Pollux Properties LTD - Annual Report - FPE 31.12.2020
Pollux Properties LTD - Annual Report - FPE 31.12.2020
Pollux Properties LTD - Annual Report - FPE 31.12.2020
Our Foundations
Reimaging Our
Future
Annual Report
2020
Driving Exponential
Growth Through
Forward Thinking
Transformation
and Strategic Value
Enhancements
2020 was a year of strategic business and management
transformation for us at Pollux Properties Ltd. (“Pollux”, together
with its subsidiaries, the “Group”). This was the year where we
focus on strengthening our core businesses and maximising the
Group’s financial resources to generate new income streams that
ignite long-term sustainable growth. We seek to sharpen our value
proposition by focusing on building recurring income streams
with an asset-light, human capital, and domain expertise-driven
approach in our core businesses.
3 Property Development
5 Property Investment
7 Fund Management
9 Hospitality Management
10 Chairman’s Statement
15 Corporate Structure
18 Board of Directors
19 Key Management
26 Corporate Information
58 Financial Statements
Building landmark
developments that deliver
perennial value & excellence
Chairman’s
Statement
DEAR SHAREHOLDERS,
10
11
also rolled out cost-saving measures by private funds, and we believe that this
temporarily freezing our headcount. With will become one of our key engines to
the strong support of the government drive business growth in the near future.
through rental reliefs and government
grants, we managed to retain every Additionally, through transcending
employee, as we strive to work hand from a property owner to a hospitality
in hand with them to overcome this management and operation platform,
pandemic together. we are also building an asset-light
hospitality business that can enable us
In pursuit of our asset-light strategy, one to optimise the benefits of owners and
of our key business transformations was tenants by realising their key priorities,
to enhance existing business capacities while strengthening our performance
and resources to focus on recurring through innovative revenue generation
and fee-based income offerings. The and increase global brand equity with
development of Stirling Fort Capital Pte. lower capital outlay.
Ltd. as the strategic fund management
business arm provides investment REIMAGINING OUR FUTURE
fund management and discretionary Looking ahead, though the road forward
investment mandates to institutional remains uncertain, we believe that
and private investors, and will enable us with the pandemic now under control
to achieve that objective. in Singapore, there has been a gradual
return to normalcy. The pandemic
Our long-standing track record across has made it clear that we have to stay
Asia Pacific are raised from a diverse pool prepared and resilient in this ever-
of investors across our discretionary and evolving landscape. With the worst of
NOTE OF APPRECIATION
2020 has been undoubtedly one of the LOW CHAI CHONG
most challenging years for the Group, Independent & Non-Executive Chairman
but thanks to the continued belief and
support from many parties, we managed
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As a forward-thinking organisation, we
are driven to deliver superior returns
to our stakeholders through strategic
growth and value creation in our portfolio
assets, products and services. Our strong
management expertise and engaged
employees provide the swift and precise
execution needed to take advantage of
new market opportunities. Our proven
track record as a leading diversified
real estate group is built on the ability
to envision growth opportunities and
unlock potential to create value.
14
Luban Investments Kovan Properties Pollux Alpha Stirling Fort Pollux Botero
Pte. Ltd. Pte. Ltd. Investments Ltd. Capital Pte. Ltd.2
Pte. Ltd.1
2 Retail Shops at
Balestier Road
100%
Boulevard Tinifia Investment Pollux
100% Residences Pte. Ltd. 100% Pte. Ltd. Treasures Pte. Ltd.
Garden Park Residences MacDonald House Pavilion Square
Channel
100% Residences Pte. Ltd. Orchard Residence Symbianta
100% Investment Pte. Ltd. Worldwide Inc. 100%
Metro Loft
The Orchard Residences The Suites @ Central
(1 Unit) (3 Units)
Giorgio
100% Residences Pte. Ltd.
Savers Investment Cherimoya Worldwide
Mayfair Residences
100% Ltd. Corporation 100%
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Our Mission
To create, invest in, manage, and operate innovative
landmark developments and businesses that delivers
perennial value to the community and achieve
sustainable higher returns to our shareholders.
Board of
Directors
Dr. Po, 39, was appointed to the Board Mr. Low, 58, was appointed as the Non-
on 31 March 2008. He is responsible for Executive and Independent Director on
the management and operation of the 1 September 2020. On 29 January 2021,
Group as well as the implementation of Mr. Low was appointed Chairman of the
the Group’s strategies and policies. Board of Directors. He is an advocate
& solicitor of the Supreme Court of
Dr. Po holds a Bachelor’s degree in Singapore. He has many years of legal
Computing from National University experience, representing MNCs, financial
of Singapore in 2003. The Honorary institutions and listed companies in a
Doctorate in Business Administration wide array of commercial and corporate
was bestowed on him by InterAmerican matters regionally, including dispute
University in 2011. Currently, besides resolution.
serving as Director of the Company, he
is also serving as a Director of PT. Pollux Mr. Low graduated from National
Investasi International Tbk, PT. Golden University of Singapore with a Bachelor
Flower Tbk and PT Pollux Properti of Laws (Honours) degree. He is also
Indonesia Tbk, all listed on the Indonesia the Lead Independent Director of
Stock Exchange. Moya Holdings Asia Limited and Non-
Executive Chairman of Eneco Energy
Limited and Capital World Limited.
Mr. Pradopo, 65, was appointed as an Mr. Tan, 55, was appointed as an
Independent Director of the Company Independent Director of the Company
on 18 March 2014. He was the former on 9 December 2020. He has over 20
Head of Indonesian Police from 2010 to years of work and academia experience
2013. He has 37 years of experience in in areas of accounting, auditing, tax
the Indonesian Police Department and advisory, risk and corporate advisory
held several high-ranking positions in and regulatory compliance. He is the
the Indonesian Police Department such co-founder of Kreston Ardent CAtrust PAC.
as the Head of Central Jakarta Police
Department (in 2010) as well as the Head Mr. Tan holds a Masters in Business
of West Java Police Department (from Administration from University of
2008 to 2010). Birmingham. He is a fellow member of
the Institute of Singapore Chartered
Mr. Pradopo graduated from the Accountants and the Association of
Indonesian Police Academy in 1978 Chartered Certified Accountants, UK. He
and the Indonesian Police Higher is also a member of Singapore Chartered
Administration Staff School in 2001. He Tax Professionals Limited and Singapore
does not hold any directorship in other Institute of Directors. He is also an
listed companies whether in or outside Independent Director of Serial System
Singapore. Ltd and Second Chance Properties Ltd.
Key Management
MR. LAU WEI KIAN
Financial Controller
Mr. Lau, 38, is the Financial Controller of the Company. He joined the Company
in July 2019. He is responsible for overseeing the finance and accounting
functions of the Company and the Group. Prior to joining the Company, he was
a Group Financial Controller of a company dual listed on the Mainboard on the
Singapore Exchange Securities Trading Limited (delisted on 24 August 2018)
and Mainboard on the Hong Kong Stock Exchange. Prior to that, he was an
auditor in Ernst and Young LLP (Singapore) and Deloitte & Touche (Malaysia).
Mr. Lau holds a Bachelor of Accounting from the Multimedia University, Malaysia.
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Overview in 9M2020
Revenue
S$6.78 million
The Group’s revenue comprises
income from the serviced apartment,
Revenue
rental income under property
investment segment and income from
0.01 cents
management and advisory services
under fund management segment. The
Earnings Per Share
decline in revenue of 54.7% was largely
due to the decrease in income from
serviced apartment and rental income
S$5.71 million
Gross Profit
from commercial units during 9M2020.
Due to the outbreak of COVID-19, the
average daily rate for the serviced
apartment was significantly reduced
43%
Gearing Ratio
despite occupancy rates maintaining
at 78% in 9M2020 as compared to 75%
in prior period. The decline in rental
income for commercial units was mainly
due to the expiry of leases for former
tenanted units in the commercial office
building, MacDonald House.
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29.88 2.58
FY17 FY17
15.30 58.33
FY18 FY18
14.08 4.83
FY19 FY19
14.98 2.25
FY20 FY20
6.78 0.19
9M2020 9M2020
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Income Tax Expense The decrease of S$13.21 million was mainly due
The decrease in income tax expense of S$0.01 million to (i) repayment of the amount due from related
was mainly due to lower taxable profit during 9M2020. companies; (ii) fair valuation loss of investment
properties; and (iii) reduction in the investment in
As a result of the above, the Group recorded a net profit an associate due to the acquisition of the remaining
of approximately S$187,000 during 9M2020 compared shares of the associate.
to a profit of S$2.25 million in FY2020.
Liabilities
Balance Sheets Total liabilities stood at S$178.61 million as at 31
The financial position of the Group remained strong December 2020 as compared to S$192.01 million as at
with net assets of S$195.61 million as at 31 December 31 March 2020.
2020. The Group‘s cash and cash equivalents stood at
S$31.64 million as at 31 December 2020 as compared The decrease of S$13.40 million was mainly due to (i)
to S$11.50 million as at 31 March 2020. The increase in the partial settlement of the loan from joint venture
cash and cash equivalents was mainly due to the return (ii) the repayment of loans and borrowings; and (iii)
of proceeds due from related companies. decrease in other payables from the settlement of non-
trade vendors and suppliers.
REVENUE BY
BUSINESS SEGMENTS 14.98
14.08
Property Investment
8.63
Property Development 6.67 6.71
5.36
Fund Management
0.07
12.68
11.79
GROSS PROFIT BY
BUSINESS SEGMENTS
6.36
5.64
Property Investment
3.01
Property Development
Fund Management 0.34
(0.93) 0.07
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Our aim to balance our economic interests with engagement of a diversified and competent workforce
environmental concerns are our utmost priority. We while increasing innovation. The Group provides
conduct our businesses in a transparent manner while opportunities for employees to improve their skills
upholding high standards of ethical business practices set and knowledge to increase job productivity and
and corporate governance. We pursue environmental satisfaction. Events, training programmes and seminars
and economic efficiencies in our daily operations. From are conducted for employees covering areas on audit,
reducing energy consumption and mitigating wastages, accounting and human resource compliance.
we strive to minimise the impact our businesses have
on the environment mainly by partnering with energy Volunteering activities are highly encouraged, we
believe that when our employees contribute their time
efficient vendors.
and effort to worthy causes, they would in turn develop
professionally and personally, with a greater sense of
Over the years, the Group had been committed to to giving back by using our expertise and resources to
fair and merit-based employment practices. Anti- address the needs in our communities. By adopting
corruption, non-discrimination and diversity, employee a proactive approach to promote corporate social
engagement, workplace safety and training are our responsibility, we create a culture of social inclusiveness
core practices in ensuring a conducive workplace and integration, providing a trusted platform for our
employees to engage in environmental causes.
environment.
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— Auditors
— Remuneration and Ernst & Young LLP
Nominating Committee One Raffles Quay, North Tower, Level 18
Singapore 048583
Low Chai Chong (Chairman)
Partner-in-charge :
Tan Lye Heng Paul
Ang Chuen Beng
Timur Pradopo
Date of appointment :
From financial year ended 31 March 2020
— Company Secretary
Chew Bee Leng
— Sponsor
SAC Capital Private Limited
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Pollux Properties Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”) are committed to maintaining
a high standard of corporate governance within the Group so as to ensure greater transparency and protection of
shareholders’ interests. The Group supports the spirit of the Code of Corporate Governance 2018 (the “Code”) and
accompanying Practice Guidance issued in August 2018, whilst also recognising that it needs to develop and maintain
its own corporate governance processes to meet its specific business needs.
This report outlines the Group’s corporate governance processes and structures that were in place throughout the
financial period ended 31 December 2020 (“9M2020”), with specific reference made to each of the principles of the
Code. The board of directors (the “Board” or the “Directors”) of the Company confirms that, for 9M2020, the Group has
adhered to the principles and provisions as set out in the Code. Where there were any deviations from any provisions
of the Code, appropriate disclosures and explanations are provided in this report.
The Board will review and set out the appropriate corporate governance practices to comply with the Code in the next
annual report covering the financial year ending 31 December 2021.
BOARD MATTERS
Principle 1: The Company is headed by an effective Board which is collectively responsible and works with the
Management for the long-term success of the company.
The primary role of the Board is to protect and enhance long-term value and returns for the shareholders. The Board
approves the Group’s strategic plans, key business initiatives, major investments and funding decisions, and ensures
the business affairs of the Group are effectively managed and conducted by the management of the Company
(the “Management”).
The Board has adopted internal guidelines for cheque signatories and approval of capital and operating expenditures
to optimise operational
efficiency. Additionally, the Board has direct responsibility for decision-making in respect of the following:
(a) providing entrepreneurial leadership, setting the strategic directions and goals of the Company and ensuring
that adequate resources are available to meet these objectives;
(b) establishing a framework of prudent and effective controls which enables risks to be assessed and managed,
including safeguarding of shareholders’ interests and the Company’s assets;
(c) overseeing and monitoring the management and affairs of the Company;
(d) monitoring and reviewing the Management’s performance towards achieving organisational goals;
(e) oversee the evaluation of the adequacy and effectiveness of financial reporting, internal controls and risk
management frameworks;
(f) monitor the financial performance of the business including approval of release of the annual and interim
financial reports and interested person transactions;
(g) identifying the key stakeholder groups and recognising that their perceptions affect the Company’s reputation;
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(h) ensuring accurate and timely reporting to, and communication with shareholders;
(i) ensuring the Company’s compliance with laws, regulations, policies, directives, guidelines and internal code of
conduct;
(j) determining and setting the Company’s values and standards, including ethical standards, and ensuring that
obligations to shareholders and other stakeholders are understood and met; and
(k) considering sustainability issues, including environmental and social factors, in the formulation of the
Company’s strategies.
Each individual Director has objectively discharged his duties and responsibilities at all times as fiduciaries in the
interests of the Company. Directors who are in any way, directly or indirectly, interested in a transaction or proposed
transaction have to declare the nature of their interests in accordance with the provisions of the Companies Act,
Chapter 50 of Singapore (the “Companies Act”).
The Company has adopted internal guidelines governing matters that require the Board’s approval, and clear
directions have also been given to the Management on the following matters must be approved by the Board:
(d) policies and procedures, delegation of authority matrix, code of conduct and business ethics;
All relevant information on material events and transactions will be circulated to the Directors as and when they arise.
To facilitate effective management and without abdicating the Board’s responsibility, certain functions of the
Board have been delegated to various Board committees (“Board Committees”). The Board is assisted by an Audit
Committee (“AC”) as well as a Remuneration and Nominating Committee (“RNC”), each of which functions are clearly
defined in their respective terms of reference and operating procedures which are reviewed by the Board on a
regular basis. The RNC and AC comprise Non-Executive Directors, all of whom including the Chairman of each Board
Committee, are independent.
The Board meets on a half-yearly basis to review the financial performance of the Group and approve the release
of the Group’s half-year and full-year financial results. Additional meetings of the Board may be held as and when
circumstances require. The Constitution of the Company (the “Constitution”) allows meetings of the Board and Board
Committees to be conducted by way of teleconference and videoconference. The Directors normally set dates of the
meetings of the Board and Board Committees well in advance.
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The attendance of Directors who were in office during 9M2020 at meetings of the Board and Board Committees held
in 9M2020 are set out below:
* Refers to meetings held and attended while each Director was in office.
(1) Mr. Po Sun Kok has resigned as a Director of the Company and ceased to be the Chairman of the Board on 29 January 2021.
(2) Madam Luciana has resigned as a Director of the Company and ceased to be the Deputy Chairman of the Board on 29 January 2021.
(3) Mr. James Kho Chung Wah has resigned as a Director of the Company and ceased to be the Chairman of the Audit Committee and a member
of the Remuneration and Nominating Committee on 8 December 2020.
(4) Mr. Tan Lye Heng Paul was appointed as a Director of the Company, Chairman of the Audit Committee and a member of the Remuneration
and Nominating Committee on 9 December 2020.
To ensure that the Board is able to fulfill its responsibilities, the Management provides the Board with a management
report containing complete, adequate and timely information prior to Board meetings as well as a report of the
Group’s ongoing activities. In addition to the business plans submitted to the Board for approval, the Board is
provided with board papers and related materials in respect of the Group’s performance, position and prospects as
and when requested.
The Management will also keep the Board apprised of material variances between the actual results, corresponding
period of the last financial year and the budget with appropriate explanation on such variances.
The Board, the Board Committees and every Director have separate and independent access to the Management
and are entitled to request for additional information as needed to make informed decisions. The appointment and
removal of the Company Secretary is a matter for the Board to decide as a whole.
The Directors may seek independent professional advice as and when necessary in furtherance of their duties.
The appointment of such professional advisors is subject to approval by the Board. Any cost of obtaining such
professional advice will be borne by the Company.
In addition, all Directors have separate and independent access to the Company Secretary. The Company Secretary
attends all meetings of the Board and Board Committees and prepares minutes of meetings of the Board and of the
Board Committees which are circulated for review. The Company Secretary is also responsible for ensuring that Board
procedures and all other rules and regulations applicable to the Company are followed and advises the Board of the
requirements of the Company’s Constitution, the Companies Act and the Listing Manual Section B: Rules of Catalist of
the Singapore Exchange Securities Trading Limited (“SGX-ST”) (the “Catalist Rules”).
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Newly appointed Directors will be issued a formal letter by the Company Secretary setting out their statutory duties
and obligations as a Director upon their appointment.
The Management will organise orientation programmes for new Directors to familiarise them with the Group’s
operations and business issues as well as the relevant regulations and governance requirements. In accordance with
the Catalist Rules 406(3)(a) as amended on 1 January 2019, the NC will ensure that newly appointed Directors who
do not have prior experience as a director of a public listed company in Singapore attend the mandatory training
in the roles and responsibilities of a director as prescribed by the SGX-ST within one year from the date of their
appointment.
