Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
Redening Lifestyle
Our Vision
We must be the most effective value-formoney manufacturer. We must remain design-relevant. We must invest in Research & Development. We must ensure that our products remain affordable and accessible. We must ensure we have the right people with the right skills. We must deliver to our shareholders value and investment comfort.
Our Mission
content
01 02 04 05 08 10 12 20 21 36 about koda board of directors management prole results at glance global presence chairmans statement managing directors statement corporate structure report on corporate governance nancial content
1.
about
From our humble beginnings in 1972, Koda has turned into a leading Original Design Manufacturer (ODM) and could possibly be the largest dining room furniture exporter in SouthEast Asia. Led by a management team with a combined experience of more than 100 years, Koda has made significant investments in Vietnam, Malaysia and China. Koda has been recognised by Forbes Asia under the category of Best Under A Billion Company in 2006 and profiled by CSIL Milano in its Top World Furniture Manufacturers Report 2006 as one of the top 200 major furniture manufacturers worldwide. Luxury defined, Koda distinguishes itself by its aesthetically pleasing design mastery, technically feasible concepts and practically oriented craftsmanship with its patience of not seeing R&D micro-management a fuss and design trifles a bother we are just exacting about every single detail of our designs. While exuding design sophistication and elegance, we have also been instilling a sense of responsibility to balance aesthetics with the environment by infusing GREEN in the materials we use; in the process we engage; and in the products we develop. Kodas designs are intensive and our product range is extensive whether in occasional pieces or collection themes we design and produce furniture for the dining room, living room, bedroom and outdoor/garden furniture.
.2
board of directors
01 02 03 04
Singapore (IFFS) and the Singapore Furniture Industry Park in Kunshan, China. He was also appointed the Chairman of IFFS Pte Ltd and the International Furniture Centre Steering Committee, with the objectives of growing the IFFS as a world class trade show and positioning Singapore as a premier furniture hub for the global market. James also spearheaded the 3-year Local Enterprise Association Development program, a multi-agency program that aims to enhance competitiveness of various industries. In July 2009, James was invited to be a member of the Economic Strategies Committee, an initiative by the Ministry of Finance to develop strategies for Singapore to seize growth opportunities as a global city in order to achieve sustained and inclusive growth. James was appointed to the Board in 1980 and holds a Diploma in Management Studies from the Singapore Institute of Management. 03. Mr. Ernie Koh Jyh Eng (Ernie)
Executive Director, Sales & Marketing
Groups marketing strategies for new market penetration and devising of pricing plans. Ernie is also instrumental in identifying the latest design trends and dealing with changing consumer preferences. Ernie has been with the Group for more than 16 years. During his tenure, he has rapidly expanded Kodas market share, reaching out to more than 200 customers across more than 50 countries throughout the globe. Ernie was appointed to the Board in 2001 and holds a BSc. in Marketing from the University of Oregon (USA) and an MBA in International Marketing from the San Francisco State University (USA). He was last re-elected to the Board at the 2008 AGM. 04. Mdm. Koh Shwu Lee (Shwu Lee)
Executive Director, Finance & Administration
T.K., founder of Koda, nurtured the company during its formative years. A visionary with more than 45 years of experience in the furniture industry, T.K. has been providing the Group with valuable insight and advising the Group on its growth strategies and design initiatives. He is instrumental in advising us on design trends and the product development process. T.K. was appointed to the Board in 1980. He is our Non-Executive Chairman. He was a certified craftsman from the City & Guild Advanced Craft Institute (UK) and a Senior Craft Teacher at the Adult Education Board before he founded the company. T.K. was last re-elected to the Board at the 2009 Annual General Meeting (AGM). 02. Mr. James Koh Jyh Gang (James)
Deputy Chairman and Managing Director
James spearheads the growth strategies for the Groups operations. With significant experience garnered through the initiation of various industry wide projects in Singapore, Vietnam and China, James has been able to successfully formulate our business expansion strategies, strengthen supply chain management, broach new design concepts and manage our international marketing investments. James served as the President of the Singapore Furniture Industries Council (SFIC) for two terms. During his illustrious tenures James initiated several industry wide projects, most notably the International Furniture Fair
Ernie manages the Groups Sales and Marketing functions. He has significant experience in international marketing and corporate branding. He is at the helm of the Groups marketing initiatives, particularly in customer relationship management, client base diversification, trade fairs participation, new product launches and marketing talent recruitment. More specifically, he is in charge of our furniture fairs management, responsible for formulating the
Shwu Lee manages the Groups Management Information Systems (MIS), administration, finance, logistics and human resource functions. She is at the forefront of the Groups administration and plays an integral part in the daily operations that forms the backbone of the organization. In particular, she is responsible for the Groups capital investment evaluation, credit control management, cash flow planning, budgetary control and documentary credit review. Shwu Lee has been with the Group for more than 20 years. She has recently been tasked
3.
board of directors
05 06 07
to oversee our Malaysia operations where she reviews management accounts and reports, analyses variance reports, manages credit risks, initiates internal control procedures, oversees expansion plans and formulates human resource policies. Shwu Lee was appointed to the Board in 2001 and holds a BA from the National University of Singapore. She was last re-elected to the Board in the 2008 AGM.
Christopher holds a BSc. in Economics (1st Class) from the University College of Wales and an MBA from the London Business School. He is a member of the Institute of Chartered Accountants of Scotland, a Master Stockbroker of the Securities, Investment and Derivatives Association of Australia and a Fellow of the Hong Kong Society of Accountants, the Singapore Institute of Directors and the Australian Institute of Directors. Christopher was last re-elected to the Board at the 2009 AGM.
property development company listed on the Singapore Exchange. He serves as the Treasurer & Finance Committee Chairman of Care Corner Singapore entities and Advisor of Neighbour Ring Community Services which provide a wide scope of community services. A Certified Public Accountant with the Institute of Certified Public Accountants of Singapore, Wah Tiong holds a Bachelor of Accountancy and a Graduate Diploma in Social Work from the National University of Singapore. He was last re-elected to the Board at the 2009 AGM.
Christopher, is our lead Independent Director, Chairman of the Audit Committee and a member of our Nominating and Remuneration Committee. He is a partner of ACH Investments Pte Ltd, a corporate advisory firm, and brings to Koda significant corporate governance and financial market experience. Christopher is an Independent Director of other companies listed in Australia and Singapore. He is also an advisor to several regional families, international funds and private corporations. Christopher, a multiaward winning analyst, was the CEO of HSBC Securities (Singapore) Pte Ltd (formerly known as HSBC James Capel Securities Pte Ltd), Executive Director of Kay Hian Holdings (formerly known as Kay Hian James Capel Ltd) and senior advisor to the NYSE-listed Indonesia Fund.
Wah Tiong is an Independent Director of Koda, Chairman of the Groups Nominating and Remuneration Committee and member of the Audit Committee. He is the Chief Executive Officer of All Saints Home, a non-profit organisation that provides residential nursing care. He brings extensive and valuable financial and accounting experience to the Group, having served as an external auditor, Financial Analyst, an Accountant, Finance Director and Financial Controller of several companies (local and multinational) in manufacturing, trading, construction industries and non-profit sectors. Wah Tiong was appointed the Groups Independent Director in 2001. He is also an Independent Director of Hiap Hoe Limited, a
Sim was appointed as Independent Director of Koda, a member of the Audit Committee and Nominating and Remuneration Committee in 2008. He has extensive experience in international trade, market development and banking experience, having served as Commercial Secretary in the Singapore Embassy in New York, Alternate Executive Director of Asian Development Bank (Manila, Philippines), senior managerial positions at International Enterprise (IE) Singapore and other private enterprises. He is currently a Director of Broadbase Technologies Pte Ltd, and as an Advisor to Investment & Promotion Board of the Riau Islands Province. Sim holds a Bachelor of Arts degree from the New York University . He was appointed to the Board in March 2008.
.4
management prole
01 02
VIETNAM OPERATIONS
02. Mr. Eric Ong Kah Meng (Eric)
General Director of Rossano Design Co., Ltd
Teh specializes in accounting, financial management, tax planning, and merger & acquisition evaluation. More specifically, he oversees the Groups financial functions relating to corporate finance, financial reporting, regional taxation and restructuring exercises for the Group. He manages investor relations, deals with the Audit Committee of Koda and reviews our Groups performance, financial position and funding structure. Teh has had significant experience, having been a professional in corporate finance management for a group of companies engaged in manufacturing and as a Group Internal Auditor for a conglomerate listed on Bursa Malaysia (formerly known as Kuala Lumpur Stock Exchange). He also held senior positions in several Public Accountant firms. Teh is a Fellow of the Association of Chartered Certified Accountants (United Kingdom), a Certified Public Accountant of the Institute of Certified Public Accountants of Singapore, a Full Member of the Singapore Institute of Directors and a Chartered Accountant of the Malaysian Institute of Accountants. Teh is also the Director of the Groups subsidiaries in Malaysia.
