Notes to the Financial Statements

Transcription

Comfort Group Annual Report 2001 >
D
estinations
>
Destinations 49
Annual Report 2001
Design Rationale >
At the core of Comfort’s service promise is our endeavour to help our customers reach
their destination hassle-free and in the shortest time possible. Over the years, we have
evolved beyond the taxi business, to include car repairs and maintenance, diesel sales,
vehicle distribution and courier services. We have a proven track record behind us and
2 record breaking years in a row at the turn of the new millennium. Nevertheless, we
continue to set our sights higher. As we push towards our destination, we will continue
to ensure that both our customers and shareholders reach theirs by ensuring customer
satisfaction and increased shareholder value. Rest assured, we’ll take you there.
We
take
•
you
T
Contents >
1
10
18
20
21
22
23
25
26
34
36
37
38
41
42
Destinations 4645
Mission Statement
Chairman’s Statement
Board of Directors
Corporate Information
Comfort Group Structure
Directors of Comfort Group of Companies
Corporate Governance
Prime Movers
Operations Review
Calendar of Events
Group Financial Highlights
Five-Year Financial Summary
Five-Year Key Performance Indicators
Share Price Movement
Industry Outlook
Financial Statements
•
H
•
E
•
R
•
E
•
. . . Mission Statement >
Our Vision >
• We envision the Comfort Group of Companies as a homegrown conglomerate playing a significant role
in land transport-related business locally and regionally.
Our Mission >
• We aim to be the leading provider of land transport-related services to the public.
Our Commitment >
•
•
•
•
•
•
•
•
To realise our vision and mission, we are committed to:
Providing our customers and clients with quality products and services to meet their expectations.
Endeavouring to achieve for our shareholders a reasonable return on their investments.
Achieving a mutually beneficial business relationship with our partners, principals, suppliers, distributors
and other business associates.
Attracting and retaining able and talented employees to grow with the Group.
Working synergistically with the Government and the trade union movement to help develop an
efficient land transport service.
Assisting in community welfare projects whenever our resources allow.
Protecting the physical environment in which we operate.
Destinations
Destinations 1
The
Group
scored
record
another
year
of
profits. All business units, with
the exception of a new start-up, contributed to
its profit at the profit before tax level.
Private
vehicle repairs, diesel sales and the
turnaround of the
car distribution
businesses contributed significantly to the profit
growth.
Destinations 2
Group Turnover
$4
14.6
MILLION
Destinations 3
Earnings per share wen
31.7%, from
5.59 cents to
Likewise, return on average
fund incre
14.7%.
Destinations 4
t up
7.36
by
cents.
shareholders’
ased
from12.3% to
An
interim dividend of 1.25 cents per
share was paid to shareholders in December 2000.
The Board is pleased to
2.25
recommend
a final dividend of
cents per
share as a further reward to our
shareholders.
Destinations 5
Profit Before Tax
$79.9
Destinations 6
million
Destinations 7
Comfort Ads, Comfort’s media arm,
record-breaking
g row t h
48.9%
$7.0
strong
demand
taxi
posted
. Turnover went up by
, from $4.7 million to
million, mainly spurred on by
for wholly-painted
advertisements.
Destinations 8
Our
and
vehicle servicing, maintenance
diesel sales businesses registered a double
digit
80.1% in cr ea se
turnover,
from
$50.8
$28.2
million
in
to
million.
Destinations 9
. . . C h a i r m a n ’s S t a t e m e n t >
Destinations 10
Chairman’s Statement ...>
Financial year 2000/01, the first year of the new millennium, will be remembered as a watershed year for
the Group. Riding on the breakthrough of the previous year, the Group delivered record profit and double
digit growth for a second year running. These achievements were made from careful planning and wellexecuted measures embarked upon to improve on the profitability of our businesses.
FINANCIAL PERFORMANCE
The Group’s turnover increased from $358.8 million to $414.6 million, a rise of 15.6%. The increase last
year was 11.0%. The Group’s operating profit before depreciation, tax and interests also rose by 15.6%
from $157.0 million to $181.5 million. Last year’s increase was 13.8%. Profit after depreciation, taxation and
minority interests but before extraordinary items increased by $14.2 million or 31.8% to $59.1 million
over the last financial year. Last year, the increase was 124.0%. Profit attributable to shareholders rose to
$59.1 million compared to $51.0 million a year ago, an increase of 15.9%. For last year, the increase was
154.4%.
In analyzing the sectoral increase in profits, the direct taxi services generated an improvement of $5.83
million whereas the other non-taxi operations generated $9.88 million increase. This clearly evidenced
that the bulk of the growth was due to the latter.
Earnings per share went up by 31.7% from 5.59 cents to 7.36 cents after taking into account the 1-for-2
bonus payment made last year. The net tangible asset value per share increased by 4.00 cents or 8.5% to
51.00 cents. Likewise, return on average shareholders’ fund increased from 12.3% last year to 14.7% this
year, with the shareholders’ fund increasing to $418.0 million from $385.7 million. The increase in
shareholders’ fund was 8.4% compared with 11.5% a year ago.These growth figures are indeed commendable
for a business sector that has limitations in Singapore. Future increases would depend very largely on
further efficiency of operations and management as well as overseas ventures.
DIVIDEND
An interim dividend of 1.25 cents per share was paid to shareholders in December 2000. The
Board is pleased to recommend a final dividend of 2.25 cents per share as a further reward to
our shareholders.Together with the gross interim dividend, the total dividend for FY 00/01 will
amount to 3.50 cents per share or 14% of the par value as compared to 12% last year.This is
another record.
Consistent with our excellent performance, the Directors have decided previously
that, as a policy about 30% of the Group’s profit after tax and minority interest
would be distributed as dividends to shareholders. The Board believes that
this dividend pay out policy is sustainable over the longer term. The total
dividend payment for FY 00/01 would amount to 35.7% of the Group’s
profit after tax and minority interest. In absolute terms, the total
dividend payment for FY 00/01 amounting to $21.1 million would
be $9.1 million or 76.5% more than that distributed in the last
financial year, after taking into consideration the enlarged share capital
base arising from the bonus issue of 1-for-2 shares given out last year.
With this increasing trend in our performance, your Board is
optimistic that future dividend payment will continue to rise.
Destinations 11
BUSINESS REVIEW
Taxi Operations > Comfort revised its taxi fare structure for both its Comfort and Yellow-Top taxi
fleets in a move to better match the growing demand, and the supply. From experience, this mechanism
will be the instrument to promote quality and efficient service for commuters.The new fares were effected
on 12 June 2000. In preparation for the new fare structure, both taxi fleets were installed with the smart
taxi meter that automatically computes date and time-based surcharges. The cabs were also equipped
with a receipt printer that sets out the various taxi surcharges for greater clarity.
Comfort CabLink continued its record-breaking trend of increases in cab bookings. Average monthly taxi
bookings increased from 555,000 in FY 99/00 to 710,000 in FY 00/01, an increase of 27.9%.To cope with
the massive increase, a second call centre at an investment cost of $2.1 million was established. With the
new call centre, CabLink’s total capacity is increased to 7,000 bookings per hour, compared to 2,500 per
hour previously, a vast improvement of 180%.Together with the two Taxi Order Terminals (TOT) installed
in FY 00/01, bringing the total number to 70, this will further add convenience to commuters. A 13.0%
increase in TOT bookings was registered in FY 00/01 over FY 99/00, bringing the number to 290,154.
With higher vehicle cost and huge COE investment, taxi rentals were raised by a modest amount of an
average of $2 per day in December 2000. This represents an increase of less than 3.0% over the previous
rental rate. In addition, to encourage hirers to participate in the “Diesel Account Scheme” offered by
Comfort Automotive Services so as to increase their intakes of diesel from CAS outlets, a daily $1 rental
discount was given. This is a “double bonus” arrangement for the hirers as the diesel price offered is well
below market rate.
To assist our hirers further, rental rebates amounting to $2.36 million were paid out to owners and hirers
of Comfort and Yellow-Top taxis in July 2000. These drivers also continued to enjoy free annual health
checks, jointly organised with the National Kidney Foundation.
Our planned marketing efforts also paid off, with the corporate client voucher scheme enjoying an 87.0%
increase in transacted volume over the last financial year. Total voucher billings for the financial year
reached $5.2 million.
Started as a pilot scheme with 40 taxis in July 2000, the cashless payment scheme was an instant success.
By March 2001, some 4,500 taxis have been installed with the facility and the card transactions amounted
to $135,000. Comfort expects a significant increase in its card payment transactions when 8,000 or over
70% of its taxi fleet are fitted with the cashless terminal by December 2001.
For the year under review, 1,301 small taxis were scrapped and replaced by the highly demanded bigger
taxis.This places our taxi composition at 4,197 big taxis or 42% of the fleet, versus 3,346 big taxis or 34%
of the fleet in 2000. The target is to reach 80% in 2004. Correspondingly, 43% of the Comfort fleet is less
than 3 years old.
The second taxi company,Yellow-Top Cab (YTC) successfully bought over 51 licences from private owners.
In the year, 66 licences were converted from ownership scheme to rental scheme.This brings YTC’s rental
fleet size to 1,015. Its total fleet size stood at 1,047.
