ $ $ $ Unquoted equity Share of post- Impairment loss (1,000,000) (1,000,000) (1,000,000) (1,000,000) (1,000,000) (1,000,000) value over fair value Fair value of financial Total (745,343) (947,923) (617,586) 60,000 45,000 30,000
Classified as:
Non-current assets – – 203,047 60,000 45,000 30,000 (Note 22) (745,343) (947,923) (820,633) – – – Impairment loss is provided on the investment of which the estimated recoverable amount is lower than its carrying amount. Tung Lok Restaurants (2000) Ltd Annual Report 201064
Notes to Financial Statements 15 jOINT VENTURES (cont’d)
Details of the significant joint ventures of the group are set out below:
Name of joint venture operation Principal activities group
2010 2009 2008 Imperium Fine Dining and Singapore Dormant 50 50 50
ii) Held by Tung Lok My Humble Place in Beijing People’s Republic of China Restaurateur 70 70 60
iii) Held by Tung Lok T & T Gourmet Singapore Food products 50 50 50 (1) Audited by Deloitte & Touche LLP, Singapore. 50% equity interest in the entity, the shareholders’ agreement provides for joint control by the shareholders. The entity Annual Report 2010 Tung Lok Restaurants (2000) Ltd 65
Notes to Financial Statements Summarised financial information in respect of the group’s joint ventures is set out below:
Group $ $ $ Current assets 623,819 795,704 1,356,517 Group’s share of net results
Revenue 1,629,987 2,451,928 2,847,595 16 ASSOCIATE
Group Unquoted equity shares, at cost 1,532,345 1,532,345 988,460 Classified as: Non-current assets 110,329 – – Tung Lok Restaurants (2000) Ltd Annual Report 201066
Notes to Financial Statements 16 ASSOCIATE (cont’d)
Details of the significant associate of the group are set out below:
Name of associate operation Principal activities group % % % Shanghai Jinjiang People’s Republic of China Restaurateur 49 49 49
(1) Audited by BDO China Lixin Dahua CPA Co., Ltd. for equity accounting purposes. In view of the entity’s capital Summarised financial information in respect of the group’s associate is set out below:
Group Current assets 757,772 780,660 286,203 Group’s share of net results Revenue 1,233,749 1,638,955 1,355,434 Annual Report 2010 Tung Lok Restaurants (2000) Ltd 67
Notes to Financial Statements 17 AVAILABLE-FOR-SALE INVESTMENTS
Group Company Unquoted equity Advances to The available-for-sale investments consist of unquoted equity investments in Singapore Seafood Republic Pte Ltd, Singapore The advances to investment company constituted part of the group’s net investment in the investment company and were The unquoted equity shares are stated at cost less any impairment loss at the end of reporting period because the fair value of Impairment loss is provided on one of the investments of which the estimated recoverable amount is lower than its carrying 18 OTHER INTANGIBLE ASSET
Group Cost: Amortisation: Carrying amount: At March 31, 2009 52,462
At March 31, 2008 72,478 Tung Lok Restaurants (2000) Ltd Annual Report 201068
Notes to Financial Statements 18 OTHER INTANGIBLE ASSET (cont’d)
The intangible asset which pertains to franchise fees have finite useful lives, over which the asset is amortised. The amortisation 19 GOODWILL
Group Cost: Impairment: Carrying amount: At March 31, 2010 –
The group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be The recoverable amount of the cash-generating unit, relating to My Humble House in Beijing, is determined based on a value in Annual Report 2010 Tung Lok Restaurants (2000) Ltd 69
Notes to Financial Statements 20 PROPERTY, PLANT AND EQUIPMENT
Furniture, Kitchen Leasehold Motor $ $ $ $ $ Cost: Accumulated depreciation: Tung Lok Restaurants (2000) Ltd Annual Report 201070
Notes to Financial Statements 20 PROPERTY, PLANT AND EQUIPMENT (cont’d)
Furniture, $ $ $ $ $ Impairment: Carrying amount: At March 31, 2009 5,871,210 1,883,067 3,020,501 419,088 11,193,866
At March 31, 2008 5,447,492 1,576,334 3,091,620 431,606 10,547,052
An impairment loss amounting to $100,172 (2009 : $212,000; 2008 : $Nil) was recognised in profit or loss as certain restaurants Plant and equipment with the following carrying amounts at the end of the reporting period are under finance leases, which Group Furniture, fixtures and equipment 345,952 465,841 406,307 Leasehold property with carrying amount of $2,949,382 (2009 : $3,020,501; 2008 : $3,091,620) has been pledged to secure Annual Report 2010 Tung Lok Restaurants (2000) Ltd 71
Notes to Financial Statements Details of the leasehold property as at March 31, 2010 are as follows:
Location Type of premises Land area Tenure 20 Bukit Batok Crescent Office cum factory 14,424 60 years commencing 21 TRADE PAYABLES
Group Outside parties 7,426,986 5,816,633 5,823,763 The average credit period on purchase of goods is 90 days (2009 : 90 days; 2008 : 90 days).
22 OTHER PAYABLES
Group Company Advances from Tung Lok Restaurants (2000) Ltd Annual Report 201072
Notes to Financial Statements 22 OTHER PAYABLES (cont’d)
The advances from subsidiaries are unsecured, interest-free and repayable on demand. The advances from corporate shareholders The company is a party to certain financial guarantee contracts as it has provided financial guarantees to banks in respect of The group’s joint venture and associate, T & T Gourmet Cuisine Pte Ltd, My Humble Place in Beijing Company Ltd and Accrued expenses consist of mainly payroll expenses and utility charges.
Included in others at the group level, other than those highlighted above, are payables to non-trade creditors for other operating 23 FINANCE LEASES
Minimum lease payments Present value of minimum lease payments $ $ $ $ $ $ Amounts payable Within one year 302,184 383,920 387,790 271,222 331,702 352,162 725,928 1,110,933 734,021 652,091 984,777 650,096
Less: Future finance Less: Amount due for Annual Report 2010 Tung Lok Restaurants (2000) Ltd 73
Notes to Financial Statements 23 FINANCE LEASES (cont’d)
It is the group’s policy to lease certain of its plant and equipment under finance leases. The average lease term is 3 years. For The fair value of the group’s lease obligations approximates their carrying amount.
The group’s obligations under finance leases are secured by way of corporate guarantees issued by the company and plant and 24 LONG-TERM BANK LOANS
Group Long-term bank loans 6,731,555 3,416,965 2,472,857
The borrowings are repayable as follows:
On demand or within one year 2,173,288 2,028,855 895,621 6,731,555 3,416,965 2,472,857 Less: Amount due for settlement within 12 months The group has the following principal bank loans:
a) a loan of $303,334 (2009 : $331,334; 2008 : $359,334). The loan was raised in June 2001. Repayments commenced in Tung Lok Restaurants (2000) Ltd Annual Report 201074
Notes to Financial Statements 24 LONG-TERM BANK LOANS (cont’d)
b) a loan of $Nil (2009 : $1,104,787; 2008 : $1,151,556). The loan was raised in November 2004. Repayments commenced c) a loan of $Nil (2009 : $Nil; 2008 : $200,000). The loan was raised in March 2006. Repayments commenced in April d) a loan of $Nil (2009 : $Nil; 2008 : $182,500). The loan was raised in February 2006. Repayments commenced in e) a loan of $Nil (2009 : $10,520; 2008 : $71,496). The loan was raised in June 2007. Repayments commenced in July f) a loan of $Nil (2009 : $131,138; 2008 : $507,971). The loan was raised in August 2007. Repayments commenced in g) a loan of $245,452 (2009 : $443,376). The loan was raised in May 2008. Repayments commenced in June 2008 and h) a loan of $548,798 (2009 : $871,013). The loan was raised in October 2008. Repayments commenced in November i) a loan of $290,526 (2009 : $524,797). The loan was raised in November 2008. Repayments commenced in December j) a loan of $4,295,578. The loan was raised in May 2009. Repayments commenced in June 2009 and will continue until k) a loan of $1,047,867. The loan was raised in July 2009. Repayments commenced in August 2009 and will continue Annual Report 2010 Tung Lok Restaurants (2000) Ltd 75
Notes to Financial Statements The bank loans are secured by way of:
a) a charge over the leasehold property of a subsidiary as disclosed in Note 20 to the financial statements; and
b) a corporate guarantee issued by the company.
Management estimates the fair value of the above loans to approximate their carrying amounts.
25 DEFERRED TAX LIABILITIES
The following are the major deferred tax liabilities recognised by the group and the movement thereon during the year:
Accelerated tax $ Group At April 1, 2007 350,579 26 SHARE CAPITAL
2010 2009 2008 2010 2009 2008 Group and Company
Issued and paid up: Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and when Tung Lok Restaurants (2000) Ltd Annual Report 201076
Notes to Financial Statements 27 REVENUE
Group Sale of food and beverages 74,300,118 67,038,003 28 OTHER OPERATING INCOME
Group $ $ Interest income from: 29 OTHER OPERATING EXPENSES
Group Rental charges 10,688,187 9,458,804 Annual Report 2010 Tung Lok Restaurants (2000) Ltd 77
Notes to Financial Statements 30 FINANCE COSTS
Group $ $ 31 INCOME TAX EXPENSE
Income tax recognised in profit or loss
Group Tax expense comprises: Domestic income tax is calculated at 17% (2009 : 17%) of the estimated assessable profit (loss) for the year. Taxation for other The total charge for the year can be reconciled to the accounting profit (loss) as follows: 2010 2009 Income tax expense (benefit) calculated at 17% (2009 : 17%) 217,553 (382,891) recognised as deferred tax assets (9,608) – Tung Lok Restaurants (2000) Ltd Annual Report 201078
Notes to Financial Statements 31 INCOME TAX EXPENSE (cont’d)
As at the end of reporting period, the group has the following which are available for offsetting against future taxable income Group $ $ At beginning of year 984,254 1,125,639 Deferred tax benefit not recorded 235,220 167,323
b) Other temporary differences
At beginning of year 385,170 377,991 Deferred tax benefit not recorded 96,772 65,479
The above tax loss carryforwards and other temporary differences are subject to agreement with the Comptroller of Income Tax The above deferred tax benefits have not been recognised in the financial statements due to the unpredictability of future profit Annual Report 2010 Tung Lok Restaurants (2000) Ltd 79
Notes to Financial Statements 32 PROFIT (LOSS) FOR THE YEAR
Profit (Loss) for the year has been arrived at after charging (crediting):
Group Staff costs (including directors’ remuneration) 24,286,616 21,749,992 33 EARNINGS (LOSS) PER SHARE
Earnings (Loss) per share is based on the group’s profit for the year attributable to equity holders of $649,570 (2009 : loss Tung Lok Restaurants (2000) Ltd Annual Report 201080
Notes to Financial Statements 34 SEGMENT INFORMATION
Reportable segment
Information reported to the group’s chief operating decision maker for the purposes of resource allocation and assessment Geographical information
The group operates in Singapore and the People’s Republic of China.
The following table provides an analysis of the group’s revenue from external customers by geographical location:
Group 2010 2009 Singapore 79,946,308 70,611,498 The following is an analysis of the carrying amount of segment assets (non-current assets excluding investments in joint Group 2010 2009 Singapore 13,670,982 11,220,052 Information about major customers
The revenue is spread over a broad base of customers. Annual Report 2010 Tung Lok Restaurants (2000) Ltd 81
Notes to Financial Statements 35 CONTINGENT LIABILITIES
Group Company $ $ $ $ The management is of the opinion that the fair value of the above corporate guarantee is not material.
36 OPERATING LEASE ARRANGEMENTS
Group Minimum lease payments under operating leases 10,688,187 9,458,804
Included in the minimum lease payments is an amount of $998,304 (2009 : $733,752) which pertains to contingent rental At the end of the reporting period, the group has outstanding commitments under non-cancellable operating leases, which fall Group Within one year 9,036,954 8,530,458 Operating lease payments represent rentals payable by the group for its restaurant premises and office lease. Leases are According to the terms of the contracts entered into by certain operating subsidiaries at the end of the reporting period, Tung Lok Restaurants (2000) Ltd Annual Report 201082
Notes to Financial Statements 37 RESTATEMENTS AND COMPARATIVE FIGURES
Certain reclassifications restatements have been made to the prior year’s financial statements to enhance comparability with the As a result, certain line items have been amended in the statement of financial position, statement of comprehensive income, Certain reclassification has been made to the company’s statement of finance position due to incorrect classification in prior The effects of prior year’s adjustments on the 2008 and 2009 comparative figures are summarised as follows:
As previously Prior year’s
reported adjustments As restated
$ $ $ (i) Statement of financial position
Group March 31, 2009
Other payables (current portion) 9,401,608 698,149 10,099,757 March 31, 2008
Other payables (current portion) 10,209,964 992,428 11,202,392 Company Subsidiaries 2,507,190 (45,000) 2,462,190 March 31, 2008 Subsidiaries 2,084,565 (30,000) 2,054,565 Annual Report 2010 Tung Lok Restaurants (2000) Ltd 83
Notes to Financial Statements 37 RESTATEMENTS AND COMPARATIVE FIGURES (cont’d)
As previously Prior year’s (ii) Consolidated statement of comprehensive income
Year ended March 31, 2009
Other operating income 1,186,692 107,148 1,293,840 Loss attributable to owners of the company (2,929,543) 244,252 (2,685,291)
Loss per shares (cents) (iii) Statement of changes in equity
Group Accumulated losses (4,498,396) (584,807) (5,083,203)
Year ended March 31, 2008
Accumulated losses (1,568,853) (829,059) (2,397,912)
(iv) Consolidated statement of cash flows
Year ended March 31, 2009 Net cash from operating activities 974,649 263,070 1,237,719
Net cash used in investing activities (3,743,388) (263,070) (4,006,458) Tung Lok Restaurants (2000) Ltd Annual Report 201084
Issued and Fully Paid Capital : $10,269,503/- SIZE OF SHAREHOLDINGS SHAREHOLDERS SHAREHOLDERS NO. OF SHARES SHARE CAPITAL Shareholdings in the hands of public as at 10 june 2010
The percentage of shareholdings in the hands of the public was approximately 25.89% and hence the Company has complied with The Company did not hold any treasury shares as at 10 June 2010.
Top 20 shareholders
NO. NAME OF SHAREHOLDERS NO. OF SHARES SHARE CAPITAL TOTAL 126,457,000 90.33
Statistics of Shareholdings Annual Report 2010 Tung Lok Restaurants (2000) Ltd 85
Statistics of Shareholdings Substantial Shareholders Name of Shareholders Direct Interest % Deemed Interest % * Deemed to be interested in these shares held by Zhou Holdings Pte Ltd by virtue of Section 7 of the Companies Act, Cap 50
** Deemed to be interested in these shares held by Tee Yih Jia Food Manufacturing Pte Ltd by virtue of Section 7 of the Companies *** Deemed to be interested in the 53,200,000 shares held by Zhou Holdings Pte Ltd and 689,000 shares held by Ang Tjia Leng @ # Deemed to be interested in these shares held by Goodview Properties Pte Ltd (“Goodview”) by virtue of Section 7 of the ## Deemed to be interested in the 20,000,000 shares held by Goodview as her associate, the Estate of Ng Teng Fong, Deceased has ### Deemed to be interested in the 20,000,000 shares held by Goodview by virtue of its controlling interest in Far East, which in Tung Lok Restaurants (2000) Ltd Annual Report 201086
NOTICE IS HEREBY GIVEN THAT the 10th Annual General Meeting of TUNG LOK RESTAURANTS (2000) LTD will be held at Orchard ORDINARY BUSINESS
1. To receive the audited accounts for the financial year ended 31 March 2010 and the Reports of the Directors (Resolution 1)
2. To approve Directors’ fees of $150,000/- for the financial year ended 31 March 2010. (2009 : $150,000/-) (Resolution 2)
3. To re-elect Ms Juliette Lee Hwee Khoon as a Director, who retires in accordance with Article 91 of the (Resolution 3)
4. To pass the following Ordinary Resolutions :- (Resolution 4)
(a) “That pursuant to Section 153(6) of the Companies Act, Cap 50, Mr Ch’ng Jit Koon be and is hereby Mr Ch’ng Jit Koon will, upon re-appointment as a Director of the Company, remain as a member of (b) “That pursuant to Section 153(6) of the Companies Act, Cap 50, Dr Tan Eng Liang be and is hereby (Resolution 5)
Dr Tan Eng Liang will, upon re-appointment as a Director of the Company, remain as Chairman of 5. To re-appoint Deloitte & Touche LLP as Auditors and to authorise the Directors to fix their remuneration. (Resolution 6)
SPECIAL BUSINESS
6. To consider and, if thought fit, to pass the following as an Ordinary Resolution, with or without modifications: – (Resolution 7)
“THAT pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the SGX-ST Listing Manual, (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require at any time and upon such terms and conditions and for such purposes and to such persons as the Directors (iii) (notwithstanding that the authority conferred by this resolution may have ceased to be in force) Notice of Annual General Meeting
Annual Report 2010 Tung Lok Restaurants (2000) Ltd 87
Notice of Annual General Meeting provided THAT:
(a) the aggregate number of shares to be issued pursuant to this resolution does not exceed 100% (b) for the purpose of determining the aggregate number of shares that may be issued under paragraph (c) unless revoked or varied by the Company in general meeting, such authority shall continue in force 7. To transact any other ordinary business of an Annual General Meeting of which due notice shall have been By Order of the Board
STELLA CHAN EXPLANATORY NOTE ON SPECIAL BUSINESS TO BE TRANSACTED :
Resolution 7
Resolution 7 is to authorise the Directors of the Company to issue shares in the capital of the Company up to an amount not exceeding NOTES :
1) A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his 2) The instrument appointing a proxy must be deposited at the Company’s Registered Office, 1 Sophia Road #05-03, Peace Tung Lok Restaurants (2000) Ltd Annual Report 201088
This page has been intentionally left blank. Tung Lok Restaurants (2000) Ltd Proxy Form IMPORTANT shares, this Report is forwarded to them at the request of the CPF 2. This Proxy Form is not valid for use by CPF investors and shall be 3. CPF investors who wish to attend the Meeting as an observer must I/We, (Name)
of (Address) being a member/
members of Tung Lok Restaurants (2000) Ltd (the “Company”), hereby appoint
Name NRIC/Passport No. Proportion of Shareholdings Address
and/or (delete as appropriate)
Name NRIC/Passport No. Proportion of Shareholdings as my/our proxy/proxies to vote for me/us and on my/our behalf and, if necessary, to demand a poll, at the 10th Annual General (Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions to be Resolution No. For Against Dated this day of 2010
Total number of shares in No. of Shares
(a) CDP Register
Signature(s) of Member(s)/Common Seal (b) Register of Members
IMPORTANT: Please read notes overleaf Notes:-
1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register 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 3. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his 4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1 Sophia Road #05-03, 5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. 6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to GENERAL:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or Tu 0
A
n 298 Tiong Bahru Road #14-01/04, Central Plaza, Singapore 168730 Annual Report 2010
conduct a strategic analysis and strategy evaluation, and write a report on a TUNGLOK group business. Please note that this report will focus on business-level strategy. 1. Describe selected. This information should be may include ownership, history, size, business scope, major products/services, and major markets of the firm (or SBU) selected. About 200words 2. Conduct a macro-environment analysis for the entire industry within which the firm (or SBU) operates. You should use the analytical framework provided in the textbook (exploring strategy text and cases 9th edition Gerry jonhson, ridhard Whittington, kevan schools). Foci will be placed on the understanding of the purpose of this analysis, the identification of key factors and their implications
in terms of key opportunities and threats, and the discussion of their overall impact on the industry growth in the future. Draw your conclusion based on your macro-environment analysis. 3. Undertake an industry (competitive) analysis using Porter’s 5-forces model. You are required to pay attention to the purpose of this analysis, the inter-connectedness of different aspects of the competitive forces, the links between the competitive forces and macro-environment, and their overall impact on the industry and the organization selected in terms of main driving forces in the competitive environment. Draw your conclusions based on your five-force analyses.
below in bands of S$250,000. The names of the executives are not disclosed to maintain the
confidentiality of the remuneration packages of these key executives.
details of employees who are
immediate family members
of a director or the CEO, and
whose remuneration exceed
S$150,000 during the year
(substantial shareholder) and sister of Tjioe Ka Men (Executive Chairman) and Tjioe Ka In (Executive
Director). Her remuneration is less than S$150,000 during FY 2013.
share scheme
Principle 10: Accountability
to provide balanced and
understandable assessment
of company’s performance,
position and prospects
information and to ensure full disclosure of material information to shareholders in compliance with
statutory requirements and the Rules of Catalist.
are released to shareholders within 45 days of the end of the period. Annual results are released
within 60 days of the financial year-end. In our financial result announcements to shareholders,
the Board aims to provide shareholders with a balanced and understandable assessment of the
Group’s performance, position and prospects. Price sensitive information will be publicly released
either before the Company meets with any group of investors or analysts or simultaneously with
such meetings.
provide Board with
management accounts on a
monthly basis
conducted involving the senior management and the business units heads. Additional or ad-hoc
meetings are conducted, when required.
the Group.
and duties.
least three directors, all non-
executive, and the majority
of whom including the
Chairman, are independent
independent. The members of the ARC are:-
– Dr Ker Sin Tze
– Mr Ch’ng Jit Koon
– Mr Wee Kheng Jin
– Mr Goi Seng Hui
members are appropriately
qualified to discharge their
responsibilities
the ARC as two members of the ARC, including the Chairman, have accounting or related financial
management expertise or experience. Please refer to the profile in the Board of Directors Section of
the Annual Report.
authority to investigate and
have full access and co-
operation by management,
and reasonable resources to
discharge its functions
has unrestricted access to information relating to the Group, to both internal & external auditors
and has full discretion to invite any director or executive officer to attend its meetings. The ARC
has expressed power to commission investigations into any matter, which has or is likely to have
material impact on the Group’s operating results and/or financial position. The ARC has adequate
resources to enable it to discharge its responsibilities properly.
11.4 Duties of ARC The ARC is regulated by its terms of reference and meets at least three times a year and as warranted
(2) review with the internal and external auditors the audit plan and their evaluation of the
(3) review with the external auditors the scope and results of the audit and its cost effectiveness;
(4) review the co-operation given by management to the external auditors;
(5) review and discuss with the external auditors any suspected fraud or irregularity, or suspected
on the Company or the Group’s results or financial position and management’s responses;
before submission to the Board for approval;
(8) make recommendations to the Board on the appointment and removal of the external
(9) review interested person transactions, if any, and potential conflict of interests;
(10) review the adequacy of the Group’s material internal controls (compliance, financial and
Group’s internal audit function;
possible improprieties in matters of financial reporting or other matters, so as to ensure
that arrangements are in place for the independent investigation of such matters and for
appropriate follow up action;
risks of the Group and the effectiveness of internal compliance and control systems and
procedures to manage risk;
(14) consider and reporting to the Board on any material changes to the risk profile of the Group.
and external auditors, without
presence of management, at
least annually
for the purpose of facilitating discussion of the responses by management on audit matters. The ARC
has reviewed the findings of the auditors and the assistance given to the auditors by management.
independence of external
auditors annually
independence.
during FY 2013 and is satisfied with the independence and objectivity of the external auditors.
S$236,000/-. There was no non-audit fee paid to the external auditors.
& Touche LLP as the Company’s external auditors for the next financial year ending 31 March 2014.
The Group has complied with Rules 712 and 715 of the Rules of Catalist in relation to the auditors.
arrangements for staff to raise
concerns about possible
improprieties to ARC
confidence, concerns about possible improprieties. Such a policy serves to encourage and provide
a channel for staff to report in good faith and without fear of reprisals, concerns about possible
improprieties in financial reporting or other matters to the Chairman of ARC, Executive Chairman or
the Head of Human Resource.
the ARC’s activities in the
company’s annual report
Group before submitting them to the Board for its approval and announcement of the financial results.
The ARC also reviewed and monitored the Group’s financial condition, internal and external audits,
exposure to risks and the effectiveness of the Group’s system of accounting and internal controls.
discusses accounting implications of major transactions including significant financial reporting issues.
financial statements are fairly presented in conformity with the relevant Singapore Financial Reporting
Standards in all material aspects.
Principle 12: Risk Management and Internal Controls
investments and the company’s assets. The terms of reference of the ARC were revised to include risk management; it was approved
and adopted by the ARC and the Board on 12 November 2012.
adequacy of internal
financial controls,
operational and
compliance controls and
risk management policies
and systems established
by management at least
annually
ensuring proper accounting records and reliable financial information, as well as management of
business risks with a view to safeguard shareholders’ investments and the Company’s assets. The risk
management framework provides for systematic and structured review as well as reporting on the
assessment of the degree of risk, evaluation and effectiveness of controls in place to mitigate them.
Management and changed the name of “Audit Committee” (“AC”) to “Audit and Risk Committee”
(“ARC”). In line with the change, the AC’s Terms of Reference have been revised and renamed “Audit
and Risk Committee – Terms of Reference”, which incorporate both terms for Audit Committee
functions and Risk Management functions.
of the Group. The process of risk management is undertaken by the Executive Chairman and senior
management under the purview of the ARC and the Board.
& Young Advisory Pte Ltd (“Ernst & Young”), has formalised a structured Enterprise Risk Management
(“ERM”) Framework to facilitate the Board in identifying and assessing key operational, financial
and compliance risks (including information technology) with reference to the business goals,
strategies and critical success factors of the Group. Under the ERM Framework, which is developed
with reference to the ISO 31000:2009 Risk Management – Principles and Guidelines, Committee
of Sponsoring Organisations of the Treadway Commission (COSO) Model and Risk Governance
Guidance for Listed Board 2012, management of all levels are expected to constantly review
the business operations and the environment that we operate in to identify risk areas and ensure
mitigating measures are promptly developed to mitigate these risks. The ERM Framework outlines the
Group’s approach to managing enterprise-wide risks and sets out a systematic process for identifying,
evaluating, monitoring, managing and reporting risks faced by the Group.
and carried out discussions with the Board, ARC as well as senior management of the Group on
the results of the risk assessment sessions. In the process, the Board has determined the Group’s
levels of risk tolerance and risk policies, and provides oversight of Management in the design,
implementation and monitoring of the ERM system and process.
significant business risks as well as appropriate measures to control and mitigate these risks within
the Group’s policies, strategy as well as risk appetite. Management is accountable to the ARC for
ensuring the effectiveness of risk management and adherence to risk appetite limits. On a day-to-
day basis, business units have primary responsibility for risk management. The various business
units provide senior management with a timely assessment of key risk exposures and the associated
management responses. These units also recommend risk appetite and control limits.
monitoring tools and processes of the Group which includes monitoring of risk score changes,
on-going assessment of risk treatment action plans and quarterly ERM reporting to the ARC.
Management reviews all significant control policies and procedures and highlights all significant
matters to the ARC and the Board.
Annual Report.
The Group has an in-house internal audit function. During the financial year, the Company has
also appointed one of the big 4 Certified Public Accounting firm to carry out an independent
internal audit review on the Group’s key operational processes in Singapore. The Company’s external
auditors, Deloitte & Touche LLP, have also in the course of their annual audit carried out a review of
the effectiveness of the Group’s material internal controls over financial reporting as laid out in their
audit plans. Any material non-compliance and internal control weakness noted during the audits
and auditors’ recommendations are reported to the ARC. The Company’s in-house internal auditor
follows up on the recommendations so as to strengthen the Group’s internal controls and practices.
information technology internal controls implemented to manage the identified risks based on the
results of the ERM process executed.
on the adequacy of the
internal controls, including
financial, operational and
compliance controls, and
risk management systems in
the company’s annual report
also taken appropriate and timely countermeasures to remedy the internal control weaknesses identified
and sought ways to continuously enhance the Group’s internal control systems.
in place by management and the Board, the Board with the concurrence of the ARC, is of the view that
the Group’s internal controls, addressing financial, operational, compliance and information technology
risks are adequate. While acknowledging their responsibility for the system of internal controls, the Board
is aware that such a system is designed to manage, rather than eliminate all risks, and therefore cannot
provide an absolute assurance in this regard, or absolute assurance against the occurrence of material
errors, losses, poor judgement in decision making, human errors, fraud or other irregularities.
that the financial records have been properly maintained and the financial statements give a true and
fair view of the Group’s operations and finances; and regarding the effectiveness of the company’s risk
management and internal control systems.
function to report to ARC
Chairman, and to CEO
administratively; IA meet
standards set by national or
internationally recognised
professional bodies; ARC
to ensure IA function is
adequately resourced
and also to the Chief Financial Officer on administrative matters.
for independent review on internal controls and practices. The engagement of the auditing firm is
subjected to ARC approval.
ensures that the internal audit function is adequately resourced and has appropriate standing within
the Company to perform its function.
adequacy of internal audit
function
keeping of proper accounting records, integrity and reliability of financial information, and physical
safeguard of assets.
exercise, in consultation with, but independent of management. The internal audit plan is submitted
to the ARC for approval prior to the commencement of the internal audit.
appropriate and timely measures are taken by the Management to implement improvements required
on internal control weaknesses identified.
or where it is not satisfied with the systems of internal control.
internal audit function is adequately resourced and has appropriate standing within the Group.
Principle 14: Communication with Shareholders
regularly convey pertinent
information; information
should be disclosed on
timely basis
that affect the Group in accordance with the SGX-ST’s Listing Manual. Price sensitive information is
publicly released via SGXNET.
• half-year and full-year financial statements containing a summary of the financial information
• public announcements via SGXNET;
• press releases on major developments;
• Company’s corporate website at www.tunglok.com at which shareholders can access
• notices of shareholders’ meetings advertised in a newspaper in Singapore.
their views on various matters affecting the company.
should be allowed to vote
in person or in absentia;
presence of ARC, NC, RC
chairpersons and auditors at
AGMs
(including the Chairman of the respective Board Committees), Management, as well as the external
auditors are invited to attend the Company’s AGM to address any questions that shareholders may
have.
and to stay appraised of the Group’s strategy and goals.
proxies to attend and vote in place of the member.
general meetings on each
substantially separate issue
appropriate, by an explanation for the proposed resolution. Separate resolutions are proposed for
each separate issue at the meeting.
encouraged to amend Articles
to avoid imposing limit on
the number of proxies for
nominee companies
nominee companies, there is a limit for the number of proxies for all shareholders to two.
encouraged to prepare
minutes/notes on discussions
and make them available
upon request
meetings are available to shareholders upon their requests.
dealing in the Company’s securities. All Directors and officers of the Group are not allowed to deal
in the Company’s shares during the period commencing one month before the announcement of the
Company’s half-year and full year results and ending on the date of the announcement of the results.
at all times and are prohibited from dealing with the Company’s shares whilst in possession of
unpublished price-sensitive information of the Group. They are also discouraged from dealing in the
Company’s shares on short-term considerations.
Material Contracts
of directors or controlling shareholders subsisted at the end of the financial year or have been
entered into since the end of the previous financial year except for three subsidiaries that have
entered into rental contracts with one of its controlling shareholder as announced by the Company
on 5 September 2012 and 25 October 2012.
has established procedures for review and approval of the interested person transactions entered
into by the Group. The ARC has reviewed the rationale and terms of the Group’s interested person
transactions and is of the view that the interested person transactions are on normal commercial
terms and not prejudicial to the interests of the Company and minority shareholders.
persons transactions during the
period under review (excluding
and transactions conducted under
shareholders’ mandate pursuant
person transactions conducted
under shareholders’ mandate
transactions less than S$100,000)
Tee Yih Jia Food Manufacturing Pte Ltd
Chinatown Food Corporation Pte Ltd
from Tee Yih Jia Food Manufacturing Pte Ltd
Tee Yih Jia Food Manufacturing Pte Ltd
Food Corporation Pte Ltd
T & T Gourmet Cuisine Pte Ltd
T & T Gourmet Cuisine Pte Ltd
907.
of certain commercial units owned by related companies of our controlling shareholder, Goodview Properties Pte.Ltd. Please refer to our
announcements dated 5 September 2012 and 25 October 2012.
the financial year is SAC Capital Private Limited (“Sponsor”) which replaced KW Capital Pte. Ltd with effect from 1 May 2012.
There is no non-sponsor fee paid to the Sponsor.
financial position and statement of changes in equity of the company for the financial year ended March 31, 2013.
Tjioe Ka In
Tan Eng Liang (Dr)
Ker Sin Tze (Dr)
Ch’ng Jit Koon
Goi Seng Hui
Wee Kheng Jin
BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES
object is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debentures in
the company or any other body corporate.
debentures of the company and related corporations as recorded in the register of directors’ shareholdings kept by the
company under Section 164 of the Singapore Companies Act except as follows:
in name of director
deemed to have an interest
in the company and all the related corporations of the company.
to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the company or
a related corporation with the director or with a firm of which he is a member, or with a company in which he has a
substantial financial interest except for salaries, bonuses and other benefits as disclosed in the financial statements. Certain
directors received remuneration from related corporation in their capacity as directors and/or executives of those related
corporation.
granted.
the exercise of an option to take up unissued shares.
under option.
directors other than Wee Kheng Jin and Goi Seng Hui.
Ker Sin Tze (Dr)
Ch’ng Jit Koon
Goi Seng Hui
Wee Kheng Jin
following, where relevant, with the executive directors and external and internal auditors of the company:
accounting controls;
submission to the Board of Directors of the company and external auditors’ report on those financial statements;
of the company and the group;
resources required for it to discharge its functions properly. It also has full discretion to invite any director and executive
officer to attend its meetings. The external and internal auditors have unrestricted access to the Audit and Risk Committee.
appointment as external auditors of the group at the forthcoming AGM of the company.
