TIDMTOPC
RNS Number : 1891S
Top Creation Investments Limited
22 September 2014
Top Creation Investments Limited
("Top Creation" and the "Company")
Audited results for the year ended 31 March 2014
Top Creation is pleased to announce its audited results for the
12 months ending 31 March 2014.
The Report and Accounts for the 12 months to 31 March 2014 and
Notice of Annual General Meeting, which will be held at 7 Floor,
Wisma Selangor Dredging, West Block, Jalan Ampang, 50450 Kuala
Lumpur, Malaysia at 11.00 a.m. Malaysian time on 7 October 2014,
have been posted to shareholders and are also available on the
Company's website www.topcltd.com.
Top Creation Investments Limited
Wong Yu Sun, Finance Director Tel: 006012 2778972
Daniel Stewart & Company plc
Antony Legge/Harrison Clarke Tel: 020 7776 6550
CHAIRMAN'S STATEMENT
The Board is pleased to announce its full year's results for the
year ended 31 March 2014.
At the time of our interim report published on 20 December 2013,
I reported to shareholders on the adverse effect the slowdown in
the Chinese property market was having on the Malaysian property
market. At that time, I mentioned that our Melaka development
project was suffering from delays due to construction and financing
issues. On 1 January 2014, the situation further deteriorated due
to the change in the minimum threshold price from RM0.50 million to
RM1.00 million on foreign house buyers by the Malaysian Government
and accordingly the Board felt it was the best interests of our
shareholders to exit the investment.
Accordingly on 26 February 2014 we announced the sale of our
Melaka project (Lot 129) for a cash consideration of RM 15,379,362
(approximately GBP2.8 million). The result of the rights issue is
expected to be announced on or around 18 September 2014. The
Company believes that the Purchaser is keen to finalise the
Disposal as soon as possible. Once the rights issue has been
completed, the Purchaser will be in a position to make the payment
of the purchase price, being the final outstanding condition. The
Company therefore expects the Disposal to complete within a couple
of weeks of the result of the rights issue being announced.
With regard to the joint venture and profit participation
development project with Brilliant Valley Sdn Bhd (BVSB), we are
pleased to report that BVSB has complied with the conditions of the
development order from City Hall in relation to the land
subdivision and amalgamation arising from the use of additional
land for road widening in the area where the bungalows are to be
built.
Currently the land surveyor is in the process of preparing the
pre-computation plan showing the revised boundaries of the bungalow
lots for City Hall endorsement and Land Office approval. However,
due to the changes in the land area earmarked for bungalow
development, the architect has had to revise the building plans for
submission to the City Hall for approval with the result that
construction has been delayed by several months. Construction of
the bungalow development now will commence upon approval of the
pre-computation and building plans, which the Company expects to
occur three to four months from the date of submission of the
building plans in early September.
On 26 March 2014 we raised GBP0.22 million by way of a
subscription for 88,000,000 new ordinary shares at 0.25 pence per
share and on 12 June an additional GBP0.1 million was raised by an
issue of 66,666,666 ordinary shares at 0.15 pence per share. On
5August 2014 another GBP0.1 million was raised by an issue of
66,666,666 ordinary shares at 0.15 pence per share. The fund
raisings were raised from institutional investors for working
capital purposes. Following these share issues the company has
771,297,618 ordinary shares of 0.1 pence each in issue.
As we announced on 26 February 2014 last, following the disposal
of our Melaka project, the company will have cash of RM15.40
million (GBP2.8 million). We have been advised by our consultants
that there are a number of potential investment opportunities in
both Kuala Lumpur and the Klang Valley, Malaysia which your Board
intends to review in the near future.
At the same time your Board has considerable experience of the
Malaysian property sector on both the residential and commercial
side and we will continue to seek out other suitable investment
opportunities which we think will be of benefit to our
shareholders.
In conclusion I would like to express my appreciation to my
fellow director for his wise counsel and would also like to thank
our office staff and consultants for their valuable work and
contributions.