The Company provides timely information to the Directors on Board’s processes, corporate governance practices and
updates on changes to laws and regulations. The Directors are also encouraged to keep themselves abreast of the
latest developments relevant to the Company or themselves. Where necessary, the Directors will be updated on new
legislation and/or regulations and changing commercial risks, from time to time, which are relevant to the Group.
News releases issued by the SGX-ST and Accounting and Corporate Regulatory Authority (“ACRA”) which are relevant
to the Directors are circulated to the Board. The Directors are kept informed of upcoming conferences and seminars
relevant to their roles as Directors of the Company. Such conferences and seminars as well as other training courses
will be arranged and funded by the Company for all Directors. Annually, the external auditors will update the AC and
the Board on any new and revised financial reporting standards which are relevant to the Group.
During the period under review, Directors are provided with briefings and updates (i) on the developments in financial
reporting and governance standards by the external auditors; and (ii) on changes in the relevant laws and regulations
pertaining to the Group’s business and changing commercial risks and business conditions of the Group by the
Management on monthly basis and during the meetings of the Board and Board Committees.
The Board adopted a set of ethical values and standards which establish the fundamental principles of professional
and ethical conduct expected of the Directors in the performance of their duties. It includes guidelines on matters
relating to conflicts of interest. When an actual, potential and perceived conflict of interest arise, the concerned
Director must disclose such interest, recuse himself or herself from discussions and decisions involving the matter,
unless the Board is of the opinion that his/her presence and participation is necessary to enhance the efficacy of such
discussion. Nonetheless, he/she is abstained from voting in relation to the conflict-related matters.
Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its
composition to enable it to make decisions in the best interests of the company.
The Board presently comprises four (4) Directors, three (3) of whom are Independent Directors. In accordance with
Provision 2.3 of the Code, the Board comprises three (3) Non-Executive Directors which makes up a majority of the
Board. In addition, the Board had on 29 January 2021 appointed Mr. Low Chai Chong, an independent Director, as the
Chairman of the Board. Details of the Directors are as set out below:
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Nico Purnomo Po Director and Chief Executive 31 March 2008 26 July 2019
Executive Officer
Low Chai Chong Director, Chairman of Non-Executive/ 1 September 2010 29 September 2020
the Board, Chairman Lead Independent
of RNC and member
of AC
Timur Pradopo Director, member of Non-Executive/ 18 March 2014 26 July 2019
AC and RNC Independent
Tan Lye Heng Paul(1) Director, Chairman Non-Executive/ 9 December 2020 N.A.
of AC and member of Independent
RNC
(1) Mr. Tan Lye Heng Paul was appointed as a Director of the Company, Chairman of the Audit Committee and a member of the Remuneration
and Nominating Committee on 9 December 2020.
The profiles and key information of the individual Directors as well as their respective shareholdings in the Company
are set out in the “Board of Directors” and “Directors’ Statement” sections of this annual report respectively.
The Board and RNC remain committed to continuously review the adequacy of the composition on the Board and
ensure that at all times, the Board will be in compliance with the intent of Principle 2 of the Code. The independence
of the Directors is reviewed annually by the RNC. The RNC adopts the Code’s definition as to what constitutes an
Independent Director in its review. The RNC and the Board have reviewed and ascertained that all Independent
Directors are independent according to the Code, its Practice Guidance and Rules 406(3) (d)(i) and 406(3)(d)(ii) of the
Catalist Rules and noted that:
(a) the Independent Directors: (i) are not employed by the Company or any of its related corporations in the
current or any of the past three (3) financial years; and (ii) do not have an immediate family member who is
employed or has been employed by the Company or any of its related corporations in the current or any of the
past three (3) financial years, and whose remuneration is determined by the RNC;
(b) none of the Independent Directors and their immediate family member had in the current or immediate past
financial year (i) provided or received material services or significant payments to and/or from the Group
when aggregated over any financial year in excess of S$50,000 for services other than compensation for board
service; or (ii) was a substantial shareholder, partner, executive officer or a director of any organisation which
provided or received material services or significant payments to and/or from the Group when aggregated over
any financial year in excess of S$200,000 for services rendered;
(c) none of the Independent Directors are directly associated with a substantial shareholder of the Company.
Each Independent Director is required to complete a Director’s Independence Checklist annually to confirm his
independence based on the guidelines as set out in the Code and the Catalist Rules. The Independent Directors have
confirmed that they do not have any relationship with other Directors, the Company or its related corporations or its
officer or its substantial shareholders, that could interfere, or be reasonably perceived to interfere with the exercise of
their independent business judgement with a view to the best interests of the Company. The Independent Directors
have also confirmed their independence in accordance with the Catalist Rules. Taking into consideration the RNC’s
review and the confirmation received from the Independent Directors, the Board is of the view that Mr. Low Chai
Chong, Mr. Timur Pradopo, and Mr. Tan Lye Heng Paul are independent.
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The independence of any director who has served on the Board beyond nine years from the date of his appointment
would be subject to particularly rigorous review. In respect of Mr. Low Chai Chong who has served the Board for
more than nine (9) years, the Board has considered especially his length of service and his continued independence.
The Board has determined that Mr. Low Chai Chong remained independent of character and judgement and there
were no relationship or circumstances which were likely to affect, or could appear to affect his judgement. The
independence of character and judgement of the Director concerned was not in any way affected or impaired by the
length of service. Therefore, the Board is satisfied as to the performance and continued independence of judgement
of Mr. Low Chai Chong.
Pursuant to Rule 406(3)(d)(iii) of the Catalist Rules, a director who has served on the board for a cumulative period of
9 years from the date of their first appointment will no longer be eligible to be designated as an independent director
unless a resolution from shareholders present and voting at the general meeting is sought, and approved in separate
resolutions by (a) all shareholders and (b) shareholders excluding the directors, chief executive officer, and their
associates. The aforesaid rule will come into effect on 1 January 2022.
Therefore, the Company intends to seek approvals for the continued appointment of Mr. Low Chai Chong as an
Independent Director at the Company’s annual general meeting in calendar year 2021. In accordance with Rule 406(3)
(d)(iii) of the Catalist Rules, such approvals will remain valid until the earlier of (i) the retirement or resignation of the
director; or (ii) the conclusion of the third (3rd) annual general meeting following such approvals.
Mr. Low Chai Chong was first appointed to the Board on 1 September 2010 and he has served on the Board for more
than nine (9) years.
Notwithstanding that he was on the Board for more than 9 years, the RNC and the Board are of the view that Low Chai
Chong is independent, having considered the following:
(i) he has exercised objective character and judgment in providing his advice and insights;
(ii) he has sought clarification of matters and challenged proposals put forward by management from time to
time as he deemed fit;
(iv) he did not receive any gift or financial assistance from the Group;
(v) he has no personal and business relationship with the Company’s substantial shareholders, executive directors
or management that could impair his fair judgement;
(vi) he is non-executive and he does not interfere with the day-to-day management of the business operations or
participate in any operational or management meetings;
(vii) he is not financially dependent on fees received from the Company and his fees are not linked to the financial
performance of the Group.
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The RNC had also conducted the following reviews and assessment:
(a) performance assessment on Mr. Low Chai Chong done by the other Directors; and
In consideration of the above, the Board has determined that Mr. Low Chai Chong’s tenure in office does not affect his
ability to discharge his duties as Independent and Non-Executive Chairman of the Board, the Chairman of the RNC
and the member of AC. Mr. Low Chai Chong was not involved in the deliberation of his continued appointment with
the Board.
In the event that shareholders do not approve the appointment of Mr. Low Chai Chong as Independent Director
of the Company, he will remain on the Board as Non-Executive and Non-Independent Director. Consequently, on
and from 1 January 2022, he shall cease as the Chairman of the RNC in compliance with the Code and terms of
reference of the RNC. In view thereof, the Board of Directors shall take appropriate steps to appoint an independent
non-executive Director to be the Chairman of the RNC to comply with the Code, the Catalist Rules and terms of
reference of the RNC before 1 January 2022.
Currently, the Company does not have a Board diversity policy as provided by Provision 2.4 of the Code but the
size and composition of the Board is reviewed on an annual basis by the RNC to ensure that the Board has the
appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for effective
functioning and informed decision-making. When a vacancy arises under any circumstances, or where it is considered
that the Board would benefit from the services of a new Director with particular skills, the RNC, in consultation with
the Board, determines the selection criteria and selects candidates with the appropriate expertise and experience for
the position. The RNC then nominates the most suitable candidate for appointment by the Board to the Company.
The Board and the RNC have considered and are satisfied that the current size of the Board of four (4) Directors is
appropriate taking into consideration the existing nature and scope of the operations of the Group.
The Board and the RNC are also satisfied that the current Board as a group has core competencies in accounting
and finance, legal, business and management experience, industry knowledge, strategic planning experience and
customer- based experience or knowledge.
The Non-Executive Directors provide, amongst other things, strategic guidelines to the Company based on their
professional knowledge and experience. They constructively challenge and help develop directions on strategy
and review the performance of the Management in achieving agreed targets and objectives. To facilitate a more
effective check on the Management, the Non-Executive Directors are encouraged to arrange for meetings without the
Management being present at times deemed necessary.
Led by the Chairman, the Independent Directors will meet, where necessary, without the presence of the other
Directors, and the Chairman will provide feedback to the CEO after such meetings as deemed appropriate.
In general, the Board is able to exercise objective judgment independently from the Management and no individual or
small group of individuals dominates the decision-making of the Board.
35
Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management,
and no one individual has unfettered powers of decision-making.
Mr. Low Chai Chong is currently the Non-Executive and Independent Chairman of the Board while Dr. Nico
Purnomo Po is the Chief Executive Officer (“CEO”). There is a clear division of roles and responsibilities between the
Non-Executive Chairman and the CEO. The Non-Executive Chairman leads and manages the business of the
Board whilst the CEO and his team of management staff translate the Board’s decisions into executive action. The
segregation of the roles and responsibilities of the Chairman and the CEO ensures an appropriate balance of power,
increased accountability and greater capacity of the Board for independent decision-making.
(a) leading the Board to ensure its effectiveness on all aspects of its role;
(b) setting the agenda for the meetings of the Board and instructing the Company Secretary to disseminate it to all
Directors before each meeting;
(d) ensuring the Board members engage the Management in constructive debate on various matters including
strategic issues;
(e) ensuring that the Directors receive complete, adequate and timely information;
(g) facilitating the effective contribution of all directors, the Non-Executive Directors in particular; and
The CEO is responsible for implementing the Group’s strategies and policies, making strategic and business
investment decisions as well as the overall management and performance of the Group. The Board is of the opinion
that there is a balance of power and authority within the Board. The Chairman encourages constructive relations
within the Board and between the Board and the Management to facilitate effective contribution of all Directors. The
Chairman is assisted by the Board Committees in ensuring compliance with the Company’s standards of corporate
governance.
Notwithstanding that the Chairman of the Board is independent, Mr. Low Chai Chong remains as the Lead
Independent Director and is available to shareholders when they have concerns and for which contact through the
normal channels of communication with the CEO or the Financial Controller has failed to resolve, or for which such
contact is inappropriate.
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Board Membership
Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of
directors, taking into account the need for progressive renewal of the Board.
The RNC was formed in June 2003 through the merger of the Nominating Committee and the Remuneration
Committee of the Company. Currently, the RNC comprises three (3) Non-Executive Directors, all of whom including the
Chairman of the RNC are independent. The Chairman of the RNC is not a substantial shareholder of the Company or
directly associated with any substantial shareholder of the Company.
The RNC has written terms of reference setting out its authority and duties, and regulates its procedures and in
particular, the calling and frequency of meetings, the notice to be given of such meetings, the voting and proceedings
thereat. The Company also maintains records of the deliberations and proceedings of the meetings of the RNC. The
key terms of reference of the RNC are as follows:
(a) the RNC shall comprise not fewer than three (3) Directors, a majority of whom shall be independent;
(b) the Chairman of the RNC shall be an Independent Non-Executive Director; and
(c) the Board shall within three (3) months of cessation of a member appoint a new member from the date of
cessation so that the number of members of the Board does not fall below three (3) if a member, for any
reason, ceases to be a member.
The RNC handles both nominating and remuneration matters of the Company. With regards to nominating matters,
the RNC pursuant to its written terms of reference shall:
(a) establish procedures for and make recommendations to the Board on all Board appointments and re-
appointments and on relevant matters relating to the succession plans of the Board;
(b) review re-nominations, having regard to the Director’s contribution and performance (e.g. attendance,
preparedness and participation) including, if applicable, as an Independent Director;
(c) decide whether the Director is able to and has been adequately carrying out his duties as a Director when the
Director has multiple board representations;
(e) establish procedures for the evaluation of the Board’s performance and propose objective performance
criteria, which shall be approved by the Board;
(f) assess the effectiveness of the Board as a whole and the Board Committees as well as assess the contribution
by each individual Director to the effectiveness of the Board;
(g) identify gaps in the mix of skills, experience and other qualities required in an effective Board and nominate or
recommend suitable candidate(s) to fill these gaps;
37
(h) ensure that all Board appointees undergo an appropriate induction programme;
(i) review annually the Board’s structure, size and composition and make recommendations to the Board with
regards to any adjustments that are deemed necessary; and
(j) recommend the appropriate training and professional development programmes for the Board.
The RNC’s role in respect of remuneration matters is separately disclosed under Principle 6 (Procedures for
Developing Remuneration Policies).
The RNC is charged with determining the independence of the Directors as set out under Provision 2.1 of the Code.
The RNC conducts an annual review of the Directors’ independence and is of the view that Mr. Low Chai Chong,
Mr. Timur Pradopo and Mr. Tan Lye Heng Paul are independent. The Board noted that Mr. Low Chai Chong is a partner
at Dentons Rodyk & Davidson LLP (“Dentons Rodyk”) which provides legal and corporate secretarial services to and
receives fees from the Group. Nevertheless, the RNC has considered Mr. Low Chai Chong to be independent as the
aggregate payments to Dentons Rodyk for the services rendered during 9M2020 were not significant. Furthermore,
Mr. Low Chai Chong does not hold a substantial interest in Dentons Rodyk. Mr. Low Chai Chong has been and is
capable of maintaining his objectivity and independence at all times in discharging his duties and responsibilities.
Currently, none of the Directors hold excessive number of board representations. Nonetheless, the Board has set the
maximum number of listed company board representations each Director may hold to be eight (8). When a Director
has multiple board representations, the RNC also considers whether or not the Director is able to and has adequately
carried out his duties as a Director of the Company. The RNC is satisfied that sufficient time and attention has been
given by the Directors to the affairs of the Company, notwithstanding that some of the Directors have multiple board
representations.
The listed company directorships and principal commitments* of the Directors are set out in the table below:
38
39
* The term “principal commitments” includes all commitments which involve significant time commitment such as full-time occupation,
consultancy work, committee work, non-listed company board representations and directorships and involvement in non-profit organisations.
Where a director sits on the boards of non-active related corporations, those appointments should not normally be considered principal
commitments.
In the selection process for the appointment of new Directors, the RNC will review the composition of the Board and
identify the skill sets which enhance the Board’s overall effectiveness. Potential candidates are identified from various
sources including personal networks. In assessing the suitability of a candidate to be appointed to the Board, the RNC
will consider if he or she is able to make the appropriate contributions to the Board and the Group. The key factors
which the RNC will take into consideration are:
(a) qualifications, industry knowledge and functional expertise which are relevant and beneficial to the Group; and
(b) extensive experience and business contacts in the industry in which the Group operates.
The proposed candidates’ independence (if necessary) will also be considered before the RNC makes its
recommendations to the Board. The new Directors will then be appointed by the Board.
The RNC is in charge of nominating the Directors for re-appointment, having regard to their competencies,
commitment, contribution and performance, including but not limited to attendance, preparedness, participation
and candour. Under the Company’s Constitution, a Director newly appointed by the Board shall hold office only until
the next annual general meeting (“AGM”) of the Company and shall then be eligible for re-election at the AGM. In
addition, at least one-third of the Directors for the time being shall retire from office by rotation at each AGM of the
Company, provided all Directors (including managing directors and executive directors) shall retire by rotation at least
once every three (3) years.
The RNC has reviewed and is satisfied that the Directors who are retiring in accordance with the Company’s
Constitution at the forthcoming AGM of the Company are properly qualified for re-appointment by virtue of their skills,
experience and contributions. The RNC has recommended to the Board that Mr. Tan Lye Heng Paul and Mr. Timur
Pradopo who are retiring pursuant to Regulation 88 and Regulation 89 of the Company’s Constitution respectively, be
nominated for re-election as Directors at the forthcoming AGM of the Company. Pursuant to Rule 720(5) of the Catalist
Rules, the additional information set out in Appendix 7F of the Catalist Rules relating to the retiring directors, Mr. Tan
Lye Heng Paul and Mr. Timur Pradopo, who are submitting themselves for re-appointment, are disclosed below and
to be read in conjunction with their respective biography under the “Board of Directors” section of the annual report.
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41
42
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(i) any corporation which Yes. Mr. Tan Lye Heng Paul is an No
has been investigated for independent director of Serial
a breach of any law or System Ltd (“Serial System”) since
regulatory requirement June 2011.
governing corporations in
Singapore or elsewhere; or It was announced on 28 June 2018
that the Executive Chairman and
Group CEO of Serial System had
been requested to personally assist
in investigations under the Securities
and Exchange Act of Taiwan. The
investigations had been concluded
as announced on 14 April 2020 with
no further action being taken on
the Executive Chairman and Group
CEO of Serial System. Mr. Tan Lye
Heng Paul is not the subject of the
investigation by the Taiwanese
authorities.