Tjioe Ka Men
Tjioe Ka In
June 27, 2013
statement of changes in equity of the company as set out on pages 29 to 83 are drawn up so as to give a true and fair view of the
state of affairs of the group and of the company as at March 31, 2013, and of the results, changes in equity and cash flows of the
group and changes in equity of the company for the financial year then ended and at the date of this statement, with the continued
financial support by its major shareholders, there are reasonable grounds to believe that the company will be able to pay its debts
when they fall due.
………………………..……………….
Tjioe Ka Men
………………………..……………….
Tjioe Ka In
June 27, 2013
which comprise the statements of financial position of the group and the company as at March 31, 2013, and the statement of
comprehensive income, statement of changes in equity and statement of cash flows of the group and the statement of changes in
equity of the company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as
set out on pages 29 to 83.
the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards and for devising and
maintaining a system of internal accounting controls sufficient to provide reasonable assurance that assets are safeguarded against
loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to
permit the preparation of true and fair balance sheets and profit and loss accounts and to maintain accountability of assets.
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.
The procedures selected depend on the auditor’s judgement, 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 the internal control
relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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 March 31, 2013 and of the
results, changes in equity and cash flows of the group and changes in equity of the company for the year ended on that date.
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
Public Accountants and
Certified Public Accountants
June 27, 2013
to the Members of Tung Lok Restaurants (2000) Ltd
March 31, 2013
Note 2013 2012 2013 2012
Cash and bank balances 6
Other receivables and prepayments 8 1,323,531 658,191 953,431 25,444
Inventories 9 2,184,891 2,210,846 – –
Total current assets 15,003,137 15,768,619 961,433 79,947
Trade receivables – non-current 7 37,219 65,673 – –
Other receivables – non-current 8 265,328 923,604 – –
Long-term security deposits 10 1,800,701 1,679,670 – –
Subsidiaries 11 – – 7,857,652 7,316,447
Joint venture 12 – – – –
Associates 13 527,091 558,322 – –
Available-for-sale investments 14 – – – –
Other intangible asset 15 – – – –
Goodwill 16 – – – –
Property, plant and equipment 17 17,773,355 14,871,753 – –
Total non-current assets 20,403,694 18,099,022 7,857,652 7,316,447
Trade payables 18 6,144,550 5,301,813 – –
Other payables 19 12,741,966 10,900,023 7,029,616 6,143,688
Current portion of finance leases 20 131,758 115,848 – –
Bank loans – current portion 21 5,142,738 2,535,326 – –
Income tax payable 140,528 137,070 – –
Total current liabilities 24,301,540 18,990,080 7,029,616 6,143,688
Other payables – non-current 19 2,412,241 1,687,643 – –
Finance leases 20 142,919 143,616 – –
Bank loans – non-current 21 4,027,226 4,390,227 – –
Deferred tax liabilities 22 86,288 696,646 – –
Total non-current liabilities 6,668,674 6,918,132 – –
Share capital 23 10,269,503 10,269,503 10,269,503 10,269,503
Currency translation reserve (53,197) (59,417) – –
Accumulated losses (6,037,156) (2,868,084) (8,480,034) (9,016,797)
Equity attributable to owners of the company 4,179,150 7,342,002 1,789,469 1,252,706
Non-controlling interests 257,467 617,427 – –
Net equity 4,436,617 7,959,429 1,789,469 1,252,706
Year ended March 31, 2013
Exchange differences on translation of foreign operations representing
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$ $
Loss before tax (4,325,197) (2,147,693)
Year ended March 31, 2013
Year ended March 31, 2013
$ $
Interest received 3,696 8,615
Dividends paid – (700,000)
$7,719,127) of which $711,914 (2012: $127,080) relates to provision for reinstatement costs of premises, $151,800 (2012:
$29,425) was acquired under finance lease arrangements and $952,022 (2012: $767,255) remains unpaid at the end of the
reporting period. Cash payments of $5,214,976 (2012: $7,926,060) were made to purchase property, plant and equipment.
Year ended March 31, 2013
group obtained control over the entity. The group’s equity interest in PT Ming remains unchanged at 49%.
$
approximately $94,000 and $153,000 respectively.
subsidiaries of which $380,000 (2012: $Nil) remains unpaid at the end of the reporting period.
March 31, 2013
business at 26 Tai Seng Street, #02-01, Singapore 534057 and its registered office at 1 Sophia Road, #05-03 Peace Centre,
Singapore 228149. The financial statements are expressed in Singapore dollars.
$3,221,461) and $6,068,183 (2012: $6,063,741) respectively; the group net asset value is $4,436,617 (2012: $7,959,429)
as of that date; and the group incurred losses of approximately $3.6 million (2012: $2.3 million) during the financial year.
Notwithstanding these conditions, on account of its unutilised credit facilities given by banks, financial support by its
major shareholders and capital fund raising exercise, the directors do not believe that there are any material uncertainties
surrounding the ability of the group to operate on a going concern basis, as further discussed below:
operations, unutilised credit facilities given by banks, and the continual financial support by the major shareholders
including Zhou Holdings Pte Ltd; and
capital position and cash inflow from their operating and financing activities. Subsequent to the end of financial
year, the directors have authorised and kick started plans to raise funds from various sources, such as increase in its
bank credit facilities and the proposed rights issue of shares. Unutilised bank credit facilities as at the date of the
financial statements amounted to approximately $3.9 million (2012: $1.9 million) which include a net additional
loan facilities of approximately $2.8 million granted by 2 banks to the group subsequent to the end of the financial
year. In addition, the major shareholders have extended loans facilities to the group to provide for bridge financing
before the funds from other sources have been raised.
banks’ unutilised credit lines, financial support and bridging loans facilities by its major shareholders, and additional funds
in the process of being raised from other sources including the proposed rights issue of shares, the group and company will
be able to meet their obligations as and when they fall due.
equity of the company for the year ended March 31, 2013 were authorised for issue by the Board of Directors on June 27,
2013.
March 31, 2013
except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore
Companies Act and Singapore Financial Reporting Standards (“FRS”).
all the new and revised FRSs and Interpretations of FRS (“INT FRS”) that are relevant to their operations and effective for
the group’s and company’s annual reporting periods beginning on or after April 1, 2012. The adoption of these new/revised
FRSs and INT FRSs does not result in changes to the group’s and company’s accounting policies and has no material effect
on the amounts reported for the current or prior years, including the following:
requirements for transactions involving transfer of financial assets. These amendments are intended to provide greater
transparency around risk exposures when a financial asset is transferred but the transferor retains some level of continuing
exposure in the asset. The amendments also require disclosures where transfers of financial assets are not evenly distributed
throughout the period.
relevant to the group and company were issued but not effective:
Other Comprehensive Income
FRS 28 (Revised) Investments in Associates and Joint Ventures
FRS 110 Consolidated Financial Statements
FRS 111 Joint Arrangements
FRS 112 Disclosure of Interests in Other Entities
Comprehensive Income (“OCI”)
groupings, OCI items that might be recycled i.e., reclassified to profit or loss (eg. those arising from cash flow hedging,
foreign currency translation) and those items that would not be recycled (eg. revaluation gains on property, plant and
equipment under the revaluation model). The tax effects recognised for the OCI items would also be captured in the
respective grouping, although there is a choice to present OCI items before tax or net of tax.
with full retrospective application.
March 31, 2013
Consolidation – Special Purpose Entities.
in the consolidated financial statements. It also provides more extensive application guidance on assessing control based
on voting rights or other contractual rights. Under FRS 110, control assessment will be based on whether an investor has
(i) power over the investee; (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the
ability to use its power over the investee to affect the amount of the returns. FRS 27 remains as a standard applicable only
to separate financial statements.
transitional provisions.
Contributions by Venturers.
obligations under the arrangement. The existence of a separate legal vehicle is no longer the key factor. A joint operation is
a joint arrangement whereby the parties that have joint control have rights to the assets and obligations for the liabilities. A
joint venture is a joint arrangement whereby the parties that have joint control have rights to the net assets.
account for a joint venture. The option to use proportionate consolidation method has been removed. For joint operations,
the group directly recognises its rights to the assets, liabilities, revenues and expenses of the investee in accordance with
applicable FRSs.
transitional provisions.
depending on the rights and obligations of the parties to the joint arrangement. For arrangements that are joint ventures, the
group will have to adopt equity accounting.
in subsidiaries, associates, joint arrangements and unconsolidated structured entities.
extent of additional disclosures needed.
March 31, 2013
FRS 113 Fair Value Measurement
value measurement and related disclosures in other Standards, with the exception of measurement dealt with under FRS
102 Share-based Payment, FRS 17 Leases, net realisable value in FRS 2 Inventories and value-in-use in FRS 36 Impairment
of Assets.
liabilities, and an entity’s own equity instruments within its scope, but does not change the requirements in other Standards
regarding which items should be measured or disclosed at fair value.
quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial
instruments only under FRS 107 Financial Instruments: Disclosures will be extended by FRS 113 to cover all assets and
liabilities within its scope.
is not required for periods before initial application.
Financial Assets and Financial Liabilities
amendments clarify the meaning of ‘currently has a legal enforceable right of set-off’ and ‘simultaneous realisation and
settlement’.
as collateral posting requirements) for financial instruments under an enforceable master netting agreement or similar
arrangement.
within those annual periods. The disclosures should be provided retrospectively for all comparative periods. However, the
amendments to FRS 32 are effective for annual periods beginning on or after January 1, 2014, with retrospective application
required.
periods beginning on or after January 1, 2013. The amendments include:
March 31, 2013
property, plant and equipment when they meet the definition of property, plant and equipment in FRS 16 and as inventory if
otherwise.
costs of an equity transaction should be accounted for in accordance with FRS 12 Income Taxes.
periods and believe that they will not have a material impact on the financial statements of the group and of the company
in the period of their initial adoption.
and entities controlled by the company (its subsidiaries). Control is achieved where the company has the power to govern
the financial and operating policies of an entity so as to obtain benefits from its activities.
comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.
line with those used by the group.
controlling shareholders which are present ownership interests and which entitle their holders to a proportionate share of
the entity’s net assets in the event of liquidation may be initially measured (at date of original business combination) either
at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets.
The choice of measurement basis is made on an acquisition-by-acquisition basis. Other types of non-controlling interests
are measured at fair value or, when applicable, on the basis specified in another FRS. Subsequent to acquisition, the
carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling
interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even
if this results in the non-controlling interests having a deficit balance.
the acquiree’s identifiable net assets.
The carrying amounts of the group’s interests and the non-controlling interests are adjusted to reflect the changes in their
relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and
the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the company.
March 31, 2013
aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous
carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e.
reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the
relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date
when control is lost is regarded as the fair value on initial recognition for subsequent accounting under FRS 39 Financial
Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an
associate or jointly controlled entity.
impairment in net recoverable value that has been recognised in profit or loss.
The consideration for each acquisition is measured at acquisition date, the aggregate of the fair values of assets given,
liabilities incurred by the group to the former owners of the acquiree, and equity interests issued by the group in exchange
for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
consideration arrangement, measured at its acquisition-date at fair value. Subsequent changes in such fair values are
adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent
accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period
adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity
is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent
consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with FRS
39 Financial Instruments: Recognition and Measurement, or FRS 37 Provisions, Contingent Liabilities and Contingent Assets,
as appropriate, with the corresponding gain or loss being recognised in profit or loss.
remeasured to fair value at the acquisition date (i.e. the date the group attains control) and the resulting gain or loss, if
any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have
previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be
appropriate if that interests were disposed of.
are recognised at their fair value at the acquisition date, except that:
measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Benefits respectively;
acquiree’s share-based payment awards transactions with share-based payment awards transactions of the acquirer in
accordance with the method in FRS 102 Share-based Payment at the acquisition date; and
for Sale and Discontinued Operations are measured in accordance with that Standard.
March 31, 2013
combination occurs, the group reports provisional amounts for the items for which the accounting is incomplete. Those
provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are
recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if
known, would have affected the amounts recognised as of that date.
facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year from acquisition
date.
of financial position when the group and company become a party to the contractual provisions of the instrument.
interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or
where appropriate, a shorter period. Interest income and expense are recognised on an effective interest basis for debt
instruments.
contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are
initially measured at fair value plus transaction costs.
value.
market are classified as “loans and receivables”. Loans and receivables are measured at amortised cost using the effective
interest method less impairment. Interest is recognised by applying the effective interest rate method, except for short-term
receivables when the recognition of interest would be immaterial.
March 31, 2013
value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value are recognised
in other comprehensive income with the exception of impairment losses, interest calculated using the effective interest
method and foreign exchange gains and losses on monetary assets which are recognised directly in profit or loss. Where
the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in other
comprehensive income and accumulated in revaluation reserve is reclassified to profit or loss. Dividends on available-for-
sale equity instruments are recognised in profit or loss when the group’s right to receive payments is established.
where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the
financial asset, the estimated future cash flows of the investment have been impacted.
is considered to be objective evidence of impairment.
are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio
of receivables could include the group’s past experience of collecting payments, an increase in the number of delayed
payments in the portfolio past the average credit period of 30 days, as well as observable changes in economic conditions
that correlate with default on receivables.
amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying
amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade
receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is
uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are
credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit
or loss.
in other comprehensive income are reclassified to profit or loss. With the exception of available-for-sale equity instruments,
if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an
event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through
profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed
what the amortised cost would have been had the impairment not been recognised.
March 31, 2013
through profit or loss. Any subsequent increase in fair value after an impairment loss is recognised in other comprehensive
income.
transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If
the group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the
transferred asset, the group recognises its retained interest in the asset and an associated liability for amounts it may have
to pay. If the group retains substantially all the risks and rewards of ownership of a transferred financial asset, the group
continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
arrangements entered into and the definitions of a financial liability and an equity instrument.
liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis. Interest-
bearing bank loans are initially measured at fair value, and are subsequently measured at amortised cost, using the effective
interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of
borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing
costs.
amount of obligation under the contract recognised as a provision in accordance with FRS 37 Provisions, Contingent
Liabilities and Contingent Assets and the amount initially recognised less cumulative amortisation in accordance with FRS
18 Revenue.
expire.
rewards of ownership to the lessee. All other leases are classified as operating leases.
March 31, 2013
if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the
statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges
and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.
Finance charges are charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case
they are capitalised in accordance with the group’s general policy on borrowing costs (see below). Contingent rentals are
recognised as expenses in the periods in which they are incurred.
lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased
asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which
they are incurred.
aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another
systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Cost comprises all costs of purchase and those overheads that have been incurred in bringing the inventories to their present
location and condition. Cost is calculated using the first-in-first-out method. Net realisable value represents the estimated
selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
undertake an economic activity that is subject to joint control, that is when the strategic financial and operating policy
decisions relating to the activities require the unanimous consent of the parties sharing control.
equity method of accounting. Under the equity method, investments in joint ventures are carried in the consolidated
statement of financial position at cost as adjusted for post-acquisition changes in the group’s share of the net assets of
the joint ventures, less any impairment in the value of individual investments. Losses of a joint venture in excess of the
group’s interest in that joint venture (which includes any long-term interests that, in substance, form part of the group’s net
investment in the joint venture) are not recognised, unless the group has incurred legal or constructive obligations or made
payments on behalf of the joint venture.
contingent liabilities of the joint venture recognised at the date of acquisition is recognised as goodwill. The goodwill
is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any
excess of the group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of
acquisition, after reassessment, is recognised immediately in profit or loss.
group’s interest in the joint venture.
an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions
of the investee but is not control or joint control over those policies.
March 31, 2013
accumulated impairment losses. Intangible assets with finite useful lives are amortised on a straight-line basis over their
estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each annual reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with
indefinite useful lives are not amortised. Each period, the useful lives of such assets are reviewed to determine whether
events and circumstances continue to support an indefinite useful life assessment for the asset. Such assets are tested for
impairment in accordance with the policy below.
acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-
controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity
over net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s
previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain
purchase gain.
is allocated to each of the group’s cash-generating units expected to benefit from the synergies of the combination. Cash-
generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is
an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying
amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment
loss recognised for goodwill is not reversed in a subsequent period.
disposal.
Ventures” and “Associates” below.
any accumulated impairment losses.
on the following bases:
Kitchen equipment – 20%
Leasehold property – 2% (over the lease period of 50 years)
Motor vehicles – 20%
effect of any changes in estimate accounted for on a prospective basis.
March 31, 2013
there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated
over the shorter of the lease term and its useful life.
difference between the sales proceeds and the carrying amounts of the asset and is recognised in profit or loss.
period, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate
the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to
which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also
allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units
for which a reasonable and consistent allocation basis can be identified.
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset, for which the estimates of future cash flows have not been
adjusted.
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised
immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation decrease.
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.
A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
accounting, except when the investment is classified as held for sale, in which case it is accounted for under FRS 105 Non-
current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried
in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the group’s share of
the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess
of the group’s interest in that associate (which includes any long-term interests that, in substance, form part of the group’s
net investment in the associate) are not recognised, unless the group has incurred legal or constructive obligations or made
payments on behalf of the associate.
and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill
is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any
excess of the group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of
acquisition, after reassessment, is recognised immediately in profit or loss.
March 31, 2013
interest in the relevant associate.
past event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation.
end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision
is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those
cash flows.
the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.
period at the group’s restaurants. Revenue is recognised when the loyalty points are redeemed.
comply with the conditions attaching to them and the grants will be received. Government grants whose primary condition
is that the group should purchase, construct or otherwise acquire non-current assets are recognised as deferred income in
the statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of
the related assets.
are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or
losses already incurred or for the purpose of giving immediate financial support to the group with no future related costs are
recognised in profit or loss in the period in which they become receivable.
represents amounts receivable for goods and services provided in the normal course of business, net of discounts and sales
related taxes.
when the food and beverages are delivered;
March 31, 2013
agreement.
interest rate applicable.
assets, which necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost
of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned
on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
employees have rendered the services entitling them to the contributions. Payments made to state-managed retirement
benefit schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans
where the group’s obligations under the plans are equivalent to those arising in a defined contribution retirement benefit
plan.
A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end
of the reporting period.
of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years
and it further excludes items that are not taxable or tax deductible. The group’s liability for current tax is calculated using
tax rate (and tax laws) that have been enacted or substantively enacted in countries where the company and subsidiaries
operate by the end of the reporting period.
March 31, 2013
statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference
arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only recognised to the extent that it is probable
that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are
expected to reverse in the foreseeable future.
is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting
period. The measurement of deferred tax liabilities and assets reflects the tax consequence that would follow from manner
in which company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and
liabilities.
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to
settle its current tax assets and liabilities on a net basis.
credited or debited outside profit or loss (either in other comprehensive income or directly to equity), in which case the tax
is also recognised outside profit or loss (either in other comprehensive income or directly in equity, respectively) or where
they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is
taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the
acquiree’s identifiable assets, liabilities and contingent liabilities over cost.
measured and presented in the currency of the primary economic environment in which the entity operates (its functional
currency). The consolidated financial statements of the group and the statement of financial position of the company are
presented in Singapore dollars, which is the functional currency of the company, and the presentation currency for the
consolidated financial statements.
currency are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each reporting period,
monetary items denominated in foreign currencies are retranslated at the rates prevailing on the end of the reporting period.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing
on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a
foreign currency are not retranslated.
March 31, 2013
profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are
included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect
of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange
component of that gain or loss is also recognised in other comprehensive income.
(including comparatives) are expressed in Singapore dollars using exchange rates prevailing on the end of the reporting
period. Income and expense items (including comparatives) are translated at the average exchange rates for the period,
unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the
transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated
in a separate component of equity. On the disposal of a foreign operation, the cumulative amount of the exchange
differences relating to that foreign operation accumulated in a separate component of equity, shall be reclassified from
equity to profit or loss (as a reclassification adjustment) when the gain or loss on disposal is recognised.
monetary items that, in substance, form part of the net investment in foreign entities) are recognised in other comprehensive
income and accumulated in a separate component of equity (attributed to non-controlling interest, as appropriate).
the foreign operation and translated at the closing rate.
allocation and assessment of segment performance is specifically focused on the restaurant business which forms the basis
of identifying the operating segments of the group under FRS 108 Operating Segments. The aggregated restaurant business is
therefore the group’s reportable segment.
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
significant effect on the amounts recognised in the financial statements.
March 31, 2013
period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
of the value in use of these subsidiaries, joint ventures and associates. The value in use calculation requires the
management to estimate the future cash flows expected from the cash-generating unit and an appropriate discount
rate in order to calculate the present value of the future cash flows. Management has evaluated the recoverable
amount of those investments based on such estimates and is confident that the allowance for impairment, where
necessary, is adequate. The carrying amounts of these investments at the end of the reporting period are stated in
Notes 11, 12 and 13 to the financial statements.
in use calculation requires the management to estimate future cash flows and a suitable discount rate in order to
calculate the present value of the cash flows. The carrying amount of property, plant and equipment at the end of the
reporting period is $17,773,355 (2012: $14,871,753) after an impairment loss of $235,217 (2012: $1,265,624) was
recognised during the financial year as set out in Note 17 to the financial statements.
2013 2012 2013 2012
March 31, 2013
2013 2012 2013 2012
ii) Financial liabilities
strategies and its risk management philosophy. The group’s overall financial risk management programme seeks to
minimise potential adverse effects of financial performance of the group. Management provides written principles for
overall financial risk management and written policies covering specific areas, such as market risk (including interest
rate risk and foreign exchange risk), credit risk, liquidity risk, cash flow interest rate risk and investing excess cash.
measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.
of China, giving rise to some exposures to market risk from changes in foreign exchange rates primarily with
respect to Indonesia Rupiah and Renminbi. The group relies on the natural hedges between such transactions.
and Renminbi.
investments. The group’s monetary assets and monetary liabilities are denominated in the respective group
entities’ functional currencies, except as indicated in the notes to the financial statements.
and thus foreign currency risk sensitivity analysis has not been disclosed.
March 31, 2013
The interest rates are determined at the respective banks’ prime rate plus an applicable margin. The group
currently does not use any derivative financial instruments to manage its exposure to changes in interest rates.
at the end of the reporting period and the stipulated change taking place at the beginning of the financial
year and held constant throughout the reporting period in the case of instruments that have floating rates. A
50 basis point increase or decrease is used when reporting interest rate risk internally to key management
personnel and represents management’s assessment of the possible change in interest rates.
group’s loss for the year ended March 31, 2013 would increase/decrease by approximately $45,900 (2012:
loss for the year ended March 31, 2012 would increase/decrease by $34,600) respectively. This is mainly
attributable to the group’s exposure to interest rates on its variable rate borrowings.
loss to the group. The group has adopted a policy of only dealing with creditworthy counterparties as a
means of mitigating the risk of financial loss from defaults.
advances to joint ventures and associates. Liquid funds are placed with banks with high credit ratings. The
credit risk with respect to the trade receivables is limited as the group’s revenue is generated mainly from
cash and credit card sales. Where transactions are conducted other than on a cash basis, the group practises
stringent credit review. Allowance for impairment is made where there is an identified loss event which,
based on previous experience, is evidence of a reduction in the recoverability.
for losses, represents the group’s and the company’s maximum exposure to credit risk without taking into
account the value of any collateral obtained.
Trade receivables are spread over a broad base of customers.
subsidiaries are disclosed in Notes 7 and 8 respectively.
March 31, 2013
(b) Financial risk management policies and objectives (cont’d)
regularly its liquidity reserves comprising free cash flows from its operations and undrawn credit facilities
from banks.
accounts. Depending on the specifics of the funding requirements, funding for its operating subsidiaries may
be either sourced directly from the group’s bankers or indirectly through the company.
operations, unutilised credit facilities given by banks, and the continual financial support by the major
shareholders including Zhou Holdings Pte Ltd.
working capital position and cash inflow from their operating and financing activities. Subsequent to the end
of financial year, the directors have authorised and kick started plans to raise funds from various sources, such
as increase in its bank credit facilities and the proposed rights issue of shares. Unutilised bank credit facilities
as at the date of the financial statements amounted to approximately $3.9 million (2012:$1.9 million) which
include additional loan facilities of approximately $2.8 million granted by 2 banks to the group subsequent to
the end of the financial year. In addition, the major shareholders have extended loans facilities to the group
to provide for bridge financing before the funds from other sources have been raised.
availability of banks’ unutilised credit lines, financial support and bridging loans facilities by its major
shareholders, and additional funds in the process of being raised from other sources including the proposed
rights issue of shares, the group and company will be able to meet their obligations as and when they fall
due.
forced to settle if the full guaranteed amount is claimed by the counterparty is $600,000 and $10,044,641
(2012: $810,000 and $8,179,295) respectively. The earliest period that the guarantee could be called is
within 1 year (2012: 1 year) from the end of the reporting period. The group and company consider that it is
more likely than not that no amount will be payable under the arrangement.
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest
date on which the group and the company can be required to pay. The tables include both interest and
principal cash flows. The adjustment column represents the possible cash flows attributable to the instrument
included in the maturity analysis which is not included in the carrying amount of the financial liabilities on
the statement of financial position.
March 31, 2013
(b) Financial risk management policies and objectives (cont’d)
average
effective
demand
or within
Within
After
% $ $ $ $ $
On balance sheet
On balance sheet
Financial guarantee contracts
March 31, 2013
(b) Financial risk management policies and objectives (cont’d)
iv) Liquidity risk management (cont’d)
Weighted
average
effective
interest rate
On
demand
or within
1 year
Within
2 to 5 years
After
5 years Adjustment Total
% $ $ $ $ $
Company
2013
On balance sheet
Non-interest bearing:
Financial guarantee contracts
On balance sheet
Non-interest bearing:
Financial guarantee contracts
March 31, 2013
(b) Financial risk management policies and objectives (cont’d)
iv) Liquidity risk management (cont’d)
information on non-derivative financial asset is necessary in order to understand the group’s liquidity risk
management as the group’s liquidity risk is managed on a net asset and liability basis. The tables below have
been drawn up based on the undiscounted contractual maturities of the financial assets including interest
that will be earned on those assets except where the group and the company anticipate that the cash flow
will occur in a different period. The adjustment column represents the possible future cash flows attributable
to the instrument included in the maturity analysis which are not included in the carrying amount of the
financial assets on the statement of financial position.
average
effective
interest rate
On
demand
or within
1 year
Within
2 to 5 years
After
5 years Adjustment Total
% $ $ $ $ $
Group
Non-interest bearing:
Non-interest bearing:
March 31, 2013
(b) Financial risk management policies and objectives (cont’d)
iv) Liquidity risk management (cont’d)
Weighted
average
effective
interest rate
On
demand
or within
1 year
Within
2 to 5 years
After
5 years Adjustment Total
% $ $ $ $ $
Company
2013
Non-interest bearing:
Non-interest bearing:
generally purchased based on market prices established with the suppliers. Although many of the products
purchased are subject to changes in commodity prices, certain purchasing contracts or pricing arrangements
contain risk management techniques designed to minimise price volatility. Typically, the group uses these
types of purchasing techniques to control costs as an alternative to directly using financial instruments to
hedge commodity prices. Where commodity cost increases significantly and appears to be long-term
in nature, management addresses the risk by adjusting the menu pricing or changing the product delivery
strategy.
payables approximate their respective fair values due to the relatively short-term maturity of these financial
instruments.
financial statements.
accepted pricing models based on discounted cash flow analysis using prices from observable current market
transactions.
March 31, 2013
maximising the return to stakeholders through the optimisation of the debt and equity balance.
attributable to owners of the company, comprising issued capital, reserves net of accumulated losses.
capital requirements for the financial year ended March 31, 2013.
between the parties are reflected in these financial statements. The balances are unsecured, interest-free and repayable upon
demand unless otherwise stated.
note. Details of transactions between the group and related parties are disclosed below.
follows:
2013 2012
With joint venture
March 31, 2013
2013 2012
$ $
performance of individuals and market trends.
2013 2012 2013 2012
$ $ $ $
assets approximate their fair values.
approximately 92 days (2012: 7 to 182 days). The short-term deposits are held for the purpose of meeting short-term cash
commitments rather than for investment or other purposes.
banking facilities to the group. Under the general standard terms and conditions of the banks’ facility letter, such amounts
are subject to set off against the liabilities owing to the banks at their discretion.
March 31, 2013
2013 2012
$ $
if this is not recoverable from the related parties.
2013 2012
$ $
2013 2012
$ $
March 31, 2013
2013 2012
$ $
2013 2012
$ $
worthiness and defines credit limit to customer. Credit limits attributed to customers are reviewed periodically. Most of
the trade receivables that are neither past due nor impaired relate to customers which the company has assessed to be
creditworthy based on the credit evaluation process performed by management.
are past due at the end of the reporting period for which the group has provided $100,000 (2012: $Nil) for impairment.
Management has done an assessment on the past due debts and noted that as there has not been a significant change in
credit quality and the amounts are still considered recoverable. The group does not hold any collateral over these balances.
receivable from the date credit was initially granted up to the end of the reporting period. The concentration of credit risk is
limited due to the customer base being large and unrelated. Accordingly, the management believe that there are no further
credit allowances required in excess of the allowance for doubtful debts.
March 31, 2013
2013 2012 2013 2012
Advances to:
(Note 13) (265,328) (923,604) – –
2013 2012 2013 2012
$ $ $ $
2013 2012
$ $
realisable value.
March 31, 2013
2013 2012
$ $
have been placed with counterparties who are creditworthy and accordingly no allowance for potential non-recovery of
security deposits is required.
corporate shareholder of the company.
2013 2012
March 31, 2013
operators are impaired when the restaurants showed prolonged operating losses since the opening of the restaurants.
Impairment loss is provided on the investment based on value in use. The value in use is based on the available
data and the estimated future cash flows discounted to its present value by using a pre-tax discount rate of 9.2%
(2012: 9.2%) per annum that reflects current market assessment of the time value of money and the risks specific to
the subsidiary. The management has assessed that growth rate of its subsidiaries ranged from 5% to 15% (2012: 5%
to 15%) per annum.
were used to fund the long-term operations of the subsidiaries.
incorporation/
interest and voting power
2013 2012
Islands
and management
services
March 31, 2013
Name of subsidiary
Country of
incorporation/
operation Principal activities
Proportion of ownership
interest and voting power
held
2013 2012
% %
(Restaurant) Company Ltd (4)
of China
(Singapore) Pte Ltd
Joint Venture Agreement with Beijing Xihe Food & Beverages Co., Ltd. (“BJ Xihe”), an entity incorporated in the
People’s Republic of China. BJ Xihe injected $480,000 representing 40% of the paid up share capital of Tung Lok
Xihe Restaurant Pte Ltd.
Ming representing 49% equity interest in the entity. In July 2012, the shareholders of PT Ming signed a JVD giving
TLG Asia control over PT Ming by virtue of its contractual right to appoint, as representatives of the group, a majority
of the directors on the board of PT Ming. As such, the group’s investment in PT Ming was reclassified from an
associate to a subsidiary (Note 13(a)) in July 2012.
March 31, 2013
2013 2012 2013 2012
$ $ $ $
incorporation/
Proportion of equity held
2013 2012
Held by Tung Lok Millennium Pte Ltd
financial support to this entity, the group has taken up its share of the liabilities in the joint venture. This is disclosed
in Note 19 to the financial statements.
2013 2012
$ $
March 31, 2013
2013 2012
$ $
a subsidiary during the year (a) (36,733) –
to control the financial and operating policies of PT Ming by virtue of the group’s entitlement to seek for majority
board representation in PT Ming notwithstanding that the group holds only 49% of the voting rights in PT Ming.
Consequently, PT Ming has been reclassified from an associate to a subsidiary (Note 11). On March 25, 2013, the
group appoints a second representative as a director of PT Ming, being the second director of PT Ming to represent
the group, out of three directors on the board of PT Ming. In doing so, the group has majority seats on PT Ming’s
board of directors which aligns with the intention of the shareholders in accordance with the JVD.
incorporation/
operation Principal activities
Proportion of equity held
by the group
2013 2012
% %
i) Held by Tung Lok (China) Holdings Pte Ltd
Management Inc (1)
of China
(“SSRPL”) (2)
SRPL by virtue of its contractual right to appoint director to the board of SRPL.
March 31, 2013
the equity method of accounting, the unaudited management accounts of SSRPL and SRPL for the year ended March 31,
2013 have been used.
2013 2012
$ $
2013 2012 2013 2012
$ $ $ $
incorporated in Singapore and PT Taipan Indonesia, incorporated in Indonesia. These companies are engaged in restaurateur
activities.
the unquoted equity shares cannot be reliably measured.
March 31, 2013
$
amortisation period is five years. The amortisation is included in ‘other operating expenses’ in profit or loss.
$
Cost:
Carrying amount:
impaired.
value in use calculations. The calculation uses cash flow projection based on a financial budget approved by management
for the next 5 years based on the estimated growth rate of 3% (2012: 3%) per annum at discount rate of 9.2% (2012: 9.2%)
per annum. The carrying amount of goodwill at the end of the reporting period was $Nil (2012: $Nil) after an impairment
loss of $310,468 (2012: $310,468) was recognised in prior years.