Zhang Li
Chairman
19 September 2014
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2014
2014 2013
Notes GBP'000 GBP'000
Revenue - -
Administrative expenses 5 (325) (191)
-------- --------
Operating loss (325) (191)
Finance income - -
-------- --------
Loss before tax (325) (191)
Income tax expense 7 - -
-------- --------
Loss attributable to equity shareholders (325) (191)
Other comprehensive income for the year
Exchange difference on the translation of the
financial statements of
foreign operations (486) 49
-------- --------
Total comprehensive loss for the year attributable
to equity holders (811) (142)
Loss per share
- Basic and diluted (pence per share) 8 (0.05) (0.03)
======== ========
Consolidated Statement of Financial Position
at 31 March 2014
2014 2013
Notes GBP'000 GBP'000
Assets
Non-current assets
Property, plant and equipment 9 9 13
Interest in joint venture 10 358 415
367 428
Current assets
Inventories 11 - 3,265
Other receivables and deposits 12 27 63
Cash and cash equivalents 13 3 38
Assets held for sale 14 2,827 -
2,857 3,366
Total assets 3,224 3,794
Liabilities
Current liabilities
Trade and other payables 15 455 214
Total liabilities 455 214
Net assets 2,769 3,580
Equity and reserves
Share capital 16 550 550
Share premium 17 3,696 3,696
Translation reserve 17 (512) (26)
Retained losses (965) (640)
Total equity 2,769 3,580
======== ========
Consolidated Statement of Changes in Equity
for the year ended 31 March 2014
Share Share Translation Retained Total
Note capital premium reserve losses equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 April 2012 550 3,696 (75) (449) 3,722
Loss for the year - - - (191) (191)
Exchange difference arising
on the
translation of the financial
statements of foreign
operations - - 49 - 49
Total comprehensive loss
for the year - - 49 (191) (142)
At 31 March 2013 550 3,696 (26) (640) 3,580
At 1 April 2013 550 3,696 (26) (640) 3,580
--------- --------- ------------ --------- --------
Loss for the year - - - (325) (325)
Exchange difference arising
on the
translation of the financial
statements of foreign
operations - - (486) - (486)
- - (486) (325) (364)
At 31 March 2014 550 3,696 (512) (965) 2,769
========= ========= ============ ========= ========
Consolidated Statement of Cash flows
for the year ended 31 March 2014
2014 2013
Notes GBP'000 GBP'000
Cash flows from operating activities
Loss for the year before tax (325) (191)
Adjustments for:
Depreciation 4 3
Operating loss before changes in working
capital (321) (188)
Increase in inventories (9) (29)
Decrease in other receivables and deposits 54 222
Increase in trade and other payables 241 79
Net cash (used in)/generated from operating
activities (35) 84
--------------------- --------------------
Cash flows from investing activities
Acquisition of property, plant and equipment 9 - (4)
Investment in jointly controlled entity 10 - (415)
Net cash generated from/(used in) investing
activities - (419)
--------------------- --------------------
Net decrease in cash and cash equivalents (35) (335)
Cash and cash equivalents at beginning of
year 38 373
Cash and cash equivalents at end of year 13 3 38
===================== ====================
Notes to the Consolidated Financial Statements
for the year ended 31 March 2014
1 General information
Top Creation Investments Limited ("TCIL") is a company
incorporated in Jersey under the Companies (Jersey) Law 1991 on 15
February 2011. The company is governed by its articles of
association and the principal statute governing the company is
Jersey law. The company has an unlimited life. The liability of the
members of the company is limited. The company is domiciled and has
its registered office in Jersey and the company's registration
number is 107520. The nature of the Group's operations and its
principal activities are set out in the Directors' report on pages
7 to 10.
The Group's place of business is Malaysia.
These financial statements are presented in Pounds Sterling
("GBP") and rounded to the nearest thousand pounds. Pounds Sterling
is considered to be the functional currency of the parent company
as the primary economic environment in which the parent company
operates. The functional currency of the subsidiary is the Ringgit
Malaysia because that is the currency of the primary economic
environment in which the subsidiary operates. The Directors have
chosen to present these financial statements in Pounds Sterling due
to the international exposure and stakeholders of the entity.
2 Summary of significant accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group are for the
year ended 31 March 2014. They have been prepared in accordance
with International Financial Reporting Standards ("IFRSs") as
adopted by the European Union.
The significant accounting policies set out below have been
consistently applied, except where stated.
2.2 Standards and Interpretations in issue not yet adopted
Certain changes to IFRS will be applicable for the Group's
accounts in future periods. To the extent that the Group has not
adopted these early in the current financial statements, they will
not affect the Group's reported profit or equity but they may
affect disclosures.