Eric, one of the founders of Rossano, has more than 20 years regional experience in the furniture industry, specializing in the operation and management of furniture retail business in Singapore, Malaysia and Vietnam. Eric has been in Vietnam since 1992 and has since successfully developed and launched the Rossano brand. Rossano is a multiaward winning brand in Vietnam notable awards were the prestigious 2006 Golden Dragon Award, recognizing Rossano as one of the best foreigninvested enterprises as granted by Ministry of Industry Vietnam, Ministry of Construction Vietnam and Saigon Marketing Magazines. Eric received a commendation from the Ho Chi Minh Export Processing and Industrial Zone Authority in 2004 for his contribution to the economic development of Ho Chi Minh City. Eric is responsible for factory operations and retail business development of Rossano.
5.
results at a glance
CONSOLIDATED PROFIT AND LOSS STATEMENTS
YEAR ENDED 30 JUNE
Revenue
Up by US$6.5 million due mainly to overall market recovery in the US and UK but growth was somehow affected by our realignment of production facilities in Vietnam which caused disruptions.
Gross profit
2010 US$000 Revenue Cost of sales Gross profit Other operating income Selling and distribution costs Administrative expenses Other operating expenses Finance costs Profit (Loss) before income tax Income tax expense Profit (Loss) after income tax Attributable to: Equity holders of the parent Minority interest 271 24 295 44,265 (32,864) 11,401 606 (4,201) (7,206) (329) (92) 179 116 295
2009 US$000 37,775 (27,887) 9,888 934 (3,772) (6,958) (94) (141) (143) (133) (276)
Up by US$1.5 million on the back of higher revenues but we achieved slightly lower gross margin, which fell by 0.4 percentage point to 25.8% as a result of higher factories depreciation, materials prices and wages.
Other operating income
Fell by US$0.3 million there was a capital gain of US$0.4 million on disposal of fixed assets in FY2009.
Selling and distribution costs
Increased by US$0.4 million due mainly to higher logistic costs (road transport costs and containers handling fees) and higher retail showrooms rental.
Administrative expenses
(297) 21 (276)
NA 14.3 NA
Increased by US$0.2 million due mainly to higher office depreciation and bank charges. The weaker US$ also meant higher S$ dollar and RM-denominated operating expenses.
Other operating expenses
Increased by US$0.2 million due mainly to provisions for slow-moving and obsolete stocks.
Income tax expense
Net tax credit due to reversal of overprovision for income tax and reduction in deferred tax liabilities.
Equity holders of the parent
A turnaround reported a full year profit of US$0.27 million compared to a net operating of US$0.7 million last year (excluding capital gain of US$0.4 million in FY2009)
.6
results at a glance
CONSOLIDATED BALANCE SHEETS (ASSETS)
AS AT JUNE 30
CURRENT ASSETS
Cash and bank balances 2010 US$000 ASSETS Current assets Cash and bank balances Trade receivables Other receivables and prepayments Inventories Total current assets Inventories 2009 US$000
Remained relatively constant at US$3.4 million. Working capital requirements were mainly financed by borrowings.
Trade receivables
Fell by US$0.5 million on better collection cycles turnover period was just below one month.
Increased by US$2.6 million a strategical move to build raw materials buffer stock and semi-finished components ahead of confirmed orders to improve production efficiency in meeting increasingly shorter lead time. NON-CURRENT ASSETS
Property, plant and equipment
Non-current assets Property, plant and equipment Intangible asset Available-for-sale investment and other assets Goodwill on consolidation Total non-current assets Total assets
Increased by US$1.4 million due mainly to new machines and progress payments for new facilities in Vietnam.
Intangible assets
Our investment in branding for outdoor & garden furniture to be amortized over its economic useful life.
7.
results at a glance
CONSOLIDATED BALANCE SHEETS (LIABILITIES)
AS AT JUNE 30
CURRENT LIABILITIES
Bank overdraft and bills payable 2010 US$000 LIABILITIES AND EQUITY Current liabilities Bank overdraft and bills payable Trade payables Other payables and accruals Income tax payable Finance lease obligations: current portion Long-term bank loans: current portion Total current liabilities Non-current liabilities Finance lease obligations Long-term bank loans Total non-current liabilities Capital and reserves Issued capital Capital reserves Currency translation reserve Retained earnings Equity attributable to shareholders Minority interests Total equity 2009 US$000
Increased by US$3.3 million due mainly to higher working capital loans taken up to finance inventories investment.
Trade payables
Increased by US$0.2 million rose slower compared to increase in purchases (on the back of higher revenues) as a result of us paying our suppliers faster.
Other payables and accruals
Increased by US$0.3 million due mainly higher customers deposits and accrued workers wages (higher headcount for Malaysia operations and higher minimum wages for Vietnam operations).
Income tax payable
499 95 594
Fell by US$0.3 million due mainly to overprovision for tax in previous financial years and tax payments during the year.
Long-term payable (finance lease obligations and long-term bank loans)
Fell by US$0.2 million due to continuous repayments of loans principle. CAPITAL & RESERVES
Increased by US$0.07 million after accounting for current year earnings, higher currency translation reserve and last-year dividends payments.
Minority interests
Representing the 30% share of Rossanos net asset by the minority shareholder fell by US$0.15 million after accounting current year earnings (which was partially affected by the weakened Vietnamese Dong) and dividends paid to the minority shareholder.
.8
global presence
9.
Americas
Canada Costa Rica Mexico Panama U.S.A
Middle East
Bahrain Israel Kuwait Lebanon Omam Saudi Arabia United Arab Emirates
Others
Algeria Morocco South Africa
Pacic
Australia New Zealand
Asia
Bangladesh Cambodia China Hong Kong Japan Malaysia Pakistan Singapore South Korea Taiwan Thailand The Philippines Vietnam
.10
chairmans statement
11.
chairmans statement
DEAR SHAREHOLDERS,
THE RESULT IS THAT OUR COMPANY IS NOW BACK TO PROFITS EVEN THOUGH IT WAS NOT AS MUCH AS I WANTED TO BUT I AM QUITE HAPPY WITH THE OVERALL TRADE VOLUME WE DID.
Koh Teng Kwee Non-Executive Chairman
Another year has past, so quickly for some and not so for others. Those who worked hard find that time flies. I think my children and the management have worked hard. I have been pushing them hard also. The result is that our company is now back to profits even though it was not as much as I wanted to but I am quite happy with the overall trade volume we did. The world economy looks like it is getting better, but we cannot be too sure because sometimes I read good news and sometimes I also get to know quite a number of not-so-steady stats. The US dollar is also weak and we need to study its market impact.
I am already 77 when I write this report but I still travel a lot to stay healthy, I take vitamins and I watch my diet everyday. I go to Vietnam, Malaysia, China and any other places where I see opportunities. When I walked around our factories, I asked a lot of questions I like to ask questions and have meetings so that I can understand more about our operations about stocks, products, production, sourcing and sometimes, office administration also. In general, our factories and containers loading look busier than last year. We can and must do more, so that we can continue to declare and pay out dividends for all our faithful shareholders like you. Thank you for your support and stay with us through good and bad times. Non-Executive Chairman Koh Teng Kwee
.12
FOR WHATEVER STRATEGIES WE HAVE IN MIND BE IT ORGANIC OR SYNERGISTIC M&A WE ARE GATHERING PACE RATHER THAN LOSING STEAM. TO WORK THROUGH THESE STRATEGIES, WE ARE COMPELLED TO REMAIN FOCUSED INWARDLY AND REGIONALLY.
James Koh Jyh Gang Deputy Chairman & Managing Director
Dear Stakeholders Much has been talked about the worlds most disruptive recession, the aftermath of the crisis, gloomy prediction of the spillover and dashing of stability hopes. Much has also been talked about the fiscal stimuli around the globe, redistribution of world resources, revival of depressed investments and returning of investment crews. Having said that, we dont deserve bottles of champagne, I know. I cant write much about a howling success in our recovery. Even so, I do feel a little bucked up by our stillpretty-helpful revenues growth and then see that what was previously unprofitable, is profitable.
Overview Experiencing the existential financial crisis and facing somehow a freakish revival, this report is still far from stellar. In FY2010, revenues to our key markets were generally higher and we recovered from the depressed operating loss position last year. On the commercial front, our massive new models expansion continued apace as new designs were desperately needed during these desperate days to sustain margins. For the commercial runs, we have re-engineered our production lines, acquired new machines, geared up workers training for improved output efficiency in supporting these commercial decisions.