March 31, 2013
fixtures and
equipment
equipment
property
vehicles Total
Group
At April 1, 2011 24,212,112 7,648,561 4,405,867 835,074 37,101,614
Additions 5,772,556 1,946,571 – – 7,719,127
Disposals (5,052,168) (790,204) – – (5,842,372)
Exchange differences – 141 – – 141
At March 31, 2012 24,932,500 8,805,069 4,405,867 835,074 38,978,510
Additions 4,721,724 1,223,799 – 190,854 6,136,377
Assets of associate which became a
Disposals (1,466,884) (560,598) – – (2,027,482)
Exchange differences – 53 – – 53
At March 31, 2013 29,205,711 9,751,278 4,405,867 1,025,928 44,388,784
At April 1, 2011 16,852,132 4,727,624 683,271 538,564 22,801,591
Depreciation 2,238,135 926,373 88,119 115,601 3,368,228
Eliminated on disposal (3,660,312) (583,826) – – (4,244,138)
At March 31, 2012 15,429,955 5,070,171 771,390 654,165 21,925,681
Depreciation 2,884,984 1,149,292 88,119 94,751 4,217,146
Eliminated on disposal (1,284,137) (511,409) – – (1,795,546)
Exchange differences (2,626) (673) – (93) (3,392)
At March 31, 2013 17,028,176 5,707,381 859,509 748,823 24,343,889
At April 1, 2011 1,851,257 316,734 – 28,810 2,196,801
Impairment loss 1,219,429 46,195 – – 1,265,624
Eliminated on disposal (1,120,209) (161,140) – – (1,281,349)
At March 31, 2012 1,950,477 201,789 – 28,810 2,181,076
Impairment loss 68,257 166,960 – – 235,217
Eliminated on disposal (126,121) (18,632) – – (144,753)
At March 31, 2013 1,892,613 350,117 – 28,810 2,271,540
At March 31, 2013 10,284,922 3,693,780 3,546,358 248,295 17,773,355
been making losses since inception. The recoverable amount of the relevant assets of the restaurants has been determined
on the basis of their value in use. The discount rate used in measuring value in use was 9.2% (2012: 9.2%) per annum. The
management has assessed that growth rate of the relevant restaurants ranged from 5% to 15% (2012: 5% to 15%) per annum.
March 31, 2013
are secured under the finance lease arrangements:
2013 2012
$ $
21). Management has estimated the fair value of the leasehold property to be approximately $7,050,000 as at March 31,
2013.
Land area
#11-05 to 09, 18
Enterprise Centre
Singapore 658080
March 13, 1997
2013 2012
$ $
March 31, 2013
2013 2012 2013 2012
Dividends payable to non-controlling shareholder
March 31, 2013.
on demand.
and promotion cash funding extended by credit card banks. Under the Tung Lok First Card Scheme, card members
dining at the group’s restaurants are entitled to receive loyalty points depending on their level of spending, which
can be used to offset subsequent spending. Under the credit card program partnership agreement, card members of
the participating banks are entitled to dine at the company’s restaurants with certain privileges.
$1,498,816 (2012: $837,328) being provision for reinstatement costs of premises.
group has provided financial support to this entity. Accordingly, losses of the joint venture in excess of the group’s
interest amounting to $149,491 (2012: $337,418), have been recognised by the group.
extended to these subsidiaries.
other operating expenses.
March 31, 2013
Present value of minimum
2013 2012 2013 2012
Group
Amounts payable under finance leases:
Within one year 145,825 130,476 131,758 115,848
In the second to fifth year inclusive 169,223 165,072 142,919 143,616
Present value of lease obligations 274,677 259,464 274,677 259,464
(shown under current liabilities) (131,758) (115,848)
(2012: 3 years). For the year ended March 31, 2013, the average borrowing rate was 2.55% (2012: 2.52%) per annum.
Interest rates are fixed at the contract date, and thus expose the group to fair value interest rate risk. All leases are on a fixed
repayment basis and no arrangements have been entered into for contingent rental payments.
and equipment (Note 17).
2013 2012
$ $
On demand or within one year 5,142,738 2,535,326
In the second year 2,018,081 2,301,288
In the third year 763,116 720,359
In the fourth year 129,247 126,272
In the fifth year 131,151 128,092
After five years 985,631 1,114,216
Amount due for settlement after 12 months 4,027,226 4,390,227
March 31, 2013
2013 and will continue until March 2016. The loan carries effective interest at 2.01% (2012: 2%) per annum, which
is cost of fund plus 1.6%;
2011 and will continue until July 2014. The loan carries effective interest at 2.92% (2012: 2.92%) per annum, which
is swap offer rate plus 2.5%;
and will continue until July 2024. The loan carries effective interest at 2.06% (2012: 2.07%) per annum, which is
cost of fund rate plus 2%;
July 2015. The loan carries effective interest at 2.92% per annum, which is swap offer rate plus 2.5%;
June 2015. The loan carries effective interest at 2.92% per annum, which is swap offer rate plus 2.5%;
2011 and will continue until December 2030. The loan carries effective interest rate at 5.25% (2012: 2.03%) per
annum, which is swap offer rate plus 1.5%;
1.8% to 5% (2012: 1.95% to 5%) per annum.
average cash balances. These terms are subject to revision by application from the borrowing subsidiary to the lending bank.
March 31, 2013
depreciation
Group
Number of ordinary shares $ $
vote per share and carry a right to dividends as and when declared by the company.
2013 2012
$ $
March 31, 2013
2013 2012
Interest income from:
2013 2012
$ $
March 31, 2013
2013 2012
Interest on:
2013 2012
Tax (benefit) expense comprises:
Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
2013 2012
$ $
Loss before tax (4,325,197) (2,147,693)
March 31, 2013
available for offsetting against future taxable income as follows:
2013 2012
a) Tax loss carryforwards
Singapore and in the jurisdictions in which the group operates. In addition, the Singapore tax loss carryforwards and other
temporary differences are subject to the retention of majority shareholders as defined.
profit streams.
expenditure per year under the enhanced Productivity and Innovation Credit (“PIC”) Scheme as announced in Budget 2012
and 2013.
March 31, 2013
2013 2012
$ $
Loss on disposal of property, plant and equipment 87,183 314,231
$1,794,847) divided by 140,000,000 (2012: 140,000,000) being the number of ordinary shares outstanding during the
financial year.
the financial period, any financial instruments which have the effect of diluting the earnings per share.
year ended March 31, 2011 was paid to shareholders.
March 31, 2013
of segment performance is specifically focused on the restaurant business which forms the basis of identifying the operating
segments of the group under FRS 108 Operating Segments. The aggregated restaurant business is therefore the group’s
reportable segment.
Segment profit represents the profit earned by each segment without allocation of control administration costs and directors’
salaries.
where revenue is generated:
Sales revenue by
2013 2012
investments in joint ventures and associates) analysed by the geographical location in which the assets are located:
Non-current assets
$ $
March 31, 2013
Segment profit represents the profit earned by each segment without allocation of control administration costs and directors’
salaries.
2013 2012 2013 2012
Corporate guarantees issued for bank facilities, finance
subsidiaries, joint venture company and associates 542,096 553,976 10,178,429 6,946,907
2013 2012
$ $
well as an amount of $3,122,528 (2012: $3,127,274) paid to a related party (Note A).
March 31, 2013
which fall due as follows:
2013 2012
Within one year
negotiated and rentals fixed for an average of 3 years (2012: 3 years).
contingent rental would be payable by these subsidiaries based on a percentage of the monthly sales turnover in excess of a
specified amount. Contingent rental is not included here as it is currently not determinable.
Issued and fully paid capital : S$10,269,503/-
Class of Shares : Ordinary Shares
Voting Rights : One vote per share
NO. OF
% OF
% OF ISSUED
1 to 999 2 0.31 700 0.00
1,000 to 10,000 469 72.71 1,584,300 1.13
10,001 to 1,000,000 166 25.74 12,096,000 8.64
1,000,001 AND ABOVE 8 1.24 126,319,000 90.23
TOTAL 645 100.00 140,000,000 100.00
Rule 723 of the SGX-ST Listing Manual – Section B : Rules of the Catalist which states that an issuer must ensure that at least 10% of
its ordinary shares is at all times held by the public.
% OF ISSUED
1 ZHOU HOLDINGS PTE LTD 53,200,000 38.00
2 GOODVIEW PROPERTIES PTE LTD 26,968,000 19.26
3 TEE YIH JIA FOOD MANUFACTURING PTE LTD 25,018,000 17.87
4 ANTICA CAPITAL PTE LTD 14,500,000 10.36
5 GOH CHENG LIANG 2,400,000 1.72
6 ANG TJIA LENG @ WIDJAJA LINDA ANGGRAINI 1,479,000 1.06
7 CHIN KAI SENG 1,404,000 1.00
8 YEOW SENG (SEAFOOD) PTE LTD 1,350,000 0.96
9 OCBC SECURITIES PRIVATE LTD 880,000 0.63
10 TAY KWANG THIAM 602,000 0.43
11 YIO KANG LENG 600,000 0.43
12 NG HWEE KIAT 568,000 0.41
13 SIM LAI HEE 500,000 0.36
14 NO SIGNBOARD SEAFOOD RESTAURANT PTE LTD 488,000 0.35
15 SEONG PECK THONG 380,000 0.27
16 NEO MENG HWA 300,000 0.21
17 CHIN AH SOH 251,000 0.18
18 CITIBANK NOMINEES SINGAPORE PTE LTD 238,000 0.17
19 TJIOE KA MEN 226,000 0.16
20 MARIA ELIZABETH LIMAN 200,000 0.14
21 KOH BEE LIANG 200,000 0.14
22 HENKY IRAWAN 200,000 0.14
As at 18 June 2013
As at 18 June 2013
NAME OF SHAREHOLDERS NO. OF SHARES % NO. OF SHARES % NO. OF SHARES %
Zhou Holdings Pte Ltd 53,200,000 38.00 – – 53,200,000 38.00
50
Leng @ Widjaja Linda Anggraini (spouse) by virtue of Section 7 of the Companies Act, Cap. 50
Cap. 50
Teng Fong, Deceased has a controlling interest in Far East Organisation Centre Pte Ltd, which in turn has a controlling
interest in Goodview Properties Pte Ltd; and 238,000 shares held by Kuang Ming Investments Pte. Ltd. by virtue of she
having more than 20% interest in Kuang Ming Investments Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50
in Far East Organization Centre Pte Ltd, which in turn has a controlling interest in Goodview Properties Pte Ltd; and
238,000 shares held by Kuang Ming Investments Pte. Ltd. as its associate, Mdm Tan Kim Choo, has more than 20% interest
in Kuang Ming Investments Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50
Companies Act, Cap. 50
Parade Hotel, 1 Tanglin Road, Level 2, Antica Ballroom, Singapore 247905 on Tuesday, 30 July 2013 at 11:00 a.m. for the following
purposes :-
Directors and Auditors.
(b) Mr Goi Seng Hui (Pursuant to Article 91)
Nominating Committee and a member of the Remuneration and Audit and Risk Committees and will be
considered independent.
Nominating and Audit and Risk Committees and will be considered non-independent.
[Resolution 3(b)]
appointed as a Director of the Company to hold office until the next Annual General Meeting.”
Audit and Risk Committee and a member of the Nominating and Remuneration Committees, and will be
considered independent.
Rules, authority be and is hereby given to the Directors of the Company to:
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
Directors may, in their absolute discretion deem fit; and
issue shares in pursuance of any instrument made or granted by the Directors whilst this resolution
was in force.
of the total number of issued shares in the Company (excluding treasury shares), of which the
aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the
Company does not exceed 50% of the total number of issued shares in the capital of the Company
(excluding treasury shares);
(a) above, the percentage of issued shares shall be based on the total number of issued shares in
the capital of the Company (excluding treasury shares) at the time this resolution is passed, after
adjusting for (i) new shares arising from the conversion or exercise of any convertible securities
or share options or vesting of share awards which are outstanding at the time this resolution is
passed, and (ii) any subsequent bonus issue, consolidation or subdivision of shares; and
force until the conclusion of the next annual general meeting of the Company or when it is
required by law to be held, whichever is earlier. [See Explanatory Note (i)]
Rules for any of the Entities at Risk (as defined in the Appendix to this Notice of the Annual
General Meeting) to enter into any of the transactions falling within the types of IPTs (particulars
of which are set out in the Appendix accompanying this notice) with the Interested Persons in
accordance with the guidelines of the Company for IPTs as set out in the Appendix, and subject
to the review procedures for such IPTs as set out in the Appendix (the “IPT Mandate”);
in force until the conclusion of the next annual general meeting of the Company;
action as it deems proper in respect of review procedures for the IPTs and/or to modify or
implement such procedures as may be necessary to take into consideration any amendment to
Chapter 9 which may be prescribed by the SGX-ST from time to time; and
acts and things (including without limitation executing all such documents as may be required)
as they may consider expedient or necessary or in the interest of the Company to give effect
to the transactions contemplated and/or authorised by the proposed IPT Mandate and/or this
Resolution. [See Explanatory Note (ii)]
given.
Secretary
Date: July 12, 2013
Act, Cap. 50, and although eligible, has indicated that he is not offering himself for re-appointment. Mr Ch’ng Jit Koon will step
down as the Chairman of the Remuneration Committee, and as a member of the Nominating and Audit and Risk Committees.
The Board is actively sourcing for an Independent Non-Executive Director to fill the vacancies in the Board and the respective
committees which will arise following Mr Ch’ng’s retirement.
up to an amount not exceeding in aggregate 100 percent (100%) of the total number of issued shares in the capital of the Company,
excluding treasury shares, at the time of the passing of this resolution, of which the aggregate number of shares to be issued other
than on a pro-rata basis to the shareholders of the Company does not exceed fifty percent (50%) of the total number of issued shares
in the capital of the Company, excluding treasury shares.
and empower the Directors of the Company from the date of the above meeting until the date of the next Annual General Meeting
to do all acts necessary to give effect to the Resolution. This authority will, unless previously revoked or varied at a general meeting,
expire at the conclusion of the next Annual General Meeting of the Company. In accordance with the requirements of Chapter 9 of
the SGX-ST Catalist Listing Rules, Mr Goi Seng Hui being an “Interested Person” in relation to the IPT Mandate, will abstain from
voting, and will ensure that his respective associates abstain from voting, on Resolution 7 relating to the IPT Mandate.
stead. A proxy need not be a member of the Company.
Singapore 228149, not less than 48 hours before the time fixed for holding the Annual General Meeting.
sponsor, SAC Capital Private Limited (the “Sponsor”), for compliance with the relevant rules of the Singapore Exchange Securities
Trading Limited (“SGX-ST”). The Sponsor has not independently verified its contents. This Notice of Annual General Meeting has not
been examined or approved by SGX-ST. SGX-ST and the Sponsor assume no responsibility for the contents of this document, including
the correctness of any of the statements made, reports contained or opinions expressed in this Notice of Annual General Meeting. The
contact person for the Sponsor is Mr Ong Hwee Li (Registered Professional, SAC Capital Private Limited), Address: 1 Robinson Road,
#21-02 AIA Tower, Singapore 048542, Tel: 6221 5590.
MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.
Annual Report. Its purpose is to explain to Shareholders the rationale and provide information relating to the renewal of the IPT
Mandate (as defined herein) to be tabled at the Annual General Meeting to be held on 30 July 2013 at 11:00 a.m. at Orchard
Parade Hotel, 1 Tanglin Road, Level 2, Antica Ballroom, Singapore 247905 (the “Annual General Meeting”).
should immediately forward this Appendix together with the Annual report and the accompanying Proxy Form to the purchaser or
the transferee, or to the bank, stockbroker or agent through whom the sale or the transfer was effected for onward transmission to
the purchaser or the transferee.
Private Limited (the “Sponsor”), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited
(“SGX-ST”). The Sponsor has not independently verified its contents. This Appendix has not been examined or approved by SGX-ST.
SGX-ST and the Sponsor assume no responsibility for the contents of this document, including the correctness of any of the
statements made, reports contained or opinions expressed in this Appendix. The contact person for the Sponsor is Mr Ong Hwee Li
(Registered Professional, SAC Capital Private Limited), Address: 1 Robinson Road, #21-02 AIA Tower, Singapore 048542, Tel: 6221
5590.
(Incorporated in the Republic of Singapore)
RENEWAL OF THE SHAREHOLDERS’ MANDATE FOR INTERESTED PERSON TRANSACTIONS
interested person transactions according to similar principles to Chapter 9 of the Catalist
Rules
Controlling Shareholder (being an individual) means:
beneficiary or, in the case of a discretionary trust, is a discretionary object;
and
indirectly) have an interest of 30% or more
company) means any other company which is its subsidiary or holding company
or is a subsidiary of such holding company or one in the equity of which it and/or
such other company or companies taken together (directly or indirectly) have an
interest of 30% or more
Group or the TYJ Group (as the case may be)
Tze, Mr Ch’ng Jit Koon, Mr Wee Kheng Jin and Mr Goi Seng Hui
shares in a company. SGX-ST may determine that a person who satisfies this
paragraph is not a Controlling Shareholder; or
and its associated companies that are not listed on SGX-ST or an Approved Exchange,
provided that the Group, or the Group and its interested person(s), has control over the
associated company
the Board for the conduct of the business of the Company
the case of a discretionary trust, is a discretionary object; and
indirectly) have an interest of 30% or more; and
Companies of the TYJ Group in which GSH and his immediate family together (directly
or indirectly) have an interest of 30% or more (this includes T&T)
sibling and parent
Company; or (b) an associate of any such Director, Chief Executive Officer or Controlling
Shareholder
Persons
“Shareholders” shall, where the context admits, mean the Depositors whose Securities
Accounts are credited with the Shares
total votes attached to all the voting shares in the company
the Company and TYJ through their respective wholly-owned subsidiaries. T&T is an
associated company of the Group and a GSH Associate
recommendation to Shareholders in respect of the IPT Mandate, namely Mr Tjioe Ka
Men, Ms Tjioe Ka In, Dr Ker Sin Tze, Dr Tan Eng Liang, Mr Ch’ng Jit Koon and Mr Wee
Kheng Jin
Section 130A of the Act.
shall, where applicable, include the feminine and neuter genders and vice versa. References to persons, where applicable, shall
include corporations.
Any term defined under the Act or the Catalist Rules or any modification thereof and used in this Appendix shall, where applicable,
have the same meaning assigned to it under the Act or the Catalist Rules or any modification thereof, as the case may be, unless
otherwise provided.
Accordingly, figures shown as totals in certain tables in this Appendix may not be an arithmetic aggregation of the figures that
precede them.
otherwise stated.
(Incorporated in the Republic of Singapore)
(Company Registration Number: 200005703N)
subsidiaries to enter into IPTs with GSH and the GSH Associates (including the TYJ Group and T&T) in the ordinary course
of business provided that such transactions are made on normal commercial terms and in accordance with the review
procedure of such transactions.
provide the Shareholders with the relevant information relating to the above. The approval of Shareholders for the renewal
of the IPT Mandate will be sought at the AGM to be held on 30 July 2013.
the abovesaid IPT Mandate will expire on 30 July 2013. Pursuant to Rule 920 of the Catalist Rules, the Company will seek
Shareholders’ approval for the proposed renewal of the IPT Mandate.
Entities at Risk within the meaning of Rule 904(2) of the Catalist Rules, in their ordinary course of business, to enter into
categories of transactions with specified classes of the Company’s interested persons, provided that such transactions are
entered into on normal commercial terms and will not be prejudicial to the interests of the Company and/or its minority
Shareholders.
IPT Mandate.
AGM and will (unless revoked or varied by the Company in a general meeting) continue in force until the next AGM of the
Company. Approval from the Shareholders will be sought for the renewal of the IPT Mandate at the next AGM and at each
subsequent AGM of the Company, subject to satisfactory review by the Audit and Risk Committee of its continued relevance
and application to the transactions with the Interested Persons and confirms that the methods or review procedures for the
transactions with Interested Persons are sufficient to ensure that the transactions are carried out on normal commercial terms
and will not be prejudicial to the interests of the Company and/or its minority Shareholders.
purpose is to guard against the risk that interested persons could influence the listed company, its subsidiaries or associated
companies to enter into transactions with interested persons that may adversely affect the interests of the listed company or
its shareholders. An interested person transaction includes the provision or receipt of financial assistance, the acquisition,
disposal or leasing of assets, the provision or receipt of services, the issuance or subscription of securities, the granting of or
being granted options, and the establishment of joint ventures or joint investments, whether or not in the ordinary course of
Executive Officer or Controlling Shareholder or the listed company or an associate of such Director, Chief Executive Officer
or Controlling Shareholder.
approval is required in respect of an interested person transaction if the value of the transaction is equal to or exceeds
certain financial thresholds.
(“Threshold 1”); or
financial year, is equal to or more than Threshold 1. In this instance, an announcement will have to be made
immediately of the latest transaction and all future transactions entered into with that same interested person
during the financial year.
consolidated NTA (“Threshold 2”); or
year, will be equal to or exceed Threshold 2. The aggregation will exclude any transaction that has been
approved by shareholders previously, or is the subject of aggregation with another transaction that has been
previously approved by shareholders.
company’s effective interest in that transaction;
loans and guarantees given by the entity at risk; and
payable on the borrowing. In the case of lending of funds to an interested person, the value of the transaction
is the interest payable on the loan and the value of the loan.
recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations, which may be carried
out with the listed company’s interested persons. The IPT mandate was such a general mandate and is subject to annual
renewal.
distributors of frozen foods. TYJ is also a Controlling Shareholder of the Company holding 17.87% of the total issued share
capital of the Company as at the Latest Practicable Date.
and its associated companies has from time to time, had various business dealings with the TYJ Group and its associated
companies in their ordinary course of business. In April 2005, the Company’s subsidiary, Tung Lok Millennium Pte Ltd,
together with TYJ’s subsidiary, Maker Food Manufacturing Pte Ltd, set up a joint venture company, T&T, to carry out the
manufacturing and sale of various food products. The Company and TYJ each have equal control of the financial and
operating policies of T&T. The joint venture was conceived due to the synergies between the business of the Group and that
of the TYJ Group. Such synergies, amongst other things, include the existing distribution network and contacts that the TYJ
Group has as a distributor of frozen food products, which T&T can tap on.
more than 30% of the total issued shares in the capital of TYJ. As a result, GSH is deemed interested in the shares of the
Company owned by TYJ, a Controlling Shareholder of the Company. GSH and the GSH Associates would be “Interested
Persons” within the meaning of Rule 904 of the Catalist Rules. As such, transactions between the Group and its Associated
Companies and GSH and the GSH Associates will constitute “Interested Person Transactions” under Chapter 9 of the
Catalist Rules.
paragraph 4.4) in the ordinary course of its business with the Interested Persons (more particularly set out in paragraph 4.2),
provided that such transactions will be carried out on normal commercial terms and will not be prejudicial to the interests
of the Company and/or its minority Shareholders.
(ii) a GSH Associate (being a company in which GSH indirectly has an interest of 30% or more), would be deemed both an
“Entity at Risk” and an “Interested Person” respectively for the purposes of the IPT Mandate.
as set out in paragraph 4.4 below.
and 906 of the Catalist Rules.
subject to the relevant provisions of Chapter 9 of the Catalist Rules.
companies (other than T&T) for purchases of certain raw materials, such as flour, salt and egg powder,
required for their day-to-day operations from third party suppliers.
companies (other than T&T), so as to take advantage of the existing goodwill enjoyed by the TYJ Group and
its associated companies, as well as any preferential rates, rebates or discounts accorded for bulk purchases
by T&T and the TYJ Group and its associated companies (other than T&T).
raw materials, semi-processed products or certain finished products from the TYJ Group and its associated
companies.
types of dim sum and mooncakes from T&T. T&T has its own production facilities and is in the business of
manufacturing and selling various food products.
certain products from third party suppliers. In the event that the prices of dim sum procured by T&T through
the TYJ Group and its associated companies (other than T&T) from third party suppliers are lower than T&T’s
own cost of production, T&T may procure such dim sum from the TYJ Group and its associated companies
(other than T&T).
associated companies (other than T&T). Such sales will enable T&T to tap on the contacts and distribution network
of the TYJ Group and its associated companies (other than T&T), and allow T&T to enjoy economies of scale in its
production as a result of the increase in production volume.
and its associated companies (other than T&T) by selling its Tung Lok brand of mooncakes to them.
companies (other than T&T):
the ordinary course of business. The Entities at Risk and the Interested Persons intend to continue with such recurrent
transactions (the “Recurrent IPTs”) in the future.
in the ordinary course of business, provided such transactions will be carried out on normal commercial terms and are not
prejudicial to the interests of the Company and its minority Shareholders.
and are not prejudicial to the interests of the Company and/or its minority Shareholders. The IPTs will improve
synergies between the Group and its associated companies and the TYJ Group and its associated companies by
enhancing the ability of the Group and its associated companies to utilise the resources available to the TYJ Group
and its associated companies and will allow the Group and its associated companies to enjoy economies of scale in
the manufacturing of food products (where relevant) and the procurement of materials and services; and
the same on an annual basis is intended to facilitate the IPTs in the day-to-day transactions of the Group and will
eliminate the need to prepare and make announcements and/or convene separate general meetings on a continual
basis to seek prior approval for the entry into these transactions, which will serve to improve operational efficiency
in a cost-effective manner. Furthermore, the IPT Mandate will give the Entities at Risk and the Interested Persons the
flexibility to conduct the Recurrent IPTs in the ordinary course of business, thereby reducing the time and expenses
which would otherwise be incurred to convene general meetings on an ad hoc basis, and allow such resources and
time to be channelled towards the management of the Group’s business.
be carried out on terms comparable or more favourable to the relevant Entity at Risk than those offered by unrelated
third-party suppliers to the Entities at Risk.
obtained (wherever possible or available) from at least two (2) other unrelated third party suppliers for similar
raw materials, semi-processed products or certain finished products, at similar quantities and will be used for
comparison. In determining whether the price and terms offered by the Interested Persons are fair and reasonable,
pertinent factors (other than price) including, but not limited to, delivery schedules, quality of products, credit terms,
customer requirements and specifications, track record of counter-parties, overall services provided, costs and/or
expenses (including, inter alia, storage, shipment and transportation) borne by each party, availability of preferential
rates, rebates or discount and cost of freight will be taken into account.
defined below) may at its discretion, determine the reasonableness of the quote offered by the Interested Person in
accordance with the Group’s usual business practices, pricing policies and/or industry norms (as the case may be),
taking into account factors including, but not limited to, the nature of the product, order quantity, delivery schedules,
quality of products, credit terms, customer requirements and specifications, track record of counter-parties, overall
services provided, costs and/or expenses (including, inter alia, storage, shipment and transportation) borne by each
party, availability of preferential rates, discounts or rebates and cost of freight. In respect of purchases made by
T&T from the TYJ Group and its associated companies, the “Approval Authority” is any executive director of the
Company who is independent of the IPTs. In respect of purchases made by the Group and its associated companies
(other than T&T), the “Approval Authority” is the vice president of the Company’s purchasing department.
more favourable to the relevant Entity at Risk than those offered by unrelated third-party suppliers to the Group and
its Associated Companies.
companies (other than T&T) from T&T, the purchase price of these dim sum and mooncakes (“Purchase
List Items”) are based on a cost plus basis (the “Purchase Price Formula”). The Purchase Price Formula is
fixed by a committee (the “T&T Committee”), comprising representatives from the Company and TYJ. The
representatives from the Company shall be referred to as the “Tung Lok Representatives”. The Tung Lok
Representatives shall comprise of persons who are independent of the Interested Persons and approved by the
Audit and Risk Committee. Any subsequent adjustment to the Purchase Price Formula or the adoption of any
new Purchase Price Formulas shall be approved by the Tung Lok Representatives in the T&T Committee prior
to making any purchases from T&T. The Tung Lok Representatives shall inform the Audit and Risk Committee
of any adjustments to the Purchase Price Formula or the adoption of any new Purchase Price Formula.
the Purchase List Items, at similar quantities will be obtained at least half-yearly for comparison with the
quotations from T&T based on the Purchase Price Formula. Prior to entering into a transaction with T&T for
the Purchase List Items, the relevant Entity at Risk will take into account pertinent factors (other than price)
including, but not limited to, delivery schedules, quality of products, credit terms, customer requirements and
specifications, track record of counter-parties, overall services provided, costs and/or expenses (including,
inter alia, storage, shipment and transportation) borne by each party, availability of preferential rates, rebates
or discount and cost of freight.
Representatives will determine the reasonableness of the quote offered by the Interested Person in accordance
with the Group’s usual business practices and pricing policies or industry norms (as the case may be),
taking into account factors including, but not limited to, the nature of the product, order quantity, delivery
schedules, quality of products, credit terms, customer requirements and specifications, track record of
counter-parties, overall services provided, costs and/or expenses (including, inter alia, storage, shipment and
transportation) borne by each party, availability of preferential rates, discounts or rebates and cost of freight.
T&T), quotations obtained from the TYJ Group and its associated companies (other than T&T) are compared
to T&T’s cost of producing similar products. T&T shall purchase such dim sum from the TYJ Group and its
Associated Companies (other than T&T) when the quotes provided by the TYJ Group and its associated
companies (other than T&T) are lower than its own cost of production.
T&T as one of the Entities at Risk
its associated companies (other than T&T), the selling price of agreed items of dim sum and moon cakes (“Sale
List Items”) by the Group and its associated companies to the TYJ Group and its associated companies (other than
T&T) are fixed at a cost plus basis and/or at a predetermined percentage discount to the relevant market selling
price from time to time (the “Sale Price Formula”). The Sale Price Formula for sales to the TYJ Group and its
associated companies (other than T&T) is fixed by the T&T Committee or an executive director of the Company
who is independent of the Interested Persons (as the case may be). Any subsequent adjustment to the Sale Price
Formula or the adoption of any new Sales Price Formulas shall be approved by the Tung Lok Representatives in the
T&T Committee or an executive director of the Company who is independent of the Interested Persons (as the case
may be) prior to making any sales to the TYJ Group and its associated companies (other than T&T). The Tung Lok
Representatives or the executive director of the Company who is independent of the Interested Persons (as the case
may be) shall inform the Audit and Risk Committee of any adjustments to the Sale Price Formula or the adoption of
any new Sale Price Formula.
Sale List Items, the relevant Entity at Risk will take into account pertinent factors (other than price) including, but not
limited to, the strategic reasons for the transaction, volume of the transaction, delivery schedules, quality of products,
credit terms, customer requirements and specifications, track record of counter-parties, overall services provided,
costs and/or expenses (including, inter alia, storage, shipment and transportation) borne by each party and whether
the sales are designated for export or for local markets.
T&T) will be carried out on terms which are comparable or more favourable to T&T than those offered by other
unrelated third parties.
financial bookkeeping, provided by the TYJ Group and/or its Associated Companies (other than T&T) to
T&T, are reimbursed on a cost recovery basis. Relevant unrelated third parties invoices or other supporting
documents will be provided to support the amount charged.
and its associated companies (other than T&T) is fair and reasonable and commensurate with the amount of
services provided to T&T.
for food storage and delivery, two (2) comparable quotations shall be obtained contemporaneously from
unrelated third parties in respect of the provision of similar services to T&T. Prior to entering into such a
transaction with the TYJ Group and its Associated Companies, T&T will take into account all pertinent factors
(other than price) including, but not limited to, the quality of service, track record of the counter-parties,
timeliness, convenience, reliability, responsiveness and confidentiality (if applicable).
Company who is independent of the Interested Persons may at his discretion, determine the reasonableness of
the price offered by the TYJ Group and its Associated Companies (other than T&T), taking into account factors
including, but not limited to, the other potential costs which may be incurred by T&T, historical prices offered
by the TYJ Group and its Associated Companies (other than T&T), quality of service, track record of counter-
parties, convenience, timeliness, reliability, responsiveness and confidentiality (if applicable).
internal control procedures for the IPTs to ensure that such transactions are undertaken on an arm’s length basis and on
normal commercial terms:
the Audit and Risk Committee; and
executive director of the Company who is independent of the Interested Persons.
(including T&T):
the Audit and Risk Committee;
will be approved by the vice president of the Company’s purchasing department, who is independent
of the Interested Persons; and
departmental manager or outlet manager (as the case may be), who is independent of the Interested
Persons.
the Group, all IPTs will be reviewed on a monthly basis by the finance manager and the financial controller
of the Company to ensure that they have been carried out on normal commercial terms and in accordance
with the procedures set out in the IPT Mandate; and
latest audited NTA of the Group, the Audit and Risk Committee will also have to review the Interested
Person Transaction Register (defined in paragraph 4.8.1 below) to ensure that they have been carried out on
normal commercial terms and in accordance with the procedures set out in the IPT Mandate. In addition,
all IPTs will be reviewed on a monthly basis by the financial controller and the chief financial officer of the
Company.
frequency and size of the transactions as well as the Group’s day-to-day operations, administration and businesses. The
threshold limits are arrived at as a result of a balancing exercise after considering the operational efficiency for the day-to-
day business operations of the Group and the internal controls for the IPTs.
Persons pursuant to the IPT Mandate (recording the basis, including the quotations obtained to support such basis,
on which they were entered into) (the “Interested Person Transactions Register”). Any discrepancies or significant
variances (as determined by the Audit and Risk Committee), from the Group’s usual business practices and pricing
policies will be highlighted to the Audit and Risk Committee.
and the Directors on a periodic basis (of not more than half-year intervals) with respect to their interest in any
transactions with the Group or its Associated Companies.
Shareholders and their Associates (which is to be updated immediately if there are any changes) to enable
identification of Interested Persons. The master list of Interested Persons which is maintained shall be reviewed by the
chief financial officer of the Company at least half-yearly and subject to such verifications or declarations as required
by the Audit and Risk Committee from time to time or for such periods as determined by them.
procedures for monitoring of such IPTs, entered into during the current financial year pursuant to the IPT Mandate.