2.2 Standards and Interpretations in issue not yet adopted(continued)
As at the date of approval of these financial statements, the
following standards and interpretations, relevant to the Group's
operations, were in issue but not yet effective:
Issued and EU adopted:
IFRS 1 - Amendments sever hyper inflation and removal of fixed
dates for first time adoption.
IFRS 10 - Consolidated Financial Statements
IFRS 11 - Joint Arrangements
IFRS 12 - Disclosure of Interests in other entities
IFRS 13 - Fair value measurement
IAS 1 - (amended) - Presentation of items of other comprehensive
income
IAS 12 - (amended) - Deferred tax: Recovery of underlying
Assets
IAS 19 - (amended) - Employee Benefits
IAS 27 - Separate Financial Statements
IAS 28 - Investments in Associates and Joint Ventures
IFRIC 20 - Stripping costs in the production Phase of a surface
mine
IFRS 7 (amended) - Financial instruments disclosures
Numerous other minor amendments to standards have been made as a
result of the IASB's annual improvement project.
2.3 Going concern
The Group is not yet producing revenue, but has incorporated a
real estate investment development company which will allow for the
marketing of the units. The directors have prepared a twelve month
forecast which indicates that the Group will be able to continue as
a going concern for the foreseeable future. Due to the delays
experienced with the current development projects, it will be
necessary to raise temporary funds from its major shareholders and
directors for working capital purposes and to meet its obligations
as they fall due.
The forecast indicates that, in addition to cash and cash
equivalent balances at 31 March 2014 of GBP3,000 (2013: GBP38,000),
the Group expects to fund the total project cost through advance
sales of units and funds raised from shareholders. The Directors
believe that this estimate is in line with industry practice.
The ability of the Group to realise the forecast results is
subject to uncertainties, however, the directors have a reasonable
expectation that these uncertainties can be managed to successful
outcomes, and, based on that assessment, the Group will have
adequate resources to continue in operational existence for the
foreseeable future.
The Directors are satisfied that it is appropriate to adopt the
going concern basis when preparing the financial statements given
the future expected profitability and liquidity of the Group. The
financial statements therefore do not reflect any adjustments that
would be required to be made if they were to be prepared on a basis
other than the going concern basis.
2.4 Basis of consolidation
The Group's financial statements consolidate the financial
statements of the Company and its subsidiary as at 31 March 2014.
Subsidiaries are entities that are directly or indirectly
controlled by the Group. Control exists where the Group has the
power to govern the financial and operating policies of the entity
so as to obtain benefits from its activities. In assessing control,
potential voting rights that are currently exercisable or
convertible are taken into account.
The purchase method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an
acquisition is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at
the date of exchange. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest.
The excess of the cost of acquisition over the fair value of the
Group's share of the identifiable net assets acquired is recorded
as goodwill. If the cost of acquisition is less than the fair value
of the net assets of the subsidiary acquired, the difference is
recognised directly in the Consolidated Statement of Comprehensive
Income.
Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the
Group. All intra-group transactions, balances, income and expenses
have been eliminated on consolidation.
2.5 Interest in a joint venture
Investments in joint arrangements are classified as either joint
operations or joint ventures depending on the contractual rights
and obligations each investor in accordance with IFRS 11. Top
Creation Investments Limited has assessed the nature of its joint
arrangement with Brilliant Valley and determined it to be a joint
venture. Joint ventures are accounted for using the equity
method.
Under the equity method of accounting, interests in joint
ventures are initially recognised at cost and adjusted thereafter
to recognise the group's share of the post-acquisition profits or
losses and movements in other comprehensive income. When the
group's share of losses in a joint venture equals or exceeds its
interests in the joint ventures (which includes any long-term
interests that, in substance, form part of the group's net
investment in the joint ventures), the group does not recognise
further losses, unless it has incurred obligations or made payments
on behalf of the joint ventures.
Unrealised gains on transactions between the group and its joint
ventures are eliminated to the extent of the group's interest in
the joint ventures. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of the joint ventures have been
changed where necessary to ensure consistency with the policies
adopted by the group.
2.6 Foreign currency translation
(a) Functional and presentational currency
Items included in the financial statements of each group entity
are presented in the currency of the primary economic environment
in which the entity operates (the "functional currency"). The
functional currency of the entities in the Group is Ringgit
Malaysia ("RM"). For the purpose of the consolidated financial
statements, the results and financial position of each group entity
are expressed
in Pounds Sterling ("GBP"), for reporting in the United Kingdom,
which is the company's presentational currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period
end exchange rates of the monetary assets and liabilities
denominated in foreign currencies are recognised in the Statement
of Comprehensive Income.