44
Each member of the RNC shall abstain from voting on any resolution and making any recommendation and/or
participating in any deliberations of the RNC in respect of the assessment of his performance or re-nomination as a
Director. Accordingly, Mr. Tan Lye Heng Paul and Mr. Timur Pradopo, as members of the RNC, have abstained from
voting on any resolutions in relation to the assessment of their performance as a Director.
Board Performance
Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each
of its board committees and individual directors.
The RNC has implemented a formal review process to assess the effectiveness of the Board and the individual
Director’s performance on an annual basis. All members of the Board are required to complete and return the
evaluation forms to an independent coordinator (the “Independent Coordinator”) directly and in confidence within
four (4) weeks after the end of each financial year. The Independent Coordinator will then collate the results and
forward them to all members of the RNC for discussion. The RNC will thereafter report its findings to the Board.
For the purpose of its evaluation of the Directors’ performance, the RNC focuses on whether the Directors, individually
or collectively, possess the background, experience, competencies in finance and management skills critical to the
Group’s business as well as whether each Director, with his special contributions, brings to the Board an independent
and objective perspective to enable sound, balanced and well considered decisions to be made.
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The performance criteria for the board evaluation are in respect of the board composition and independence,
board processes, board information and accountability, board’s review risk and internal controls and the Company’s
performance of industry comparative date.
Factors taken into account in the assessment of a Director’s performance include his abilities and competencies, his
objectivity and the level of participation at Board and Board Committee meetings including his contribution to Board
processes as well as the business strategies and performance of the Group.
The Board, together with the RNC, is of the view that due to the relatively small size of the Board and given the
background, experience and expertise of each Director, assessment by the RNC of the effectiveness of the Board as a
whole and each Director’s performance is sufficient and it would not be necessary to assess the effectiveness of the
Board Committees.
The RNC, having reviewed the overall performance of the Board in terms of its role and responsibilities as well as
the conduct of its affairs as a whole for 9M2020, and the peer assessment of each Director, is of the view that the
performance of the Board as a whole, and the contribution of each Director to the effectiveness of the Board has been
satisfactory. No external facilitator had been engaged by the Board for this purpose.
REMUNERATION MATTERS
Principle 6: The Board has a formal and transparent procedure for developing policies on director and
executive remuneration, and for fixing the remuneration packages of individual directors and key
management personnel. No director is involved in deciding his or her own remuneration.
The RNC comprises three (3) members, all of whom, including the Chairman, are Independent Directors. The
members of the RNC are as follows:
With regards to remuneration matters, the RNC pursuant to its written terms of reference shall:
(a) review and recommend to the Board a framework of remuneration for the Directors and key management
personnel which covers Directors’ fees, where applicable, basic salaries, allowances, bonuses and benefits-in-
kind;
(b) review the remuneration packages of all managerial staff who are related to any of the Directors;
(c) review the performance of key management personnel to enable the RNC to determine their annual
remuneration and bonus rewards and etc; and
(d) recommend to the Board, in consultation with the key management personnel and the CEO, any long-term
incentive scheme.
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The RNC is tasked to provide a formal, transparent and objective procedure for fixing the remuneration packages of
individual Directors and to ensure that the level of remuneration paid by the Company serves to attract, retain and
motivate the employees needed to manage the Company successfully. All aspects of remuneration, including but not
limited to Directors’ fees, salaries, allowances, bonuses and other benefits-in-kind shall be covered by the RNC. The
recommendations made by the RNC will be submitted for endorsement by the Board. Each member of the RNC shall
abstain from voting on any resolutions in respect of his remuneration package.
The RNC has access to professional advice from experts outside the Company on remuneration matters as and when
necessary. The RNC will ensure that existing relationships between the Company and its appointed remuneration
consultants, if any, will not affect the independence and objectivity of the remuneration consultants. The Company
will also disclose the names and firms of the remuneration consultants (if any) in the annual remuneration report, and
include a statement on whether the remuneration consultants have any such relationships with the Company. The
Company did not engage any remuneration consultant in respect of the remuneration matters of the Group during
9M2020.
The RNC is of the view that it is currently not necessary to use contractual provisions to allow the Company to reclaim
incentive components of remuneration from the Executive Director and key management personnel in exceptional
circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Company. The
RNC will review the compensation commitments of the Directors’ or key management personnel’s contracts of service
as and when necessary to ensure that such contracts of service contain fair and reasonable termination clauses.
Principle 7: The level and structure of remuneration of the Board and key management personnel are
appropriate and proportionate to the sustained performance and value creation of the Company, taking into
account the strategic objectives of the Company.
The Group sets remuneration packages which are competitive and sufficient to attract, retain and motivate Directors
and key management personnel with adequate experience and expertise to manage the business and operations of
the Group. In setting remuneration packages, the Group takes into account salary and employment conditions within
the same industry and in comparable companies. The Group adopts a remuneration policy for the Executive Director,
comprising a basic salary component as well as a bonus component, which is performance-based and seeks to align
the interests of the Executive Director with those of the shareholders of the Company.
Currently, the Company does not have any long-term incentive scheme. The RNC will consider recommending the
implementation of incentive schemes for the executive and non-executive directors as well as key management
personnel as and when it considers appropriate.
All Directors, excluding the Executive Director, are paid Directors’ fees, determined by the Board based on the effort,
time spent and responsibilities of the Directors. The payment of such fees to the Directors is subject to approval of
shareholders at the AGM of the Company. The Independent Directors have not been over-compensated to the extent
that their independence is compromised.
Non-Executive Directors have no service contracts with the Company. The Executive Director has a service contract
with the Company, which can be terminated by either the Company or the Executive Director giving not less than
three (3) months’ notice in writing.
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The Company does not use contractual provisions to allow the Company to reclaim incentive components
of remuneration from the Executive Director and key management personnel in exceptional circumstances of
misstatement of financial results, or of misconduct resulting in financial loss to the Company. The Executive Director
owes a fiduciary duty to the Company, and hence, the Company should be able to avail itself of remedies against the
Executive Director in the event of such breach of fiduciary duties. The RNC will review such contractual provisions with
the Executive Director and key management personnel as and when necessary.
Disclosure on Remuneration
Principle 8: The Company is transparent on its remuneration policies, level and mix of remuneration, the
procedure for setting remuneration, and the relationship between remuneration, performance and value
creation.
The compensation package for employees including the executive directors and key management personnel
comprise a fixed component (base salary), a variable component (cash-based annual bonus) and benefits-in-kind,
where applicable, taking into account factors such as the individual’s performance, the performance of the Group and
industry practices.
A breakdown of the remuneration of the Directors and key management personnel (who are not Directors or the CEO)
for 9M2020 is set out below:
(1) Directors’ fees are subject to the approval of the Company’s shareholders at the forthcoming AGM of the Company.
(2) Other benefits include transport and accommodation allowance paid during 9M2020.
(3) Mr. James Kho Chung Wah resigned as a Director on 8 December 2020. Hence, his Director’s fee was calculated on a pro-rata basis.
(4) Mr. Tan Lye Heng Paul was appointed as a Director on 9 December 2020. Hence, his Director’s fee was calculated on a pro-rata basis.
Note (a) The Company has only one (1) key management personnel (who is not a Director nor the CEO) in 9M2020.
There were no termination, retirement and post-employment benefits granted to the Directors and key management
personnel (who are not Directors or the CEO).
48
After due consideration, the Board has decided not to disclose the remuneration of the individual Directors in full
and the aggregate total remuneration paid to the key management personnel (who are not Directors or the CEO) due
to the competitive pressures and disadvantages that may result from such disclosure as well as for confidentiality
reasons.
Save for Dr. Nico Purnomo Po who is the son of Mr. Po Sun Kok and Mdm. Luciana, former Directors of the Company,
the Company does not have any employee who is an immediate family member of any Director, the CEO or a
substantial shareholder of the Company, and whose remuneration exceeds S$100,000 during 9M2020.
Currently, the Company does not have any share-based compensation scheme or any long-term incentive scheme
involving the offer of shares or options in place.
Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a
sound system of risk management and internal controls, to safeguard the interests of the company and its
shareholders.
The Board endeavors to ensure that the annual audited financial statements as well as the half yearly and full year
announcements of the Group’s financial results present a balanced and comprehensible assessment of the Group’s
performance, position and prospects. The Board takes adequate steps to ensure compliance with the relevant
legislative and regulatory requirements and observes obligations of continuing disclosure under the Catalist Rules.
During 9M2020, the Board has reviewed reports submitted by the Management to ensure compliance with all the
Group’s policies, operational practices and procedures and relevant legislative and regulatory requirements.
In line with the Catalist Rules, the Board has also provided a negative assurance statement to shareholders in respect
of the half yearly results announcement.
Risk Management
The Board acknowledges that it is responsible for the overall internal control framework and the maintenance of a
sound system of risk management and internal controls.
An Enterprise Risk Management (“ERM”) Committee which comprises senior personnel from the operational and
financial aspects has been established since FY2017. The ERM Committee has reviewed the Group’s business and
operational activities to identify areas of significant business risks as well as appropriate measures to control and
mitigate these risks.
For the key operational, financial, compliance, human capital, environment and information technology risks
identified, the ERM Committee will ensure the adequacy and effectiveness of the internal controls implemented to
manage the identified risks based on the ERM framework executed.
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The Board has overseen the Management in the design, implementation and monitoring of the risk management
system. On an annual basis, the ERM Committee will report to the Board the processes, risks, and risk mitigating
controls that are in place and provide updates on the status of significant issues of the Group, if any, to the Board.
Based on the evaluation of risk management system performed by the ERM Committee, the CEO and Financial
Controller have provided written assurance to the Board that the Group’s risk management system is adequate and
effective for 9M2020.
Internal Controls
The effectiveness of the internal control systems and procedures are monitored by the Management. The Board
acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective
internal control system will preclude all errors and irregularities, as a system is designed to manage rather than
eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute
assurance against material misstatement or loss.
Apart from the above, the AC also commissions and reviews the findings of internal controls or infringement of
any Singapore laws, rules or regulations which has or is likely to have a material impact on the Group’s operating
results and/or financial position on annual basis. During 9M2020, the AC, on behalf of the Board, has reviewed the
adequacy and effectiveness of the Group’s internal controls systems, including financial, operational, compliance and
information technology controls, and risk management systems on an annual basis. The processes used by the AC to
review the adequacy and effectiveness of the system of internal control and risk management include:
(d) the review of significant issues raised by the external and internal auditors.
Based on the framework of risk management and internal controls established and maintained by the Group, the
review performed by the Management and the AC, the work performed by the internal auditors and the review
undertaken by the external auditors as part of their statutory audit, the Board, with the concurrence of the AC, is of the
opinion that the Group’s internal controls, including financial, operational, compliance and information technology
controls, and risk management systems, are effective and adequate to meet the needs of the Group in its current
business environment.
For 9M2020, the Board has also received written assurance from the CEO and the Financial Controller that:
(a) the financial records have been properly maintained and the financial statements give a true and fair view of
the Group’s operations and finances; and
(b) the Group’s risk management and internal control systems are effective and adequate.
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Audit Committee
Principle 10: The Board has an Audit Committee (“AC”) which discharges its duties objectively.
Currently, the AC comprises three (3) Non-Executive Directors, all of whom including the Chairman of the AC are
independent. The Chairman of the AC is not a substantial shareholder of the Company or directly associated with any
substantial shareholder of the Company.
The members of the AC have many years of experience in senior management positions in both financial and
industrial sectors. The Board is of the opinion that the members of the AC are appropriately qualified to discharge
their responsibilities.
The AC has explicit authority to investigate any matter within its terms of reference, with full access to and
co-operation from the Management as well as full discretion to invite any Director or executive officer of the Group to
attend its meetings, and is given reasonable resources to enable it to discharge its functions properly.
The main objective of the AC is to assist the Board in fulfilling the fiduciary responsibilities of the Company and each
of its subsidiaries. The AC, pursuant to its written terms of reference, shall:
(a) recommend to the Board the appointment or re-appointment and approving the remuneration and terms of
engagement of the external auditors and internal auditors;
(b) review the audit plans of the internal and external auditors of the Company, and review the internal auditors’
evaluation of the adequacy of the Company’s system of internal accounting controls and the assistance given
by the Management to the internal and external auditors;
(c) evaluate the effectiveness of both the internal and external audit efforts through regular meetings;
(d) determine that no unwarranted management restrictions are being placed upon the external and internal
auditors;
(e) review the financial statements with the Management and external auditors (where applicable) for submission
to the Board;
(f) review the half yearly and full year announcements of the results of the Group before submission to the Board
for approval;
(g) report to the Board summarising the work performed by the AC in carrying out its functions;
(i) have explicit authority to investigate any matter within its terms of reference, with full access to and
co-operation by the Management and full discretion to invite any Director or executive officer of the Group to
attend its meetings, and reasonable resources to enable it to discharge its functions properly;
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(j) review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the
external and internal auditors;
(k) meet with the external and internal auditors, without the presence of the Management, at least annually;
(m) review and report to the Board, at least annually, the adequacy and effectiveness of the Group’s internal
controls, including financial, operational, compliance and information technology controls, and risk
management systems (such review can be carried out internally or with the assistance of any competent third
parties).
In addition to the abovementioned activities undertaken to fulfil its responsibilities, the AC is kept abreast by the
Management, external and internal auditors on changes to accounting standards, Catalist Rules and other rules and
regulations which could have an impact on the Group’s business and financial statements.
The AC has met the external auditors and the internal auditors, without the presence of the Management, for 9M2020.
The Company’s external auditors are Ernst & Young LLP. During 9M2020, the aggregate amount of fees paid
and/ or payable to the external auditors for audit services amounted to approximately S$145,000. During 9M2020,
there were no non-audit services rendered by the external auditors to the Group. The AC has reviewed and confirmed
the independence and objectivity of the external auditors. As such, the AC has recommended to the Board that Ernst
& Young LLP be nominated for re-appointment as external auditors of the Company at the forthcoming AGM of the
Company.
The Company has complied with Rules 712 and 715 of the Catalist Rules in relation to the appointment of auditing
firms for the Group. No former partner or director of the Company’s existing auditing firm or audit corporation is a
member of the AC.
With reference to the joint recommendations made by the Monetary Authority of Singapore, ACRA and SGX-ST, the
audit committees of all Singapore-listed entities are encouraged to disclose their perspectives and assessment on key
audit matters (“KAM”). The following KAM was discussed between external auditors and Management, and reviewed
by the AC.
Key Audit Matter How the AC reviewed this matter and what decision was made.
Valuation of investment As at 31 December 2020, the Group’s investment properties amounted to
properties $336,400,000 and accounted for 90% of the Group’s total assets.
The fair valuation of these properties is significant to the group result due to their
materiality and use of estimates in the valuation process. The Group records its
investment properties at their fair values based on independent external valuations.
The valuation process involves valuation methods with significant estimates on the
underlying assumptions applied.
The AC has considered and is satisfied with the competency and capabilities of the
independent external valuation specialist as well as the valuation methods.
The valuation of investment properties is an area of focus for the external auditors.
The external auditors have included it as a key audit matter in the independent
auditors’ report for the financial year ended 31 December 2020. Please refer to
page 63 of this annual report.
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Whistle-Blowing Policy
The Board undertakes to investigate complaints of suspected fraud in an objective manner and has put in place a
whistle-blowing policy and procedures which provide employees with well-defined and accessible channels within
the Group including a direct channel to the AC, for reporting suspected fraud, corruption, dishonest practices or other
similar matters.
The policy aims to encourage the reporting of such matters in good faith, with the confidence that employees
making such reports will be treated fairly and, to the extent possible, be protected from reprisal. On an ongoing basis,
the whistle-blowing policy is covered during staff training as part of the Group’s efforts to promote fraud control
awareness.
The policy and its effectiveness will be reviewed by the AC periodically, with recommendations regarding updates or
amendments, if any, to be made to the Board as required.
Complaints, incidents or claims can be raised directly to the Chairman of the AC at ac@pollux.com.sg.
Internal Audit
The AC’s responsibilities over the Group’s internal controls and risk management systems are complemented by the
work of the internal auditors. The size of the operations of the Group does not warrant the Group having an in-house
internal audit function. The Company has outsourced its internal audit function to an independent professional firm,
Wensen Consulting Asia (S) Pte. Ltd. (“Wensen”), to perform the review and test of controls of the Group’s processes
in 9M2020. Wensen has experience in providing risk advisory, internal audit and other consulting services. The team,
comprising of a manager and senior associate is led by an engagement partner who has more than 20 years of
experience. The AC approves any hiring, removal, evaluation and remuneration of the external professional firm to
which the internal audit function is outsourced. The AC has reviewed and assessed the qualifications and experience
of the appointed internal audit firm’s team which undertakes the function of its internal audit within the Group.
The internal auditors report to the Chairman of the AC. The internal auditors plan their internal audit schedules in
consultation with, but independent of, the Management. The internal auditors have unrestricted access to all the
Company’s documents, records, properties and personnel, including access to the AC.
The AC has reviewed the scope and findings of the internal audit performed by the internal auditors during 9M2020
and the Management’s responses thereto. There were no material internal control weaknesses identified by the
internal auditors in their course of audit for 9M2020.
The AC will assess and ensure the adequacy and effectiveness of the internal audit function annually. The AC is
satisfied that the internal audit function is adequately staffed with suitably qualified and experienced professional
members with the relevant experience.
The internal auditors are guided by the Standards for the Professional Practice of Internal Auditing set by The Institute
of Internal Auditors.
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Principle 11: The company treats all shareholders fairly and equitably in order to enable them to exercise
shareholders’ rights and have the opportunity to communicate their views on matters affecting the company.
The company gives shareholders a balanced and understandable assessment of its performance, position and
prospects.