The Group’s internal auditor shall, on at least a half-yearly basis, subject to adjustment in frequency, and depending
on factors such as, inter alia, substantial increment of aggregate transactional value, report to the Audit and Risk
Committee on all IPTs, and the basis of such transactions, entered into with the Interested Persons during the
preceding period.
yearly basis, to ensure that they are carried out on normal commercial terms and in accordance with the guidelines
and review procedures under the IPT Mandate. In its review and/or approval of the IPTs under paragraph 4.7 (where
relevant) and in this paragraph 4.8, the Audit and Risk Committee will generally only approve an IPT if the terms of
the transaction are no less favourable to the Group and its Associated Companies than the terms offered by unrelated
third parties or in accordance with usual business practices and pricing policies or industry norms (as the case may
be). All relevant non-quantitative factors will also be taken into account. Such review includes the examination of
The Audit and Risk Committee shall, when it deems fit, have the right to require the appointment of independent
advisers and/or valuers to provide additional information or review of controls and its implementation pertaining to
the transactions under review.
authority to delegate to individuals within the Company as it deems appropriate. The Audit and Risk Committee
will conduct periodic reviews (of not more than half-year intervals) of the review procedures for the IPTs. If, during
these periodic reviews, the Audit and Risk Committee is of the view that these review procedures are no longer
appropriate to ensure that the IPTs are transacted on normal commercial terms and will not be prejudicial to
the interests of the Company and/or its minority Shareholders, the Company will seek a fresh mandate from the
Shareholders based on new review procedures for IPTs.
Controlling Shareholders and the Directors of the Company and (ii) all IPTs, on a periodic basis (of not more than
half-year intervals) and the outcome of such review shall be minuted.
purposes of the IPT Mandate and/or any IPTs will abstain from and will undertake to ensure that his Associates will
abstain from voting in relation to any respective resolutions, and/or abstain from participating in the Audit and Risk
Committee’s decision during its review of the established review procedures for the IPTs or during its review or
approval of any IPTs.
by prevailing legislation, the Catalist Rules and accounting standards, are complied with.
resolution relating thereto, and will (unless revoked or varied by the Company in general meeting) continue in force until
the conclusion of the next AGM of the Company. Approval from the Shareholders will be sought for the renewal of the
IPT Mandate at the next AGM and at each subsequent AGM of the Company. The renewal of the IPT Mandate shall be
subject to satisfactory review by the Audit and Risk Committee of the continued requirements of the IPT Mandate and the
procedures for the transactions.
the relevant financial periods which the Company is required to report on pursuant to Rule 705 of the Catalist
Rules and within the time required for the announcement of such report while the IPT Mandate remains in force, in
accordance with the requirements of Chapter 9 of the Catalist Rules; and
conducted with Interested Persons pursuant to the IPT Mandate during the financial year, and in the annual reports
for the subsequent financial years that the IPT Mandate continues in force, in accordance with the requirements of
Chapter 9 of the Catalist Rules.
to indicate (a) the aggregate value of all IPTs during the financial year under review; and (b) the aggregate value of all IPTs,
conducted under the IPT Mandate.
in the IPT Mandate.
of Substantial Shareholders and Register of Directors’ Shareholdings as at the Latest Practicable Date) are as follows:
Directors Interest % Interest %
Tjioe Ka In 54,000 0.04 53,200,000* 38.00
Ker Sin Tze – – – –
Tan Eng Liang – – – –
Ch’ng Jit Koon – – – –
Wee Kheng Jin – – – –
Goi Seng Hui – – 25,018,000** 17.87
Direct
Interest %
Interest %
Zhou Yingnan – – 53,200,000* 38.00
Tjioe Ka Men 226,000 0.16 54,679,000*** 39.06
Tjioe Ka In 54,000 0.04 53,200,000* 38.00
Goodview Properties Pte Ltd 26,968,000 19.26 – –
Far East Organization Centre Pte Ltd – – 26,968,000# 19.26
Mdm Tan Kim Choo – – 27,206,000## 19.43
Estate of Ng Teng Fong, Deceased – – 27,206,000### 19.43
Tee Yih Jia Food Manufacturing Pte Ltd 25,018,000 17.87 – –
Goi Seng Hui – – 25,018,000** 17.87
Antica Capital Pte. Ltd. 14,500,000 10.36 – –
Andre Tanoto – – 14,500,000@ 10.36
Recurrent IPTs have not changed since the Shareholder’s approval of the IPT Mandate in the 2011 EGM.
the Recurrent IPTs set up by the Company for determining the transaction prices of the IPTs, if adhered to, are sufficient
to ensure that the IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the
Company and its minority Shareholders.
Companies set out in paragraph 4.5, the Unaffected Directors are of the view that the IPT Mandate is in the interests of the
Company and, accordingly, recommend that the Shareholders vote in favour of the ordinary resolutions relating to the IPT
Mandate.
ensure that their Associates will abstain from voting on the resolutions approving the IPT Mandate. Furthermore, such
Interested Persons shall not act as proxies in relation to such resolution unless voting instructions have been given by a
Shareholder.
from making any recommendations or vote on any matter in connection with the IPTs. Save as disclosed herein, none of the
Directors or Substantial Shareholders of the Company has any interest, direct or indirect, in the IPTs.
Appendix and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Appendix
constitutes full and true disclosure of all material facts about the proposed renewal of the IPT Mandate, the issuer and its
subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement of this Appendix
misleading. Where information in the Appendix has been extracted from published or otherwise publicly available sources
or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been
accurately and correctly extracted from those sources and/or reproduced in the Appendix in its proper form and context.
Transfer Office, M & C Services Private Limited at 112 Robinson Road #05-01, Singapore 068902 during normal business
hours from the date hereof up to and including the date of the AGM:
TUNG LOK RESTAURANTS (2000) LTD
Mr Tjioe Ka Men
Executive Chairman
(Incorporated in the Republic of Singapore)
Registration No. 200005703N
(Please see notes overleaf before completing this Form)
shares, this Report is forwarded to them at the request of the CPF
Approved Nominees and is sent solely FOR INFORMATION ONLY.
ineffective for all intents and purposes if used or purported to be used by
them.
submit their requests through their CPF Approved Nominees within the
timeframe specified. If they also wish to vote, they must submit their
voting instructions to the CPF Approved Nominees within the timeframe
specified to enable them to vote on their behalf.
No. of Shares %
No. of Shares %
Address
Meeting of the Company to be held at Orchard Parade Hotel, 1 Tanglin Road, Level 2, Antica Ballroom, Singapore 247905 on
Tuesday, 30 July 2013 at 11:00 a.m. and at any adjournment thereof.
proposed at the Meeting as indicated hereunder. In the absence of specific directions, the proxy/proxies will vote or abstain as he/
they may think fit, as he/they will on any other matter arising at the Meeting).
1 Receive of Reports and Accounts
Register (as defined in Section 130A of the Singapore Companies Act, Chapter 50), 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.
proxies to attend and vote instead of him. A proxy need not be a member of the Company.
his shareholding (expressed as a percentage of the whole) to be represented by each proxy.
Road #05-03, Peace Centre, Singapore 228149, not less than 48 hours before the time appointed for the Annual General
Meeting.
in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either
under its common seal or under the hand of an officer or attorney duly authorised.
or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of
proxy, failing which the instrument may be treated as invalid.
it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Singapore
Companies Act, Chapter 50.
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 Annual General Meeting, as
certified by The Central Depository (Pte) Limited to the Company.
Company Registraton No. 20000
n
g Lo
estau
ts (
0
) Ltd
n
u
al R
o
rt 2
1
1
Securities Trading Limited (“SGX-ST”). The Company’s Sponsor has not independently verifi ed the contents of this annual report
including the correctness of any of the statements or opinions made or reports contained in this annual report.
Name: Mr Thomas Lam (Registered Professional, KW Capital Pte. Ltd.) Address: 80 Raffl es Place, #25-01 UOB Plaza 1, Singapore 048624
Tel: 6238 337
Chairman’s Statement
Board of Directors
Financial Reports
Dear Shareholders,
Lok Restaurants (2000) Ltd (“Tung Lok” or the “Group”) for the
financial year ended 31 March 2011 (“FY11”) which marks the tenth
anniversary of our listing on the Singapore Exchange in March 2001.
I am pleased that the Group has delivered a highly commendable
scorecard as we commemorate a decade as a public company
committed to delivering shareholder value.
three years ago, we have embarked on major efforts to increase
internal efficiencies and improve marketing. These efforts included
increasing automation, centralising more kitchen and procurement
functions as well as stepping up staff training. Concurrent with these
efforts to improve productivity, we also streamlined our marketing
strategy to focus more on mid-range and family-style restaurants.
we were able to reap the benefits fully in the year under review.
Revenue increased by 16% to S$94.3 million in FY11 from S$81.3
million in FY10 (when we were still feeling the effects of the economic
crisis). Sales volume rose as we opened four new outlets – including
Asian fast-food outlet Ruyi – in the second half.
in line with productivity improvements. Gross profit increased by
17% to S$65.9 million from a year earlier, outpacing revenue growth
of 16%. Net profit attributable to shareholders rose to S$4.0 million
in FY11, 525% higher than S$650,000 a year ago. Earnings per share
rose to 2.90 cents for FY11 from 0.46 cent for FY10 while net asset
value per share rose to 7.04 cents at the end of FY11 from 4.08 cents
a year earlier.
venture (compared to last year’s S$320,000 loss) following the
reversal of accrued liabilities after finalising the closure of a China
outlet. Share of profit from associates was little changed at S$176,000
despite share of start-up losses of S$100,000 from new associates.
from S$2.3 million in FY10 as the cessation of the Government’s Jobs
Credit Scheme (resulting in a reduction of S$900,000) was offset by a
S$700,000 training and capability development grant.
of Directors has proposed a fi rst and fi nal tax exempt (one-tier)
dividend of 0.5 Singapore cent per ordinary share, amounting
to S$700,000 and representing 17% of net profi ts, subject to
shareholders’ approval.
effi ciency and marketing as consumer sentiment improved during
the year under review.
comprising 28 of its own restaurants, eight as associates or joint-
ventures and eight under management.
in improving operations at our central kitchen in Bukit Batok,
centralised more procurement activities, and increased automation
and skills training. These have helped raise productivity at the back-
end and service levels at our individual outlets, reducing pressures
on manpower in a tight labour market in Singapore.
our laurels. Despite the economic recovery and more tourist
arrivals because of the two new integrated resorts, the Singapore
food and beverage sector is highly competitive, faces manpower
shortages and constantly has to contend with increases in food
costs.
operations and improve productivity. New automation technology
will be rolled out in more outlets and training stepped up to equip
staff with the skills to deliver improved service and cuisine.
have reviewed our portfolio of restaurants and have concluded
that the Tung Lok brand is a household name and asset we can
build upon even as we open more new outlets, particularly in
the mid-range category. Our marketing efforts will include digital
strategies to tap the social media and younger patrons.
Non-Independent and Non-Executive Director (on 1 September
2010) of the Board. With the dissolution of the Executive
Committee on 7 March 2011, Mr Wee was appointed to the
Nominating Committee of the Board and Ms Juliette Lee Hwee
Khoon to the Remuneration Committee of the Board.
Operating Offi cer.
combined result of hard work by committed management and staff
executing a clear strategy to improve effi ciency and marketing.
Their efforts would have been in vain if not for the support of our
customers, directors, business partners, banker, suppliers, and
our loyal shareholders. To all of you, let me extend the heartfelt
appreciation of the Board. We seek your continued support even
as we join hands to bring Tung Lok to greater heights.
Ms Tjioe Ka In
Mr Ch’ng Jit Koon
Mr Tjioe Ka Men
Mr Wee Kheng Jin
Ker Sin Tze (Dr)
Ker Sin Tze (Dr)
Mr Ch’ng Jit Koon
Mr Wee Kheng Jin
Restated*
& Associates
31 Mar
31 Mar
31 Mar
31 Mar
31 Mar
Restated*
2000, and is a Member of the Nominating Committee. In July
and was last re-elected on 27 July 2009. She joined Tung Lok
Director of our Company on 1 March 2001 and was last re-
on 1 March 2001 and was last re-elected on 28 July 2008. He is
on 20 December 2002 and was last re-appointed on 23 July 2010.
of our Company on 1 September 2010. He will seek re-election
our Company on 23 June 2011. He will seek re-election at the
Chief Operating Officer
Chinois, as Deputy General Manager. In 2001, he was promoted to
Senior General Manager.
2008, became Executive Vice President, overseeing the operations
of the Group’s stable of restaurants while assisting the Executive
Chairman in new business development.
manage the Group’s restaurant operations and food services,
improving productivity and efficiency, and business development.
Hotel Management. Prior to joining Tung Lok Group, he had gained
a wealth of experience in the F&B trade in the last two decades,
having worked at well-known establishments such as Hayman
Island Resort Hotel, Queensland; Conrad International, Hong Kong;
and Stamford Hotels & Resorts, Sydney.
Chief Financial Officer
for the finance and accounting functions of Natsteel Electronics
Ltd and its subsidiaries. Armed with many years of financial and
business experience in both local and international companies,
his portfolio includes heading the Finance & MIS department at
Olivetti Singapore before moving to Singapore Technologies. Lim
Quee Teck is a Certified Public Accountant.
Senior Vice President, Administration
Jocelyn is armed with many years of experience in purchasing,
administration and human resources. In her current capacity as
Senior Vice President, Jocelyn ensures the constant and prompt
supply of quality products and materials crucial to the operations
of the restaurants. She also oversees the Human Resources and
Administrative functions of the Group, and works closely with
tertiary education centres and recruitment agencies to identify and
hire talents.
Senior Vice President, Banquet and Catering Sales
years, he had worked in various hotels from Boulevard Hotel to
Le Meridien Singapore, as well as Fort Canning Country Club. In
his current capacity, Vincent is overall responsible for the banquet
and catering operations of the Group. A graduate from SHATEC, he
Association, Premier Sales & Marketing for hospitality professionals
from Asia Connect & HSMAI Asia Pacific and ‘More Sales Thru
Service Excellence’ from the Marketing Institute of Singapore. At
the Singapore Excellent Service Award 2004 organised by Spring
Singapore and Singapore Tourism Board, Vincent was presented with
the Star Award for his outstanding contribution and commitment to
providing top quality service.
Vice President, Operations, Training & Customer Services
as its Onboard Services-Chief Purser and Instructor based in
Singapore. During his fifteen years’ service with United Airlines, he
taught trainees on customer service excellence, food and beverage
presentation skills, onboard marketing, and product offering,
amongst other training programmes. His personal achievements
included the “Five Star Diamond Award”, “Most Valuable Player
Corporate Award”, as well as Employee of the Year 1998. In his
current role, Woody is responsible for the Group’s training in areas
such as customer relationship management and service excellence.
He also oversees the daily operations of Garuda Padang Cuisine.
Senior Vice President, Marketing & Corporate Communications
Manager. Armed with years of experience in the marketing
communications field, mainly from the hotel industry, her past
employments include top hotel chains such as Westin, Hyatt,
Holiday Inn, Raffles and Millennium & Copthorne International.
In 2003, she was promoted to Director of Marketing, and in
2007, was appointed Vice President – Marketing & Corporate
Communications. In her current capacity as Senior Vice President,
she is in charge of the Marketing, Loyalty Programme, and Graphics
Design teams, spearheading the marketing, promotional, public
relations, and membership activities of the Group. She is also
responsible for strategising plans to maintain the corporate and
brand identity of the Group, as well as handling Special Projects.
Carolyn holds a Bachelor of Arts in Mass Communications from the
Royal Melbourne Institute of Technology.
Senior Vice President, Operations
Tung Lok Restaurant. Subsequently, she became General Manager
of Paramount Restaurant in 1993. In her current capacity as
Senior Vice President, Operations, she manages and oversees the
daily operations of Tung Lok Seafood, as well as spearheads the
implementation of the 5-S system to improve workplace organization
in the Group’s restaurants, and mentoring younger managers.
governance within the Group. This report describes the corporate governance framework and practices of the Company with specific
reference made to each of the principles of the Code of Corporate Governance 2005 (the “Code”). The Company will continue
to improve its systems and corporate governance processes in compliance with the Code.
for the success of the company. The Board works with Management to achieve this and the Management remains accountable
to the Board.
of Association allow a board meeting to be conducted by way of a telephone conference or by means of a similar communication
equipment whereby all persons participating in the meeting are able to hear each other.
(“FY2011”) is as follows :
MEETING
COMMITTEE
COMMITTEE#
COMMITTEE
COMMITTEE
Koon
Lee Hwee
Khoon*
Jin**
Hui***
** Appointed as Non Executive and Non-Independent Director and a Member of the Audit Committee on 1 September 2010/
*** Appointed as Non Executive and Non-Independent Director on 23 June 2011
# Executive Committee was dissolved on 7 March 2011
(1) reviewing and adopting a strategic plan for the Company;
(2) overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed; and
(3) establishing a framework for proper internal controls and risk management.
corporate or financial restructuring and share issuances. Specific Board approval is required for any investments or expenditure
exceeding $200,000/- in total. Additionally, the Board delegates certain of its functions to the Executive, Audit, Nominating and
Remuneration Committees.
basis. The effectiveness of each Committee is also constantly reviewed by the Board.
following members: –
Dr Ker Sin Tze (Independent Director)
Mr Ch’ng Jit Koon (Independent Director)
Mr Tjioe Ka Men (Chairman of the Board)
Ms Tjioe Ka In (Executive Director)
monitors the effectiveness of the policies set down by the Board and make recommendations or changes to the policies with the
Group’s financial objectives in mind. In addition, the EXCO recommends to the Board investments, acquisitions or disposals and
monitors the funding needs of the Group. It also reviews the financial performance of the Group and initiates actions as are appropriate
for the management of the Group. The EXCO was dissolved on 7 March 2011 as part of the terms of reference of the
EXCO will be covered by the Audit Committee and the remaining terms of reference will be more effectively deliberated directly at
the board level.
senior executives are encouraged to undergo relevant training to enhance their skills and knowledge, particularly on new laws and
regulations affecting the Group’s operations.
affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to
dominate the Board’s decision making.
and two (2) non-executive and non-independent directors . As at the date of this report, the Board comprises the following members:
Ms Tjioe Ka In (Executive Director)
Dr Tan Eng Liang (Non-Executive and Independent Director)
Dr Ker Sin Tze (Non-Executive and Independent Director)
Mr Ch’ng Jit Koon (Non-Executive and Independent Director)
Mr Goi Seng Hui (Non-Executive and Non-Independent Director) (Appointed on 23 June 2011)
Mr Wee Kheng Jin (Non-Executive and Non-Independent Director) (Appointed on 1 September 2010)
Ms Juliette Lee Hwee Khoon (Non-Executive and Non-Independent Director) (Resigned on 23 June 2011)
who has no relationship with the Company, its related companies or officers that could interfere, or be reasonably perceived to
interfere, with the exercise of the director’s independent judgement of the conduct of the Group’s affairs.
Group’s operations and the Board as a whole, possesses core competencies required for the effective conduct of the Group’s affairs.
Profiles of the Directors are found in the “Board of Directors” section of this Annual Report.
responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual
represents a considerable concentration of power.
workings of the Board and, together with Audit Committee, ensures the integrity and effectiveness of the governance process of
the Board.
the Board, it is not necessary to separate the functions of Executive Chairman and Chief Executive Officer.
the effectiveness of the Board.
executive director and one is a non-executive and non-independent director as follows: -.
Dr Tan Eng Liang
Mr Ch’ng Jit Koon
Mr Tjioe Ka Men
Mr Wee Kheng Jin (Appointed on 7 March 2011)
amongst others :-
effectiveness of the Board; and
(“AGM”). Accordingly, the Directors will submit themselves for re-nomination and re-election at regular intervals of at least once every
three years.
to Article 97 of the Company’s Articles of Association and the re-appointment of Mr Ch’ng Jit Koon and Dr Tan Eng Liang pursuant to
Section 153(6) of the Companies Act at the forthcoming AGM.
corporate affairs independently, and no individual or small group of individuals dominate the Board’s decision making.
and nomination process.
such multiple board representations do not hinder them from carrying out their duties as directors. These directors would widen
the experience of the Board and give it a broader perspective.
director assessed the performance of the Board as a whole and himself. The NC Chairman would then assess each director and the
Board’s performance as a whole. The assessment parameters include attendance record at the meetings of the Board and the relevant
committees, intensity of participation at meetings, quality of discussions and any special contributions. The performance criteria do
not include the financial indicators set out in the Code as guides for the evaluation of the Board as the Board is of the view that the
aforesaid indicators are more appropriate measures of Board’s performance. The performance measurements ensure that the mix of
skills and experience of the directors continue to meet the needs of the Group. The NC is of the view that each individual director has
contributed to the effectiveness of the Board as a whole.
prior to board meetings and on an on-going basis.
yearly management accounts, the EXCO with quarterly management accounts and all relevant information. In addition, all relevant
information on material events and transactions are circulated to directors as and when they arise. Whenever necessary, senior
management staff will be invited to attend the Board meetings and Audit Committee meetings to answer queries and provide detailed
insights into their areas of operations. A quarterly report of the Group’s activities is also provided to the EXCO.
necessary, at the Company’s expense.
and of the Group at all times in carrying out their duties. The Company Secretary is represented at all board meetings and audit
committee meetings. The Company Secretary assists the Board to ensure that Board procedures are followed and that applicable rules
and regulations are complied with.
remuneration packages of individual directors. No director should be involved in deciding his own remuneration.
successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive
directors’ remuneration should be structured so as to link rewards to corporate and individual performance.
adopted specific terms of reference.
Dr Tan Eng Liang
Dr Ker Sin Tze
Ms Juliette Lee Hwee Khoon (Appointed on 7 March 2011 and resigned on 23 June 2011)
(i) a framework of remuneration and to determine the specific remuneration packages and terms of employment for each
(ii) a framework of remuneration and specific remuneration packages for non-executive directors; and
(iii) remuneration of employees related to the executive directors and controlling shareholders of the Group.
Schemes or any long term incentive schemes which may be set up from time to time and to do all acts necessary in connection
therewith; and
imposed upon the RC by the Board of Directors from time to time.
be covered;
performance-related element coupled with appropriate and meaningful measures of assessing individual executive directors’
performances; and
the Group’s staff remuneration guidelines and commensurate with their respective job scopes and levels of responsibilities.
contracts. They are paid a basic fee and additional fees for serving on any of the Committees.
be reviewed by the RC.
for setting remuneration in the company’s 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.
March 2011 are as follows:
Band
Based Bonuses
Benefits
by the RC. According to the respective contracts :-
performance; and
an executive director.
and its Remuneration Committee. The Board will respond to any queries raised at AGMs pertaining to such policies. Accordingly, it is
the opinion of the Board that there is no necessity for such policies to be approved by the shareholders.
FY2011 is as follows :-
Executive
Band
Salary
%
Performance
Based Bonuses
%
Other
Benefits
%
Total
%
of material information to shareholders in compliance with statutory requirements and the Listing Manual of the Singapore Exchange
Securities Trading Limited (“SGX-ST”).
simultaneously with such meetings. Financial results and annual reports will be announced or issued within legally prescribed periods.
independent :
Dr Ker Sin Tze
Mr Ch’ng Jit Koon
Mr Wee Kheng Jin (Appointed on 1 September 2010)
Ms Juliette Lee Hwee Khoon (Resigned on 23 June 2011)
investigations into any matter, which has or is likely to have material impact on the Group’s operating results or financial results.
auditors and the assistance given to them by management.
services would not in the AC’s opinion affect the independence of the external auditors.
controls, including financial, operational and compliance controls. Material non-compliance and internal control weaknesses noted
during their audit are reported to the AC together with their recommendations. The internal auditors follow up on the external auditors’
recommendations in a joint effort to strengthen the Group’s internal control systems.
satisfied that there are adequate internal controls in the Group.
Head of Human Resource to raise concerns about improprieties.
investments and the company’s assets.
compliance controls, and risk management policies and systems, is conducted annually. In this respect, the AC will review the audit
plans of the internal and external auditors, and the findings of the internal and external auditors and will ensure that the Company
follows up on the auditors’ recommendations raised, if any, during the audit process.
and reliable financial information, as well as management of business risks with a view to safeguarding shareholders’ investments and
the Company’s assets. The risk management framework implemented provides for systematic and structured review and reporting of
the assessment of the degree of risk, evaluation and effectiveness of controls in place and the requirements for further controls.
Financial Officer on administrative matters. The internal audit plan is approved by the AC. The results of the audit findings are submitted
to the AC for its review at its meeting. The scope of the internal audit covers the audits of all operations.
of the current scale of operations.
communicate their views on various matters affecting the Company.
be informed of all major developments that impact the Group.
(b) Annual Report prepared and issued to all shareholders;
(c) Press releases on major developments of the Group;
(d) Notices of and explanatory memoranda for AGM and extraordinary general meetings (“EGM”); and
(e) Company’s website at www.tunglok.com at which shareholders can access information on the Group.
Nominating Committees are normally available at the meetings to answer any question relating to the work of these committees. The
External Auditors shall also be present to assist the Directors in addressing any relevant queries by the shareholders.
strategy and goals. Notices of the meetings are advertised in newspapers and announced on SGXNET.
month prior to the announcement of the Company’s half yearly and yearly results as the case may be, and ending on the date of the
announcement of the relevant results. Directors and employees are expected to observe the insider trading laws at all times even when
dealing in securities within permitted trading period.
review and approval of the interested person transactions entered into by the Group. The Audit Committee has reviewed the rationale
and terms of the Group’s interested person transactions and is of the view that the interested person transactions are on normal
commercial terms and are not prejudicial to the interests of the shareholders.
during the fi nancial year under review (excluding
transactions less than $100,000 and transactions
conducted under shareholders’ mandate pursuant
to Rule 920)
transactions conducted under shareholders’
mandate pursuant to Rule 920 (excluding
transactions less than $100,000)
2) Orchard Central Pte Ltd
$681,000
mandate.
shareholders subsisted at the end of the fi nancial year or have been entered into since the end of the previous fi nancial year except
one of its wholly-owned subsidiaries entered into two rental contracts with one of its controlling shareholders as announced on
28 February 2011 and 18 March 2011 and as disclosed in Note 33, Operating Lease Arrangements of the notes to fi nancial statement.
Pte. Ltd. There was no non-sponsor fee paid to the Sponsor.
Independent Auditors’ Report
Statements of Financial Position
Consolidated Statement of Comprehensive
Income
Statements of Changes in Equity
Consolidated Statement of Cash Flows
Notes to Financial Statements
Statistics of Shareholdings
position and statement of changes in equity of the company for the financial year ended March 31, 2011.
Tjioe Ka In
Ker Sin Tze (Dr)
Tan Eng Liang (Dr)
Ch’ng Jit Koon
Juliette Lee Hwee Khoon
Wee Kheng Jin (Appointed on September 1, 2010)
BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES
is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debentures in the company
or any other body corporate.
the company and related corporations as recorded in the register of directors’ shareholdings kept by the company under Section
164 of the Singapore Companies Act except as follows:
in name of director
deemed to have an interest
of year
of year
of year
At end
of year
Tjioe Ka In 54,000 54,000 53,200,000 53,200,000
the company and all the related corporations of the company.
be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the company or a related
corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial
interest except for salaries, bonuses and other benefits as disclosed in the financial statements. Certain directors received
remuneration from related corporations in their capacity as directors and/or executives of those related corporations.
granted.
exercise of an option to take up unissued shares.
option.
than Juliette Lee Hwee Khoon and Wee Kheng Jin.
Ker Sin Tze (Dr)
Ch’ng Jit Koon
Juliette Lee Hwee Khoon
Wee Kheng Jin
where relevant, with the executive directors and external and internal auditors of the company:
accounting controls;
to the Board of Directors of the company and external auditors’ report on those financial statements;
the company and the group;
for it to discharge its functions properly. It also has full discretion to invite any director and executive officer to attend its
meetings. The external and internal auditors have unrestricted access to the Audit Committee.
external auditors of the group at the forthcoming AGM of the company.
Tjioe Ka In
Date: June 22, 2011
of changes in equity of the company as set out on pages 25 to 77 are drawn up so as to give a true and fair view of the state of affairs of
the group and of the company as at March 31, 2011, and of the results, changes in equity and cash flows of the group and changes in
equity of the company for the financial year then ended and at the date of this statement, with the continued financial support by one
of its major shareholders, there are reasonable grounds to believe that the company will be able to pay its debts when they fall due.
Tjioe Ka Men
Tjioe Ka In
Singapore
Date: June 22, 2011
to the Members of Tung Lok Restaurants (2000) Ltd
comprise the statements of financial position of the group and the company as at March 31, 2011, and the statement of comprehensive
income, statement of changes in equity and statement of cash flows of the group and the statement of changes in equity of the company
for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 25 to 77.
of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards and for devising and maintaining a system of
internal accounting controls sufficient to provide reasonable assurance that assets are safeguarded against loss from unauthorised use
or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and
fair balance sheets and profit and loss accounts and to maintain accountability of assets.
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.
procedures selected depend on the auditor’s judgement, 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 the internal control relevant to the
entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
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 March 31, 2011 and of the
results, changes in equity and cash flows of the group and changes in equity of the company for the year ended on that date.
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
Public Accountants and
Certified Public Accountants
Partner
Date: June 22, 2011
March 31, 2011
Cash and bank balances 6 18,403,468 16,173,890 171,663 164,722
Trade receivables 7 1,068,109 1,398,334 – –
Other receivables and prepayments 8 893,337 684,850 2,775,991 20,810
Inventories 9 2,102,345 1,989,086 – –
Total current assets 22,467,259 20,246,160 2,947,654 185,532
Trade receivables – non-current 7 94,126 124,579 – –
Other receivables – non-current 8 133,880 – – –
Long-term security deposits 10 1,930,813 1,807,470 – –
Subsidiaries 11 – – 4,728,580 4,434,239
Joint ventures 12 – – 75,000 60,000
Associates 13 891,409 110,329 – –
Available-for-sale investments 14 – 125,000 – –
Other intangible asset 15 12,430 32,446 – –
Goodwill 16 – – – –
Property, plant and equipment 17 12,103,222 13,638,536 – –
Total non-current assets 15,165,880 15,838,360 4,803,580 4,494,239
March 31, 2011
See accompanying notes to financial statements.
Group Company
Note 2011 2010 2011 2010
Trade payables 18 7,063,476 7,568,547 – —
Other payables 19 11,795,478 13,191,518 5,986,037 3,995,775
Current portion of finance leases 20 262,206 271,222 – –
Bank loans – current portion 21 1,992,996 2,173,288 – –
Income tax payable 723,237 216,474 – –
Total current liabilities 21,837,393 23,421,049 5,986,037 3,995,775
Other payables – non-current 19 490,240 287,879 – –
Finance leases 20 239,843 380,869 – –
Long-term bank loans 21 4,015,424 4,558,267 – –
Deferred tax liabilities 22 629,064 688,528 – –
Total non-current liabilities 5,374,571 5,915,543 – –
Share capital 23 10,269,503 10,269,503 10,269,503 10,269,503
Currency translation deficit (34,573) (122,023) – –
Accumulated losses (373,237) (4,433,633) (8,504,306) (9,585,507)
Equity attributable to owners of the company 9,861,693 5,713,847 1,765,197 683,996
Non-controlling interests 559,482 1,034,081 – –
Total equity 10,421,175 6,747,928 1,765,197 683,996
year ended March 31, 2011
$ $
Cost of sales (28,384,873) (25,086,463)
Gross profit 65,918,564 56,256,750
Other operating income 25 2,141,363 2,278,635
Administrative expenses (29,677,366) (27,523,170)
Other operating expenses 26 (33,745,887) (29,306,568)
Share of profit (loss) of joint ventures 12 217,875 (320,763)
Share of profit of associates 13 176,168 184,742
Finance costs 27 (342,610) (289,905)
Profit before tax 4,688,107 1,279,721
Income tax expense 28 (747,806) (555,343)
Profit for the year 29
Exchange differences on translation of foreign operations representing total
Total comprehensive income for the year, net of tax
Owners of the company 4,060,396 649,570
Non-controlling interests (120,095) 74,808
Owners of the company 4,147,846 859,791
Non-controlling interests (124,599) 71,051
Basic 30 2.90 0.46
year ended March 31, 2011
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capital (losses) profits Net
Company
year ended March 31, 2011
Note 2011 2010
$ $
Profit before tax 4,688,107 1,279,721
Adjustments for:
Other receivable written off – third party – 30,935
Bad debts recovered – other receivables (third party) (47,071) –
Share of (profit) loss of joint ventures (217,875) 320,763
Share of profit of associates (176,168) (184,742)
Depreciation of property, plant and equipment 3,688,557 3,028,683
Amortisation of other intangible asset 20,016 20,016
Impairment of available-for-sale investments 100,000 –
Impairment of goodwill from joint venture – 204,158
Impairment loss on property, plant and equipment 1,322,238 100,172
Allowance for merchandise written down – 70,659
Interest income (31,365) (57,305)
Interest expense 342,610 289,905
Loss on disposal of property, plant and equipment 46,607 270,223
Other receivables and prepayments (142,178) 160,400
Inventories (113,259) (131,365)
Long-term security deposits (123,343) (84,182)
Trade payables (505,071) 1,684,626
Other payables (503,550) 2,119,771
Income tax paid (300,507) (238,893)
year ended March 31, 2011
See accompanying notes to financial statements.
