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EMS ENERGY LIMITED

(Co. Reg. No. 200300485D)


10 Tuas Avenue 11, Singapore 639076
T +65 6861 2722
F +65 6861 5655
info@EMSenergy.com.sg
www.EMSenergy.com.sg

ANNUAL REPORT 2014

EMS Energy Limited

ANNUAL

REPORT

2014
Seizing Opportunities

Corporate Information
BOARD OF DIRECTORS
Mr Ting Teck Jin
Executive Chairman and Chief Executive Officer
Mr Lim Poh Boon
Non-Executive and Independent Director

Contents
Corporate Profile

01

Chairmans Statement

02

Operations & Financial Review

04

Financial Highlights

06

Board of Directors

08

Executive Officers

10

Corporate Structure

12

Corporate Governance Report

13

Directors Report

Mr Ung Gim Sei


Non-Executive and Independent Director
Mr Lim Siong Sheng
Non-Executive and Independent Director
COMPANY SECRETARY
Ms Gwendolyn Gn (LLB Hons)
REGISTERED OFFICE
1 Robinson Road
#17-00 AIA Tower
Singapore 048542

SHARE REGISTRAR AND SHARE TRANSFER OFFICE


M & C Services Private Limited
112 Robinson Road
#05-01
Singapore 068902
AUDITORS
Nexia TS Public Accounting Corporation
Certified Public Accountants
100 Beach Road, Shaw Tower, #30-00
Singapore 189702
Director in charge: Ms Kristin YS Kim
Appointed since FY2012
SOLICITORS
Shook Lin & Bok LLP
PRINCIPAL BANKERS
DBS Bank Ltd
Hongkong and Shanghai Banking Corporation Limited

32

T +65 6861 2722


F +65 6861 5655

Statement by Directors

37

E info@EMSenergy.com.sg
W www.EMSenergy.com.sg

United Overseas Bank Limited

Independent Auditors Report

38

Consolidated Statement of
Comprehensive Income

40

Balance Sheets

41

Oversea-Chinese Banking Corporation Limited

PRINCIPAL PLACE OF BUSINESS


10 Tuas Avenue 11
Singapore 639076

Consolidated Statement of Changes 42


in Equity
Consolidated Statement of Cash Flows

43

Notes to the Financial Statements

44

Analysis of Shareholdings

104

Notice of Annual General Meeting

106

Proxy Form

This annual report has been prepared by the Company and its contents have been reviewed by the Companys sponsor, PrimePartners Corporate Finance
Pte. Ltd. (the Sponsor), for compliance with the Singapore Exchange Securities Trading Limited (the SGX-ST) Listing Manual Section B: Rules of
Catalist. The Sponsor has not verified the contents of this annual report.
This annual report has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this
annual report, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this
annual report.
The contact person for the Sponsor is Mr Thomas Lam, Associate Director, Continuing Sponsorship, at 16 Collyer Quay, #10-00 Income at Raffles,
Singapore 049318, telephone (65) 6229 8088.

Designed and produced by

(65) 6578 6522

Corporate Profile

Listed in 2003, EMS Energy Limited (EMS Energy), an


established engineering solutions provider, has carved a name
for itself within the industry for providing its customers with
comprehensive energy supply chain solutions.
Through its subsidiary, EMS Energy Solutions Pte Ltd (EES), EMS Energy designs, manufactures
and installs engineering solutions and products such as drilling and well intervention systems, deck
machineries, offshore cranes, and other mechanical load handling systems. It also offers its customers
aftermarket services such as commissioning, inspection, training, conversion, retrofitting, maintenance,
repair and overhaul as well as spare parts procurement.
Established in 1977, EMS Energy places strong emphasis on the quality of its equipment, operations and
management. Since then, EES has been awarded with the following certifications from the prestigious
American Petroleum Institute (API):

API Specification Q1

API Specification 2C for Offshore Pedestal Mounted Cranes

API Specification 4F for Substructures at PSL 1 (refers to Drilling and Well Servicing Structures)

EMS Energy now serves customers across China, Europe, India, Indonesia, Malaysia, Russia, Singapore,
South Africa, Thailand, United Arab Emirates, United States and Vietnam.
With its established track record, experience, expertise and vast network, EMS Energy is well positioned to
be a leading global engineering solutions provider.

EMS ENERGY LIMITED ANNUAL REPORT 2014

01

Chairmans Statement
These actions set
the stage for the
transformation of
EMS Energy to deliver
large-scale projects as we
move up the value chain to
become an integrated O&M
services player.

Dear Shareholders,
On behalf of my fellow Board of Directors, I present to
you the Annual Report for the Financial Year ended 31
December 2014 (FY2014).
The steep fall in crude oil prices have resulted in financial
and economic uncertainty worldwide and led to delays
and margin pressure in the offshore and marine (O&M)
sector. Compounding the situation, the restrictions on
foreign workers have led to a labour shortage which
has been particularly felt among Singapore-based
O&M players. Our performance in FY2014 has to be
seen against this set of exceptional challenges. At the
same time the year under review is also notable for
major strategic actions being executed, not least the
commencement of construction activity for our new
waterfront facility in Tuas, Singapore. These actions set
the stage for the transformation of EMS Energy to deliver
large-scale projects as we move up the value chain to
become an integrated O&M services player.
FY2014 IN REVIEW
During FY2014 the Group executed its growth strategy
announced in November 2013 that seeks to increase
the size and value of orders, improve profit margins as
well as to improve internal efficiencies within the Group.
FY2014 saw some indication that our strategic thrusts
are gaining traction. We have implemented policies to
strengthen our core team and also built momentum in
securing larger orders.
Subsequent to the financial year-end, we won a second
contract for a Derrick Equipment Set (DES) from our
major shareholder Koastal Industries Pte Ltd (Koastal).
The DES will be manufactured and delivered in
accordance to the American Petroleum Institute (API)
quality standards that we have attained since February
2011, which ensures that our products and services are
of the highest quality. The repeat order underscores the
Groups capabilities and ability to deliver even amidst a
challenging operating environment.
Despite the challenging operating environment, the
Group reported a net profit attributable to equity holders
of the Company of S$0.83 million in FY2014.
Earnings per share, on a fully diluted basis, was 0.08
Singapore cent while net asset value per share stood at
2.54 Singapore cents as at 31 December 2014.

02

EMS ENERGY LIMITED ANNUAL REPORT 2014

WATERFRONT FACILITY IN TUAS


During the year under review we commenced
construction of our new waterfront facility a 250,130
square foot land parcel in Tuas, Singapore, that is
five times bigger than our current facility. Expected to
complete by 1H2016, the facility will allow the Group to
achieve substantial cost savings and a higher capacity
to take on larger higher-value projects, leading to
enhanced margins. More importantly, the facility allows
us to scale up the value chain as we evolve to become
an integrated O&M services player providing previously
outsourced work such as machining, refurbishing and
repairing. Going forward, one of our focus areas will be
on providing maintenance related services.

that the entire industry is experiencing project delays


and margin pressure.

OTHER CORPORATE DEVELOPMENTS


During the year under review, the Group completed
a one-for-one rights issue at S$0.02 per share on 3
October 2014, raising S$14.59 million in net proceeds.
The proceeds have allowed us develop our new
waterfront facility as well as finance our order book.

Barring any unforeseen circumstances, and in view of the


three strategic thrusts being implemented, we expect
the operational performance in FY2015 to improve from
that in FY2014.

OUTLOOK
In view of the tough operating conditions in Singapore
as outlined earlier, the Group intends to build on its
supply chain capability and sub-contract some activities
to lower-cost locations.
The second DES contract from Koastal secured in
February 2015, has lifted our order book to approximately
S$67 million as I write this message. We are reasonably
confident of securing a third DES contract either from
Koastal or from a third-party in FY2015. This pipeline will
build momentum in our efforts to increase the size and
type of orders (larger projects) even though we realise

Apart from continuing to execute our corporate strategy,


our other focus will be to ensure that the Tuas facility
will be completed on schedule. Indeed, its completion
will provide synergies which will crystallise many of the
efforts of our strategy execution.
The Group is concurrently looking out for strategic
alliances or possible mergers and acquisitions
leveraging on the strong global network of our parent
company, Koastal Group. This will allow us access to
new markets while growing our existing business.

APPRECIATION
The Board of Directors would like to take this opportunity
to record our sincere thanks to our customers, business
partners, shareholders and other stakeholders for their
continued support and trust in this challenging year. We
would also like to extend our appreciation and gratitude
to the management and employees of the Group for
their leadership, contribution and commitment to the
success of the Group.

TING TECK JIN


Executive Chairman & Chief Executive Officer
18 March 2015

EMS ENERGY LIMITED ANNUAL REPORT 2014

03

Operations & Financial Review


BACKGROUND
The financial year ended 31 December 2014 (FY2014)
was a challenging period as operating environment
of the offshore and marine sector remained under
pressure amidst falling oil prices and a tight Singapore
labour market. We continue to meet these challenges by
leveraging on our core competencies and proven track
record while executing our growth strategy outlined in
November 2013.
As we seek out larger, higher-value projects while
scaling up the value chain, we concurrently grow
capabilities to become an integrated offshore and
marine services player. Our new waterfront facility
targeted to be completed by 1H2016 will complement
this strategy by allowing us to take on larger orders that
typically have higher margins. In parallel with the quest
to improve margins, we are exploring to sub-contract
certain activities in cost competitive countries.
FINANCIAL PERFORMANCE
The Groups revenue grew 131.1% to S$48.81 million in
FY2014 from S$21.12 million in FY2013 mainly due to
an increase in work done for projects secured between
the six months ended 31 December 2013 (2H2013)
and the six months ended 30 June 2014 (1H2014), in
particular, for the Derrick Equipment Set (DES) project
as announced on 24 September 2013.
The Groups cost of sales increased to S$42.69 million
in FY2014 compared to S$16.94 million in FY2013.
Despite the increase in revenue, gross profit margin
decreased to 12.5% in FY2014 from 19.8% in FY2013
reflecting higher material prices and higher labour
costs (due to a shortage as well as more competitive
rates) in Singapore.

charges payables for the Groups new waterfront


facility.
As a result of the above, the Groups net profit attributed
to equity holders of the Company was S$0.83 million in
FY2014 compared to S$4.35 million for FY2013.
CASH FLOWS AND FINANCIAL POSITIONS
The Groups cash and cash equivalents increased to
S$2.43 million as at end FY2014 compared to S$0.44
million as at end FY2013. The Group will continue
to improve its operating cash flow position while
exploring opportunities for fund raising.
Net cash used in operating activities amounted to
S$10.51 million in FY2014 compared to S$12.29 million
in FY2013. The cash used in operating activities for
FY2014 were mainly attributed to cash of S$33.89
million and S$1.65 million used in the financing of trade
and other receivables and bills payable respectively,
which were offset by the increase in financing from an
increase of S$24.88 million in trade and other payables.
Net cash used in investing activities was S$3.44
million in FY2014 against net cash inflow from investing
activities of S$5.56 million in FY2013. The higher cash
used in FY2014 was mainly due to the acquisition of
plant and equipment as well as construction of the
Groups new waterfront facility whereas the cash
provided by investing activities in FY2013 was mainly
attributed to the net proceeds of S$5.94 million from
the disposal of a subsidiary.

Other income reduced to S$1.23 million in FY2014


compared to S$7.88 million in FY2013 in the absence
of a one-time gain on the disposal of a subsidiary of
approximately S$7.09 million and doubtful debts
recovered of approximately S$0.52 million recorded in
FY2013, partially offset by the foreign exchange gain of
S$0.67 million recorded in FY2014.

Net cash inflow from financing activities was S$15.95


million in FY2014 compared to S$4.00 million of
net cash inflow in FY2013. The net cash provided by
financing activities in FY2014 was mainly attributed
to the net proceeds of approximately S$14.59 million
raised in October 2014 pursuant to the Companys
issuance of a renounceable non-underwritten Rights
Issue and the reduction in fixed deposits of S$1.53
million pledged with banks for the Groups borrowings,
partially offset by a S$0.17 million repayment of term
loan in FY2014.

Administrative expenses declined 18.24% or S$1.64


million to S$7.35 million in FY2014 from S$8.91
million in FY2013 in the absence of a provision for
doubtful receivable recorded in the prior year of
S$0.52 million as well as a reduction in staff costs by
approximately S$1.43 million due to lower headcount
of administrative staff and the absence of a provision
for doubtful receivable of S$0.52 million recorded in
FY2013. These reductions were partially offset by the
increase in approximately S$0.34 million in lease

ALLOTMENT AND ISSUANCE OF THE RIGHTS SHARES


On 3 October 2014, the Group issued 740.4 million
new ordinary shares from an oversubscribed one-forone rights issue of S$0.02 per share, which raised net
proceeds of S$14.59 million. The proceeds were used
for the development of the Groups new waterfront
facility and to finance its order book and working
capital. Following the allotment and issuance of the
Rights Shares, the total number of issued shares has
increased from 740,354,802 to 1,480,709,604.

04

EMS ENERGY LIMITED ANNUAL REPORT 2014

Overall the net assets position of the Group


improved by S$15.89 million to S$37.60 million
as at end FY2014 from S$21.71 million as at
end FY2013 while the Groups net asset value
per share as at 31 December 2014 was 2.54
Singapore cents, compared to 2.93 Singapore
cents as at 31 December 2013.
WATERFRONT FACILITY
As announced in February 2014, we have
entered into an agreement to lease from Jurong
Town Corporation a 23,237.88 square meter
parcel of land at Tuas South where we are
constructing our new waterfront facility which
is five times bigger than our current premises
and has a 106-meter waterfront boundary.
The facility will allow us to take on larger
engineering projects and will house previously
outsourced services such as machining,
refurbishing, repairing and assembly of large
offshore and subsea structures. Moreover, the
facility will be integrated and thus reducing our
dependence on third-party sub-contractors.
Apart from additional offerings, this strategic
move sets the stage for the Group to transform
into an integrated offshore and marine services
player with a focus on maintenance-related
services. We intend to pursue larger highervalue projects that offer higher margins even as
we grow our capabilities to scale up the value
chain.
Construction on the facility has commenced
in November 2014 and as at the latest date,
construction of approximately half or 3,000
square meters out of a total 6,000 square
meters testing facility for DES has been
completed. The completion of the facility will
accelerate the Groups strategic shift, allowing
for substantial cost savings and a higher
capacity to take on larger higher-value projects.
Barring any unforeseen circumstances, the
Group expects the facility to be completed in
1H2016.
EMS ENERGY LIMITED ANNUAL REPORT 2014

05

The completion of the facility will accelerate the Groups


strategic shift, allowing for substantial cost savings and a
higher capacity to take on larger higher-value projects.

06

EMS ENERGY LIMITED ANNUAL REPORT 2014

Financial Highlights
Revenue
(S$000)

Gross Profit
(S$000)

Net Profit
(S$000)

48,807
3,978
18,689

3,616 738

825

2013

2014

21,115
4,179

6,115

359

2012

2013

2014

2012

2013

(19,938)
2012

2014

Continuing Operations

Discontinued Operations

As at 31 December 2014

FY2012

FY2013

FY2014

Total Assets (S$000)

49,577

38,317

76,604

Total Liabilities (S$000)

35,136

16,604

39,004

Shareholders Equity (S$000)

14,441

21,713

37,600

0.52

0.27

0.1

Gearing Ratio

(a)

(a)

Total borrowings divided by shareholders equity


FY2012

FY2013

FY2014

Continuing
Operations

Discontinued
Operations

Continuing
Operations

Discontinued
Operations

Continuing
Operations

Discontinued
Operations

(3.48)

0.66

0.40

0.09

0.08

1,073,236,829

Earnings/(loss) per ordinary share


attributable to equity holders of the
Company (Singapore cents)(b)
(b)

Based on weighted average

number of ordinary shares in issue


Net assets per share (Singapore cents)(c)
(c)

600,354,802 600,354,802 829,926,275 829,926,275


2.41

2.93

2.54

600,354,802

740,354,802

1,480,709,604

Based on number of ordinary

shares in issue as at year end

EMS ENERGY LIMITED ANNUAL REPORT 2014

07

Board of Directors
Mr Ting, 47, joined the Board on 6 December 2006 as Executive Chairman and assumed
the role of Chief Executive Officer on 19 June 2007. He was last re-elected in April 2012.
Mr Ting is responsible for the strategic corporate direction and development of the
Group. He also oversees business development and operations in his role as Director
of EMS Energy Solutions Pte Ltd. Mr Ting is also Managing Director of Koastal Industries
Pte Ltd, a Singapore-based group dealing in trading and marine projects in the region,
with a network of offices in Vietnam including a subsidiary Koastal Eco Industries Co
Ltd (in Vietnam) where he is Chairman.

TING TECK JIN


Executive Chairman
and Chief Executive
Officer

Mr Ting has some 20 years experience in the offshore and marine engineering
industry. He spent a few years in Keppel Group shipyard operations in Singapore and
Vietnam before founding Koastal Industries Pte Ltd in 1997. An engineer by training,
Mr Ting holds a Bachelor of Engineering in Marine Technology (First Class Honours)
degree from Newcastle University, United Kingdom.

Mr Lim, 61, joined the Board on 1 June 2007 as Non-Executive and Non-Independent
Director, and was re-designated as Independent Director since FY2012. He was last
re-elected in April 2014.
Mr Lim is active in many consultancy corporate finance projects and also operates a
financial payment service business in Malaysia and Hong Kong. He has more than 30
years experience in operations as well as compliance and risk management in various
business sectors.

LIM POH BOON


Non-Executive and
Independent Director

Mr Lim is currently the Honorary Treasurer of the Chinese Chamber of Commerce


in Batu Pahat, Johor, Malaysia; an associate member of the Malaysian Institute of
Chemistry; a National Council Member and Deputy Chairman of Agriculture and
Primary Industries Committee of The Associated Chinese Chambers of Commerce
and Industry of Malaysia; a Fellow of the Institute of Chartered Secretaries and
Administrators, United Kingdom; a Fellow of the Institute of Financial Accountants,
United Kingdom; and a senior associate member of the Australian and New Zealand
Institute of Insurance and Finance.
Mr Lim holds a Bachelors degree in Chemistry from Universiti Sains Malaysia and a
MBA from Heriot-Watt University in Edinburgh, United Kingdom.

08

EMS ENERGY LIMITED ANNUAL REPORT 2014

Mr Ung, 75, joined the Board on 31 August 2007 as a Non-Executive and Independent
Director. He was last re-elected in April 2014. Mr Ung is currently a director of a
U.S.-Singapore joint venture law firm, Duane Morris & Selvam LLP, specialising in the
practice of Intellectual Property.
Prior to taking up law, Mr Ung started his career with key positions at Nanyang Siang Pau,
Singapore Press Holdings and the Hong Kong Sing Tao Newspaper Group. He is the Vice
President of the Singapore-China Friendship Association, the Aw Boon Haw Foundation
(PRC), and Tan Kah Kee Foundation where he is also the Legal Advisor. Mr Ung is also
currently an Independent Director of SGX-listed Informatics Education Ltd.

UNG GIM SEI


Non-Executive and
Independent Director

Mr Ung holds a Bachelor of Arts in Economics degree from the National University of
Singapore, a Common Professional Examination in Law from the UK, a graduate Diploma
in Singapore Law from the National University of Singapore and a Master of Law from the
City University of Hong Kong.

Mr Lim, 64, joined the Board on 1 June 2008 as a Non-Executive and Independent
Director. He was last re-elected in April 2013.
Mr Lim is presently a director of the Shangyew Public Accounting Corporation where he
is responsible for audit, tax, liquidation, consulting and accounting matters undertaken
by the corporation and has over 30 years of experience in the related fields.

LIM SIONG SHENG


Non-Executive and
Independent Director

Mr Lim is a Fellow of the Association of Chartered Certified Accountants, United Kingdom,


and a Fellow of the Institute of Singapore Chartered Accountants. He is also a Fellow of
the Certified Public Accountant, Australia, and a Fellow of the Insolvency Practitioners
Association of Singapore. In addition, Mr Lim also holds membership as an Accredited
Tax Advisor (Income Tax & GST) in the Singapore Institute of Accredited Tax Professionals
Limited (SIATP).

EMS ENERGY LIMITED ANNUAL REPORT 2014

09

Executive Officers
TING TECK JIN
Executive Chairman and Chief Executive Officer
EMS Energy Limited

PATSY MAH
Chief Financial Officer
EMS Energy Limited

Mr Ting, 47, joined the Board on 6 December 2006


as Executive Chairman and assumed the role of Chief
Executive Officer on 19 June 2007.

Ms Mah, 47, joined the Group as Chief Financial Officer


(CFO) on 1 February 2013, and oversees the Companys
financial matters.

Mr Ting is responsible for the strategic corporate


direction and development of the Group. He also
oversees business development and operations in
his role as Director of EMS Energy Solutions Pte Ltd.
Mr Ting is also Managing Director of Koastal Industries
Pte Ltd, a Singapore-based group dealing in trading
and marine projects in the region, with a network of
offices in Vietnam including a subsidiary Koastal Eco
Industries Co Ltd (in Vietnam) where he is Chairman.

Ms Mah has over 20 years of experience dealing


with bankers, auditors and statutory boards and was
also involved in business mergers and acquisitions,
group restructuring matters and securing capital and
funding for businesses. She previously held senior
management positions at several publicly-listed and
privately-held companies in Singapore.

Mr Ting has some 20 years experience in the offshore


and marine engineering industry. He spent a few years
in Keppel Group shipyard operations in Singapore and
Vietnam before founding Koastal Industries Pte Ltd in
1997. An engineer by training, Mr Ting holds a Bachelor
of Engineering in Marine Technology (First Class
Honours) degree from Newcastle University, United
Kingdom.

10

EMS ENERGY LIMITED ANNUAL REPORT 2014

Ms Mah is a member of the Institute of Singapore


Chartered Accountants.

WONG HON CHENG


Vice President, Rig Solutions
EMS Energy Solutions Pte Ltd
Mr Wong, 36, was appointed Project Manager on 24
May 2010, and Vice President for the Groups rigs
business unit since May 2013. As Vice President,
Mr Wong is responsible for sales, cost control and
product development of the business unit.
Prior to his appointment in EMS Energy, Mr Wong
was an engineer at PPL Shipyard Pte Ltd since 2006,
handling drilling packages of jack-up rig projects.
Mr Wong holds a Master degree in Petroleum
Engineering from the University of Technology
PETRONAS in Malaysia.

EMS ENERGY LIMITED ANNUAL REPORT 2014

11

Corporate Structure

EMS Oil & Gas


Ltd
100%

EMS Energy
Solutions Pte Ltd
100%

EMS Energy
Services
Sdn Bhd
100%

EMS Offshore
Pte Ltd
100%
DSX Systems
Pte Ltd
100%

Oilfield
Services &
Supplies Pte Ltd
20%

12

EMS ENERGY LIMITED ANNUAL REPORT 2014

Corporate Governance Report


The Board of Directors (the Board) of EMS Energy Limited (the Company) and together with its subsidiaries
(the Group) recognises the importance of corporate governance in ensuring transparency, protecting the
interests of its shareholders and strengthening investors confidence in its management and financial reporting.
The Board is responsible for the overall corporate governance of the Group and is committed to maintaining a
high standard of corporate governance within the Group by establishing stringent internal control measures and
monitoring mechanisms.
Rule 710 of the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited
(the SGX-ST) (Catalist Rules) requires an issuer to outline the corporate governance practices adopted by
the Company as set out in the Code of Corporate Governance 2012 (the Code).
This statement outlines the key corporate governance practices that were in place throughout the financial year,
with specific references made to each of the principles of the Code for the financial year ended 31 December
2014 (FY2014).
In line with the Code, the Board of Directors hereby confirms that the Company has adhered substantially to the
principles and guidelines of the Code and each area of non-compliance is disclosed and explained.