Destinations 12
Some 140 YTC taxis were scrapped and replaced by the larger 3-litre Crowns. 87% of the fleet consists of
big taxis and 44% of the total fleet is less than 3 years old.
Taxi repair downtime was reduced by 8.0% compared to the last financial year, on top of other operational
efficiencies and cost savings initiatives. In particular, savings were realized in the re-negotiated insurance
arrangements. All these have helped both the hirers and the taxi operators.
Alongside product innovations for commuter convenience and safety, taxi driver training initiatives were
also placed on high priority. In the year under review, some 1,000 drivers had participated in the rigorous
Skills Redevelopment Programme (SRP) since its launch in April 2000. By May 2001, 600 of them have
completed the 9-month training. Following the SRP launch, Comfort introduced its on-line vocational
licence training for the convenience of would be taxi drivers. The Group incurred $1.6 million in these
training and retraining programmes. This will continue to be intensified in the years ahead as we embark
on operational efficiencies and improvements.
The Sovereign, our Mercedes Benz taxi, outshone competition at the annual Tourism Host Award presented
by the Singapore Tourism Board (STB), with one of our drivers winning the prestigious title. This is the
second STB win for Sovereign in three years since its participation in the Awards.
In an attempt to serve the public better, the Group extended substantially its bus operations so that
Comfort could become a truly bi-model land transport operator.The year saw the Comfort Bus fleet size
increasing from 144 to 187 buses. Some of these increases were a result of Comfort’s acquisition of a fleet
of 32 buses, with an accompanying contract worth $3.0 million from a private company, Chin Lin Bus
Services. This new addition will see Comfort Bus’ turnover increasing by 75.0%, from $4.0 million to $7.0
million. Steps are being taken to increase our bus fleet further.
Comfort Ads, Comfort’s media arm, also posted record-breaking growth.Turnover went up by 48.9%, from
$4.7 million to $7.0 million, mainly spurred on by a strong demand for wholly-painted taxi advertisements.
With these changes, taxi operations turnover in financial year 00/01 garnered a 9.0% increase to reach
$315.1 million.A contributing factor to the growth was the conversion of taxi licences from the ownership
scheme to the rental scheme, besides the various improvements cited.The last 600 licences were converted,
completing the conversion exercise and bringing the total rental fleet of Comfort taxis to 10,000.Together
with Yellow-Top Cab, the Group has a total fleet size of 11,047 taxis, including owner and rental taxis.
Profits in taxi operations improved from $44.3 million to $50.1 million, a 13.1% increase whereas the
increase in profits in non-taxi operations went up by a huge 56.0% from $17.6 million to $27.5 million.Taxi
services accounted for 64.6% of the Group profit in FY 00/01 compared to 71.5% a year ago.
Vehicle Repairs and Sale of Diesel > Our vehicle servicing, maintenance and diesel sales businesses
also registered a double digit 80.1% increase in turnover, from $28.2 million to $50.8 million. Profit before
tax also rose by 38.9%, from $13.1 million to $18.2 million.
Destinations 13
In December 2000, General Automotive Services (GAS) started taxi maintenance operations in Senoko
to better serve hirers residing in the northern area. It also started to maintain a number of Comfort buses
at its Ubi workshop in February 2001.
Diesel sales were very encouraging, dispensing 60.8 million litres per year or 5.1 million litres per month
to our taxi fleets, up from 26.9 million litres in FY 99/00. This is a commendable 126.0% rise.
By March 2001, monthly diesel sales breached the 6 million litres mark. This exceptional growth was an
outcome of the strategic distribution of diesel stations in the north, west and east of the island.The Bukit
Batok, Ubi and Senoko branches were opened in June, October and November 2000 respectively. This
outcome also came on the back of two successful diesel promotions, in October 2000 and February 2001.
The introduction of diesel sales in our own premises for our own taxis has achieved excellent win-win
formula for both the taxi drivers and Comfort. However, there is still scope for further improvement as
our achievement was only 40.0% of our entire fleet requirements.
Third party crash repairs and general servicing also experienced double digit growth, with the number of
repairs and servicing tasks rising by 45.5% from 2,200 vehicles to 3,200 per month.These jobs were from
the private car market and not our taxi fleets. In November 2000, Comfort Automotive Services (CAS)
started unlimited towing services to CAR-Aid members.This new offering not only boosted its CAR-Aid
membership, resulting in a 23.0% growth, but also mapped out a strategic move to complement the
private vehicle crash repair service. The membership now stands at 80,000.
In September 2000, both GAS and CAS received the People Developer Award in recognition of their
commitment to their employees’ training needs.
Vehicle Inspections > Our listed subsidiary,VICOM Ltd, achieved a turnover of $10.7 million in vehicle
inspections, a 10.2% increase from the previous year. The increase is mainly attributed to higher inspection
revenue from the operation of two new additional centres at Yishun and Kaki Bukit, as well as a new
income stream from the Chassis Dynamometer Smoke Test for diesel-driven vehicles.The latter commenced
operation in the second half of the financial year. However, profit increase is only 5.5%, reaching $5.9
million.
In June 2000,VICOM acquired AA Inspection Centre Pte Ltd, formerly owned by Automobile Association
of Singapore. In September 2000,VICOM (Yishun) commenced operations.With the addition of these two
centres,VICOM now operates five centres with 23 inspection lines catering to all groups of vehicles.
A full report of VICOM Group’s achievements is contained in its own annual report.
Vehicle Distribution > Car distribution turned in maiden profits of $793,000 for the Group. The
turnover increased by 7.6% to $14.9 million. In FY 00/01, four new SEAT models were launched – the
Alhambra 1.8 20VT (Auto) and Toledo 1.6 (Manual), 1.6 (Auto) and 1.8 (Auto) and were met with good
response. Barcelona Motors continued to build up its market share to become a strong contender in the
Continental marques.
Destinations 14
In FY 00/01, ComTrucks’ first batch of Euro-I emission standards compliance trucks were sold. ComTrucks
will import Euro-II compliance trucks in the new fiscal year.
The Group will position its car distribution business as an “under one roof” distribution chain, offering
low-engine capacity cars, (eg. Perodua cars), to high end models (SEAT), to commercial vehicles (ComTrucks).
Learner Driver Education > Comfort Driving Centre (CDC) registered an increased turnover of
23.8% from $10.5 million to $13.0 million. Profit before tax reached $2.0 million, a 30.9% improvement
over FY 99/00.
In the year, 44 units of Toyota were added to its training car fleet, whilst training bike fleet size increased by
18. By the close of the financial year, it had a total fleet of 51 training cars and 61 motorcycles.The year also
witnessed the launch of its Class 2 & Class 2A motorcycle curricula.
In March 2001, CDC celebrated its 5th anniversary. A second cause for celebration in the year was its
achievement of the People Developer Award presented by the Singapore Productivity and Standards Board
in addition to the International Labour Organisation’s award of being one of the nine high performanceworking organisations in the world last year.
Property Development > Of the two property developments undertaken by the Group jointly with
established property developers, all 432 units of the executive condominium in Boon Lay had been fully
sold while the 242 units of condominium in Simei was 22.7% sold. There was a write back of $700,000 in
provision in FY 00/01 for the Boon Lay project. For the Simei project, provision had adequately been
provided for in previous financial years.
Courier Services > Within a year of its launch, Comfort Courier Services built up a daily 500 runs,
surpassing the growth of most new courier start-ups. It launched an interactive website in December 2000,
which allows its customers online courier bookings and tracking of delivery status. Turnover was $380,095.
It still had to make its profit contribution.
Overseas Venture > Taxi operations in Suzhou and Xiamen remained profitable, whilst the Zhengzhou
bus operations, in its third year, has yet to make positive contribution.
In September 2000, Suzhou Comfort Taxi Co. Ltd was appointed as the authorised service centre for
Toyota vehicles in Suzhou. This coincided with the official opening of the petrol and workshop services in
the Singapore Suzhou Industrial Park. With the petrol station kiosk and workshop in full operation, the
business is expected to reap a return in the new financial year.
In the same month, Comfort (China) took a 19.27% stake in German Automobiles Pte Ltd, whose principal
activities are the import of motor vehicles, automotive parts and accessories into China and the Hertz
franchise in major cities in China.This augurs well for the Group’s operations in China as it adds breadth to
its strategically-linked activities.
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At the tail end of the financial year, the Group purchased a 25.0% stake in Hong Kong’s leading transport
company, Trans-Island Limousine Service Limited. The latter provides airport transfer service and coach
service between Hong Kong and the various large cities in Guangdong Province. This alliance will open
up further opportunities of expanding its operations in China.
COMFORT TAXIS CELEBRATED 30TH ANNIVERSARY
FY 00/01 was also a watershed year as its founding business in taxi services crossed its 30th year. Comfort
Transportation entered the new millennium and its 31st year with greater confidence. It re-branded its
taxis in November 2000, unveiling a new vibrant taxi livery and logo.The fleet bearing the new livery was
also equipped with the cashless payment system and automated Light Emitting Diode (LED) rooftop
signs, initiatives aimed at improving service to the commuters. As a gesture of appreciation to the public
for the 30 continuous years of support, free rides were offered onboard Comfort taxis every Saturday
for the month of November. It closed its anniversary celebrations fittingly with a grand ball officiated by
Mr Lim Boon Heng, Minister-Without-Portfolio and NTUC Secretary-General.