Note 2011 2010
$ $
Interest received 19,209 48,373
Proceeds from disposal of property, plant and equipment 43,453 5,251
Purchase of property, plant and equipment A (4,366,879) (4,581,957)
Advances to joint venture – (309,734)
Advances to associate (150,000) –
Advances to investee company (35,000) –
Acquisition of investment in associates (575,000) –
Acquisition of additional equity interest in joint venture B – (300,000)
Acquisition of available-for-sale investment – (25,000)
Payment to non-controlling shareholders of subsidiaries (350,000) (233,573)
Receipt from non-controlling shareholders of subsidiaries 350,000 60,000
Proceeds from bank loans 1,600,000 4,782,680
Repayment of bank loans (2,323,135) (1,468,090)
Repayment of obligations under finance leases (150,042) (332,686)
Cash and bank balances at the beginning of the year 16,173,890 10,438,629
Effect of foreign exchange rate changes 39,146 47,146
Cash and bank balances at the end of the year 18,403,468 16,173,890
: $5,866,767) of which $128,260 (2010 : $Nil) was acquired under finance lease arrangements and $1,130,693 (2010 :
$2,059,782) remains unpaid at the end of the reporting period. Cash payments of $4,366,879 (2010 : $4,581,957) were made
to purchase property, plant and equipment.
March 31, 2011
business at 298 Tiong Bahru Road, #14-01/04, Central Plaza, Singapore 168730 and its registered office at 1 Sophia Road,
#05-03 Peace Centre, Singapore 228149. The financial statements are expressed in Singapore dollars.
realisation of assets and the satisfaction of liabilities in the normal course of business. As at March 31, 2011, the company’s
current liabilities exceeded its current assets by $3,038,383 (2010 : $3,810,243).
flows from the group’s restaurant operations and the continual financial support by one of its major shareholders, Zhou
Holdings Pte Ltd.
operating activities.
banks’ committed lines and the financial support by Zhou Holdings Pte Ltd, the group and company will be able to meet their
obligations as and when they fall due.
concern basis.
of the company for the year ended March 31, 2011 were authorised for issue by the Board of Directors on June 22, 2011.
disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Companies
Act and Singapore Financial Reporting Standards (“FRS”).
new and revised FRSs and Interpretations of FRS (“INT FRS”) that are relevant to their operations and effective for the group’s
and company’s annual reporting periods beginning on or after April 1, 2010. The adoption of these new/revised FRSs and INT
FRSs does not result in changes to the group’s and company’s accounting policies and has no material effect on the amounts
reported for the current or prior years, including the following:
March 31, 2011
acquisition date is on or after April 1, 2010. The main impact of the adoption of FRS 103 (2009) Business Combinations on the
group has been:
to as ‘minority’ interests) either at fair value or at the non-controlling interests’ share of the fair value of the identifiable
net assets of the acquiree. Consequently, the goodwill recognised in respect of that acquisition includes the impact of the
difference between the fair value of the non-controlling interests and their share of the fair value of the identifiable net
assets of the acquiree;
version of the Accounting Standard, contingent consideration was recognised at the acquisition date only if payment of the
contingent consideration was probable and it could be measured reliably; any subsequent adjustments to the contingent
consideration were recognised against goodwill. Under the revised Accounting Standard, contingent consideration is
measured at fair value at the acquisition date; subsequent adjustments to the consideration are recognised against goodwill
only to the extent that they arise from better information about the fair value at the acquisition date, and they occur within
the ‘measurement period’ (a maximum of 12 months from the acquisition date). All other subsequent adjustments are
recognised in profit or loss;
Accounting Standard requires the recognition of a settlement gain or loss; and
those costs being recognised as an expense in the consolidated profit or loss as incurred, whereas previously they were
accounted for as part of the cost of the acquisition.
been applied retrospectively (subject to specified exceptions) in accordance with the relevant transitional provisions. The
revised Standard has affected the group’s accounting policies regarding changes in ownership interests in its subsidiaries that
do not result in a change in control.
same manner as the acquisition of subsidiaries, with goodwill or a bargain purchase gain being recognised where appropriate;
for decreases in interests in existing subsidiaries that did not involve a loss of control, the difference between the consideration
received and the carrying amount of the share of net assets disposed of was recognised in profit or loss. Under FRS 27 (2009),
all such increases or decreases are dealt within equity reserve, with no impact on goodwill or profit or loss.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
the group derecognise all assets, liabilities and non-controlling interests at their carrying amount. Any retained interest in the
former subsidiary is recognised at its fair value at the date control is lost, with the gain or loss arising recognised in profit or loss.
re-acquisition of any retained interest at fair value. Therefore, when significant influence is lost, the investor measures any
investment retained in the former associate at fair value, with any consequential gain or loss recognised in profit or loss.
to the group and company were issued but not effective:
• Improvements to Financial Reporting Standards (issued in October 2010)
a material impact on the financial statements of the group and of the company in the period of their initial adoption, except
the following:
Standard clarifies the definition of a related party and consequently additional parties may be identified as related to the
reporting entity. In the period of initial adoption, the changes to related party disclosures, if any, will be applied retrospectively
with restatement of the comparative information.
entities controlled by it (its subsidiaries). Control is achieved where the company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
with those used by other members of the group.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
shareholders may be initially measured (at date of original business combination) either at fair value or at the non-controlling
interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is
made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total
comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a
deficit balance.
carrying amounts of the group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair
value of the consideration paid or received is recognised directly in equity and attributed to owners of the company.
aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying
amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously
recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or
transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were
disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the
fair value on initial recognition for subsequent accounting under FRS 39 Financial Instruments: Recognition and Measurement
or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.
impairment in net recoverable value that has been recognised in profit or loss.
each acquisition is measured at the aggregate, at the acquisition date the fair values of assets given, liabilities incurred by the
group to the former owners of the acquiree, and equity interests issued by the group in exchange for control of the acquiree.
Acquisition-related costs are recognised in profit or loss as incurred.
arrangement, measured at its acquisition-date at fair value. Subsequent changes in such fair values are adjusted against the
cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes
in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the
contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an
asset or a liability is remeasured at subsequent reporting dates in accordance with FRS 39 Financial Instruments: Recognition
and Measurement, or FRS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding
gain or loss being recognised in profit or loss.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
to fair value at the acquisition date (i.e. the date the group attains control) and the resulting gain or loss, if any, is recognised in
profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised
in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest
were disposed of.
recognised at their fair value at the acquisition date, except that:
measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Benefits respectively;
measured in accordance with FRS 102 Share-based Payments; and
Sale and Discontinued Operations are measured in accordance with that Standard.
occurs, the group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts
are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new
information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected
the amounts recognised as of that date.
facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year from acquisition date.
position when the group becomes a party to the contractual provisions of the instrument.
income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the expected life of the financial instrument, or where appropriate,
a shorter period. Interest income and expense are recognised on an effective interest basis for debt instruments.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially
measured at fair value plus transaction costs.
value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value are recognised in
other comprehensive income with the exception of impairment losses, interest calculated using the effective interest method
and foreign exchange gains and losses on monetary assets which are recognised directly in profit or loss. Where the investment
is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in other comprehensive income
and accumulated in revaluation reserve is reclassified to profit or loss. Dividends on available-for-sale equity instruments are
recognised in profit or loss when the group’s right to receive payments is established.
are classified as “loans and receivables”. Loans and receivables are measured at amortised cost using the effective interest
method less impairment. Interest is recognised by applying the effective interest rate method, except for short-term receivables
when the recognition of interest would be immaterial.
value.
where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the
financial asset, the estimated future cash flows of the investment have been impacted.
considered to be objective evidence of impairment.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could
include the group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio
past the average credit period of 30 days, as well as observable changes in economic conditions that correlate with default on
receivables.
and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount
of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables
where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it
is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the
allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.
in other comprehensive income are reclassified to profit or loss. With the exception of available-for-sale equity instruments, if,
in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event
occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss
to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised
cost would have been had the impairment not been recognised.
through profit or loss. Any subsequent increase in fair value after an impairment loss is recognised in other comprehensive
income.
the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the group neither
transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the
group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the group retains
substantially all the risks and rewards of ownership of a transferred financial asset, the group continues to recognise the
financial asset and also recognises a collateralised borrowing for the proceeds received.
arrangements entered into and the definitions of a financial liability and an equity instrument.
liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis.
effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption
of borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing
costs.
of obligation under the contract recognised as a provision in accordance with FRS 37 Provisions, Contingent Liabilities and
Contingent Assets and the amount initially recognised less cumulative amortisation in accordance with FRS 18 Revenue.
expire.
of ownership to the lessee. All other leases are classified as operating leases.
at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of
financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of
the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in
accordance with the group’s general policy on borrowing costs (see below). Contingent rentals are recognised as expenses in
the periods in which they are incurred.
unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset
are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are
incurred.
aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another
systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
comprises all costs of purchase and those overheads that have been incurred in bringing the inventories to their present location
and condition. Cost is calculated using the first-in-first-out method. Net realisable value represents the estimated selling price
less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
any accumulated impairment losses.
the following bases:
3
%
3
%
Motor vehicles – 20%
effect of any changes in estimate accounted for on a prospective basis.
is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the
shorter of the lease term and its useful life.
between the sales proceeds and the carrying amounts of the asset and is recognised in profit or loss.
acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-
controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over
net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s
previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain
purchase gain.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
is allocated to each of the group’s cash-generating units expected to benefit from the synergies of the combination. Cash-
generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount
of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised
for goodwill is not reversed in a subsequent period.
Ventures” and “Associates” below.
impairment losses. Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated useful
lives. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the
effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives
are not amortised. Each period, the useful lives of such assets are reviewed to determine whether events and circumstances
continue to support an indefinite useful life assessment for the asset. Such assets are tested for impairment in accordance with
the policy below.
the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an
individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a
reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating
units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent
allocation basis can be identified.
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset, for which the estimates of future cash flows have not been adjusted.
amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately
in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is
treated as a revaluation decrease.
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.
A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of
the investee but is not control or joint control over those policies.
accounting, except when the investment is classified as held for sale, in which case it is accounted for under FRS 105 Non-
current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried
in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the group’s share of
the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess
of the group’s interest in that associate (which includes any long-term interests that, in substance, form part of the group’s
net investment in the associate) are not recognised, unless the group has incurred legal or constructive obligations or made
payments on behalf of the associate.
contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included
within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the
group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after
reassessment, is recognised immediately in profit or loss.
interest in the relevant associate.
an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating
to the activities require the unanimous consent of the parties sharing control.
of accounting. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial
position at cost as adjusted for post-acquisition changes in the group’s share of the net assets of the joint ventures, less any
impairment in the value of individual investments. Losses of a joint venture in excess of the group’s interest in that joint venture
(which includes any long-term interests that, in substance, form part of the group’s net investment in the joint venture) are not
recognised, unless the group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
contingent liabilities of the joint venture recognised at the date of acquisition is recognised as goodwill. The goodwill is
included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of
the group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition,
after reassessment, is recognised immediately in profit or loss.
group’s interest in the joint venture.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made of the amount
of the obligation.
end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is
measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash
flows.
receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable
can be measured reliably.
comply with the conditions attaching to them and the grants will be received. Government grants whose primary condition
is that the group should purchase, construct or otherwise acquire non-current assets are recognised as deferred income in the
statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the
related assets.
are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or
losses already incurred or for the purpose of giving immediate financial support to the group with no future related costs are
recognised in profit or loss in the period in which they become receivable.
amounts receivable for goods and services provided in the normal course of business, net of discounts and sales related taxes.
the food and beverages are delivered;
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
rate applicable.
assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added
to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income
earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
employees have rendered the services entitling them to the contributions. Payments made to state-managed retirement benefit
schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where the
group’s obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.
provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the
reporting period.
of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and
it further excludes items that are not taxable or tax deductible. The group’s liability for current tax is calculated using tax rate
(and tax laws) that have been enacted or substantively enacted in countries where the company and subsidiaries operate by
the end of the reporting period.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only recognised to the extent that it is probable that
there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected
to reverse in the foreseeable future.
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting
period. The measurement of deferred tax liabilities and assets reflects the tax consequence that would follow from manner in
which company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its
current tax assets and liabilities on a net basis.
credited or debited outside profit or loss (either in other comprehensive income or directly to equity), in which case the tax is
also recognised outside profit or loss (either in other comprehensive income or directly in equity, respectively) or where they
arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken
into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s
identifiable assets, liabilities and contingent liabilities over cost.
measured and presented in the currency of the primary economic environment in which the entity operates (its functional
currency). The consolidated financial statements of the group and the statement of financial position of the company are
presented in Singapore dollars, which is the functional currency of the company, and the presentation currency for the
consolidated financial statements.
March 31, 2011
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
currency are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each reporting period,
monetary items denominated in foreign currencies are retranslated at the rates prevailing on the end of the reporting
period. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates
prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost
in a foreign currency are not retranslated.
or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included
in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains
and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that
gain or loss is also recognised in other comprehensive income.
(including comparatives) are expressed in Singapore dollars using exchange rates prevailing on the end of the reporting
period. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless
exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions
are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate
component of equity. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to
that foreign operation accumulated in a separate component of equity, shall be reclassified from equity to profit or loss (as a
reclassification adjustment) when the gain or loss on disposal is recognised.
items that, in substance, form part of the net investment in foreign entities) are recognised in other comprehensive income and
accumulated in a separate component of equity (attributed to non-controlling interest, as appropriate).
foreign operation and translated at the closing rate.
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
March 31, 2011
process of applying the group’s accounting policies and that have the most significant effect on the amounts recognised in the
financial statements.
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 amounts of income tax payable and deferred
tax liabilities are disclosed in the statements of financial position and in Note 22 to the financial statements.
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year, are discussed below.
the value in use of these subsidiaries, joint ventures and associate. The value in use calculation requires the entity
to estimate the future cash flows expected from the cash-generating unit and an appropriate discount rate in order
to calculate the present value of the future cash flows. Management has evaluated the recoverable amount of those
investments based on such estimates and is confident that the allowance for impairment, where necessary, is adequate.
The carrying amounts of these investments at the end of the reporting period are stated in Notes 11, 12 and 13 to the
financial statements.
use calculation requires the group to estimate future cash flows expected to arise and a suitable discount rate in order
to calculate the present value of the cash flows. The carrying amount of property, plant and equipment at the end of
the reporting period was $12,103,222 (2010 : $13,638,536) after an impairment loss of $1,322,238 (2010 : $100,172)
was recognised during the financial year.
March 31, 2011
2011 2010 2011 2010
Financial assets
Available-for-sale investments – 125,000 – –
Financial guarantee contracts – – 447,215 213,282
strategies and its risk management philosophy. The group’s overall financial risk management programme seeks to
minimise potential adverse effects of financial performance of the group. Management provides written principles for
overall financial risk management and written policies covering specific areas, such as market risk (including interest
rate risk and foreign exchange risk), credit risk, liquidity risk, cash flow interest rate risk and investing excess cash.
measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.
market risk from changes in foreign exchange rates primarily with respect to the Renminbi. The group relies on
the natural hedges between such transactions.
assets and monetary liabilities are denominated in the respective group entities’ functional currencies, except as
indicated in the notes to the financial statements.
March 31, 2011
interest rates are determined at the banks’ prime rate plus an applicable margin. The group currently does not
use any derivative financial instruments to manage its exposure to changes in interest rates.
the end of the reporting period and the stipulated change taking place at the beginning of the financial year and
held constant throughout the reporting period in the case of instruments that have floating rates. A 50 basis
point increase or decrease is used when reporting interest rate risk internally to key management personnel and
represents management’s assessment of the possible change in interest rates.
profit for the year ended March 31, 2011 would decrease/increase by $30,042 (2010 : profit would decrease/
increase by $33,658) respectively. This is mainly attributable to the group’s exposure to interest rates on its
variable rate borrowings. Interest rate movements have no impact on the group’s equity.
interest-bearing instruments carry fixed interest and are measured as amortised cost.
loss to the group. The group has adopted a policy of only dealing with creditworthy counterparties as a means
of mitigating the risk of financial loss from defaults.
advances to joint venture and associate. Liquid funds are placed with banks with high credit ratings. The
credit risk with respect to the trade receivables is limited as the group’s revenue is generated mainly from
cash and credit card sales. Where transactions are conducted other than on a cash basis, the group practises
stringent credit review. Allowance for impairment is made where there is an identified loss event which, based
on previous experience, is evidence of a reduction in the recoverability.
the full guaranteed amount is claimed by the counterparty is $885,000 and $7,751,959 (2010 : $885,000 and
$8,268,646) respectively. Based on the expectations at the end of the reporting period, the group and company
consider that it is more likely than not that no amount will be payable under the arrangement. However, this
estimate is subject to change depending on the probability of the counterparty claiming under the guarantee
which is a function of the likelihood that the financial receivables held by the counterparty which are guaranteed
suffer credit losses.
March 31, 2011
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
iii) Credit risk management
losses, and the exposure to defaults from financial guarantees above, represents the group’s and the company’s
maximum exposure to credit risk without taking account of the value of any collateral obtained.
receivables are spread over a broad base of customers.
are disclosed in Notes 7 and 8 respectively.
regularly its liquidity reserves comprising free cash flows from its operations and undrawn credit facilities from
banks.
accounts. Depending on the specifics of the funding requirements, funding for its operating subsidiaries may be
either sourced directly from the group’s bankers or indirectly through the company.
contemplates the realisation of assets and the satisfaction of liabilities in the normal course of business. As at
March 31, 2011, the company’s current liabilities exceeded its current assets by $3,038,383 (2010 : $3,810,243).
future cash flows from the group’s restaurant operations and the continual financial support by one of its major
shareholders, Zhou Holdings Pte Ltd.
from their operating activities.
availability of banks’ committed lines and the financial support by Zhou Holdings Pte Ltd, the group and
company will be able to meet their obligations as and when they fall due.
Note 32, if the full guaranteed amount is claimed by the counterparty is $885,000 and $7,751,959 (2010 :
$885,000 and $8,268,646) respectively. The earliest period that the guarantee could be called is within 1 year
(2010 : 1 year) from the end of the reporting period. As mentioned in Note 4b (iii), the group and company
consider that it is more likely than not that no amount will be payable under the arrangement.
on a going concern basis.
March 31, 2011
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the group and the company can be required to pay. The tables include both interest and principal cash
flows. The adjustment column represents the possible cash flows attributable to the instrument included in the
maturity analysis which is not included in the carrying amount of the financial liabilities on the statement of
financial position.
average
effective
demand
or within
2 to
After
% $ $ $ $ $
On balance sheet:
Non-interest bearing – 17,912,562 490,240 – – 18,402,802
Finance leases (fixed rate) 2.95 281,523 275,928 – (55,402) 502,049
Variable interest rate
20,388,832 3,761,737 1,358,742 (596,040) 24,913,271
Financial guarantee contracts
On balance sheet:
Non-interest bearing – 19,920,444 287,879 – – 20,208,323
Finance leases (fixed rate) 3.33 302,184 423,744 – (73,837) 652,091
Variable interest rate
22,652,688 4,668,111 955,815 (684,645) 27,591,969
Financial guarantee contracts
(notional amount) – 885,000 – – – 885,000
Company
On balance sheet:
Non-interest bearing – 5,538,822 – – – 5,538,822
Off balance sheet:
Financial guarantee contracts
March 31, 2011
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
iv) Liquidity risk management (cont’d)
Weighted
average
effective
interest rate
On
demand
or within
1 year
Within
2 to
5 years
After
5 years Adjustment Total
% $ $ $ $ $
Company
On balance sheet:
Non-interest bearing – 3,782,493 – – – 3,782,493
Off balance sheet:
Financial guarantee contracts
on non-derivative financial asset is necessary in order to understand the group’s liquidity risk management as
the group’s liquidity risk is managed on a net asset and liability basis. The tables below have been drawn up
based on the undiscounted contractual maturities of the financial assets including interest that will be earned
on those assets except where the group and the company anticipate that the cash flow will occur in a different
period. The adjustment column represents the possible future cash flows attributable to the instrument included
in the maturity analysis which are not included in the carrying amount of the financial assets on the statement
of financial position.
average
effective
interest rate
On
demand
or within
1 year
Within
2 to
5 years
After
5 years Adjustment Total
% $ $ $ $ $
Group
Non-interest bearing – 9,002,423 2,158,819 – – 11,161,242
Fixed interest rate instruments 0.17 11,107,394 – – – 11,107,394
Non-interest bearing – 10,192,335 1,907,133 149,916 – 12,249,384
Fixed interest rate instruments 0.23 7,799,639 – – – 7,799,639
Non-interest bearing – 2,925,806 – – – 2,925,806
Fixed interest rate instruments 0.10 5,133 – – – 5,133
Non-interest bearing – 162,440 – – – 162,440
Fixed interest rate instruments 0.10 5,128 – – – 5,128
March 31, 2011
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
generally purchased based on market prices established with the suppliers. Although many of the products
purchased are subject to changes in commodity prices, certain purchasing contracts or pricing arrangements
contain risk management techniques designed to minimise price volatility. Typically, the group uses these
types of purchasing techniques to control costs as an alternative to directly using financial instruments to hedge
commodity prices. Where commodity cost increases significantly and appears to be long-term in nature,
management addresses the risk by adjusting the menu pricing or changing the product delivery strategy.
approximate their respective fair values due to the relatively short-term maturity of these financial instruments.
statements.
pricing models based on discounted cash flow analysis using prices from observable current market transactions.
maximising the return to stakeholders through the optimisation of the debt and equity balance.
equity attributable to owners of the company, comprising issued capital, reserves and accumulated losses.
and the risks associated with each class of capital. Management also ensures that the group maintains gearing ratios
within a set range to comply with the loan covenant imposed by the bank. The group will balance its overall capital
structure through the payment of dividends and new share issues as well as the issue of new debt or the redemption
of existing debt. The group is in compliance with externally imposed capital requirements for the financial year ended
March 31, 2011.
if one party has the ability to control the other party or exercise significant influence over the other party in making financial
and operating decision.
between the parties are reflected in these financial statements. The balances are unsecured, interest-free and repayable upon
demand unless otherwise stated.
March 31, 2011
note. Details of transactions between the group and related parties are disclosed below.
follows:
2011 2010
With joint ventures
Purchase of food and beverages 1,884,867 1,871,730
Advances from corporate shareholder 350,000 –
Puchases of food, beverages and services 390,036 149,166
Advances from shareholder 500,000 –
2011 2010
$ $
Post-employment benefits 77,837 77,197
Total 1,602,002 1,664,937
performance of individuals and market trends.
March 31, 2011
2011 2010 2011 2010
$ $ $ $
months or less (2010: three months or less). The carrying amounts of these assets approximate their fair values.
for a tenure of approximately 7 to 190 days (2010 : 7 to 188 days). The short-term deposits are held for the purpose of meeting
short-term cash commitments rather than for investment or other purposes.
2011 2010
$ $
Outside parties 880,404 1,305,499
Total 1,162,235 1,522,913
Current portion 1,068,109 1,398,334
if this is not recoverable from the related parties.
March 31, 2011
2011 2010
$ $
Past due but not impaired (i) 464,065 379,745
Total 1,162,235 1,522,913
Total 464,065 379,745
worthiness and defines credit limit to customer. Credit limits attributed to customers are reviewed periodically. Most of the
trade receivables that are neither past due nor impaired relate to customers which the company has assessed to be creditworthy,
based on the credit evaluation process performed by management.
due at the end of the reporting period for which the group has not provided for impairment as there has not been a significant
change in credit quality and the amounts are still considered recoverable. The group does not hold any collateral over these
balances.
March 31, 2011
2011 2010 2011 2010
$ $ $ $
Subsidiaries (Note 11) – – 1,054,631 1,498
Associate (Note 13) 176,889 246,462 – –
Other receivables 595,231 173,288 4,645 1,348
Sub total 772,120 419,750 2,759,276 2,846
Income tax recoverable 15,515 15,515 15,515 15,515
Total 1,027,217 684,850 2,775,991 20,810
due from associate (Note 13) (133,880) – – –
2011 2010 2011 2010
$ $ $ $
impaired
has not been a significant change in credit quality and the amounts are still considered recoverable.
March 31, 2011
2011 2010
$ $
Cook books 24,585 38,613
Total 2,102,345 1,989,086
realisable value.
2011 2010
$ $
counterparties who are creditworthy and accordingly, no allowance for potential non-recovery of security deposits is required.
corporate shareholder that has a common director as the company during the current financial year.
2011 2010
Impairment loss (a) (1,200,000) (1,200,000)
Advances to subsidiaries (b) 8,635,850 7,660,180
Allowance for impairment on advances (7,116,000) (5,982,000)
Fair value of financial guarantees issued on behalf of subsidiaries at free of consideration 1,000,469 654,196
Net 4,728,580 4,434,239
operators are impaired when the restaurants showed prolonged operating losses since the opening of the restaurants.
Impairment loss is provided on the investment based on value in use. The value in use is based on the available data, and
the estimated future cash flows discounted to its present value by using a pre-tax discount rate of 9.2% (2010 : 9.4%) per
annum that reflects current market assessment of the time value of money and the risks specific to the subsidiary. The
management has assessed that growth rate of its subsidiaries ranged from 5% to 15% (2010 : 2% to 15%) per annum.
were used to fund the operations of the subsidiaries.
March 31, 2011
Country of incorporation/
ownership interest and
% %
Millennium Pte Ltd
management services
(China)
(Restaurant) Company Ltd (2)
(Singapore) Pte Ltd
March 31, 2011
11 SUBSIDIARIES (cont’d)
2011 2010 2011 2010
$ $ $ $
Share of post-acquisition reserves (2,263,939) (2,521,321) – –
Allowance for impairment loss (1,000,000) (1,000,000) (1,000,000) (1,000,000)
Net (Note 19) (487,961) (745,343) – –
Fair value of financial guarantees issued on behalf of
Total
Current liabilities (Note 19) (487,961) (745,343) – –
allowance of impairment loss of $1,000,000 (2010 : $1,000,000) has been provided.
Country of incorporation/
Percentage of equity held
2011 2010
i) Held by Tung Lok (China)
Beijing Company Ltd (1)
Millennium Pte Ltd
manufacturer
March 31, 2011
financial support to this entity, the group has taken up its share of the liabilities in the joint venture. This is disclosed in
Note 19 to the financial statements.
2011 2010
$ $
Non-current assets 328,582 473,457
Current liabilities (2,395,121) (2,934,316)
Net liabilities (975,921) (1,227,687)
Group’s share of net liabilities (487,961) (745,343)
Expenses (4,491,922) (3,898,228)
Profit (Loss) for the year 15,015 (650,285)
Group’s share of net results 217,875 (320,763)
2011 2010
$ $
Share of post-acquisition reserves (1,621,371) (1,422,016)
Net 891,409 110,329
March 31, 2011
Country of incorporation/
Percentage of equity held
by the group
2011 2010
% %
i) Held by Tung Lok (China)
Holdings Pte Ltd
Catering Management Inc (1)
(“SSRPL”) (2) & (3)
footnote 3
(“SRPL”) (2), (4), (5)
In 2011, the group invested an additional amount of $375,000 in SSRPL. Consequently, the group holds 25% of the
equity interest in SSRPL and management reassesses SSRPL to be an associate of the group. Therefore, unquoted equity
shares in SSRPL, which amounted to $25,000, was reclassified from available-for-sale investments to associates during
the year.
SRPL by virtue of its contractual right to appoint director to the board of SRPL.
equity method of accounting, the unaudited management accounts of SSRPL and SRPL for the year ended March 31, 2011
have been used.
March 31, 2011
13 ASSOCIATES (cont’d)
2011 2010
$ $
Non-current assets 2,596,773 104,259
Current liabilities (1,727,496) (1,425,571)
Net assets 3,182,312 225,161
Group’s share of net assets 891,409 110,329
Expenses (7,462,043) (2,140,831)
Profit for the year 160,887 377,024
Group’s share of net results 176,168 184,742
2011 2010 2011 2010
$ $ $ $
Allowance of impairment loss (113,050) (13,050) (13,050) (13,050)
Net – 125,000 – –
investment in associate following the group’s additional equity stake in this entity (Note 13).
in Singapore and PT Taipan Indonesia, incorporated in Indonesia. These companies are engaged in restaurateur activities.
unquoted equity shares cannot be reliably measured. Impairment loss of $100,000 (2010 : $Nil) has been recognised in profit
or loss during the year.
March 31, 2011
$
Balance as at April 1, 2009, March 31, 2010 and March 31, 2011 100,000
Balance as at April 1, 2009 47,538
Amortisation for the year 20,016
Balance at March 31, 2010 67,554
Amortisation for the year 20,016
Balance at March 31, 2011 87,570
At March 31, 2011 12,430
period is five years. The amortisation is included in ‘other operating expenses’ in profit or loss.
$
Balance as at April 1, 2009, March 31, 2010 and March 31, 2011 310,468
Balance as at April 1, 2009 106,310
Impairment loss recognised 204,158
Balance as at March 31, 2010 and March 31, 2011 310,468
At March 31, 2010 and March 31, 2011 –
in use calculations. The calculation uses cash flow projection based on a financial budget approved by management for the
next 5 years based on the estimated growth rate of 3% per annum at discount rate of 9.4% per annum. The carrying amount
of goodwill at the end of the reporting period was $Nil (2010 : $Nil) after an impairment loss of $Nil (2010 : $204,158) was
recognised during the financial year.
March 31, 2011
fixtures and
equipment
equipment
property
vehicles Total
Group
At April 1, 2009 19,381,296 5,125,656 3,555,867 681,118 28,743,937
Additions 4,043,829 1,753,439 – 69,499 5,866,767
Disposals (650,331) (43,932) – (18,250) (712,513)
Exchange differences (68,604) (25,135) – – (93,739)
At March 31, 2010 22,706,190 6,810,028 3,555,867 732,367 33,804,452
Additions 1,666,511 946,832 850,000 102,707 3,566,050
Disposals (160,080) (108,299) – – (268,379)
Exchange differences (509) – – – (509)
At March 31, 2011 24,212,112 7,648,561 4,405,867 835,074 37,101,614
At April 1, 2009 12,770,971 3,207,313 535,366 262,030 16,775,680
Depreciation 2,131,058 682,658 71,119 143,848 3,028,683
Eliminated on disposal (400,390) (33,078) – (8,822) (442,290)
Exchange differences (48,845) (21,875) – – (70,720)
At March 31, 2010 14,452,794 3,835,018 606,485 397,056 19,291,353
Depreciation 2,534,378 935,885 76,786 141,508 3,688,557
Eliminated on disposal (135,040) (43,279) – – (178,319)
At March 31, 2011 16,852,132 4,727,624 683,271 538,564 22,801,591
At April 1, 2009 739,115 35,276 – – 774,391
Impairment loss 88,972 11,200 – – 100,172
At March 31, 2010 828,087 46,476 – – 874,563
Impairment loss 1,023,170 270,258 – 28,810 1,322,238
At March 31, 2011 1,851,257 316,734 – 28,810 2,196,801
At March 31, 2011 5,508,723 2,604,203 3,722,596 267,700 12,103,222
been making losses since inception. The recoverable amount of the relevant assets of the restaurants have been determined
on the basis of their value in use. The discount rate used in measuring value in use was 9.2% (2010 : 9.4%) per annum. The
management has assessed that growth rate of the relevant restaurants ranged from 5% to 15% (2010 : 2% to 15%) per annum.
March 31, 2011
are secured under the finance lease arrangements:
2011 2010
$ $
Motor vehicles 267,703 333,844
Kitchen equipment 68,376 94,032
Total 624,617 773,828
(sq ft)
#11-05 to 09, 18 building March 13, 1997
Enterprise Centre
Singapore 658080
2011 2010
$ $
Related parties (Note 5) 91,058 179,837
Total 7,063,476 7,568,547
March 31, 2011
2011 2010 2011 2010
$ $ $ $
of subsidiary (b) 350,000 – – –
Advances from subsidiaries (Note 11) (b) – – 5,305,609 3,551,078
Advances from corporate shareholders of subsidiaries (a) 305,960 287,879 – –
Refundable security deposits 791,544 760,553 – –
Deferred revenue (c) 946,392 839,621 – –
Accrued expenses (d) 6,129,275 6,543,245 215,101 224,681
Net liabilities of a joint venture (Note 12) (e) 487,961 745,343 – –
Related party (Note 5) (f) 88,961 – – –
Financial guarantee contracts (g) – – 447,215 213,282
Others (h) 2,829,134 4,302,756 18,112 6,734
Total 12,285,718 13,479,397 5,986,037 3,995,775
Non current portion (490,240) (287,879) – –
Current portion 11,795,478 13,191,518 5,986,037 3,995,775
by 2012.
Card Scheme, card members dining at the group’s restaurants are entitled to receive loyalty points depending on their
level of spending, which can be used to offset subsequent spending.
group has provided financial support to this entity. Accordingly, losses of the joint venture in excess of the group’s
interest amounting to $487,961 (2010 : $745,343), have been recognised by the group.
year.
respect of credit facilities utilised by certain subsidiaries.
operating expenses and purchases of plant and equipment.
March 31, 2011
Present value of minimum
2011 2010 2011 2010
Group
In the second to fifth year inclusive 275,928 423,744 239,843 380,869
Less: Future finance charges (55,402) (73,837) N/A N/A
Present value of lease obligations 502,049 652,091 502,049 652,091
(shown under current liabilities) (262,206) (271,222)
3 years). For the year ended March 31, 2011, the average borrowing rate was 2.60% (2010 : 3.33%) per annum. Interest rates
are fixed at the contract date, and thus expose the group to fair value interest rate risk. All leases are on a fixed repayment basis
and no arrangements have been entered into for contingent rental payments.
equipment (Note 17).