All shareholders are entitled to attend the Company’s general meetings and are provided the opportunity to
participate in the general meetings. Shareholders are also briefed by the Company on the rules, including voting
procedures that govern general meetings. These general meetings also provide excellent opportunities for the
Company to obtain shareholders’ views on value creation. Shareholders (other than a shareholder who is a relevant
intermediary) may vote in person or by appointing up to two (2) proxies to attend and vote on their behalf at the
general meetings of the Company. A shareholder who is a relevant intermediary is entitled to appoint more than two
(2) proxies to attend and vote at the general meetings of the Company. The duly completed proxy form had to be
deposited at the Company’s registered office 72 hours before the time of the general meetings.
The shareholders are encouraged to attend the general meetings to communicate their views on matters affecting
the Group and to stay informed of the Group’s strategies and visions. The Company’s Constitution does not allow
shareholders to vote in absentia. The Company is not implementing absentia voting methods such as voting via mail,
e-mail or fax until security, integrity and other pertinent issues are satisfactorily resolved. Substantially separate issues
are tabled in separate resolutions at general meetings. Voting is carried out systemically, and the votes casted and
resolutions passed are properly recorded.
The Company conducts the voting of all its resolutions by poll at all its general meetings. The results of poll of each
resolution tabled are announced at the meetings and in an announcement released after the meeting via SGXNET.
Shareholders can vote in person or by their appointed proxies. The Company will employ electronic polling if
necessary.
All Board members, including the Chairman of the AC and the RNC, and the external auditors are normally available at
general meetings of the Company to answer questions from the shareholders. Registered shareholders are invited to
attend and participate actively in such meetings. In the last financial year ended 31 March 2020, all Directors attended
the AGM of the Company held on 29 September 2020 (“2020 General Meeting”). Save for the 2020 General Meeting,
there were no other general meetings held in 9M2020.
The Company Secretary prepares minutes of general meetings, which incorporates substantial comments or queries
from shareholders and responses from the Board and the Management (if any).
Except as disclosed in the next paragraph, the Company does not publish minutes of general meetings of
shareholders on its corporate website as the Company is of the view that there are potential adverse implications,
including commercial and legal implications. All shareholders, including those who did not attend the relevant
general meeting, have a statutory right to request and would be furnished copies of minutes of general meetings
in accordance with Section 189 of the Companies Act. The Company is therefore of the view that its practices are
consistent with the intent of Principle 11 of the Code.
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In view of the current COVID-19 situation, the forthcoming AGM to be held in respect of 9M2020 will be convened and
held by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings
for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the
“Order”). Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by
which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), submission
of questions to the Chairman of the Meeting in advance of the AGM, addressing of substantial and relevant questions
at the AGM and voting by appointing the Chairman of the Meeting as proxy at the AGM, will be put in place for the
AGM. As required by the Order, the Company will publish the minutes of the AGM on the Company’s website as well as
on the SGX website within one month after the date of the AGM.
Currently, the Company does not have a fixed dividend policy. The Board would consider establishing a dividend
policy when appropriate. In considering the payment of dividend, the Board shall consider factors such as the
Company’s profits, cash flows, working capital and capital expenditure requirements, investment plans and other
factors that the Board may deem relevant. Taking into consideration these factors, the Company has not declared any
dividends for 9M2020.
Principle 12: The company communicates regularly with its shareholders and facilities the participation of
shareholders during general meetings and other dialogues to allow shareholders to communicate their views
on various matters affecting the company.
The Board is mindful of its obligations to provide timely and fair disclosure of material information to the SGX-ST
and shareholders in accordance with Appendix 7A on “Corporate Disclosure Policy” of the Catalist Rules. The Board
embraces openness and transparency in the conduct of the Company’s affairs, whilst safeguarding its commercial
interests. The Board’s policy is that all shareholders should be equally informed on a timely basis of all major
developments that impact the Group. Price sensitive information, financial results and annual reports of the Company
are released via SGXNET on a timely basis. A copy of the annual report, together with the notice of AGM, is usually
sent to every shareholder. Due to the current COVID-19 restriction orders in Singapore, a member will not be able
to attend the Annual General Meeting in person. Printed copies of this Annual Report, the Notice of AGM and the
accompanying proxy form will not be despatched to members. Instead, the Annual Report, the Notice of AGM and the
accompanying proxy form will be published on the Company’s website at http://pollux.com.sg/annual-reports and on
the SGX website at https://www.sgx.com/securities/company-announcements.
The Company is committed to corporate governance and transparency by disclosing to its stakeholders, including
its shareholders, as much relevant information as is possible, in a timely, fair and transparent manner as well as to
hearing its shareholders’ views and addressing their concerns.
The Company does not practice selective disclosure of material information. All material information on the
performance and development of the Group and of the Company is disclosed in an accurate and comprehensive
manner through SGXNET and the Company’s website.
General meetings have been and are still the principal forum for dialogue with shareholders. They offer opportunities
for Board to interact with shareholders, understand their views, gather feedback as well as address concerns.
Enquiries by shareholders are dealt with as promptly as practicably possible. The Company does not have an investor
relations team, however, the Company maintains a website at http://pollux.com.sg and updates it on a timely basis
to bring public awareness of the Group’s latest development and businesses. To enable shareholders to contact the
Company easily, the contact details are set out in the Company’s website. Shareholders can provide feedback to
the Company via the electronic mail address, the registered office address or calls. Calls and emails requesting for
information are attended to promptly.
55
Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of
material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are
served.
The Company has regularly engaged its stakeholders mainly through its company website and emails to ensure that
its interests are aligned with those of its stakeholders. The Company has identified stakeholders groups which have
a significant influence and interest in the Group’s business and operations. The key stakeholders includes investors,
tenants, employees, government and regulators and business partners.
The Company adopts an inclusive approach by considering and balancing the needs of material stakeholders
and embeds environmental, social and governance considerations into its risk assessment, financing policies and
business operations. Please refer to the Company’s Sustainability Report for further details.
The Company maintains a corporate website at http://pollux.com.sg to communicate and engage with stakeholders.
The Company has issued a guideline on share dealings to all Directors and employees of the Group which sets out the
code of conduct on transactions in the Company’s shares by these persons, the implications of insider trading and
general guidance on the prohibition against such dealings.
In line with Rule 1204(19) of the Catalist Rules, the Company issues a notification to all Directors and employees
of the Group informing them that they are not allowed to deal in the securities of the Company during the period
commencing one (1) month before the announcement of the Company’s half-year or full-year financial results, and
ending on the date of the announcement of the relevant results. In addition, the Company prohibits all Directors and
employees of the Group from dealing in the Company’s securities on short-term considerations or when they are in
possession of unpublished price-sensitive information.
56
The Company has established procedures governing all interested person transactions to ensure that they are
properly reviewed and approved. The Group does not have a general mandate from shareholders for interested
person transactions pursuant to Rule 920 of the Catalist Rules.
During 9M2020, the aggregate value of all interested person transactions are as follows:
The above transactions bear an average interest rate of 3.32% (FY2020: 3.32%) per annum, unsecured and is repayable
on demand by Goldman Morgan Holdings. Pte Ltd. The amount due from Goldman Morgan Holdings Pte Ltd has been
fully paid in 9M2020.
MATERIAL CONTRACTS
As at the end of 9M2020, there was an aggregate outstanding loan amount of S$7,494,146 due to Pollux Treasures
Pte. Ltd., a company wholly-owned by Pollux Botero Pte. Ltd. (a 50:50 joint venture with Goldman Morgan Holdings
Pte. Ltd.), from the Company and Goldman Morgan Holdings Pte. Ltd.. This loan is unsecured and interest-free, and is
repayable on demand.
Save as disclosed in this annual report, there were no other material contracts (not being contracts entered into in the
ordinary course of business) entered into by the Company or any of its subsidiaries involving the interests of the CEO,
any Director or controlling shareholder, either still subsisting at the end of 9M2020, or if not then subsisting, entered
into since the end of the previous financial year.
NON-SPONSOR FEES
With reference to Rule 1204(21) of the Catalist Rules, there was no non-sponsor fee paid to the Company’s sponsor,
SAC Capital Private Limited for 9M2020.
57
BALANCE SHEETS 69
58
The directors are pleased to present their statement to the members together with the audited consolidated financial
statements of Pollux Properties Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”) and the balance
sheet and statement of changes in equity of the Company for the financial period from 1 April 2020 to 31 December
2020.
(i) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity
of the Company are drawn up so as to give a true and fair view of the financial position of the Group and of
the Company as at 31 December 2020 and the financial performance, changes in equity and cash flows of the
Group and changes in equity of the Company for the period from 1 April 2020 to 31 December 2020; and
(ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they fall due.
Directors
The directors of the Company in office at the date of this statement are:
Nico Purnomo Po
Low Chai Chong
Timur Pradopo
Tan Lye Heng Paul (Appointed 9 December 2020)
Neither at the end of nor at any time during the financial period was the Company a party to any arrangement whose
objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the
acquisition of shares or debentures of the Company or any other body corporate.
59
The following directors, who held office at the end of the financial period, had, according to the register of directors’
shareholdings, required to be kept under Section 164 of the Singapore Companies Act, Chapter 50, an interest in
shares and share options of the Company and related corporations (other than wholly-owned subsidiaries) as stated
below:
The Company
Pollux Properties Ltd.
(Ordinary shares)
Nico Purnomo Po – – 2,483,242,325 2,483,242,325
Low Chai Chong – – 200,000 200,000
There was no change in any of the above-mentioned interests in the Company between the end of the financial
period and 21 January 2021.
Except as disclosed in this report, no director who held office at the end of the financial period had interests in shares,
shares options, warrants or debentures of the Company, or of related corporations, either at the beginning of the
financial period, or at the end of the financial period.
Share options
There were no share options granted by the Company or its subsidiaries during the financial period.
There were no shares issued during the financial period to which this report relates by virtue of the exercise of options
to take up unissued shares of the Company or its subsidiaries.
There were no unissued shares of the Company or its subsidiaries under options at the end of financial period.
60
Audit Committee
The audit committee (“AC”) carried out its functions in accordance with section 201B (5) of the Singapore Companies
Act, Chapter 50, including the following:
l Reviewed the audit plans of the internal and external auditors of the Group and the Company, and reviewed
the internal auditors’ evaluation of the adequacy of the Company’s system of internal accounting controls and
the assistance given by the Group and the Company’s management to the internal and external auditors;
l Reviewed the half yearly financial results and annual financial statements and the auditor’s report on the
annual financial statements of the Group and the Company before their submission to the board of directors;
l Reviewed effectiveness of the Group and the Company’s material internal controls, including financial,
operational and compliance controls and risk management via reviews carried out by the internal auditor;
l Met with the external auditor, other committees, and management in separate executive sessions to discuss
any matters that these groups believe should be discussed privately with the AC;
l Reviewed legal and regulatory matters that may have a material impact on the financial statements, related
compliance policies and programmes and any reports received from regulators;
l Reviewed the cost effectiveness and the independence and objectivity of the external auditor;
l Reviewed the nature and extent of non-audit services provided by the external auditor;
l Recommended to the board of directors the external auditor to be nominated, approved the compensation of
the external auditor, and reviewed the scope and results of the audit;
l Reported actions and minutes of the AC to the board of directors with such recommendations as the AC
considers appropriate; and
l Reviewed interested person transactions in accordance with the requirements of the Singapore Exchange
Securities Trading Limited (SGX-ST)’s Listing Manual Section B: Rules of Catalist.
During the financial period, no non-audit services were provided by the external auditor to the Group. The AC has
also conducted a review of interested person transactions.
The AC convened two meetings during the financial period with full attendance from all members. The AC has also
met with the internal and external auditors, without the presence of the Company’s management during the financial
period.
Further details regarding the AC are disclosed in the Corporate Governance Report.
61
Auditor
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditor.
Nico Purnomo Po
Director
Singapore
5 April 2021
62
Opinion
We have audited the financial statements of Pollux Properties Ltd. (the “Company”) and its subsidiaries (collectively,
the “Group”), which comprise the balance sheets of the Group and the Company as at 31 December 2020, the
statements of changes in equity of the Group and the Company and the consolidated income statement, consolidated
statement of comprehensive income and consolidated cash flow statement of the Group for the period from 1 April
2020 to 31 December 2020, and notes to the financial statements, including a summary of significant accounting
policies.
In our opinion, the accompanying consolidated financial statements of the Group, the balance sheet and the
statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the
Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards (International) (SFRS(I)) so
as to give a true and fair view of the consolidated financial position of the Group and the financial position of the
Company as at 31 December 2020 and of the consolidated financial performance, consolidated changes in equity and
consolidated cash flows of the Group and changes in equity of the Company for the period from 1 April 2020 to 31
December 2020.
We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority
(ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together
with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements
section of our report, including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of the financial statements.
The results of our audit procedures, including the procedures performed to address the matters below, provide the
basis for our audit opinion on the accompanying financial statements.
63
The Group owns a portfolio of investment properties comprising a commercial building, several residential units,
serviced apartment and shop units which are located in Singapore. As at 31 December 2020, the net carrying amount
of investment properties amounted to $336.4 million and an impairment loss of $2.1 million was recorded in this
financial period. The net carrying amount of the investment properties accounted for 90% of the Group’s total assets.
The fair valuation of these properties is significant to our audit due to their materiality and use of estimates in the
valuation process. The Group records its investment properties at their fair values based on independent external
valuations. The valuation process is complex and is highly dependent on a range of estimates on the underlying
assumptions applied. Accordingly, the fair valuations performed by independent external valuation specialists are
inherently subjective and are highly sensitive to changes in the key assumptions applied such as capitalization rates,
discount rate, yield adjustments and price of comparable properties. In addition, there was an increase in the level of
estimation uncertainty and judgement required in determining the valuation of investment properties arising from the
changes in market and economic conditions brought on by the COVID-19 pandemic. As such, we identified this as a
key audit matter.
- Considered the objectivity, competency and capabilities of the independent external valuation specialists;
- Held discussions with management and independent external valuation specialists to obtain an understanding
of the selection of valuation methodologies, basis for the key assumptions and inputs used in the valuation,
and review the valuation reports issued by the independent external valuation specialists;
- Engaged our internal valuation specialists to review the appropriateness of methodologies adopted and the
reasonableness of certain key assumptions and inputs used by the independent external valuation specialists
by reference to historical rates and market data, including key valuation adjustments made in response to the
changes in market and economic conditions;
- Assessed the overall reasonableness of the movements in the fair values of these properties in light of the
prevailing market conditions;
- Assessed the reasonableness of estimates used in the determination of fair valuation, including property
related data such as average room rates, occupancy rates, forecasted income generated by properties,
discount rates and yield adjustments for comparable transactions of the investment properties by comparing
them to the available trade published data and considering the specific nature and uses of these properties;
and
- Evaluated the adequacy of disclosures in Note 13 Investment Properties, Note 35 Fair Value of Assets
and Liabilities and Note 3 Key Sources of Estimation Uncertainty to the financial statements relating to the
assumptions used in the fair valuation process, given the estimation uncertainty and sensitivity of the
valuations.
64
Other Information
Management is responsible for other information. The other information comprises the information included in the
annual report but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with the provisions of the Act and SFRS(I), and for devising and maintaining a system of internal accounting
controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised
use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair financial statements and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
l Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
l Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
65
l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
l Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
l Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
l Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those
subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in
accordance with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Mr. Chuen Beng Ang.
Singapore
5 April 2021
66
1.4.2020 to 1.4.2019 to
Note 31.12.2020 31.3.2020
$ $
Attributable to:
Owners of the Company
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
67
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
Attributable to:
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
68
Group Company
Note 31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
Non-current assets
Plant and equipment 12 53,587 62,347 – –
Investment properties 13 336,400,000 338,535,000 – –
Investment in subsidiaries 14 – – 142,058,293 141,232,487
Investment in a joint venture 15 2,789,096 2,905,453 1 1
Investment in an associate 16 – 862,534 – 847,000
Investment securities 17 502,881 1,219,025 502,881 1,219,025
339,745,564 343,584,359 142,561,175 143,298,513
Current assets
Trade receivables 18 610,502 109,540 – –
Contract assets 4 1,628,192 1,706,465 – –
Other receivables and deposits 19 213,710 129,096 3,381 43,903
Prepaid operating expenses 25,550 35,378 – –
Due from subsidiaries 20 – – 22,742,437 28,725,090
Due from related companies 21 15 30,225,829 – 27,155,814
Investment securities 17 355,181 144,000 – –
Cash and cash equivalents 22 31,640,476 11,497,922 21,250,766 1,846,615
34,473,626 43,848,230 43,996,584 57,771,422
Total assets 374,219,190 387,432,589 186,557,759 201,069,935
Equity and liabilities
Current liabilities
Trade payables 23 2,294,874 2,312,984 – –
Contract liabilities 4 257,857 510,055 – –
Other payables and accruals 24 3,700,177 4,516,109 583,698 427,350
Provision for taxation 772,756 1,148,775 – –
Loans and borrowings 25 30,882,320 22,264,531 – –
Due to subsidiaries 27 – – 73,322,984 74,084,861
Due to related parties 51 10,536 – –
37,908,035 30,762,990 73,906,682 74,512,211
Net current (liabilities)/assets (3,434,409) 13,085,240 (29,910,098) (16,740,789)
Non-current liabilities
Deferred tax liabilities 10 8,336 8,336 – –
Loan from joint venture 26 3,747,073 14,490,601 3,747,073 14,490,601
Loans and borrowings 25 136,945,237 146,747,538 – –
140,700,646 161,246,475 3,747,073 14,490,601
Total liabilities 178,608,681 192,009,465 77,653,755 89,002,812
Net assets 195,610,509 195,423,124 108,904,004 112,067,123
Equity attributable to owners
of the Company
Share capital 28 140,099,994 140,099,994 140,099,994 140,099,994
Revenue reserve 55,510,515 55,323,130 (31,195,990) (28,032,871)
Total equity 195,610,509 195,423,124 108,904,004 112,067,123
Total equity and liabilities 374,219,190 387,432,589 186,557,759 201,069,935
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
69
Group
Company
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
70
1.4.2020 to 1.4.2019 to
Note 31.12.2020 31.3.2020
$ $
Cash flows from operating activities
Profit before tax 718,033 2,797,670
Adjustments for:
Depreciation of plant and equipment 12 25,903 369,544
Interest income 6 (526,917) (43,302)
Fair value loss on investment properties 2,135,000 1,635,000
Fair value (gain)/loss on quoted equity securities (84,600) 149,400
Fair value loss on unquoted equity securities – 18,627
Interest expense 8 1,670,661 4,546,981
Share of results of a joint venture 116,357 80,238
Share of results of an associate 4,298 42,863
Loss on re-measurement on investment in associate 9 445,250 –
Gain on bargain purchase 7 (112,821) –
Operating cash flows before changes in working capital 4,391,164 9,597,021
Changes in working capital:
Trade receivables and contract assets 32,979 2,730,841
Other receivables, deposits and prepayments 52,730 (12,278)
Trade payables (18,110) (510,396)
Contract liabilities (252,198) (218,170)
Other payables and accruals (1,048,731) 273,442
Other financial assets, current (8,069) –
Cash flows from operations 3,149,765 11,860,460
Interest received 526,917 43,302
Interest paid (1,670,661) (4,546,981)
Income taxes paid (906,666) (258,462)
Net cash flows from operating activities 1,099,355 7,098,319
Cash flows from investing activities
Purchase of plant and equipment 12 (17,143) (16,615)
Return of capital from investment in unquoted equity securities 716,144 1,379,013
Increase in amount due from related companies – (9,203,003)
Proceeds from amount due from related companies 19,482,286 –
Net cash inflow on acquisition of remaining shares 56,909 –
Net cash flows generated from/(used in) investing activities 20,238,196 (7,840,605)
Cash flows from financing activities
Proceeds from credit loan facility – 10,000,000
Repayment of loans and borrowings (1,184,512) (6,841,049)
Return of proceeds due to related parties (10,485) –
Net cash flows (used in)/generated from financing activities (1,194,997) 3,158,951
Net increase in cash and cash equivalents 20,142,554 2,416,665
Cash and cash equivalents at beginning of financial period/year 11,497,922 9,081,257
Cash and cash equivalents at end of financial period/year 22 31,640,476 11,497,922
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
71
1. Corporate information
Pollux Properties Ltd. (the “Company”) is a limited liability company incorporated and domiciled in Singapore.