COMMUNITY INITIATIVES
While the Group has made substantial profits, it also played its role as a responsible corporate citizen.
FY 00/01 saw the Group making significant contributions, amounting to $700,000, to the beneficiaries of
various welfare organisations.Those who benefited included the elderly, the handicapped and the needy.
Comfort’s Handicare Cab Scheme, introduced in 1999, saw a five-fold increase in the usage by members
of Handicaps Welfare Association (HWA), averaging 500 trips per month.
On the occasion of its 30th anniversary, a public concert was staged, with $100,000 raised and presented
to His Excellency, President S R Nathan who received it on behalf of the Community Chest. Comfort
also donated two mini buses to NTUC Eldercare for the conveyance of the elderly to their therapy
sessions. It is therefore no surprise that with our genuine and sincere efforts directed at the community
at large and our taxi drivers and staff in particular, we have been given the ‘Family Friendly Firm Award’ by
the Singapore National Employers Federation.
A NEW DESTINATION
The Group was rewarded handsomely with an enviable set of results for FY 00/01, on the back of
another record-breaking year.
The Group’s core business of taxi services turned in extremely good performance by excellent
management. Besides taxi services, promising growth areas such as taxi advertising, vehicle servicing and
repairs, diesel sale and bus operations are expected to register profit growth in the coming years.
In the new financial year, the Group will intensify its efforts to improve in the areas of taxi rental and taxi
bookings, as well as growing its corporate clientele. Despite a cautious outlook for the marketplace, we
are confident of building up these areas.
Destinations 16
Diesel dispensing activities will be further expanded and more diesel stations will proliferate the island,
making it more convenient for our 22,000 drivers to refuel their taxis.With the opening of the latest diesel
line at Yishun in June 2001, taxi drivers are now served by seven diesel stations.
The market potentials for private car repairs and servicing have yet to be fully realised and we will seek to
tap fully into this growth area. Plans are also afoot to increase the media buy of taxi advertisements
significantly with new and innovative forms of taxi advertising. Our bus operations represent yet another
uptapped growth potential. We will accelerate our efforts to improve in this direction.
Baring unforeseen circumstances, we are confident of achieving a higher profit in the new fiscal year.
NEW CHALLENGES
In my remarks to the senior management in their retreat in September 2000, I stressed that we should get
rid of the image that we are an entity like all NTUC co-operatives or companies. We are, in fact, a public
listed company. Singapore Labour Foundation and the unions are not the only shareholders. I urged
management to adopt market practices of doing business like rewarding staff and styling their procedures.
Shareholders expect us to generate meaningful profits.We have to function as a commercial entity making
profits and answering to all shareholders and the authorities as our duties.
I threw the challenge that our success lies in our ability to see the tasks and challenges ahead, the boldness
to dream, the courage to seize the opportunity when available and the confidence to take the necessary
calculated risks based not on present parameters but future unknown factors.
These messages were made at a time when the various committees were set up by the authorities to
review measures aimed at the disclosure approach for the investing public. Soon the Group will have to
operate under the newly-introduced Code of Corporate Governance that demands greater transparency
and accountability. We are already prepared for it.
IN APPRECIATION
I would like to record my appreciation to my fellow Directors, whose guidance has been critical to the
success that the Group has enjoyed in FY00/01.
Credit should also go to our management and staff for their efforts and dedication in our push towards
greater operational efficiencies. Our 22,000 drivers who provided over 385,000 taxi trips daily, rain or
shine, also deserve our appreciation. I also like to record my appreciation to our union leaders and the
various unions for their co-operation and trust in us. We are embarking on an exciting phase with
improvements in modes of land transportation necessitated by technological advances and expectations of
the demanding public. I urge our staff and drivers to join the Group in this rewarding endeavour.
Lim Jit Poh
Chairman
Note: Some of the figures have been reclassified to conform with the current financial year’s presentation for meaningful comparison.
Destinations 17
Board of Directors ...>
Mr Lim Jit Poh
Mr Goh Chee Wee
Dr Wang Kai Yuen
Mr John Loo Say Lin
Chairman
Group Managing Director/
Chief Executive Officer
Director
Director
Lim Jit Poh, appointed as Director
in 1993 and Chairman of the
Board in 1999, is also Chairman
of the Executive Committee, the
Executive Remuneration Committee
and the Administration Committee
for The 2000 Comfort Share
Option Scheme. Mr Lim, besides
being the Executive Director of Lum
Chang Holdings Limited and Deputy
Manging Director of L.C .
Development Ltd, is also Chairman
of VICOM Ltd and i-One.Net
International Ltd as well as a
director of DelGro Corporation
Limited, The Ascott Limited,
International Factors (Singapore)
Ltd and Inchem Holdings
International Limited. All these are
public companies listed on the
Singapore Exchange.
Goh Chee Wee, appointed as
Group Managing Director in 1997
and redesignated as Group
Managing Director/Chief Executive
Officer in 2000, is also a member
of the Executive Committee, the
Audit Committee,the Executive
Remuneration Committee and the
Administration Committee for The
2000 Comfort Share Option
Scheme. He is concurrently the
Deputy Chairman/Chief Executive
Officer of VICOM Ltd.
Dr Wang Kai Yuen,
appointed as Director
in 1993, is also a
member of the Executive
Committee.
John Loo Say Lin,
appointed as Director in
1993, is also Chairman of
the Audit Committee,
and a member of the
Executive Remuneration
Committee and the
Administration
Committee for The 2000
Comfort Share Option
Scheme.
Lim Jit Poh was a former top civil
servant and a Fulbright scholar. He
was awarded the Public
Administration Medal by the
Government of Singapore in 1972
and three awards by the National
Trade Union Congress, namely
Friend of Labour Award in 1986,
Meritorious Service Award in
1990 and Distinguished Service
Award in 2000. Mr Lim is a
Member of the Council of the
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18
National University
of Singapore
and a Trustee of the Singapore
National Employers Federation.
Mr Goh is the Member of
Parliament for the Boon Lay
Constituency and Deputy
Government Whip. Prior to joining
Comfort Group Ltd, he was the
Minister of State, Ministry of Trade
& Industry and the Ministry of
Communications. He is currently
the Chairman of Board of Trustees
of NTUC
and NTUC
Administration and Research Unit.
Mr Goh is also a Director of the
Singapore Labour Foundation and
the Singapore Institute of Labour
Studies. Mr Goh is Chairman of
NTUC Media Co-operative
Limited, Chairman of Board of
Trustees of Singapore National Cooperative Federation Ltd, Deputy
Chairman of NTUC FairPrice and
Director of several public listed
companies.
Dr Wang is a Member
of Parliament for the
Bukit Timah Group
Representation
Constituency. He is
also the Managing
Director of Xerox
Singapore Software
Centre, Director of
SuperBowl Holdings Ltd,
i-One.Net International
Ltd, Asian Micro Holdings
Ltd, Hong Lai Huat
Group Limited, Nylect
Technology Ltd and
COSCO Investment
(Singapore) Ltd.
He is Managing Director
of Elpiji (S) Pte Ltd and a
Director of several
companies in Singapore,
Vietnam, Philippines and
the People’s Republic of
China in consultancy, oil
and gas engineering, and
health products. Mr Loo
was awarded the Friend
of Labour Award in
1980.
Mr Heng Chee How
Mr Pang Kim Hin
Director
Director
Heng Chee How,
1997, is also a member
of the Executive
Committee.
Pang Kim Hin, appointed as
Director in 1993, is also
Deputy Chairman of the
Audit Committee.
He is Deputy SecretaryGeneral of NTUC and
Director of the Economic
Development Board,
the Productivity &
Standards Board, the
Infocomm Development
Authority of Singapore,
and the Civil Aviation
Authority of Singapore.
He is Executive Chairman of
Hong Kong-based Mother
& Child Limited. He also
holds directorships in local
and overseas companies in
retailing, warehousing and
investment, including being
a non-Executive Director
of public listed Asian Micro
Holdings Ltd.
He was awarded the
Friend of Labour Award in
1980 and the Meritorious
Service Award in 1993.
Ms Nancy Teo
Geok Har
Mr Ong Ah Heng
Mr Ho Kah Leong
Director
Director
Nancy Teo Geok Har,
1995, is also a member
of
the
Executive
Committee.
Ong Ah
Heng,
in 1999, is also a
member of the Audit
Committee.
Ho
Kah
Leong,
in 1997, is also a
member of the Audit
Committee.
She is Chief Executive
Officer of the Singapore
Labour Foundation and a
Director of Pasir Ris
Resor t Pte Ltd, SLF
Leisure Enterprises (Pte)
Ltd, SLF Management
Services Pte Ltd, SLF
Properties Pte Ltd, SLF
Investments (Australia)
Pte Ltd and other private
companies and NTUC
co-operatives in the
property, leisure and
service industries. She is
also a Director of
VICOM Ltd.