13.
.14
US$000 Revenue Gross profit Profit (loss) before income tax Income tax credit (expense) current year Net profit (loss) after current year tax provision Income tax prior year Net profit (loss) after tax Attributable to: Equity holders of the parent Minority interests
271 24 295
Earnings (Loss) per share (US cents)* Earnings (Loss) Earnings per share (S cents)* Note:
0.20 0.28
* EPS for FY2006 has been re-computed based on the enlarged number of shares of 133,690,000 (inclusive of 1-for-5 bonus issue) ** EPS (S cents) have been computed based on average US$:S$ exchange rates
Revenues and Profits You have read that our revenues were higher despite the transitional production upsets we had as a result of our intense desire for a successful new designs launch during the year. You have further learned that our revenues were however lower than what we would have liked given the experient learning curve. To a certain extent, we have also seen the impact of exchange rates on our operating expenses and finance costs whilst not pushing aside other commercial factors which have caused our selling and administrative expenses to rise. There was also a capital gain of US$0.4 million in FY2009 which had helped to reduce our net loss position to US$0.3 million last year and comparably, other income fell sharply during the year under review. Thus, our turnaround in FY2010 with a net profit of US$0.3 million would have been more credible excluding the non-recurring capital gain. Expectation on market condition has brightened somewhat. Worldwide, except EU and Canada, we clinched more deals with us recording US$44.3 million in revenues, a year-on-year revenues growth of 17.2% or US$6.5 million. Some of our winning designs from the intensified R&D efforts managed to draw in clients enquiries and secure better-priced orders. Notably, more than 60% of our revenues were derived from our key markets amidst lingering uncertainty in the US and UK/EU while seeing sustainable revenues coming from the emerging-affluent segments in Asia Pacific and United Arab Emirates, with our rare appearance in North Africa as well. Our local retail and franchise sales in Vietnam were also sustainably strong but the translated dollar-sales was lower as a result of the weakened Vietnamese Dong.
15.
12.4%
United Kingdom
34.8%
2010
United Kingdom Europe North America Canada Asia Pacic Others
2009
But then, the facilities realignment process during 4Q10 temporarily flapped departmental flows and clipped productivity in the newly expanded office and buildings, which also at the same time started to depreciate. While our revenues for 4Q10 were 27.9% higher than 4Q09, it would have been higher without this transitional learning curve which perplexed us a little (but at least it was not in a mess). While our R&D costs for new designs were higher and the learning curve was irritating, we managed to sell more and at better prices, compensating the costs pressure we had and minimized our gross margin fall. These intensified R&D efforts are also not without its blow. Get it right, we will be able to see sustainable margins (25% 27%, if not higher), maintain supply-chain credibility and enlarge market share at least we did. Get it wrong, we will see more of those supposed-to-be in things become load of cack. During the year, the get-it-right partially explained why our gross margin was relatively constant at about 26% with revenues to the US and UK growing as much as 40% when these markets sort of recovered. The get-it-wrong, however has resulted in us making a provision for slow-moving stocks of US$0.2 million under other operating expenses on the ground of accounting prudence. Selling and distribution costs increased by 11.4% or US$0.4 million to US$4.2 million due largely to higher logistic costs and retail-related expenses. Specifically that: the number of containers trucked out from our factories to ports was higher as a result of higher revenues. The road transport costs were also generally higher for each container, which were further burdened by higher unit handling fees for containers loading. As a result, logistic costs rose;
Gross profit grew by US$1.5 million to US$11.4 million given our higher revenues base, but at a pace just slightly slower than our revenues growth due largely to the moderately higher raw material prices, inflationary workers wages and new facilities depreciation. While our average selling prices were somewhat 5% 7% higher, we are still catching up with the costs escalation and time lag to pass on such costs continues to exist. At the same time, we continued to spend quite a fistful of dollars relative to our size in new designs which partially caused our cost of sales to rise further. We did debate as to whether we should cut back our R&D investments by an average 20% 30% to save on fixed costs when the market sentiment itself was rather unsettled. At long last, we were inclined to believe that if we dont bet on price-slashing strategy for our products, we would have to count on smart and whipping lines of our products. We would rather latch on commercial risks for good margins potential than be blasted for hanging on to the existing market share for too long and watching its slow decline into insignificance. Consequently, the number of new designs launched during the international furniture fairs was substantially higher and realignment of production facilities in Vietnam was concurrently required to put these new designs into commercial production run.
.16
Administrative expense rose a moderate 3.6% or US$0.2 million to US$7.2 million due largely to higher bank charges and higher translated office expenses in US$. Specifically that: we strongly believe that it will be more sensible to align our revenues growth with broader economic growth. It is thus more sensible for us to look at credit quality rather than credit growth particularly when the economic conditions are fragile and spending sentiment is still flimsy. We scrutinized clients credit background, insured open-accounts debts and monitored collection cycles at least our hands were not
Considering all these, we recovered losses from previous year. We made a net profit of US$0.3 million this year compared to a net operating loss of US$0.7 million (capital gain not counted) last year.
FINANCIAL POSITION
Summarized balance sheet As at June 30
US$000 Property, plant and equipment Other investments and assets Goodwill on consolidation Total non-current assets Current assets Current liabilities Net current assets (liabilities) Total non-current liabilities Minority interest Equity attributable to shareholders Net assets value per share (US cents) Net assets value per share (S cents)*
2010 14,699 1,211 728 16,638 21,911 (10,065) 11,846 (871) (817) 26,796 20.7 29.0
2009 13,272 1,142 728 15,142 20,010 (6,865) 13,145 (594) (965) 26,728 20.0 29.0
2008 13,528 1,228 728 15,484 22,249 (7,086) 15,163 (1,452) (1,109) 28,086 21.0 28.6
2007 10,764 1,121 728 12,613 23,189 (7,849) 15,340 (2,171) (1,120) 24,662 18.4 25.0
2006 10,190 1,459 728 12,377 16,740 (7,562) 9,178 (3,386) (563) 17,606 13.2 18.0
* Net Asset Value per share have been computed based on the US$:S$ closing rates
17.
.18
US$000 Operating cash flows before working capital changes Net cash (used in) from operating activities Net cash used in investing activities Net cash from (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year
Operating cash flows before working capital changes or in other words, also means cash profits before income tax increased sharply to US$1.5 million as a result of our return-to-profit position, much higher provisions for depreciation, bad debts and slow-moving stocks which are non-cash related expenses and the need to account for net effects on currency translation difference for our group operations. During the year, we invested more in stocks, paid cash dividends (your FY2009 dividends and cash distribution to minority shareholders in Rossano) and income tax as usual but were partly relieved with faster collection cycles and longer suppliers credit term. As a result we used up US$1.0 million in net cash for operating activities. Net cash used in investing activities increased by US$1.8 million given our expansion plans in Vietnam. There was also additional net cash from financing activities of US$2.8 million as the low US$ funding costs prompted us to borrow more for our working capital and capital expenditure investments. To sum up, slightly more than one-third of our current year cash flows requirement was funded by internally-generated funds and the remaining balance was matched by the corresponding increase in borrowings. Considering all these, our cash and cash equivalents fell slightly by US$0.08 million to US$3.4 million.
Year ended/ As at June 30 Gross profit margin (%) Net profit margin (%) Inventory turnover: average (days) Trade receivable turnover (days) Return on equity (%) Quick ratio (times) Current ratio (times) Gearing (times) Interest cover (times)
19.
Going forward We are now mingled in various jumbled macro-economies factors which have been confusing enough for us to chart realistic growth strategies. Generally, I know the economic conditions look fragile but it is not slipping back. I think the market recovery is not completely behind us but it appears volatile, I also see that the economic headwinds facing our supply-chain is erratic although many seem to be moderating. Then again, I must say our competitive advantage did help us to drive our trade volume higher and reversed us from losses despite these wandering market conditions while preparing us for a sustainable upturn trend. Whilst we are prepared to foster a return to optimum factories utilization rates, preferably 80% 90% and work towards the market potential in a context of margins stability, preferably 25% 27%, we cannot possibly be ignorant of or choose to ignore what is happening at the moment in the main countries which we have been selling to. Specifically, I know that the impact of Wall Street money-printing machine appears to be decelerating, unemployment data remains stubbornly high, fear of renewed weakness in the housing industry continues to exist, consumers confidence could fall again people are still thinking of what they really need rather than what they seriously like. These not-too-good perceptions stem from the terrible things which we have seen as to how the great economic powers could also cause troubles.
.20
corporate structure
21.