(c) Group companies
The results and financial position of all the group entities
(none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentational
currency are translated into the presentational currency as
follows:
-- assets and liabilities for each Statement of Financial
Position presented are translated at the closing rate at the date
of that Statement of Financial Position;
-- income and expenses for each Statement of Comprehensive
Income are translated at average exchange rates (unless this
average is not a reasonable approximation of the cumulative effect
of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the rate on the dates of the
transactions); and all resulting exchange differences are
recognised as a separate component of equity.
2.7 Property, plant and equipment
All property, plant and equipment is shown at cost less
subsequent depreciation and impairment. Cost includes expenditure
that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to the
Statement of Comprehensive Income during the financial period in
which they are incurred.
Depreciation on assets is calculated using the straight-line
method so as to allocate the cost of each asset less its residual
value over its estimated useful life. The assets' residual values
and useful lives are reviewed, and adjusted if appropriate, at each
balance sheet date.
Land is not depreciated. Assets in the course of construction
are not depreciated until they are brought into use, at which point
they are re-categorised to their relevant category. Under IAS 23
'Borrowing costs'- finance costs that are directly attributable to
the development of the land are capitalised.
The principal annual depreciation rates used are as
follows:-
-- Motor vehicles 20%
-- Computers equipment 20%
-- Furniture and fittings 10%
2.8 Impairment
At each year end date, the Group reviews the carrying amounts of
its tangible assets with finite lives 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.
If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its
recoverable amount. Impairment losses are recognised as an expense
immediately, unless the relevant asset is land or buildings at a
revalued amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash-generating unit) is increased to the
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 as income immediately, 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.
2.9 Trade and other receivables
Trade and other receivables are initially recognised at fair
value, which is usually the original invoiced amount plus
transaction costs, and subsequently carried at amortised cost using
the effective interest method less provisions made for impairment
of receivables.
2.10 Assets classified as held for sale
Non- current assets (or disposal groups) are classified as
assets held for sale when their carrying amount is to be recovered
principally through a sale transaction and a sale is considered
highly probable. They are stated at the lower of carrying amount
and fair value less costs to sell.
2.11 Trade and other payables
Trade and other payables are initially recognised at fair value,
which is usually the original invoiced amount, and subsequently
carried at amortised cost using the effective interest method.
2.12 Cash and cash equivalents
Cash and cash equivalents (readily convertible into a known
amount of cash) include cash in hand and deposits held at call with
banks with an original maturity of three months or less. For the
purpose of the cash flow statement, cash and cash equivalents are
as defined above, net of outstanding bank overdrafts. Fixed
deposits secured against bank loans are shown separately on the
statement of financial position as they do not meet the definition
of cash and cash equivalents.
2.13 Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from net profit as reported in the
Statement 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 never taxable or deductible. The
Group's liability for current tax is calculated using tax rates
that have been enacted or substantively
2.13 Taxation (continued)
enacted by the Statement of Financial Position date, and any
adjustment to tax payable in respect of previous periods.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet 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 future
taxable profits will be available against which the asset can be
utilised.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the Statement of
Comprehensive Income, except when it relates to items charged or
credited directly to equity, in which case it is recognised in
equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
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.
2.14 Critical accounting judgments and key sources of estimation uncertainty
In the process of applying the Group's accounting policies,
which are described in Note 2, management has made the following
judgements that have had a significant effect on the amounts
recognised in the financial statements.
(a) Going concern
The Directors believe that sufficient liquid assets will be made
available for the Company's purposes for a minimum of 12 months
from the date of the approval of the financial statements.
The Group expects to fund the working capital requirement of its
real estate development projects through advance sales of units.
The Directors believe that this estimate is in line with industry
practice. Though this is subject to uncertainties, however, the
Directors have a reasonable expectation that these uncertainties
can be managed to successful outcomes. If necessary, the Group will
seek to raise funds on the open market or to raise temporary funds
from its major shareholders and directors for its working capital
purposes and to meet its obligations as they fall due.
(b) Net realisable value of inventories
The Group assesses the net realisable value of inventories under
development and completed properties held for sale according to
their recoverable amounts based on the realisability of these
properties, taking into account estimate costs to completion based
on past experience and committed contracts and estimated net sales
based on prevailing market conditions. Provision is made when
events or changes in circumstances indicate that the carrying
amounts may not be realised. The assessment requires the use of
judgment and estimates.