A.

BOARD MATTERS

Principle 1: Boards Conduct of its Affairs


The Group is led by an effective Board, which comprises one Executive Director and three Independent Directors,
all having the right competencies and diversity of experience to effectively lead, control and contribute to the
Group. The Board is collectively responsible for the success of the Group. The Board works with the management
of the Company (Management) to achieve this and Management remains accountable to the Board.
The principal functions of the Board include:
1.

providing entrepreneurial leadership, setting strategic objectives and ensuring that the necessary financial
and human resources are in place for the Group to meet its objectives;

2.

setting, reviewing and approving key business goals and strategies, and financial plans and monitoring
the organisational and Managements performance;

3.

establishing a framework of prudent and effective controls which enables risks to be assessed and
managed, including safeguarding of shareholders interests and the companys assets;

4.

reviewing the adequacy and integrity of the Groups internal controls, risk management systems and
financial reporting and compliance;

5.

approving major investments and divestments, and funding proposals;

6.

setting the Groups values and standards (including ethical standards); and

EMS ENERGY LIMITED ANNUAL REPORT 2014

13

Corporate Governance Report


7.

ensuring accurate, adequate and timely reporting to, and communication with shareholders such that
obligations to shareholders and other stakeholders are understood and met.

The Board meets regularly, with at least four scheduled meetings within each financial year to review the Groups
key activities, business strategies, funding decisions, financial performance and to approve the release of half
yearly and annual results of the Group. When circumstances require, ad-hoc meetings are convened. All Directors
objectively take decisions in the interests of the Group.
The Company has adopted internal guidelines setting forth matters that require Board approval, examples of
which include corporate plans and budgets, material acquisitions and disposals of assets, share issuances,
dividends and other returns to shareholders.
To assist in the execution of its responsibilities, the Board is supported by three board committees; namely the
Nominating Committee (NC), Remuneration Committee (RC) and Audit & Risk Management Committee (AC)
(collectively, the Board Committees). The Directors are also regularly updated on the Groups development via
email correspondence facilitating participation and view sharing. Board meetings are conducted in Singapore
and regularly attended by Directors either in person or via telephone conference if they are unable to attend the
meetings in person. The attendances of the Directors at meetings of the Board and Board Committees, as well
as the frequency of such meetings are disclosed in Table 1 below.
Table 1: Attendance of Directors at Board and Board Committee Meetings
Audit & Risk
Management
Committee

Board

Remuneration
Committee

Nominating
Committee

No. of
No. of
No. of
No. of
No. of
No. of
No. of
No. of
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Held
Attended
Held
Attended
Held
Attended
Held
Attended

Name
Ting Teck Jin

4^

1^

1^

Lim Poh Boon

Ung Gim Sei

Lim Siong Sheng

Attendance by invitation

Upon appointment of each Director, the Company provides a formal letter to such Director, setting out his duties
and obligations upon appointment. The Company has in place an orientation program to ensure that new Directors
are familiar with the Companys business and governance practices, and training for first-time Directors in areas
such as accounting, legal and industry-specific knowledge.
All Directors are updated regularly concerning any changes in company policies, risk management, accounting
standards, relevant new laws, regulations and changing commercial risks. Directors are encouraged to attend, at
the Groups expense, relevant and useful training or seminars conducted by external organisations. New releases
issued by the SGX-ST and Accounting and Corporate Regulatory Authority (ACRA) which are relevant to the

14

EMS ENERGY LIMITED ANNUAL REPORT 2014

Corporate Governance Report


Directors are circulated to the Board. The Directors were briefed regularly by the Companys auditors on the key
changes to the Singapore Financial Reporting Standards. The CEO also updates the Board at each meeting on
business and strategic developments pertaining to the Groups business.
Principle 2: Board Composition and Guidance
The Board comprises one Executive Director, Mr. Ting Teck Jin, and three Independent Directors, Mr. Ung Gim Sei
and Mr. Lim Siong Sheng and Mr. Lim Poh Boon. Key information regarding the Directors is given in the section
on Board of Directors of this annual report. The independence of each Independent Director is reviewed
annually by the Nominating Committee. The Board considers an independent director as one who has no
relationship with the Company, its related companies, its 10% shareholders or its officers that could interfere
or be reasonably perceived to interfere with the exercise of the Directors independent business judgment of
the conduct of the Groups affairs.
The NC is of the view that the current Board, with Independent Directors making up at least half of the Board,
has a strong and independent element to exercise objective judgment on corporate affairs independently from
Management. The NC is also of the view that no individual or small group of individuals dominates the Boards
decision making process. Currently none of the Independent Directors has served the Board for more than nine
years from the date of their first appointment.
Principle 3: Chairman and Chief Executive Officer
According to the Code, the Chairman and Chief Executive Officer (CEO) should in principle be separate persons.
The Board is of the view that the Group has built up a cohesive management team. The CEO together with the
Executive Officers has full executive responsibilities over the business directions and operational decisions.
The CEO is responsible to the Board for all corporate governance procedures to be implemented by the Group
and to ensure conformance by the Management to such practices.
Currently, the Board comprises of four Directors, three of whom are Independent Directors and there is no lead
Independent Director appointed in the Board. This is because the Board is of the view that a strong element of
independence is present in the Board and all three Independent Directors exercises equal and active influence
in the Boards affairs.
Our Chairman and CEO is Mr. Ting Teck Jin and his responsibilities include:
1.

leading the Board to ensure effectiveness on all aspects of its role and setting its agenda;

2.

ensuring that the Directors receive accurate, timely and clear information;

3.

ensuring effective communication with shareholders;

4.

encouraging constructive relations within the Board and between the Board and Management;

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5.

facilitating the effective contribution of Non-Executive Directors in particular; and

6.

promoting high standards of corporate governance.

Principle 4: Board Membership


Mr. Ung Gim Sei, an Independent Director, is the Chairman of the NC. The other members of the NC are our
Independent Directors, Mr. Lim Siong Sheng and Mr. Lim Poh Boon. The NC has written terms of reference that
describe the responsibilities of its members.
We believe that Board renewal must be an on-going process to ensure good governance and cater to the changing
needs of the Company and business. Our Articles of Association require at least one-third of our Directors
(excluding the Group Managing Director) to retire from office by rotation and be subject to re-nomination and
re-election by shareholders at every annual general meeting (AGM). No Director stays in office for more than
three years without being re-elected by shareholders.
The responsibilities of the NC are as follows:
a.

to recommend to the Board on all Board appointments;

b.

to review and recommend to the Board annually, the Boards structure, size and composition;

c.

to identify and make recommendations to the Board for Directors retirement, re-election and re-nomination
at each AGM of the Company, having regard to each Directors contribution and performance;

d.

to oversee the Board and key management personnels succession planning;

e.

to determine the criteria (in particular, taking into account a Directors independence and competing
commitments) to identify candidates and review nominations for the appointment of Directors to the
Board;

f.

to determine annually if a Director is independent; and

g.

to decide how the Boards performance may be evaluated and propose objective performance criteria for
the Boards approval.

In the selection and nomination for new Directors, the NC identifies the key attributes that an incoming Director
should have, based on existing or new requirements of the Group. After endorsement by the Board, the NC taps
on the resources of the Directors personal contacts for recommendations of potential candidates. Executive
recruitment agencies may also be appointed to assist in the search process where necessary. Interviews are then
set up with the shortlisted candidates for the NC to assess them before a decision is made.
New Directors are appointed by way of a board resolution, after the NC has approved their nominations. Such
new Directors submit themselves for re-election at the next AGM of the Company. Pursuant to the Articles of
Association, all Directors are required to submit themselves for re-election at least once every three years.

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The role of the NC also includes the responsibility of reviewing the re-nomination of Directors who retire
by rotation, taking into consideration the Directors integrity, independence mindedness, contribution and
performance (such as attendance, participation, preparedness and candour) and any other factors as may
be determined by the NC. Board recognises the contribution of its Independent Directors who over time have
developed deep insight into the Groups businesses and operations and who are therefore able to provide
invaluable contributions to the Group. As such, the Board has not set a fixed term of office for each of its
Independent Directors so as to be able to retain the services of the directors as necessary.
The NC recommended to the Board that Mr. Ting Teck Jin and Mr. Ung Gim Sei be nominated for re-election at the
upcoming AGM. In making the recommendation, the NC had considered the Directors contributions to the Group.
Mr. Ting Teck Jin will, upon re-election as a Director, remain as the Executive Chairman and CEO. Mr. Ung Gim Sei
will, upon re-election as a Director, remain as the Independent Director, Chairman of the NC and RC and a member
of the AC. Mr. Ung Gim Sei will be considered independent for the purposes of Rule 704(7) of the Catalist Rules.
Each member of the NC has abstained from voting on any resolution in respect of the assessment of his
performance or re-nomination as a Director of the Company. In the event any member of the NC has an interest in
a matter being deliberated upon by the NC, he will abstain from participating in the review and approval process
relating to that matter. Mr. Ung Gim Sei had abstained from making any recommendation and/or participating
in any deliberation of the NC in respect of the assessment of his own performance or re-election as a Director.
The Directors profiles are presented in the Board of Directors section of this annual report.
Each of the Independent Directors has completed an independent directors declaration form and confirmed his
independence. The independence of each Director has been and will be reviewed on an annual basis and as
and when circumstances require, by the NC, with reference to the guidelines as set out in the Code. The NC has
determined that the Independent Directors are independent.
When a Director has multiple board representations, he or she ensures that sufficient time and attention is
given to the affairs of each company. All directors are required to declare their board representations. The NC
determines annually whether a Director with multiple board representations is able to and has been adequately
carrying out his or her duties as a Director of the Company. The Board has also determined that the maximum
number of listed company board representations which any Director may hold is three. The NC takes into account
the results of the assessment of the effectiveness of the individual Director, and the respective Directors actual
conduct on the Board, in making the determination and is satisfied that sufficient time and attention are being
given by the Directors to the affairs of the Group, and there is presently no need to implement internal guidelines
to address their competing time commitments.
Succession planning is also an important part of the governance process. The NC reviews the appointment of key
executives and conducts annual review of their remuneration, performance and development plans. As part of
this annual review, the successors to the key executives (whenever necessary) are identified, and development
plans instituted for them. The Company has put in place a structured succession programme to prepare a team
of future leaders for the Groups long-term sustainability.

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Principle 5: Board Performance
The NC does its best to ensure that Directors appointed to our Board possess the relevant necessary background,
experience and knowledge, and bring to the Board independent and objective perspectives for balanced and
well-considered decisions to be made.
The NC undertakes a formal review of the effectiveness of the Board as a whole, the Board Committees and the
contribution by each Director to the effectiveness of the Board on a yearly basis with inputs from the other Board
members and the Chairman.
For the year under review, the NC assessed the effectiveness of the Board, the Board Committees and the
contribution of each individual Director to the effectiveness of the Board. The Boards performance was measured
by its ability to support Management especially in times of crisis, and to steer the Company towards profitability
and the achievement of strategic and long-term objectives set by the Board.
The NC has adopted a formal policy to evaluate the Boards performance. The performances criteria are not
changed from year to year except when deemed necessary and justifiable and include the following:
i.

timely guidance to the Management;

ii.

attendance at Board/Committee meetings;

iii.

participation at Board/Committee meetings;

iv.

commitment to Board activities;

v.

Board performance in discharging principle functions;

vi.

Board Committee performance;

vii.

independence of Directors; and

viii.

appropriate complement of skill, experience and expertise on the Board.

Where the performance criteria are deemed necessary to be changed, the onus should be on the Board to justify
this decision.
The NC evaluates the Boards performance as a whole, which takes into consideration the Boards conduct of
meetings, maintenance of independence, board accountability, communication with management, etc. The NC
also assesses the performance of individual Directors based on their attendance record at the meetings of the
Board and Board committees, their quality of participation at meetings as well as any special contributions. The
Chairman acts on the results of the performance evaluation and, where appropriate and in consultation with the
NC, proposes new members be appointed to the Board or seeks the resignation of Directors.

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The NC has assessed the performance of the current Boards overall performance during the financial year under
review, and is of the view that the performance of the Board as a whole, and that of the Chairman, has been
satisfactory.
Principle 6: Access to Information
All Directors receive a Board report issued prior to any Board meeting and on an on-going basis to provide
contextual information and to enable the Directors to obtain further information, where necessary, in order to
be properly briefed before any meeting. Such information provided to the Directors include background and
explanatory information relating to matters to be brought before the Board, copies of disclosure documents,
budgets, forecasts and interim financial statements. In respect of budgets, any material variance between the
projects and actual results are also disclosed and explained.
In order to aid the discharge of duties by the Board, Management provided operational reports and management
accounts on a quarterly basis in FY2014. The Board is able to request for any information from Management at
any point in time to satisfy its needs.
The Board has separate and independent access to the senior management and the Company Secretary at
all times. Should Directors, whether as a group or individually, need independent professional advice, the
Company Secretary will, upon directions by the Board, appoint a professional advisor selected by the group or
the individual to render the appropriate professional advice. The cost of such professional advice will be borne
by the Company.
Under the direction of the Chairman, the Company Secretarys responsibilities include ensuring good information
flows within the Board and Board Committees and between the senior management and Non-Executive Directors
and advising the Board on all governance matters The Company Secretary also facilitates orientation and assists
with professional development as required. The Company Secretary attends all meetings of the Board and ensures
that board procedures, applicable rules and regulations are followed. The Company Secretary also attends all
meetings of the Board Committees. The appointment and removal of the Company Secretary is a matter for the
Board to decide as a whole.
Please refer to the Corporate Information section of the annual report for the composition of the Companys
Board of Directors and Board Committees.

B.

REMUNERATION MATTERS

Principle 7: Procedures for Developing Remuneration Policies


Principle 8: Level and Mix of Remuneration
Mr. Ung Gim Sei, an Independent Director, is the Chairman of the RC. The other members of the RC are our
Independent Directors, Mr. Lim Siong Sheng and Mr. Lim Poh Boon. As such, the risk of potential conflict of
interest is minimised.

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The function of the RC is to review the procedure for developing the remuneration policy of the Executive Directors
of the Company, to establish the remuneration packages of individual Directors and to provide a greater degree
of objectivity and transparency in the setting of remuneration. No Director is involved in the decision for his
own remuneration.
The responsibilities of the RC are:
a.

to recommend to the Board a framework of remuneration for the Executive Directors of the Group (where
applicable), all aspects of remuneration such as Directors fees, salaries, allowance, bonuses, options,
share-based incentives and awards, and benefits-in-kind and to submit all such recommendations for
endorsement by the entire Board;

b.

to determine the remuneration packages and terms of employment for each Executive Director; and

c.

to review the remuneration of senior management.

The RC has access to internal and external expert and/or professional advice on human resource and remuneration
of all Directors, amongst other matters, whenever there is a need for such consultation.
The RC ensures that the levels of remuneration for all Directors are appropriate to attract, retain and motivate
them to run the Group successfully and in this respect, the RC avoids paying more than necessary. In its
deliberations, the RC takes into consideration industry practices, practices of comparable companies and
norms in compensation and employment in addition to the Companys performance and the performance of the
individual Directors. However, any comparisons of practices within the industry and with comparable companies
are done with caution in view of the risk of an upward ratchet of remuneration levels with no corresponding
improvements in performance.
A significant proportion of the Executive Directors remuneration is structured to link rewards to corporate and
individual performance. Therefore the performance of the Executive Director is measured by the achievement of
corporate and individual performance targets. The RC is of the view that such measurements are appropriate and
meaningful. The performance-related elements of remuneration are designed to align interests of the Executive
Director with those of shareholders.
The Executive Director has a service contract with a fixed appointment period that the Remuneration Committee
reviews, in particular its termination provisions. The service contract is not excessively long and does not contain
onerous removal clauses. In the event of early termination, the Executive Director or the Company may terminate
the service agreement by giving to the other party not less than three months notice in writing, or in lieu of notice,
payment of an amount equivalent to three months salary based on the Executive Directors last drawn salary.
Compensation is fair and the RC avoids rewarding poor performance. In the next review of Executive Directors
and key management personnels service contract, the RC will consider using contractual provisions to allow
the Company to reclaim bonuses or other incentive components (such as Performance Shares and/or Options)
of remuneration from the Executive Director and key executives in exceptional circumstances of misstatement
of financial results, or of misconduct resulting in financial loss to the Company.

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The remuneration of each Non-Executive Director is determined by his contribution to the Company, taking into
account factors such as effort and time spent as well as his responsibilities on the Board. The Non-Executive
Directors are not overcompensated to the extent that their independence may be compromised. The Board will
recommend the remuneration of the Non-Executive Directors for approval at the AGM.
As for long-term incentive schemes, the Group operates EMS Energy Performance Share Plan (the EPSP) and
EMS Energy Employee Share Option Scheme (the ESOS) for its directors and employees. The Company has
adopted the EPSP and ESOS which were approved by the Shareholders at the Companys Extraordinary General
Meeting dated 22 August 2009. The EPSP and ESOS are administered by the RC.
EPSP
The EPSP provides an opportunity for employees of the Group who have contributed to the growth and
performance of the Group (including Executive and Non-Executive Directors) and who satisfy the eligibility
criteria as set out under the rules of the EPSP, to reward them with participation in the equity of the Company.
Controlling shareholders of the Company and their associates are also eligible to participate in the EPSP. The
total number of shares in the capital of the Company (Shares) over which the RC may grant shares under the
EPSP (Performance Shares) on any date, when added to the number of Shares, over which options are granted
under any other share option scheme of the Company, i.e. the ESOS, shall not exceed 15% of the number of
the total issued Shares on the day immediately preceding the date on which the Performance Shares shall be
granted. Subject to prevailing legislation and rules of the Catalist Rules, the Company, in its sole and absolute
discretion, will deliver Performance Shares to the participants upon vesting of their awards by way of an issue
and allotment of new Shares or delivery of existing Shares to the participant.
ESOS
The ESOS provides an opportunity for employees of the Group who have contributed to the growth and
performance of the Group (including Executive and Non-Executive Directors) and who satisfy the eligibility criteria
as set out under the rules of the ESOS, to participate in the equity of the Company. Controlling shareholders
of the Company and their associates are also eligible to participate in the ESOS. The total number of Shares
over which the RC may grant options under the ESOS (Options) on any date, when added to the number of
Shares issued and issuable in respect of all Options, shall not exceed 15% of the number of the issued Shares
on the day immediately preceding the date on which the Options shall be granted. Under the rules of the ESOS,
the Options that are granted may have exercise prices that are, at the RCs discretion, set at the price (Market
Price) equal to the average of the last dealt prices for the Shares on Catalist for the five consecutive market
days immediately preceding the relevant date of grant of the relevant Option, or (provided that Shareholders
approval is obtained in a separate resolution) at a discount to the Market Price (subject to a maximum discount
of 20%). Options which are fixed at the Market Price may be exercisable at any time by the participant after the
first anniversary of the date of grant of that Option while Options granted at a discount to the Market Price may
only be exercised after the second anniversary from the date of grant of the Option. Options granted under the
ESOS will have a life span of ten years except in the case of Options granted to Non-Executive Directors and
Independent Directors where the exercise period may not exceed five years from the date of grant or such earlier
date as may be determined by the RC.

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Further details on the Performance Shares and Options granted under the EPSP and ESOS respectively can be
found in the Directors Report in this Annual Report.
Principle 9: Disclosure on Remuneration
The Company adopts a formal procedure in setting remuneration packages of individual Directors, taking into
account pay and employment conditions of comparable companies in the same or similar industries, as well as
the Groups relative performance and the performance of individual Directors.
The performance conditions used to determine the entitlement of the Executive Director and key management
personnel under short-term incentive scheme (such as Bonus) and long term incentive scheme (such as EPSP
and ESOS) comprises of qualitative and quantitative conditions. Examples of quantitative conditions are
target revenue, target profit, sales growth and years of service. Examples of qualitative conditions are on-thejob performance, leadership, teamwork, etc. The performance conditions are set by RC. The inclusion of the
performance conditions in the service agreement of the Executive Director and key management personnel
is done in a review conducted prior to the renewal of the service agreement of the Executive Director and key
executives. The RC has reviewed and is satisfied that the performance conditions of the Executive Director and
key executives were met for FY2014.
The Company does not have any employee who is an immediate family member of any Director and whose
remuneration exceeded S$50,000 during the financial year under review.
The report on Directors Remuneration for FY2014 is disclosed in Table 2.
Table 2: The breakdown of the Directors remuneration for FY2014

Name of Directors
Mr. Ting Teck Jin

Stock-based
remuneration
%

Total %

Remuneration Band

Salary %

Bonus %

Directors'
fee %

S$250,000 to

87.1%

5.6%

7.3%

100%

S$500,000
Mr. Lim Poh Boon

Below S$100,000

94.4%

5.6%

100%

Mr. Ung Gim Sei

Below S$100,000

94.4%

5.6%

100%

Mr. Lim Siong Sheng

Below S$100,000

94.4%

5.6%

100%

The aggregate total remuneration paid to the Companys Independent Directors (Mr. Lim Poh Boon, Mr. Ung
Gim Sei and Mr. Lim Siong Sheng) is S$135,000. For competitive reasons, the Company is not disclosing each
individual Directors remuneration.
The details of remuneration paid to top 2 key executives (who are not Directors of the Company) of the Group
for FY2014 are set out below:

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Table 3: Remuneration of Key Employees

Remuneration Band

Salary
%

Bonus
%

Stock-based
remuneration
%

Total
%

Mah Peek Sze Patsy

Below S$250,000

98.2%

1.8%

100%

Wong Hong Cheng

Below S$250,000

98.6%

1.4%

100%

Name of Key Executives

Remuneration amounts are inclusive of salary, bonus, allowances and Central Provident Fund contributions.

The aggregate total remuneration paid to the top 2 key executives (who are not Directors or the CEO) was
approximately S$434,000.
There were no termination, retirement and post-employment benefits that may be granted to directors, the CEO
and the top 2 key executives in FY2014.

C.