Mr Ong is the Member
of Parliament for Nee
Soon Central. He is
also
Assistant
Secretary-General,
NTUC,
Director,
C o m m u n i t y
Development
Department
and
Executive Secretary
of the National
Transport Workers’
Union.
He is a
Director of Singapore
Post.
He was former Senior
Parliamentary
Secretary to the
Minister for the
Environment.
Currently, he serves as
Principal of the
Nanyang Academy of
Fine Arts and a
Director of SuperBowl
Holdings Ltd, G&W
Group Holdings Limited,
Nanyang Fine Arts
Foundation
Ltd,
Sculpture
Square
Foundation Ltd and
Parkway Healthcare
Foundation Ltd.
Director
He is a celebrated artist
in Singapore and the
President of Singapore
Arts Federation.
Destinations 19
Corporate Information ...>
Board Of Directors
Lim Jit Poh, Chairman
Goh Chee Wee ,
Group Managing Director / Chief Executive Officer
John Loo Say Lin
Wang Kai Yuen
Pang Kim Hin
Nancy Teo Geok Har
Heng Chee How
Ho Kah Leong
Ong Ah Heng
Company Secretary
Doreen Nah
Board Executive Committee
Goh Chee Wee
Wang Kai Yuen
Nancy Teo Geok Har
Heng Chee How
Audit Committee
John Loo Say Lin, Chairman
Pang Kim Hin, Deputy Chairman
Goh Chee Wee
Ho Kah Leong
Ong Ah Heng
Executive Remuneration Committee /
Share Option Administration Committee
John Loo Say Lin
Goh Chee Wee
Share Registrar
Barbinder & Co Pte Ltd
8 Cross Street #11-00
PWC Building
Singapore 048424
Auditors
PricewaterhouseCoopers
Certified Public Accountants
8 Cross Street
#11-00 PWC Building
Singapore 048424
Subsidiaries Not Audited by PricewaterhouseCoopers
Subsidiary Companies
Auditors
VICOM Ltd
KPMG
VICOM Assessment Centre Pte Ltd
KPMG
VICOM Nominee Investment Pte Ltd
KPMG
Suzhou Comfort Taxi Co., Ltd
Suzhou Dongwu CPA
Xiamen Comfort Taxi Co., Ltd
Xiamen Yong He Certified Public Accountants Co., Ltd
Zhengzhou Comfort Tour Bus Service Co., Ltd
Tian Yi Certified Public Accountants Co., Ltd
Suzhou Industrial Park Zhong Xing
Suzhou Dongwu CPA
Comfort Petrol Service Station Co., Ltd
Destinations 20
Comfort Group Structure ...>
TAXI OPERATION
100% Comfort Transportation Pte Ltd
100% Yellow - Top Cab Pte Ltd
VEHICLE INSPECTION, REPAIR,
MAINTENANCE & ACCESSORIES
100%
100%
73.61%
100%
20.27%
Comfort Automotive Services Pte Ltd
General Automotive Services Pte Ltd
VICOM Ltd*
Comfort Diesel Pte Ltd
Stamford Tyres Corporation Limited*
51% VICOM Assessment Centre Pte Ltd
100% VICOM Nominee Investment Pte Ltd
100% VICOM Inspection Centre Pte Ltd
VEHICLE DISTRIBUTION
74%
74%
99.99%
100%
Perocom Motors Pte Ltd
ComTrucks Pte Ltd
Barcelona Motors Pte Ltd
Eurocom Motors Pte Ltd
100% Sinamex Car Rental & Leasing Pte Ltd
LEARNER - DRIVER TRAINING
90% Comfort Driving Centre Pte Ltd
OTHER INVESTMENTS
100%
100%
100%
100%
5.32%
Comfort Courier Services Pte Ltd
Comfort Nominees Pte Ltd
Comfort Group Investments Pte Ltd
Comfort Properties Pte Ltd
Tye Soon Limited*
7.01% ST Mobile Data Pte Ltd
30% Boon Lay Executive Condominiums Pte Ltd
20.13% NCH (Tampines) Pte Ltd
REGIONAL NETWORK
100% Comfort (China) Pte Ltd
80% Comfort Myanmar Pte Ltd**
25% Trans-Island Limousine Service
Limited (Hong Kong)
BUSINESS DIVISIONS
Comfort Ads
Comfort CabLink
Sovereign Cab
Car-Aid
ComfortCharge
Comfort.com
20% SLF International Pte Ltd
70% Xiamen Comfort Taxi Co. Ltd
80% Zhengzhou Comfort Tour Bus Service
Co. Ltd
70% Suzhou Comfort Taxi Co. Ltd
90% Suzhou Industrial Park Zhong Xing
19.27% German Automobiles Pte Ltd
Core Business
Strategic Investments
Subsidiaries
Business Divisions
Associated Companies
* Listed on the Singapore Exchange Securities Trading Limited
** VICOM Ltd has a 20% shareholding in Comfort Myanmar Pte Ltd
Destinations 21
Directors of Comfort
Group of Companies ...>
Comfort Transportation Pte Ltd/
Yellow-Top Cab Pte Ltd
Lim Jit Poh (Chairman)
Goh Chee Wee (Deputy Chairman)
Nancy Teo Geok Har
Wang Kai Yuen
Heng Chee How
Yang Ban Seng (Executive Director)
Comfort Automotive Services Pte Ltd/
General Automotive Services Pte Ltd
Nancy Teo Geok Har
Wang Kai Yuen
Heng Chee How
Simon Soh Guan Bin (Executive Director)
VICOM Ltd
Goh Chee Wee (Deputy Chairman & CEO)
Heng Chye Kiou (Executive Director)
Ong Teong Wan
Cheong Yip Seng
Ong Chow Hong
Sim Cheok Lim
Nancy Teo Geok Har
VICOM Assessment Centre Pte Ltd
Goh Chee Wee (Chairman)
Tan Soon Heng
Vivien Chia
VICOM Nominee Investment Pte Ltd
VICOM Inspection Centre Pte Ltd
Eurocom Motors Pte Ltd
Peter Leong Kock Wah
Chong San Chew
Perocom Motors Pte Ltd/
ComTrucks Pte Ltd
Chong San Chew
Umar Bin Abdul Hamid
Ridzwan Bin Raihan
Barcelona Motors Pte Ltd
Chong San Chew
Vernon Khoo Tiam Hock
Sinamex Car Rental & Leasing Pte Ltd
Goh Chee Wee
Vernon Khoo Tiam Hock
Destinations 22
Comfort Driving Centre Pte Ltd
Huam Chak Khoon
Takaharu Matsumoto
Hiroto Matsunaga
(alternate Director to Takaharu Matsumoto)
Comfort Courier Services Pte Ltd
Chong San Chew
Yang Ban Seng
Comfort (China) Pte Ltd/
Comfort Properties Pte Ltd
Nancy Teo Geok Har
Wang Kai Yuen
Heng Chee How
Suzhou Comfort Taxi Co. Ltd
Ni Shi Qun (Deputy Chairman)
Chua Huat Hwee
Li Jin Hai
Suzhou Industrial Park Zhong Xing
Chua Huat Hwee (Chairman)
Zhang Cheng Lin (Vice Chairman)
Han Jian Qing
Xiamen Comfort Taxi Co. Ltd
Li Wei Zhao (Deputy Chairman)
Chua Huat Hwee
Zhang Shao Qi
Zhengzhou Comfort Tour Bus Service Co. Ltd
Wang Xin Yao (Vice Chairman)
Chua Huat Hwee
Li Wei
Comfort Nominees Pte Ltd
Comfort Group Investments Pte Ltd
Comfort Myanmar Pte Ltd
Heng Chye Kiou
Chong San Chew
(alternate Director to Goh Chee Wee)
Comfort Diesel Pte Ltd
Simon Soh Guan Bin
Yang Ban Seng
Corporate Governance ...>
Comfort Group Ltd is committed to complying with the Code of Corporate Governance issued by the
Corporate Governance Committee on 21 March 2001. Procedures and policies of the Group are developed
in accordance with best practices to protect the interests of its shareholders. In addition to compliance
with statutory and regulatory requirements, to enhance transparency and standards of accountability, the
Board has put in place various self-regulatory and monitoring mechanisms.
Board of Directors > The Board of Comfort Group Ltd comprises nine (9) members with extensive
government, trade union, corporate and industry experiences. Amongst the Board members, majority are
considered independent directors, representing more than one-third of the Board.Although the Chairman
of the Board had been nominated to the Board by a substantial shareholder, Singapore Labour Foundation
(SLF), the Board considered the Chairman of the Board to be independent as he is neither a Director nor
an executive of SLF, and has no other relationships or connections with SLF. He has the unfettered discretion
to make independent business judgements in the best interests of the Group.
The Board’s primary responsibilities are to establish policy guidelines, to review and approve the overall
direction of the Group and to ensure that the strategies undertaken lead to enhanced shareholder wealth.
The Board met 4 times during the financial year ended 31 March 2001.