2.15 Inventories
Inventories comprise land held for property development,
work-in-progress and stock of completed units (of which there were
none at the year-end). Inventories are stated at the lower of cost
and net realisable value. Net realisable value represents the
estimated net selling price in the ordinary course of business,
less estimated total costs of completion.
Land held for property development consists of reclaimed land,
freehold land, leasehold land and land use rights on which
development work has not been commenced along with related costs on
activities that are necessary to prepare the land for its intended
use. Land held for property development is transferred to
inventories when development activities have commenced.
Work-in-progress comprises all costs directly attributable to
property development activities or that can be allocated on a
reasonable basis to these activities.
Upon completion of development, unsold completed development
properties are transferred to stock of completed units.
2.16 Revenue recognition policy
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and that these benefits
can be measured reliably. It is measured at the fair value of the
consideration received or receivable for goods and services
provided, net of discounts, value added tax (VAT) and excludes
intra-group transactions.
Revenue from sales of properties is recognised when effective
control of ownership of the properties is transferred to their
purchasers.
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated
future cash receipts over the expected life of the financial asset
to that asset's net carrying amount.
Dividend income from investments is recognised when the
shareholders' rights to receive payment have been established.
Revenue is net of VAT and other sales related taxes. Invoices
raised by the Group but not yet recognised as revenue, in line with
the revenue recognition policy above, are credited to accruals and
deferred income. Similarly, invoices received by the Group but not
yet recognised as costs, in line with the revenue recognition
policy above, are debited to prepayments and accrued income.
2.17 Share capital
Ordinary share capital is recognised at the fair value of the
consideration received by the company.
3 Subsidiaries
TCIL is the legal parent company. In the opinion of the
Directors, there is no ultimate controlling party of TCIL. The
Group has one principal subsidiary, Top Creation Property Sdn Bhd
("TCP") which is incorporated in Malaysia and 100% of the ordinary
share capital of TCP is owned by the Company. TCP is a real estate
development company.
4 Operating segments
For the purpose of IFRS 8, the chief operating decision maker
takes the form of the Directors and the Investment Manager, Dato'
Sri Dr Alex Teh Chee Teong (see Note 18).
The Directors are of the opinion that the business of the Group
comprises a single activity, being selective investment in real
estate development and related activities in Malaysia in the year.
At the meetings between the Directors and the Investment Manager,
the income, expenditure, cash flows, assets and liabilities are
reviewed on a whole-group basis.
All of the Group's income and non-current assets are derived
from Malaysia. The Group has not yet earned revenue and does not
have any customers representing more than 10% of the turnover.
Based on the above considerations, there is considered to be one
reportable segment: selective investment in real estate development
and related activities in Malaysia.
Internal and external reporting is on a consolidated basis, with
transactions between Group companies eliminated on consolidation.
Therefore the financial information of the single segment is the
same as that set out in the consolidated statement of comprehensive
income, the consolidated statement of changes in equity, the
consolidated statement of financial position and the consolidated
statement of cash flows.
5 Expenses by nature
2014 2013
GBP'000 GBP'000
Included within administrative expenses are:
Depreciation (Note 9) 4 3
Employee benefit expenses 199 202
Exchange rate (gain)/loss - (105)
Auditors' remuneration
* Fees payable to the Company's auditor for the audit
of the parent company and consolidated financial
statements 16 11
6 Directors' Remunerations
Details of Directors' remunerations (who are considered to be
the key management personnel of the Group) are as follows:
Short term
employment Total Total
benefits Bonus Others 2014 2013
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Zhang Li 10 - 9 19 18
Wong Yu Sun 10 - 21 33 32
David Thomas 5 - - 5 12
Aggregate remunerations 25 - 30 57 62
============ ========== ========== ========== ==========
The average number of employees (including executive directors)
employed by the Group during the year is 4 (2013: 4).
7 Income tax expense
2014 2013
GBP'000 GBP'000
Current tax charge - -
Deferred tax - -
-------- --------
- -
Factors affecting tax charge:
Loss before tax (325) (191)
-------- --------
Tax on ordinary activities at 25% (Malaysia) (81) (48)
Tax effects of:
Non-deductible expenses 81 48
-------- --------
- -
======== ========
The applicable tax of the Group is derived from the
consolidation of all Group companies applicable tax band on their
domestic tax rates.