An Executive Committee was formed to supervise the management of the business and affairs of the Company and reduces the administrative time, inconvenience and expenses associated with the convening of Board Meetings and circulation of Board resolutions, without compromising our corporate objectives and adversely affecting the day to day operations of the Company. The Executive Committee comprises Mr Koh Teng Kwee, Mr James Koh Jyh Gang, Mr Koh Jyh Eng and Mdm Koh Shwu Lee and Mr Teh Wing Kwan. Matters which require the Boards approval include the following: i. ii. the review of the annual budget and the performance of the Group; review of key activities and business strategies;
.22
A newly-appointed director will be given a formal letter setting out his duties and obligations upon his appointment and he will undergo an orientation program to be familiar with the Groups businesses and governance practices. The Directors are informed of developments relevant to the Group, including changes in laws, regulations and risks that may impact the Group. Non-executive Directors are encouraged to purchase shares in the Company and to hold them till they leave the Board. 2. Boards Composition and Balance The Board comprises seven Directors, three of whom are non-executive, independent directors. The Board and the Nominating and Remuneration Committee is of the view that there is no individual or small group of individuals dominating the Boards decision making process and the Boards current size is appropriate for facilitating effective decision making. The Board has a good balance of directors who have extensive business, financial, accounting and management experience. The diverse and objective judgment of the independent and non-executive directors on corporate affairs and their experience and contributions are valuable to the Company. Profiles of the Directors are set out on page 2 and 3 of this Annual Report. 3. Chairman and Managing Director Mr Koh Teng Kwee, a non-executive Director and the founder of the Group, assumes the role of Chairman. Mr James Koh Jyh Gang, is the Deputy Chairman and Managing Director. The Chairman, Mr Koh Teng Kwee, is the father of the Deputy Chairman and Managing Director, Mr James Koh Jyh Gang. The separation of the roles of Chairman of the Board and Managing Director is to ensure that the working of the Board and the executive responsibility of the Groups business are kept distinct, increasing the accountability and capacity of the Board for independent decision making.
23.
As the Chairman and the Managing Director are related, Mr Christopher Chong Meng Tak has been appointed as the Lead Independent Director. As the Lead Independent Director, Mr Chong is the contact person for Shareholders in situations where the Shareholders have concerns or issues which communication with our Chairman or Managing Director is inappropriate or where such communication has failed to resolve the concerns or issues raised. The Managing Director, Mr James Koh Jyh Gang, is youthful and healthy. Nevertheless the Board has adopted a succession policy in the event that the Managing Director is unable to fulfill his duties for whatever reason. The Board conducts regular scheduled meetings and ad-hoc Board meetings are convened when warranted by circumstances relating to matters that are material to the Group. The Board meets at least four times a year. Telephonic attendance and video conferencing at Board meetings are allowed under the Companys articles of association. The number of meetings held and the attendance of each director at every Board and Board Committees meetings during the financial year ended 30 June 2010 are as follows: Nominating & Remuneration Committee
Name
Board
Audit Committee
Executive Committee
No. of No. of No. of No. of No. of No. of No. of No. of meetings meetings meetings meetings meetings meetings meetings meetings attended held attended held attended held attended held Koh Teng Kwee James Koh Jyh Gang Koh Jyh Eng Koh Shwu Lee Christopher Chong Meng Tak Chan Wah Tiong Sim Cheng Huat 6 6 6 6 6 6 6 4 6 6 6 6 6 6 NA NA NA NA 4 4 4 NA NA NA NA 4 4 4 NA NA NA NA 1 1 1 NA NA NA NA 1 1 1 6 6 6 6 NA NA NA 1 6 6 6 NA NA NA
.24
For appointment of new directors to the Board, the Nominating and Remuneration Committee would, in consultation with the Board, evaluate and determine the selection criteria with due consideration to the mix of skills, knowledge and experience of the existing Board. The Nominating and Remuneration Committee does so by first evaluating the existing strengthens and capabilities of the Board, assess the likely future needs of the Board, assess whether this need can be fulfilled by the appointment of one person and if not, then to consult the Board with respect to the appointment of two persons, seek likely candidates widely and source resumes for review, undertake background checks on the resumes received, narrow this list of resumes to a short list and then to invite the shortlisted candidates to an interview which may include a briefing of the duties required to ensure that there are no expectations gap. The Nominating and Remuneration Committee will seek candidates widely and beyond persons directly known to the Directors and is empowered to engage professional search firms and also give due consideration to candidates identified by any persons. The Nominating and Remuneration Committee will interview all potential candidates in frank and detailed meetings and make recommendations to the Board for approval. Pursuant to the Articles of Association of the Company, new Directors must submit themselves for re-election at the next Annual General Meeting (AGM). In addition, an election of Directors shall take place each year at the Annual General Meeting, where not less than one-third of the Directors shall retire from office by rotation but are eligible for re-election. Under the Articles of Association of the Company, the Managing Director, Mr James Koh Jyh Gang is not subject to retirement by rotation or be taken into account in determining the number of Directors to retire.
25.
.26
27.
.28
Salary % Directors S$500,000 and above S$250,000 to S$499,999 James Koh Jyh Gang Below S$250,000 Koh Teng Kwee Koh Jyh Eng Koh Shwu Lee Christopher Chong Meng Tak Chan Wah Tiong Sim Cheng Huat Key personnel of the Group Below S$250,000 Teh Wing Kwan Chia See Tee Ong Kah Meng 87 45 92 90 77 80 83
Bonus %
Fees %
Total %
10
100
8 6 7
2 17 13
7 40 8
6 15
The directors fees paid to the independent Directors, being Mr Christopher Chong Meng Tak, Mr Chan Wah Tiong and Mr Sim Cheng Huat for FY2010 were S$35,000, S$28,000 and S$18,000 respectively. There are set fees paid for being a lead independent director/Chairman of the Audit Committee, Chairman of the Nominating and Remuneration Committee and director. Thus directors fees payable were based on the responsibilities of the Directors and the amount of their time spent. The proposed directors fees are subject to approval of shareholders at the AGM. 9. Accountability The Company recognises that the Board should provide shareholders with a balanced and understandable assessment of the Groups performance, position and prospects on a regular basis and adopts the practice of communicating major developments in its business and operations to the SGX-ST, its shareholders and its employees. The Company announces its financial results on a quarterly basis via SGXNET.
29.
.30
The Audit Committee has explicit authority to investigate any matter within the scope of its duties and is authorised to obtain independent professional advice. It has full access to and co-operation of the management and reasonable resources to enable it to discharge its duties properly. It also has full discretion to invite any executive director or executive officer or any other person to attend its meetings. The Audit Committee meets with the external and internal auditors separately, at least once a year, without the presence of management to review any areas of audit concern. Individual members of the Audit Committee also engage the external and internal auditors separately in ad hoc meetings. The external auditors have unrestricted access to the Audit Committee. The Audit Committee has undertaken a review of all non-audit services provided by the external auditors and has confirmed that such non-audit services would not in the Audit Committees opinion, affect the independence of the external auditors. The Audit Committee has recommended to the Board the nomination of Deloitte & Touche for re-appointment as external auditors of the Company at the forthcoming AGM. The Board has put in place whistle-blowing procedures pursuant to which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. Pursuant to such whistle-blowing procedures, employees are free to submit complaints confidentially or anonymously to the chairman of the Audit Committee and in this regard a dedicated email address has been set up which is accessible only by the chairman of the Audit Committee and/or a designated member of the Audit Committee. The procedures for submission of complaints have been explained to all employees of the Group. All complaints are to be treated as confidential and are to be brought to the attention of the Audit Committee. Assessment, investigation and evaluation of complaints are conducted by or at the direction of the Audit Committee and the Audit Committee, if it deems appropriate, may engage at the Companys expense independent advisors. Following investigation and evaluation of a complaint, the Audit Committee will then decide on recommended disciplinary or remedial action, if any. The action so determined by the Audit Committee to be appropriate shall then be brought to the Board or to the appropriate members of senior management for authorisation or implementation respectively.
31.
.32
33.
On the Companys website investors will find information about the Company, its products, its directors, contact details and under the Investor Relations link will find all the information the Company has released. In FY2010 the Company released 14 number of reports and announcements or on average 4 per quarter. Financial results, annual reports, press releases on the performance and major developments in the business and operations of the Group and any other material announcements are released through SGXNET and are available on the Companys website. The financial statements as well as the accompanying press release are released onto the SGX-ST website. For first half and full year results announcements, results briefing by management is held for analysts. The Company also engages external investor relation consultant firm to support the Group in promoting the communication with shareholders and the investment community.