ACCOUNTABILITY AND AUDIT

Principle 10: Accountability


The Board believes that it should promote best practices and present a balanced and comprehensible assessment
of the Groups performance, position and prospects, which extends to interim and price sensitive public reports,
as a means to build an excellent business for our shareholders as the Board is accountable to shareholders for
the Company and the Groups performance.
The Board is mindful of its obligations to provide timely and fair disclosure of material information in compliance
with statutory reporting requirements. Price sensitive information is either first publicly released before the
Company meets with any group of investors or analysts or simultaneously with such meetings. Financial results
and annual reports will be announced or issued within the mandatory period. The Board also provides reports
to regulators when required. Management provides the Board with quarterly management accounts that present
a balanced and understandable assessment of the Groups performance, position and prospects.
Principle 11: Risk Management and Internal Controls
The Board is responsible for the governance of risk and sets the tone and direction for the Group in the way
risks are managed in the Groups businesses. The Board has ultimate responsibility for approving the strategy
of the Group in a manner which addresses stakeholders expectations and does not expose the Group to an
unacceptable level of risk. The Board approves the key risk management policies and ensures a sound system
of risk management and internal controls and monitors performance against them. In addition to determining
the approach to risk governance, the Board sets and instils the right risk focused culture throughout the Group
for effective risk governance.
The Board reviewed the adequacy of the Groups risk management framework and systems and conducted four
dialogue sessions with the Management to understand the process to identify, assess, manage and monitor
risks within the Group. In addition, the Board also engaged an external risk management consultant, BDO LLP,

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during the year to conduct an independent review on the effectiveness, adequacy and robustness of the Groups
risk management policies and processes and make recommendations to enhance the internal controls over the
risk management process.
Management presented semi-annual reports to the AC and the Board on the Groups risk profile, the status of
risk mitigation action plans and updates on the following areas:
a.

assessment of the Groups key risks by major business units and risk categories;

b.

identification of specific risk owners who are responsible for the risks identified;

c.

description of the processes and systems in place to identify and assess risks to the business and how
risk information is collected on an ongoing basis;

d.

ongoing gaps in the risk management process such as system limitations in capturing and measuring
risks, as well as action plans to address the gaps;

e.

status and changes in plans undertaken by Management to manage key risks; and

f.

description of the risk monitoring and escalation processes and also systems in place.

Managements Responsibility in Risk Management


Management is responsible for designing, implementing and monitoring the risk management and internal control
systems in accordance with the policies on risk management and internal controls. The Group has a Chief Risk
Officer, Ms. Patsy Mah, who co-ordinates the Groups risk management efforts.
As part of Managements efforts in promoting a risk-aware culture, risk assessment and evaluation takes place as
an integral part of the annual strategic planning cycle conducted at the beginning of each financial year. Having
identified the risks arising from strategic business objectives, each business unit is required to document the
mitigating actions to manage each significant risk. New areas are introduced for assessment as the business
risk profile changes. Information such as the types of risks, the controls and processes for managing risks is
subsequently summarised in a risk map, which is reviewed by Management, Internal Audit and the AC.
Management also conducted an annual training on risk management and a risk discussion forum to heighten
risk awareness for staff at middle management level. Management is responsible for day to day monitoring of
these risks and highlighting significant events arising thereon to the AC and the Board.
Key Contracts/Projects Execution Risk
The Group's core business segment is currently undertaken by EMS Energy Solutions Pte Ltd (ESS) namely the
design, manufacture, fabrication and installation of engineering solutions and products for the marine, oil and gas
industries. Some of ESS larger turnkey projects may stretch to two or even three years with milestone payments,
resulting in the heightened role of cash flow management in such projects. Unexpected delays in project delivery
during execution or delay in customers payment of any such key long-term contracts may have an adverse effect

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on the financial condition and results of operations of the Group. The Group has taken the necessary approach to
mitigate this risk by securing project financing for its larger turnkey projects, ensuring adequate bank facilities
to support its execution of projects, and tight monitoring of its collections from customers. The Group would
continue to pursue diversification strategies to strengthen its operations and financial position.
Product Liability Risk
During the year, the Management has reviewed and deemed adequate its insurance coverage against common
fire, industrial, machinery, building, third party liability risks and so forth. With its range of offshore products,
the Management is assessing its potential product liability risks, and suitable insurance coverage for such
product liability. The Board believes that such insurance coverage of product liability will manage the Companys
exposure to such risks.
Financial risks
The nature of the Group businesses and activities exposes the Group to market risks (including currency risk
and interest rate risk), credit risk, liquidity risk and capital risk. The Group has a system of controls in place
to ensure an acceptable balance between the cost of risks occurring and the cost of managing such risks. The
steps taken by the Group to manage its exposure to financial risks are set out in the Financial Report on pages
90 to 100 of the Notes to the Financial Statements in this annual report.
Annual Review of the Groups Risk Management and Internal Control Systems
The Board with the assistance of the AC has undertaken an annual assessment on the adequacy and effectiveness
of the Groups risk management and internal control systems over financial, operational, compliance and
information technology risks. The assessment considered issues dealt with in reports reviewed by the Board
during the year together with any additional information necessary to ensure that the Board has taken into
account all significant aspects of risks and internal controls for the Group for the financial year ended 31
December 2014.
The Boards annual assessment in particular considered:
a.

the changes since the last annual assessment in the nature and extent of significant risks, and the
Companys ability to respond to changes in its business and the external environment;

b.

the scope and quality of Managements ongoing monitoring of risks and of the system of internal controls
and the work of its internal audit function and other providers of assurance;

c.

the extent and frequency of the communication of the results of the monitoring to the AC; and

d.

the incidence of significant internal controls weaknesses that were identified during the financial year.

In order to obtain assurance that the Groups risks are managed adequately and effectively, the Board
had reviewed an overview of the risks which the Group is exposed to, as well as an understanding of what
countermeasures and internal controls are in place to manage them.

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The Board has also received assurance from the CEO and Chief Financial Officer (CFO):
(a)

that the financial records have been properly maintained and the financial statements give a true and
fair view of the Groups operations and finances; and

(b)

regarding the effectiveness of the Groups risk management and internal control systems.

Based on the internal controls established and maintained by the Group, work performed by the internal and
external auditors and reviews performed by Management, various Board Committees and the Board, the AC and
the Board are of the opinion that the Groups internal controls including financial, operational, compliance and
information technology controls as well as the risk management systems, were adequate and effective as at 31
December 2014.
Principle 12: Audit & Risk Management Committee
Mr. Lim Siong Sheng, an Independent Director, is the Chairman of the AC. The AC comprises two other Independent
Directors, Mr. Ung Gim Sei and Mr. Lim Poh Boon. At least two members of the AC have the appropriate accounting
or related financial management expertise and experience. The AC has explicit authority to investigate any matter
within its terms of reference, full access to and co-operation by Management and reasonable resources to enable
it to discharge its functions properly, as well as full access to the Directors and Executives and discretion to invite
any of them to attend its meeting. The Board ensures that the members of the AC are appropriately qualified to
discharge their responsibilities.
The AC holds periodic meetings and reviews primarily the following:
(a)

the audit plan of the Companys external auditors;

(b)

the external auditors reports;

(c)

the co-operation given by our officers to the external auditors;

(d)

the effectiveness of the Groups internal audit function;

(e)

the scope and results of the audit procedures and their cost effectiveness;

(f)

the financial statements of the Company and the Group, especially any significant financial reporting
issues and judgments so as to ensure their integrity, before submission to the Board;

(g)

all formal announcements relating to the Groups financial performance;

(h)

the independence and objectivity of the external auditors on an annual basis;

(i)

the remuneration and terms of engagement of the external auditor;

(j)

nomination, re-nomination and removal of external auditors for appointment;

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(k)
(l)

the adequacy and effectiveness of the Groups internal controls;


the Groups compliance with such functions and duties as may be required under the relevant statutes
or the Catalist Rules, and by such amendments made thereto from time to time;

(m)

interested person transactions; and

(n)

capital expenditure transactions.

The AC meetings are also attended by the Executive Director and the external and internal auditors. During this
financial year, the AC has also met up with the external auditors and the internal auditors, without the presence
of Management.
The AC shall commission and review the findings of internal investigations into matters where there is any
suspected fraud or irregularity, failure of internal controls or infringement of any Singapore laws, rules or
regulations which have or are likely to have a material impact on the Groups operating results and/or financial
position. Each member of the AC shall abstain from voting on any resolutions and making any recommendations
and/or participating in any deliberations of the AC in respect of matters in which he is interested.
The AC assesses the independence of the external auditors annually. The aggregate amount of fees paid for the
external auditors of the Group for the financial year ended 31 December 2014 was:
S$000
Audit fees

56

Non-audit fees

15

Total fees

71

The Audit Committee has reviewed the non-audit services rendered by the external auditors for the financial
year ended 31 December 2014 as well as the fees paid, and is satisfied that the independence of the external
auditors have not been impaired.
The AC has recommended Messrs Nexia TS Public Accounting Corporation for re-appointment as auditors of the
Company at the forthcoming AGM.
The Company confirms that it is in compliance with Rules 712 and 715 of the Catalist Rules in relation to its
external auditors.
The Directors of the AC sit on multiple boards (listed public company and private companies) and hence, have
the necessary accounting and financial expertise to deal with the matters that come before them. They will attend
courses and seminars to keep abreast of changes to accounting standards and other issues which may have a
direct impact on financial statements, as and when necessary.

EMS ENERGY LIMITED ANNUAL REPORT 2014

27

Corporate Governance Report


The Company has a Whistle-Blowing policy in place which provides a well-defined and accessible channel
for staff of the Group through which the staff may, in confidence, raise concerns about possible fraudulent
activities, malpractices or improprieties in matters of financial reporting or other matters in a responsible and
effective manner (Complaints). The staff of the Group may approach (a) his or her direct line manager, operation
manager or Companys directors; or (b) the AC directly (via email or phone call) to raise his or her Complaints.
Arrangements for independent investigation of such matters and appropriate follow up actions were also provided
for in the Whistle-Blowing policy. There were no reports of whistle blowing received in FY2014.
Principle 13: Internal Audit
The Group outsourced its Internal Audit (IA) function to an external professional firm, BDO LLP, which reports
directly to the Chairman of AC and administratively works with the CEO. The ACs responsibility in overseeing
that the Companys internal controls and risk management systems are adequate will be complemented by the
work of the IA.
In accordance with Guideline 13.4 of the Code, the IA meets the standards set by nationally or internationally
recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by
The Institute of Internal Auditors.
The AC meets with the IA at least twice during the year without the presence of Management, reviews the IAs
reports on a half yearly basis and also reviews and approves the annual IA plans and resources to ensure that
the IA has the necessary resources and the appropriate standing within the Company to adequately perform its
functions. The AC is satisfied that the internal audit function is adequate and effective during FY2014.

D.

COMMUNICATION WITH SHAREHOLDERS

Principle 14: Shareholder Rights


Principle 15: Communication with Shareholders
Principle 16: Conduct of Shareholder Meetings
The Board believes in regular, effective, fair and timely disclosure of material information to its shareholders to
enhance the standard of corporate governance. To be in line with the provisions of the Catalist Rules and the
Companies Act (Cap. 50) of Singapore, the Boards policy requires that all shareholders are equally and in a
timely manner informed of all major developments that impact the Company or the Group. It is also the Boards
policy that all corporate news, strategies and announcements be promptly disseminated through the SGXNET
system as well as the corporate website (http://www.emsenergy.com.sg), including press releases, annual reports
and other various media. If there is inadvertent disclosure made to a selected group, we will make the same
disclosure publicly to all others as soon as practicable. We constantly ensure that all information disclosed is
as descriptive, detailed and forthcoming as possible such that boilerplate disclosures are avoided.
The Board supports the Codes principle to encourage shareholder participation. Shareholders are encouraged
to attend, to participate effectively and to vote in the general meetings of the Company and to stay informed
of the Companys strategy and goals, to ensure a high level of accountability. Notice of the general meeting

28

EMS ENERGY LIMITED ANNUAL REPORT 2014

Corporate Governance Report


is despatched to shareholders, together with explanatory notes or a circular on items of special business (if
necessary), at least 14 working days before the meeting. Shareholders may vote in person or by proxy. Voting in
absentia and electronic mail may only be possible following careful study to ensure the integrity of the information
and authentication of the identity of members through the web is not compromised and is also subject to
legislative amendment to recognise electronic voting. The Board welcomes questions from shareholders who
wish to raise issues either informally or formally before or at the general meeting. The Chairpersons of the Board
and Board Committees, and the external auditors, are normally available at the meeting to answer questions
relating to the general meetings, work of their committees, conduct of audit and the preparation and content
of the auditors report.
Separate resolutions are provided at general meetings on each separate issue and the bundling of resolutions
is avoided unless they are interdependent and linked so as to form one significant proposal and unless the
Company explains the reasons and material implications.
The Companys Articles of Association allows a member of the Company to appoint one or two proxies to attend
and vote instead of the member. In addition, there is no limit on the number of proxies for nominee companies
to attend general meetings.
Voting at general meetings will be by show of hands unless a poll is demanded (1) by the Chairman or (2) by
not less than two shareholders or proxies or (3) shareholders or proxies representing an aggregate of not less
than one-tenth of the total voting rights of all shareholders having the right to attend and vote at the meeting
or shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has
been paid equal to not less than one-tenth of the total sum paid on all the shares conferring that right. Voting
by a show of hands enables the Company to deal with the business of the meeting expeditiously.
The Company prepares minutes of general meetings which include substantial comments, queries from
shareholders and responses from the Board and Management. The minutes are available to shareholders upon
request.
In addition, the Group proactively engages shareholders through analyst/media briefings, investor conferences
and road shows. In these meetings, matters pertaining to business strategy, operational and financial
performance and business prospects were shared by the senior management team. To further enhance its
communication with shareholders, the Company's website (http://www.emsenergy.com.sg) allows the public to
access timely information on the Group directly and also gather view and inputs from shareholders.
The Company does not have a dividend policy. As the Company still has accumulated losses as at 31 December
2014 and its current priority is to achieve long-term growth for the benefit of its shareholders, its profits shall
therefore be retained for investment into the future. As such, no dividends are paid for FY2014. The Board would
consider establishing a dividend policy at the appropriate time.

E.

DEALING IN SECURITIES

The Company has adopted internal codes of conduct pursuant to Rule 1204(19) of the Catalist Rules applicable
to all its officers in relation to dealings in the Companys securities. The Company refers to the Catalist Rules and
is of the opinion that these codes are appropriate. The Company is aware that it, its Directors and its employees
are continuously subject to requirements set out by applicable law. The Company believes that by observing
EMS ENERGY LIMITED ANNUAL REPORT 2014

29

Corporate Governance Report


these best practices and the applicable law, the standard of corporate governance will be raised and investor
confidence will be enhanced.
The Company and its officers are aware that it is an offence to deal in its securities as well as securities of
other listed issuers when in possession of unpublished material price-sensitive information in relation to those
securities.
As required under Chapter 12 of the Catalist Rules, the Company and its officers do not deal in the Companys
securities on short-term considerations and they are not allowed to deal in the Companys shares during the
period commencing one month before the announcement of half-year or full year results and ending on the date
of the announcement of these results. Directors and executives are also expected to observe insider trading laws
at all times even when dealing with securities within permitted trading period.

F.

MATERIAL CONTRACTS

In accordance with Rule 1204(8) of the Catalist Rules, there is no material contracts entered into by the Company
or its subsidiaries for the benefit of the Directors or controlling shareholders, either still subsisting at the end of
the financial year, or if not then subsisting, which were entered into since the end of the previous financial year.

G.

INTERESTED PERSON TRANSACTIONS

The Company has adopted an internal policy in respect of any transaction with interested persons and has set
out the procedures for review and approval of the Companys interested person transactions.
In order to ensure that the Company complies with Chapter 9 of the Catalist Rules on interested person
transactions, the AC meets quarterly to review all interested person transactions of the Company. However, if
the Company enters into an interested person transaction, the AC seeks to ensure compliance with the relevant
rules under Chapter 9 of the Catalist Rules.
The following interested person transactions took place between the Group and interested persons during FY2014:

Name of Interested Person

Aggregate value of all interested


person transactions (excluding
transactions less than $100,000
and transactions conducted under
shareholders mandate pursuant
to Rule 920 of the Catalist Rules)
S$000

Aggregate value of all interested


person transactions conducted
under the shareholders
mandate pursuant to Rule 920
of the Catalist Rules (excluding
transactions less than $100,000)
S$000

Koastal Group *
Purchases of materials from
related corporation

Nil

Sales to related corporation

Nil

30,200

Rental charged to related


corporation

Nil

15

Payment made on behalf of


related corporation

Nil

155

Nil

30,372

Aggregate
*

30

Koastal Industries Pte. Ltd. and Koastal Marine Pte. Ltd. are subsidiaries of Koastal Pte. Ltd (Koastal Group). Koastal Industries Pte. Ltd.
is the legal and beneficial owner of 41.26% of the shares in the Company. Mr. Ting Teck Jin, being the controlling shareholder and managing
director of Koastal Group, is deemed to have an indirect interest in the shares of the Company.

EMS ENERGY LIMITED ANNUAL REPORT 2014

Corporate Governance Report


H.

USE OF PROCEEDS FROM THE RIGHTS ISSUE

Further to the Companys rights issue which was completed on 26 September 2014 and as at 31 December 2014,
the proceeds from the aforesaid have been applied as follows:

Use of Gross Proceeds


To fund the order book of the Group

Amount allocated
(S$000)

Amount reallocated
(S$000)

Amount utilised
(S$000)

4,397 to 5,863

1,158 (2)

7,021

in Tuas

4,397 to 5,863

(733) (2)

3,664

To fund the working capital of the Group(1)

2,931 to 4,397

(490) (2) (3)

3,907

To fund the capital expenditures of


the Group including the funding of the
development of the new waterfront facility

Rights Issue expenses


Total

150

65 (3)

14,807

215
14,807

Note 1:
Amount of approximately S$1.72 million, S$1.56 million and S$0.63 million have been utilised for payment of operational costs, staff costs and
reducing the Groups bank overdrafts respectively.
Note 2:
Proceeds of S$0.73 million and S$0.43 million from Category 2 and Category 3 respectively, were reallocated to Category 1.
Note 3:
Proceeds of S$0.065 million from Category 3 were reallocated to Category 4.

I.

NON-SPONSOR FEES
The Continuing Sponsor of the Company was changed from CNP Compliance Pte. Ltd. (CNPC) to
PrimePartners Corporate Finance Pte. Ltd. (PPCF) with effect from 1 July 2014 (Change).
There were no non-sponsor fees paid to CNPC (and its affiliates) and PPCF during the year under review.

EMS ENERGY LIMITED ANNUAL REPORT 2014

31

Directors Report
The directors present their report to the members together with the audited financial statements of the Group
for the financial year ended 31 December 2014 and the balance sheet of the Company as at 31 December 2014.
Directors
The directors of the Company in office at the date of this report are as follows:
Mr Ting Teck Jin
Mr Lim Poh Boon
Mr Lim Siong Sheng
Mr Ung Gim Sei
Arrangements to Enable Directors to Acquire Shares or Debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement
whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of
shares in, or debentures of, the Company or any other body corporate, other than as disclosed under Share
Scheme in this report.
Directors Interests in Shares or Debentures
(a)

According to the register of directors shareholdings, none of the directors holding office at the end of the
financial year had any interest in the shares or debentures of the Company or its related corporations,
except as follows:
Holdings registered in name of

Holdings in which director is

director or nominee

deemed to have an interest

At 1.1.2014

At 31.12.2014

At 1.1.2014

At 31.12.2014

Mr Ting Teck Jin

9,000,000

18,000,000

247,726,275

495,452,550

Mr Lim Poh Boon

10,000,000

20,000,000

The Company

(No. of ordinary shares)

(b)

Mr Ting Teck Jins deemed interest is derived through shares held by Koastal Industries Pte Ltd. Koastal
Industries Pte Ltd is substantially owned by Mr Ting Teck Jin.

(c)

Mr Ting Teck Jin, who by virtue of his interest of not less than 20% of the issued capital of the Company,
is deemed to have interests in the share capital of all subsidiaries at the beginning and at the end of the
financial year.

(d)

There were no changes in any of the abovementioned directors interests in ordinary shares of the Company
between the end of the financial year and 21 January 2015.

32

EMS ENERGY LIMITED ANNUAL REPORT 2014

Directors Report
Directors Contractual Benefits
Since the end of the previous financial year, no director has received or become entitled to receive a benefit
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 as disclosed in the
accompanying financial statements and in this report.
Share Scheme
The Company has adopted the EMS Energy Employee Share Option Scheme (the Scheme) as well as the EMS
Energy Performance Share Plan (the Plan) at the Extraordinary General Meeting dated 22 August 2009.
Under the Scheme, the following employees shall be eligible to participate:
(a)

full-time employees of the Company and/or its subsidiaries who have attained the age of twenty-one (21)
years on or before the offering date;

(b)

Executive Directors of the Company; and

(c)

Non-Executive Directors (including Independent Directors) of the Company.

Persons who qualify under (a), (b) or (c) under the paragraph above and who are also the Companys Controlling
Shareholders can only participate in the Scheme if their participation is approved by independent shareholders
of the Company in separate resolutions for each such person and for each such grant.
Under the Plan, the following employees shall be eligible to participate:
(a)

confirmed full-time employees of the Company and/or its subsidiaries and associated companies who
have attained the age of twenty-one (21) years on or before the offering date; and

(b)

Executive Directors of subsidiaries or associated companies

EMS ENERGY LIMITED ANNUAL REPORT 2014

33

Directors Report
Share Scheme (Continued)
During the financial year, the following options have been granted pursuant to the Scheme:
Aggregate

Aggregate

options

options

Options

granted since

exercised since

Aggregate

granted during

commencement

commencement

options

financial year

of scheme

of scheme

outstanding

under review

to end of

to end of

as at end of

Date of

(including

financial year

financial year

financial year

grant

terms)

under review

under review

under review

Ting Teck Jin (1)

28.04.2014

10,500,000

10,500,000

10,500,000

Lim Poh Boon

Name of participant
Director

24.02.2014

750,000

750,000

750,000

Lim Siong Sheng (2)

24.02.2014

750,000

750,000

750,000

Ung Gim Sei

24.02.2014

750,000

750,000

750,000

Christopher (3)

24.02.2014

3,000,000

3,000,000

3,000,000

Mah Peek Sze Patsy (3)

24.02.2014

1,500,000

1,500,000

1,500,000

Wong Hon Cheng

(2)

(2)

Employees
Tay Heng Guan

24.02.2014

1,500,000

1,500,000

1,500,000

Lin Yoon Shiang (3) (4)

24.02.2014

3,000,000

3,000,000

Nah Siang Wei

(3)

24.02.2014

1,500,000

1,500,000

Qian Li Jian (3) (4)

24.02.2014

1,500,000

1,500,000

Teh Kok Hwa

24.02.2014

1,500,000

1,500,000

24.02.2014

1,500,000

1,500,000

27,750,000

27,750,000

18,750,000

(3) (4)

(3) (4)

Chong Hooi San (3) (5)


Total

(1) Pursuant to the shareholders approval obtained at the Companys extraordinary general meeting held on 26 April 2014, the Company had
on 28 April 2014, granted a total of 10,500,000 options at an exercise price of S$0.061 per option at the date of the grant, to Mr. Ting Teck
Jin, an Executive Director and controlling shareholder of the Company. These options are exercisable from 28 April 2015 to 27 April 2024.
The exercise price of these options has been revised to S$0.027 on 1 December 2014 as disclosed in Note (6) below.
As at 31 December 2014, the total 10,500,000 options granted to Mr. Ting Teck Jin still remained outstanding and exercisable into 10,500,000
ordinary shares. The estimated fair value of these options granted as at 31 December 2014 was approximately S$0.005 calculated using
the Binomial Option Pricing Model.
(2) These options, which are exercisable from 24 February 2015 to 23 February 2019, were granted at an exercise price of S$0.069 at the date
of the grant and subsequently revised to S$0.027 on 1 December 2014 as disclosed in (6) below.
As at 31 December 2014, the total 2,250,000 options granted to the Independent Directors still remained outstanding and exercisable into
2,250,000 ordinary shares. The estimated fair value of these options granted as at end of the financial year was approximately S$0.005
per option calculated using the Binomial Option Pricing Model.
(3) On 24 February 2014, a total of 15,000,000 options were granted at an exercise price of S$0.069 per option at the date of grant to employees
who are not Directors, controlling shareholders or their associates. On 1 December 2014, the exercise price of these options has been revised
to S$0.027 as disclosed in (6) below.