8 Loss per share
Basic
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
2014 2013
Loss attributable to equity holders of the Company (GBP'000) 325 191
Weighted average number of ordinary shares in issue 549,964,286 549,964,286
Basic loss per share in pence (0.05) (0.03)
============ ============
Diluted
There are no shares or instruments in issuance which have a
dilutive effect on the loss per share of the Group.
9 Property, plant and equipment
Motor Vehicle Computer Furniture
GBP'000 Equipment and Fittings Total
GBP'000 GBP'000 GBP'000
Cost
At 1 April 2012 14 - - 14
Addition - 1 3 4
At 31 March 2013/2014 14 1 3 18
------------- ---------- ------------- ---------
Accumulated Depreciation
At 1 April 2012 2 - - 2
Charge for the year 3 - - 3
At 31 March 2013 5 - - 5
Charge for the year 4 - - 4
At 31 March 2014 9 - - 9
Net book value at 31 March 2014 5 1 3 9
Net book value at 31 March 2013 9 1 3 13
===
10. Interest in joint venture
During the previous financial year, Top Creation Property Sdn
Bhd, the wholly owned subsidiary, has entered into a conditional
Joint Venture Agreement with Brilliant Valley Sdn Bhd, a company
that is a related party (see note 18) to jointly develop a new
property in Kuala Lumpur, Malaysia.
2014 2013
GBP'000 GBP'000
Interest in joint venture 415 415
Share of results of results of joint - -
venture
Foreign exchange movement on opening (57) -
balance
358 415
=========== =========
The Group's interest in the assets and liabilities of the joint
venture are as follows:
2014 2013
GBP'000 GBP'000
Current assets 666 707
Amount due from joint venture 55 134
Current liabilities (230) (196)
Non-current liabilities (133) (230)
--------
Net assets 358 415
======== =======
The joint venture has no contingent liabilities or capital
commitments as at 31 March 2014.
The detail of joint venture is as follows:
Name of joint controlled Economic activity
Entity
Incorporated in Malaysia 2014 2013
% %
Jointly purchase
Brilliant Valley Sdn and develop properties,
Bhd situated at Mukim
- Top Creation Property Petaling, Daerah
Sdn Bhd 50 50 Kuala Lumpur
11 Inventories
Inventories comprise as follows:
2014 2013
GBP'000 GBP'000
Land held for property development (a) 1,119 1,119
Work-in-progress (b) 2,155 2,146
Transfer to Asset held for sale (3,274) -
- 3,265
========= ========
(a) Land held for property development
At 1 April 1,119 1,072
Additions - -
Foreign exchange adjustment - 47
Transfer to Asset held for sale (note 14) (1,119) -
At 31 March - 1,119
========= ========
(b) Work-in-progress
At 1 April 2,146 2,030
Additions 9 29
Foreign exchange adjustment - 87
Transfer to Asset held for sale (note 14) (2,155) -
At 31 March - 2,146
========= ========
The above amounts do not include any borrowing cost
capitalised.
12 Other receivables and deposits
2014 2013
GBP'000 GBP'000
Other receivables 27 -
Non-trade Deposits - 63
27 63
======== ========
Deposits relate to advance payment for investment in development
project and are not considered impaired as they are refundable.
These financial assets are not past due and as such no analysis has
been prepared.
There are no material differences between the fair value of
deposits and their carrying value.
13 Cash and cash equivalents
2014 2013
GBP'000 GBP'000
Cash at bank and in hand 3 38
======== ========
Credit risk
The Group recognises the impact of credit risk and has not
diversified its cash holdings as its cash are held in major
financial institutions which are regulated and located in Malaysia
and Hong Kong which management believes are of high credit
quality.
The currency exposure profile of cash and bank balances is as
follows:
2014 2013
GBP'000 GBP'000
Sterling Pound - -
Hong Kong Dollar 2 2
Ringgit Malaysia 1 36
3 38
======== ========
14 Non-current assets held for sale
2014 2013
GBP'000 GBP'000
Carrying value of assets held for sale previously
classified under inventory:
Land held for property development 1,119 -
Work-in-progress 2,155 -
Foreign exchange impact upon transfer to held
for sale (447)
2,827 -
The land was initially purchased to utilise the "Make Malaysia
My Second Home" initiative. However due to the current slowdown of
the property market in China, Chinese investors are generally
reluctant to commit to purchase of property. The project did not
meet the target level of 65% to make the development self-financing
and it continued to suffer delays. On the 1 January 2014, the
Malaysian Government announced the increase in the minimum
threshold for foreign property investors from RM0.50 million to
RM1.00 million. The board decided that this announcement would
create issues in the marketing of the development and would hinder
the boards' ultimate aim for the project and as such it was decided
to exit the investment..