.34
35.
nancial content
37 41 43 45 46 47 49 104 105 106 108 report of the directors independent auditors report statements of nancial positions consolidated statement of comprehensive income statements of changes in in equity consolidated statement of cash ows notes to nancial statements statement of directors freehold land, leasehold land & buildings statistics of shareholdings notice of annual general meeting proxy form
37.
Names of directors and company in which interests are held Koda Ltd Ordinary shares Koh Teng Kwee James Koh Jyh Gang Koh Jyh Eng Koh Shwu Lee Christopher Chong Meng Tak
.38
39.
The Audit Committee has full access to and has the co-operation of the management and has been given the resources required for it to discharge its function properly. It also has full discretion to invite any director and executive officer to attend its meetings. The external and internal auditors have unrestricted access to the Audit Committee. The Audit Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re-appointment as external auditors at the forthcoming AGM of the Company.
.40
41.
.42
Deloitte & Touche LLP Public Accountants and Certified Public Accountants Singapore
Aric Loh Siang Khee Partner (Appointed on October 27, 2006) Singapore September 30, 2010
43.
LIABILITIES AND EQUITY Current liabilities Bills payables Trade payables Other payables Current portion of obligations under finance leases Current portion of long-term bank loan Income tax payable Total current liabilities 20 21 86 212 10,065 250 380 257 6,865 56 212 5,352 26 380 61 6,248 17 18 19 3,714 3,614 2,439 406 3,446 2,126 2,904 972 1,208 406 4,412 963
.44
45.
25
26 27 28 29
271 24 295
(297) 21 (276)
Total comprehensive income (loss) attributable to: Owners of the Company Non-controlling interests
Earnings (Loss) per share (US cents) Basic Diluted 30 30 0.20 (0.22) (0.22)
0.20
.46
COMPANY Balance at July 1, 2008 Total comprehensive income for the year Dividends (Note 31) Balance at June 30, 2009 Total comprehensive income for the year Dividends (Note 31) Balance at June 30, 2010 4,040 4,040 4,040 38 (21) 17 13 30 7,389 8,997 (452) 15,934 2,402 (478) 17,858 11,467 8,976 (452) 19,991 2,415 (478) 21,928
47.
.48
Note A: Purchase of property, plant and equipment During the financial year, the Group acquired property, plant and equipment with aggregate cost of US$2,489,000 (2009: US$1,243,000) of which US$455,000 (2009: US$Nil) was acquired under hire purchase arrangement. Cash payment of US$2,034,000 (2009: US$1,243,000) was made to purchase the property, plant and equipment.
49.
.50
51.
.52
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
53.
.54
55.
.56
57.
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life. The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amounts of the asset and is recognised in the profit or loss. GOODWILL Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interest in the acquire and the fair value of the acquirers previously held equity interest (if any) in the entity over net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the Groups interest in the fair value of the acquirees identifiable net assets exceeds the sum of consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirers previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
.58
59.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately. IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
.60
61.
Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount. Rental income Rental income is recognised on a straight-line basis over the term of the relevant lease. Dividend income Dividend income from investments is recognised when the shareholders rights to receive payment have been established. BORROWING COSTS Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
.62
63.
.64
65.
.66
67.
.68
77 210 287
102 4 28 134
277 1 10 288
604 14 618
77 210 287
102 4 28 134
28 1 10 39
604 14 618
69.
48 11 59
46 8 35 89
662 10 672
110 110
159 21 180
6 22 77 105
1,537 88 1,625
Company Assets Cash and bank balances Trade receivables Other receivables Total
48 11 59
46 8 35 89
112 112
159 21 180
6 22 77 105
.70
Any change in foreign currency rates does not result in gains or losses recognised directly in equity or other comprehensive income of the Group and the Company. The Groups sensitivity to foreign exchange rate changes has decreased during the current period mainly due to decrease in monetary liabilities denominated in Vietnam Dong. The Companys exposure arose mainly due to balances due from/to subsidiaries and bank balances which are not denominated in US$. In managements opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year. Vietnam Dong denominated sales are seasonal with lower sales volumes in the last quarter of the financial year, which results in a reduction in Vietnam Dong receivables at year end.
71.
.72
The Groups sensitivity to equity prices has changed from the prior year due to changes in market price. (iv) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Groups exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by the counterparty limits that are reviewed and approved by the management annually. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, letter of credit will be obtained on the trade receivables. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristic except as described below.
73.
The carrying amount of financial assets recorded in the financial statements, grossed up for any allowances for impairment losses, represents the Groups and the Companys maximum exposure to credit risk without taking account of the value of any collateral obtained for trade receivables as follow: GROUP 2010 US$000 Carrying amount (Note 7) Less: Amount covered by letters of credits from customers Less: Credit insurance Maximum exposure to credit risk (784) (1,599) 1,077 (540) (2,135) 1,289 (784) (1,599) 3,507 (540) (2,135) 2,406 3,460 2009 US$000 3,964 2010 US$000 5,890 COMPANY 2009 US$000 5,081
(v)
Liquidity risk management In the management of the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Groups operations and mitigate the effects of fluctuations in cash flows. Short-term funding is obtained from overdraft facilities and short-term bank loans. Any temporary shortfall of funds of the Company or its subsidiaries would be managed by obtaining short-term financing within the Group.
.74
Adjustment US$000
Total US$000
(56) (56)
2009 Non-interest bearing Fixed interest rate instruments Total Company 2010 Non-interest bearing
(64) (64)
13,234
13,234
12,087
12,087
75.
2009 Non-interest bearing Finance lease liability (fixed rate) Variable interest rate instruments Fixed interest rate instruments Total 6 6 5.4 5,572 265 430 401 6,668 619 100 719 (135) (24) (26) (185) 5,572 749 406 475 7,202
.76
2009 Non-interest bearing Finance lease liability (fixed rate) Variable interest rate instruments Fixed interest rate instruments Total 2 2 5.4 5,375 27 414 401 6,217 56 116 172 (5) (8) (42) (55) 5,375 78 406 475 6,334
77.
.78
79.
The remuneration of directors and key management is determined by the board of directors having regard to the performance of the Company and individuals. 6 CASH AND BANK BALANCES GROUP 2010 US$000 Cash at bank Cash on hand 3,367 43 3,410 2009 US$000 3,458 30 3,488 2010 US$000 728 19 747 COMPANY 2009 US$000 633 10 643
Cash at bank includes short-term deposits with an original maturity of three months or less amounting to US$1,115,000 (2009: US$1,070,000) for the Group which bear effective interest at an average rate of 1% to 5% (2009: 2% to 6%) per annum.
.80
The average credit period on sale of goods is 30 days (2009: 30 days). No interest is charged on the trade receivables. Trade receivables are provided for based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience. Before accepting any new customer, the Group will assess the potential customers credit quality and defines credit limits by customer. Limits attributed to customers are reviewed periodically. In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is disclosed in Note 4(b)(iv). Accordingly, management believes that there is no credit provision required based on review in 2010.
81.
(i)
Aging of receivables that are past due but not impaired <6 months 6 months to 9 months 9 months to 12 months >12 months (ii) 393 4 2 7 406 407 28 57 492 186 1 2 6 195 290 290
(ii) 8
Due from long standing customers with no clear indicators of past credit default experience.
OTHER RECEIVABLES AND PREPAYMENTS GROUP 2010 US$000 Subsidiaries (Note 10) Related parties (Note 5) Receivables from disposal of property, plant and equipment Deposits Prepayments Value added tax recoverable Others 369 1,126 1,443 66 3,027 1,073 348 698 748 110 3,100 23 118 21 6,715 25 184 54 6,547 23 2009 US$000 123 2010 US$000 6,536 17 COMPANY 2009 US$000 6,166 118
.82
Movement in allowance for inventories: Balance at beginning of the year Charged to profit and loss Utilised Balance at end of the year 136 216 (81) 271 185 (49) 136 38 (38)
10
INVESTMENT IN SUBSIDIARIES COMPANY 2010 US$000 Unquoted equity shares, at cost Less: Allowance for impairment loss 12,299 12,299 Movements in allowance for impairment loss: Balance at beginning of year Written off on liquidation Balance at end of year 78 (78) 78 78 2009 US$000 11,746 (78) 11,668
The amounts due to/from subsidiaries are unsecured, interest-free and repayable on demand.
83.