34

EMS ENERGY LIMITED ANNUAL REPORT 2014

Directors Report
Share Scheme (Continued)
As at 31 December 2014, out of the total of 15,000,000 options granted, 6,000,000 options still remained outstanding and exercisable into
6,000,000 ordinary shares, 1,500,000 options granted were not accepted and another 7,500,000 options were forfeited upon the resignation
of certain employees. These options are exercisable from 24 February 2015 to 23 February 2024. The estimated fair value of these options
granted as at 31 December 2014 was approximately S$0.0044 per option calculated using the Binomial Option Pricing Model.
(4) The Options granted to Lin Yoon Shiang, Nah Siang Wei, Teh Kok Hwa and Qian Li Jian have been forfeited during the financial year;
(5) The options granted to Chong Hooi San were not accepted.
(6) On 1 December 2014, the Company announced the completion of Rights Issue on 7 October 2014 and pursuant to the rules of the EMS
Employee Share Option Scheme, adjustments had been made to the exercise price of the outstanding Share Options (the Adjustments)
in the following manner:
Exercise Price Before
Adjustments

Share Options Issued To


Independent Directors
Employees who are not Directors, Controlling Shareholders or their Associates
Controlling Shareholder

S$0.069
S$0.069
S$0.061

Exercise Price After


Adjustments
S$0.027
S$0.027
S$0.027

The Adjustments has been made in accordance with the rules of the Scheme. The Adjustments took effect on 1 December 2014.
(7) No participant other than Mr. Ting Teck Jin, Tay Heng Guan Christopher, Mah Peek Sze Patsy, Wong Hon Cheng, Lin Yoon Shiang, Nah Siang
Wei, Qian Li Jian, Teh Kok Hwa and Chong Hooi San as mentioned above, has received 5% or more of the total options available under the
Scheme.

Saved as disclosed, there were no other options granted during the financial year.
During the financial year, no performance shares have been granted to the directors and employees of the
Company or its subsidiaries.
No shares have been issued during the financial year by virtue of the exercise of options to take up unissued
shares of the Company and its subsidiaries.
There were no unissued shares of the Company and its subsidiaries under option at the end of the financial year.
Audit Committee
The members of the Audit Committee at the end of the financial year were as follows:
Mr Lim Siong Sheng (Chairman)
Mr Lim Poh Boon
Mr Ung Gim Sei
All members of the Audit Committee are independent and non-executive directors.

EMS ENERGY LIMITED ANNUAL REPORT 2014

35

Directors Report
Audit Committee (Continued)
The Audit Committee carried out its functions in accordance with Section 201B (5) of the Singapore Companies
Act. In performing those functions, the Audit Committee reviewed:

the scope and the results of internal audit procedures with the internal auditor;

the audit plan of the Companys independent auditor and any recommendations on internal accounting
controls arising from the statutory audit;

the assistance given by the Companys management to the independent auditor; and
the balance sheet of the Company and the consolidated financial statements of the Group for the
financial year ended 31 December 2014 before their submission to the Board of Directors, as well as
the Independent Auditors Report on the balance sheet of the Company and the consolidated financial
statements of the Group.

The Audit Committee is satisfied with the independence and objectivity of the independent auditor.
The Audit Committee has recommended to the Board that independent auditor, Nexia TS Public Accounting
Corporation, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
Independent Auditor
The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept reappointment.

On behalf of the directors

Mr Ting Teck Jin

Director

Mr Lim Poh Boon

Director

Singapore
18 March 2015

36

EMS ENERGY LIMITED ANNUAL REPORT 2014

Statement by Directors
In the opinion of the directors,
(a)

the balance sheet of the Company and consolidated financial statements of the Group as set out on pages
40 to 103 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 31 December 2014 and of the results of the business, changes in equity and cash flows of
the Group for the financial year then ended; and

(b)

at the date of this statement, there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they fall due.

On behalf of the directors

Mr Ting Teck Jin

Director

Mr Lim Poh Boon

Director

Singapore
18 March 2015

EMS ENERGY LIMITED ANNUAL REPORT 2014

37

Independent Auditors Report


to the Members of EMS Energy Limited

Report on the Financial Statements


We have audited the accompanying financial statements of EMS Energy Limited (the Company) and its
subsidiaries (the Group) set out on pages 40 to 103, which comprise the consolidated balance sheet of
the Group and balance sheet of the Company as at 31 December 2014, and the consolidated statement of
comprehensive income, statement of changes in equity and statement of cash flows of the Group for the financial
year then ended, and a summary of significant accounting policies and other explanatory information.

Managements 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 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 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 accounts and balance sheets and to maintain accountability of assets.

Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors 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 internal control relevant to the entitys 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 entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.

38

EMS ENERGY LIMITED ANNUAL REPORT 2014

Independent Auditors Report

to the Members of EMS Energy Limited

Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet 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 31 December 2014,
and of the results, changes in equity and cash flows of the Group for the financial year ended on that date.
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 in Singapore, of which we are the auditors, have been properly kept in accordance
with the provisions of the Act.

Nexia TS Public Accounting Corporation


Public Accountants and Chartered Accountants

Director-in-charge: Kristin YS Kim


Appointed from financial year ended 31 December 2012

Singapore
18 March 2015

EMS ENERGY LIMITED ANNUAL REPORT 2014

39

Consolidated Statement of Comprehensive Income


for the financial year ended 31 December 2014

Group

Note

2014
$000

2013
$000

Revenue
Cost of sales
Gross profit

48,807
(42,692)
6,115

Other income net

1,226

7,801

Expenses
Administrative
Finance

(7,347)
(285)

(8,913)
(281)

Continuing operations
21,115
(16,936)
4,179

Share of results of associated company


Profit before income tax

18

1,116
825

830
3,616

Income tax expense


Profit from continuing operations
Discontinued operations
Profit from discontinued operations
Total profit for the year

825

3,616

10

825

738
4,354

24
24

415

15
1,380

Other comprehensive income:


Items that may be reclassified subsequently to profit or loss:
Share of other comprehensive income of associated companies
Translation reserve
Revaluation surplus
Currency translation difference arising from consolidation
Gain
Reclassification
Other comprehensive income, net of tax
Total comprehensive income

415
1,240

Profit attributable to:


Equity holders of the Company
Non-controlling interest
Total comprehensive income attributable to:
Equity holders of the Company
Non-controlling interest

19
(37)
1,377
5,731

825

825

4,059
295
4,354

1,240

1,240

5,436
295
5,731

Earnings per share from continuing operations attributable to


equity holders of the Company (cents)
Basic
Diluted

11
11

0.08
0.08

0.40
0.40

Earnings per share from discontinued operations attributable


to equity holders of the Company (cents)
Basic
Diluted

11
11

0.09
0.09

The accompanying notes form an integral part of these financial statements.

40

EMS ENERGY LIMITED ANNUAL REPORT 2014

Balance sheets

as at 31 December 2014

Group

Company

Note

2014
$000

2013
$000

2014
$000

2013
$000

12
13
14

3,733
45,438
102

3,457
14,163
76

63
21,136

52
9,000

49,273

17,696

21,199

9,052

10,089

7,994
9,248

4,750

6,623
9,248

1,909
9,251

2
9,251

27,331

20,621

11,160

9,253

76,604

38,317

32,359

18,305

34,747
3,757
464

9,736
5,597
1,056

1,260

450

38,968

16,389

1,260

450

36

215

36

215

Total Liabilities

39,004

16,604

1,260

450

NET ASSETS

37,600

21,713

31,099

17,855

NET CURRENT ASSETS

10,305

1,307

19,939

8,602

47,050
3,300
(12,750)

32,458
2,830
(13,575)

47,050
55
(16,006)

32,458

(14,603)

37,600

21,713

31,099

17,855

ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories

Non-current assets
Property, plant and equipment
Investments in subsidiaries
Investments in associated company
Intangible assets

16
17
18
19

Total Assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Provision for warranty

Non-current liabilities
Borrowings

EQUITY
Capital and reserves attributable to
equity holders of the Company
Share capital
Other reserves
Accumulated losses
Total Equity

20
21
22

21

23
24

The accompanying notes form an integral part of these financial statements.

EMS ENERGY LIMITED ANNUAL REPORT 2014

41

Consolidated Statement of Changes in Equity


for the financial year ended 31 December 2014

Attributable to equity holders of the Company


Foreign
currency

Share

Non-

Share Accumulated translation Revaluation

option

controlling

Total

capital

losses

reserve

reserve

reserve

Total

interest

equity

$000

$000

$000

$000

$000

$000

$000

$000

32,458

(13,575)

(331)

3,161

21,713

21,713

23

14,807

14,807

14,807

Share issue expenses

23

(215)

(215)

(215)

Employee share expenses

24

55

55

55

825

415

1,240

1,240

47,050

(12,750)

(331)

3,576

55

37,600

37,600

26,844

(17,634)

(328)

1,781

10,663

3,778

14,441

23

5,880

5,880

5,880

23

(266)

(266)

(266)

12

(4,073)

(4,073)

4,059

(3)

1,380

5,436

295

5,731

32,458

(13,575)

(331)

3,161

21,713

21,713

Group

Note

2014
Beginning of financial year
Issuance of right shares
during the year

Total comprehensive
income for the year
End of financial year

2013
Beginning of financial year
Issuance of ordinary shares
during the year
Share issue expenses
Disposal of subsidiary
during the year
Total comprehensive
income for the year
End of financial year

The accompanying notes form an integral part of these financial statements.

42

EMS ENERGY LIMITED ANNUAL REPORT 2014

Consolidated Statement of Cash Flows


for the financial year ended 31 December 2014

Note

Cash flows from operating activities


Total profit
Adjustments for:
Income tax expense
Bad debts recovered
Bad debts written off
Gain on disposal of a subsidiary
Depreciation of property, plant and equipment
Interest income
Interest expense
Property, plant and equipment written off
Employee share option expenses
Allowance for impairment of amount due from
customers on construction contracts
Share of results of associated company
Currency translation differences

16
5
6
24
18

2014
$000

2013
$000

825

4,354

378
(7)
285
14
55

149
(517)
26
(7,088)
696
(4)
281

(1,116)

517
(862)
65

434

(2,383)

Changes in working capital, net of effects from disposal of


subsidiaries
Trade and other receivables
Inventories
Trade and other payables
Bills payables

(33,885)
(26)
24,882
(1,652)

(4,334)
312
(4,102)
(1,504)

Cash used in operations


Income tax paid
Interest paid
Interest received

(10,247)

(269)
7

(12,011)
(22)
(256)
4

Net cash used in operating activities

(10,509)

(12,285)

(3,600)
160

5,936
(373)

(3,440)

5,563

14,807
(215)

(170)
1,525

5,880
(266)
1,800
(1,574)
(1,836)

15,947

4,004

1,998
436

(2,718)
3,112
42

Cash flows from investing activities


Disposal of a subsidiary, net of cash disposed of
Purchases of property, plant and equipment
Dividend received from associated company

12
16
18

Net cash (used in)/provided by investing activities


Cash flows from financing activities
Proceeds from issuance of shares
Share issue expenses
Proceeds from term loan
Repayment of term loan
Increase in fixed deposits pledged

23
23

Net cash provided by financing activities


Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the financial year
Effects of currency translation on cash and cash equivalents
Cash and cash equivalents at end of the financial year

12

2,434

436

The accompanying notes form an integral part of these financial statements.

EMS ENERGY LIMITED ANNUAL REPORT 2014

43

Notes to the Financial Statements


for the financial year ended 31 December 2014

These notes form an integral part of and should be read in conjunction with the accompanying financial
statements.

1 GENERAL
EMS Energy Limited (the Company) is incorporated and domiciled in Singapore and is publicly traded
on the Catalist Board of Singapore Exchange Securities Trading Limited (SGX-ST). The address of its
registered office is at 1 Robinson Road, #17-00 AIA Tower Singapore 048542 and the principal place of
business is at 10 Tuas Avenue 11, Singapore 639076.
The principal activity of the Company is that of investment holding. The principal activities of the
subsidiaries are stated in Note 17 to the financial statements.

SIGNIFICANT ACCOUNTING POLICIES


2.1

Basis of Preparation
These financial statements have been prepared in accordance with Singapore Financial Reporting
Standards (FRS). The financial statements have been prepared under the historical cost
convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise
its judgement in the process of applying the Groups accounting policies. It also requires the use
of certain critical accounting estimates and assumptions. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements are disclosed in Note 3.
Interpretations and amendments to published standards effective in 2014
On 1 January 2014, the Group adopted the new or amended FRS and Interpretations of FRS (INT
FRS) that are mandatory for application for the financial year. Changes to the Groups accounting
policies have been made as required, in accordance with the transitional provisions in the
respective FRS and INT FRS.
The adoption of these new or amended FRS and INT FRS did not result in substantial changes to
the accounting policies of the Group and the Company and had no material effect on the amounts
reported for the current or prior financial years except for the following:
FRS 112 Disclosures of Interests in Other Entities
The Group has adopted the above new FRS on 1 January 2014. The amendment is applicable for
annual periods beginning on or after 1 January 2014. It sets out the required disclosures for entities
reporting under the new FRS 110 Consolidated Financial Statements and FRS 111 Joint Arrangements,
and replaces the disclosure requirements currently found in FRS 27 (revised 2011) Separate
Financial Statements and FRS 28 (revised 2011) Investments in Associates and Joint Ventures.
The Group has applied FRS 112 retrospectively in accordance with the transitional provisions (as
amended subsequent to the issuance of FRS 112 in September 2011) in FRS 112 and amended for
consolidation exceptions for investment entity from 1 January 2014. The Group has incorporated
the additional required disclosures into the financial statements.

44

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.2

Revenue Recognition
Sales comprise the fair value of the consideration received or receivable for the sale of goods and
rendering of services in the ordinary course of the Groups activities. Sales are presented, net of
value-added tax, rebates and discounts, and after eliminating sales within the Group.
The Group assesses its role as an agent or principal for each transaction and in an agency
arrangement the amounts collected on behalf of the principal are excluded from revenue. The
Group recognises revenue when the amount of revenue and related cost can be reliably measured,
it is probable that the collectability of the related receivables is reasonably assured and when the
specific criteria for each of the Groups activities are met as follows:

(a)

Sale of Goods and Services Rendered


Revenue is recognised when the significant risks and rewards of ownership have been
transferred to the buyer which is taken to be the point when a Group entity has delivered
the goods or rendered the services to the customer, the customer has accepted the goods
or services and the collectability of the related receivable is reasonably assured.

(b)

Construction Contracts
When the outcome of a construction contract can be estimated reliably, contract revenue
and expenses are recognised in profit or loss by reference to the stage of completion of the
contract activity at the balance sheet date. The stage of completion is assessed by reference
to the contract costs incurred to date to the estimated total costs for the contract or surveys
of work performed, as applicable. When it is probable that total contract costs will exceed
total contract revenue, the expected loss is recognised as an expense immediately in profit
or loss. Detailed accounting policy on construction contracts is disclosed in Note 2.8.

(c)

Interest Income
Interest income is recognised on a time proportion basis using the effective interest method.

(d)

Dividend income
Dividend income is recognised when the right to receive payment is established.

(e)

Rental Income
Rental income from operating leases (net of any incentives given to the lessees) is
recognised on a straight-line basis over the lease term.

EMS ENERGY LIMITED ANNUAL REPORT 2014

45

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.3

Government Grants
Grants from the government are recognised as a receivable at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the attached
conditions.
Government grants receivable are recognised as income over the periods necessary to match them
with the related costs which they are intended to compensate, on a systematic basis. Government
grants relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the assets.

2.4

Group Accounting

(a) Subsidiaries
(i) Consolidation
Subsidiaries are all entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date on that
control ceases.
In preparing the consolidated financial statements, transactions, balances and
unrealised gains on transactions between group entities are eliminated. Unrealised
losses are also eliminated but are considered an impairment indicator of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
Non-controlling interests comprise the portion of a subsidiarys net results of
operations and its net assets, which is attributable to the interests that are not
owned directly or indirectly by the equity holders of the Company. They are shown
separately in the consolidated statement of comprehensive income, statement of
changes in equity, and balance sheet. Total comprehensive income is attributed to
the non-controlling interests based on their respective interests in a subsidiary, even
if this results in the non-controlling interests having a deficit balance.

46

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.4

Group Accounting (Continued)

(a)

Subsidiaries (Continued)
(ii) Acquisitions
The acquisition method of accounting is used to account for business combinations
entered into by the Group.
The consideration transferred for the acquisition of a subsidiary comprises the
fair value of the assets transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred also includes any contingent
consideration arrangement and any pre-existing equity interest in the subsidiary
measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree at the date of acquisition either at fair value or at the noncontrolling interests proportionate share of the acquirees net identifiable assets.
The excess of (a) the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the (b) fair value of the identifiable net assets acquired
is recorded as goodwill. Please refer to the paragraph Intangible assets Goodwill
on Acquisitions for the subsequent accounting policy on goodwill.

(iii) Disposals
When a change in the Groups ownership interest in a subsidiary results in a loss of
control over the subsidiary, the assets and liabilities of the subsidiary including any
goodwill are derecognised. Amounts previously recognised in other comprehensive
income in respect of that entity are also reclassified to profit or loss or transferred
directly to retained earnings if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference
between the carrying amount of the retained interest at the date when control is lost
and its fair value is recognised in profit or loss.
Please refer to Note 2.9 for the Companys accounting policy on investments in
subsidiaries in the separate financial statements of the Company.

EMS ENERGY LIMITED ANNUAL REPORT 2014

47

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.4

Group Accounting (Continued)

(b)

Transactions with Non-Controlling Interests


Changes in the Groups ownership interest in a subsidiary that do not result in a loss of
control over the subsidiary are accounted for as transactions with equity owners of the
Company. Any difference between the change in the carrying amounts of the non-controlling
interest and the fair value of the consideration paid or received is recognised within equity
attributable to the equity holders of the Company.

(c)

Associated Companies
Associated companies are entities over which the Group has significant influence, but
not control, generally accompanied by a shareholding giving rise to voting right of 20%
and above but not exceeding 50%. Investments in associated companies are accounted
for in the consolidated financial statements using the equity method of accounting less
impairment losses, if any.

(i) Acquisitions
Investments in associated companies are initially recognised at cost. The cost of
an acquisition is measured at the fair value of the assets given, equity instruments
issued or liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the acquisition. Goodwill on associated companies represents the
excess of the cost of acquisition of the associated company over the Groups share
of the fair value of the identifiable net assets of the associated company and is
included in the carrying amount of the investments.

(ii)

Equity method of accounting


In applying the equity method of accounting, the Groups share of associated
companies post-acquisition profits or losses are recognised in profit or loss
and its share of post-acquisition other comprehensive income is recognised in
other comprehensive income. These post-acquisition movements and distributions
received from the associated companies are adjusted against the carrying amount
of the investment. When the Groups share of losses in an associated company
equals to or exceeds its interest in the associated company, the Group does not
recognise further losses, unless it has legal or constructive obligations to make, or
has made, payments on behalf of the associated company. If the associated company
subsequently reports profits, the Group resumes recognising its share of those profits
only after its share of the profits equals the share of losses not recognised.
Unrealised gains on transactions between the Group and its associated companies
are eliminated to the extent of the Groups interest in the associated companies.
Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred. The accounting policies of associated
companies are changed where necessary to ensure consistency with the accounting
policies adopted by the Group.

48

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.4

Group Accounting (Continued)

(c)

Associated Companies (Continued)


(iii) Disposals
Investments in associated companies are derecognised when the Group loses
significant influence. If the retained equity interest in the former associated company
is a financial asset, the retained equity interest is measured at fair value. The
difference between the carrying amount of the retained interest at the date when
significant influence is lost, and its fair value and any proceeds on partial disposal,
is recognised in profit or loss.
Please refer to Note 2.9 for the Companys accounting policy on investments in
associated company in the separate financial statements of the Company.

2.5

Property, Plant and Equipment

(a) Measurement
(i)

Leasehold land and buildings


Land and buildings are initially recognised at cost. Leasehold land and buildings are
subsequently carried at the revalued amounts less accumulated depreciation and
accumulated impairment losses.
Land and buildings are revalued by independent professional valuers on a regular
basis and whenever their carrying amounts are likely to differ materially from their
revalued amounts. When an asset is revalued, any accumulated depreciation at the
date of revaluation is eliminated against the gross carrying amount of the asset. The
net amount is then restated to the revalued amount of the asset.
Increases in carrying amounts arising from revaluation, including currency translation
differences, are recognised in other comprehensive income, unless they offset
previous decreases in the carrying amounts of the same asset, in which case, they
are recognised in profit or loss. Decreases in carrying amounts that offset previous
increases of the same asset are recognised in other comprehensive income. All other
decreases in carrying amounts are recognised in profit or loss.

(ii)

Other property, plant and equipment


All other items of property, plant and equipment are initially recognised at cost
and subsequently carried at cost less accumulated depreciation and accumulated
impairment losses.

EMS ENERGY LIMITED ANNUAL REPORT 2014

49

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.5

Property, Plant and Equipment (Continued)

(a)

Measurement (Continued)
(iii)

Components of costs
The cost of an item of property, plant and equipment initially recognised includes
its purchase price and any cost that is directly attributable to bringing the asset to
the location and condition necessary for it to be capable of operating in the manner
intended by management. Cost also includes borrowing costs (refer to Note 2.7 on
borrowing costs).

(b) Depreciation
Depreciation on other items of property, plant and equipment is calculated using a straightline method to allocate their depreciable amounts over their estimated useful lives as
follows:
Useful Lives
Leasehold land and buildings

Shorter of 50 years and the lease term

Plant and machinery

10 years

Office equipment

10 years

Motor vehicles

5 years

Furniture and fittings

10 years

The residual values, estimated useful lives and depreciation method of property, plant
and equipment are reviewed and adjusted as appropriate, at each balance sheet date. The
effects of any revision are recognised in profit or loss when the changes arise.

(c)

Subsequent Expenditure
Subsequent expenditure relating to property, plant and equipment that has already been
recognised is added to the carrying amount of the asset only when it is probable that future
economic benefits associated with the item will flow to the entity and the cost of the item
can be measured reliably. All other repair and maintenance expenses are recognised in
profit or loss when incurred.