On 26 February 2014, the Group entered into a conditional sale
and purchase agreement with a third party for the disposal of a
parcel of land in Melaka held under the title no. Lot 129 at cost,
for a cash consideration of GBP2.80 million. There is a proposed
development erected on the land, the building plans approval has
been extended for a period of 1 year expiring on 8 May 2015. The
purchaser intends to settle the purchase with proceeds from a
rights issue with warrants and it is expected that the rights issue
will be completed by end of September 2014.
15 Trade and other payables
2014 2013
GBP'000 GBP'000
Trade payables 16 22
Other payables 208 60
Accruals 231 132
455 214
======== ========
The carrying amounts of trade and other payables equate to their
fair value and are repayable within 12 months of the year end.
16 Share capital
2014 2014 2013 2013
No. of GBP'000 No. of GBP'000
shares shares
Authorised share capital
Ordinary shares of GBP0.01 per
share 100,000,000 1,000 100,000,000 1,000
Ordinary shares of GBP0.001 per
share 1,000,000,000 1,000 1,000,000,000 1,000
==============
Issued and fully paid
At 1 April 549,964,286 550 549,964,286 550
Issue of shares - - - -
At 31 March 549,964,286 550 549,964,286 550
============== ========= ============== =========
17 Description and purpose of reserves
Share capital - represents the nominal value of the shares
issued.
Share premium - represents the premium over nominal value paid
for the shares issued.
Translation reserve - represents the differences arising on
translation of foreign operations into the presentational
currency.
18 Contingencies
There were no contingent liabilities at 31 March 2014.
19 Related party transactions
(a) At the year end, the Company had paid the following amounts
on behalf of the subsidiary undertaking:
2014 2013
GBP'000 GBP'000
Amounts paid on subsidiary's behalf 146 146
Amount owed by subsidiary at year end 2,857 2,680
======== ========
(b) Pursuant to the Investment Advisory Agreement, the Company
has appointed Dato' Sri Dr Teh Chee Teong as the Investment
Manager. The Investment Manager is entitled to receive a monthly
fee of GBP5,000 and 2% per annum of the Company's net asset value
which is payable quarterly in arrears, half of which shall be paid
in cash with the other half payable by the allotment of ordinary
shares, plus reimbursement of certain expenses.
The Board as a whole is independent from the Investment
Manager.
During the year, the Group has the following transactions with
the Investment Manager:
2014 2013
GBP'000 GBP'000
Investment Manager fee- monthly fee 60 60
Investment Manager fee- % 70 75
Amounts due to Investment Manager at the end
of the year 189 118
Investment in a Joint Venture Property Development
Project with a company in which the Investment
Manager is a director and shareholder 358 415
======== ========
The Directors are of the opinion that the related party
transactions described above were entered into in the normal course
of business and was based on negotiated and mutually agreed
terms.
20 Capital commitments
2014 2013
GBP'000 GBP'000
Contracted but not provided for:
Property, plant and equipment - -
Development cost - -
======== ========
21 Financial risk management
The Group's activities expose it to credit risk, liquidity risk
and market risk (including interest rate risk, currency risk and
commodity price risk). The Group's overall risk management strategy
seeks to minimise adverse effects from the volatility of financial
markets on the Group's financial performance.
The Board of Directors is responsible for setting the objectives
and underlying principles of financial risk management for the
Group. The Company management then establishes the detailed
policies such as risk identification and measurement, exposure
limits and hedging strategies, in accordance with the objectives
and underlying principles approved by the Board of Directors.
There has been no change to the Group's exposure to these
financial risks or the manner in which it manages and measures the
risk. Market risk exposures are measured using sensitivity analysis
indicated below.
Credit risk
Credit risk refers to the risk that counterparty will default on
its contractual obligations resulting in a loss to the Group. The
Group has adopted a policy of only dealing with creditworthy
counterparties and obtaining sufficient collateral where
appropriate, as a means of mitigating the risk of financial loss
from defaults. The Group performs on going credit evaluation of its
counterparties' financial condition. The Group does not hold any
collateral as security over its customers. The Group's major
classes of financial assets are cash and bank balances and
deposits.