The Board has established Committees which operate within defined terms of reference. Management
functions have been delegated to the Group Managing Director/Chief Executive Officer (GMD/CEO). The
delegation of authority by the Board to its Committees and GMD/CEO, enables the Board to achieve
operational efficiency by empowering these Committees and GMD/CEO to decide on matters within
certain limits of authority and yet maintain control over major policies and decisions.
Executive Committee > The Executive Committee (EXCO) is set up to provide greater responsiveness
in the Group’s decision-making process. Comprising the Chairman, GMD/CEO and 3 other directors, it
oversees the operations of the Group in accordance with the terms of reference established by the Board.
The five (5)-member EXCO, consisting of four (4) non-executive Directors, reviews and approves the
operating plans, budgets, capital expenditures of and investments undertaken by the Group. It provides
overall direction to the management, delegates discretionary powers to senior management and monitors
the financial performance of the Group’s operating companies. Where appropriate, it initiates special
reviews and actions for prudential management of the Group.
The EXCO also assumes the responsibility of making recommendations for the appointment of new
directors to the Board of its subsidiary companies.
The EXCO met 10 times during the financial year ended 31 March 2001.
Destinations 23
Corporate Governance ...>
Audit Committee > The Audit Committee comprises five (5) members, of whom, four(4) are nonexecutive directors. Two (2) of the non-executive Directors have extensive accounting and related financial
management experience. The Committee met four (4) times with the management, internal auditors and
the external auditors of the Company during the financial year ended 31 March 2001.
Its main functions are to review the annual audit plans and audit reports of external and internal auditors,
the financial and operating results and accounting policies of the Group, significant findings of internal
investigations, interested party transactions, the half-yearly and annual financial statements of the Company
and the Group including announcements to shareholders and the Singapore Exchange Securities Trading
Limited prior to their submission to the Board, and the nomination of the external auditors.
Executive Remuneration Committee/ Share Option Administration Committee > The Executive
Remuneration Committee comprises the Chairman of the Board, GMD/CEO and an independent Director.
Majority of the members have extensive experience in remuneration and human resource matters. It
meets regularly to review, oversee and recommend policies relating to senior management compensation
including executive staff remuneration packages and reward schemes, career development and advancement
of chief executive officers of the Group. The Executive Remuneration Committee meets at least twice a
year.
The Share Option Administration Committee constituted to administer The 2000 Comfort Share Option
Scheme, comprises the same three (3) members as the Executive Remuneration Committee. The Share
Option Administration Committee meets at least twice a year.
Internal Financial Controls > The Group has in place a system of internal financial controls to ensure
that assets are safeguarded, proper accounting records are maintained and financial information used
within the business and for publication is reliable. The controls include the documentation of key procedures
and rules relating to the delegation of authorities.
Performance Reporting > The Group has in place a formal planning and budget system that facilitates
its short and medium term business plans. This information is incorporated into the monthly management
and financial reports.Variances between actual performance and the plan are investigated as appropriate.
Securities Transactions > The Company has adopted an internal compliance code, which mirrors
substantially the provisions of the Best Practices Guide in the Listing Manual to provide guidance to its
Directors and officers in relation to the dealings in its securities.
Directors, principal officers and relevant officers who have access to price sensitive information are required
to report on their dealings in securities of the Company. They are reminded not to deal in the Company’s
securities during the periods commencing one month before the announcement of the Company’s annual
or half-year results and ending on the date of the announcement of the relevant results.
Destinations 24
Prime Movers ...>
Yang Ban Seng
Heng Chye Kiou
Simon Soh
Executive Director,
Comfort Transportation,
Yellow-Top Cab
Executive Director,
VICOM
Executive Director/General Manager,
General Automotive Services,
Comfort Automotive Services
Huam Chak Khoon
David Leng
Chua Huat Hwee
Steven Lam
General Manager,
Comfort Driving Centre
General Manager,
Eurocom, Perocom, Barcelona
Motors, ComTrucks
General Manager,
Comfort (China)
General Manager,
Comfort Courier Services
Comfort Group Ltd
Peter Leong
Chong San Chew
Doreen Nah
Group Financial
Controller
Group Corporate
Planning & Business
Development Manager
Group Legal
Manager cum
Company Secretary
Wong Soo Leong
Jacqueline Tham
Joan Chung
Group Internal
Audit Manager
Group Public
Relations Manager
Group Admin &
Human Resource
Manager
Destinations 25
. . . O p e r a t i o n s R ev i e w >
Destinations 26
Operations Review ...>
TAXI OPERATIONS
Comfort Transportation > Comfort Transportation, Singapore’s largest taxi company, turned in a
good performance in FY 00/01.This is despite a total capital expenditure amounting to $115.6 million, due
mainly to the extension of the CabLink satellite system to another 3,000 taxis over the next 6 months, the
roll-out of new automated roof-top signs and the replacement of scrapped taxis with bigger ones.
To partially offset the higher operating costs, as well as to better match the growing taxi demand and
supply, taxi fare structure was revised in June 2000. Flag-down fare remained the same while distancerelated fare was moderately revised upwards. The CBD surcharge hours was also revised to better bridge
the gap between peak hour demand and supply.
During the fiscal year, Comfort completed its ownership to rental scheme conversion exercise, bringing
the entire rental fleet size to 10,000 in November 2000. As part of its ongoing policy of providing greater
commuting comfort, 1,301 taxis were scrapped and replaced with the more spacious three-litre Toyota
Crowns.
In December 2000, taxi rental rates for both big and small taxis were revised whilst the Diesel Account
Scheme offered by Comfort Automotive Services was introduced as part of the Group’s policy to help our
drivers run their operations more cost effectively. A rental rebate of $230 per owner or hirer was also
paid out in July 2000, with high performing drivers receiving double the rebate. Comfort also gave out
$1.37 million in “No Claim Bonus” to its drivers and passed on $8.3 million worth of road tax rebates to
principal Comfort and Yellow-Top drivers.
During the year, Comfort Transportation continued to employ the latest technologies to enhance its
service and performance. A cashless payment system, which offers commuters the options of paying for
their trips by the Comfort Charge Card, major credit cards, debit cards and cashcards, was installed in all
new taxis.
A new automated taxi roof-top sign was also introduced to
enhance visibility of taxi status. This automated sign removes
the need for manual signs and stems out their possible abuse.
In February 2001, Comfort also brought in some 20 auto-door
taxis for greater commuter convenience. In April 2000, the
CabLink Audiotext Service was launched to provide commuters
quick access to essential information such as taxi surcharges.
As a testament to their excellent service delivery, Comfort
cabbies were re-appointed to chauffeur delegates of the Europe
Asia Forum in BMWs during a 4-day conference held in
Singapore.
Yellow-Top Cab > During the year, the entire fleet of Yellow-Top taxis was installed with the LED
rooftop display for easy viewing of taxi availability status. A total of 66 licences were converted from the
ownership scheme to the rental scheme. This brought the rental fleet size to 1,015.
The Sovereign and Deluxe fleets continued to make their mark on the corporate transfer scene, delighting
many a corporate client. Sovereign drivers Tommy Ong and Michael Tan did the company proud when they
clinched the Tourism Host (Transport) Award and first runner-up title respectively.
Destinations 27
Comfort CabLink > In the year under review, Comfort
CabLink experienced tremendous growth in telephone
bookings for taxis. To meet the increasing demand, a second
call centre became operational in July 2000. With the
expanded capacity provided by the $2.1 million centre,
Comfort commuters are now able to make bookings at a
much faster rate, during both peak and non-peak hours. In
the festive month of December 2000, CabLink achieved a
record-breaking 783,000 catered jobs. This is a substantial
improvement over the 546,530 catered jobs achieved in
the previous corresponding period. In FY 00/01, CabLink
achieved 8.1 million catered bookings, an increase of 45%
over the 5.6 million catered bookings in FY 99/00.
To further improve service level, Comfort Transportation invested $10 million to equip the remaining fleet
of 3,000 non-CabLink taxis with the new Mobile Data Terminals with effect from September 2001. Following
the complete installation of the terminals by year end, the company aims to achieve catered jobs of 40,000
per day by early 2002.
To provide greater payment options to our commuters, the cashless payment system was launched in
November 2000. As at 31 March 2001, 2,700 taxis have been equipped with the terminals and 7,000
drivers have been trained to use the system.The remaining 8,000 cashless payment systems will be rolled
out by end 2001.
In June 2000, CabLink Booking fees were re-instated to the 1998 pre-crisis booking rates. Comfort had
lowered the fees to help reduce the travelling expenses of Singaporeans during the financial crisis.
Comfort Bus > In September 2000, bus operations
began functioning as a separate business unit. It acquired
two 45-seater buses and replaced nine 11-seater buses
with six new 45-seaters and three new 19-seaters. It also
introduced a new livery for its entire fleet of buses and
started an employee-driver scheme in addition to its owner
and rental scheme.
Comfort Bus successfully penetrated the market for local
school bus transfers. In March 2001, it bought over a fleet
of buses from Chin Lin Bus Services (Pte) Ltd, one of the
biggest private bus operators. With this acquisition, it
added 32 buses to its fleet, bringing its total fleet size to
187.