(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the
disposal proceeds and its carrying amount is recognised in profit or loss within Other
income net. Any amount in revaluation reserve relating to that item is transferred to
retained profits directly.

50

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.6

Intangible Assets

(a)

Goodwill on Acquisitions
Goodwill on acquisitions of subsidiaries and businesses on or after 1 January 2010
represents the excess of (i) the sum of the consideration transferred, the amount of any
non-controlling interest in the acquire and the acquisition-date fair value of any previous
equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired.
Goodwill on acquisition of subsidiaries and businesses prior to 1 January 2010 and on
acquisition of associated companies represents the excess of the cost of the acquisition
over the fair value of the Groups share of the net identifiable assets acquired.
Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost
less accumulated impairment losses.
Goodwill on associated company is included in the carrying amount of the investments.
Goodwill included in the carrying amount of an investment in associated company is tested
for impairment as part of the investment, rather than separately.
Gains and losses on the disposal of subsidiaries and associated companies include the
carrying amount of goodwill relating to the entity sold. Such goodwill was adjusted against
retained profits in the year of acquisition and not recognised in profit or loss on disposal.

2.7

Borrowing costs
Borrowing costs are recognised in profit or loss using the effective interest method except for
those costs that are directly attributable to the construction or development of properties and
assets under construction. This includes those costs on borrowings acquired specifically for the
construction or development of properties and assets under construction, as well as those in
relation to general borrowings used to finance the construction or development of properties and
assets under construction.
The actual borrowing costs incurred during the period up to the issuance of the temporary
occupation permit less any investment income on temporary investment of these borrowings, are
capitalised in the cost of the property under development. Borrowing costs on general borrowings
are capitalised by applying a capitalisation rate to construction or development expenditures that
are financed by general borrowings.

EMS ENERGY LIMITED ANNUAL REPORT 2014

51

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.8

Construction Contracts
A construction contract is a contract specifically negotiated for the construction of an asset or
a combination of assets that are closely interrelated or interdependent in terms of their design,
technology and functions or their ultimate purpose or use.
When the outcome of a construction contract can be estimated reliably, contract revenue and
contract costs are recognised as revenue and expenses respectively by reference to the stage
of completion of the contract activity at the balance sheet date (percentage-of-completion
method). When the outcome of a construction contract cannot be estimated reliably, contract
revenue is recognised to the extent of contract costs incurred that are likely to be recoverable.
When it is probable that total contract costs will exceed total contract revenue, the expected loss
is recognised as an expense immediately.
Contract revenue comprises the initial amount of revenue agreed in the contract and variations in
the contract work and claims that can be measured reliably. A variation or a claim is recognised as
contract revenue when it is probable that the customer will approve the variation or negotiations
have reached an advanced stage such that it is probable that the customer will accept the claim.
The stage of completion is measured by reference to the proportion of contract costs incurred
to date to the estimated total costs for the contract. Costs incurred during the financial year
in connection with future activity on a contract are excluded from the costs incurred to date
when determining the stage of completion of a contract. Such costs are shown as construction
contract work-in-progress on the balance sheet unless it is not probable that such contract costs
are recoverable from the customers, in which case, such costs are recognised as an expense
immediately.
At the balance sheet date, the cumulative costs incurred plus recognised profits (less recognised
losses) on each contract is compared against the progress billings. Where the cumulative costs
incurred plus the recognised profits (less recognised losses) exceed progress billings, the
balance is presented as due from customers on construction contracts within trade and other
receivables. Where progress billings exceed the cumulative costs incurred plus recognised profits
(less recognised losses), the balance is presented as due to customers on construction contracts
within trade and other payables.
Progress billings not yet paid by customers and retentions by customers are included within trade
and other receivables. Advances received are included within trade and other payables.

2.9

Investments in Subsidiaries and Associated Company


Investments in subsidiaries and associated company are carried at cost less accumulated
impairment losses in the Companys balance sheet. On disposal of investments in subsidiaries
and associated companies, the difference between disposal proceeds and the carrying amounts
of the investments are recognised in profit or loss.

52

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.10 Impairment of Non-Financial Assets

(a) Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually
and whenever there is indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the
Groups cash-generating units (CGU) expected to benefit from synergies arising from the
business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill,
exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher
of the CGUs fair value less cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of
goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis
of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a
subsequent period.

(b)

Property, Plant and Equipment


Investments in Subsidiaries and Associated Company
Property, plant and equipment and investments in subsidiaries and associated company
are tested for impairment whenever there is any objective evidence or indication that these
assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair
value less cost to sell and value-in-use) is determined on an individual asset basis unless
the asset does not generate cash flows that are largely independent of those from other
assets. If this is the case, recoverable amount is determined for the CGU to which the asset
belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying
amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and the recoverable amount is recognised as
an impairment loss in profit or loss, unless the asset is carried at revalued amount, in which
case, such impairment loss is treated as a revaluation decrease.

EMS ENERGY LIMITED ANNUAL REPORT 2014

53

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.10 Impairment of Non-Financial Assets (Continued)

(b)

Property, Plant and Equipment


Investments in Subsidiaries and Associated Company (Continued)
An impairment loss for an asset other than goodwill is reversed only if, there has been a
change in the estimates used to determine the assets recoverable amount since the last
impairment loss was recognised. The carrying amount of this asset other than goodwill is
increased to its revised recoverable amount, provided that this amount does not exceed
the carrying amount that would have been determined (net of accumulated amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in profit or
loss, unless the asset is carried at revalued amount, in which case, such reversal is treated
as a revaluation increase. However, to the extent that an impairment loss on the same
revalued asset was previously recognised as an expense, a reversal of that impairment is
also credited to profit or loss.

2.11

Financial Assets

(a) Classification
The Groups and Companys financial assets which are within the scope of FRS 39 are
classified as loans and receivables. The classification depends on the nature of asset and
the purpose for which the assets were acquired. Management determines the classification
of its financial assets at initial recognition.

Loans and receivables


Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are presented as current assets,
except for those expected to be realised later than 12 months after the balance sheet date
which are presented as non-current assets. Loans and receivables are presented as trade
and other receivables (Note 13) and cash and cash equivalents (Note 12) on the balance
sheet.

54

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.11

Financial Assets (Continued)

(b)

Recognition and Derecognition


Regular way purchases and sales of financial assets are recognised on trade date the date
on which the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or have been transferred and the Group has transferred substantially
all risks and rewards of ownership. On disposal of a financial asset, the difference between
the carrying amount and the sale proceeds is recognised in profit or loss. Any amount
previously recognised in other comprehensive income relating to that asset is reclassified
to profit or loss.

(c)

Initial Measurement
Loans and receivables are initially recognised at fair value plus transaction costs and are
subsequently carried at amortised cost using the effective interest method.

(d) Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a
financial asset or a group of financial assets is impaired and recognises an allowance for
impairment when such evidence exists.
Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy and default or significant delay in payments are objective evidence that these
financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance
account which is calculated as the difference between the carrying amount and the present
value of estimated future cash flows, discounted at the original effective interest rate. When
the asset becomes uncollectible, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are recognised against the same line item in
profit or loss.
The impairment allowance is reduced through profit or loss in a subsequent period when
the amount of impairment loss decreases and the related decrease can be objectively
measured. The carrying amount of the asset previously impaired is increased to the extent
that the new carrying amount does not exceed the amortised cost had no impairment been
recognised in prior periods.

EMS ENERGY LIMITED ANNUAL REPORT 2014

55

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.12 Offsetting of Financial Instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when
there is a legally enforceable right to offset and there is an intention to settle on a net basis or
realise the asset and settle the liability simultaneously.
2.13 Financial Guarantees
The Company has issued corporate guarantees to banks for borrowings of its subsidiary. These
guarantees are financial guarantees as they require the Company to reimburse the banks if the
subsidiary fail to make principal interest payments when due in accordance with the terms of their
borrowings.
Financial guarantees are initially recognised at their fair values plus transaction costs in the
Companys balance sheet.
Financial guarantees are subsequently amortised to profit or loss over the period of the subsidiaries
borrowings, unless it is probable that the Company will reimburse the banks for an amount higher
than the unamortised amount. In this case, the financial guarantees shall be carried at the expected
amount payable to the banks in the Companys balance sheet.
Intra-group transactions are eliminated on consolidation.
2.14 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer
settlement for at least 12 months after the balance sheet date, in which case they are presented
as non-current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently
stated at amortised cost. Any difference between the proceeds (net of transaction costs) and
the redemption value is recognised in profit or loss over the period of the borrowings using the
effective interest method.
2.15

Trade and Other Payables


Trade and other payables represent liabilities for goods and services provided to the Group prior
to the end of financial year which are unpaid. They are classified as current liabilities if payment is
due within one year or less (or in the normal operating cycle of the business if longer). Otherwise,
they are presented as non-current liabilities.
Trade and other payables are initially measured at fair value, and subsequently carried at amortised
cost using the effective interest method.

56

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.16 Fair Value Estimation of Financial Assets and Liabilities
The fair values of current financial assets and liabilities carried at amortised cost approximate
their carrying amounts.
2.17 Leases

(a)

When the Group is the lessee:


The Group leases certain plant and machinery under finance leases and land and copier
machine under operating leases from non-related parties.

(i)

Lessee Finance leases


Leases where the Group assumes substantially the risks and rewards incidental to
ownership of leased assets are classified as finance leases.
The leased assets and the corresponding lease liabilities (net of finance charges)
under finance leases are recognised on the balance sheet as property, plant and
equipment and borrowings respectively, at the inception of the leases based on the
lower of the fair values of the leased assets and the present value of the minimum
lease payments.
Each lease payment is apportioned between the finance expense and the reduction of
the outstanding lease liability. The finance expense is recognised in profit or loss on
a basis that reflects a constant periodic rate of interest on the finance lease liability.

(ii)

Lessee Operating leases


Leases where substantially all risks and rewards incidental to ownership are retained
by the lessors are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessors) are recognised in profit or
loss on a straight-line basis over the period of the lease.
Contingent rents are recognised as an expense in profit or loss when incurred.

EMS ENERGY LIMITED ANNUAL REPORT 2014

57

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.17

Leases (Continued)

(b)

When the Group is the lessor:


The Group leases office premises under operating leases.

Lessor Operating leases


Leases where the Group retains substantially all risks and rewards incidental to ownership
are classified as operating leases. Rental income from operating leases (net of any
incentives given to the lessees) is recognised in profit or loss on a straight-line basis over
the lease term.
Contingent rents are recognised as an income in profit or loss when earned.
2.18 Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined using firstin, first-out method. The cost of finished goods and work-in-progress comprises raw materials,
direct labour, other direct costs and related production overheads (based on normal operating
capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the
ordinary course of business, less the estimated costs of completion and applicable variable selling
expenses.
2.19 Income Taxes
Current income tax for current and prior periods is recognised at the amount expected to be paid
to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted
or substantially enacted by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements except when the
deferred income tax arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and affects neither accounting nor taxable profit
or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in
subsidiaries and associated companies, except where the Group is able to control the timing of
the reversal of the temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.

58

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.19 Income Taxes (Continued)
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit
will be available against which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
(i)

at the tax rates that are expected to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled, based on tax rates and tax laws that
have been enacted or substantively enacted by the balance sheet date; and

(ii)

based on the tax consequence that will follow from the manner in which the Group expects,
at the balance sheet date, to recover or settle the carrying amounts of its assets and
liabilities.

Current and deferred income taxes are recognised as income or expenses in profit or loss, except
to the extent that the tax arises from a business combination or a transaction which is recognised
directly in equity. Deferred tax arising from a business combination is adjusted against goodwill
on acquisition.
2.20 Provisions
Provisions for warranty, legal claims and other costs are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is more likely than not that an outflow
of resources will be required to settle the obligation and the amount has been reliably estimated.
The Group recognises the estimated liability to repair or replace products still under warranty at
the balance sheet date. This provision is calculated based on past historical experience of the
level of repairs and replacements.
Other provisions are measured at the present value of the expenditure expected to be required to
settle the obligation using a pre-tax discount rate that reflects the current market assessment of
the time value of money and the risks specific to the obligation. The increase in the provision due
to the passage of time is recognised in profit or loss as finance expense.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in
profit or loss when the changes arise.

EMS ENERGY LIMITED ANNUAL REPORT 2014

59

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.21 Employee Compensation
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as
an asset.

(a)

Defined Contribution Plans


Defined contribution plans are post-employment benefit plans under which the Group
pays fixed contributions into separate entities such as the Central Provident Fund on a
mandatory, contractual or voluntary basis. The Group has no further payment obligations
once the contributions have been paid.

(b)

Short-term Compensated Absences


Employee entitlements to annual leave are recognised when they accrue to employees. A
provision is made for the estimated liability for annual leave as a result of services rendered
by employees up to the balance sheet date.

(c)

Share-based Compensation
The Group operates an equity-settled, share-based compensation plan. The value of the
employee services received in exchange for the grant of options is recognised as an expense
with a corresponding increase in the share option reserve over the vesting period. The
total amount to be recognised over the vesting period is determined by reference to the
fair value of the options granted on the date of the grant. Non-market vesting conditions
are included in the estimation of the number of shares under options that are expected to
become exercisable on the vesting date. At each balance sheet date, the Group revises its
estimates of the number of shares under options that are expected to become exercisable
on the vesting date and recognises the impact of the revision of the estimates in profit
or loss, with a corresponding adjustment to the share option reserve over the remaining
vesting period.
When the options are exercised, the proceeds received (net of transaction costs) and the
related balance previously recognised in the share option reserve are credited to share
capital account, when new ordinary shares are issued, or to the treasury shares account,
when treasury shares are re-issued to the employees.

60

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.22 Currency Translation

(a)

Functional and Presentation Currency


Items included in the financial statements of each entity in the Group are measured using
the currency of the primary economic environment in which the entity operates (functional
currency). The financial statements are presented in Singapore Dollar (SGD), which is
the functional currency of the Company.

(b)

Transactions and Balances


Transactions in a currency other than the functional currency (foreign currency) are
translated into the functional currency using the exchange rates at the dates of the
transactions. Currency exchange differences resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in
foreign currencies at the closing rates at the balance sheet date are recognised in profit
or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the income
statement within finance cost. All other foreign exchange gains and losses impacting profit
or loss are presented in the income statement within other gains and losses.
Non-monetary items measured at fair values in foreign currencies are translated using the
exchange rates at the date when the fair values are determined.

(c)

Translation of Group Entities Financial Statements


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 presentation
currency are translated into the presentation currency as follows:
(i)

assets and liabilities are translated at the closing exchange rates at the reporting
date;

(ii)

income and expenses are translated at average exchange rates (unless the 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 using the
exchange rates at the dates of the transactions); and

(iii)

all resulting currency transaction differences are recognised in other comprehensive


income in the foreign currency and accumulated translation reserve. These currency
translation differences are reclassified to profit or loss on disposal or partial disposal
of the entity giving rise to such reserve.

EMS ENERGY LIMITED ANNUAL REPORT 2014

61

Notes to the Financial Statements


for the financial year ended 31 December 2014

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


2.23 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to
the executive committee whose members are responsible for allocating resources and assessing
performance of the operating segments.
2.24 Cash and Cash Equivalents
For the purpose of the presentation in the consolidated statement of cash flows, cash and cash
equivalents include cash and bank balances, unencumbered fixed deposits at call that are readily
convertible to known amounts of cash and subject to insignificant risk of changes in value, net of
outstanding bank overdrafts. Bank overdrafts are presented as current borrowings on the balance
sheet.
2.25 Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of
new ordinary shares are deducted against the share capital account.
2.26 Dividends to Companys Shareholders
Dividends to Companys shareholders are recognised when the dividends are approved for
payment.
2.27 Non-Current Assets (or Disposal Groups) Held-For-Sale and Discontinued Operations
Non-current assets (or disposal groups) are classified as assets held-for-sale and carried at the
lower of carrying amount and fair value less costs to sell if their carrying amount is recovered
principally through a sale transaction rather than through continuing use. The assets are not
depreciated or amortised while they are classified as held for sale. Any impairment loss on initial
classification and subsequent measurement is recognised as an expense. Any subsequent increase
in fair value less costs to sell (not exceeding the accumulated impairment loss that has been
previously recognised) is recognised in profit or loss.
A discontinued operation is a component of an entity that either has been disposed of, or that is
classified as held for sale and:
(i)
(ii)

represents a separate major line of business or geographical area of operations; or


is part of a single coordinated plan to dispose of a separate major line of business or
geographical area of operations; or

(iii)

62

is a subsidiary acquired exclusively with a view to resale.

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS


Estimates, assumptions and judgements are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
3.1

Estimated Impairment of Non-Financial Assets


Goodwill is tested for impairment annually and whenever there is indication that the goodwill may
be impaired. Intangible assets, property, plant and equipment and investments in subsidiaries
and associated company are tested for impairment whenever there is any objective evidence or
indication that these assets may be impaired.
The recoverable amounts of cash-generating units (CGU) have been determined based on
value-in-use calculations. These calculations require the use of estimates. The carrying amount
of goodwill as at balance sheet date are disclosed in Note 19.
If the managements estimated rate used in the value-in-use calculation for this CGU has been
lowered by 1%, or the estimated pre-tax discount rate applied to the discounted cash flows for
this CGU has been lowered by 1%, the value-in-use calculation at 31 December 2014 would have
increased by $203,227 and $14,424,000 respectively. This decrease in the value-in-use would have
no impact to the carrying amount of goodwill amounting to $9,248,000.
No impairment losses were recognised in respect of intangible assets and investments in
subsidiaries and associated companies for the financial years ended 31 December 2013 and 2014.

3.2

Deferred Income Tax Assets


Deferred tax assets are recognised for tax losses and capital allowances carried forward to the
extent that realisation of the related tax benefits through future taxable profits are probable.
Significant management judgement is required to determine the amount of deferred tax assets
that can be recognised, based upon the likely timing and level of future taxable profits together
with future tax planning strategies. The carrying amount of income tax is disclosed in Note 9. There
is no provision for deferred income tax for the financial years ended 31 December 2014 and 2013.
The Group has tax losses and capital allowances carried forward amounting $8,855,000 (2013:
$10,609,000) and $1,094,000 (2013: $866,000) respectively at the balance sheet date. These
losses and capital allowances relate to subsidiaries that have a history of losses and may not be
used to offset taxable income elsewhere in the Group. The subsidiaries have neither temporary
taxable differences nor any tax planning opportunities available that could support the recognition
of any of these losses and capital allowances as deferred tax assets. If the Group was able to
recognise all unrecognised deferred tax assets, profit would increase by $1,691,000 (2013:
$1,951,000).

EMS ENERGY LIMITED ANNUAL REPORT 2014

63

Notes to the Financial Statements


for the financial year ended 31 December 2014

CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS


(CONTINUED)
3.3

Construction Contracts
The Group uses the percentage-of-completion method to account for its contract revenue. The
stage of completion is measured by reference to the contract costs incurred to date compared to
the estimated total costs for the contract or surveys of work done, as applicable.
Significant assumptions are required to estimate the total contract costs and the recoverable
variation works that will affect the stage of completion and the contract revenue respectively. In
making these estimates, management has relied on past experience and the work of specialists.
Revenue from construction contracts is disclosed in Note 15.
If the revenue on uncompleted contracts at the balance sheet date had been higher/lower by 10%
from managements estimates, the Groups revenue would have been higher/lower by $7,942,000
and $12,931,000 (2013: $5,760,000 and $2,056,000) respectively.
If the contract costs of uncompleted contracts to be incurred had been higher/lower by 10% from
managements estimates, the Groups profit would have been lower/higher by $1,277,000 and
$3,568,000 (2013: $877,000 and $655,000) respectively.

3.4

Useful Lives of Property, Plant and Equipment


The cost of property, plant and equipment are depreciated on a straight-line basis over their
estimated useful lives which management estimates the useful lives of these assets to be within
5 to 15 years.
The Group reviews the useful lives of property, plant and equipment at each reporting date in
accordance with the accounting policies in Note 2.5. The estimation of the useful lives involves
significant judgements. The carrying amounts of the Groups property, plant and equipment as at
31 December 2014 were $10,089,000 (2013: $4,750,000).
If the actual useful lives of these property, plant and equipment differ by 1 year (2013:1 year) from
management estimates, the carrying amount of the property, plant and equipment will be increased
by $42,000 (2013: $31,000) or decreased by $35,000 (2013: $36,000) and correspondingly to
profit or loss.

64

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS


(CONTINUED)
3.5

Impairment of Loans and Receivables


Management reviews its loans and receivables for objective evidence of impairment at least
quarterly. Significant financial difficulties of the debtor, the probability that the debtor will enter
bankruptcy, and default or significant delay in payments are considered objective evidence that a
receivable is impaired. In determining this, management makes judgement as to whether there is
observable data indicating that there has been a significant change in the payment ability of the
debtor, or whether there have been significant changes with adverse effect in the technological,
market, economic or legal environment in which the debtor operates in.
Where there is objective evidence of impairment, management has makes judgements as to
whether an impairment loss should be recorded as an expense. In determining this, management
uses estimates based on historical loss experience for assets with similar credit risk characteristics.
The methodology and assumptions used for estimating both the amount and timing of future cash
flows are reviewed regularly to reduce any differences between the estimated loss and actual loss
experience. Details of trade and other receivables and allowance for impairment are disclosed in
Note 13.
If the net present values of estimated cash flows had been higher/lower by 10% from managements
estimates for all past due loans and receivables, the allowance for impairment of the Group and
the Company would have been lower/higher by $2,652,000 (2013: $208,000).

4 REVENUE
Group

Construction contracts
Sale of goods

2014

2013

$000

$000

47,748

19,918

1,059

1,197

48,807

21,115

EMS ENERGY LIMITED ANNUAL REPORT 2014

65

Notes to the Financial Statements


for the financial year ended 31 December 2014

OTHER INCOME NET


Group
2013
$000

Bad debts recovered

517

Bad debts written off

(26)

Gain on disposal of subsidiaries (Note 12)


Government grants
Interest income from fixed deposit
Interest income from late payment charges
Rental income
Foreign exchange gain/(loss)
Others

2014
$000

7,088

80

31

374

13

40

672

(75)

80

222

1,226

7,801

FINANCE EXPENSES
Group
2014

2013

$000

$000

Interest expense
Term loan

66

95

59

Bank overdraft

39

55

Bills payable

151

167

285

281

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

EXPENSES BY NATURE
Group

Purchases of material and equipment


Allowance for impairment of trade receivables [(Note 28(b)(ii)]
Bank charges
Depreciation of property, plant and equipment (Note 16)
Directors fee

2014

2013

$000

$000

33,191

11,196

517

80

62

378

356

131

135

Employee compensation (Note 8)

7,128

7,003

Facilities of office and factory

2,144

1,618

Current year

56

55

(Over)/under-provision in prior year

(13)

11

23

22

15

11

86

481

193

130

Fees on audit services paid/payable to:


Auditor of the Company

Other auditors*
Fees on non-audit services paid/payable to:
Auditor of the Company
Freight/transport charges
Insurance
Marketing/consultancy fee

28

94

Office rental on operating leases

416

69

Professional fees

122

78

Repair and maintenance

171

149

Sub-contractor charges

4,662

2,830

Testing and commissioning

507

275

Travelling

264

299

17

440

458

50,039

25,849

Upkeep of motor vehicles


Others
Total cost of sales and administrative expenses
*

Includes the network member firms of Nexia International.