As at the end of the financial year, the Group's maximum
exposure to credit risk is represented by the carrying amount of
each class of financial assets recognised in the statements of
financial position.
As at 31 March 2014, substantially all the cash and bank
balances as detailed in Note 12 to the financial statements are
held in major financial institutions which are regulated and
located in Malaysia and Hong Kong, which management believes are of
high credit quality. The management does not expect any losses
arising from non-performance by these counterparties.
The carrying amount of financial assets represents the maximum
credit exposure. The maximum exposure to credit risk at the
reporting date of the Group is as follows:
2014 2013
GBP'000 GBP'000
Other receivables and deposits 27 63
Cash and cash equivalents 3 38
30 101
======== ========
There are no financial assets that are past due or impaired.
Currency risk
Currency risk arises from a change in foreign currency exchange
rate, which is expected to have adverse effect on the Group in the
current reporting period and in future years.
The Company and its subsidiary maintain their respective books
and accounts in their functional currencies. As a result, the Group
is subject to transaction and translation exposures resulting from
currency exchange rate fluctuations. However, to minimise such
foreign currency exposures, the Group uses natural hedges between
sales receipts and purchases, and operating expenses disbursement.
It is, and has been throughout the current financial period the
Group's policy that no derivatives shall be undertaken except for
the use as hedging instruments where appropriate and
cost-efficient. The Group does not apply hedge accounting.
The Group incurs foreign currency risk on sales, purchases and
operating expenses that are denominated in currencies other than
the respective functional currencies of Group entities, primarily
the Ringgit Malaysia ("RM").
The Group's currency exposure is as follows:
2014 2013
GBP'000 GBP'000
Financial assets
Other receivables and deposits
- denominated in Ringgit Malaysia (RM) 27 63
Cash and bank balances
- denominated in Ringgit Malaysia (RM) 3 32
- denominated in Hong Kong Dollars (HK$) - 3
Financial liabilities
Trade and other payables
- denominated in Ringgit Malaysia (RM) (455) (154)
- denominated in Hong Kong Dollars (HK$) - (60)
Net currency exposure (425) (116)
======== ========
Sensitivity analysis
If the RM and HK$ vary against the GBP sterling by 10% with
other variables including the tax rate being held constant, the
effect on the net profit will be as follows:
2014 2013
GBP'000 GBP'000
GBP against RM
* strengthen 39 6
* weaken (39) (6)
GBP against HK$
* strengthen - 5
* weaken - (5)
================ ========
Interest rate risk
The Group monitors the interest rates on its interest bearing
assets closely to ensure favourable rates are secured.
As at the year end, the Group's only interest-bearing assets
relate to bank balances held. A change in interest rates at the
reporting date would not materially affect profit or loss and as
such sensitivity analysis has not been performed or disclosed.
Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting financial obligations due to shortage of
funds. The Company's exposure to liquidity risk arises primarily
from mismatches of the maturities of financial assets and
liabilities. The Company's objective is to maintain a balance
between continuity of funding and flexibility through financial
support of shareholders and secures committed funding facilities
from financial institution.
The table below summarises the maturity profile of the Company's
financial liabilities at the reporting date based on contractual
undiscounted payments:
Less than Later than
one year one year Total
GBP'000 GBP'000 GBP'000
31 March 2014
Other payables 455 - 455
------------- ----------- --------
455 - 455
------------- ----------- --------
31 March 2013
Other payables 214 - 214
------------- ----------- --------
214 - 214
------------- ----------- --------
Capital risk management
The Group's objectives when managing capital (defined as share
capital and reserves) are to safeguard the Group's ability to
continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
The Group has no borrowing and cash and cash equivalents consist
of the groups own cash at bank only.
22 Subsequent events
On 10 April 2014, the Group raised GBP0.22 million before
expenses by way of a subscription of 88,000,000 new ordinary shares
of 0.001 pence each at a price of 0.0025 pence per ordinary shares
with institutional investors.
Subsequently in June and August 2014, the Group raised a further
GBP0.2million in two equal tranches through the issue of a total of
133,333,333 new ordinary shares of 0.001 pence at 0.0015 each.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR GGUGWBUPCGQB
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