The Company is listed on the Catalist Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”).
The registered office and principal place of business of the Company is at 554 Havelock Road Singapore
169639.
The principal activity of the Company is investment holding. The principal activities of its subsidiaries,
associate and joint venture are disclosed in Notes 14 to 16 to the financial statements.
The consolidated financial statements of the Group and the balance sheet and statement of changes in
equity of the Company have been prepared in accordance with Singapore Financial Reporting Standards
(International) (SFRS(I)).
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting
policies below.
The Group’s current liabilities exceeded its current assets by $3,434,409 (31 March 2020: current assets
exceeded its current liabilities by $13,085,240) as at 31 December 2020. These factors indicate the existence of a
material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern.
The directors are of the view that the Group has the ability to continue as a going concern as the Group will be
able to meet its short-term financial obligations as and when they fall due based on the following:
(i) Subsequent refinancing of the Group’s banking facilities due in the next twelve months to long-term
bank loans; and
(ii) Group’s ability to generate sufficient cash flows from its operating, financing and investing activities.
The accounting policies adopted are consistent with those of the previous financial year except in the current
financial period, the Group adopted all the new and revised standards which are effective for annual periods
beginning on or after 1 January 2020. The adoption of all the new and revised standards did not have any
material effect on the financial performance or position of the Group and the Company.
72
The Group has not adopted the following standards applicable to the Group that have been issued but not yet
effective:
The directors expect that the adoption of the other standards above will have no material impact on the
financial statements in the period of initial application.
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used
in the preparation of the consolidated financial statements are prepared for the same reporting date
as the Company. Consistent accounting policies are applied to like transactions and events in similar
circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-
group transactions and dividends are eliminated in full. Subsidiaries are consolidated from the date
of acquisition, being the date on which the Group obtains control, and continue to be consolidated
until the date that such control ceases. Losses within a subsidiary are attributed to the non-controlling
interest even if that results in a deficit balance.
73
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:
– De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying
amounts at the date when control is lost;
Business combinations are accounted for by applying the acquisition method. Identifiable assets
acquired and liabilities assumed in a business combination are measured initially at their fair values at
the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the
costs are incurred and the services are received.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed
to be an asset or liability will be recognised in profit or loss.
Non-controlling interest in the acquiree, that are present ownership interests and entitle their holders to
a proportionate share of net assets of the acquiree are recognised on the acquisition date at either fair
value, or the non- controlling interest’s proportionate share of the acquiree’s identifiable net assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the
amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously
held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets
and liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the
excess is recognised as gain on bargain purchase in profit or loss on the acquisition date.
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less any
accumulated impairment losses.
74
For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to the Group’s cash-generating units that are expected to benefit from the
synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are
assigned to those units.
The cash-generating units to which goodwill have been allocated is tested for impairment annually
and whenever there is an indication that the cash-generating unit may be impaired. Impairment is
determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of
cash-generating units) to which the goodwill relates.
The financial statements are presented in Singapore Dollars, which is also the Company’s functional currency.
Each entity in the Group determines its own functional currency and items included in the financial statements
of each entity are measured using that functional currency.
All items of plant and equipment are initially recorded at cost. Subsequent to recognition, plant and
equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:
The carrying values of plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.
The useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if
appropriate.
An item of plant and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss on de-recognition of the asset is included in profit or loss in
the year the asset is derecognised.
75
Investment properties are properties that are either owned by the Group or leased under a finance lease that
are held to earn rentals or for capital appreciation, or both, rather than for use in the production or supply of
goods or services, or for administrative purposes, or in the ordinary course of business. Investment properties
comprise completed investment properties and properties that are being constructed or developed for future
use as investment properties. Properties held under operating leases are classified as investment properties
when the definition of an investment property is met.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial
recognition, investment properties are measured at fair value. Gains or losses arising from changes in the fair
values of investment properties are included in profit or loss in the year in which they arise.
Investment properties are de-recognised when either they have been disposed of or when the investment
property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any
gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the
year of retirement or disposal.
Transfers are made to or from investment properties only when there is a change in use. The transfer from
development property to investment property will be made at carrying value.
Goodwill
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less any
accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to the Group’s cash-generating units that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
The cash-generating unit to which goodwill has been allocated is tested for impairment annually and
whenever there is an indication that the cash-generating unit may be impaired. Impairment is determined
for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating
units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the
carrying amount, an impairment loss is recognised in profit or loss. Impairment losses recognised for goodwill
are not reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating
unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this
circumstance is measured based on the relative fair values of the operations disposed of and the portion of the
cash-generating unit retained.
76
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of
the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of
disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount
of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
Impairment losses are recognised in profit or loss, except for assets that are previously revalued where the
revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other
comprehensive income up to the amount of any previous revaluation.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the
carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss been recognised
previously. Such reversal is recognised in profit or loss. Impairment losses relating to goodwill cannot be
reversed in future periods.
2.10 Subsidiaries
A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed,
or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee.
In the Company’s balance sheets, investments in subsidiaries are accounted for at cost less impairment losses.
A joint arrangement is a contractual arrangement whereby two or more parties have joint control. Joint control
is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require the unanimous consent of the parties sharing control.
A joint arrangement is classified either as joint operation or joint venture, based on the rights and obligations
of the parties to the arrangement.
To the extent the joint arrangement provides the Group with rights to the assets and obligations for the
liabilities relating to the arrangement, the arrangement is a joint operation. To the extent the joint arrangement
provides the Group with rights to the net assets of the arrangement, the arrangement is a joint venture.
Joint ventures
The Group recognises its interest in a joint venture as an investment and accounts for the investment using the
equity method. The accounting policy for investment in joint venture is set out in Note 2.12.
77
An associate is an entity over which the Group has the power to participate in the financial and operating
policy decisions of the investee but does not have control or joint control of those policies.
The Group accounts for its investments in joint ventures using the equity method from the date on which it
becomes an associate or joint venture.
On acquisition of the investment, any excess of the cost of the investment over the Group’s share of the net fair
value of the investee’s identifiable assets and liabilities is accounted as goodwill and is included in the carrying
amount of the investment. Any excess of the Group’s share of the net fair value of the investee’s identifiable
assets and liabilities over the cost of the investment is included as income in the determination of the entity’s
share of the associate or joint venture’s profit or loss in the period in which the investment is acquired.
Under the equity method, the investment in associates or joint venture are carried in the balance sheet at cost
plus post-acquisition changes in the Group’s share of net assets of the associates or joint ventures. The profit
or loss reflects the share of results of the operations of the associates or joint ventures. Distributions received
from associates or joint ventures reduce the carrying amount of the investment. Where there has been a
change recognised in other comprehensive income by the associate or joint ventures, the Group recognises its
share of such changes in other comprehensive income.
Unrealised gains and losses resulting from transactions between the Group and associate or joint venture are
eliminated to the extent of the interest in the associates or joint ventures.
When the Group’s share of losses in an associate or joint ventures equals or exceeds its interest in the associate
or joint venture, the Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the associate or joint venture.
After application of the equity method, the Group determines whether it is necessary to recognise an
additional impairment loss on the Group’s investment in associate or joint venture. The Group determines at
the end of each reporting period whether there is any objective evidence that the investment in the associate
or joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference
between the recoverable amount of the associate or joint venture and its carrying value and recognises the
amount in profit or loss.
The financial statements of the associate and joint venture are prepared on 28 August 2020. Where necessary,
adjustments are made to bring the accounting policies in line with those of the Group.
78
Financial assets are recognised when, and only when, the Group becomes a party to the contractual
provisions of the financial instrument. The Group determines the classification of its financial assets at
initial recognition.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit
or loss are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group expects to be
entitled in exchange for transferring promised goods or services to a customer, excluding amounts
collected on behalf of third party, if the trade receivables do not contain a significant financing
component at initial recognition.
Subsequent measurement
Subsequent measurement of debt instruments depends on the Group’s business model for managing
the asset and the contractual cash flow characteristics of the asset. The three measurement categories
for classification of debt instruments are:
Financial assets that are held for the collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Financial
assets are measured at amortised cost using the effective interest method, less impairment.
Gains and losses are recognised in profit or loss when the assets are derecognised or impaired,
and through amortisation process.
Financial assets that are held for collection of contractual cash flows and for selling the financial
assets, where the assets’ cash flows represent solely payments of principal and interest, are
measured at FVOCI. Financial assets measured at FVOCI are subsequently measured at fair
value. Any gains or losses from changes in fair value of the financial assets are recognised in
other comprehensive income, except for impairment losses, foreign exchange gains and losses
and interest calculated using the effective interest method are recognised in profit or loss. The
cumulative gain or loss previously recognised in other comprehensive income is reclassified
from equity to profit or loss as a reclassification adjustment when the financial asset is de-
recognised.
79
On initial recognition of an investment in equity instrument that is not held for trading, the Group may
irrevocably elect to present subsequent changes in fair value in OCI. Dividends from such investments
are to be recognised in profit or loss when the Group’s right to receive payments is established. For
investments in equity instruments which the Group has not elected to present subsequent changes in
fair value in OCI, changes in fair value are recognised in profit or loss.
De-recognition
A financial asset is derecognised where the contractual right to receive cash flows from the asset has
expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received and any cumulative gain or loss that had been recognised in
other comprehensive income for debt instruments is recognised in profit or loss.
Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual
provisions of the financial instrument. The Group determines the classification of its financial liabilities
at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at fair
value through profit or loss, directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or loss are
subsequently measured at amortised cost using the effective interest method. Gains and losses
are recognised in profit or loss when the liabilities are de-recognised, and through the amortisation
process.
80
De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or
expires. On derecognition, the difference between the carrying amounts and the consideration paid is
recognised in profit or loss.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been
a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses
expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment.
The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before
taking into account any credit enhancements held by the Group. A financial asset is written off when there is
no reasonable expectation of recovering the contractual cash flows.
Cash and cash equivalents comprise cash at bank and on hand and short-term deposits that are readily
convertible to known amount of cash and which are subject to an insignificant risk of changes in value.
Cash at banks includes amounts collected from the sale of the property under development for which
withdrawals are restricted to payments for expenditure incurred on development projects.
81
2.16 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of economic resources will be required to settle the obligation and the
amount of the obligation can be estimated reliably.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no
longer probable that an outflow of economic resources will be required to settle the obligation, the provision is
reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost.
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the
acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the
activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing
costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their
intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist
of interest and other costs that an entity incurs in connection with the borrowing of funds.
The Group participates in the national pension schemes as defined by the laws of the countries in which it has
operations. In particular, the Singapore companies in the Group make contributions to the Central Provident
Fund scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution
pension schemes are recognised as an expense in the period in which the related service is performed.
2.19 Leases
(a) As lessee
Short-term leases
The Group applies the short-term lease recognition exemption to its short-term leases of office
properties (i.e., those leases that have a lease term of 12 months or less from the commencement date
and do not contain a purchase option). Lease payments on short-term leases are recognised as expense
on a straight-line basis over the lease term.
(b) As lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of the
asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease
are added to the carrying amount of the leased asset and recognised over the lease term on the same
bases as rental income. The accounting policy for rental income is set out in Note 2.20(a). Contingent
rents are recognised as revenue in the period in which they are earned.
82
2.20 Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for
transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or
service to the customer, which is when the customer obtains control of the good or service. A performance
obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount
allocated to the satisfied performance obligation.
Rental income arising on investment properties is accounted for on a straight-line basis over the lease
terms on ongoing leases. The aggregate costs of incentives provided to lessees are recognised as a
reduction of rental income over the lease term on a straight-line basis.
Income from service apartment is recognised when services are rendered to customers. Income from
room rental is recognised on a straight-line basis over the period the customer stays in the service
apartment.
Management and advisory fees from rendering of services that are of short duration are recognised
when the significant acts have been completed.
Revenue is recognised when performance obligation is completed and customer is able to consume the
benefit, i.e. decision in making investment portfolio.
The Group has elected to apply the practical expedient to recognise the incremental costs of obtaining
a contract as an expense when incurred where the amortisation period of the asset that would
otherwise be recognised is one year or less.
Government grants are recognised when there is reasonable assurance that the grants will be received and all
attaching conditions will be complied with. Where the grant relates to an asset, the fair value is deducted from
the asset’s carrying amount and amortised to profit or loss over the expected useful life of the relevant asset by
equal annual instalments.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the entity
recognises as expenses the related costs for which the grants are intended to compensate.
83
2.22 Taxes
Current tax assets and liabilities for the current period and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted by the end of the reporting
period, in the country where the Group operates and generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax relates to
items recognised outside profit or loss, either in other comprehensive income or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subjected to interpretation and establishes provisions where appropriate.
Deferred income tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of unused tax
credits and unused tax losses can be utilised except:
- where the deferred income tax asset relating to the deductible temporary difference arises from
the initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
and
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred tax asset to be utilised.
84
Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to
the extent that it has become probable that future taxable profit will allow the deferred tax asset to be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted at the end of each reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity and deferred tax arising from a business combination is
adjusted against goodwill on acquisition.
Revenues, expenses and assets are recognised net of the amount of sales tax except:
- Where the sales tax incurred in a purchase of assets or services is not recoverable from the
taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable; and
- Receivables and payables that are stated with the amount of sales tax included.
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly
attributable to the issuance of ordinary shares are deducted against share capital.
2.24 Contingencies
(a) a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group; or
(b) a present obligation that arises from past events but is not recognised because:
(i) It is not probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; or
(ii) The amount of the obligation cannot be measured with sufficient reliability.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group.
85
Contingent liabilities and assets are not recognised on the balance sheet of the Group except for contingent
liabilities assumed in a business combination that are present obligations and which the fair values can be
reliably determined.
The preparation of the Group’s consolidated financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and
the disclosure of contingent liabilities at the end of reporting period. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or
liability affected in the future periods.
In the process of applying the Group’s accounting policies, management has made the following judgements
which have the most significant effect on the amounts recognised in the consolidated financial statements:
An associate is an entity over which the Group has the power to participate in the financial and operating
policy decisions of the investee but does not have control or joint control of those policies.
Management has determined that it does not have control or joint control over its associated companies. The
Group’s associated company is disclosed in Note 16 to the financial statements.
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of
the reporting period are discussed below. The Group based its assumptions and estimates on parameters
available when the financial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances arising beyond the control of
the Group. Such changes are reflected in the assumptions when they occur.
The Group carries its investment properties with changes in fair values being recognised in profit or loss.
The Group engaged real estate valuation experts to assess fair value as at 31 December 2020. The fair
values of the investment properties are determined by independent real estate valuation experts using
recognised valuation techniques. These techniques comprise both the market comparable approach
and discounted cash flow method.
The determination of the fair values of the investment properties require the use of estimates on yield
adjustments such as location, tenure and condition and size. These estimates are based on local market
conditions existing at the end of each reporting date. The key assumptions used to determine the fair
value of these investment properties and sensitivity analysis are provided in Note 35(b).
The carrying amount of the investment properties carried at fair value as at 31 December 2020 is
$336,400,000 (31 March 2020: $338,535,000).
86
The Group assesses whether there are any indicators of impairment for all non-financial assets at
each reporting date. Non-financial assets are tested for impairment when there are indicators that the
carrying amounts may not be recoverable.
When value in use calculations are undertaken, management must estimate the expected future cash
flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate
the present value of those cash flows.