Destinations 28
Comfort Ads > In FY 00/01, Comfort Ads, our taxi advertising
arm, continued to register strong growth, reflecting the increasing
recognition of taxi advertising as an effective medium. The number
of taxi-top advertisements stood at 5,400 units. Stronger margins
resulted from increased sales of taxi-body advertisements and
3-D Animation taxi-tops. The company garnered strong support
from the IT sector due to its versatility to showcase
advertisements for the technology sector. Key advertisers in FY
00/01 included CNBC, Samsung, Canon, SunPage, Nokia, M1,
Sharp, Pacific Internet, SingTel and Sun Microsystems.
During the year, Comfort Ads once again proved to be a top
choice for innovative taxi advertising. The CNBC roof-top
advertisement which emerged top in the third Comfort Ads
Cannes Creative Competition in March 2001 also garnered top
honours at the 2000 Asian Outdoor Advertising Awards in Hong
Kong. The advertisement will be showcased at the 48 th
International & Industry Festival 2001 in Cannes.
VEHICLE INSPECTION & ASSESSMENT
VICOM > In FY 00/01,VICOM continued to extend its network and services to reinforce its position
as Singapore’s leading vehicle inspection centre.
The contract from the Ministry of the Environment to conduct the Chassis Dynamometer Smoke Test
for diesel-driven vehicles secured in FY 99/00 had also contributed to the profitability of the company.
To make its services more accessible to Singaporeans,
the company opened two new inspection centres
during the year under review. VICOM (Yishun)
commenced operations in September 2000 while
VICOM (Kaki Bukit), which was acquired at a cost of
$23 million, commenced operations two months later.
The new centres will mean greater convenience for
car owners and foster growth in its vehicle inspection
business.
During the year, subsidiary VICOM Assessment Centre
consolidated its operations so that it is well geared
for future growth. Incorporated as an independent
assessment centre in 1996, the company has built a
successful track record in controlling repair costs.
Destinations 29
General Automotive Services > During the year under review, General
Automotive Services (GAS) which maintains 11,000 taxis commenced the supply
and installation of new air conditioners in the Group’s taxi fleets. It also started
taxi maintenance at its Senoko workshop and maintenance of Comfort buses
at its Ubi workshop. In FY 00/01, it successfully reduced taxi downtime by 8%
through productivity measures. Taxi accident turnaround time achieved a 13%
improvement while engine overhaul turnaround time achieved a 26%
improvement. GAS expects to reel in a higher yield from improved productivity
and greater machine sophistication.
Comfort Automotive Services > The company’s various business activities,
including the maintenance of private cars, repairs, diesel sale and sales of batteries,
tyres and accessories continued to bring in a good return.
To meet the growing demand from customers, two new workshops and three
new diesel-dispensing outlets were added to its network at strategic locations
in Singapore. As at 31 March 2001, the company operated five automotive workshops and six dieseldispensing outlets. To complement the growth in the vehicle maintenance and crash repair businesses, the
company launched the Car-Aid Plus Programme in the third quarter of FY 00/01. As at year end, the
programme, which offers unlimited towing services, has 8,000 members. Some 2,000 calls were received
from Car-Aid Plus members every month requesting assistance with car breakdown, towing and recovery.
In early 2001, the Enhanced Lubrication Service, a complete new oil change concept with the addition of
engine flush, fuel line cleaning and anti-bacteria air-condition
treatment was introduced to offer a wider range of services
and further enhanced the company’s competitive edge.
In the fiscal year, 2 new insurance companies, QBE Insurance
and The Hartford appointed CAS as their authorised workshop.
The monthly number of third party repairs and maintenance
undertaken rose from 1,500 to 3000 vehicles. More valueadded services were introduced in the year, including autotransmission repair, shock absorbers and spark plugs
replacement.
VEHICLE DISTRIBUTION
The Group’s vehicle distribution operation
comprises Barcelona Motors, which distributes
the SEAT range of cars; Perocom Motors, which
markets the Perodua marque; and ComTrucks,
which distributes Hicom trucks. In the year
under review, vehicle distribution registered
improved performance and was profitable.
Response to the new SEAT Toledo, a 4-door
salon and the MPV, SEAT Alhambra was keen.
Destinations 30
Other new models in the SEAT range including the Alhambra 1.8 20VT (Tiptronic), the Ibiza 1.6 (Manual),
the Leon 1.8T (Manual) and the Cordoba 1.6 (Auto) will be brought in for the new year.
For the current financial year, the Group foresees that the vehicle market will remain fiercely competitive
with the overall reduction in the COE quota and the newly-implemented Open Bid System. Faced with
this challenging operating environment, the Group intends to intensify its marketing initiatives to increase
the visibility of the marques for better performance. In addition, the SEAT marque will capitalise on the
reputation of reliable German engineering. Prudent COE bidding will ensure that pricing remains competitive.
OTHER INVESTMENTS
Comfort Driving Centre > FY 00/01 was
an eventful year for Comfort Driving Centre
(CDC). The company celebrated its 5 th
Anniversary and posted a set of significantly
improved results. Contributing to the strong
showing is the successful launch of the Class 2 &
Class 2A motorcycle curricula as well as
substantial growth in Class 3 motorcar training.
As part of its expansion plan, CDC acquired 44
units of Toyota Solunas and 8 units of the higher capacity Yamaha 750cc bikes to cater to the increasing
demand.
In a bid to enhance operational efficiency through the use of Information Technology, the company
implemented the Resource Management System to integrate the booking of circuit and practical lessons.
A sophisticated Resource Scheduling System was also implemented to monitor resource utilisation and
cope with the increasingly complex operational demands of the expanding business.
In FY 00/01, CDC continued to be recognised by several government institutions as a supportive employer.
It was the proud recipient of several awards including the NSMen Employer Awards from the Singapore
Armed Forces and the Ministry of Home Affairs. This is the second consecutive year CDC has been
awarded these awards.
Comfort Courier Services > Comfort Courier
Services experienced rapid growth in its first year of
operations. The company currently undertakes an average
of 500 runs a day, an impressive rate for a new start-up.
During the year, the company launched an interactive website
to enable on-line job booking and delivery status tracking
by customers. The company also entered into an ecommerce tie-up with major corporate customers to
integrate the entire distribution chain, from suppliers to
customers on-line, through e-commerce. These successful
efforts have sharpened the company’s competitive edge as
well as increased sales and service levels.
Destinations 31
OVERSEAS INVESTMENTS
China > Comfort (China) had an
activity-filled year. During the year,
Suzhou Comfort Automotive Services
Centre and the Suzhou Industrial Park
Zhong Xing Comfort Petrol Service
Station became fully operational while
our Suzhou office was appointed as the
sole authorised service centre for Toyota
vehicles in Suzhou.The commencement
of full-scale operations by the Suzhou
Workshop and Petrol Kiosk will
contribute to revenue growth in the
current financial year.
In line with the Group’s strategy to expand its China operations
and become a regional land transport specialist, the Group
acquired a 19.27% stake in German Automobiles Pte Ltd (GA),
which is involved in the wholesale of motor vehicles and agency
services for BMWs and other makes of vehicles in China. China
National Auto An Hua (Tianjin) International Trade Co. Ltd, a
joint venture company of GA, has also secured the rights from
Hertz International Ltd to operate the renting and leasing of
vehicles in Beijing, Shanghai, Guangzhou, Xiamen and Tianjin.
Preparations are underway to commence the operation of this
business.
Hong Kong > The Group acquired a 25%
equity interest in Trans-Island Limousine
Service Limited, a leading Hong Kong
transport company which operates the
airport limousine services and coach services
between Hong Kong and China.
Destinations 32
Human Resource Development > While the Group continues to enhance and develop its technical
and operational capabilities, it also recognises that its people are its greatest asset. Developing a quality
workforce through progressive human resource policies and continuous staff training are our core areas of
emphasis.
The Group is committed to providing Critical Enabling Skills Training (“CREST”) Modules introduced by
the Singapore Productivity and Standards Board as part of its core training for its workforce.This training
initiative seeks to transform the workforce to continuously adapt to change, learn new skills and meet the
challenges of the knowledge-based economy. In addition, the Group has launched the Skills Redevelopment
Programme for Taxi Services Industry to train taxi drivers on good driving habits and upgrade their driving
skills. It also introduced an on-line Vocational Licence Training to provide would be drivers with a more
convenient way of obtaining taxi vocational licences.
In the year under review, the Group was duly rewarded for its efforts in human resource development.
Subsidiaries Comfort Transportation,Yellow-Top Cab, GAS, CAS and CDC were awarded the People Developer
Award, a quality standard that gives recognition to organisations which invest in their people and have a
comprehensive system for developing their staff.
Apart from promoting life-long training, the Group also lent support to family-friendly policies in the
workplace. For this, Comfort Transportation was one of nine organisations to be awarded the Family
Friendly Firm Award by the Singapore National Employers’ Federation and jointly endorsed by the Ministry
of Community Development and Sports, Ministry of Manpower, and NTUC. It has also signed on to the
Family Life Ambassador’s programme and is committed to imparting family life skills to working adults.
Social Responsibilities > As a responsible corporate citizen, Comfort is ever mindful of the need to
share our success with others in the community. In FY 00/01, it contributed $700,000 towards various
welfare intiatives that benefited the disabled, aged, and the needy.