Timber merchants and manufacturers, exporters, wholesalers and retailers of furniture (Malaysia) Production of wooden furniture, steel furniture, inlaying of marble on wood and interior decoration (Vietnam) Production of wooden furniture, steel furniture, inlaying of marble on wood and interior decoration (Vietnam) Timber merchants and manufacturers, exporters, wholesalers and retailers of furniture (Malaysia) Fabrication and leather upholstery of furniture (Vietnam) Wholesale and distribution of furniture (New Zealand) Manufacturing and export of furniture (China) Investment holding (Singapore)
(1)
100
100
1,526
1,526
(1)
100
100
200
200
(1)
100
100
3,081
3,081
70
70
53
53
(2)
100
100
Koda Furniture Dongguan Co., Ltd (3) Richin Furniture Dcor Pte Ltd
100
100
750
750
70
70
1,890
1,890
.84
Principal activities and country Cost of investment 2010 US$000 63 1,560 1,824 2009 US$000 63 929 1,824 Investment holding (Singapore) Dormant (Vietnam) Production of wooden furniture, steel furniture, inlaying of marble on wood and interior decoration. (Vietnam) of incorporation/operations
(4)
70
12,299
78 11,746
Notes on subsidiaries: * ** Held by subsidiary. 35% held by the Company and 50% held by Richin Furniture Dcor Pte Ltd.
Note on auditors: The above subsidiaries are audited by Deloitte & Touche LLP Singapore except for the subsidiaries that are indicated below:
(1)
Audited by overseas practices of Deloitte Touche Tohmatsu. Audited by Gilligan Sheppard Ltd, New Zealand (GSL). Audited by Dongguan City Dong Cheng Certified Public Accountants, China (DCDC). In March 2010, Zenith Asia Limited (the subsidiary), a 70% owned subsidiary company was dissolved voluntarily. The Board of Directors and the Audit Committee of the Company have reviewed the firm profile of GSL and DCDC, and having considered that these are not significant subsidiaries, the Board of Directors and the Audit Committee are satisfied that their appointment would not compromise the standard and effectiveness of the audit of the Group.
(2)
(3)
(4)
The net assets of each subsidiary referred to in (2) and (3) above are less than 20% of the net assets of the Group as at the year end.
85.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of the cash generating unit (CGU), Rossano Design Co., Ltd, is determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectation of future changes in the market. The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management and extrapolates cash flows for the following two years based on an estimated growth rate of 10% to 20% per annum. This rate does not exceed the average long-term growth rate for the relevant markets. The rate used to discount the forecasted cash flows from the above is 10% (2009: 10%).
.86
a)
This represents a 19.9% equity interest in Koda Wood Industries Pte Ltd (Koda Wood), a company incorporated in Singapore. A director of the Company holds the remaining 80.1% equity interest in Koda Wood. The Company has an option to acquire the remaining 80.1% equity interest from the director. Management is of the view that the likelihood of the Company exercising the option to acquire the additional equity interest is remote since the date of grant. This represents a 19.9% equity interest in a major customer, a company incorporated in New Zealand. In 2010, the Group wrote off the impairment of US$92,000 due to the liquidation of the company.
b)
The fair values of the unquoted equity shares in (a) held by the Group cannot be reliably measured and accordingly the investments in these shares are stated at cost, less impairment if any. 13 CLUB MEMBERSHIPS GROUP 2010 US$000 Club memberships, at cost Impairment loss 280 (69) 211 2009 US$000 280 (69) 211 COMPANY 2010 2009 US$000 US$000 192 192 192 192
87.
Freehold land US$000 GROUP Cost or valuation: At July 1, 2008 Currency realignment Additions Transfer Transfer from prepayment Disposals At June 30, 2009 Currency realignment Additions Transfer Transfer from prepayment Disposals At June 30, 2010 Comprising: June 30, 2010 At cost At valuation June 30, 2009 At cost At valuation
Total US$000
9,254 (228) 189 1,853 1,242 (1,545) 10,765 209 46 43 (4) 11,059
6,450 (222) 806 119 (92) 7,061 131 570 200 (183) 7,779
21,146 (589) 1,243 1,242 (1,672) 21,370 428 2,489 43 (538) 23,792
1,063 1,063 78 78
Accumulated depreciation: At July 1, 2008 Currency realignment Depreciation Disposals At June 30, 2009 Currency realignment Depreciation Disposals
1,324 1,224
7,953 8,108
3,136 2,872
437 479
786 511
1,063 78
14,699 13,272
.88
2 757 759
2 757 759
1 13
186 282
73 76
667 364
927 735
89.
At end of year
354
373
In 2008, the Group acquired the Devon brand name from an investee for a purchase consideration of NZ$602,000 (equivalent to US$461,000). The brand name is amortised over the estimated useful life of 20 years.
.90
Deferred tax liabilities: Balance at beginning and end of year (58) (58)
Net
150
75
The balance comprises mainly the tax effect of: Tax loss carry forwards Revaluation of property Net 208 (58) 150 133 (58) 75 3 3 3 3
17
BILLS PAYABLES GROUP 2010 US$000 Bills payable 3,714 2009 US$000 406 2010 US$000 2,904 COMPANY 2009 US$000 406
The bank facilities of the Company with a balance of US$2,904,000 (2009: US$406,000) as at the end of reporting period are secured by a negative pledge on the Companys assets. The legal mortgage on the Companys leasehold building was discharged during the current financial year as the lease will expire in November 2013. The bank facilities of subsidiaries with a balance of US$810,000 (2009: Nil) as at the end of reporting period are secured by a legal mortgage on the subsidiarys leasehold land and buildings and guaranteed by the Company. The above credit facilities bear interest at rates ranging from 1.20% to 5% (2009 : 1.25% to 5%) per annum.
91.
The average credit period on purchases of goods is 30 days (2009: 30 days). No interest is charged on the trade payables. 19 OTHER PAYABLES GROUP 2010 US$000 Accrued expenses Refundable deposits received Others 1,300 1,065 74 2,439 2009 US$000 1,107 929 90 2,126 2010 US$000 264 913 31 1,208 COMPANY 2009 US$000 231 709 23 963
.92
It is the Groups policy to lease certain of its motor vehicles under finance leases. The average lease term is 7 years (2009: 10 years). For the year ended June 30, 2010, the average effective borrowing rate was 4% to 5% (2009: 4% to 7%) per annum for the Group and the Company. Interest rates are fixed at the contract date, and thus expose the Group to fair value interest rate risk. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The Groups and Companys obligations under finance leases are secured by the lessors charge over the leased assets. The fair value of the Groups and Companys obligations approximates their carrying amount.
93.
The Group and the Company has the following principal bank loans: a) a loan of US$331,000 (2009: US$Nil). The loan is repayable over 36 monthly instalments of US$9,722 per month commencing from May 2010. Repayments will commence in April 2010 and will continue until October 2029. The loan is unsecured and bears interest of at 3.7% per annum. b) a loan of US$95,000 (2009: US$475,000). The loan is repayable over 60 monthly instalments of US$31,667 per month commencing from September 2005. The bank loan as at end of reporting period is secured by a negative pledge on the Companys assets. The legal mortgage on the Companys leasehold building was discharged during the current financial year as the lease will expire in November 2013. The loan bear interest at 5.4% (2009: 5.4%) per annum for the first 3 years and 1.5% per annum above the Singapore Inter-Bank Offer Rate for subsequent years. The effective interest rate for the year was 3.7% (2009: 13%) per annum. 22 SHARE CAPITAL GROUP AND COMPANY 2010 Issued and paid up: At beginning of year and at end of year 133,690,000 133,690,000 4,040 4,040 2009 2010 US$000 2009 US$000 Number of ordinary shares
The Company has one class of ordinary shares with no par value, and which carry no right to fixed income.
.94
Total US$000
COMPANY Balance at July 1, 2008 Loss on available-for-sale investments Balance at June 30, 2009 Gain on available-for-sale investments Balance at June 30, 2010 58 58 58 (20) (21) (41) 13 (28) 38 (21) 17 13 30
The property revaluation reserve arises on the revaluation of land and buildings. When revalued land or buildings are sold, the portion of the property revaluation reserve that relates to that asset, and is effectively realised, is transferred directly to retained earnings. The investments revaluation reserve arises on the revaluation of available-for-sale financial assets. When a revalued financial asset is sold, the portion of the reserve that relates to that financial asset, and is effectively realised, is recognised in profit or loss. When a revalued financial asset is impaired, the portion of the reserve that relates to that financial asset is recognised in profit or loss. Other reserve represents the capitalisation of accumulated profits of a subsidiary. 24 REVENUE This represents the invoiced value of goods sold.
95.