2011 2010
$ $
In the second year 1,911,845 1,662,948
In the third year 513,885 1,377,409
In the fourth year 228,544 544,404
In the fifth year 127,266 97,444
After five years 1,233,884 876,062
(shown under current liabilities) (1,992,996) (2,173,288)
March 31, 2011
and will continue until May 2013. The loan carries effective interest at 5% (2010 : 5%) per annum;
and will continue until July 2024. The loan carries effective interest at 1.86% (2010 : 1.86%) per annum, which is cost
of fund rate plus 1.75% per annum;
until December 2030. The loan carries effective interest rate at 1.79% per annum;
until August 2014. The loan carries effective interest rate at 5% per annum;
July 2014. The loan carries effective interest at 5% per annum;
will continue until May 2021. The loan carries effective interest at 4.45% (2010 : 4.45%) per annum, which is swap
offer rate plus 1.5% (2010 : bank commercial financing rate minus 0.05%);
2009 and will continue until October 2011. The loan carries effective interest at 5.65% (2010 : 5.65%) per annum,
which is prime rate plus 0.65%;
2008 and will continue until November 2011. The loan carries effective interest at 5.65% (2010 : 5.65%) per annum,
which is prime rate plus 0.65%; and
will continue until May 2011. The loan carries effective interest at 5.65% (2010 : 5.65%) per annum, which is prime
rate plus 0.65%;
March 31, 2011
depreciation
Group
Underprovision in prior years (Note 28) 90,000
Charge to profit or loss for the year (Note 28) 275,222
At March 31, 2010 688,528
Underprovision in prior years (Note 28) 13,736
Credit to profit or loss for the year (Note 28) (73,200)
At March 31, 2011 629,064
Number of ordinary shares $ $
At beginning and end of year 140,000,000 140,000,000 10,269,503 10,269,503
and carry a right to dividends as and when declared by the company.
2011 2010
$ $
Service charges 7,241,739 6,618,345
Management fees 472,972 424,750
Total 94,303,437 81,343,213
March 31, 2011
2011 2010
Interest income from:
Related parties (Note 5) 12,157 8,931
Government grant 892,821 75,888
Job credit 85,053 1,028,643
Sundry income from promotional events 243,650 –
Others 604,731 681,973
Total 2,141,363 2,278,635
2011 2010
$ $
Utilities charges 5,399,992 4,535,427
Repair and maintenance 4,553,918 3,854,058
Depreciation 3,688,557 3,028,683
Commission expense 1,785,133 1,754,016
Impairment loss on property, plant and equipment 1,322,238 100,172
Professional fees 522,302 556,609
Advertising and promotions 520,299 667,371
Utensils 463,713 420,306
Decorations 277,997 304,644
Other receivables written off-third party – 30,935
Other receivables written off-advance to investee company 35,000 –
Amortisation of other intangible asset 20,016 20,016
Impairment of goodwill arising from investment in joint venture – 204,158
Others 3,047,158 3,141,986
Total 33,745,887 29,306,568
2011 2010
Interest on:
Obligations under finance leases 31,633 52,322
Others 18,256 18,081
March 31, 2011
2011 2010
Tax expense comprises:
Current tax 791,870 172,333
Adjustments recognised in the current year in relation to the current tax of prior years 3,273 6,256
Deferred tax (73,200) 275,222
Adjustments recognised in the current year in relation to the deferred tax of prior years 13,736 90,000
Withholding tax 12,127 11,532
Total tax expense 747,806 555,343
jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
2011 2010
$ $
Tax effect of share of results of joint ventures and associates which is shown
Adjustments recognised in the current year in relation to the current tax of prior years 3,273 6,256
Adjustments recognised in the current year in relation to the deferred tax of prior years 13,736 90,000
Effect of expenses that are not deductible in determining taxable profit 272,618 237,652
Effect of unused tax losses and other temporary differences not recognised as deferred
Effect of utilisation of previously unrecognised tax losses (201,708) –
Impairment loss on goodwill that is not deductible – 34,702
Effect of different tax rate of subsidiaries operating in other jurisdictions (14,129) (39,880)
Tax exemption (170,139) (110,525)
Effect under PIC Scheme (206,207) –
Withholding tax 12,127 11,532
Others 5,499 (18,405)
Income tax expense recognised in profit or loss 747,806 555,343
March 31, 2011
available for offsetting against future taxable income as follows:
2011 2010
a) Tax loss carryforwards
Adjustment to prior year 1,445,214 (509,510)
Amount utilised in current year (1,186,518) (160,249)
Amount in current year 755,008 735,229
At end of year 2,063,428 1,049,724
Adjustment to prior year 488,635 (120,838)
Amount utilised in current year (88,899) –
Amount in current year 237,762 304,915
At end of year 1,206,745 569,247
and the tax authorities in the relevant foreign tax jurisdictions in which the group operates, as well as conditions imposed by
law. In addition, the Singapore tax loss carryforwards and other temporary differences are subject to the retention of majority
shareholders as defined.
streams.
enhanced Productivity and Innovation Credit (“PIC”) Scheme as announced in Budget 2011.
March 31, 2011
2011 2010
$ $
Cost of defined contribution plans (included in staff costs) 1,695,751 1,627,629
Cost of inventories recognised as expense 28,384,873 25,086,463
Bad debts recovered – other receivable (third party) (47,071) –
Allowance for merchandise written down – 70,659
Loss on disposal of property, plant and equipment 46,607 270,223
Audit fees:
– Auditors of the company 220,500 206,500
– Other auditors 27,372 48,839
Directors’ remuneration:
– of the company 480,026 382,086
– of the subsidiaries 441,050 465,881
Directors’ fees 162,000 150,000
Net foreign exchange loss 68,776 6,587
divided by 140,000,000 (2010 : 140,000,000) being the number of ordinary shares outstanding during the financial year.
financial period, any financial instruments which have the effect of diluting the earnings per share.
of segment performance is specifically focused on the restaurant business which forms the basis of identifying the operating
segments of the group under FRS 108. The aggregated restaurant business is therefore the group’s reportable segment.
March 31, 2011
Sales revenue by geographical market
$ $
People’s Republic of China 1,508,242 1,396,905
Total 94,303,437 81,343,213
investments in joint ventures, associates and “other” financial assets) analysed by the geographical location in which the assets
are located:
Non-current assets
$ $
disclosed above.
2011 2010 2011 2010
Corporate guarantees issued for bank facilities, finance
– Subsidiaries (unsecured) – – 6,866,959 7,383,646
– Joint venture companies (unsecured) 885,000 885,000 885,000 885,000
March 31, 2011
2011 2010
$ $
incurred during the year and also an amount of $2,178,689 (2010 : $Nil) paid to a related party (Note A).
due as follows:
2011 2010
$ $
– non-related parties 7,115,546 9,036,954
– related party (Note A) 2,969,213 –
– non-related parties 4,310,488 10,992,917
– related party (Note A) 3,050,047 –
Total 17,445,294 20,029,871
negotiated and rentals are fixed for an average of 3 years (2010 : 3 years).
contingent rental would be payable by the group based on a percentage of monthly turnover in excess of a specified amount.
Contingent rental are not included here as it is currently not determinable.
ordinary share amounting, to $700,000, which is subject to shareholders’ approval at the Annual General Meeting and has not
been included as a liability in these financial statements.
March 31, 2011
year’s financial statements. In the prior years, advances to subsidiaries (quasi-equity in nature) were presented separately from
investments in subsidiaries on the company’s statement of financial position. In the current year, management has presented
these advances to subsidiaries as part of investments in subsidiaries. As a result, certain line items have been amended in the
company’s statement of financial position. Comparative figures have been adjusted to conform to the current year’s presentation.
reported
reclassification
Class of Shares : Ordinary shares
Voting Rights : One vote per share
NO. OF
% OF
% OF ISSUED
1 to 999 3 0.43 710 0.00
1,000 to 10,000 497 72.24 1,695,300 1.21
10,001 to 1,000,000 179 26.02 13,854,990 9.90
1,000,001 AND ABOVE 9 1.31 124,449,000 88.89
TOTAL 688 100.00 140,000,000 100.00
Rule 723 of the SGX-ST Listing Manual – Section B: Rules of the Catalist which states that an issuer must ensure that at least 10% of
its ordinary shares is at all times held by the public.
% OF ISSUED
1 ZHOU HOLDINGS PTE LTD 53,200,000 38.00
2 GOODVIEW PROPERTIES PTE LTD 26,968,000 19.26
3 TEE YIH JIA FOOD MANUFACTURING PTE LTD 20,999,000 14.99
4 ANTICA CAPITAL PTE LTD 14,270,000 10.19
5 LO TAK MENG 2,564,000 1.83
6 GOH CHENG LIANG 2,400,000 1.71
7 ANG TJIA LENG @ WIDJAJA LINDA ANGGRAINI 1,479,000 1.06
8 YEOW SENG (SHARK’S FIN) PTE LTD 1,350,000 0.96
9 CHIN KAI SENG 1,219,000 0.87
10 UNITED OVERSEAS BANK NOMINEES PTE LTD 949,000 0.68
11 DBS NOMINEES PTE LTD 669,000 0.48
12 TAY KWANG THIAM 602,000 0.43
13 KIM ENG SECURITIES PTE. LTD. 600,000 0.43
14 YIO KANG LENG 600,000 0.43
15 NO SIGNBOARD SEAFOOD RESTAURANT PTE LTD 546,000 0.39
16 SIM LAI HEE 500,000 0.36
17 NG HWEE KIAT 408,000 0.29
18 CITIBANK NOMINEES SINGAPORE PTE LTD 388,000 0.28
19 SEONG PECK THONG 380,000 0.27
20 OCBC SECURITIES PRIVATE LTD 302,990 0.22
as at 27 June 2011
as at 27 June 2011
Zhou Holdings Pte Ltd 53,200,000 38.00 – –
Zhou Yingnan – – 53,200,000* 38.00
Tjioe Ka Men 226,000 0.16 54,679,000*** 39.06
Tjioe Ka In 54,000 0.03 53,200,000* 38.00
Goodview Properties Pte Ltd 26,968,000 19.26 – –
Far East Organisation Centre Pte Ltd – – 26,968,000# 19.26
Mdm Tan Kim Choo – – 27,206,000## 19.43
Estate of Ng Teng Fong, Deceased – – 27,206,000### 19.43
Tee Yih Jia Food Manufacturing Pte Ltd 20,999,000 14.99 – –
Goi Seng Hui – – 20,999,000** 14.99
Antica Capital Pte. Ltd. 14,270,000 10.19 – –
Andre Tanoto – – 14,270,000@ 10.19
@ Widjaja Linda Anggraini (spouse) by virtue of Section 7 of the Act
Fong, Deceased by a controlling interest in Far East Organisation Centre Pte Ltd, which in turn has a controlling interest in
Goodview Properties Pte Ltd; and 238,000 shares held by Kuang Ming Investments Pte. Ltd. by virtue of she having more than
20% interest in Kuang Ming Investments Pte. Ltd. by virtue of Section 7 of the Act
Far East Organization Centre Pte Ltd, which in turn has a controlling interest in Goodview Properties Pte Ltd; and 238,000
shares held by Kuang Ming Investments Pte. Ltd. as its associate, Mdm Tan Kim Choo has more than 20% interest in Kuang
Ming Investments Pte. Ltd. by virtue of Section 7 of the Act
Parade Hotel, 1 Tanglin Road, Level 2, Antica Ballroom, Singapore 247905 on Friday, 29 July 2011 at 11.00 a.m. for the following
purposes: –
Directors and Auditors
financial year ended 31 March 2011.
(b) Mr Wee Kheng Jin (Pursuant to Article 97) [Resolution 4(b)]
(c) Mr Goi Seng Hui (Pursuant to Article 97) [Resolution 4(c)]
the Audit Committee and Remuneration Committee, and Chairman of the Nominating Committee
and will be considered independent.
Committee and Nominating Committee and will be considered non-independent.
re-appointed as a Director of the Company to hold office until the next Annual General Meeting.”
the Audit Committee, Nominating Committee and Chairman of the Remuneration Committee and
will be considered independent.
re-appointed as a Director of the Company to hold office until the next Annual General Meeting.”
Audit Committee, and a member of the Nominating Committee and Remuneration Committee and
will be considered independent.
authority be and is hereby given to the Directors of the Company to:
shares to be issued, including but not limited to the creation and issue of (as well as adjustments to)
warrants, debentures or other instruments convertible into shares,
may, in their absolute discretion deem fit; and
shares in pursuance of any Instrument made or granted by the Directors whilst this resolution was in
force.
total number of issued shares in the Company (excluding treasury shares), of which the aggregate
number of shares to be issued other than on a pro-rata basis to shareholders of the Company does not
exceed 50% of the total number of issued shares in the capital of the Company (excluding treasury
shares);
(a) above, the percentage of issued shares shall be based on the total number of issued shares in the
capital of the Company (excluding treasury shares) at the time this resolution is passed, after adjusting
for (i) new shares arising from the conversion or exercise of any convertible securities or share options
or vesting of share awards which are outstanding at the time this resolution is passed, and (ii) any
subsequent bonus issue, consolidation or subdivision of shares; and
until the conclusion of the next annual general meeting of the Company or when it is required by law
to be held, whichever is the earlier.” (Please see Explanatory Note)
given.
Secretary
Singapore, 13 July 2011
in aggregate 100 percent (100%) of the total number of issued shares in the capital of the Company, excluding treasury shares, at
the time of the passing of this resolution, of which the aggregate number of shares to be issued other than on a pro-rata basis to the
shareholders of the Company does not exceed fifty percent (50%) of the total number of issued shares in the capital of the Company,
excluding treasury shares.
stead. A proxy need not be a member of the Company.
Centre, Singapore 228149, not less than 48 hours before the time fixed for holding the Meeting.
for the purpose of determining shareholders’ entitlement to the first and final dividend.
#17-00 The Corporate Office Singapore 068906 up to 5.00 pm on 18 August 2011 will be registered to determine shareholders’
entitlements to the first and final dividend. Members whose Securities Accounts with The Central Depository (Pte) Limited are credited
with shares at 5.00 pm on 18 August 2011 will be entitled to the first and final dividend.
31 August 2011.
(Incorporated in the Republic of Singapore)
Registration No.200005703N
(Please see notes overleaf before completing this Form)
1. For investors who have used their CPF monies to buy the Company’s
Approved Nominees and is sent solely FOR INFORMATION ONLY.
ineffective for all intents and purposes if used or purported to be used by
them.
submit their requests through their CPF Approved Nominees within the
timeframe specified. If they also wish to vote, they must submit their
voting instructions to the CPF Approved Nominees within the timeframe
specified to enable them to vote on their behalf.
No. of Shares %
No. of Shares %
Address
Meeting of the Company to be held at Orchard Parade Hotel, 1 Tanglin Road, Level 2, Antica Ballroom, Singapore 247905 on Friday,
29 July 2011 at 11.00 a.m. and at any adjournment thereof.
proposed at the Meeting as indicated hereunder. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they
may think fit, as he/they will on any other matter arising at the Meeting).
1 Receive of Reports and Accounts
2 Declare First and Final Dividend
3 Approval of Directors’ Fees
4(b) Re-election of Mr Wee Kheng Jin as a Director
4(c) Re-election of Mr Goi Seng Hui as a Director
5(a) Re-appointment of Mr Ch’ng Jit Koon as a Director
5(b) Re-appointment of Dr Tan Eng Liang as a Director
6 Re-appointment of Auditors
7 Authority to Issue Shares (General)
Register (as defined in Section 130A of the Singapore Companies Act, Chapter 50), 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.
proxies to attend and vote instead of him. A proxy need not be a member of the Company.
his shareholding (expressed as a percentage of the whole) to be represented by each proxy.
Road #05-03, Peace Centre, Singapore 228149, not less than 48 hours before the time appointed for the Annual General
Meeting.
in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either
under its common seal or under the hand of an officer or attorney duly authorised.
or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of
proxy, failing which the instrument may be treated as invalid.
it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Singapore
Companies Act, Chapter 50.
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 Annual General Meeting, as
certified by The Central Depository (Pte) Limited to the Company.
Tel: 62707998 Fax: 62727120 www.tunglok.com
Company Registraton No. 200005703N
Tu
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Tel: 62707998 Fax: 62727120 www
Company Registraton No. 200005703N
ended 31 march 2010
Securities Trading Limited (“SGX-ST”). The Company’s Sponsor has not independently verifi ed the contents of this annual report.
including the correctness of any of the statements or opinions made or reports contained in this annual report.
Name: Mr Hoon Tai Meng (Registered Professional, KW Capital Pte. Ltd.) Address: 80 Raffl es Place, #25-01 UOB Plaza 1, Singapore 048624
Tel: 6238 3377
Chairman’s Statement
Board of Directors
Financial Reports
Dear Shareholders,
annual report for Tung Lok Restaurants (2000) Ltd (“Tung Lok” or the
“Group”) for the financial year ended 31 March 2010 (“FY10”).
performance of the first half of the year under review. The subsequent
recovery in economic and consumer confidence in the second half
coincided with improvement in the performance of our associates
in China. These factors, along with ongoing cost and operational
improvements, helped the Group to record a net profit attributable
to shareholders of S$650,000, reversing from a loss of S$2.7 million
in FY09.
million in FY09, mainly due to higher sales volume resulting from
the improved consumer sentiment as well as contributions from five
new outlets opened in FY10. As shareholders will recall, we had
embarked on aggressive marketing promotions a year earlier, the
benefits of which kicked in with the economic recovery. In line with
the higher revenue, gross profit increased by S$4.9 million to S$56.3
million compared to S$51.4 million in FY09.
FY10, an improvement of S$1.2 million compared to a loss of S$1.6
million in FY09 (that year we closed a loss-making China outlet). We
recorded a share of profit of associates of S$200,000 in FY10, an
improvement of S$1.1 million compared to a loss of S$900,000 in
FY09, due to better performance from our China operations.
from S$1.3 million in FY09 mainly due to receipts from the Singapore
Government Jobs Credit Scheme of S$1.0 million in FY10.
FY10 compared to a loss of 1.92 cents for FY09; and net asset value
per share of 4.08 cents at the end of FY10 compared to 3.47 cents
at the end of FY09.
embarked on cost and operational improvements as well as stepped-
up marketing and promotion activities. Both strategies bore fruit in
the year under review as the economic climate improved.
at our central kitchen and at several outlets, helping to reduce
manpower costs even as we continued to increase the number
of outlets. The marketing activities helped to increase customer
loyalty and awareness, and contributed to higher revenue when
the economy recovered.
periods of slowdown are opportunities to train staff, improve
service and quality, and introduce innovative cuisine and
concepts.
under review, including two at the newly opened Resorts World
Sentosa, which is one of two integrated resorts opened recently
amidst much publicity to position Singapore as a major tourist
destination and a global city.
the economic recovery is taking place at a time when China is
preparing for an infl ux of visitors to the Shanghai Expo which
started in May 2010. These factors are expected to contribute
positively to our China operations.
the operating environment in Singapore for the Food & Beverage
business remains competitive and challenging. However, the
economic growth is taking place against a backdrop of major
changes impacting the tourism market in Singapore. The opening
of the two integrated resorts positions Singapore as a global city
and will contribute to the economy in general and the tourism
sector in particular. Underscoring this and based on the key
statistics provided by the Singapore Tourism Board, the tourist
arrivals have been increasing consecutively this year. It was
recently announced that tourist arrivals in April 2010 registered
a 20.4% growth.
and CPF contributions, the Group will continue to streamline
its operations and improve its productivity by adopting new
technology to reduce manpower at its central kitchen, as well as
individual restaurant outlets.
concepts which we have developed and nurtured over the years.
Following a re-branding exercise several years ago, we recently
unveiled a new logo which now graces the cover of this annual
report. It is a fresh image which conveys the clear message that
Tung Lok cuisine is for everyone to enjoy.
either directly owned or as franchised outlets so that we can grow
without heavy capital investments.
into a joint-venture with some leading Singapore seafood
restaurant owners to open a seafood restaurant in Resorts World
of Sentosa. This will enable us to pamper customers, local and
foreign, with the best of seafood cuisine developed by each
partner of the joint-venture.
the dark clouds of the global fi nancial crisis to a recovery at a
time of major changes impacting Singapore’s food and beverage
sector. I want to thank the directors, management and staff for
their hard work and sacrifi ces during this challenging period. I
also wish to thank our shareholders, business partners and our
valued customers for their continued support.
Ms Tjioe Ka In
Mr Ch’ng Jit Koon
Mr Tjioe Ka Men
Ker Sin Tze (Dr)
Ker Sin Tze (Dr)
Restated*
Ventures & Associat
31 Mar
31 Mar
31 Mar
31 Mar
31 Mar
Restated*
28 September 2000, and is a Member of the Executive
2001 and was last re-elected on 27 July 2009, and she is
Director of our Company on 1 March 2001 and was last
Director on 1 March 2001 and was last re-elected on 28 July
Director on 20 December 2002 and was last re-appointed
Board as a Non Executive Director on 23 August 2007. She
Executive Chairman
and is a Member of the Executive Committee and Nominating
Committee. In July 2006, he was appointed as Executive Chairman,
and continues to spearhead the Group’s overall direction. He started
his career as a Corporate Planner in a listed company in 1981 for 2
years and subsequently moved to Oceanic Textiles Pte Ltd where he
was appointed Deputy Managing Director from 1983 to 1986. He
has been involved in restaurant operations since 1982, becoming
Managing Director of Tung Lok Shark’s Fin Restaurant Pte Ltd in
1984. He has since established a chain of reputable restaurants in
Singapore, Indonesia, Japan, China and India, and continues to lead
the Group from strength to strength.
the “Singapore Restaurateur of the Year” by Wine & Dine. He was
the President for the Lions Club of Singapore Mandarin from 1987
to 1988. In November 2000, he was presented the “International
Management Action Award” (IMAA) by Institute of Management
and Spring Singapore jointly for Excellence in Management Action
for his outstanding management of the Tung Lok Group. In 2001, he
was awarded the “Tourism Entrepreneur of the Year Award” by the
Singapore Tourism Board. At the World Gourmet Summit Awards of
Excellence 2005, he was awarded the “Lifetime Achievement Award”,
in recognition of his innovative contributions and tireless dedication
to the restaurant industry in Singapore and abroad. In November
2006, he was named the “Hospitality Entrepreneur of the Year” in
the Hospitality Asia Platinum Awards Singapore Series 2006-07,
conceptualised to recognise the dedication and commitment of
industry-related players beyond the call of duty. In November 2007,
Andrew received the “Most Creative Entrepreneurial Leaders of Asia-
Pacific Award” at the APCE (Asia-Pacific Chinese Entrepreneurial
Leaders Forum) 2007. In February 2008, he was honoured with the
“International Star Diamond Lifetime Achievement Award” from the
New York-based American Academy of Hospitality Sciences. This is
often referred to as the ‘Oscars’ of the service sector.
Singapore (RAS); the Vice-President of the Franchising and Licensing
Association of Singapore; as well as a member of the Board of
Directors of the SHATEC Institute, which is the educational institute
of the Singapore Hotel Association (SHA).
State University, USA.
Executive Director
re-elected on 27 July 2007, and she is also a Member of the Executive
Committee. She joined Tung Lok Group in 1988 and currently holds
responsibilities include strategic planning and ensuring smooth
operations of Tung Lok’s restaurants in Singapore and Indonesia.
Pte Ltd, a joint venture set up by Tung Lok Group and frozen food
manufacturer Tee Yih Jia Group. Its primary business is in production
of gourmet dim sum and snacks for both local and export markets,
premium mooncakes and festive goodies such as nian gao and
Chinese pastries. Her responsibilities include recipe and product
development, and planning.
Restaurant Management from Oklahoma State University, USA.
She was President of the Lions Club of Singapore Oriental for the
term year 2000/2001, and is presently a member of the Ulu Pandan
Community Club Management Committee.
Chief Financial Officer
for the finance and accounting functions of Natsteel Electronics
Ltd and its subsidiaries. Armed with many years of financial and
business experience in both local and international companies, his
portfolio includes heading the Finance & MIS department at Olivetti
Singapore before moving to Singapore Technologies. Lim Quee Teck
is a Certified Public Accountant.
Chief Operating Officer
Chinois, as Deputy General Manager. In 2001, he was promoted to
Senior General Manager, where he continued to lead the team and
steered it to be recognized as one of the most well-known Chinese
restaurants in Singapore.
2008, became Executive Vice President, overseeing the operations
of the Group’s stable of restaurants while assisting the Executive
Chairman in new business development.
responsibility is to manage the Group’s restaurant operations and
food services, improving productivity and efficiency, and business
development.
Hotel Management. Prior to joining Tung Lok Group, he had gained
a wealth of experience in the F&B trade in the last two decades,
having worked at well-known establishments such as Hayman
Island Resort Hotel, Queensland; Conrad International, Hong Kong;
and Stamford Hotels & Resorts, Sydney.
Senior Vice President, Administration
College, Jocelyn is armed with several years of experience in
purchasing, administration and human resources, having worked
previously at You Hong Lee Pte Ltd (a subsidiary company of Oceanic
Textiles). In her current capacity as Senior Vice President, Jocelyn
ensures the constant and prompt supply of quality products and
materials crucial to the operations of the restaurants – from essential
cutleries and kitchen equipment, to ingredients and uniforms. She
also oversees the Human Resources and Administrative functions of
the Group, and works closely with tertiary education centres and
recruitment agencies to identify and hire talents.
Vice President, Banquet and Catering Sales
years, he had worked in various hotels from Boulevard Hotel to
Le Meridien Singapore, as well as Fort Canning Country Club. In
his current capacity, Vincent is overall responsible for the entire
banquet and catering operations of all restaurants within the Group.
A graduate from SHATEC, he also holds various certificates from the
American Hotels & Motels Association, Premier Sales & Marketing
for hospitality professionals from Asia Connect & HSMAI Asia
Pacific and ‘More Sales Thru Service Excellence’ from the Marketing
Institute of Singapore. At the Singapore Excellent Service Award
2004 organised by Spring Singapore and Singapore Tourism Board,
Vincent was presented with the Star Award for his outstanding
contribution and commitment to providing top quality service.
Vice President, Operations, Training & Customer Services
as its Onboard Services-Chief Purser and Instructor based in
Singapore. During his fifteen years’ service with United Airlines, he
taught trainees on customer service excellence, food and beverage
presentation skills, onboard marketing, and product offering,
amongst other training programmes. His personal achievements
included the “Five Star Diamond Award”, “Most Valuable Player
Corporate Award”, as well as Employee of the Year 1998. In his
current role, Woody is responsible for the Group’s training in areas
such as customer relationship management and service excellence.
He also oversees the daily operations of Garuda Padang Cuisine.
Senior Vice President, Marketing & Corporate Communications
Manager. Armed with years of experience in the marketing
communications field, mainly from the hotel industry, her past
employments include top hotel chains such as Westin, Hyatt,
Holiday Inn, Raffles and Millennium & Copthorne International. In
appointed Vice President – Marketing & Corporate Communications.
In her current capacity as Senior Vice President, she is in charge
of the Marketing, Loyalty Programme, and Graphics Design
teams, spearheading the marketing, promotional, public relations,
and membership activities of the Group’s restaurants. She is also
responsible for strategising plans to maintain the corporate and
brand identity of the Group, as well as handling Special Projects.
Carolyn holds a Bachelor of Arts in Mass Communications from the
Royal Melbourne Institute of Technology.
Vice President, Operations
Lok Restaurant. Subsequently, in 1989, she became the Restaurant
Manager of the then Grand Pavilion, and The Paramount Restaurant
in 1993. In her current capacity as Vice President, Operations, she
manages and oversees the daily operations of restaurants such as
The Paramount Restaurant, Tung Lok Seafood, and Zhou’s Kitchen.
Corporate Chef / Director of Kitchens
that the Group is known for. He has had the honour of serving up
some of his best to highly respected local political leaders such as
Minister Mentor Lee Kuan Yew, Senior Minister Goh Chok Tong and
Prime Minister Lee Hsien Loong; as well as foreign dignitaries such
as former U.S. Presidents George Bush and Bill Clinton, former
Indonesian President Megawati Sukarnoputri, and Queen Elizabeth
II of England.
achievements include the prestigious World Gourmet Summit
(WGS) Award of Excellence for “Best Asian Ethnic Chef” in 2001,
2002 and 2004; “Chef of the Year” and “Executive Chef of the
Year” in 2005; “Asian Cuisine Chef of the Year (Regional)” in 2009;
and “Asian Cuisine Chef of the Year (Regional Category)”, and
“Executive Chef of the Year” in 2010. He was also inducted into
the WGS Awards of Excellence “Hall of Fame”. In February 2008,
he received the coveted “International Star Diamond Chef Award”
from the American Academy of Hospitality Sciences.
such as the Wolfgang-Lazaroff American Wine & Food Festival, the
“Meals on Wheels” charity event in Los Angeles, and the St. Moritz
Gourmet Festival in Switzerland. In April 2005, Singapore Airlines
announced Sam as its latest member, and the only Singapore
representative, on its International Culinary Panel (ICP) of world-
renowned chefs. Besides publishing two personal cookbooks, “A
Wok Through Time” in 2004 and “Sensations” in 2007, he is also a
regular personality and host of culinary programmes on Singapore’s
national television, MediaCorp Television.
governance within the Group. This report describes the corporate governance framework and practices of the Company with specific
reference made to each of the principles of the Code of Corporate Governance 2005 (the “Code”). The Company will continue to
improve its systems and corporate governance processes in compliance with the Code.
for the success of the company. The Board works with Management to achieve this and the Management remains accountable
to the Board.
of Association allow a board meeting to be conducted by way of a telephone conference or by means of a similar communication
equipment whereby all persons participating in the meeting are able to hear each other.
(“FY2010”) is as follows :
MEETING
COMMITTEE
COMMITTEE
COMMITTEE
COMMITTEE
Koon
Hwee Khoon
(1) reviewing and adopting a strategic plan for the Company;
(2) overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed; and
(3) establishing a framework for proper internal controls and risk management;
corporate or financial restructuring and share issuances. Specific Board approval is required for any investments or expenditure
exceeding $200,000/- in total. Additionally, the Board delegates certain of its functions to the Executive, Audit, Nominating and
Remuneration Committees.
basis. The effectiveness of each Committee is also constantly reviewed by the Board.
The Executive Committee (“EXCO”) was formed to assist the Board in the management of the Group. The EXCO comprises the
following members: –
Dr Ker Sin Tze (Independent Director)
Mr Ch’ng Jit Koon (Independent Director)
Mr Tjioe Ka Men (Chairman of the Board)
Ms Tjioe Ka In (Executive Director)
monitors the effectiveness of the policies set down by the Board and make recommendations or changes to the policies with the
Group’s financial objectives in mind. In addition, the EXCO recommends to the Board investments, acquisitions or disposals and
monitors the funding needs of the Group. It also reviews the financial performance of the Group and initiates actions as are appropriate
for the management of the Group.
executives are encouraged to undergo relevant training to enhance their skills and knowledge, particularly on new laws and regulations
affecting the Group’s operations.
affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to
dominate the Board’s decision making.
one (1) non-executive director. As at the date of this report, the Board comprises the following members:
Tjioe Ka In (Executive Director)
Dr Tan Eng Liang (Non-Executive and Independent Director)
Dr Ker Sin Tze (Non-Executive and Independent Director)
Ch’ng Jit Koon (Non-Executive and Independent Director)
Juliette Lee Hwee Khoon (Non-Executive Director)
who has no relationship with the Company, its related companies or officers that could interfere, or be reasonably perceived to
interfere, with the exercise of the director’s independent judgement of the conduct of the Group’s affairs.
Group’s operations and the Board as a whole, possesses core competencies required for the effective conduct of the Group’s affairs.
affairs independently, and no individual or small group of individuals dominate the Board’s decision making.
responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual
represents a considerable concentration of power.
workings of the Board and, together with Audit Committee, ensures the integrity and effectiveness of the governance process of the
Board.
the Board, it is not necessary to separate the functions of Executive Chairman and Chief Executive Officer.
the effectiveness of the Board.
as follows: -.
Dr Tan Eng Liang
Mr Ch’ng Jit Koon
Mr Tjioe Ka Men
effectiveness of the Board.
(“AGM”). Accordingly, the Directors will submit themselves for re-nomination and re-election at regular intervals of at least once every
three years.
nomination process.
such multiple board representations do not hinder them from carrying out their duties as directors. These directors would widen the
experience of the Board and give it a broader perspective.
director assessed the performance of the Board as a whole and himself. The NC Chairman would then assess each director and the
Board’s performance as a whole. The assessment parameters include attendance record at the meetings of the Board and the relevant
committees, intensity of participation at meetings, quality of discussions and any special contributions. The performance criteria do
not include the financial indicators set out in the Code as guides for the evaluation of the Board as the Board is of the view that the
aforesaid indicators are more appropriate measures of Board’s performance. The performance measurements ensure that the mix of
skills and experience of the directors continue to meet the needs of the Group. The NC is of the view that each individual director has
contributed to the effectiveness of the Board as a whole and has recommended the re-election of Ms Juliette Lee Hwee Khoon pursuant
to Article 91 of the Company’s Articles of Association and the re-appointment of Mr Ch’ng Jit Koon and Dr Tan Eng Liang pursuant to
Section 153(6) of the Companies Act at the forthcoming AGM.
prior to board meetings and on an on-going basis.
management accounts, the EXCO Committee with quarterly management accounts and all relevant information. In addition, all
relevant information on material events and transactions are circulated to directors as and when they arise. Whenever necessary, senior
management staff will be invited to attend the Board meetings and Audit Committee meetings to answer queries and provide detailed
insights into their areas of operations. A quarterly report of the Group’s activities is also provided to the EXCO Committee.
necessary, at the Company’s expense.
and of the Group at all times in carrying out their duties. The Company Secretary is represented at all board meetings and audit
committee meetings. The Company Secretary assists the Board to ensure that Board procedures are followed and that applicable rules
and regulations are complied with.
remuneration packages of individual directors. No director should be involved in deciding his own remuneration.
successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive
directors’ remuneration should be structured so as to link rewards to corporate and individual performance.
specific terms of reference.