The year saw a 5-fold increase in the number of trips made under the Handicare Cab Scheme, with an
average of 500 trips made a month. Each year, Comfort sets aside $100,000 to fund this dedicated transport
scheme for the handicapped.
To foster community spirit, Comfort continued to support the Boys Brigade Sharity Gift Box project for
the fourth consecutive year. Apart from providing 250 free taxi trips to help the Boys Brigade transport
gifts to the homes of the needy, Comfort also donated $15,000 to 30 welfare agencies.
During the year, Comfort co-sponsored the Anti-Drink Drive Campaign with the Traffic Police to promote
taxis as the safer alternative to getting home after drinks. In the same year, Comfort Ads was named for
the second time,“Friends of the Arts” by the National Arts Council for its ongoing support of the local arts
scene.
On the occasion of VICOM’s 20th Anniversary, VICOM donated a total of $40,000 to Man Fut Tong Old
People’s Home and the Spastics Children’s Association of Singapore.VICOM also donated a sum of $25,000
towards the building of a road safety park in East Coast in the year.
Destinations 33
Calendar of Events ...>
Apr 2000 >
Comfort Transportation invested $1 million in the Skills Redevelopment Programme
to retrain all 20,000 Comfort taxi drivers.
CabLink Audiotext Service was launched to provide commuters quick access to a
one-stop user-friendly infoline that provides information such as taxi surcharges.
For the second year running, Comfort cabbies were appointed to chauffeur delegates
of the Europe Asia Forum in BMWs during a 4-day conference held in Singapore.
Comfort introduced a smart taxi meter which automatically computes all time and
date-based surcharges. An itemised receipt can be printed out.
Comfort saw a 5-fold increase in the demand for Handicare Cab service, a dedicated
service for the handicapped community.
Comfort Courier Services was established to undertake despatch services in
Singapore.
e-Comfort booking was launched to allow commuters to book a cab via the internet
using a WAP-enabled handphone.
June 2000 >
Taxi fare for both Comfort and Yellow-Top cabs was revised to better match taxi
demand and supply.
Comfort Automotive Services started operating diesel sales at Bukit Batok.
July 2000 >
Comfort CabLink opened a larger second call centre at a cost $2.1 million.The two
call centres has the capacity to handle a total of 7,000 calls per hour.
$2.36 million of rental rebates were distributed to deserving Comfort and YellowTop drivers.
VICOM Ltd acquired AA Inspection Centre Pte Ltd at Kaki Bukit.
Sept 2000 >
Comfort (China) acquired a 19.27% stake in German Automobiles Pte Ltd which
distributes BMW and other marques in China.
Suzhou Comfort Automotive Services Centre and Suzhou Industrial Park Zhong
Xing Comfort Petrol Service Station were officially opened.
Suzhou Comfort Taxi Co, Ltd was appointed as the authorised service centre for
Toyota vehicles in Suzhou.
VICOM (Yishun) commenced operations, offering a comprehensive range of services
for vehicle owners, including the renewal of road tax and purchase of insurance.
Comfort Automotive Services and General Automotive Services received the People
Developer Award given by the Singapore Productivity and Standards Board.
Comfort Transportation was one of nine companies to receive the Family Friendly
Firm Award handed out by the Singapore National Employers Federation.
Destinations 34
Calendar of Events ...>
Oct 2000 >
Comfort Automotive Services opened a workshop at Ubi to further expand its
private car repairs and diesel dispensing businesses.
Nov 2000 >
Comfort Transportation unveiled its new logo and taxi livery to mark its 30th
anniversary. The new taxis are fitted with Light Emitting Diode (LED) taxi rooftop
displays, smart taxi meters, receipt printers and cashless payment terminals.
Comfort Transportation donated two mini buses to NTUC Eldercare in conjunction
with its 30th anniversary celebrations. These mini buses will be used to ferry the
elderly for rehabilitation exercises.
Comfort Transportation provided free taxi rides to commuters during certain periods
on every Saturday in appreciation of their support over the past 30 years.
Comfort Automotive Services opened a fifth workshop, at Senoko, to provide private
car repair, maintenance and diesel pump service.
Comfort Automotive Services introduced Car-Aid Plus, a 24-hour vehicle roadside
recovery and unlimited towing service.
Sovereign driver Tommy Ong clinched the Tourism Host (Transport) award at the
annual Singapore Tourism Board awards.
Dec 2000 >
Comfort Transportation organised a Superstar Concert opened to staff, taxi drivers
and the public in celebration of its 30th Anniversary. It also made a $100,000 donation
to the Community Chest.
Comfort Transportation’s taxi operators celebrated Operators’ Day with Deputy
Prime Minister, BG Lee Hsien Loong.
Comfort Transportation launched its on-line taxi vocational licence training for the
convenience of cabbies.
General Automotive Services started taxi maintenance services at its Senoko
workshop to serve cabbies living in the north.
Jan 2001 >
Comfort Driving Centre was awarded the People Developer Award.
Feb 2001 >
General Automotive Services extended maintenance service to Comfort buses at
its Ubi workshop.
Mar 2001 >
Comfort Group acquired a 25% equity interest in a leading transport company in
Hong Kong,Trans-Island Limousine Service Limited.
Comfort invested $95 million to replace 1,301 smaller taxis with newer and bigger
3-litre Toyota Crowns.
Comfort Bus bought over a fleet of 32 buses from Chin Lin Bus Services (Pte) Ltd,
with an accompanying contract worth $3 million.
Destinations 35
Group Financial Highlights ...>
Year Ended Year Ended
Mar 01
Mar 00
$’000
$’000
Turnover
1st Half
2nd Half
Total
Change
$’000
Change
%
199,102
215,546
414,648
172,631
186,191 *
358,822 *
26,471
29,355
55,826
15.3
15.8
15.6
40,512
38,128
78,640
33,940
27,989
61,929
6,572
10,139
16,711
19.4
36.2
27.0
Share of Results of Associates
1st Half
2nd Half
Total
633
646
1,279
585
551
1,136
48
95
143
8.2
17.2
12.6
Dividend, Interest & Other Income
1st Half
2nd Half
Total
1,574
3,839
5,413
1,786
1,598
3,384
(212)
2,241
2,029
(11.9)
140.2
60.0
Profit Before Taxation
1st Half
2nd Half
Total
41,145
38,774
79,919
34,525
28,540
63,065
6,620
10,234
16,854
19.2
35.9
26.7
Profit Attributable to Members of the Company
1st Half
2nd Half
Total
30,080
28,979
59,059
29,839
21,124
50,963
241
7,855
8,096
0.8
37.2
15.9
Shareholders’ Funds
Fixed Assets
Other Long-Term Assets
Current Assets
Current Liabilities
Long-Term Liabilities
Minority Interests
418,038
510,885
37,094
134,859
178,239
73,247
13,314
385,696
460,145
28,149
142,057 *
156,158 *
74,946
13,551
32,342
50,740
8,945
(7,198)
22,081
(1,699)
(237)
8.4
11.0
31.8
(5.1)
14.1
(2.3)
(1.7)
Financial Ratios
Earnings After Tax & MI But Before
Extraordinary Item Per Share (S cents)
7.36
5.59 #
1.77
31.7
Earnings After Tax, MI & Extraordinary
Item Per Share (S cents)
Net Tangible Assets Per Share (S $)
7.36
0.51
6.35#
0.47#
1.01
0.04
15.9
8.5
Operating Profit (Before Associates’ Results)
1st Half
2nd Half
Total
MI = Minority Interests
* Figures have been reclassified to conform with the current financial year’s presentation
# Figures have been adjusted for the effect of the bonus issue
Destinations 36
Five-Year Financial Summary ...>
Year Ended Year Ended Year Ended Year Ended Year Ended
Mar 97
Mar 98
Mar 99
Mar 00
Mar 01
$’000
$’000
$’000
$’000
$’000
Turnover
228,066
278,890
323,321
358,822
414,648
Profit Before Tax
47,373
33,916
36,073
63,065
79,919
Profit After Tax And Minority Interests
32,930
18,485
20,038
44,816
59,059
5,911
4,926
4,926
11,954
13,629
300,730
388,551
446,701
460,145
510,885
Associated Companies
8,369
20,894
9,704
11,541
19,010
Other Investments
9,844
12,821
11,246
7,892
9,815
Net Final Dividends
Group Balance Sheet
Fixed Assets
Other Long-Term Assets
9,713
9,982
9,559
8,716
Current Assets
111,158
90,855
89,339
142,057*
134,859
8,269
Current Liabilities
(72,625)
(92,489)
(102,443)
(156,158)*
(178,239)
Long-Term Liabilities
(39,923)
(87,937)
(105,092)
(74,946)
(73,247)
327,266
342,677
359,014
399,247
431,352
133,133
133,134
133,134
133,710
200,581
Share Premium
93,593
93,597
93,597
94,023
27,170
Non-distributable Reserves
10,351
10,661
10,615
10,383
8,206
Retained Profits
79,933
93,488
108,593
147,580
182,081
317,010
330,880
345,939
385,696
418,038
Minority Interests
9,946
11,797
13,075
13,551
13,314
Deferred Income
310
-
-
-
-
327,266
342,677
359,014
399,247
431,352
4.12
2.31
2.51
5.59
7.36
Represented by :
Issued Share Capital
Shareholders’ Fund
Financial Ratios
Earnings After Tax & MI But Before
Extraordinary Item Per Share (S cents)**
Earnings After Tax, MI & After
Extraordinary Item Per Share (S cents)**
4.12
2.31
2.51
6.35
7.36
Gross Final Dividend Per Share (S cents)**
1.00
0.83
0.83
2.00
3.50
Net Tangible Assets Per Share (S $)**
0.39
0.40
0.42
0.47
0.51
10.83
5.71
5.92
12.25
14.70
Return On Average Shareholders’ Funds (%)
MI = Minority Interests
*
Figures have been reclassified to conform with the current financial year’s presentation
** The figures up to year ended 31 March 2000 have been adjusted for the effect of the bonus issue
Destinations 37
Five-Year Key
Performance Indicators ...>
Business Operation
Turnover (S$’000)
Year ended March
2001
2000
0
1999
The higher turnover was the result of operating a
larger taxi fleet, conversion from smaller to larger
taxis, higher revenue from advertising media and expansion
in private vehicle maintenance, repair business and sale
of diesel to the drivers.