Management provides for ECLs based on the general approach and the extent of loss allowance
is dependent on consideration of many factors, amongst others, the extent of credit deterioration
since initial recognition, information and data that indicate the credit quality of the subsidiaries and
the probability of default, amounts that are expected to be recovered in a default and adjustment for
forward-looking information. The amounts due from subsidiaries and related companies, including
their carrying amount and their related impairment as at 31 December 2020 are disclosed in Notes 20
and 21, respectively.
4. Revenue
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
87
Primary geographical
markets
Singapore 1,880,124 5,052,389 4,833,173 9,924,967 70,862 – 6,784,159 14,977,356
Major product
or service lines
Residential properties – – 865,981 1,197,145 – – 865,981 1,197,145
Commercial properties – – 3,967,192 8,727,822 – – 3,967,192 8,727,822
Serviced apartment
operation income 1,880,124 5,052,389 – – – – 1,880,124 5,052,389
For the financial period from 1 April 2020 to 31 December 2020
Management and
Notes to the Financial Statements
Timing Of transfer of
goods or services
At a point in time – – – – 70,862 – 70,862 –
Over time 1,880,124 5,052,389 4,833,173 9,924,967 – – 6,713,297 14,977,356
1,880,124 5,052,389 4,833,173 9,924,967 70,862 – 6,784,159 14,977,356
* Excluding serviced apartment
Notes to the Financial Statements
For the financial period from 1 April 2020 to 31 December 2020
4. Revenue (cont’d)
Information about receivables, contract assets and contract liabilities from contracts with customers is
disclosed as follows:
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
Contract assets primarily relate to the Group’s right to consideration for work completed but not
yet billed at reporting date for sale of development properties. Contract assets are transferred to
receivables when the rights become unconditional.
Contract liabilities primarily relate to the Group’s obligation to transfer goods or services to customers
for which the Group has received advances received from customers for its serviced apartment.
Contract liabilities are recognised as revenue as the Group performs under the contract.
5. Cost of sales
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
6. Interest income
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
89
7. Other income
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
Government grants relate to property tax rebates and cash grants received from the Singapore Government to
help businesses deal with the impact from COVID-19. For the property tax rebates, the Group is obliged to pass
on the benefits to its tenants and has transferred these to the tenants in form of rent rebates during the current
financial year. For the cash grant, the Group is obliged to waive up to 4 months of rental to eligible tenants.
8. Finance costs
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
90
The following items have been included in arriving at profit before tax:
Group
1.4.2020 to 1.4.2019 to
Note 31.12.2020 31.3.2020
$ $
The major components of income tax expense for the financial period ended 31 December 2020 and financial
year ended 31 March 2020 are:
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
91
A reconciliation between tax expense and the product of profit before tax multiplied by the applicable
corporate tax rate for the financial period ended 31 December 2020 and financial year ended 31 March 2020 is
as follows:
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
Tax at statutory tax rate of 17% (31 March 2020: 17%) 122,066 475,604
Adjustments:
Non-deductible expenses 1,030,528 1,833,500
Income not subject to taxation (581,187) (1,192,272)
Effect of partial tax exemption and tax relief (37,575) (49,235)
Benefits from previously unutilised tax losses (88,752) (1,313)
Under/(over) provision of current income tax in respect of prior years 71,943 (512,944)
Over provision of deferred tax in respect of prior years – (47,580)
Adjustment for share of results of joint venture 19,781 13,640
Adjustment for share of results of associate 731 7,287
Others (6,887) 17,714
Income tax expense recognised in profit or loss 530,648 544,401
Group
Balance sheet Profit or loss
1.4.2020 to 1.4.2019 to 1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
92
As at 31 December 2020, certain subsidiaries of the Group have tax losses of approximately $4,594,848
(31 March 2020: $5,191,944) that are available for offset against future taxable profits of the companies in which
the losses arose, net of amounts transferred under the group relief transfer system, for which no deferred
tax assets is recognised due to uncertainty of its recoverability. The use of the tax losses is subject to the
agreement of the tax authorities and compliance with certain provisions of the tax legislation of the country in
which the companies operate. The tax loss has no expiry date.
Basic earnings per share are calculated by dividing earnings attributable to owners of the Company by the
weighted average number of ordinary shares outstanding during the financial period.
Diluted earnings per share are calculated by dividing earnings for the financial period attributable to owners
of the Company by the weighted average number of ordinary shares outstanding during the financial period
plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive
potential ordinary shares into ordinary shares.
The basic and diluted earnings per share are calculated by dividing the profit for the year attributable to
owners of the Company by the weighted average number of ordinary shares.
The following table reflects the earnings used in the computation of basic and diluted earnings per share for
the financial period ended 31 December 2020 and financial year ended 31 March 2020.
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
Group
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
No of shares No of shares
93
Cost
Accumulated depreciation
At 1 April 2019 167,471 36,051 157,481 1,686,780 428,171 105,532 2,581,486
Charge for the financial year – 3,933 7,191 254,705 94,180 9,535 369,544
For the financial period from 1 April 2020 to 31 December 2020
Notes to the Financial Statements
Computers
Leasehold Office and Furniture
Company improvement equipment software and fittings Total
$ $ $ $ $
Cost
At 31 March 2019, 31 March
2020 and 31 December 2020 27,919 12,364 51,931 69,948 162,162
Accumulated depreciation
At 1 April 2019 27,919 12,364 51,149 67,680 159,112
Charge for the financial year – – 782 2,268 3,050
At 31 March 2020 – – – – –
Group
31.12.2020 31.3.2020
$ $
The Group has no restrictions on the realisability of its investment properties and no contractual obligations to
purchase, construct or develop investment property or for repairs, maintenance or enhancements.
95
Investment properties are stated at fair value, which has been determined based on valuations performed
at the end of the reporting period. The valuations were performed by Cushman & Wakefield VHS (31 March
2020: CKS Property Consultants Pte. Ltd.), an independent valuer with a recognised and relevant professional
qualification and with recent experience in the location and category of the properties valued. Details of the
valuation techniques and inputs are disclosed in Note 35(b).
Investment properties amounting to $336,400,000 (31 March 2020: $338,535,000) are mortgaged to secure
certain bank loans of the Group (Note 25).
The investment properties held by the Group as at 31 December 2020 are as follows:
Unexpired
Description and Location Existing Use Tenure lease term
Company
31.12.2020 31.3.2020
$ $
96
Proportion (%)
Country of of ownership
Name Principal activities incorporation interest
31.12.20 31.3.20
% %
Kovan Properties Pte. Ltd. (1) Investment holding Singapore 100 100
Pollux Alpha Investments Ltd. (1) Investment holding British Virgin 100 100
Islands
Stirling Fort Capital Pte. Ltd. (“SFCPL”) (2) Fund management Singapore 100 50.01
Bvlgari Park Residences Pte. Ltd. (1) Property development Singapore 100 100
Channel Residences Pte. Ltd. (1) Property development Singapore 100 100
Giorgio Residences Pte. Ltd. (1) Property development Singapore 100 100
Peninsula Park Residences Pte. Ltd. (1) Property investment Singapore 100 100
holding
Tinifia Investment Pte. Ltd. (1) Property investment Singapore 100 100
holding
Symbianta Worldwide Inc. (1) Property investment British Virgin 100 100
holding Islands
Savers Investment Ltd. (1) Property investment British Virgin 100 100
holding Islands
Cherimoya Worldwide Corporation (1) Property investment British Virgin 100 100
holding Islands
Note:
(1) Audited by Ernst & Young LLP, Singapore.
(2) Audited by JC Allianz & Co.
97
On 7 October 2020, the Group had entered into a share transfer agreement with the vendors of SFCPL to
acquire 300,000 ordinary shares at $300,000, representing 49.99% of the issued share capital of SFCPL.
Following the completion of the acquisition, SFCPL became a wholly-owned subsidiary of the Group.
The Group has acquired SFCPL after taking into consideration the potential synergies of full integration of
SFCPL with the Group’s business operations and management team. The acquisition is also expected to reduce
costs through economies of scale.
The fair value of the identifiable assets and liabilities as at acquisition date were:
Fair value
recognised on
acquisition
$
98
From the acquisition date, SFCPL has contributed $70,862 of revenue and $19,932 to the Group’s profit after tax
for the year. If the business combination had taken place at the beginning of the year, the revenue of the Group
would have been higher by $172,551 and the Group’s profit after tax would have been higher by $11,336.
The Group has 50% (31 March 2020: 50%) interest in the ownership and voting rights in a joint venture, Pollux
Botero Pte. Ltd.(1). The joint venture was incorporated in Singapore and holds 100% interest in an entity with a
property under development. The Group jointly controls the venture with other partner under the contractual
agreement and requires unanimous consent for all major decisions over the relevant activities. The Group has
recognised its interest in the joint venture using the equity method.
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
Shares, at cost 1 1 1 1
Share of post-acquisition
reserves 2,789,095 2,905,452 – –
2,789,096 2,905,453 1 1
Note:
99
Summarised financial statement information in respect of Pollux Botero Pte. Ltd., in the consolidated financial
statements is as follows:
Group
31.12.2020 31.3.2020
$ $
1.4.2020 to 1.4.2019 to
31.12.2020 31.3.2020
$ $
100
On 7 September 2015, the Group acquired 50.01% of interest of Stirling Fort Capital Pte. Ltd. (“SFCPL”)(1), for
a total consideration of $847,000. The company was incorporated in Singapore. The principal activities of the
company are fund management and providing investment advisory services approved by Monetary Authority
of Singapore.
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
The summarised financial information of Stirling Fort Capital Pte. Ltd., and reconciliation with the carrying
amount of the investment is as follows:
31.3.2020
$
Following the completion of the acquisition of the additional 49.99% of the issued share capital of SFCPL,
SFCPL became a wholly-owned subsidiary of the Group (Note 14).
Note:
101
1.4.2020 to 1.4.2019 to
6.10.2020 31.3.2020
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
Non-current:
- Equity securities (unquoted) 502,881 1,219,025 502,881 1,219,025
102
Group
31.12.2020 31.3.2020
$ $
Trade receivables are generally on 7 – 30 days’ term. They are non-interest bearing and are recognised at
their original invoice amounts which represent their fair values on initial recognition. Trade receivables are
denominated in Singapore Dollars.
The movement in allowance for expected credit losses of trade receivables computed based on lifetime ECL is
as follows:
Group
31.12.2020 31.3.2020
$ $
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
Deposit receivable includes lease rental deposit paid by the Company on behalf of a disposed subsidiary in
previous years.
103
The movement in allowance for expected credit losses of other receivables computed based on lifetime ECL is
as follows:
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
At the end of the financial year, the Group and the Company have provided an allowance of $6,562,531 (31
March 2020: $6,562,531) and $2,001,250 (31 March 2020: $2,001,250) for impairment of payment of construction
cost in advance to main contractor and rental deposit due from tenant.
Company
31.12.2020 31.3.2020
$ $
The amounts due from subsidiaries are denominated in Singapore Dollars, non-trade in nature, unsecured,
non-interest bearing, repayable on demand and to be settled in cash.
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
The amounts due from related companies are denominated in Singapore Dollars, non-trade in nature,
unsecured, repayable on demand, bear interest of 3.32% (31 March 2020: 3.32%) and are to be settled in cash.
104
Cash flows
generated from
Non-cash investing
31.3.2020 settlement activities 31.12.2020
$ $ $ $
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
Included in the Group’s cash at banks are $153,569 (2020: $153,569) held under the Project Account Rules
(1997 Ed), withdrawals from which are restricted to payments for development expenditure incurred on
development properties.
Pledged bank deposits are pledged to bank as collateral for banking facilities at the end of the financial period.
The effective interest rate of the deposits was 1.09% (31 March 2020: 0.80%) per annum.
The weighted average effective interest rate per annum relating to fixed deposits for the Group and Company
is 0.3% (31 March 2020: Nil). Interest rates reprice upon maturity or rollover of the fixed deposits, at intervals of
one month.
Trade payables are denominated in Singapore Dollars, non-interest bearing and are normally settled on 60-day
terms.
105
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
Other payables are denominated in Singapore Dollars, unsecured, interest-free and repayable on demand.
Provisions
Provisions mainly relate to provision for liquidated damages arising from the development properties.
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
Beginning of financial
period/year 185,679 557,740 – –
Utilised during the financial
period/year (33,353) (372,061) – –
End of financial period/year 152,326 185,679 – –
Group
Maturity 31.12.2020 31.3.2020
$ $
Current:
Short-term bank loans 2021 15,091,600 15,091,600
Current portion of long-term bank loans 2021 15,790,720 7,172,931
30,882,320 22,264,531
Non-current:
Long-term bank loans 2022-2037 136,945,237 146,747,538
Total 167,827,557 169,012,069
106
(a) The Group’s loans are denominated mainly in Singapore Dollars. During the financial period, the
effective interest rates of the bank loans ranged from 1.00% to 4.57% (31 March 2020: 1.95% to 4.68%)
per annum.
(b) There are no unsecured loans for the financial years ended 31 December 2020 and 31 March 2020. The
Group’s loans are generally secured by the following:
(iii) Legal assignment over all rights, titles, and interests in the related construction contracts,
insurance policies, performance bond (if any), tenancy agreements, current and future rental
income relating to the specified property pledged and sale and purchase agreements in respect
of properties under development and investment properties
The long-term bank loans include a financial covenant that the outstanding loan balance shall not exceed the
range of stipulated percentage 55% to 80% (31 March 2020: 55% to 80%) of the market value of the properties.
Cash flows
generated from
financing
31.3.2020 Reclassification activities 31.12.2020
$ $ $ $
Cash flows
generated from
financing
1.4.2019 Reclassification activities 31.3.2020
$ $ $ $
107
The loan from joint venture is denominated in Singapore Dollars, unsecured, non-interest bearing, to be settled
in cash and not be recalled in the next 12 months.
The amounts due to subsidiaries are denominated in Singapore Dollars, unsecured, non-interest bearing,
repayable on demand and to be settled in cash.
31.12.2020 31.3.2020
No. of shares $ No. of 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. The ordinary shares have no par value.
29. Commitments
The Group has entered into various operating lease agreements for its investment properties. These
non-cancellable leases have remaining lease terms of between 1 to 7 years.
Future minimum rentals receivables under non-cancellable operating leases as at 31 December 2020 and
31 March 2020 are as follows:
Group
31.12.2020 31.3.2020
$ $
108
30. Contingencies
Contingent liability
Litigation
Pursuant to the sale of Builders Shop Pte. Ltd (“BSPL”) to Lorenzo International Limited (“Lorenzo”) in the
financial year ended 31 March 2012, the Company had agreed to indemnify Lorenzo for any “actual and proven
damages” arising from the construction projects undertaken prior to the disposal of BSPL.
In the financial year ended 31 March 2014, Lorenzo made an indemnity claim for legal costs associated with
a construction project that was under litigation with the developer. The Company mistakenly paid Lorenzo
$374,868 for the legal fees incurred and recorded the legal fees as an expense in the income statement.
During the financial year 31 March 2015, the Company paid additional legal fees of $325,000 to Lorenzo. These
additional legal fees were recorded as other receivables in the balance sheet. The Company has since sought
independent advice, which opined that the indemnity does not expressly cover legal and expert fees incurred
for litigation. Accordingly, the Company believes that there are reasonable grounds that the legal fees paid to
Lorenzo are recoverable, and as such, did not expense the legal fees during the financial year ended 31 March
2015.
In the financial year ended 31 March 2019, the Company had received a letter of demand from Lorenzo
dated 14 March 2019 claiming for $5 million. The claim is subjected to the deduction of the rental deposit of
$1,675,000 and payment of legal fees made on behalf of Lorenzo of $699,868.
As at 31 December 2020, the Company did not make any provision for damages on the ongoing litigation
relating to BSPL’s construction project as they believe that the claim against the Company cannot be
substantiated. The case is currently still ongoing as at the date of the 2020 financial statements.
Guarantees
As at 31 December 2020, corporate guarantees issued to banks by the Company in respect of banking facilities
extended to subsidiaries amounted to $175,001,291 (31 March 2020: $175,001,291) of which the amounts
utilised by the subsidiaries was $149,421,842 (31 March 2020: $150,088,393).
Group
31.12.2020 31.3.2020
$ $
The above includes directors’ and key management’s remuneration shown in Note 32(b).
109
In addition to the related party information disclosed elsewhere in the financial statements, the
following significant transactions between the Group and related parties took place during the financial
year at terms agreed between the parties:
Group
31.12.2020 31.3.2020
$ $
Group
31.12.2020 31.3.2020
$ $
For management purposes, the Group is organised into business units based on their products and services
and has three reportable segments as follows:
(a) The Property Development segment is involved in acquisition and development of properties for sale
(b) The Property Investment segment is involved in renting of properties and operating of serviced
apartments
(c) The Corporate segment is involved in Group-level corporate services and investment
Management monitors the operating results of its business units separately for the purpose of making
decisions on resource allocation and performance assessment. Segment performance is evaluated based on
operating profit or loss which in certain aspects, as explained in the table below, is measured differently from
operating profit or loss in the consolidated financial statements. The Group’s financing (including finance costs
and income) and income taxes are managed on a group basis and are not allocated to operating segments.