EMS ENERGY LIMITED ANNUAL REPORT 2014

67

Notes to the Financial Statements


for the financial year ended 31 December 2014

EMPLOYEE COMPENSATION
Group

Wages and salaries

2013
$000

6,261

6,380

Employers contributions to defined contribution plans

590

435

Other short-term benefits and allowances

222

188

55

7,128

7,003

Share option expenses (Note 24(b)(iii))

2014
$000

INCOME TAX EXPENSE


Group
2014

2013

$000

$000

Tax expense attributable to loss is made up of:


Profit/(loss) from current financial year

From continuing operations


Current income tax

149

149

continuing operations

discontinued operations (Note 10)

149

149

From discontinued operations


Current income tax

Tax expense is attributable to:

68

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

INCOME TAX EXPENSE (CONTINUED)


The income tax expense on profit differs from the amount that would arise using the Singapore standard
rate of income tax as explained below:
Group
2014

2013

$000

$000

Profit before tax from


continuing operations
discontinued operations (Note 10)

Share of results of associated company, net of tax

3,616

887

825

4,503

(1,116)

(Loss)/Profit before tax and share of profit of associated company


Tax calculated at tax rate of 17% (2013: 17%)

825

(830)

(291)

3,673

(49)

625

Effects of:
different tax rates in other countries

12

expenses not deductible for tax purposes

449

income not subject to tax

(114)

deferred tax assets not recognised


utilisation of previously unrecognised tax losses

12
427
(1,292)

(298)

377

149

The deferred tax assets not recognised relate to unutilised tax losses which can be carried forward and
used to offset against future taxable income subject to meeting certain requirements. These tax losses
have no expiry date.

EMS ENERGY LIMITED ANNUAL REPORT 2014

69

Notes to the Financial Statements


for the financial year ended 31 December 2014

10

DISCONTINUED OPERATIONS AND DISPOSAL GROUP CLASSIFIED AS HELD-FORSALE


On 25 February 2013, the Group sold 40% out of its 60% interest in Oilfield Services & Supplies Pte Ltd
(OSS) (comprising the Groups entire oilfield services and supplies business segment).
(a)

The results of the discontinued operations and the re-measurement of the disposal group are as
follows:
2013
$000
Group
Revenue

3,507

Cost of sales

(1,977)

Gross profit

1,530

Other income
Expenses

127
(741)

Finance expense

(46)

Share of results of associated companies

17

Profit from discontinued operations

887

Income tax expense (Note 9)

(149)

Net profit from discontinued operations

738

Profit attributable to equity holders of the Company relates to:


Profit from continuing operations

3,616

Profit from discontinued operations


Total
(b)

443
4,059

The impact of the discontinued operations on the cash flows of the Group is as follows:
2013
$000
Group
Operating cash outflows

(1,647)

Investing cash outflows

(1,935)

Financing cash outflows

(465)

Total cash outflows

70

EMS ENERGY LIMITED ANNUAL REPORT 2014

(4,047)

Notes to the Financial Statements


for the financial year ended 31 December 2014

11

EARNINGS PER SHARE


Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the financial year.
For the purpose of calculating diluted earnings per share, profit attributable to equity holders of the
Company and the weighted average number of ordinary shares outstanding are adjusted for the effects
of all dilutive potential ordinary shares.
Group
2014

2013

Continuing operations
Net profit/(loss) attributable to equity holders of
the Company ($000)

825

3,321

1,073,236,829

829,926,2751

Basic earnings (cents per share)

0.08

0.40

Diluted earnings (cents per share)

0.08

0.403

738

1,073,236,829

829,926,2751

Basic earnings (cents per share)

0.09

Diluted earnings (cents per share)

0.093

Weighted average number of ordinary shares in issue

Discontinued operations
Net profit attributable to equity holders of the Company ($000)
Weighted average number of ordinary shares in issue

1.
2.

3.

The weighted average numbers of ordinary shares outstanding for the financial year ended 31 December 2013 has been adjusted
retrospectively for the effects of the Companys renounceable non-underwritten Rights Issue completed in October 2014.
As earnings (on per ordinary share basis) attributable to the potential ordinary shares are higher than that attributable to
ordinary shares, the dilutive potential shares from the employee share option scheme to be issued are anti-dilutive and no
change is made to the diluted profit per share.
The basic and diluted earnings per ordinary share for the financial year ended 31 December 2013 were the same as there were
no potentially dilutive ordinary shares. The employee share option scheme was granted in 2014.

EMS ENERGY LIMITED ANNUAL REPORT 2014

71

Notes to the Financial Statements


for the financial year ended 31 December 2014

12

CASH AND CASH EQUIVALENTS


Group

Cash at bank and on hand


Short-term bank deposits

Company

2014

2013

2014

2013

$000

$000

$000

$000

3,084

1,254

63

52

649

2,203

3,733

3,457

63

52

For the purpose of presenting the consolidated statement of cash flows, the consolidated cash and cash
equivalents comprise the following:
Group
2014

2013

$000

$000

Continuing operations:
Cash and bank balances (as above)

3,733

3,457

Less: Bank overdraft (Note 21)

(652)

(849)

Less: Bank deposits pledged

(647)

(2,172)

Cash and cash equivalents per consolidated statement of


cash flows

2,434

436

Short-term bank deposits of approximately $647,000 (2013: $2,172,000) are pledged as security for
overdraft, short-term loans and bank guarantee purposes.
Disposal of subsidiaries
On 25 February 2013, the Company disposed of 40% share in Oilfield Service and Supplies Pte Ltd. for
a cash consideration of $8,500,000. The effects of the disposal on the cash flows of the Group were:
2013
$000
Group
Carrying amounts of assets and liabilities disposed of:
Cash and cash equivalents

2,564

Trade and other receivables

6,417

Inventories and work-in-progress


Property, plant and equipment
Other investments
Total assets

72

EMS ENERGY LIMITED ANNUAL REPORT 2014

1,986
10,230
1,237
22,434

Notes to the Financial Statements


for the financial year ended 31 December 2014

12

CASH AND CASH EQUIVALENTS (CONTINUED)


2013
$000
Trade and other payables

2,233

Borrowings

8,896

Current income tax liabilities

927

Deferred income tax liabilities

458

Total liabilities

12,514

Net assets derecognised

9,920

Less: Fair value of investment in associated company recognised (Note 18)

(4,398)

Less: Non-controlling interests

(4,073)

Net assets disposed of

1,449

The aggregate cash inflows arising from the disposal of Oilfield Services and Supplies Pte Ltd were:
2013
$000
Group
Net assets disposed of (as above)

1,449

Reclassification of currency translation reserve

(37)
1,412

Gain on disposal (Note 5)

7,088

Cash proceeds from disposal

8,500

Less: Cash and cash equivalents in subsidiaries disposed off


Net cash inflow on disposal

(2,564)
5,936

EMS ENERGY LIMITED ANNUAL REPORT 2014

73

Notes to the Financial Statements


for the financial year ended 31 December 2014

13

TRADE AND OTHER RECEIVABLES


Group

Company

2014

2013

2014

2013

$000

$000

$000

$000

2,332

1,371

Trade receivables
Non-related parties
Related parties

24,281

1,706

Trade receivables net

26,613

3,077

18,329

11,790

(1,468)

(1,468)

16,861

10,322

21,090

8,985

Construction contracts
Due from customers
Less: Allowance for impairment of amount
due from customers [Note 28(b)(ii)]
Due from customers net (Note 15)
Non-trade receivables from subsidiaries
Deposits
Prepayments
Other receivables

66

22

43

1,505

393

14

393

349

45,438

14,163

21,136

9,000

Trade receivables credit terms are generally range from 30 to 90 days terms.
The trade receivables due from related parties are unsecured, bear interest at 5% (2013: Nil%) and
repayable on demand.
The non-trade receivables due from subsidiaries are unsecured, interest-free and repayable on demand.
Related parties are entities controlled or significantly influenced by the Groups key management
personnel and their close family members.

14 INVENTORIES
Group

Raw materials

2014

2013

$000

$000

102

76

The cost of inventories recognised as an expense in cost of sales amounts to S$33,165,000 (2013:
S$11,195,000).

74

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

15

CONSTRUCTION CONTRACTS
Group
2014

2013

$000

$000

80,886

42,406

(64,336)

(33,224)

Construction contract work-in-progress comprises:


Aggregate contract costs recognised and profits recognised
(less recognised losses) to date
Less: Progress billings

16,550

9,182

16,861

10,322

Presented on the balance sheet as:


Due from customers on construction contracts (Note 13)
Due to customers on construction contracts (Note 20)

(311)

(1,140)

16,550

16

9,182

PROPERTY, PLANT AND EQUIPMENT


Leasehold
land and

Assets
Plant and

Office

Motor

Furniture

under

buildings machinery equipment vehicles and fittings construction


$000

$000

$000

$000

$000

$000

Total
$000

Group
2014

Cost
Beginning of financial year

4,362

753

834

29

294

6,272

Additions

103

111

3,386

3,600

Transfer from project

2,131

2,131

Written-off

(16)

4,362

856

945

29

278

5,517

11,987

462

496

417

29

118

1,522

(Note 7)

231

51

69

27

378

Written off

(2)

693

547

486

29

143

1,898

3,669

309

459

135

5,517

10,089

End of financial year

(16)

Accumulated Depreciation
Beginning of financial year
Depreciation charge

End of financial year

(2)

Net book value


End of financial year

EMS ENERGY LIMITED ANNUAL REPORT 2014

75

Notes to the Financial Statements


for the financial year ended 31 December 2014

16

PROPERTY, PLANT AND EQUIPMENT (CONTINUED)


Leasehold
land and

Assets
Plant and

Office

Motor

Furniture

under

buildings machinery equipment vehicles and fittings construction


$000

Total

$000

$000

$000

$000

$000

$000

4,362

699

727

29

210

6,027

54

107

84

245

4,362

753

834

29

294

6,272

231

457

355

29

94

1,166

231

39

62

24

356

462

496

417

29

118

1,522

3,900

257

417

176

4,750

Group
2013

Cost
Beginning of financial year
Additions
End of financial year

Accumulated Depreciation
Beginning of financial year
Depreciation charge
(Note 7)
End of financial year
Net book value
End of financial year

Leasehold land and buildings of the Group with carrying amounts of $3,669,000 (2013: $3,900,000) are
pledged to financial institutions for banking facilities (Note 21).

76

Office

Assets under

equipment

construction

Total

$000

$000

$000

Company
2014
Cost
Beginning of financial year
Additions

150
2

1,906

150
1,908

End of financial year

152

1,906

2,058

Accumulated Depreciation
Beginning of financial year
Depreciation charge

148
1

148
1

End of financial year

149

149

Net book value


End of financial year

1,906

1,909

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

16

PROPERTY, PLANT AND EQUIPMENT (CONTINUED)


Office

Assets under

equipment

construction

Total

$000

$000

$000

150

150

2013

Cost
Beginning and end of financial year

Accumulated Depreciation
Beginning of financial year

145

145

Depreciation charge

End of financial year

148

148

Net book value


End of financial year

17

INVESTMENTS IN SUBSIDIARIES
Company
2014

2013

$000

$000

15,711

15,711

(6,460)

(6,460)

9,251

9,251

Equity investments, at cost


Beginning and end of financial year

Accumulated impairment
Beginning and end of financial year
Net book value

EMS ENERGY LIMITED ANNUAL REPORT 2014

77

Notes to the Financial Statements


for the financial year ended 31 December 2014

17

INVESTMENTS IN SUBSIDIARIES (CONTINUED)


Details of the subsidiaries are as follows:

Name of Companies

Principal Activities

Held by the Company


EMS Offshore Pte Ltd(a)

Investment holding

Singapore

100

100

100

100

EMS Oil & Gas Ltd(b)

Dormant

Malaysia

100

100

100

100

Singapore

100

100

100

100

EMS Energy Services Sdn Bhd(c) Dormant

Malaysia

100

100

DSX Systems Pte Ltd(d)

Singapore

100

Held by EMS Offshore Pte Ltd


EMS Energy Solutions Pte Ltd(a) Design, manufacture
and installation of
engineering solution for
oil & gas and offshore
marine industries

(a)
(b)
(c)
(d)

18

Portion of
Proportion of
Ordinary
ordinary shares shares directly
directly held
held by the
Country of
by parent
Group
business/
2014
2013
2014
2013
incorporation
%
%
%
%

Dormant

Audited by Nexia TS Public Accounting Corporation, Singapore, a member firm of Nexia International.
Audited by Nexia TS Public Accounting Corporation, Singapore, a member firm of Nexia International, for consolidation purposes
only.
Audited by C S Tan & Associates, Chartered Accountants, Malaysia.
Subsidiary is considered as not significant to the Group. There is no disclosure on other auditors information.

INVESTMENT IN ASSOCIATED COMPANY


Group

Beginning of financial year


Acquired during the financial year
Share of results
Translation reserves [Note 24(b)(i)]
Share of revaluation surplus [Note 24(b)(ii)]
Dividend received from associated companies
End of financial year
*

78

Amount is less than $1,000.

EMS ENERGY LIMITED ANNUAL REPORT 2014

2014

2013

$000

$000

6,623

4,398

1,116

830

15

415

1,380

(160)
7,994

6,623

Notes to the Financial Statements


for the financial year ended 31 December 2014

18

INVESTMENT IN ASSOCIATED COMPANY (CONTINUED)


Set out below the associated company of the Group as at 31 December 2014, which, in the opinion of the
directors, is material to the Group. The associated company as listed below has share capital consisting
solely of ordinary shares, which are held directly by the Group; the country of incorporation is also its
principal place of business.

Name of Company

Place of business/
country of incorporation

Oilfield Services & Supplies Pte Ltd(a)


(a)

Singapore

% of ownership interest
2014
2013
%
%
20

20

Audited by Nexia TS Public Accounting Corporation, Singapore, a member firm of Nexia International.

The principal activities of Oilfield Services & Supplies Pte Ltd are manufacturing, repair and rework of
oilfield machinery and equipment.
There are no contingent liabilities relating to the Groups interest in the associated company.
Summarised financial information for associated company
Set out below are the summarised financial information for Oilfield Services & Supplies Pte Ltd, not
adjusted for proportion of ownership interest held by the Group, is as follows:
Summarised balance sheet
2014
$000

2013
$000

17,190

13,802

Includes:
Cash and cash equivalents

5,153

4,090

Current liabilities

8,190

7,983

Includes:
Financial liabilities (excluding trade payables)

5,623

5,208

24,601

21,984

Non-current liabilities

6,137

7,214

Includes:
Financial liabilities
Other liabilities

3,841
2,296

5,317
1,897

27,464

20,589

Current assets

Non-current assets

Net assets

EMS ENERGY LIMITED ANNUAL REPORT 2014

79

Notes to the Financial Statements


for the financial year ended 31 December 2014

18

INVESTMENT IN ASSOCIATED COMPANY (CONTINUED)


Summarised statement of comprehensive income

Revenue
Interest income
Expenses
Includes:
Depreciation
Interest expense

2014
$000

2013
$000

26,248
16

23,916
13

(2,732)
(182)

(2,611)
(373)

6,955

5,505

(1,396)

(1,074)

Post-tax profit for the year

5,559

4,431

Other comprehensive income

2,076

7,036

Total comprehensive income

7,635

11,467

160

Profit for the year


Income tax expense

Dividends received from associated company

The summarised financial information in respect of Oilfield Services & Supplies Pte Ltd, based on its FRS
financial statements and a reconciliation with the carrying amount of the investment in the consolidated
financial statements are as follows:
2014
$000
Net assets
At 1 January
Profit for the year
Other comprehensive income
Dividend paid relating to 2013

20,652
5,579
2,076
(800)

8,786
4,862
7,004

At 31 December

27,507

20,652

20%

20%

Interest in associated company


Goodwill

5,501
2,493

4,130
2,493

Carrying value of Groups interest in associated company

7,994

6,623

Proportion of the Groups ownership

80

2013
$000

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

19

INTANGIBLE ASSETS
Goodwill arising on consolidation
Group
2014

2013

$000

$000

14,247

14,247

Beginning and end of the financial year

4,999

4,999

Net book value

9,248

9,248

Cost
Beginning and end of financial year

Accumulated impairment

Impairment tests for goodwill


Goodwill is allocated to each of the Groups cash-generating units (CGUs) expected to benefit from
synergies of the business combination.
A summary of the goodwill allocation is analysed as follows:
2014

2013

$000

$000

Cash-Generating Units
EMS Energy Solutions

9,248

9,248

The recoverable amounts of the above balances are determined based on value-in-use calculations. Cash
flows projection used in these calculations were based on financial budgets for year 2015 approved by
the management. Cash flow beyond the three-year period were extrapolated using the estimated growth
rates stated below. These rates were determined based on past performance, sales order book on hand
and expected market conditions.
2014

2013

Gross margin1

16%

16%

Growth rate2

15%

10%

14.5%

14.6%

Discount rate3
1
2
3

Budgeted gross margin


Weighted average growth rate used to extrapolate cash flows beyond the budgeted period
Pre-tax discount rate applied to the pre-tax cash flows projections

EMS ENERGY LIMITED ANNUAL REPORT 2014

81

Notes to the Financial Statements


for the financial year ended 31 December 2014

20 TRADE AND OTHER PAYABLES


Group

Company

2014

2013

2014

2013

$000

$000

$000

$000

3,060

3,518

Trade payables
Non-related parties
Related parties
Accruals for purchases of material
and equipment

27,207

3,430

30,268

6,949

311

1,140

Construction contracts
Due to customers (Note 15)
Other payables

3,106

235

1,126

47

Accruals for operating expenses

466

1,014

126

390

Amounts due to related parties (non-trade)

596

398

13

34,747

9,736

1,260

450

Trade and non-trade payables due to related parties are unsecured, interest-free and are repayable on
demand.

21 BORROWINGS
Group
2014

2013

$000

$000

Current
Bank overdrafts (Note 12)

652

849

Term loan 1

194

185

Term loan 2

1,800

1,800

1,111

2,763

3,757

5,597

36

215

3,793

5,812

Bills payables

Non-current
Term loan 1
Total borrowings

82

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

21

BORROWINGS (CONTINUED)
The exposure of the borrowings of the Group to interest rate changes and the contractual re-pricing dates
at the balance sheet dates are as follows:
Group
2014
$000
6 months or less
6 12 months
1 5 years

2013
$000

3,659
98
36

5,503
94
215

3,793

5,812

(i)

The effective interest rates during the financial year on term loan 1 is 4.89% (2013: 4.0%) per
annum.

(ii)

The effective interest rates during the financial year on term loan 2 is 1.95% (2013: 1.95%) per
annum.

(iii)

The effective interest rates on bank overdrafts and bills payables ranges from 4.3% to 4.6% (2013:
5.2% to 6.5%) per annum.

(iv)

Term loan 1 is secured by mortgage over certain property, plant and equipment of the Group with
net book value amounting to approximately $3,669,000 (2013: $3,900,000) and financial guarantee
of the Company.

(v)

Term loan 2 is secured by the joint and several guarantee of the directors and financial guarantee
of the Company.

(vi)

Bank overdrafts are secured by the short-term deposits, joint and several guarantee of the directors
and financial guarantee of the Company.

Fair value of non-current borrowings


Group
Discount rate
2014
2013
%
%
Term loan

6.03

5.74

Fair value
2014
2013
$000
$000
202

367

The fair values of non-current portion of borrowings are determined from the discounted cash flows
analysis, using a discounted rate based on the borrowing rate from the financial institution at the balance
sheet date.
As at 31 December 2014, the Group has not drawn borrowing facilities amounting to S$1,400,000 (2013:
S$8,600,000).

EMS ENERGY LIMITED ANNUAL REPORT 2014

83

Notes to the Financial Statements


for the financial year ended 31 December 2014

22 PROVISION FOR WARRANTY


Group

Provision for warranty

2014

2013

$000

$000

464

1,056

1,056

535

Movement in provision for warranty are as follows:


Beginning of the financial year
Warranty utilised during the financial year

(124)

(Reversal)/Provision made during the financial year

(468)

521

End of financial year

464

1,056

The Group gives warranties on certain projects and undertakes to repair those that fail to perform
satisfactorily. A provision is recognised at the balance sheet date for expected warranty claims based on
past experience of the level of repairs.

23 SHARE CAPITAL
Number of
ordinary shares

Amount

000

$000

Group and Company


2014
Beginning of financial year

740,355

32,458

Issuance of shares

740,355

14,807

Share issue expenses


End of financial year

(215)

1,480,710

47,050

Beginning of financial year

600,355

26,844

Issuance of shares

140,000

5,880

2013

Share issue expenses


End of financial year

740,355

(266)
32,458

All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company.
All ordinary shares carry one vote per share without restrictions.

84

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

23 SHARE CAPITAL (CONTINUED)


On 3 October 2014, the Company issued 740,354,802 new ordinary shares (Rights Shares) pursuant to
a renounceable non-underwritten rights issue at an issue price of S$0.02 for each Rights Share, on the
basis of one Rights Share for every one existing ordinary share in the Company (Rights Issue) raising
approximately $14,807,000 in gross proceeds. The Rights Issue was approved by shareholders at the
extraordinary general meeting of the Company held on 1 September 2014. The Rights Shares were listed
and quoted on the Catalist of the SGX-ST on 7 October 2014. Funds raised will provide flexibility for the
expansion of the Groups operations and the building of new waterfront facility in Tuas.
Save as disclosed, there were no other shares issued during the financial year ended 31 December 2014.
In 2013, the Company had in March 2013 issued 60,000,000 and in August 2013 issued 80,000,000
ordinary shares for a consideration of $2,520,000 and $3,360,000 respectively for cash to provide funds
for the expansion of the Groups operations.
The newly issued shares rank pari passu in all respects with the previously issued shares.
(a)

Share Options
During the financial year, share options were granted to the Companys directors and employees in
accordance to the provisions stipulated in the EMS Energy Employee Share Option Scheme (the
Scheme) approved by the shareholders of the Company at the Extraordinary General Meeting
held on 22 August 2009.
The exercise price of the options is determined at the average of the closing prices of the
Companys ordinary shares as quoted on the Catalist of the Singapore Exchange for five market
days immediately preceding the date of the grant. The vesting of the options is determined annually
at the end of the relevant financial year based on the condition that the Companys directors and
employees have completed a full year of term/service with the Group.
Once they have vested, the options are exercisable over a period of five (5) years for the
independent directors and ten (10) years for the executive director and employees. The options
may be exercised in full or in part in respect of one thousand (1,000) shares or a multiple thereof,
on the payment of the exercise price. The persons to whom the options have been issued have no
right to participate by virtue of the options in any share issue of the company. The Group has no
legal or constructive obligation to repurchase or settle the options in cash.