Dr Tan Eng Liang
Dr Ker Sin Tze
The RC’s main duties are: –
remuneration and to determine the specific remuneration packages and terms of employment for each of the executive directors
of the Group key executives, including those employees related to the executive directors and controlling shareholders of the
Group.
Schemes or any long term incentive schemes which may be set up from time to time and to do all acts necessary in connection
therewith.
imposed upon the RC by the Board of Directors from time to time.
covered.
performance-related element coupled with appropriate and meaningful measures of assessing individual executive directors’
performances.
the Group’s staff remuneration guidelines and commensurate with their respective job scopes and levels of responsibilities.
contracts. They are paid a basic fee and additional fees for serving on any of the Committees.
reviewed by the RC.
for setting remuneration in the company’s 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.
March 2010 are as follows:
March 2010 are as follows:
Band
Based Bonuses
Benefits
the RC. According to the respective contracts :-
performance.
executive director.
and its Remuneration Committee. The Board will respond to any queries raised at AGMs pertaining to such policies. Accordingly, it is
the opinion of the Board that there is no necessity for such policies to be approved by the shareholders.
FY2010 is as follows :-
Executive
Band
Salary
%
Performance
Based Bonuses
%
Benefits
Total
%
not exceed $150,000/- for the financial year ended 31 March 2010.
prospects.
of material information to shareholders in compliance with statutory requirements and the Listing Manual of the Singapore Exchange
Securities Trading Limited (“SGX-ST”).
simultaneously with such meetings. Financial results and annual reports will be announced or issued within legally prescribed
periods.
independent :
Dr Tan Eng Liang (Chairman)
Dr Ker Sin Tze
Mr Ch’ng Jit Koon
Ms Juliette Lee Hwee Khoon
investigations into any matters, which has or is likely to have material impact on the Group’s operating results or financial results.
auditors and the assistance given to them by management.
services would not in the AC’s opinion affect the independence of the external auditors.
controls, including financial, operational and compliance controls. Material non-compliance and internal control weaknesses noted
during their audit are reported to the AC together with their recommendations. The internal auditors follow up on the external auditors’
recommendations in a joint effort to strengthen the Group’s internal control systems.
controls in the Group.
members or the Head of Human Resource to raise concerns about improprieties.
investments and the company’s assets.
and compliance controls and risk management, is conducted annually. In this respect, the AC will review the audit plans, and the
findings of the auditors and will ensure that the Company follows up on the auditors’ recommendations raised, if any, during the audit
process.
information as well as management of business risks with a view to safeguarding shareholders’ investments and the Company’s assets.
The risk management framework implemented provides for systematic and structured review and reporting of the assessment of the
degree of risk, evaluation and effectiveness of controls in place and the requirements for further controls.
Officer for administrative purpose. The internal audit plan is approved by the AC. The results of the audit findings are submitted to the
AC for its review in its meeting. The scope of the internal audit covers the audits of all operations.
of the current scale of operations.
communicate their views on various matters affecting the Company.
be informed of all major developments that impact the Group.
(b) Annual Report prepared and issued to all shareholders;
(c) Press releases on major developments of the Group;
(d) Notices of and explanatory memoranda for AGM and extraordinary general meetings (“EGM”); and
(e) Company’s website at www.tunglok.com at which shareholders can access information on the Group.
Nominating Committees are normally available at the meetings to answer any question relating to the work of these committees. The
External Auditors shall also be present to assist the Directors in addressing any relevant queries by the shareholders.
strategy and goals. Notices of the meetings are advertised in newspapers and announced on SGXNET.
month prior to the announcement of the Company’s half yearly and yearly results as the case may be, and ending on the date of the
announcement of the relevant results. Directors and employees are expected to observe the insider trading laws at all times even when
dealing in securities within permitted trading period.
review and approval of the interested person transactions entered into by the Group. The Audit Committee has reviewed the rationale
and terms of the Group’s interested person transactions and is of the view that the interested person transactions are on normal
commercial terms and are not prejudicial to the interests of the shareholders.
a) Sale of food and beverages NIL
b) Management fee NIL
shareholders subsisted at the end of the financial year or have been entered into since the end of the previous financial year.
Pte. Ltd. There was no non-sponsor fee paid to the Sponsor or any of its affiliates for the financial year ended 31 March 2010.
Independent Auditors’ Report
Statements of Financial Position
Consolidated Statement of Comprehensive
Income
Statements of Changes in Equity
Consolidated Statement of Cash Flows
Notes to Financial Statements
Statistics of Shareholdings
position and statement of changes in equity of the company for the financial year ended March 31, 2010.
Tjioe Ka In
Ker Sin Tze (Dr)
Tan Eng Liang (Dr)
Ch’ng Jit Koon
Juliette Lee Hwee Khoon
BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES
object is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debentures in the
company or any other body corporate.
of the company and related corporations as recorded in the register of directors’ shareholdings kept by the company under
Section 164 of the Singapore Companies Act except as follows:
in name of director
deemed to have an interest
of year
of year
of year
At end
of year
Tjioe Ka In 54,000 54,000 53,200,000 53,200,000
the company and all the related corporations of the company.
be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the company or a related
corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial
interest except for salaries, bonuses and other benefits as disclosed in the financial statements. Certain directors received
remuneration from related corporations in their capacity as directors and/or executives of those related corporations.
granted.
exercise of an option to take up unissued shares.
option.
than Juliette Lee Hwee Khoon:
Ker Sin Tze (Dr)
Ch’ng Jit Koon
Juliette Lee Hwee Khoon
with executive directors and external and internal auditors of the company:
submission to the Board of Directors and external auditors’ report on those financial statements;
position of the company and the group;
for it to discharge its functions properly. The Audit Committee also has full discretion to invite any director and executive officer
to attend its meetings. The external and internal auditors have unrestricted access to the Audit Committee.
as external auditors of the group at the forthcoming Annual General Meeting of the company.
Tjioe Ka In
Date: June 23, 2010
of changes in equity of the company as set out on pages 26 to 83 are drawn up so as to give a true and fair view of the state of affairs of
the group and of the company as at March 31, 2010 and of the results, changes in equity and cash flows of the group and changes in
equity of the company for the financial year then ended and at the date of this statement, with the continued financial support by one
of its major shareholders, there are reasonable grounds to believe that the company will be able to pay its debts when they fall due.
Tjioe Ka Men
Tjioe Ka In
Singapore
Date: June 23, 2010
to the Members of Tung Lok Restaurants (2000) Ltd
(the group) which comprise the statement of financial position of the group and the company as at March 31, 2010, and the statement
of comprehensive income, statement of changes in equity and statement of cash flows of the group and the statement of changes in
equity of the company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set
out on pages 26 to 83.
the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes: devising
and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded
against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to
permit the preparation of true and fair profit and loss account and balance sheets and to maintain accountability of assets; selecting
and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
The procedures selected depend on the auditor’s judgement, 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 the internal control relevant
to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion.
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 March 31, 2010 and of the results,
changes in equity and cash flows of the group and changes in equity of the company for the year ended on that date; and
Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
Public Accountants and
Certified Public Accountants
Date: June 23, 2010
Cash and bank balances 6 16,173,890 10,438,629 12,461,079 164,722 59,459 101,958
Trade receivables 7 1,398,334 823,013 1,033,532 – – –
Other receivables and prepayments 8 684,850 617,600 1,662,513 20,810 33,301 786,694
Inventories 9 1,989,086 1,928,380 2,004,725 – – –
Total current assets 20,246,160 13,807,622 17,161,849 185,532 92,760 888,652
Trade receivables – non-current 7 124,579 153,033 181,487 – – –
Long-term security deposits 10 1,807,470 1,723,288 1,493,643 – – –
Advances to subsidiaries 11 – – –
Advances to associate 13 – – 356,221 – – –
Subsidiaries 14 – – – 2,756,059 2,462,190 2,054,565
Joint ventures 15 – – 203,047 60,000 45,000 30,000
Associate 16 110,329 – – – – –
Available-for-sale investments 17 125,000 100,000 – – – –
Other intangible asset 18 32,446 52,462 72,478 – – –
Goodwill 19 – 204,158 204,158 – – –
Property, plant and equipment 20 13,638,536 11,193,866 10,547,052 – – –
Total non-current assets 15,838,360 13,426,807 13,275,413 4,494,239 5,316,603 4,514,565
March 31, 2010
March 31, 2010
Trade payables 21 7,568,547 5,883,921 6,015,916 – – –
Other payables 22 13,191,518 10,099,757 11,202,392 3,995,775 4,389,901 3,466,198
Current portion of finance leases 23 271,222 331,702 352,162 – – –
Bank loans – current portion 24 2,173,288 2,028,855 895,621 – – –
Income tax payable 216,474 265,246 1,221,940 – – –
Total current liabilities 23,421,049 18,609,481 19,688,031 3,995,775 4,389,901 3,466,198
Other payables – non-current 22 287,879 269,798 – – – –
Finance leases 23 380,869 653,075 297,934 – – –
Long-term loans 24 4,558,267 1,388,110 1,577,236 – – –
Deferred tax liabilities 25 688,528 323,306 86,341 – – –
Total non-current liabilities 5,915,543 2,634,289 1,961,511 – – –
Share capital 26 10,269,503 10,269,503 10,269,503 10,269,503 10,269,503 10,269,503
Currency translation deficit (122,023) (332,244) (60,057) – – –
Accumulated losses (4,433,633) (5,083,203) (2,397,912) (9,585,507) (9,250,041) (8,332,484)
Equity attributable to owners
of the company 5,713,847 4,854,056 7,811,534 683,996 1,019,462 1,937,019
Minority interests 1,034,081 1,136,603 976,186 – – –
Total equity 6,747,928 5,990,659 8,787,720 683,996 1,019,462 1,937,019
$ $
Other operating income 28 2,278,635 1,293,840
Administrative expenses (27,523,170) (24,110,894)
Other operating expenses 29 (29,306,568) (28,076,718)
Share of loss of joint ventures 15 (320,763) (1,550,238)
Share of profit (loss) of associate 16 184,742 (930,241)
Finance costs 30 (289,905) (234,561)
Income tax expense 31 (555,343) (323,472)
Exchange differences on translation of foreign operations representing total
Total comprehensive income for the year, net of tax
Owners of the company 649,570 (2,685,291)
Minority interests 74,808 109,519
Owners of the company 859,791 (2,957,478)
Minority interests 71,051 109,519
Basic 33 0.46 (1.92)
year ended March 31, 2010
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year ended March 31, 2010
$ $
(Restated)
Share of loss of joint ventures 320,763 1,550,238
Share of (profit) loss of associate (184,742) 930,241
Depreciation of property, plant and equipment 3,028,683 2,777,985
Amortisation of other intangible asset 20,016 20,016
Impairment of goodwill from joint venture 204,158 205,948
Impairment loss on property, plant and equipment 100,172 212,000
Allowance for merchandise written down 70,659 –
Interest income (57,305) (32,912)
Interest expense 289,905 234,562
Loss on disposal of property, plant and equipment 270,223 5,457
Other receivables and prepayments A 160,400 (115,361)
Inventories (131,365) 76,345
Long-term security deposits (84,182) (229,645)
Trade payables 1,684,626 (131,995)
Other payables 2,119,771 (1,025,365)
Income tax paid (238,893) (1,043,200)
year ended March 31, 2010
$ $
(Restated)
Interest received 48,373 23,981
Proceeds from disposal of property, plant and equipment 5,251 –
Purchase of property, plant and equipment B (4,581,957) (3,175,248)
Advances to joint venture (309,734) (211,306)
Acquisition of additional equity interest in an associate – (543,885)
Acquisition of additional equity interest in joint venture A (300,000) –
Acquisition of available-for-sale investment (25,000) (100,000)
Loan from a minority shareholder – 315,000
Payment to minority shareholders of subsidiaries (233,573) (363,345)
Receipt from minority shareholders of subsidiaries 60,000 360,000
Proceeds from bank loans 4,782,680 2,200,000
Repayment of bank loans (1,468,090) (1,255,892)
Repayment of obligations under finance leases (332,686) (405,568)
Cash and cash equivalents at the beginning of the year 10,438,629 12,461,079
Effect of foreign exchange rate changes 47,146 (103,906)
Cash and cash equivalents at the end of the year C 16,173,890 10,438,629
(2009 : $344,777). The additional investment was satisfied by advances to the joint venture of $Nil (2009 : $245,705) and the
deposits of $Nil (2009 : $99,072) paid in prior year.
(2009 : $3,602,428) of which $Nil (2009 : $690,250) was acquired under finance lease arrangements and $2,059,782
(2009 : $774,972) remains unpaid at the end of the reporting period. Cash payments of $4,581,957 (2009 : $3,175,248) were
made to purchase property, plant and equipment.
$ $
Cash on hand 246,817 201,757
Short-term deposits 7,799,639 5,298,488
Total 16,173,890 10,438,629
year ended March 31, 2010
See accompanying notes to financial statements.
March 31, 2010
Bahru Road, #14-01/04 Central Plaza, Singapore 168730 and registered office at 1 Sophia Road, #05-03 Peace Centre,
Singapore 228149. The financial statements are expressed in Singapore dollars.
the financial statements.
realisation of assets and the satisfaction of liabilities in the normal course of business. As at March 31, 2010, the group’s and
company’s current liabilities exceeded their current assets by $3,174,889 and $3,810,243 (2009 : $4,801,859 and $4,297,141,
2008 : $2,526,182 and $2,577,546) respectively.
cash flows from the group’s restaurant operations and the continual financial support by one of its major shareholders,
Zhou Holdings Pte Ltd.
operating activities.
banks’ committed lines and the financial support by Zhou Holdings Pte Ltd, the group and company will be able to meet their
obligations as and when they fall due.
concern basis.
the company for the financial year ended March 31, 2010 were authorised for issue by the Board of Directors on June 23, 2010.
disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Companies
Act and Singapore Financial Reporting Standards (“FRS”).
revised FRSs and Interpretations of FRS (“INT FRS”) that are relevant to its operations and effective for annual periods beginning
on or after January 1, 2009. The adoption of these new/revised FRSs and INT FRSs does not result in changes to the group’s
and company’s accounting policies and has no material effect on the amounts reported for the current or prior years, except
as disclosed below:
March 31, 2010
format and content of the financial statements. In addition, the revised Standard requires the presentation of a third statement
of financial position at the beginning of the earliest comparative period presented if the entity applies new accounting policies
retrospectively or makes retrospective restatements or reclassifies items in the financial statements.
has elected not to provide comparative information for these expanded disclosures in the current year in accordance with the
transitional reliefs offered in these amendments.
of internal reports about components of the group that are regularly reviewed by the chief operating decision maker in order
to allocate resources to the segment and to assess its performance. In contrast, the predecessor Standard (FRS 14 Segment
Reporting) requires an entity to identify two sets of segments (business and geographical), using a risks and rewards approach,
with the entity’s ‘system of internal financial reporting to key management personnel’ serving only as the starting point for
the identification of such segments. Following the adoption of FRS 108, the identification of the group’s reportable segments
remained unchanged.
group’s Tung Lok First Card Scheme, operated for the benefit of its members, falls within the scope of the Interpretation. Under
the Tung Lok First Card Scheme, card members dining at the group’s restaurants are entitled to receive loyalty points dependent
on their level of spending, which can be used to offset subsequent spending.
revenue, with a separate liability for the estimated cost of the subsequent sales. However, INT FRS 113 requires that such
transactions to be accounted for as ‘multiple element revenue transactions’ and that the consideration received in the initial
sales transaction be allocated between the restaurant sale and dollar value entitlements earned by the customers in that sale
transaction.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
113. The impact of the change in accounting policy at the beginning of the comparative period has been to reduce accrued
expenses by $534,384, to increase deferred revenue by $1,526,812 and to decrease deferred tax liabilities by $259,558, with
a corresponding adjustment for the net effect of $829,059 against opening accumulated losses as disclosed in Note 37 to the
financial statements. At March 31, 2010, revenue deferred in relation to the scheme amounts to $839,621.
to the group and the company were issued but not effective:
have a material impact on the financial statements of the group and of the company in the period of their initial adoption,
except the following:
combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or
after July 1, 2009.
treatment for transactions that result in changes in a parent’s interest in a subsidiary. It is likely that these amendments will
significantly affect the accounting for such transactions in future accounting periods, but the extent of such impact will depend
on the detail of the transactions, which cannot be anticipated. The changes will be adopted prospectively for transactions after
the date of adoption of the revised Standards and, therefore, no restatements will be required in respect of transactions prior
to the date of adoption.
significant, but their impact can only be determined once the detail of future business combination transactions is known. The
amendments to FRS 103 will be adopted prospectively for transactions after the date of adoption of the revised Standard and,
therefore, no restatements will be required in respect of transactions prior to the date of adoption.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
and re-acquisition of any retained interest at fair value is extended by consequential amendment to FRS 28 (Revised); therefore,
when significant influence is lost, the investor measures any investment retained in the former associate at fair value, with any
consequential gain or loss recognised in profit or loss.
with the relevant transitional provisions and, therefore, no restatements will be required in respect of transactions prior to the
date of adoption.
and entities controlled by the company (its subsidiaries). Control is achieved where the company has the power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities.
income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
with those used by other members of the group.
interests consist of the amount of those interests at the date of the original business combination (see below) and the minority’s
share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s
interest in the subsidiary’s equity are allocated against the interests of the group except to the extent that the minority has a
binding obligation and is able to make an additional investment to cover its share of those losses.
impairment in net recoverable value that has been recognised in profit or loss .
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or
assumed, and equity instruments issued by the group in exchange for control of the acquiree, plus any costs directly attributable
to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for
recognition under FRS 103 are recognised at their fair values at the acquisition date.
business combination over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
recognised. If, after reassessment, the group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.
assets, liabilities and contingent liabilities recognised.
position when the group becomes a party to the contractual provisions of the instrument.
income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period. Income and
expense is recognised on an effective interest basis for debt instruments.
whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially
measured at fair value plus transaction costs.
are classified as “loans and receivables”. Loans and receivables are measured at amortised cost using the effective interest
method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables
when the recognition of interest would be immaterial.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
value is determined in the manner described in Note 4, gains and losses arising from changes in fair value are recognised in
other comprehensive income with the exception of impairment losses, interest calculated using the effective interest method
and foreign exchange gains and losses on monetary assets which are recognised directly in profit or loss. Where the investment
is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in other comprehensive income
and accumulated in revaluation reserve is reclassified to profit or loss. Dividends on available-for-sale equity instruments are
recognised in profit or loss when the group’s right to receive payments is established.
where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the
financial asset, the estimated future cash flows of the investment have been impacted. For available-for-sale equity instruments,
a significant or prolonged decline in the fair value of the investment below its cost is considered to be objective evidence of
impairment.
• default or delinquency in interest or principal payments; or
• it becoming probable that the borrower will enter bankruptcy or financial re-organisation.
in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could
include the group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio
past the average credit period of 30 days, as well as observable changes in economic conditions that correlate with default on
receivables.
amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable
is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are
credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or
loss.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
other comprehensive income are reclassified to profit or loss.
decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the
previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at
the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been
recognised.
through profit or loss. Any subsequent increase in fair value after an impairment loss is recognised in other comprehensive
income.
the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the group neither
transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the
group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the group retains
substantially all the risks and rewards of ownership of a transferred financial asset, the group continues to recognise the
financial asset and also recognises a collateralised borrowing for the proceeds received.
arrangements entered into and the definitions of a financial liability and an equity instrument.
liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis.
effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption
of borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing
costs.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
of obligation under the contract recognised as a provision in accordance with FRS 37 Provisions, Contingent Liabilities and
Contingent Assets and the amount initially recognised less cumulative amortisation in accordance with FRS 18 Revenue.
of ownership to the lessee. All other leases are classified as operating leases.
at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of
financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of
the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in
accordance with the group’s general policy on borrowing costs (see below). Contingent rentals are recognised as expenses in
the periods in which they are incurred.
unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset
are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are
incurred.
aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another
systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
comprises all costs of purchase and those overheads that have been incurred in bringing the inventories to their present location
and condition. Cost is calculated using the first-in-first-out method. Net realisable value represents the estimated selling price
less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
any accumulated impairment losses.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
the following bases:
Kitchen equipment – 20% to 331/3%
Leasehold property – 2%
Motor vehicles – 20%
changes in estimate accounted for on a prospective basis.
is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the
shorter of the lease term and its useful life.
between the sales proceeds and the carrying amounts of the asset and is recognised in profit or loss.
group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary recognised
at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any
accumulated impairment losses.
from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment
annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-
generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount
of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Ventures” and “Associates” below.
impairment losses. Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated useful lives.
The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any
changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives are not amortised.
Each period, the useful lives of such assets are reviewed to determine whether events and circumstances continue to support an
indefinite useful life assessment for the asset. Such assets are tested for impairment in accordance with the policy below.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an
individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
and whenever there is an indication that the asset may be impaired.
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset.
amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately
in profit or loss.
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss.
interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the
investee but is not control or joint control over those policies.
accounting. Under the equity method, investments in associates are carried in the consolidated statement of financial position
at cost as adjusted for post-acquisition changes in the group’s share of the net assets of the associate, less any impairment in
the value of individual investments. Losses of an associate in excess of the group’s interest in that associate (which includes any
long-term interests that, in substance, form part of the group’s net investment in the associate) are not recognised, unless the
group has incurred legal or constructive obligations or made payments on behalf of the associate.
contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included
within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the
group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after
reassessment, is recognised immediately in profit or loss.
interest in the relevant associate.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating
to the activities require the unanimous consent of the parties sharing control.
of accounting. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial
position at cost as adjusted for post-acquisition changes in the group’s share of the net assets of the joint ventures, less any
impairment in the value of individual investments. Losses of a joint venture in excess of the group’s interest in that joint venture
(which includes any long-term interests that, in substance, form part of the group’s net investment in the joint venture) are not
recognised, unless the group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
contingent liabilities of the joint venture recognised at the date of acquisition is recognised as goodwill. The goodwill is
included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of
the group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition,
after reassessment, is recognised immediately in profit or loss.
group’s interest in the joint venture.
event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made of the amount
of the obligation.
end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is
measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash
flows.
receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable
can be measured reliably.
comply with the conditions attaching to them and the grants will be received. Government grants whose primary condition
is that the group should purchase, construct or otherwise acquire non-current assets are recognised as deferred income in the
statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the
related assets.
are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or
losses already incurred or for the purpose of giving immediate financial support to the group with no future related costs are
recognised in profit or loss in the period in which they become receivable.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
amounts receivable for goods and services provided in the normal course of business, net of discounts and sales related
taxes.
the food and beverages are delivered;
applicable.
assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added
to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income
earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
fall due. Payments made to state-managed retirement benefit schemes, such as the Singapore Central Provident Fund, are dealt
with as payments to defined contribution plans where the group’s obligations under the plans are equivalent to those arising in
a defined contribution retirement benefit plan.
provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the
reporting period.
of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and
it further excludes items that are not taxable or tax deductible. The group’s liability for current tax is calculated using tax rate
(and tax laws) that have been enacted or substantively enacted in countries where the company and subsidiaries operate by
the end of the reporting period.
the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only recognised to the extent that it is probable that
there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected
to reverse in the foreseeable future.
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its
current tax assets and liabilities on a net basis.
March 31, 2010
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
credited or debited outside profit or loss (either in other comprehensive income or directly to equity), in which case the tax is
also recognised outside profit or loss (either in other comprehensive income or directly in equity, respectively) or where they
arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken
into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s
identifiable assets, liabilities and contingent liabilities over cost.
measured and presented in the currency of the primary economic environment in which the entity operates (its functional
currency). The consolidated financial statements of the group and the statement of financial position of the company are
presented in Singapore dollars, which is the functional currency of the company, and the presentation currency for the
consolidated financial statements.
currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period,
monetary items denominated in foreign currencies are retranslated at the rates prevailing on the end of the reporting period.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on
the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included
in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains
and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain
or loss is also recognised in other comprehensive income.
(including comparatives) are expressed in Singapore dollars using exchange rates prevailing on the end of the reporting period.
Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange
rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used.
Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component
of equity. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign
operation accumulated in a separate component of equity, shall be reclassified from equity to profit or loss (as a reclassification
adjustment) when the gain or loss on disposal is recognised.
items that, in substance, form part of the net investment in foreign entities) are recognised in other comprehensive income and
accumulated in the foreign currency translation reserve (attributed to minority interest, as appropriate).
foreign operation and translated at the closing rate.
March 31, 2010
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
are not expected to have a significant effects on the amounts recognised in the financial statements.
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year, are discussed below.
which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows
expected to arise from the cash-generating unit and an appropriate discount rate in order to calculate the present value
of the future cash flows. This calculation requires the use of judgement and estimates. The carrying amount of goodwill
is disclosed in Note 19 to the financial statements.
value in use of these subsidiaries, joint ventures and associate. The value in use calculation requires the entity to estimate
the future cash flows expected from the cash-generating unit and an appropriate discount rate in order to calculate the
present value of the future cash flows. Management has evaluated the recovery amount of those investments based on
such estimates and is confident that the allowance for impairment, where necessary, is adequate. The carrying amounts
of these investments at the end of the reporting period are stated in Notes 14, 15 and 16 to the financial statements.
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 amounts
of income tax payable and deferred tax liabilities are disclosed in the statements of financial position and in Note 25 to
the financial statements.
March 31, 2010
use calculation requires the group to estimate future cash flows expected to arise and a suitable discount rate in order
to calculate present value. The carrying amount of property, plant and equipment at the end of the reporting period was
$13,638,536 (2009 : $11,193,866) after an impairment loss of $100,172 (2009 : $212,000) was recognised during the
financial year.
2010 2009 2008 2010 2009 2008
Financial assets
(including cash and
bank balances) 19,924,023 13,590,867 16,902,329 1,845,748 2,881,533 3,284,944
Available-for-sale
investments 125,000 100,000 – – – –
Financial guarantee contracts – – – 213,282 122,826 84,850
strategies and its risk management philosophy. The group’s overall financial risk management programme seeks to
minimise potential adverse effects of financial performance of the group. Management provides principles for overall
financial risk management and policies covering specific areas, such as market risk (including interest rate risk, foreign
exchange risk), credit risk, liquidity risk, cash flow interest rate risk and investing excess cash.
March 31, 2010
measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.
market risk from changes in foreign exchange rates primarily with respect to the Renminbi. The group relies on
the natural hedges between such transactions.
assets and monetary liabilities are denominated in the respective group entities’ functional currencies, except as
indicated in the notes to the financial statements.
2008: $2,472,857). The interest rates are determined at the banks’ prime rate plus an applicable margin. The
group currently does not use any derivative financial instruments to manage its exposure to changes in interest
rates.
the end of the reporting period and the stipulated change taking place at the beginning of the financial year
and held constant throughout the reporting period in the case of instruments that have floating rates. A 50 basis
point increase or decrease is used when reporting interest rate risk internally to key management personnel and
represents management’s assessment of the possible change in interest rates.
for the year ended March 31, 2010 would decrease/increase by $33,658 (2009 : loss would increase/decrease by
$17,085; 2008: profit would decrease/increase by $12,364). This is mainly attributable to the group’s exposure to
interest rates on its variable rate borrowings. Interest rate movements have no impact on the group’s equity.
instruments carry fixed interest and are measured as amortise cost.
March 31, 2010
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
loss to the group. The group has adopted a policy of only dealing with creditworthy counterparties as a means
of mitigating the risk of financial loss from defaults.
advances to joint venture and associate. Liquid funds are placed with banks with high credit ratings. The credit
risk with respect to the trade receivables is limited as the group’s revenue is generated mainly from cash and
credit card sales. Where transactions are conducted other than on a cash basis, the group practises stringent
credit review. Allowance for impairment is made where there is an identified loss event which, based on previous
experience, is evidence of a reduction in the recoverability.
the full guaranteed amount is claimed by the counterparty to the guarantee is $885,000 and $8,268,646 (2009 :
$1,000,000 and $5,401,742) respectively. Based on the expectations at the end of the reporting period, the group
and company consider that it is more likely than not that no amount will be payable under the arrangement.
However, this estimate is subject to change depending on the probability of the counterparty claiming under the
guarantee which is a function of the likelihood that the financial receivables held by the counterparty which are
guaranteed suffer credit losses.
losses, and the exposure to defaults from financial guarantees above, represents the group’s and the company’s
maximum exposure to credit risk without taking account of the value of any collateral obtained.
spread over a broad base of customers.
are disclosed in Notes 7, 8, 11, 12 and 13 respectively.
its liquidity reserves comprising free cash flows from its operations and undrawn credit facilities from banks.
the end of the reporting period. As a result of the breach of loan covenant, the non-current portion of the loan
had been reclassified from non-current to current as of the end of the reporting period. Subsequently, on April
23, 2009, the group had refinanced the loan through another bank.
March 31, 2010
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
accounts. Depending on the specifics of the funding requirements, funding for its operating subsidiaries may be
either sourced directly from the group’s bankers or indirectly through the company.
contemplates the realisation of assets and the satisfaction of liabilities in the normal course of business. As at March
31, 2010, the group’s and company’s current liabilities exceeded their current assets by $3,174,889 and $3,810,243
(2009 : $4,801,859 and $4,297,141; 2008 : $2,526,182 and $2,577,546) respectively.
future cash flows from the group’s restaurant operations and the continual financial support by one of its major
shareholders, Zhou Holdings Pte Ltd.
from their operating activities.
availability of banks’ committed lines and the financial support by Zhou Holdings Pte Ltd, the group and
company will be able to meet their obligations as and when they fall due.
35, if the full guaranteed amount is claimed by the counterparty to the guarantee is $885,000 and $8,268,646
(2009 : $1,000,000 and $5,401,742) respectively. The earliest period that the guarantee could be called is
within 1 year (2009 : 1 year) from the reporting period. As mentioned in Note 4b (iii), the group and company
consider that it is more likely than not that no amount will be payable under the arrangement.
on a going concern basis.
has been drawn up based on the undiscounted cash flows of financial liabilities on the earliest date on which
the group and the company can be required to pay. The table includes both interest and principal cash flows.
The adjustment column represents the possible cash flows attributable to the instrument included in the maturity
analysis which is not included in the carrying amount of the financial liability on the statement of financial
position.
March 31, 2010
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
iv) Liquidity risk management (cont’d)
average
effective
demand
or within
$
2 to
$
5 years
Adjustment
Total
(Restated) (Restated) (Restated) (Restated) (Restated)
Non-interest bearing – 19,920,444 287,879 – – 20,208,323
Finance leases (fixed rate) 3.33 302,184 423,744 – (73,837) 652,091
Variable interest rate
instruments 4.59 2,430,060 3,956,488 955,815 (610,808) 6,731,555
Financial guarantee
contracts – 885,000 – – (885,000) –
Non-interest bearing – 14,909,604 269,798 – – 15,179,402
Finance leases (fixed rate) 3.35 383,920 706,784 20,229 (126,156) 984,777
Variable interest rate
instruments 5.02 2,184,618 1,277,274 214,392 (259,319) 3,416,965
Financial guarantee
contracts – 1,000,000 – – (1,000,000) –
Non-interest bearing – 15,691,496 – – – 15,691,496
Finance leases (fixed rate) 3.17 387,790 276,279 69,952 (83,925) 650,096
Variable interest rate
instruments 5.75 1,010,243 743,858 1,447,064 (728,308) 2,472,857
Financial guarantee
contracts – 1,106,768 – – (1,106,768) –
Non-interest bearing – 3,782,493 – – – 3,782,493
Financial guarantee
contracts – 8,481,928 – – (8,268,646) 213,282
Non-interest bearing – 4,267,075 – – – 4,267,075
Financial guarantee
contracts – 5,524,568 – – (5,401,742) 122,826
Non-interest bearing – 3,381,348 – – – 3,381,348
Financial guarantee
contracts – 4,314,571 – – (4,229,721) 84,850
March 31, 2010
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
iv) Liquidity risk management (cont’d)
on non-derivative financial asset is necessary in order to understand the group’s liquidity risk management as
the group’s liquidity risk is managed on a net asset and liability basis. The tables below has been drawn up
based on the undiscounted contractual maturities of the financial assets including interest that will be earned
on those assets except where the group and the company anticipate that the cash flow will occur in a different
period. The adjustment column represents the possible future cash flows attributable to the instrument included
in the maturity analysis which are not included in the carrying amount of the financial asset on the statement of
financial position.
average
effective
interest rate
On
demand
or within
2 to
After
% $ $ $ $ $
Non-interest bearing – 10,192,335 1,907,133 149,916 – 12,249,384
Fixed interest rate instruments 0.23 7,799,639 – – – 7,799,639
Non-interest bearing – 6,416,058 1,850,816 125,505 – 8,392,379
Fixed interest rate instruments 0.46 5,298,488 – – – 5,298,488
Non-interest bearing – 9,261,221 1,840,604 51,853 – 11,153,678
Fixed interest rate instruments 1.84 5,392,430 379,625 – (23,404) 5,748,651
Non-interest bearing – 162,440 1,678,180 – – 1,840,620
Fixed interest rate instruments 0.10 5,128 – – – 5,128
Non-interest bearing – 66,998 2,809,413 – – 2,876,411
Fixed interest rate instruments 0.33 5,122 – – – 5,122
Non-interest bearing – 849,838 2,430,000 – – 3,279,838
Fixed interest rate instruments 0.33 5,106 – – – 5,106
March 31, 2010
4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b) Financial risk management policies and objectives (cont’d)
generally purchased based on market prices established with the suppliers. Although many of the products
purchased are subject to changes in commodity prices, certain purchasing contracts or pricing arrangements
contain risk management techniques designed to minimise price volatility. Typically, the group uses these
types of purchasing techniques to control costs as an alternative to directly using financial instruments to hedge
commodity prices. Where commodity cost increases significantly and appears to be long-term in nature,
management addresses the risk by adjusting the menu pricing or changing the product delivery strategy.
approximate their respective fair values due to the relatively short-term maturity of these financial instruments.
statements.
accepted pricing models based on discounted cash flow analysis using prices from observable current market
transactions.
maximising the return to stakeholders through the optimisation of the debt and equity balance.
equity attributable to owners of the company, comprising issued capital, reserves and accumulated losses.
and the risks associated with each class of capital. Management also ensures that the group maintains gearing ratios
within a set range to comply with the loan covenant imposed by the bank. The group will balance its overall capital
structure through the payment of dividends and new share issues as well as the issue of new debt or the redemption
of existing debt. The group is in compliance with externally imposed capital requirements for the financial year ended
March 31, 2010.