26
OTHER OPERATING EXPENSES GROUP 2010 US$000 Bad debt written off related party Inventories written off Loss on disposal of property, plant and equipment Others 75 216 13 25 329 2009 US$000 67 18 9 94
27
FINANCE COSTS GROUP 2010 US$000 Interest expense on: Bank loan Finance leases Bills payable 34 49 9 92 24 92 25 141 2009 US$000
.96
Koda International Ltd is incorporated in Vietnam and assessable income generated from the investment made by the Company pursuant to the subsidiarys investment licence dated May 29, 2002 is subject to a corporate income tax rate of 10%. The subsidiary is entitled to corporate income tax exemption for four years from the first profit-making year and a reduction of 50% for the following four years. Assessable income generated from the additional investment made pursuant to the subsidiarys investment licence dated January 18, 2005 is subject to a corporate income tax rate of 10% for the first fifteen years and 28% thereafter. The subsidiary is also entitled to a one year tax exemption from the date the additional investment was put into operation and a 50% tax reduction for the following four years on this additional investment. The income tax for the current financial year is calculated using a rate of 5% which had been enacted by the end of the reporting period. Koda Vietnam Co., Ltd is incorporated in Vietnam and is subjected to a corporate income tax rate of 25% on its assessable income. The income tax for the current financial year is calculated using a rate of 25% which had been enacted by the end of the reporting period. Koda Saigon Co., Ltd is incorporated in Vietnam and is subjected to a corporate income tax rate of 10% on its assessable income. The subsidiary is entitled to a corporate income tax exemption for the first four years from the first profit-making year and a reduction of 50% for the following four years. The income is exempted from income tax for the current financial year as this is the first profit-making year. Rossano Design Co., Ltd is incorporated in Vietnam and assessable income generated from this subsidiary is subject to corporate income tax at the rate of 15%. The subsidiary is entitled to a corporate income tax exemption for two years from the first profit making year (2001). In accordance with the tax finalisation minute issued by Ho Chi Minh City Tax Office in September 2005 during the subsidiarys 2004 tax audit, the subsidiary was awarded a 50% tax reduction for 7 years starting from January 1, 2004 in accordance with Circular No. 88/2004/TT-BTC issued by the Ministry of Finance. Accordingly, the subsidiary has been making provisions for its income tax liability at the reduced rate of 7.5% since January 1, 2004 to June 30, 2007. According to revised tax legislation issued in 2009, the 7.5% concessionary rate is only applicable to foreign companies who export certain percentage of their products. As the subsidiarys exports did not meet the required percentage, its applicable income tax has been increased from 7.5% (previously granted concessionary tax rate) to 15% retrospectively from July 1, 2004 onwards. Domestic income tax is calculated at 17% (2009: 17%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
97.
Tax at the domestic tax rate of 17% (2009: 17%) Tax effect of expenses that are not deductible in determining taxable profit Effect of concessionary tax rate Effect of deferred tax assets not recognised Double tax deduction Effect of different tax rates of subsidiaries operating in other jurisdictions (Over) Under provision in prior year Total income tax (credit) expense
29
PROFIT (LOSS) FOR THE YEAR GROUP 2010 US$000 Directors remuneration: Directors of the Company Directors of the subsidiaries Fees to directors of the Company Employee benefits expense (including directors remuneration) Costs of defined contribution plans included in employee benefits expense Audit fees paid to: Auditors of the Company Auditors of the subsidiaries Non-audit fees paid to: Auditors of the Company Cost of inventories recognised as expense Inventories written off to net realisable value Amortisation of intangible assets Government subsidy job credits 4 23,054 216 21 (58) 3 20,481 18 18 (100) 52 63 43 60 625 252 58 10,439 531 766 226 57 8,436 421 2009 US$000
.98
Subsequent to the end of the financial year, the directors of the Company recommended that a final dividend be paid at 0.5 Singapore cent (2009: 0.5 Singapore cent) per ordinary share 1 tier tax-exempt amounting to S$668,000 (equivalent to US$478,000) [2009: S$668,000 equivalent to US$462,000] for the financial year just ended. The proposed dividends are not accrued as a liability for the current financial year in accordance with FRS 10 Events After the end of the reporting period. 32 SEGMENT INFORMATION Business segments The Group determines its operating segments based on internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. The Group is organised into business units based on their products on which information is prepared and reportable to the Groups chief operating decision maker for the purposes of resources allocation and assessment of performance. The Group is principally engaged in four reportable segments, namely chairs and tables, outdoor and garden furniture, bedroom furniture and occasional and other furniture. Information regarding the Groups reporting segments is presented below.
99.
Revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the year. The accounting policies of the reportable segments are the same as the Groups accounting policies described in Note 2. Segment profit represents the profit earned by each segment without allocation of finance costs, other operating income, other expenses and income tax credit (expense). This is the measure reported to the chief decision maker for the purposes of resource allocation and assessment of segment performance.
.100
Segment liabilities Chairs and tables Outdoor and garden furniture Bedroom furniture Occasional and other furniture Total segment liabilities Unallocated Consolidated liabilities 4,543 216 168 1,126 6,053 4,883 10,936 4,020 199 260 1,093 5,572 1,887 7,459
For the purchase of monitoring segment performance and allocating resources between segments, the chief operating decision maker monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments other than other financial assets and tax assets. Assets used jointly by reportable segments are allocated on the basis of the revenues earned by individual reportable segments.
101.
Non-current assets Year ended Year ended June 30, 2010 US$000 8,408 396 6,249 15,053 June 30, 2009 US$000 8,025 424 5,196 13,645
.102
34
OPERATING LEASE COMMITMENTS The Group as lessee GROUP 2010 US$000 Minimum lease payments under operating leases recognised as an expense in the year 1,236 997 110 91 2009 US$000 2010 US$000 COMPANY 2009 US$000
At the end of the reporting period, the commitments in respect of non-cancellable operating leases for the rental of office premises were as follows: GROUP 2010 US$000 Future minimum lease payments payable: Within one year In the second to fifth year inclusive After five years Total 1,101 3,281 1,560 5,942 866 1,678 1,442 3,986 122 296 418 87 297 384 2009 US$000 2010 US$000 COMPANY 2009 US$000
103.
At the end of the reporting period, the Group has contracted with tenants for the following future minimum lease receivables. GROUP 2010 US$000 Future minimum lease payments receivable: Within one year In second to fifth year inclusive 175 149 324 173 173 121 149 270 78 78 2009 US$000 2010 US$000 COMPANY 2009 US$000
.104
statement of directors
In the opinion of the directors, the consolidated financial statements of the Group and the statement of financial position and statement of changes in equity of the Company as set out on pages 43 to 103 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at June 30, 2010, and of the results, changes in equity, cash flows of the Group and the changes in equity of the Company for the financial year then ended and at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts when they fall due.
105.
394,784 sf
Freehold
36,300 sf
nil
2047
ITACO-The Corporation for Investment Construction Business Exploration TAN TAO Concentrate Industrial Park ITACO-The Corporation for Investment Construction Business Exploration TAN TAO Concentrate Industrial Park Tan Tao Services Utilization Office and Warehousing Trade Co., Ltd. (TASERCO)
38,750 sf
nil
2047
118,400 sf
Annual lease payment of US$208,268 payable for 10 years from Oct 2002 to Oct 2012
2047
544,573 sf
na
2053
87,120 sf
na
2045
1. The leasehold property located in Singapore as stated in the Companys books is based on a professional valuation made in November 1981. For information purposes, a second professional valuation of this property was carried out by Knight Frank Pte Ltd in June 2001 which valued the property at $1.6 million. The Company, however, continues to record this leasehold property at its existing book carrying value based on the November 1981 professional valuation on the ground of prudence as the leasehold property has a remaining lease period of about 3 years as at 30 June 2010. 2. Based on professional valuation made by Messrs Jones Lang Wootton in July 2008, this property was valued at RM9.9 million. 3. These properties were acquired under finance lease. 4. Based on professional valuation made by Messrs Jones Lang Wootton in July 2008, this property was valued at RM2.3 million. na RM not applicable Ringgit Malaysia
.106
statistics of shareholdings
AS AT 16 SEPTEMBER 2010 DISTRIBUTION OF SHAREHOLDINGS SIZE OF SHAREHOLDINGS 1 999 1,000 10,000 10,001 1,000,000 1,000,001 AND ABOVE TOTAL NO. OF SHAREHOLDERS 414 442 320 17 1,193 % 34.70 37.05 26.82 1.43 100.00 NO. OF SHARES 106,934 2,068,720 23,490,963 108,022,980 133,689,597 % 0.08 1.55 17.57 80.80 100.00
TWENTY LARGEST SHAREHOLDERS NO. NAME 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 JAMES KOH JYH GANG KOH TENG KWEE KOH JYH ENG KOH SHWU LEE THE ESTATE OF TAN SONG LIANG DB NOMINEES (S) PTE LTD CITIBANK NOMINEES SINGAPORE PTE LTD TAN KIA HONG KOH SHWU LING PHILLIP SECURITIES PTE LTD DBS NOMINEES PTE LTD KOH SHUH JEN KIM ENG SECURITIES PTE. LTD. WEE HIAN KOK RAFFLES NOMINEES (PTE) LTD OCBC SECURITIES PRIVATE LTD POH IK TNG LALCHAND JETHANAND DARYANANI TEH WING KWAN THAM KWOK CHOY TOTAL NO. OF SHARES 26,092,592 15,177,120 13,185,520 12,755,520 9,421,920 5,374,000 5,085,600 4,524,000 3,978,320 1,977,200 1,844,350 1,728,960 1,644,278 1,427,000 1,335,000 1,271,600 1,200,000 1,000,000 899,640 800,000 110,722,620 % 19.52 11.35 9.86 9.54 7.05 4.02 3.80 3.38 2.98 1.48 1.38 1.29 1.23 1.07 1.00 0.95 0.90 0.75 0.67 0.60 82.82
107.