110
Revenue:
External customers 6,713,297 14,977,356 – – – – 70,862 – 6,784,159 14,977,356
Inter-segment – – – – – – – – – –
Total revenue 6,713,297 14,977,356 – – – – 70,862 – 6,784,159 14,977,356
Results:
Interest income 69,135 43,302 – – 457,782 – – – 526,917 43,302
Other income 123,820 16,325 – – 782,870 1,661 3,600 – 910,290 17,986
Depreciation 25,903 366,045 – – – 3,050 – – 25,903 369,095
Interest expense 1,676,190 4,562,736 661 587 1,157 1,056 1 – 1,678,009 4,564,379
Share of results of
joint venture – – (116,357) (80,238) – – – – (116,357) (80,238)
Share of results of
For the financial period from 1 April 2020 to 31 December 2020
Income tax expense 523,244 489,200 701 55,201 – – 6,703 – 530,648 544,401
Segment profit/(loss) 1,037,484 3,583,173 (198,150) (120,516) (671,881) (1,209,388) 19,932 – 187,385 2,253,269
Assets
Investment in a joint
venture – – 2,789,096 2,905,453 – – – – 2,789,096 2,905,453
Additions to
non-current assets – – – – – 862,534 – – – 862,534
Segment assets 345,872,672 350,610,727 2,095,637 2,161,036 22,524,207 30,892,839 937,578 – 371,430,094 383,664,601
Total assets 345,872,672 350,610,727 4,884,733 5,066,489 22,524,207 31,755,373 937,578 – 374,219,190 387,432,589
Liabilities
Provision for taxation 772,756 1,148,775 – – – – – – 772,756 1,148,775
Deferred tax liabilities 8,336 8,336 – – – – – – 8,336 8,336
Segment liabilities 152,325,236 154,840,382 4,022,980 4,040,812 21,383,287 31,971,160 96,086 – 177,827,589 190,852,354
Total liabilities 153,106,328 155,997,493 4,022,980 4,040,812 21,383,287 31,971,160 96,086 – 178,608,681 192,009,465
Geographical information
Revenue and non-current assets information based on the geographical location of customers and assets
respectively are as follows:
Non-current assets information presented above consist of plant and equipment, investment properties,
long-term investment securities, investment in a joint venture and an associate presented in the consolidated
balance sheet.
The Group and the Company are exposed to financial risks arising from its operations and the use of financial
instruments. The key financial risks include credit risk, interest rate risk, price risk and liquidity risk. The Board
of Directors reviews and agrees policies and procedures for the management of these risks, which are executed
by the Chief Executive Officer.
It is, and has been throughout the current financial period and previous financial year, the Group’s policy that
no trading in derivatives for speculation purposes shall be undertaken.
The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks:
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty
default on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from
trade and other receivables. For other financial assets (including cash and short-term deposits), the
Group and the Company minimise credit risk by dealing with high credit rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to
increased credit risk exposure. The Group trades only with recognised and creditworthy third parties.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit
verification procedures. In addition, receivable balances are monitored on an ongoing basis to help
ensure that the Group’s exposure to bad debts is not significant.
The Group considers the probability of default upon initial recognition of asset and whether there
has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Group has determined the default event on a financial asset to be when the counterparty fails to
make contractual payments, within 90 days when they fall due, which are derived based on the Group’s
historical information.
112
The Group considers “low risk” to be an investment grade credit rating with at least one major rating
agency for those investments with credit rating. To assess whether there is a significant increase in
credit risk, the Group compares the risk of a default occurring on the asset as at reporting date with
the risk of default as at the date of initial recognition. The Group considers available reasonable and
supportive forwarding-looking information which includes the following indicators:
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than
90 days past due in making contractual payment. The Group determined that its financial assets are
credit-impaired when:
The Group categorises a loan or receivable for potential write-off when a debtor fails to make
contractual payments more than 90 days past due. Financial assets are written off when there is no
reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the
Group. Where loans and receivables have been written off, the Group continues to engage enforcement
activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in
profit or loss.
The Group uses a provision matrix to measure the lifetime expected credit loss allowance for trade
and other receivables. In measuring the expected credit losses, trade and other receivables are
grouped based on days past due. In calculating the expected credit loss rates, the Group considers
historical loss rates for each category of receivables and adjusts to reflect current and forward-looking
macroeconomic data. The Group had assessed that the lifetime expected credit loss of trade and other
receivables as disclosed in Notes 18 and 19 is not significant.
113
Intercompany receivables
The Group provides for ECLs based on the general approach and the extent of loss allowance is
dependent on consideration of many factors, amongst others, the extent of credit deterioration since
initial recognition, information and data that indicate the credit quality of the subsidiaries/related
companies and the probability of default, amounts that are expected to be recovered in a default and
adjustment for forward-looking information. The Group had assessed that the expected credit loss of
intercompany receivables as disclosed in Notes 20 and 21 is not significant.
At the balance sheet date, the Group’s and the Company’s maximum exposure to credit risk is
represented by:
– the carrying amounts of each class of financial assets recognised in the balance sheet, and
– a nominal amount of $175,001,291 (31 March 2020: $175,001,291) relating to corporate
guarantees provided by the Company for its subsidiaries and joint venture
The Group determines concentrations of credit risk by monitoring the country and industry sector
profile of its trade receivables, contract assets, other receivables and due from related companies on
an on-going basis. The credit risk concentration profile of the Group’s trade and other receivables at the
balance sheet date is as follows:
Group
31.12.2020 31.3.2020
$ % of total $ % of total
Trade receivables
By Country:
Singapore 610,502 100 109,540 100
By Industry:
Property investment 83,333 14 109,540 100
Fund management 527,169 86 – –
610,502 100 109,540 100
Contract assets
By Country:
Singapore 1,628,192 100 1,706,465 100
By Industry:
Property development 1,628,192 100 1,706,465 100
114
Group
31.12.2020 31.3.2020
$ % of total $ % of total
Other receivables
By Country:
Singapore 213,710 100 129,096 100
By Industry:
Property investment 63,945 30 85,193 66
Fund management 146,384 68 – –
Others 3,381 2 43,903 34
213,710 100 129,096 100
By Industry:
Property development – – 27,155,814 90
Property investment 15 100 3,070,015 10
15 100 30,225,829 100
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and Company’s financial
instruments will fluctuate because of changes in market interest rates. The Group’s and Company’s
exposure to interest rate risk arises primarily from loans and borrowings.
The Group obtains financing through loans from financial institutions. The Group’s policy is to obtain
the most competitive market interest rates in the prevailing market.
At the balance sheet date, if interest rates had been 50 (31 March 2020: 50) basis points lower/higher
with all other variables held constant, the Group’s profit before tax would have been $839,138 (31 March
2020: $845,060) higher/lower arising mainly as a result of lower/higher interest expense on floating rate
loans from financial institutions and interest income from a related company.
115
Price risk is the risk that the fair value or future cash flows of the Group’s financial instruments will
fluctuate because of changes in market prices (other than interest and exchange rates). The Group is
exposed to equity price risk arising from its investment in quoted equity securities. These securities are
quoted on the Singapore Exchange Securities Trading Limited (SGX-ST) in Singapore and are classified
as held for trading.
At the date of this report, the market price of the quoted shares had increased by approximately 1%
(31 March 2020: increased by approximately 29%). If the marketable securities were recorded at the
current market price at the end of the reporting period, the Group’s fair value gain on quoted shares and
net profit for the year would have been approximately $86,400 and $189,185 (31 March 2020: fair value
loss of $41,400 and net profit of $2,294,669) respectively, arising from a fair value gain on investment in
equity instruments classified as fair value through profit and loss.
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises
primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the
Company’s objective is to maintain a balance between continuity of funding and flexibility through the
use of stand-by credit facilities.
The Group and the Company monitor and maintain a level of cash and bank balances deemed
adequate by the management to finance the Group’s and Company’s operations and mitigate the effect
of fluctuations in cash flows.
116
The table below summarises the maturity profile of the Group’s and the Company’s financial assets and liabilities at the balance sheet date
based on contractual undiscounted repayment obligations:
31.12.2020 31.3.2020
1 year 1 to Over 1 year 1 to Over
or less 5 years 5 years Total or less 5 years 5 years Total
$ $ $ $ $ $ $ $
Group
Financial assets:
Trade receivables 610,502 – – 610,502 109,540 – – 109,540
Other receivables and deposits 213,710 – – 213,710 129,096 – – 129,096
Due from related companies 15 – – 15 30,225,829 – – 30,225,829
Investment securities 355,181 – – 355,181 144,000 – – 144,000
For the financial period from 1 April 2020 to 31 December 2020
Notes to the Financial Statements
Financial liabilities:
Trade payables 2,294,874 – – 2,294,874 2,312,984 – – 2,312,984
Other payables and accruals 3,434,549 – – 3,434,549 4,287,347 – – 4,287,347
Loans and borrowings 32,794,054 120,266,960 22,509,452 175,570,466 25,211,282 157,817,624 24,416,331 207,445,237
Due to related parties 51 – – 51 10,536 – – 10,536
Loan from joint venture – 3,747,073 – 3,747,073 – 14,490,601 – 14,490,601
Total undiscounted financial
liabilities 38,523,528 124,014,033 22,509,452 185,047,013 31,822,149 172,308,225 24,416,331 228,546,705
Total net undiscounted financial
assets/(liabilities) (5,703,644) (124,014,033) (22,509,452) (152,227,129) 10,284,238 (172,308,225) (24,416,331) (186,584,318)
31.12.2020 31.3.2020
1 year 1 to 5 1 year 1 to 5
or less years Total or less years Total
$ $ $ $ $ $
Company
Financial assets:
Other receivables and deposits 3,381 – 3,381 43,903 – 43,903
Due from subsidiaries 22,742,437 – 22,742,437 28,725,090 – 28,725,090
Due from related companies – – – 27,155,814 – 27,155,814
Cash and cash equivalents 21,250,766 – 21,250,766 1,846,615 – 1,846,615
Total undiscounted financial
assets 43,996,584 – 43,996,584 57,771,422 – 57,771,422
Financial liabilities:
Other payables and accruals 583,698 – 583,698 427,350 – 427,350
Loan from joint venture – 3,747,073 3,747,073 – 14,490,601 14,490,601
Due to subsidiaries 73,322,984 – 73,322,984 74,084,861 – 74,084,861
Total undiscounted financial
liabilities 73,906,682 3,747,073 77,653,755 74,512,211 14,490,601 89,002,812
Total net undiscounted
financial liabilities (29,910,098) (3,747,073) (33,571,171) (16,740,789) (14,490,601) (31,231,390)
The table below shows the contractual expiry by maturity of the Group and the Company’s contingent
liabilities and commitments. The maximum amount of the financial guarantee contracts are allocated
to the earliest period in which the guarantee could be called.
31.12.2020
One year One to Over five
or less five years years Total
Financial guarantees:
- Banking facilities 35,497,709 114,980,514 24,523,068 175,001,291
35,497,709 114,980,514 24,523,068 175,001,291
31.3.2020
One year One to Over five
or less five years years Total
Financial guarantees:
- Banking facilities 22,264,531 129,879,855 22,856,905 175,001,291
22,264,531 129,879,855 22,856,905 175,001,291
118
The Group categorises fair value measurement using a fair value hierarchy that is dependent on the
valuation inputs used as follows:
– Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Group can access at the measurement date,
– Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices),
and
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety
in the same level of the fair value hierarchy as the lowest level input that is significant to the entire
measurement.
The following table shows an analysis of the Group’s assets measured at fair value at the end of the
reporting period:
Group
31.12.2020
Quoted
prices in Significant
active observable
markets for inputs other Significant
identical than quoted unobservable
instruments prices inputs
(Level 1) (Level 2) (Level 3) Total
$ $ $ $
Financial assets:
Equity securities at fair value
through profit or loss (Note 17)
Quoted equity securities 355,181 – – 355,181
Unquoted equity securities – – 502,881 502,881
Non-financial asset:
Investment properties (Note 13) – 67,900,000 268,500,000 336,400,000
119
Group
31.3.2020
Quoted prices Significant
in active observable
markets for inputs other Significant
identical than quoted unobservable
instruments prices inputs
(Level 1) (Level 2) (Level 3) Total
$ $ $ $
Financial assets:
Equity securities at fair value
through profit or loss (Note 17)
Quoted equity securities 144,000 – – 144,000
Unquoted equity securities – – 1,219,025 1,219,025
Non-financial asset:
Investment properties (Note 13) – 302,035,000 36,500,000 338,535,000
Information about significant unobservable inputs used in Level 3 fair value measurements.
120
(c) Fair value of financial instruments by classes that are not carried at fair value and whose
carrying amounts are reasonable approximation of fair value
Management has determined that the carrying amounts of trade receivables, other receivables
and deposits, due from/(to) subsidiaries, due from/(to) related companies/parties, cash and cash
equivalents, trade payables, other payables and accruals and loans and borrowings are reasonable
approximation of their fair values as they are either repayable on demand, short-term in nature or
floating rate instruments that are re-priced to market interest rates on or near the balance sheet date.
The fair value of loan from joint venture is estimated by discounting future cash flows using rates
currently available for debt on similar terms, credit risk and remaining maturities. As at the end of the
reporting period, the carrying amounts of such items are not materially different from their calculated
fair values.
Group Company
31.12.2020 31.3.2020 31.12.2020 31.3.2020
$ $ $ $
Financial assets at
amortised cost
Trade receivables 610,502 109,540 – –
Other receivables and
deposits 200,463 129,096 3,381 43,903
Due from subsidiaries – – 22,742,437 28,725,090
Due from related
companies 15 30,225,829 – 27,155,814
Cash and cash equivalents 31,640,476 11,497,922 21,250,766 1,846,615
32,451,456 41,962,387 43,996,584 57,771,422
Liabilities measured at
amortised cost
Trade payables 2,294,874 2,312,984 – –
Other payables and
accruals 3,434,549 4,287,347 583,698 427,350
Loans and borrowings 167,827,557 169,012,069 – –
Loan from joint venture 3,747,073 14,490,601 3,747,073 14,490,601
Due to related parties 51 10,536 – –
Due to subsidiaries – – 73,322,984 74,084,861
177,304,104 190,113,537 77,653,755 89,002,812
121
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in
order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
shareholders, return capital to shareholders or issue new shares. No changes were made to the objectives,
policies or processes during the financial period ended 31 December 2020 and financial year ended 31 March
2020.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net
debt comprises trade payables, other payables and accruals, loans and borrowings and loan from joint venture
less cash and cash equivalents. Capital comprises equity attributable to the owners of the Company.
Group
31.12.2020 31.3.2020
$ $
The Company has changed its financial year end from 31 March to 31 December and the financial statements
are prepared for the financial period from 1 April 2020 to 31 December 2020. The comparatives are from the
preceding financial year for the twelve months ended 31 March 2020 and are not entirely comparable.
The financial statements for the financial period from 1 April 2020 to 31 December 2020 were authorised for
issue in accordance with a resolution of the directors on 5 April 2021.
122
Based on information available to the Company as at 15 March 2021, 10.01% of the issued ordinary shares of the
Company is held by the public and therefore Rule 723 of the Listing Manual Section B: Rules of Catalist of the
Singapore Exchange Securities Trading Limited is complied with.
ANALYSIS OF SHAREHOLDINGS
(As recorded in the Register of Members and Depository Register)
No. of
Range of Shareholdings Shareholders % No. of Shares %
1 - 99 2 0.16 13 0.00
100 - 1,000 335 27.57 321,920 0.01
1,001 - 10,000 460 37.86 2,469,210 0.09
10,001 - 1,000,000 384 31.61 41,415,632 1.50
1,000,001 and above 34 2.80 2,715,261,550 98.40
1,215 100.00 2,759,468,325 100.00
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TOP 20 SHAREHOLDERS
SUBSTANTIAL SHAREHOLDERS
(As recorded in the Register of Substantial Shareholders)
(1) PT. Pollux Multi Artha (the sole shareholder of Pollux Holdings Pte. Ltd.) is 99.99% owned by Dr. Nico Purnomo Po. By virtue of section 7(4) of
the Companies Act (Chapter 50) of Singapore (the “Act”), Dr. Nico Purnomo Po is therefore deemed interested in the shares of the Company
held by Pollux Holdings Pte. Ltd.
(2) Dr. Nico Purnomo Po is deemed to be interested in the 2,483,242,325 shares held by Pollux Holdings Pte. Ltd., by virtue of section 7(4) of
the Act.
124
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 554 Havelock Road,
Singapore 169639, by way of electronic means on Tuesday, 27 April 2021 at 2.00 p.m. (Singapore time), for the purpose
of transacting the following businesses:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Financial Statements for the financial period Resolution 1
ended 31 December 2020 and the Directors’ Statement and the Auditors’ Report thereon.
2. To approve the payment of Directors’ fees of S$111,349 for the financial period ended Resolution 2
31 December 2020. (Financial year ended 31 March 2020: S$150,000.00)
3. To re-elect Mr. Tan Lye Heng Paul, a Director retiring pursuant to Regulation 88 of the Resolution 3
Company’s Constitution. (See Explanatory Note)
4. To re-elect Timur Pradopo, Director retiring pursuant to Regulation 89 of the Company’s Resolution 4
Constitution. (See Explanatory Note)
5. To re-appoint Messrs Ernst & Young LLP as Auditors and to authorise the Directors to fix Resolution 5
their remuneration.
SPECIAL BUSINESS
6. To approve, by all shareholders, the continued appointment of Mr. Low Chai Chong as an Resolution 6
Independent Director in accordance to Rule 406(3)(d)(iii)1 of the Listing Manual Section
B: Rules of Catalist. This Resolution shall remain in force until the earlier of Mr. Low Chai
Chong’s retirement or resignation, or the conclusion of the third Annual General Meeting
following the passing of this Resolution and Resolution 7 below. (See Explanatory Note)
7. To approve, subject to and contingent upon the passing of Resolution 6 above, by Resolution 7
shareholders (excluding the Directors and the Chief Executive Officer of the Company,
and the respective associates of such Directors and Chief Executive Officer) the continued
appointment of Mr. Low Chai Chong as an Independent Director in accordance to Rule
406(3)(d)(iii)1 of the Listing Manual Section B: Rules of Catalist. This Resolution shall remain
in force until the earlier of Mr. Low Chai Chong’s retirement or resignation, or the conclusion
of the third Annual General Meeting following the passing of this Resolution.