March 31, 2010
if one party has the ability to control the other party or exercise significant influence over the other party in making financial
and operating decision.
between the parties are reflected in these financial statements. The balances are unsecured, interest-free and repayable upon
demand unless otherwise stated.
note. Details of transactions between the group and related parties are disclosed below.
income, are as follows:
2010 2009
With joint ventures
Purchase of food and beverages 1,871,730 1,939,927
Management fee income – (72,000)
2010 2009
$ $
Post-employment benefits 77,197 89,299
Total 1,664,937 1,867,387
performance of individuals and market trends.
March 31, 2010
2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
Cash on hand 246,817 201,757 166,472 2 2 2
Short-term deposits 7,799,639 5,298,488 5,392,430 5,128 5,122 5,106
Total 16,173,890 10,438,629 12,461,079 164,722 59,459 101,958
months or less. The carrying amounts of these assets approximate their fair values.
to 2.72%) per annum and for a tenure of approximately 7 to 188 days (2009 : 7 days; 2008 : 7 days). The short-term deposits
are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
2010 2009 2008
Outside parties 1,305,499 706,561 832,130
Total 1,522,913 976,046 1,215,019
Current portion 1,398,334 823,013 1,033,532
balance.
2008 : $181,487) if this is not recoverable from the related parties.
7 years from 2007.
March 31, 2010
2010 2009 2008
$ $ $
Past due but not impaired (i)
worthiness and defines credit limits to customer. Credit limits attributed to customers are reviewed periodically. Most of the
trade receivables that are neither past due nor impaired relate to customers that the company has assessed to be creditworthy,
based on the credit evaluation process performed by management.
which are past due at the end of the reporting period for which the group has not provided for impairment as there has not been
a significant change in credit quality and the amounts are still considered recoverable. The group does not hold any collateral
over these balances.
2010 2009 2008 2010 2009 2008
Advances to:
(Note 14) – – – 1,498 9,976 750,000
Joint ventures
(Note 15) – – 326,472 – – –
An associate
(Note 16) 246,462 249,206 186,265 – – –
Income tax
recoverable 15,515 18,191 20,609 15,515 18,191 20,609
Refundable security
deposits – 35,845 408,188 – – –
Other receivables 173,288 167,854 238,115 1,348 2,685 2,986
Total 684,850 617,600 1,662,513 20,810 33,301 786,694
March 31, 2010
2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
impaired 173,288 203,699 722,662 2,846 12,661 752,986
Past due but not
impaired (i) 246,462 249,206 436,378 – – –
Total 419,750 452,905 1,159,040 2,846 12,661 752,986
collectively assessed (ii) – 1,504,576 426,779 – – –
– – – – – –
that are past due but
not impaired
impaired as there has not been a significant change in credit quality and the amounts are still considered recoverable.
management’s best estimate of the difference between the carrying amount of these receivables and present value of expected
future repayments.
March 31, 2010
2010 2009 2008
$ $ $
Cook books 38,613 98,903 96,583
Total 1,989,086 1,928,380 2,004,725
inventory to net realisable value.
Group
$ $ $
counterparties who are creditworthy and accordingly, no provision is required.
Company
$ $ $
Allowance for impairment (5,982,000) (3,860,000) (1,360,000)
discounting future cash flows at market rates.
2010 2009 2008
$ $ $
March 31, 2010
and subsequently in 2009, the amount had been capitalised.
difference between the carrying amount of these advances and present value of expected future repayments and the effect was
included in the share of loss of joint ventures.
discounting future cash flows at market rates.
denominated in United States dollars.
2010 2009 2008
$ $ $
within the next 12 months. Management believed then that no provision was required based on its best estimate of expected
future repayments. In 2009, advances amounting to $392,237 had been written off based on management’s best estimate of the
difference between the carrying amount of these advances and present value of expected future repayments.
discounting future cash flows at market rates.
in United States dollars.
March 31, 2010
2010 2009 2008
(Restated) (Restated)
Impairment loss (1,200,000) (1,200,000) (1,200,000)
Fair value adjustment on interest-free loan to subsidiary 305,148 230,865 –
Fair value of financial guarantees issued on behalf of subsidiaries at free
of consideration 654,196 434,610 257,850
Total 2,756,059 2,462,190 2,054,565
based on the available data, and the estimated future cash flows discounted to its present value by using a pre-tax discount rate
of 9.4% (2009 : 9.4%; 2008 : 6.5%) that reflects current market assessment of the time value of money and the risks specific to
the subsidiary. The management has assessed that growth rate of its subsidiaries ranged from 2% to 15% (2009 : 2% to 10%;
2008 : 2% to 20%).
Country of incorporation/
Proportion of ownership interest and
i) Held by the company
holding
Ltd (1)
March 31, 2010
Country of incorporation/
Proportion of ownership interest and
2010 2009 2008
ii) Held by Tung Lok
(Asia Pacific) Pte Ltd (1)
Pte Ltd (1)
Virgin
Islands
management services
(China) Holdings Pte Ltd
(Restaurant) Company Ltd (3)
(Singapore) Pte Ltd (1)
(2) Not audited as its operations are not significant to the group.
(3) Audited by BDO China Lixin Dahua CPA Co., Ltd
(4) Incorporated on June 3, 2008.
March 31, 2010
2010 2009 2008 2010 2009 2008
(Restated) (Restated)
shares, at cost 2,775,978 2,475,978 2,131,201 1,000,000 1,000,000 1,000,000
acquisition reserves (2,521,321) (2,423,901) (1,807,606) – – –
Net (745,343) (947,923) (676,405) – – –
Excess of nominal
of advances to joint
venture – – 58,819 – – –
guarantees issued
on behalf of joint
venture at free of
consideration – – – 60,000 45,000 30,000
Current liabilities
(745,343) (947,923) (617,586) 60,000 45,000 30,000
An impairment loss of $1,000,000 (2009 : $1,000,000), representing the entire cost of investment in the joint venture of the
company, has been provided as the joint venture ceased operations in the past.
March 31, 2010
Country of incorporation/
Percentage of equity held by the
% % %
i) Held by the company
Entertainment Pte Ltd (1) & (2)
(China) Holdings Pte Ltd
Company Ltd (3)
Millennium Pte Ltd
Cuisine Pte Ltd (1)
manufacturer
(2) Struck off on April 15, 2009.
(3) Audited by BDO China Lixin Dahua CPA Co., Ltd for equity accounting purposes. Although the group holds more than
has ceased operations towards the end of the financial year 2009. In view of this entity’s capital deficiency, the group
has provided financial support to this entity. The effect of this is disclosed in Note 22 to the financial statements.
March 31, 2010
15 jOINT VENTURES (cont’d)
2010 2009 2008
Group’s share of net assets
Non-current assets 236,728 359,845 1,093,836
Current liabilities (1,605,890) (2,103,472) (3,111,227)
Non-current liabilities – – (15,531)
Net liabilities (745,343) (947,923) (676,405)
Expenses (1,950,750) (4,002,166) (3,810,140)
Loss for the year (320,763) (1,550,238) (962,545)
2010 2009 2008
$ $ $
Share of post-acquisition reserves (1,422,016) (1,642,584) (1,040,191)
Net 110,329 (110,239) (51,731)
Current liabilities (Note 22) – (110,239) (51,731)
Net assets (liabilities) 110,329 (110,239) (51,731)
March 31, 2010
Country of incorporation/
Percentage of equity held by the
2010 2009 2008
Held by Tung Lok
(China) Holdings Pte Ltd
Tung Lok Catering
Management Inc (1)
deficiency, the group has provided financial support to this entity. The effect of this is disclosed in Note 22 to the
financial statements.
2010 2009 2008
$ $ $
Group’s share of net assets
Non-current assets 51,087 85,058 748,812
Current liabilities (698,530) (975,957) (1,086,746)
Net assets (liabilities) 110,329 (110,239) (51,731)
Expenses (1,049,007) (2,569,196) (1,873,930)
Profit (loss) for the year 184,742 (930,241) (518,496)
March 31, 2010
2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
shares, at cost 138,050 113,050 13,050 13,050 13,050 13,050
investment company – 127,554 127,554 – 127,554 127,554
Impairment loss (13,050) (140,604) (140,604) (13,050) (140,604) (140,604)
Total 125,000 100,000 – – – –
Culinary Institute Pte Ltd incorporated in Singapore and PT Taipan Indonesia, incorporated in Indonesia. These companies are
engaged in the restaurateur activity.
repayable only at the discretion of the investment company or upon its liquidation. The amount, which was fully impaired in
previous years, has been written-off during the year.
the unquoted equity shares cannot be reliably measured. No impairment loss has been recognised in profit or loss during the
year.
amount. An impairment loss of $13,050 (2009 : $140,604; 2008 : $140,604) has been provided.
$
Balance as at April 1, 2007, March 31, 2008, March 31, 2009 and March 31, 2010 100,000
Balance as at April 1, 2007 7,506
Amortisation for the year 20,016
Balance as at March 31, 2008 27,522
Amortisation for the year 20,016
Balance as at March 31, 2009 47,538
Amortisation for the year 20,016
Balance as at March 31, 2010 67,554
At March 31, 2010 32,446
March 31, 2010
period is five years. The amortisation is included in ‘other operating expenses’ in profit or loss.
$
Balance as at April 1, 2007, March 31, 2008, March 31, 2009 and March 31, 2010 310,468
Balance as at April 1, 2007, March 31, 2008 and March 31, 2009 106,310
Impairment loss recognised 204,158
Balance as at March 31, 2010 310,468
At March 31, 2008 and March 31, 2009 204,158
impaired.
use calculation. The calculation uses cash flow projection based on a financial budget approved by management for the next
5 years based on an estimated growth rate of 3% at discount rate of 9.4% per annum. The carrying amount of goodwill at the
end of the reporting period was $Nil (2009 : $204,158; 2008 : $204,158) after an impairment loss of $204,158 (2009 : $Nil;
2008 : $Nil) was recognised during the financial year.
March 31, 2010
fixtures and
equipment
equipment
property
vehicles Total
Group
At April 1, 2007 15,448,519 4,425,226 3,555,867 327,616 23,757,228
Additions 3,110,659 941,946 – 313,314 4,365,919
Disposals (1,897,116) (1,016,297) – (66,006) (2,979,419)
Exchange differences 3,575 1,374 – – 4,949
At March 31, 2008 16,665,637 4,352,249 3,555,867 574,924 25,148,677
Additions 2,661,818 834,416 – 106,194 3,602,428
Disposals (69,598) (107,304) – – (176,902)
Exchange differences 123,439 46,295 – – 169,734
At March 31, 2009 19,381,296 5,125,656 3,555,867 681,118 28,743,937
Additions 4,043,829 1,753,439 – 69,499 5,866,767
Disposals (650,331) (43,932) – (18,250) (712,513)
Exchange differences (68,604) (25,135) – – (93,739)
At March 31, 2010 22,706,190 6,810,028 3,555,867 732,367 33,804,452
At April 1, 2007 10,849,739 3,293,820 393,128 120,447 14,657,134
Depreciation 1,721,219 435,688 71,119 88,877 2,316,903
Eliminated on disposal (1,881,705) (989,533) – (66,006) (2,937,244)
Exchange differences 1,777 664 – – 2,441
At March 31, 2008 10,691,030 2,740,639 464,247 143,318 14,039,234
Depreciation 2,052,279 535,875 71,119 118,712 2,777,985
Eliminated on disposal (66,378) (105,067) – – (171,445)
Exchange differences 94,040 35,866 – – 129,906
At March 31, 2009 12,770,971 3,207,313 535,366 262,030 16,775,680
Depreciation 2,131,058 682,658 71,119 143,848 3,028,683
Eliminated on disposal (400,390) (33,078) – (8,822) (442,290)
Exchange differences (48,845) (21,875) – – (70,720)
At March 31, 2010 14,452,794 3,835,018 606,485 397,056 19,291,353
March 31, 2010
fixtures and Kitchen Leasehold Motor
equipment equipment property vehicles Total
At April 1, 2007 and March 31, 2008 527,115 35,276 – – 562,391
Impairment loss 212,000 – – – 212,000
At March 31, 2009 739,115 35,276 – – 774,391
Impairment loss 88,972 11,200 – – 100,172
At March 31, 2010 828,087 46,476 – – 874,563
At March 31, 2010 7,425,309 2,928,534 2,949,382 335,311 13,638,536
are making losses during the year. The recoverable amount of the relevant assets of the restaurants have been determined on
the basis of their value in use. The discount rate used in measuring value in use was 9.4% (2009 : 9.4%; 2008 : 6.5%). The
management has assessed that growth rate of its restaurants ranged from 2% to 15% (2009 : 2% to 10%; 2008 : 2% to 20%).
are secured under the finance lease arrangements:
2010 2009 2008
$ $ $
Motor vehicles 333,844 402,300 418,531
Kitchen equipment 94,032 155,002 156,943
Total 773,828 1,023,143 981,781
bank loans (Note 24).
March 31, 2010
20 PROPERTY, PLANT AND EQUIPMENT (cont’d)
(sq ft)
#11-05 to 09 building March 13, 1997
Enterprise Centre
Singapore 658080
2010 2009 2008
$ $ $
Related parties (Note 5) 141,561 67,288 192,153
Total 7,568,547 5,883,921 6,015,916
2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
(Restated) (Restated)
subsidiaries (Note 14) – – – 3,551,078 3,947,951 3,040,951
Advances
from corporate
shareholders
of subsidiaries 287,879 329,798 60,000 – – –
Refundable security
deposits 760,553 834,315 1,240,132 – – –
Deferred revenue 839,621 1,074,074 1,526,812 – – –
Accrued expenses 6,543,245 4,518,476 4,895,744 224,681 231,508 216,486
Financial guarantee
contracts – – – 213,282 122,826 84,850
Net liabilities of a joint
venture (Note 15) 745,343 947,923 820,633 – – –
Net liabilities of an
associate (Note 16) – 110,239 51,731 – – –
Others 4,302,756 2,554,730 2,607,340 6,734 87,616 123,911
Total 13,479,397 10,369,555 11,202,392 3,995,775 4,389,901 3,466,198
Non current portion (287,879) (269,798) – – – –
Current portion 13,191,518 10,099,757 11,202,392 3,995,775 4,389,901 3,466,198
March 31, 2010
of subsidiaries are unsecured, interest-free and repayable by 2012.
credit facilities utilised by certain subsidiaries.
Shanghai Jinjiang Tung Lok Catering Management Inc, are in capital deficiency positions as at March 31, 2010. The group
has provided financial support to these entities. Accordingly, losses of the joint venture and associate in excess of the group’s
interest amounting to $745,343 and $Nil (2009: $947,923 and $110,239; 2008 : $820,633 and $51,731) respectively, have
been recognised by the group.
expenses and purchases of plant and equipment.
2010 2009 2008 2010 2009 2008
Group
under finance leases:
In the second to fifth
year inclusive 423,744 706,784 276,279 380,869 635,966 238,690
More than five years – 20,229 69,952 – 17,109 59,244
charges (73,837) (126,156) (83,925) N/A N/A N/A
Present value of lease
obligations 652,091 984,777 650,096 652,091 984,777 650,096
settlement within 12
months (shown under
current liabilities) (271,222) (331,702) (352,162)
Amount due for
settlement after 12
months 380,869 653,075 297,934
March 31, 2010
the year ended March 31, 2010, the average borrowing rate was 3.33% (2009 : 3.35%; 2008 : 3.17%) per annum. Interest
rates are fixed at the contract date, and thus expose the group to fair value interest rate risk. All leases are on a fixed repayment
basis and no arrangements have been entered into for contingent rental payments.
equipment (Note 20).
2010 2009 2008
$ $ $
In the second year 1,662,948 826,155 218,922
In the third year 1,377,409 314,621 76,288
In the fourth year 544,404 28,000 76,288
In the fifth year 97,444 28,000 76,288
After five years 876,062 191,334 1,129,450
(shown under current liabilities) (2,173,288) (2,028,855) (895,621)
Amount due for settlement after 12 months 4,558,267 1,388,110 1,577,236
June 2001 and will continue until May 2021. The loan carries effective interest at 4.45% (2009 : 3.55%; 2008 : 5.75%)
per annum, which is bank commercial financing rate minus 0.05%;
March 31, 2010
in January 2006 and will continue until December 2024. The loan carried effective interest at Nil% (2009 : 5.25%;
2008 : 5.25%) per annum, which is prime rate minus 0.5%. In 2009, there was a breach of financial covenants relating
to this bank loan and waiver or rectification of the breach was not obtained as of March 31, 2009. Due to the breach
of loan covenants, the loan became repayable on demand and hence, the non-current portion of the loan has been
reclassified from non-current to current. Subsequently, on April 23, 2009, the group has refinanced the loan through
another bank;
2006 and had been fully repaid in the financial year ended March 31, 2009. The loan carried effective interest at Nil%
(2009 : 6.50%; 2008 : 6.50%) per annum, which is prime rate plus 0.75%;
March 2006 and had been fully repaid in the financial year ended March 31, 2009. The loan carried effective interest
at Nil% (2009 : 5.75%; 2008 : 5.75%) per annum, which is prime rate plus 0.75%;
2007 and has been fully repaid during the year. The loan carried effective interest at 6.50% (2009 : 6.50%; 2008 :
6.50%) per annum;
September 2007 and has been fully repaid during the year. The loan carried effective interest at 6.50% (2009 : 6.50%;
2008 : 6.50%) per annum;
will continue until May 2011. The loan carries effective interest at 5.65% (2009 : 5.65%) per annum, which is prime
rate plus 0.65%;
2008 and will continue until October 2011. The loan carries effective interest at 5.65% (2009 : 5.65%) per annum,
which is prime rate plus 0.65%;
2008 and will continue until November 2011. The loan carries effective interest at 5.65% (2009 : 5.65%) per annum,
which is prime rate plus 0.65%;
May 2013. The loan carries effective interest at 5.00% per annum; and
until July 2024. The loan carries effective interest at 1.86% per annum, which is cost of fund rate plus 1.25%.
March 31, 2010
24 LONG-TERM BANK LOANS (cont’d)
depreciation
(Restated)
Overprovision in prior years (8,080)
Credit to profit or loss for the year (256,158)
At March 31, 2008 86,341
Underprovision in prior years (Note 31) 18,000
Charge to profit or loss for the year (Note 31) 218,965
At March 31, 2009 323,306
Underprovision in prior years (Note 31) 90,000
Charge to profit or loss for the year (Note 31) 275,222
At March 31, 2010 688,528
Number of ordinary shares $ $ $
At beginning and
end of year 140,000,000 140,000,000 140,000,000 10,269,503 10,269,503 10,269,503
declared by the company.
March 31, 2010
2010 2009
$ $
Service charges 6,618,345 5,806,560
Management fees 424,750 583,249
Total 81,343,213 73,427,812
2010 2009
(Restated)
Non-related companies 48,374 23,981
Related parties (Note 5) 8,931 8,931
Expired card membership points 434,827 598,898
Government grant 75,888 –
Job credit 1,028,643 314,943
Others 681,972 347,087
Total 2,278,635 1,293,840
2010 2009
$ $
(Restated)
Utilities charges 4,535,427 4,715,067
Repair and maintenance 3,854,058 3,121,006
Depreciation 3,028,683 2,777,985
Commission expense 1,754,016 1,783,225
Advertising and promotions 667,371 904,700
Professional fees 556,609 493,444
Utensils 420,306 651,336
Decorations 304,644 328,111
Other receivables written off 30,935 29,393
Amortisation of other intangible asset 20,016 20,016
Impairment loss on property, plant and equipment 100,172 212,000
Impairment of goodwill arising from investment in joint venture 204,158 205,948
Others 3,141,986 3,375,683
Total 29,306,568 28,076,718
March 31, 2010
2010 2009
Interest on:
Bank loans 219,502 186,953
Obligations under finance leases 52,322 36,397
Others 18,081 11,211
Total 289,905 234,561
2010 2009
$ $
(Restated)
Current tax 172,333 100,373
Adjustments recognised in the current year in relation to the current tax of prior years 6,256 (38,999)
Deferred tax 275,222 218,965
Adjustments recognised in the current year in relation to the deferred tax of prior years 90,000 18,000
Withholding tax 11,532 25,133
Total tax expense 555,343 323,472
jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
Group
$ $
(Restated)
Profit (Loss) before tax 1,279,721 (2,252,300)
Tax effect of share of results of joint ventures (54,530) 263,540
Tax effect of share of results of associate 31,406 158,141
Adjustments recognised in the current year in relation to the current tax of prior years 6,256 (38,999)
Adjustments recognised in the current year in relation to the deferred tax of prior years 90,000 18,000
Effect of expenses that are not deductible in determining taxable profit 237,652 409,559
Effect on deferred tax balances due to the change in income tax rate from 18% to 17% – (20,122)
Effect of unused tax losses and tax offsets not recognised as deferred tax assets 159,190 6,762
Effect of previously unrecognised and unused tax losses and tax offsets now
Impairment loss on goodwill that is not deductible 34,702 –
Effect of different tax rate of subsidiaries operating in other jurisdictions (39,880) (57,401)
Tax exemption (110,525) (96,118)
Withholding tax 11,532 25,133
Others (18,405) 37,868
Income tax expense recognised in profit or loss 555,343 323,472
March 31, 2010
as follows:
2010 2009
a) Tax loss carryforwards
Adjustment to prior year (509,510) (7,547)
Amount utilised in current year (160,249) (349,201)
Amount in current year 735,229 215,363
At end of year 1,049,724 984,254
Adjustment to prior year (120,838) (166,440)
Amount in current year 304,915 173,619
At end of year 569,247 385,170
and the tax authorities in the relevant foreign tax jurisdictions in which the group operates, as well as conditions imposed by
law. In addition, the Singapore tax loss carryforwards and other temporary differences are subject to the retention of majority
shareholders as defined.
streams.
March 31, 2010
2010 2009
$ $
Cost of defined contribution plans (included in staff costs) 1,627,629 1,418,932
Cost of inventories recognised as expense 25,086,463 22,071,300
Allowance for merchandise written down 70,659 –
Loss on disposal of property, plant and equipment 270,223 5,457
Non-audit services fees: Auditors of the company – 7,000
Audit fees:
– Auditors of the company 206,500 203,000
– Other auditors 48,839 35,800
Directors’ remuneration:
– of the company 382,086 406,779
– of the subsidiaries 341,989 386,429
Directors’ fees 150,000 150,000
Net foreign exchange loss (gain) 6,587 (41,632)
of $2,685,291) divided by 140,000,000 (2009 : 140,000,000) being the number of ordinary shares outstanding during the
financial year. There is no dilution of earnings per share as no share options were granted.
March 31, 2010
of segment performance is specifically focused on the restaurant business which forms the basis of identifying the operating
segments of the group under FRS 108. The aggregated restaurant business is therefore be the group’s reportable segment.
Sales revenue by geographical market
$ $
People’s Republic of China 1,396,905 2,816,314
Total 81,343,213 73,427,812
ventures, associates and “other” financial assets) analysed by the geographical location in which the assets are located:
Non-current assets
$ $
People’s Republic of China – 230,434
Total 13,670,982 11,450,486
March 31, 2010
2010 2009 2010 2009
Corporate guarantees issued for bank facilities, finance
lease facilities and corporate loans granted to:
– Subsidiaries (unsecured) – – 7,383,646 4,401,742
– Joint venture companies (unsecured) 885,000 1,000,000 885,000 1,000,000
Total 885,000 1,000,000 8,268,646 5,401,742
2010 2009
$ $
incurred during the year.
due as follows:
2010 2009
$ $
In the second to fifth years inclusive 10,992,917 6,607,745
Total 20,029,871 15,138,203
negotiated and rentals are fixed for an average of 3 years (2009 : 3 years).
contingent rental would be payable by the group based on a percentage of monthly turnover in excess of a specified amount.
March 31, 2010
current year’s financial statements mainly following the group and company’s adoption of the INT FRS 113 Customer Loyalty
Programmes that became effective during the year.
statement of changes in equity and statements of cash flows and the related notes to the financial statements. Comparative
figures have been adjusted to conform the current year’s presentation.
years.
Income tax payable 195,995 69,251 265,246
Deferred tax liabilities 505,899 (182,593) 323,306
Income tax payable 1,125,751 96,189 1,221,940
Deferred tax liabilities 345,899 (259,558) 86,341
March 31, 2009
Joint ventures – 45,000 45,000
Joint ventures – 30,000 30,000
March 31, 2010
reported adjustments As restated
$ $ $
Other operating expenses 28,263,850 (187,132) 28,076,718
Loss before tax (2,546,580) 294,280 (,2,252,300)
Income tax expense 273,444 50,028 323,472
Loss for the year (2,820,024) 244,252 (2,575,772)
Basis (2.09) 0.17 (1.92)
Diluted (2.09) 0.17 (1.92)
Year ended March 31, 2009
Class of Shares : Ordinary shares
Voting Rights : One vote per share
NO. OF
% OF
% OF ISSUED
1 to 999 3 0.39 710 0.00
1,000 to 10,000 523 68.82 1,834,300 1.31
10,001 to 1,000,000 222 29.21 17,553,990 12.54
1,000,001 AND ABOVE 12 1.58 120,611,000 86.15
TOTAL 760 100.00 140,000,000 100.00
Rule 723 of the SGX-ST Listing Manual – Section B: Rules of the Catalist which states that an issuer must ensure that at least 10% of
its ordinary shares is at all times held by the public.
% OF ISSUED
1 ZHOU HOLDINGS PTE LTD 53,200,000 38.00
2 GOODVIEW PROPERTIES PTE LTD 20,020,000 14.30
3 TEE YIH JIA FOOD MANUFACTURING PTE LTD 20,000,000 14.29
4 GOH CHENG LIANG 9,348,000 6.68
5 UOB KAY HIAN PTE LTD 4,107,000 2.93
6 SIM LAI HEE 4,104,000 2.93
7 TAY KWANG THIAM 2,716,000 1.94
8 LO TAK MENG 2,363,000 1.69
9 SIM BENG HUAT HENRY 2,327,000 1.66
10 YEOW SENG (SHARK’S FIN) PTE LTD 1,350,000 0.96
11 CHIN KAI SENG 1,076,000 0.77
12 DBS VICKERS SECURITIES (S) PTE LTD 1,000,000 0.71
13 ANG YU SENG 710,000 0.51
14 KIM ENG SECURITIES PTE. LTD. 700,000 0.50
15 ANG TJIA LENG @ WIDJAJA LINDA ANGGRAINI 689,000 0.49
16 UNITED OVERSEAS BANK NOMINEES PTE LTD 655,000 0.47
17 YIO KANG LENG 600,000 0.43
18 NO SIGNBOARD SEAFOOD RESTAURANT PTE LTD 546,000 0.39
19 DBS NOMINEES PTE LTD 502,000 0.36
20 NEO MENG HWA 444,000 0.32
as at 10 june 2010
as at 10 june 2010
Zhou Holdings Pte Ltd 53,200,000 38.00 – –
Goh Cheng Liang 9,348,000 6.68 – –
Zhou Yingnan – – 53,200,000* 38.00
Tjioe Ka Men 226,000 0.16 53,889,000*** 38.49
Tjioe Ka In 54,000 0.03 53,200,000* 38.00
Goodview Properties Pte Ltd 20,000,000 14.29 – –
Far East Organisation Centre Pte Ltd – – 20,000,000# 14.29
Mdm Tan Kim Choo – – 20,238,000## 14.46
Estate of Ng Teng Fong, Deceased – – 20,238,000### 14.46
Tee Yih Jia Food Manufacturing Pte Ltd 20,000,000 14.29 – –
Goi Seng Hui – – 20,000,000** 14.29
Act, Cap 50
Widjaja Linda Anggraini (spouse) by virtue of Section 7 of the Companies Act, Cap 50
Companies Act, Cap 50
a controlling interest in Far East Organisation Centre Pte Ltd, (“Far East”) which in turn has a controlling interest in Goodview
and 238,000 shares held by Kuang Ming Investments Pte. Ltd. (“KMI”) by virtue of she having more than 20% interest in KMI
by virtue of Section 7 of the Companies Act, Cap 50
turn has a controlling interest in Goodview and 238,000 shares held by KMI as its associate, Mdm Tan Kim Choo has more than
20% interest in KMI by virtue of Section 7 of the Companies Act, Cap 50
Parade Hotel, 1 Tanglin Road, Level 2, Antica Ballroom, Singapore 247905 on Friday, 23 July 2010 at 11.00 a.m. for the following
purposes: –
and Auditors.
Company’s Articles of Association.
re-appointed as a Director of the Company to hold office until the next Annual General Meeting.”
the Audit Committee, Nominating Committee and Chairman of the Remuneration Committee and
will be considered independent.
re-appointed as a Director of the Company to hold office until the next Annual General Meeting.”
the Audit Committee, a member of the Nominating Committee and Remuneration Committee and
will be considered independent.
authority be and is hereby given to the Directors of the Company to:
shares to be issued, including but not limited to the creation and issue of (as well as adjustments
to) warrants, debentures or other instruments convertible into shares,
may, in their absolute discretion deem fit; and
issue shares in pursuance of any Instrument made or granted by the Directors whilst this resolution
was in force.
of the total number of issued shares in the Company (excluding treasury shares), of which the
aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the
Company does not exceed 50% of the total number of issued shares in the capital of the Company
(excluding treasury shares);
(a) above, the percentage of issued shares shall be based on the total number of issued shares
in the capital of the Company (excluding treasury shares) at the time this resolution is passed, after
adjusting for (i) new shares arising from the conversion or exercise of any convertible securities or
share options or vesting of share awards which are outstanding at the time this resolution is passed,
and (ii) any subsequent bonus issue, consolidation or subdivision of shares; and
until the conclusion of the next annual general meeting of the Company or when it is required by
law to be held, whichever is the earlier.” (Please see Explanatory Note)
given.
Secretary
Singapore, 6 July 2010
in aggregate 100 percent (100%) of the total number of issued shares in the capital of the Company, excluding treasury shares, at
the time of the passing of this resolution, of which the aggregate number of shares to be issued other than on a pro-rata basis to the
shareholders of the Company does not exceed fifty percent (50%) of the total number of issued shares in the capital of the Company,
excluding treasury shares.
stead. A proxy need not be a member of the Company.
Centre, Singapore 228149, not less than 48 hours before the time fixed for holding the Meeting.
(Incorporated in the Republic of Singapore)
Registration No.200005703N
(Please see notes overleaf before completing this Form)
1. For investors who have used their CPF monies to buy the Company’s
Approved Nominees and is sent solely FOR INFORMATION ONLY.
ineffective for all intents and purposes if used or purported to be used by
them.
submit their requests through their CPF Approved Nominees within the
timeframe specified. If they also wish to vote, they must submit their
voting instructions to the CPF Approved Nominees within the timeframe
specified to enable them to vote on their behalf.
No. of Shares %
No. of Shares %
Address
Meeting of the Company to be held at Orchard Parade Hotel, 1 Tanglin Road, Level 2, Antica Ballroom, Singapore 247905 on Friday,
23 July 2010 at 11.00 a.m. and at any adjournment thereof.
proposed at the Meeting as indicated hereunder. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they
may think fit, as he/they will on any other matter arising at the Meeting).
1. Receive of Reports and Accounts
2. Approval of Directors’ Fees
3. Re-election of Ms Juliette Lee Hwee Khoon as a Director
4. Re-appointment of Mr Ch’ng Jit Koon as a Director
5. Re-appointment of Dr Tan Eng Liang as a Director
6. Re-appointment of Auditors
7. Authority to Issue Shares (General)
(as defined in Section 130A of the Singapore Companies Act, Chapter 50), 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.
attend and vote instead of him. A proxy need not be a member of the Company.
shareholding (expressed as a percentage of the whole) to be represented by each proxy.
Peace Centre, Singapore 228149, not less than 48 hours before the time appointed for the Annual General Meeting.
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.
act as its representative at the Annual General Meeting, in accordance with Section 179 of the Singapore Companies Act, Chapter
50.
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 Annual General Meeting, as certified by The Central Depository (Pte) Limited to
the Company.
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Tel: 62707998 Fax: 62727120 www.tunglok.com
Company Registraton No. 200005703N
ended 31 march 2010
Tung Lok Restaurants (2000) Ltd
TUNGLOK GROUP (NEED AT LEAST 900WORDS WITH 3 REFERENCES)
briefly
the background information (strategic context) of the firm (or SBU) you have
brief
and
relevant
to the discussion of your assignment and thus