statistics of shareholdings
AS AT 16 SEPTEMBER 2010 Substantial Shareholders (as recorded in the Register of Substantial Shareholders as at 16 September 2010) Number of Shares each fully paid Name of Substantial Shareholder James Koh Jyh Gang Koh Teng Kwee(1) Koh Jyh Eng(2) Koh Shwu Lee(3) The estate of Tan Song Liang(1) Direct Interest 26,092,592 15,177,120 13,185,520 12,755,520 9,421,920 % 19.52 11.35 9.86 9.35 7.05 Indirect Interest 9,421,920 36,000 432,000 15,177,120 % 7.05 0.03 0.32 11.35
Notes: (1) The late Mdm Tan Song Liang was married to Mr Koh Teng Kwee. Both Mr Koh Teng Kwees and estate of Tan Song Liangs indirect interests arise by virtue of their interests in each others shareholdings. (2) Mr Koh Jyh Engs indirect interest comprises 36,000 shares held by his wife, Mdm Wong Sau Wai. (3) Mdm Koh Shwu Lees indirect interest comprises 432,000 shares held by her husband, Mr Kavin Seow Soo Yeow.
Percentage of shareholding held in the hands of public As at 16 September 2010, the percentage of shareholding in the Company held in the hands of public is approximately 37.95%. At least 10% of the Companys equity securities are held by the public at all times and the Company is in compliance with Rule 723 of the SGX-ST Listing Manual.
.108
AS SPECIAL BUSINESS 9. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modifications: That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors to allot and issue:
109.
at any time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares and convertible securities to be issued pursuant to this Resolution does not exceed fifty per cent (50%) which limit may, until 31 December 2010 or such later date as may be determined by the Exchange Securities Trading Limited (SGX-ST), be increased to one hundred per cent (100%) for the Company to undertake pro-rata renounceable rights issue of the total number of issued shares excluding treasury shares or such other limit as may be prescribed by the SGX-ST as at the date of this Resolution, of which the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to shareholders of the Company does not exceed fifteen per cent (15%) of the total number of issued shares excluding treasury shares or such other limit as may be prescribed by the Singapore Exchange Securities Trading Limited as at the date of this Resolution, and, unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. For the purpose of determining the aggregate number of shares that may be issued pursuant to this Resolution, the percentage of the total number of issued shares excluding treasury shares is based on the total number of issued shares excluding treasury shares at the date of this Resolution after adjusting for new shares arising from the conversion of exercise of any convertible securities or employee stock options in issue as at the date of this Resolution and any subsequent consolidation or subdivision of the Companys shares. [See Explanatory Note (I)] 10. To consider and, if thought fit, pass the following resolution as an ordinary resolution, with or without modifications: That subject to and pursuant to the share issue mandate in resolution 8 above being obtained, authority be and is hereby given to the Directors to issue new shares other than on a pro-rata basis to shareholders of the Company at an issue price per new share which shall be determined by the Directors in their absolute discretion provided that such price shall not (i) of the issue is made on or before 31 December 2010, or such other date as may be determined by the SGX-ST, represent more than a 20% discount for new shares to the weighted average price per share or (ii) if the issue is made after 31 December 2010, or such other date as may be determined by the SGX-ST, represent more than a 10% discount for new shares to the weighted average price per share, determined in accordance with the requirements of the SGX-ST. [See Explanatory Note (II)] (Resolution 9) (Resolution 8)
.110
shall not exceed fifteen per cent (15%) of the issued share capital of the Company from time to time. [See Explanatory Note (IV)] 13. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modifications: That: (a) for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50 (the Companies Act), the exercise by the Directors of all powers of the Company to purchase or otherwise acquire Shares, not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereinafter defined), whether by way of: (Resolution 11)
111.
.112
Notice of Books Closure Date and Payment Date for Final Dividend Notice is hereby given that the Transfer Books and the Register of Members of the Company will be closed at 5.00 p.m. on 11 November 2010 (the Books Closure Date) for the purpose of determining the entitlement of Shareholders to the final dividend of S$0.005 per ordinary shares in respect of the financial year ended 30 June 2010 (the Final Dividend). Shareholders whose shares are deposited with the Central Depository (Pte) Limited (CDP), whose securities account with CDP are credited with Shares as at 5.00 p.m. on the Books Closure Date will be entitled to the Final Dividend on the basis of the number of shares standing to the credit of their securities accounts with CDP as at 5.00 p.m. on such date. Duly completed registrable transfers in respect of shares in the Company received up to the close of business at 5.00 p.m. on 11 November 2010 by the Companys Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #3201, Singapore Land Tower, Singapore 048623, will be registered to determine shareholders entitlements to the Final Dividend. The Final Dividend, if approved by members at the Annual General Meeting to be held on 28 October 2010, will be paid on or about 23 November 2010. By Order of the Board Ong Beng Hong/Tan Swee Gek Secretaries 13 October 2010
113.
Proxy Form
KODA LTD
(Incorporated in the Republic of Singapore) (Company Registration No. 198001299R)
Name
Address
Name
Address
as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting of the Company, to be held at The Pines, 30 Stevens Road, Singapore 257840 on 28 October 2010 at 10.00 a.m., and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Meeting. No. Resolutions Relating To: Ordinary Business 1. 2. 3. 4. 5. 6. 7. Adoption of Reports and Accounts Declaration of final dividend Re-appointment of Mr Sim Cheng Huat Re-appointment of Mdm Koh Shwu Lee Re-appointment of Mr Koh Teng Kwee Approval of Directors Fees Re-appointment of Auditors Special Business 8 9. 10. 11. 12. Authority to allot and issue new shares Authority to issue shares at a discount of up to 20% Authority to allot and issue new shares pursuant to the Koda Share Option Scheme Authority to allot and issue new shares pursuant to the Companys Share Performance Plan Approval of the renewal of Share Buy Back Mandate For Against
(Please indicate with a cross [X] in the space provided whether you wish your vote to be cast for or against the Resolutions as set out in the Notice of the Meeting.) Dated this day of 2010 Total number of Shares held
Notes:
1. Please insert the total number of shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares registered in your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.
2. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead.
3. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.
5. The instrument appointing a proxy or proxies must be deposited at the Companys registered office at 28 Defu Lane 4, Singapore 539424, not less than 48 hours before the time set for the Meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.
7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter of power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy; failing which the instrument may be treated as invalid.
8. The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of shares entered in the Depository Register, the Company may reject a Proxy Form if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
corporate information
Board of Directors Koh Teng Kwee
Non-Executive Chairman
Auditors Deloitte & Touche Certied Public Accountants 6 Shenton Way #32-00 DBS Building Tower Two Singapore 068809 Audit Partner Aric Loh Siang Khee Date of Appointment 27 October 2006 Principal Bankers United Overseas Bank Limited 80 Rafes Place UOB Plaza 1 Singapore 048624 Alliance Bank Ground Floor, No. 1 & 3, Jalan Perang, Taman Pelangi, 80400 Johor Bahru, Johor Malaysia Hongkong and Shanghai Banking Corporation 21 Collyer Quay #08-01 HSBC Building Singapore 049320
Company Secretaries Ong Beng Hong Tan Swee Gek Registered Ofce & Principal Place of Work 28 Defu Lane 4 Singapore 539424 Share Registrar Boardroom Corporate & Advisory Services Pte. Ltd 50 Rafes Place #32-01 Singapore Land Tower Singapore 048623
ernie@kodaltd.com
wkteh@kodaltd.com
www.kodaonline.com
Redening Lifestyle
Company Registration No: 198001299R 28 Defu Lane 4 Singapore 539424 T +65 6282 9882 F +65 6287 7328 E koda@kodaltd.com