(See Explanatory Note)
To consider and, if thought fit, to pass, with or without modifications, the following resolution as ordinary resolution:-
8. THAT pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore and Rule Resolution 8
806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities
Trading Limited (the “SGX-ST”) (the “Catalist Rules”), authority be and is hereby given to
the Directors to:
(a) (i) issue shares in the capital of the Company (the “Shares”) whether by way of
rights, bonus or otherwise; and/or
1 Rule 406(3)(d)(iii) of the Listing Manual Section B: Rules of Catalist will come into effect on 1 January 2022.
125
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) issue Shares in pursuance of any Instrument made or granted by the Directors while
this resolution was in force, notwithstanding that the authority granted by this
resolution may have ceased to be in force at the time of such issuance of shares.
(1) save as may otherwise be permitted by the SGX-ST, the aggregate number of shares
to be issued pursuant to this Resolution (including shares to be issued in pursuance
of Instruments made or granted pursuant to this Resolution) does not exceed
100% of the total number of issued Shares in the capital of the Company excluding
treasury shares and subsidiary holdings, of which the aggregate number of Shares
and convertible securities issued other than on a pro rata basis to shareholders
of the Company shall not exceed 50% of the total number of issued Shares in the
capital of the Company excluding treasury shares and subsidiary holdings (as
calculated in accordance with paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by SGX-ST) for the
purpose of determining the aggregate number of Shares that may be issued under
paragraph (1) above, the percentage of issued Shares shall be based on the total
number of issued Shares in the capital of the Company excluding treasury shares
and subsidiary holdings at the time this resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of any convertible
securities or share options or vesting of share awards provided that the share
options or awards (as the case may be) were granted in compliance with Part
VIII of Chapter 8 of the Catalist Rules; and
adjustment in accordance with the above Paragraph 2(i) are only to be made in
respect of new shares arising from convertible securities, share options or share
awards which were issued and outstanding or subsisting at the time of the passing of
the resolution approving the mandate.
(3) 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 Constitution for the time being
of the Company; and
(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
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. (See Explanatory Note)
126
OTHER BUSINESS
Nico Purnomo Po
Executive Director and Chief Executive Officer
Singapore
12 April 2021
Explanatory Notes:
Resolution 3
Mr. Tan Lye Heng Paul will, upon re-election as a Director of the Company, remain as Chairman of the Audit Committee and a member of the
Remuneration and Nominating Committee, and he will be considered independent for the purpose of Rule 704(7) of Section B of the Listing Manual
of the SGX-ST.
The profile and key information of Mr. Tan Lye Heng Paul can be found under the section entitled “Board of Directors” of the Company’s Annual
Report 2020.
Resolution 4
Mr. Timur Pradopo will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and of the Remuneration and
Nominating Committee, and he will be considered independent for the purpose of Rule 704(7) of Section B of the Listing Manual of the SGX-ST.
The profile and key information of Mr. Timur Pradopo can be found under the section entitled “Board of Directors” of the Company’s Annual
Report 2020.
Mr. Low Chai Chong (“Mr. Low”), Chairman of the Board of Directors, Chairman of the Remuneration and Nominating Committee and a member
of the Audit Committee, an Independent Director of the Company, has served as a Director of the Company more than 9 years since 1 September
2010. He has submitted himself for a two-tier voting process in accordance with Rule 406(3)(d)(iii) of the Listing Manual Section B: Rules of Catalist,
which will come into effect on 1 January 2022.
Resolution 6 and 7, if duly passed, will remain in force until the earlier of the following: (i) the retirement or resignation of Mr. Low; or (ii) the
conclusion of the third Annual General Meeting of the Company following the passing of Resolution 6 and Resolution 7.
If both the Resolutions 6 and 7 are not passed, on and from 1 January 2022, Mr. Low will be deemed non-independent on and from 1 January 2022.
He shall continue to serve as a non-Independent Director of the Company therefrom. Consequently, on and from 1 January 2022, he shall cease
as Chairman of the Remuneration and Nominating Committee of the Company as in compliance with the Code of Corporate Governance 2018
(the “Code”) and in accordance with the Term of Reference of the Remuneration and Nominating Committee of the Company (the “RNC TOR”)
requiring the Chairman of the Remuneration and Nominating Committee shall be an independent non-executive Director. In view thereof, the
Board of the Directors shall take appropriate steps to appoint an independent non-executive Director to be a Chairman of the Remuneration and
Nominating Committee to comply with the Code and RNC TOR before 1 January 2022.
127
Resolution 8
The Ordinary Resolution 8, if passed, save as may otherwise be permitted by the SGX-ST, will empower the Directors of the Company to issue shares
in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in
pursuance of such instruments, up to a number not exceeding in aggregate 100% of the total number of issued shares (excluding treasury shares
and subsidiary holdings) in the capital of the Company, of which up to 50% may be issued other than on a pro rata basis to shareholders. For the
purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number
of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time that Resolution 6 is passed, after
adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which
are outstanding or subsisting at the time that Resolution 6 is passed, and (b) any subsequent bonus issue or consolidation or subdivision of shares.
Notes:
(1) The Annual General Meeting (“AGM”) is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary
Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture
Holders) Order 2020. Printed copies of this Notice of AGM, the Annual Report of the Company for the financial period ended 31 December
2020 (“Annual Report”) and the proxy form will not be dispatched to members. Instead, this Notice of AGM, Annual Report and the proxy
form will be published on (i) the Company’s website at the URL http://pollux.com.sg/annual-reports, (ii) the SGX website at the URL
https://www.sgx.com/securities/company-announcements; and (iii) AGM website at the URL https://septusasia.com/polluxagm.
(2) Due to measures implemented by the Singapore government to minimise the risk of community spread of COVID-19 in Singapore, the AGM
is being convened and held in accordance to the guidance on safe distancing measures when conducting the general meetings issues by
amongst others the Singapore Exchange Regulation. A member will not be able to attend the AGM in person. Alternative arrangements
relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live
audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the AGM in advance of the AGM, addressing of
substantial and relevant questions prior to the AGM and/or during the AGM and voting by appointing the Chairman of the AGM as proxy at
the AGM, are set out below. Any reference to a time of day is made by reference to Singapore time.
(3) Members will be able to observe and/or listen to the AGM proceedings through a live audio-visual webcast or live audio-only stream via their
mobile phones, tablets or computers. In order to do so, members must pre-register at the Company’s pre-registration website at the URL
https://septusasia.com/polluxagm from now till 2.00 p.m. on 24 April 2021 (“Registration Deadline”) to enable the Company to verify their
status as members of the Company.
Following the verification, authenticated members will receive an email confirming successful registration, and shareholders can use the
login credentials provided to access the live audio-visual webcast and live audio-only stream of the AGM proceedings. Members who do
not receive such email by 2.00 p.m. on 26 April 2021 but have registered by the Registration Deadline should contact the Company’s Share
Registrar, M & C Services Private Limited at telephone +65 6228 0530 or via email at gpb@mncsingapore.com.
(4) Members may also submit questions related to the resolutions to be tabled for approval at the AGM to the Chairman of the AGM, in advance
of the AGM. In order to do so, their questions must be submitted in the following manner by 2.00 p.m. on 21 April 2021:
(a) if submitted by post, be lodged at the registered office of the Company at 554 Havelock Road, Singapore 169639 or the office of the
Company’s Share Registrar at 112 Robinson Road, #05-01, Singapore 068902;
(b) if submitted electronically, be submitted via email to info@pollux.com.sg; or
(iii) the manner in which the member holds shares in the Company (e.g., via CDP, scrip, CPF or SRS).
The Company will endeavor to address all substantial and relevant questions submitted in advance of the AGM prior to or during the AGM.
The Company will publish the responses to the substantial and relevant questions which the Company is unable to address during the AGM,
in its website and on SGXNet prior to the AGM. The Company will publish the minutes of the AGM on its website and on SGXNet.
128
(5) Due to measures implemented by the Singapore government to minimise the risk of community spread of COVID-19 in Singapore,
the AGM is being convened and held in accordance to the guidance on safe distancing measures when conducting the general
meetings issues by amongst others the Singapore Exchange Regulation. A member will not be able to attend the AGM in person.
A member will also not be able to vote online on the resolutions to be tabled for approval at the AGM. A member (whether individual
or corporate) must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such
member wishes to exercise his/her/its voting rights at the AGM. The proxy form for the AGM is available on (i) the Company’s website at the URL
http://pollux.com.sg/annual-reports, (ii) the SGX website at the URL https://www.sgx.com/securities/company-announcements; and (iii) the
AGM website at the URL https://septusasia.com/polluxagm. Printed copies of the proxy form will not be dispatched to members.
Where a member (whether individual or corporate) appoints the Chairman of the AGM as his/her/its proxy, he/she/it must give specific
instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which the appointment of the
Chairman of the AGM as proxy for that resolution will be treated as invalid.
(6) The instrument appointing the Chairman of the AGM as proxy that has been executed by a Member, together with the power of attorney or
other authority (if any) under which it is signed (or a certified copy thereof), must be submitted to the Company in the following manner:
(a) if submitted by post, by lodged at the registered office of the Company at 554 Havelock Road, Singapore 169639; or
(b) if submitted electronically, by submitted via email to the Company’s Share Registrar at gpb@mncsingapore.com,
in either case, by 2.00 p.m. on 24 April 2021, being seventy-two (72) hours before the time set for holding the AGM or at any adjournment
thereof and in default the instrument of proxy shall not be treated as valid.
A member who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, before submitting it by post
to the address provided above, or before scanning and sending it by email to the email address provided above.
Members are strongly encouraged to submit completed proxy forms electronically via email.
(7) Persons who hold shares in the Company through relevant intermediaries (as defined in Section 181 of the Companies Act, Chapter 50
of Singapore), other than CPF and SRS investors, and who wish to participate in the AGM by (a) observing and/or listening to the AGM
proceedings through live audio-visual webcast or live audio-only stream; (b) submitting questions in advance of the AGM; and/or
(c) appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the AGM, should contact the relevant
intermediary through which they hold such shares as soon as possible in order to make the necessary arrangements for them to participate
in the AGM.
In addition, CPF and SRS investors who wish to appoint the Chairman of the AGM as proxy should approach their respective CPF Agent
Banks or SRS Operators to submit their votes by 2.00 p.m. on 16 April 2021, being 7 working days before the date of the AGM.
(8) The Chairman of the AGM, as proxy, need not be a member of the Company.
By (a) pre-registering for the webcast and/or the audio-only tele-conferencing, (b) submitting an instrument appointing the Chairman of the AGM
as proxy to attend, speak and vote at the AGM and/or any adjournment thereof, and/or submitting ANY questions relating to the resolutions to
be tabled for approval at the AGM or the Company’s businesses and operations, a member of the Company consent to the collection, use and
disclosure of your personal data by the Company (or its agents or service providers) for the purpose of
(i) administering the webcast and/or the audio-only tele-conferencing (including, but not limited to, verifying your identity and shareholding
status, registering an account for you to access the webcast and/or the audio-only tele-conferencing, facilitating and administering the
webcast and audio-only tele-conferencing and disclosing your personal data to the Company’s agents or third party service provider for any
such purposes),
(iii) the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of
the Annual General Meeting as proxy appointed for the Annual General Meeting (including any adjournment thereof) and the preparation
and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment
thereof), and
129
(iv) enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines.
Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of
the minutes prepared of the AGM. Accordingly, the personal data of a member (such as his name, his presence at the AGM and any questions
he may raise or motions he propose/second) may be recorded by the Company for such purpose.
This Notice has been reviewed by the Company’s Sponsor, SAC Capital Private Limited. It has not been examined
or approved by the Singapore Exchange Securities Trading Limited (“Exchange”) and the Exchange assumes no
responsibility for the contents of this Notice, including the correctness of any of the statements or opinions made or
reports contained in this Notice.
The details of the contact person for the Sponsor is: Ms Tay Sim Yee (Registered Professional, SAC Capital Private
Limited), Address: 1 Robinson Road, #21-00 AIA Tower, Singapore 048542, Tel: 6232 3210.
130
of (Address)
being a member/members of POLLUX PROPERTIES LTD. (the “Company”) hereby appoint the Chairman of the Annual General Meeting
(“AGM”) of the Company as my/our proxy to attend and vote for me/us on my/our behalf at the AGM of the Company to be held by way
of electronic means, on Tuesday, 27 April 2021 at 2.00 p.m., and at any adjournment thereof.
I/We direct the Chairman of the AGM as my/our proxy to vote for or against, or to abstain from voting on, the resolutions to be proposed
at the AGM as indicated hereunder.
(Voting will be conducted by poll. Please indicate with an “X” in the relevant spaces provided if you wish to cast all your shares “For” or
“Against” or “Abstain” from voting on the resolutions as set out in the Notice of the AGM. Alternatively, please indicate the number of
votes “For” or “Against” in the “For” or “Against” box provided in respect of that resolution. If you wish the Chairman of the Meeting as
your proxy to Abstain from voting on a resolution, please indicate with an “X” in the Abstain box provided in respect of that resolution.
Alternatively, please indicate the number of shares that the Chairman of the Meeting as your proxy is directed to Abstain from voting in
the Abstain box provided in respect of that resolution. In the absence of specific directions, the appointment of the Chairman of
the AGM as proxy for that resolution will be treated as invalid.)
Ordinary Resolutions No. of votes No. of votes No. of votes
For Against Abstain
Ordinary Business
1. To receive, consider and adopt the Audited Financial Statements for the
financial period ended 31 December 2020 and the Directors’ Statement and
the Auditors’ Report thereon.
2. To approve the payment of Directors’ fees of S$111,349 for the financial
period ended 31 December 2020. (Financial year ended 31 March 2020:
S$150,000)
3. To re-elect Mr. Tan Lye Heng Paul retiring pursuant to Regulation 88 of the
Company’s Constitution.
4. To re-elect Mr. Timur Pradopo retiring pursuant to Regulation 89 of the
Company’s Constitution.
5. To re-appoint Messrs Ernst & Young LLP as Auditors and to authorise the
Directors to fix their remuneration.
Special Business
6. To approve, by all shareholders, the continued appointment of Mr. Low Chai
Chong as an Independent Director in accordance to Rule 406(3)(d)(iii)1 of the
Listing Manual Section B: Rules of Catalist
7. To approve, contingent upon the passing of Resolution 6 above, by
shareholders (excluding the Directors and the Chief Executive Officer
of the Company, and the respective associates of such Directors and
Chief Executive Officer) the continued appointment of Mr. Low Chai Chong
as an Independent Director in accordance to Rule 406(3)(d)(iii)1 of the Listing
Manual Section B: Rules of Catalist.
8. To authorise the Directors to allot/issue new shares in the capital of the
Company.
1 Rule 406(3)(d)(iii) of the Listing Manual Section B: Rules of Catalist will come into effect on 1 January 2022.
Notes:
1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in
Section 81SF of the Securities and Futures Act (Chapter 289) of Singapore), you should insert that number of Shares. If you have Shares registered
in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the
Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered
against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument
appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.
2. Due to measures implemented by the Singapore government to minimise the risk of community spread of COVID-19 in Singapore, the AGM
is being convened and held in accordance to the guidance on safe distancing measures when conducting the general meetings issues by
amongst others the Singapore Exchange Regulation. A member will not be able to attend the AGM in person. A member (whether individual
or corporate) must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such
member wishes to exercise his/her/its voting rights at the AGM. The proxy form for the AGM is available on (i) the Company’s website at the URL
http://pollux.com.sg/annual-reports, (ii) the SGX website at the URL https://www.sgx.com/securities/company-announcements; and (iii) the AGM
website at the URL https://septusasia.com/polluxagm. Printed copies of the proxy form will not be dispatched to members.
3. Where a member (whether individual or corporate) appoints the Chairman of the AGM as his/her/its proxy, he/she/it must give specific
instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which the appointment of the Chairman
of the AGM as proxy for that resolution will be treated as invalid.
4. CPF and SRS investors who wish to appoint the Chairman of the AGM as proxy should approach their respective CPF Agent Banks or SRS
Operators to submit their votes by 2.00 p.m. on 16 April 2021, being 7 working days before the date of the AGM.
5. The Chairman of the AGM, as proxy, need not be a member of the Company.
6. The instrument appointing the Chairman of the AGM as proxy that has been executed by a Member, together with the power of attorney or other
authority (if any) under which it is signed (or a certified copy thereof), must be submitted to the Company in the following manner:
(a) if submitted by post, be lodged at the registered office of the Company at 554 Havelock Road, Singapore 169639; or
(b) if submitted electronically, be submitted via email to the Company’s Share Registrar at gpb@mncsingapore.com,
in either case, by 2.00 p.m. on 24 April 2021, being 72 hours before the time set for holding the AGM or at any adjournment thereof and in default
the instrument of proxy shall not be treated as valid.
7. A member who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, before submitting it by post to
the address provided above, or before scanning and sending it by email to the email address provided above.
8. In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed
proxy forms by post, members are strongly encouraged to submit completed proxy forms electronically via email.
9. Any alteration made to the instrument appointing the Chairman of the AGM should be initialed by the person who signs it.
General:
The Company shall be entitled to reject an instrument appointing the Chairman of the AGM as proxy if it is incomplete, improperly completed, illegible
or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specified on the instrument. In addition, in the
case of Shares entered in the Depository Register, the Company may reject an instrument appointing the Chairman of the AGM as proxy if the member,
being the appointer, is not shown to have Shares entered against his name in the Depository Register as at 72 hours before the time appointed for
holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.
By submitting an instrument appointing the Chairman of the AGM as proxy, the Member accepts and agrees to the personal data privacy terms set out in
the Notice of AGM dated 12 April 2021.
Pollux Properties Ltd.
pollux.com.sg
Annual Report
2020