EMS ENERGY LIMITED ANNUAL REPORT 2014

85

Notes to the Financial Statements


for the financial year ended 31 December 2014

23 SHARE CAPITAL (CONTINUED)


(a)

Share Options (Continued)


During the financial year, the following options have been granted pursuant to the Scheme:
(i)

On 24 February 2014, a total of 2,250,000 options to the Independent Directors of the


Company as set out below:
Independent Directors
Mr. Lim Siong Sheng
Mr. Lim Poh Boon
Mr. Ung Gim Sei

Number of Share Options Granted


750,000
750,000
750,000

These options, which are exercisable from 24 February 2015 to 23 February 2019, were
granted at an exercise price of $0.069 at the date of the grant and subsequently revised to
$0.027 on 1 December 2014 as disclosed in (iv) below.
As at 31 December 2014, the total 2,250,000 options granted to the Independent Directors
still remained outstanding and exercisable into 2,250,000 ordinary shares. The estimated
fair value of these options granted as at end of the financial year was approximately $0.005
per option calculated using the Binomial Option Pricing Model.
(ii)

On 24 February 2014, a total of 15,000,000 options at an exercise price of $0.069 per option
at the date of grant to employees who are not Directors, controlling shareholders or their
associates. On 1 December 2014, the exercise price of these options has been revised to
$0.027 as disclosed in (iv) below.
As at 31 December 2014, out of the total of 15,000,000 options granted, 6,000,000 options
still remained outstanding and exercisable into 6,000,000 ordinary shares, 1,500,000
options granted were not accepted and another 7,500,000 options were forfeited upon
the resignation of certain employees. These options are exercisable from 24 February 2015
to 23 February 2024. The estimated fair value of these options granted as at 31 December
2014 was approximately $0.0044 per option calculated using the Binomial pricing model.

(iii)

Pursuant to the shareholders approval obtained at the Companys extraordinary general


meeting held on 26 April 2014, the Company had on 28 April 2014, granted a total of
10,500,000 options at an exercise price of $0.061 per option at the date of the grant, to
Mr. Ting Teck Jin, an Executive Director and controlling shareholder of the Company. These
options are exercisable from 28 April 2015 to 27 April 2024. The exercise price of these
options has been revised to $0.027 on 1 December 2014 as disclosed in Note (iv) below.
As at 31 December 2014, the total 10,500,000 options granted to Mr. Ting Teck Jin still
remained outstanding and exercisable into 10,500,000 ordinary shares. The estimated fair
value of these options granted as at 31 December 2014 was approximately $0.005 calculated
using the Binomial Option Pricing Model.

86

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

23 SHARE CAPITAL (CONTINUED)


(a)

Share Options (Continued)


(iv)

On 1 December 2014, the Company announced that following the Rights Issue that were
completed in October 2014 and pursuant to the rules of the EMS Employee Share Option
Scheme, adjustments had been made to the exercise price of the outstanding Share Options
(the Adjustments) in the following manner:
Exercise
Share Options Issued To

Price Before

Exercise Price

Adjustments

After Adjustments

$0.069

$0.027

$0.069

$0.027

$0.061

$0.027

Independent Directors
Employees who are not Directors, Controlling
Shareholders or their Associates
Controlling Shareholder

The Adjustments has been made in accordance with the rules of the Scheme. The
Adjustments took effect on 1 December 2014.
Movements in the number of unissued ordinary shares under option and their exercise
prices are as follows.

Granted
Beginning during
of financial financial
year
year
000
000
Group and Company
2014
2014 Options
Independent
Directors
Employees
Executive Director/
Controlling
Shareholders

Forfeited/
Not
Accepted
during
financial
year
000

Exercised
during
End of Revised
financial financial exercise
year
year
price
000
000
$

750

750

15,000

(9,000)

6,000

10,500

10,500

26,250

(9,000)

17,250

Exercise
period

23.2.2015
22.2.2020
23.2.2015
0.027
22.2.2025
0.027

0.027

EMS ENERGY LIMITED ANNUAL REPORT 2014

27.4.2015
26.4.2025

87

Notes to the Financial Statements


for the financial year ended 31 December 2014

24 OTHER RESERVES
Group

Company

2014

2013

2014

2013

$000

$000

$000

$000

(331)

(331)

(a) Composition:
Currency translation reserve
Revaluation reverse
Employee share option reserve

3,576

3,161

55

55

3,300

2,830

55

(328)

(37)

15

19

(331)

(331)

(b) Movements:
(i) Currency translation reserve
Beginning of financial year

(331)

Reclassification on disposal of a
subsidiary
Share of associated companys
translation reserve (Note 18)
Net currency translation differences
of financial statements of
foreign subsidiaries
End of financial year
(ii) Revaluation reserve
Beginning of financial year

3,161

1,781

415

1,380

3,576

3,161

55

55

55

55

Share of associated companys


revaluation surplus (Note 18)
End of financial year
(iii) Employee share option reserve
Beginning of financial year
Employee share option expenses
(Note 8)
End of financial year
*

Amount is less than $1,000.

Other reserves are non-distributable.

88

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

25 COMMITMENTS
The Group leases land, factories and warehouses from non-related parties under non-cancellable operating
lease agreements. The leases have varying terms, escalation clauses and renewal rights.
The future minimum lease payable under non-cancellable operating leases contracted for at the balance
sheet date but not recognised as liabilities, are as follows:
Group

Not later than one year


Between two to five years
More than five years

Company

2014
$000

2013
$000

2014
$000

2013
$000

624
2,494
6,707

61
243
547

558
2,230
6,180

9,825

851

8,968

26 RELATED PARTY TRANSACTIONS


In addition to the information disclosed elsewhere in the financial statements, the following transactions
took place between the Group and related parties at terms agreed between the parties:
(a)

Sales and purchases of goods and services


Group
2014
$000
Purchases of materials from related corporation
Sales to related corporation
Dividend received from associated company
Rental charged to related corporation
Payment made on behalf of related corporation

2013
$000

30,200

4,739

160

15

155

Related corporation comprises mainly of a company which is controlled or significantly influenced


by the Groups key management personnel and their close family members.
Outstanding balances at 31 December 2014 arising from related party transactions are disclosed
in Notes 13 and 20.

EMS ENERGY LIMITED ANNUAL REPORT 2014

89

Notes to the Financial Statements


for the financial year ended 31 December 2014

26 RELATED PARTY TRANSACTIONS (CONTINUED)


(b)

Key management personnel compensation


Group
2014
$000
Wages and salaries
Employers contributions to defined contribution plans
Share option expenses

2013
$000

783
40
40

1,432
81

863

1,513

Included in the above is total compensation to director of the Company amounting to $422,000
(2013: $388,000).

27 CONTINGENCIES
The Company has issued financial guarantees to a bank for borrowings of a subsidiary amounting to
$3,800,000 (2013: $5,800,000) (Note 21).
The Company has evaluated the fair value of the financial guarantees and is of the opinion that the
consequential benefits derived from its guarantees to the banks with regards to the subsidiaries are
minimal. The subsidiary has not defaulted on the payment of borrowing in the financial years ended 31
December 2014 and 2013.

28 FINANCIAL RISK MANAGEMENT


Financial risk factors
The Groups activities expose it to market risk (including currency risk and interest rate risk), credit risk,
liquidity risk and capital risk. The Groups overall risk management strategy seeks to minimise adverse
effects from the unpredictability of financial markets on the Groups financial performance. As at 31
December 2014, the Group does not hold or issue derivative financial instrument for trading purposes.
Risk management is integral to the whole business of the Group. Financial risk management is carried out
by the Board of Directors. The Group has a system of controls in place to create an acceptable balance
between the cost of risks occurring and the cost of managing the risks. The management continually
monitors the Groups risk management process to ensure that an appropriate balance between risk and
control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and the Groups activities.

90

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(a)

Market risk

(i)

Currency risk
The Group operates in Asia with dominant operations in Singapore. Entities in the Group
regularly transact in currencies other than their respective functional currencies (foreign
currencies) such as the United States Dollar (USD).
Currency risk arises within entities in the Group when transactions are denominated in
foreign currencies such as United States Dollar (USD). The Group is exposed to foreign
currency risk on certain projects.
To manage the currency risk, individual Group entities manage as far as possible by natural
hedges of matching assets and liabilities.
In respect of other monetary assets and liabilities held in currencies other than the
Singapore Dollar, the Group ensures that the net exposure is kept to an acceptable level
by buying or selling the foreign currencies at spot rates, where necessary, to address short
term imbalances.

EMS ENERGY LIMITED ANNUAL REPORT 2014

91

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(a)

Market risk (Continued)

(i)

Currency risk (Continued)


The Groups currency exposure based on the information provided to key management is
as follows:
SGD

USD

Other

Total

$000

$000

$000

$000

At 31 December 2014
Financial assets
Cash and cash equivalents

3,184

548

3,733

Trade and other receivables

18,326

25,605

43,933

Receivables from subsidiaries

20,933

81

76

21,090

42,443

26,234

79

68,756

(3,793)

Financial liabilities
Borrowings
Trade and other payables
Payables to subsidiaries

(3,793)
(8,110)

(25,586)

(740)

(34,436)

(20,933)

(81)

(76)

(21,090)

(32,836)

(25,667)

(816)

(59,319)

Net financial assets/(liabilities)

9,607

567

(737)

9,437

Add: Net non-financial liabilities

438

634

122

1,194

10,045

1,201

(615)

10,631

10,045

1,201

(615)

10,631

1,201

(615)

586

Net assets/(liabilities)
Currency profile including nonfinancial assets and liabilities
Currency exposure of financial
liabilities net of those
denominated in the respective
entities functional currencies

92

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(a)

Market risk (Continued)

(i)

Currency risk (Continued)


The Groups currency exposure based on the information provided to key management is
as follows: (Continued)
SGD

USD

Other

Total

$000

$000

$000

$000

1,817

1,640

3,457

Trade and other receivables

1,365

11,269

1,136

13,770

Receivables from subsidiaries

7,140

153

7,293

10,322

12,909

1,289

24,520

At 31 December 2013
Financial assets
Cash and cash equivalents

Financial liabilities
Borrowings

(4,445)

(716)

(651)

(5,812)

Trade and other payables

(4,716)

(3,572)

(308)

(8,596)

Payables to subsidiaries

(7,140)

(153)

(7,293)

(1,112)

(21,701)

(16,301)

(4,288)

Net financial (liabilities)/assets

(5,979)

8,621

Add: Net non-financial liabilities

(585)

Net (liabilities)/assets

(162)

177

2,819
(747)

(6,564)

8,459

177

2,072

(6,564)

8,459

177

2,072

8,459

177

8,636

Currency profile including nonfinancial assets and liabilities


Currency exposure of financial
assets net of those
denominated in the respective
entities functional currencies

EMS ENERGY LIMITED ANNUAL REPORT 2014

93

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(a)

Market risk (Continued)

(i)

Currency risk (Continued)


If the USD change against the SGD by 1% (2013: 1%) with all other variables including the
tax rate being held constant, the effects arising from the net financial liability/asset position
will be as follows:
2014

2013
Increase/(Decrease)
Other

Other

Profit after comprehensive Loss after comprehensive


tax

income

tax

Income

$000

$000

$000

$000

10

10

70

70

(10)

(10)

(70)

(70)

Group
USD against SGD
strengthened
weakened

The Company engages in minimal foreign currency transactions and hence is not exposed
to any significant currency risk.

(ii)

Cash flow and fair value interest rate risks


Cash flow interest rate risk is the risk that the future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. Fair value interest rate risk is
the risk that the fair value of a financial instrument will fluctuate due to changes in market
interest rates.
The Groups interest rate risk mainly arises from short term loans and bank overdrafts.
The Group monitors interest rates on borrowings closely to ensure that the borrowings are
maintained at favourable rates.
The Groups borrowings at variable rates are denominated mainly in SGD. If the SGD interest
rates increase/decrease by 0.5% (2013: 0.5%) with all other variables including tax rate
being held constant, the impact to profit after tax as a result of higher/lower interest
expense on these borrowings is not significant.

94

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(b)

Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting
in financial loss to the Group. The Group has policies in place to ensure that sales of products and
services are made to customers with an appropriate credit history.
The Group has a credit policy in place which establishes credit limits for customers and monitors
their balances on an ongoing basis. Credit evaluations are performed on all customers requiring
credit over a certain amount. If the customers are independently rated, these ratings are used.
Otherwise, the credit quality of customers is assessed after taking into account its financial
position and past experience with the customers.
The Group establishes an allowance for impairment that represents its estimate of incurred losses
in respect of trade receivables. The main component of this allowance is a specific loss component
that relates to individually significant exposures.
The allowance account in respect of trade receivables is used to record impairment losses unless
the Group is satisfied that no recovery of the amount owing is possible. At that point, the financial
asset is considered irrecoverable and the amount charged to the allowance account is written-off
against the carrying amount of the impaired financial asset.
Cash and fixed deposits are placed with banks and financial institutions which are regulated.
As the Group and the Company does not hold any collateral, the maximum exposure to credit risk
for each class of financial instruments is the carrying amount of that class of financial instruments
presented on the balance sheet, except as follows:
Company
2014

2013

$000

$000

Financial guarantees provided to banks on


subsidiaries loan (Note 27)

3,800

5,800

The trade receivables of the Group comprises two debtors (2013: three debtors) that represented
95% (2013: 91%) of trade receivables.

EMS ENERGY LIMITED ANNUAL REPORT 2014

95

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(b)

Credit risk (Continued)


The credit risk for trade receivables based on the information provided to key management is as
follows:
Group
2014
$000
By geographical areas
Singapore
Peoples Republic of China
Vietnam
Other countries

By types of customers
Related parties
Non-related parties

(i)

2013
$000

25,148
1,020
305
140

1,925
985
139
28

26,613

3,077

24,281
2,332

1,706
1,371

26,613

3,077

Financial assets that are neither past due nor impaired


Bank deposits that are neither past due nor impaired are mainly deposits with banks with
high credit-ratings assigned by international credit-rating agencies. Trade receivables that
are neither past due nor impaired are substantially customers with a good collection track
record with the Group.

(ii)

Financial assets that are past due and/or impaired


There is no other class of financial assets that is past due and/or impaired except for trade
receivables and amount due from customers on construction.
The age analysis of trade receivables past due but not impaired is as follows:
Group
2014
$000
Past due up to 3 months
Past due 3 to 6 months
Past due over 6 months

96

EMS ENERGY LIMITED ANNUAL REPORT 2014

2013
$000

15,778
1,629
9,108

152
139
1,785

26,515

2,076

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(b)

Credit risk (Continued)

(ii)

Financial assets that are past due and/or impaired (Continued)


The carrying amount of trade receivables and amount due from customers on construction
contracts individually determined to be impaired and the movement in the related allowance
for impairment is as follows:
Group
2014

2013

$000

$000

Gross amount
Trade receivables

26,613

3,077

18,329

11,790

44,942

14,867

(1,468)

(1,468)

43,474

13,399

517

1,468

951

1,468

1,468

517

(517)

Amount due from customers on construction


contracts

Less: Allowance for impairment


Amount due from customers on construction
contracts (Note 13)

Beginning of financial year


Trade receivables
Amount due from customers on construction
contracts

Allowance made:
Amount due from customers on construction
contracts (Note 7)
Allowance utilised:
Trade receivables (Note 5)
End of financial year

1,468

1,468

The impaired amount due from customers on construction contracts arise mainly from a
customer in Vietnam that is met with difficulties in retrieving the goods from the port.

EMS ENERGY LIMITED ANNUAL REPORT 2014

97

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(c)

Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and marketable securities,
the availability of funding through an adequate amount of committed credit facilities and the
ability to close out market positions at a short notice. At the balance sheet date, assets held by
the Group and the Company for managing liquidity risk included cash and short-term deposits as
disclosed in Note 12.
Management monitors rolling forecasts of the liquidity reserve (comprise undrawn borrowing facility
(Note 21) and cash and cash equivalents (Note 12) of the Group and the Company on the basis of
expected cash flow. This is generally carried out at local level in the operating companies of the
Group in accordance with the practice and limits set by the Group. These limits vary by location to
take into account the liquidity of the market in which the entity operates. In addition, the Groups
liquidity management policy involves projecting cash flows in major currencies and considering
the level of liquid assets necessary to meet these, monitoring liquidity ratios and maintaining
debt financing plans.
The table below analyses non-derivative financial liabilities of the Group and the Company for
which contractual maturities are essential for an understanding of the timing of the cash flows
into relevant maturity groupings based on the remaining period from the balance sheet date to the
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying amounts as the impact of
discounting is not significant.
Less than

Between 1 and

Between 2 and

1 year

2 years

5 years

$000

$000

$000

Group
At 31 December 2014
Trade and other payables

34,747

3,757

37

38,504

37

Trade and other payables

9,736

Borrowings

5,612

220

15,348

220

Borrowings

At 31 December 2013

98

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(c)

Liquidity risk (Continued)

Company
At 31 December 2014
Trade and other payables
Financial guarantee

At 31 December 2013
Trade and other payables
Financial guarantee

(d)

Less than

Between 1 and

Between 2 and

1 year

2 years

5 years

$000

$000

$000

1,260
3,800

5,060

450
5,800

6,250

Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to continue as
a going concern and to maintain an optimal capital structure so as to maximise shareholder value.
In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of
dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain
new borrowings or sell assets to reduce borrowings.
Management monitors capital based on the gearing ratio. The Group are required by a bank to
maintain a gearing ratio of not exceeding 25% (2013: 25%). The Groups and the Companys
strategies, are to maintain gearing ratios below 50% (2013: 50% to 60%).
The gearing ratio is calculated as borrowings divided by total equity as follows:
Group

Company

2014
$000

2013
$000

2014
$000

2013
$000

Borrowings
Total equity

3,793
37,600

5,812
21,713

31,099

17,855

Gearing ratio

10.1%

26.8%

Not meaningful

The Group and the Company are in compliance with all externally imposed capital requirements
for the financial year ended 31 December 2013 and 2014.
EMS ENERGY LIMITED ANNUAL REPORT 2014

99

Notes to the Financial Statements


for the financial year ended 31 December 2014

28 FINANCIAL RISK MANAGEMENT (CONTINUED)


(e)

Fair value measurements


The fair values of current financial assets and liabilities carried at amortised cost approximate
their carrying amounts.
The carrying amount less impairment provision of trade receivables and payables are assumed to
approximate their fair values.

(f)

Financial instruments by category


The carrying amount of the different categories of financial instruments is disclosed on the face of
the balance sheet and in note to the financial statements, except for the following:
Group

Loans and receivables

Company

2014

2013

2014

2013

$000

$000

$000

$000

47,666

17,227

21,196

9,038

38,229

14,408

1,260

450

Financial instruments at
amortised cost

29 SEGMENT REPORTING
Management has determined the operating segments based on the reports reviewed by the Board of
Directors for the purpose of resource allocation and assessment of the Groups performance.
At 31 December 2013 and 2014, the Group only has one business segment, which is design, manufacture
and installation of engineering solution for oil and gas and offshore marine industries. This is based
on the Groups internal organisation, management structure and the primary way in which the Board of
Directors is provided with the financial information.
Whilst revenue are reported into two business streams, as described below, the Groups results, the cost
and combined balance sheets are only analysed by one operating segment.

Contract sales
Contract sales refer to design, manufacture and installation of engineering solution for oil and gas
and offshore marine industries.

100

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

29 SEGMENT REPORTING (CONTINUED)


Trading sales
Trading sales refer to selling of spare parts related to after-sales services provided for contract
sales.

(a)

Geographical information
The Groups revenue is mainly derived from the following geographical areas:

Contract sales
Singapore
Vietnam
Malaysia
China
Indonesia
Other
Trading sales
Singapore
Vietnam
Malaysia
Other

Total revenue

2014
$000

2013
$000

38,937
1,512
6,646
143
510

12,828
1,099
5,521
73
309
88

47,748

19,918

228
372
234
225

286
627
8
276

1,059

1,197

48,807

21,115

30 NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS


The mandatory standards and amendments to existing standards that have been published, and are
relevant for the Groups accounting periods beginning on or after 1 January 2015 or later periods and
which the Group has not early adopted are:

Amendments to FRS 19: Defined Benefit Plans: Employee Contributions (effective for annual periods
beginning on or after 1 July 2014)

Amendment to FRS 102: Share-based payment (effective for annual periods beginning on or after
1 July 2014)

Amendments to FRS 103: Business Combinations (effective for annual periods beginning on or after
1 July 2014)

EMS ENERGY LIMITED ANNUAL REPORT 2014

101

Notes to the Financial Statements


for the financial year ended 31 December 2014

102

Amendments to FRS 108: Operating Segments (effective for annual periods beginning on or after
1 July 2014)

Amendment to FRS 16: Property, Plant and Equipment (effective for annual periods beginning on
or after 1 July 2014)

Amendment to FRS 24: Related Party Disclosures (effective for annual periods beginning on or after
1 July 2014)

Amendment to FRS 38: Intangible Assets (effective for annual periods beginning on or after
1 July 2014)

Amendments to FRS 113: Fair Value Measurement (effective for annual periods beginning on or
after 1 July 2014)

Amendment to FRS 40: Investment Property (effective for annual periods beginning on or after
1 July 2014)

FRS 114: Regulatory Deferral Accounts (effective for annual periods beginning on or after
1 January 2016)

Amendments to FRS 1: Disclosure Initiative (effective for annual periods beginning on or after
1 January 2016)

Amendments to FRS 27: Equity Method in Separate Financial Statements (effective for annual
periods beginning on or after 1 January 2016)

Amendments to FRS 16 and FRS 38: Clarification of Acceptable Methods of Depreciation and
Amortisation (effective for annual periods beginning on or after 1 January 2016)

Amendments to FRS 16 and FRS 41: Agriculture: Bearer Plants (effective for annual periods beginning
on or after 1 January 2016)

Amendments to FRS 111: Accounting for Acquisitions of Interests in Joint Operations (effective for
annual periods beginning on or after 1 January 2016)

Amendments to FRS 110 and FRS 28: Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture (effective for annual periods beginning on or after 1 January 2016)

Amendments to FRS 110, FRS 112 and FRS 28: Investment Entities: Applying the Consolidation
Exception (effective for annual periods beginning on or after 1 January 2016)

Amendments to FRS 105: Non-current Assets Held for Sale and Discontinued Operations (effective
for annual periods beginning on or after 1 January 2016)

Amendments to FRS 107: Financial Instruments: Disclosures (effective for annual periods beginning
on or after 1 January 2016)

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notes to the Financial Statements


for the financial year ended 31 December 2014

Amendment to FRS 19: Employee Benefits (effective for annual periods beginning on or after
1 January 2016)

Amendment to FRS 34: Interim Financial Reporting (effective for annual periods beginning on or
after 1 January 2016)

FRS 115: Revenue from Contracts with Customers (effective for annual periods beginning on or after
1 January 2017)

FRS 109: Financial Instruments (effective for annual periods beginning on or after 1 January 2018)

The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRS in
the future periods will not have a material impact on the financial statements of the Group in the period
of their initial adoption.

31

AUTHORISATION OF FINANCIAL STATEMENTS


These financial statements were authorised for issue in accordance with a resolution of the Board of
Directors of EMS Energy Limited on 18 March 2015.

EMS ENERGY LIMITED ANNUAL REPORT 2014

103

Analysis of Shareholdings
As at 3 March 2015

NUMBER OF ISSUED SHARES

1,480,709,604

CLASS OF SHARES

ORDINARY SHARES WITH EQUAL VOTING RIGHTS

VOTING RIGHTS

1 VOTE PER SHARE

TREASURY SHARES

Nil
NUMBER OF

SIZE OF HOLDINGS

SHAREHOLDERS

1 to 99
100 to 1,000
1,001 to 10,000
10,001 to 1,000,000

SHARES

49

2.00

387

0.00

100

4.09

93,561

0.01

519

21.23

2,938,016

0.20

1,675

68.51

275,741,352

18.62

102

4.17

1,201,936,288

81.17

2,445

100.00

1,480,709,604

100.00

1,000,001 AND ABOVE


TOTAL

NUMBER OF

TOP 20 SHAREHOLDERS AS AT 3 MARCH 2015


NUMBER OF
NO.

NAME OF SHAREHOLDERS

SHARES

RAFFLES NOMINEES (PTE) LTD

519,681,550

35.10

ASIAN TRUST INVESTMENT PTE LTD

110,000,000

7.43

HUYNH TRUNG NAM

48,000,000

3.24

OCBC SECURITIES PRIVATE LTD

47,308,070

3.19

PHILLIP SECURITIES PTE LTD

46,032,864

3.11

PEH OON KEE

43,818,000

2.96

CITIBANK NOMINEES SINGAPORE PTE LTD

36,132,000

2.44

WATERWORTH PTE LTD

33,000,000

2.23

TAN ENG CHUA EDWIN

21,673,000

1.46

10

SEOW CHOON PHENG

20,244,000

1.37

11

LIM POH BOON

20,000,000

1.35

12

MORPH INVESTMENTS LTD

19,541,000

1.32

13

UOB KAY HIAN PTE LTD

12,926,000

0.87

14

MAYBANK KIM ENG SECURITIES PTE LTD

12,565,000

0.85

15

CIMB SECURITIES (SINGAPORE) PTE LTD

9,962,000

0.67

16

ANG KOR HEONG

8,600,000

0.58

17

UNITED OVERSEAS BANK NOMINEES PTE LTD

7,739,500

0.52

18

TAY SWEE LYE RONNIE

7,646,000

0.52

19

NEO KIM KUEK

7,000,000

0.47

20

GOH WANG TAI

6,000,000

0.41

21

TEO CHIANG SONG

6,000,000

0.41

1,043,868,984

70.50

TOTAL

104

EMS ENERGY LIMITED ANNUAL REPORT 2014

Analysis of Shareholdings

As at 3 March 2015

SHAREHOLDINGS HELD IN HANDS OF PUBLIC


As at 3 March 2015, the percentage of shareholdings held in the hands of the public was approximately 63.97%
and Rule 723 of the Catalist Rules is complied with.

SUBSTANTIAL SHAREHOLDERS
As at 3 March 2015
No. of shares
No. of shares

in which the

held registered

substantial

in the names of

shareholders is

the substantial

deemed to have

Total Shareholding

% of Total Issued

shareholders

an interest

Interest

Shares(1)

Koastal Industries Pte Ltd

495,452,550

495,452,550

33.46

Ting Teck Jin

18,000,000

495,452,550(2)

513,452,550

34.68

Notes
(1) As a percentage of the total issued share capital of the Company, comprising 1,480,709,604 Shares.
(2) These shares are held in the name of Koastal Industries Pte Ltd in which Mr Ting Teck Jin is a controlling shareholder and a director.

EMS ENERGY LIMITED ANNUAL REPORT 2014

105

Notice of Annual General Meeting


NOTICE IS HEREBY GIVEN that the Annual General Meeting of EMS ENERGY LIMITED (the Company) will be
held at 1 Robinson Road #18-00, AIA Tower, Singapore 048542 on Saturday, 11 April 2015 at 9.00 a.m. for the
following purposes:
AS ORDINARY BUSINESS
1.

To receive and adopt the Directors Report and Audited Accounts of the Company for the year ended 31
December 2014 together with the Auditors Report thereon.
(Resolution 1)

2.

To approve Non-Executive Directors fees of S$135,000 for the financial year ending 31 December 2015
(2014: S$135,000)
(Resolution 2)

3.

To re-elect Mr Ting Teck Jin as a Director retiring pursuant to Article 107 of the Companys Articles of
Association.
(Resolution 3)

4.

To pass the following Ordinary Resolution pursuant to Section 153(6) of the Companies Act, Cap. 50 of
Singapore:
That pursuant to Section 153(6) of the Companies Act, Cap. 50 of Singapore, Mr Ung Gim Sei
be re-appointed a Director of the Company to hold office until the next Annual General Meeting.
[See Explanatory Note (i)]
(Resolution 4)

Mr Ung Gim Sei will, upon re-appointment as a Director of the Company, remains as Chairman of
Nominating and Remuneration Committees and a member of the Audit Committee and will be considered
independent for the purposes of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual of
the Singapore Exchange Securities Trading Limited. Save as disclosed herein, Mr Ung does not have
any relationship including immediate family relationship with the Directors, the Company or its 10%
shareholders (as defined in the Code). The detailed information of Mr Ung can be found under the section
entitled Board of Directors in page 9 of the Annual Report.
5.

To re-appoint Messrs Nexia TS Public Accounting Corporation as the Companys auditors and to authorise
the Directors to fix their remuneration.
(Resolution 5)

6.

To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following Resolutions, with or without any modifications:
7.

Authority to allot and issue shares in the capital of the Company (Shares) Share Issue Mandate
That, pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore and Rule 806 of the
Singapore Exchange Securities Trading Limited (SGX-ST) Listing Manual Section B: Rules of Catalist (the
Catalist Rules), authority be and is hereby given to the Directors of the Company to:
(a)

(i)

allot and issue shares in the capital of the Company (Shares) (whether by way of rights,
bonus or otherwise); and/or

106

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notice of Annual General Meeting


(ii)

make or grant offers, agreements or options (collectively, Instruments) that might or


would require Shares to be issued, including but not limited to the creation and issue of
(as well as adjustments to) options, warrants, debentures or other instruments convertible
into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b)

notwithstanding that the authority conferred by this Resolution may have ceased to be in force,
issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution
is in force,

provided that:
(1)

the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments,
made or granted pursuant to this Resolution), to be issued pursuant to this Resolution does not
exceed one hundred per cent (100%) of the total number of issued Shares excluding treasury
shares of the Company (as calculated in accordance with sub-paragraph (2) below), of which the
aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders
of the Company (including Shares to be issued in pursuance of Instruments made or granted
pursuant to this Resolution) does not exceed fifty per cent (50%) of the total number of issued
Shares excluding treasury shares of the Company (as calculated in accordance with sub-paragraph
(2) below);

(2)

(subject to such manner of calculations as may be prescribed by the SGX-ST), for the purpose of
determining the aggregate number of Shares that may be issued under sub- paragraph (1) above,
the percentage of the total number of issued Shares excluding treasury shares shall be based
on the total number of issued Shares excluding treasury shares of the Company at the time this
Resolution is passed after adjusting for:
(i)

new Shares arising from the conversion or exercise of any Instruments or any convertible
securities;

(ii)

new Shares arising from exercising of share options or vesting of share awards outstanding
and/or subsisting at the time of the passing of this Resolution, provided that the share
options or share awards were granted in compliance with Part VIII of Chapter 8 of the Rules
of Catalist; and

(iii)
(3)

any subsequent bonus issue, consolidation or sub-division of Shares.

in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the Catalist Rules for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

EMS ENERGY LIMITED ANNUAL REPORT 2014

107

Notice of Annual General Meeting


(4)

(unless revoked or varied by the Company in general meeting, the authority conferred by this
Resolution shall continue in force until the conclusion of the next AGM or the date by which the
next AGM of the Company is required by law to be held, whichever is the earlier.

[See Explanatory Note (ii)].


(Resolution 6)
8.

Authority to grant options and issue shares under the EMS Energy Employee Share Option Scheme and
EMS Energy Performance Share Plan
To consider and, if thought fit, to pass the following as an ordinary resolution, with or without
modifications:
That, pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore, the Directors of the
Company be and are hereby authorised to offer and grant options and share awards in
accordance with the EMS Energy Employee Share Option Scheme (the Scheme) and the EMS
Energy Performance Share Plan (the Plan) and to issue such shares as may be required to be
issued pursuant to the exercise of the options under the Scheme and the Plan provided always
that the aggregate number of shares to be issued pursuant to the Scheme and the Plan shall not
exceed fifteen per cent. (15%) of the issued share capital of the Company from time to time.

[See Explanatory Note (iii)]


9.

(Resolution 7)

Renewal of a Shareholders Mandate for the Company to purchase its own Shares (the Share Purchase
Mandate)
That:
(a)

for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the
Companies Act), the exercise by the Directors of the Company of all the powers of the Company
to purchase or otherwise acquire ordinary shares in the capital of the Company (Shares) not
exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices
as may be determined by the Directors from time to time up to the Maximum Price (as hereafter
defined), whether by way of:
(i)

on-market purchase(s) on the Singapore Exchange Securities Trading Limited (SGX-ST);


and/or

(ii)

off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any
equal access scheme(s) as may be determined or formulated by the Directors as they
consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies
Act, and otherwise in accordance with all laws, regulations and rules of the SGX-ST as may
for the time being be applicable, be and is hereby authorised and approved generally and
unconditionally;

108

EMS ENERGY LIMITED ANNUAL REPORT 2014

Notice of Annual General Meeting


(b)

unless varied or revoked by the Company in general meeting, the authority conferred on the
Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the
Directors at any time and from time to time during the period commencing from the date of the
passing of this Resolution and expiring on the earlier of:
(i)

the date of the next annual general meeting of the Company; or

(ii)

the date by which the next annual general meeting of the Company is required by law to be
held;

(iii)

the date on which shares purchases and acquisitions have been carried out to the full extent
mandated; or

(iv)

the time when the Share Purchase Mandate is revoked or varied by the Shareholders of the
Company in general meeting.

(c)

in this Resolution:
Maximum Percentage means the number of Shares representing ten per cent. (10%) of the issued
ordinary share capital of the Company as at the date of the passing of this Resolution; and
Maximum Price in relation to a Share to be purchased or acquired, means the purchase price
(excluding brokerage, commissions, stamp duties, applicable goods and services tax and other
related expenses) which shall not exceed:
(i)

in the case of a market purchase, one hundred and five per cent. (105%) of the average
closing market price. For this purpose, the average closing market price is the average of the
closing market prices of the Shares transacted on the SGX-ST over the last five (5) market
days (on which transactions in the Shares are recorded) immediately preceding the date of
the market purchase by the Company and deemed to be adjusted in accordance with the
listing rules of the SGX-ST for any corporate action which occurs after the relevant five (5)
day period; and

(ii)

in the case of an off-market purchase, one hundred and twenty per cent. (120%) of the
average closing market price. For this purpose, the average closing market price is the
average of the closing market prices of the Shares transacted on the SGX-ST over the last five
(5) market days (on which transactions in the Shares are recorded) immediately preceding
the date of the market purchase by the Company and deemed to be adjusted in accordance
with the listing rules of the SGX-ST for any corporate action which occurs after the relevant
five (5) day period.

EMS ENERGY LIMITED ANNUAL REPORT 2014

109

Notice of Annual General Meeting


(d)

The Directors of the Company be and are hereby authorised to take all necessary steps and to
negotiate, finalise and enter into all transactions, arrangements and agreements and to execute
all such documents (including but not limited to the execution of application forms and transfers)
with full and discretionary powers to make or assent to any modifications or amendments thereto in
any manner they may deem necessary, expedient, incidental or in the interests of the Company and
the Group for the purposes of giving effect to this Resolution and the transactions contemplated
thereunder. [See Explanatory Note (iv)]

10.

(Resolution 8)

Renewal of the Mandate for Interested Person Transactions


That:
(a)

approval be and is hereby given, for the purposes of Chapter 9 of the Catalist Rules, for the
Company, its subsidiaries and associated companies (if any) (Group) or any of them that are
deemed an entity at risk as defined in Chapter 9 of the Catalist Rules, to enter into any of the
transactions falling within the type of Interested Person Transactions as defined and set out in
the Companys Letter to Shareholders dated 27 March 2015 (the Letter), with any party who
falls within the classes of Interested Persons as defined and set out in the Letter, the Interested
Person Transactions are carried out in the ordinary course of business, on normal commercial
terms and are not prejudicial to the interests of the Company and its minority Shareholders, and
is in accordance with the guidelines and review procedures for the Interested Person Transactions
as set out in the Letter (IPT Mandate);

(b)

such approval given in paragraph (a) above shall, unless revoked or varied by the Company in
general meeting, continue in force until the conclusion of the next annual general meeting of the
Company or the date by which the next annual general meeting of the Company is required by law
to be held, whichever is the earlier; and

(c)

the Audit Committee of the Company be and are hereby authorised to complete and do all such
acts and things (including, without limitation, executing all such documents as may be required)
as they may consider expedient or necessary or in the interests of the Company to give effect to
the IPT Mandate and/or this Ordinary Resolution. [See Explanatory Note (v)]

By Order of the Board


Gwendolyn Gn Jong Yuh
Company Secretary
27 March 2015
Singapore

110

EMS ENERGY LIMITED ANNUAL REPORT 2014

(Resolution 9)

Notice of Annual General Meeting


Explanatory Notes:
(i)

The effect of the Ordinary Resolution 4 proposed in item 4 above, is to re-appoint a director who is over
70 years of age.

(ii)

The Ordinary Resolution 6 proposed in item 7 above, if passed, will empower the Directors from the
date of the above annual general meeting until the date of the next annual general meeting, to allot and
issue shares and convertible securities in the Company. The aggregate number of Shares and convertible
securities, which the Directors may allot and issue under this Resolution shall not exceed 100% of the
total number of issued Shares excluding treasury shares of the Company at the time of passing this
Resolution. For allotment and issue of Shares and convertible securities other than on a pro-rata basis
to all shareholders of the Company, the aggregate number of Shares and convertible securities to be
allotted and issued shall not exceed 50% of the total number of issued Shares excluding treasury shares
of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at
the next annual general meeting.

(iii)

The Ordinary Resolution 7 proposed in item 8 above, if passed, will empower the Directors of the Company,
to grant options and to allot and issue shares upon the exercise of such options in accordance with the
Scheme and the Plan.

(iv)

The Ordinary Resolution 8 proposed in item 9 above is to renew the Share Purchase Mandate which
was originally approved by shareholders on 22 August 2009. Please refer to the Companys Letter to
Shareholders dated 27 March 2015 for details.

(v)

The Ordinary Resolution 9 in item 10 above, if passed, will empower the Group, from the date of this
annual general meeting of the Company until the next annual general meeting of the Company, or the
date by which the next annual general meeting of the Company is required by law to be held, or such
authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to enter
into the Interested Person Transactions as described in the Companys Letter to Shareholders and to do
all acts necessary to give effect to the IPT Mandate. In accordance with the requirements of Chapter 9 of
the Catalist Rules, Mr Ting Teck Jin will abstain and has also undertaken that his associates will abstain,
from voting on this Ordinary Resolution 9 in relation to the proposed renewal of the IPT Mandate.
The Audit Committee of the Company has reviewed the terms of the IPT Mandate and is satisfied that
the guidelines and review procedures for the Interested Person Transactions as set out in the Companys
Letter to Shareholders dated 27 March 2015 have not changed since the IPT Mandate was renewed at
the annual general meeting of the Company held on 26 April 2014. The Audit Committee of the Company
is also of the view that the guidelines and review procedures for the Interested Person Transactions are
adequate to ensure that the Interested Person Transactions will be transacted on arms length basis and
on normal commercial terms and will not be prejudicial to the interests of the Company and its minority
shareholders.

EMS ENERGY LIMITED ANNUAL REPORT 2014

111

Notice of Annual General Meeting


If during the periodic reviews by the Audit Committee of the Company, it is of the view that the established
guidelines and review procedures for the Interested Person Transactions are no longer appropriate or
adequate to ensure that the Interested Person Transactions will be transacted on arms length basis and
on normal commercial terms and would not be prejudicial to the interests of the Company and its minority
shareholders, the Company will seek a fresh mandate from its shareholders based on new guidelines
and procedures.
Notes:
1.

A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to
attend and vote instead of him. A proxy need not be a Member of the Company.

2.

If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised
officer or attorney.

3.

The instrument appointing a proxy must be deposited at the registered office of the Company at 1 Robinson
Road, #17-00 AIA Tower, Singapore 048542 not less than forty-eight (48) hours before the time for holding
the Annual General Meeting.

112

EMS ENERGY LIMITED ANNUAL REPORT 2014

EMS ENERGY LIMITED

IMPORTANT:
1. For investors who have used their CPF monies to buy
EMS Energy Limiteds shares, this Report is forwarded
to them at the request of the CPF Approved Nominees
and is sent solely FOR INFORMATION ONLY.

Company No. 200300485D

(Incorporated in The Republic of Singapore)

2. This Proxy Form is not valid for use by CPF investors and
shall be ineffective for all intents and purposes if used
or purported to be used by them.
3. CPF investors who wish to attend the Meeting as
an observer must submit their requests through
their CPF Approved Nominees within the time
frame specified. If they also wish to vote, they
must submit their voting instructions to the
CPF Approved Nominees within the time frame
specified to enable them to vote on their behalf.

PROXY FORM
(Please see notes overleaf before completing this Form)
I/We,

with NRIC/Passport Number:

of

(address)

being a member/members of EMS ENERGY LIMITED (the Company), hereby appoint:


Name

NRIC/
Passport No.

Address

Proportion of
Shareholdings (%)
No. of shares

and/or (delete as appropriate)

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the Annual General Meeting of the Company
to be held at 1 Robinson Road #18-00, AIA Tower, Singapore 048542 on Saturday, 11 April 2015 at 9.00 a.m. and at any
adjournment thereof. I/We direct my/our proxy to vote for or against the Resolutions to be proposed at the Meeting as
hereunder indicated.
(Please indicate your vote For or Against with a tick [] within the box provided.)
No.

Resolutions relating to:

For

1.

Directors Report and Audited Accounts for the financial year ended 31 December 2014.

2.

Approval of the payment of Non-Executive Directors Fees of S$135,000 for the financial
year ending 31 December 2015.

3.

Re-election of Mr Ting Teck Jin as a Director pursuant to Article 107.

4.

Re-appointment of Mr Ung Gim Sei as a Director in accordance to Section 153(6) of the


Companies Act. Cap. 50 of Singapore.

5.

Re-appointment of Messrs Nexia TS Public Accounting Corporation as Auditors and to


authorise the Directors to fix their remuneration.

6.

Authority to allot and issue new shares.

7.

Authority to grant options and issue shares under the EMS Energy Employee Share Option
Scheme and EMS Energy Performance Share Plan.

8.

Renewal of a Shareholders Mandate for the Company to purchase its own Shares (the
Share Purchase Mandate).

9.

Renewal of the Mandate for Interested Person Transactions.

Dated this

day of

Against

2015
Total number of Shares in: No. of Shares Held
(a) CDP Register
(b) Register of Members

Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:
1.

A member should insert the total number of shares held by him. If the member has shares entered against his name in the Depository
Register (as defined in Section 130A) of the Companies Act, Chapter 50 of Singapore), he should insert that number of shares. If
the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares.
If the member has shares entered against his name in Depository Register and shares registered in his name in the Register of
Members, he should insert the aggregate number of shares. If no number is inserted, the instrument appointing a proxy or proxies
will be deemed to relate to all the shares held by the member.

2.

A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to
attend and vote instead of him.

3.

Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding
(expressed as percentage of the whole) to be represented by each proxy.

4.

The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1 Robinson Road, #17-00
AIA Tower, Singapore 048542 not less than 48 hours before the time appointed for the Annual General Meeting.

5.

The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing.
Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under
the hand of an officer or attorney duly authorised.

6.

Where an instrument appointing a proxy is signed on behalf of the appointor by the attorney, the letter or power of attorney 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.

7.

A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit
to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of
Singapore.

General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible
or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument
appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument
appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the
Depository Register as at 48 hours before the time appointed for holding the Annual General Meeting, as certified by The Central Depository
(Pte) Limited to the Company.

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Corporate Information
BOARD OF DIRECTORS
Mr Ting Teck Jin
Executive Chairman and Chief Executive Officer
Mr Lim Poh Boon
Non-Executive and Independent Director

Contents
Corporate Profile

01

Chairmans Statement

02

Operations & Financial Review

04

Financial Highlights

06

Board of Directors

08

Executive Officers

10

Corporate Structure

12

Corporate Governance Report

13

Directors Report

Mr Ung Gim Sei


Non-Executive and Independent Director
Mr Lim Siong Sheng
Non-Executive and Independent Director
COMPANY SECRETARY
Ms Gwendolyn Gn (LLB Hons)
REGISTERED OFFICE
1 Robinson Road
#17-00 AIA Tower
Singapore 048542

SHARE REGISTRAR AND SHARE TRANSFER OFFICE


M & C Services Private Limited
112 Robinson Road
#05-01
Singapore 068902
AUDITORS
Nexia TS Public Accounting Corporation
Certified Public Accountants
100 Beach Road, Shaw Tower, #30-00
Singapore 189702
Director in charge: Ms Kristin YS Kim
Appointed since FY2012
SOLICITORS
Shook Lin & Bok LLP
PRINCIPAL BANKERS
DBS Bank Ltd
Hongkong and Shanghai Banking Corporation Limited

32

T +65 6861 2722


F +65 6861 5655

Statement by Directors

37

E info@EMSenergy.com.sg
W www.EMSenergy.com.sg

United Overseas Bank Limited

Independent Auditors Report

38

Consolidated Statement of
Comprehensive Income

40

Balance Sheets

41

Oversea-Chinese Banking Corporation Limited

PRINCIPAL PLACE OF BUSINESS


10 Tuas Avenue 11
Singapore 639076

Consolidated Statement of Changes 42


in Equity
Consolidated Statement of Cash Flows

43

Notes to the Financial Statements

44

Analysis of Shareholdings

104

Notice of Annual General Meeting

106

Proxy Form

This annual report has been prepared by the Company and its contents have been reviewed by the Companys sponsor, PrimePartners Corporate Finance
Pte. Ltd. (the Sponsor), for compliance with the Singapore Exchange Securities Trading Limited (the SGX-ST) Listing Manual Section B: Rules of
Catalist. The Sponsor has not verified the contents of this annual report.
This annual report has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this
annual report, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this
annual report.
The contact person for the Sponsor is Mr Thomas Lam, Associate Director, Continuing Sponsorship, at 16 Collyer Quay, #10-00 Income at Raffles,
Singapore 049318, telephone (65) 6229 8088.

Designed and produced by

(65) 6578 6522

EMS ENERGY LIMITED

(Co. Reg. No. 200300485D)


10 Tuas Avenue 11, Singapore 639076
T +65 6861 2722
F +65 6861 5655
info@EMSenergy.com.sg
www.EMSenergy.com.sg

ANNUAL REPORT 2014

EMS Energy Limited

ANNUAL

REPORT

2014
Seizing Opportunities