1997
1998
414,648
358,822
323,321
278,890
228,066
Operating Profit Before
Depreciation & Interest &
Property Provision (S$’000)
Year ended March
2001
2000
0
1997
1998
91,310
1999
The increased business activities of the core business,
cost containment measures taken and contribution from
new businesses have contributed to the higher operating
profit in the year under review.
179,337
155,255
136,454
109,498
Profit Before Tax (S$’000)
Year ended March
Destinations 38
79,919
63,065
2001
2000
0
36,073
33,916
1998
1999
47,373
1997
Profit before tax improved significantly to $80 million
and was the result of better performance by taxi
operation,diesel sales, private vehicle maintenance and
crash repairs. The turnaround of the car distribution
business and the write back of provision for a property
development project also contributed to the increase in
profit before tax. Two-thirds of the profit increase of
$16.3 million between FY 99/00 and FY 00/01 was
contributed by the non taxi operations.
Five-Year Key
Shareholders’ funds (S$’000)
Year ended March
Financial Strength
418,038
The strong performance in FY 00/01 had resulted in a
significant increase in shareholders’ funds even after
distributing slightly more than 35% of its profit after
tax and minority interest as dividend to shareholders.
330,880
317,010
345,939
385,696
2001
2000
1999
1998
1997
0
Earnings after Tax and Minority
Interests but before Extraordinary
Items per share (S Cents)
Shareholders’ Wealth
Year ended March
Each Comfort Group Ltd ordinary share (“Comfort
Share”) generated an earnings of 7.36 cents. This is
substantially higher than that achieved in FY 99/00 of
5.59 cents after adjusting for the effects of the bonus
issue.
7.36
5.59
4.12
2.31 2.51
2001
2000
1999
1998
1997
0
Return
On
Average
Shareholders’ Fund (%)
The strong performance had resulted in a high return on
shareholders’ investment in the business of the Group.
Shareholders’ investment is represented by the Group
Shareholders’ Funds. The return on average
shareholders’ funds for FY 00/01 rose to 14.7% against
12.25% recorded in FY 99/00.
Year ended March
14.70
12.25
10.83
5.71
5.92
2001
2000
1998
1999
1997
0
Destinations 39
Five-Year Key
Net Tangible Assets Value Per Share
(S Cents)
39
40
1998
The reinvesting of a substantial portion of the earnings
in the business has strengthened the asset backing of
each Comfort Share. At the end of FY 00/01 each
Comfort Share is backed by 51 cents worth of tangible
assets. This is an improvement by 4 cents over that of
FY 99/00.
1997
Year ended March
42
51
47
2001
2000
1999
0
Dividend Payment on the par
value of 25 cents per ordinary
share (S Cents)
Year ended March
3.50
2.00
2001
2000
1999
0
0.83 0.83
1998
1.00
1997
Dividend is one of the tangible return on investment
shareholders can expect to receive. In FY 00/01, the
Directors have declared as a policy that each year about
30% of the Group’s profit after tax and minority interest
would be distributed as dividend. A final dividend of 2.25
cents per share had been declared for FY 00/01.The
total gross dividend payment for FY 00/01 amounted to
3.50 cents per share.
The dividend payment for the previous years had been
adjusted for the effect of the bonus issue.
Dividend Yield per ordinary
share (%)
Year ended March
78.50
3.50
2001
2000
1999
1998
0
6.03%
62.00 57.50 58.00
31.50 1.34%
3.48%
1.27% 2.63%
1.00 .0.83 0.83 2.00
1997
The dividend yield for the earlier years was low as a
large portion of the profit had been retained for the
expansion of business. The higher dividend payment in
recent years has contributed to the progressive increase
in dividend yield.
Closing Share price the day after announcement of final results
Gross Div per share
Div Yield
Destinations 40
Share Price Movement ...>
Comfort Daily Closing Share Price, Volume and 20-Day Moving Average
Price S$
Volume ‘000
0.7
9000
3 April 2000 to 31 May 2001
Low: S$0.44
High: S$0.62
Ave. Vol: 435,484
0.6
8000
Comfort
7000
20 Day MA
0.5
6000
0.4
5000
0.3
4000
3000
0.2
2000
Volume
0.1
1000
0. 0
0
A
M
J
J
A
S
O
N
D
2000
J
F
M
A
M
2001
Relative Performance of Comfort Weekly Share Price Movement Against
DBS 50, STI & MSCI (S’pore)
140
Comfort
120
100
DBS 50 Index
ST Index
MSCI (S’pore)
80
60
40
3 April 2000 to 31May 2001
3 Apr 00 31 May 01
$0.610
$0.495
Comfort
1,675
2,072
ST Index
547
659
DBS 50 Index
955
1,248
MSCI (S’pore)
20
0
A
2000
M
J
J
A
S
O
N
D
Change
23.23%
-19.16%
-17.00%
-23.48%
J
2001
F
M
A
M
Note: Share prices have been adjusted for the effects of the bonus issue.
Destinations 41
Industry Outlook ...>
Destinations 42
Destinations 43
Destinations 44
...> ...>
Financial
Statements
Industry Outlook
FINANCIAL CALENDAR
FINANCIAL YEAR ENDED 31 MARCH 2001
Announcement of Half-Year Results
Announcement of Full-Year Results
Annual General Meeting
Books Closure Dates
10 November 2000
17 May 2001
22 August 2001
4 September 2001 5 September 2001
Payment of FY 00/01 Interim Dividend
Proposed Payment of FY 00/01 Final Dividend
FINANCIAL YEAR ENDING 31 MARCH 2002
Proposed Announcement of
Half-Year Results
Proposed Announcement of
Full-Year Results
22 December 2000
21 September 2001
November 2001
May 2002
Contents >
46
59
60
61
62
64
65
66
68
104
106
Directors’ Report
Statement by Directors
Auditors’ Report
Income Statements
Balance Sheets
Consolidated Statement of Changes in Equity
Statement of Changes in Equity-Company
Consolidated Cash Flow Statement
Notes to the Financial Statements
Shareholding Statistics
Notice of Annual General Meeting
Proxy Form
Destinations 45
>> Directors’ Report for the financial year ended 31 March 2001
The directors present their report to the members together with the audited financial statements of the Company and of
the Group for the financial year ended 31 March 2001.
Directors
The directors of the Company at the date of this report are:
Lim Jit Poh
Goh Chee Wee
Wang Kai Yuen
John Loo Say Lin
Pang Kim Hin
Ong Ah Heng
Heng Chee How
Nancy Teo Geok Har
Ho Kah Leong
Principal activities
The principal activities of the Company are those of a management and investment holding company. The principal
activities of its subsidiaries are set out in note 22 to the financial statements. There have been no significant changes in
the nature of these activities during the financial year.
Results for the financial year
The consolidated profit after tax attributable to the members of the Company for the financial year was $59,059,000. The
Company made a profit after tax for the financial year of $19,827,000.
Material transfers to or from reserves and provisions
Material transfers to and from reserves and movements in provisions are set out in the statement of changes in equity,
consolidated statement of changes in equity and notes to the financial statements.
Acquisition and disposal of subsidiaries
There were no acquisitions or disposals of interests in subsidiaries during the financial year.
Destinations 46
Issue of shares and debentures
(a)
During the financial year, the Company increased its authorised ordinary share capital from $200,000,000 to
$250,000,000 by the creation of 200,000,000 new ordinary shares of $0.25 each.
(b)
During the financial year, the Company increased its issued ordinary share capital from $133,710,346 to
$200,580,519 as a result of:
(i)
the issue of 267,420,692 bonus shares of $0.25 each on the basis of one new ordinary share of $0.25 each
credited as fully paid for every two existing ordinary shares of $0.25 each by way of the capitalisation of an
amount of $66,855,173 from the share premium account.
(ii)
the issue of 60,000 fully paid ordinary shares of $0.25 each at $0.29 per share upon the exercise of options
granted under the Comfort Executives’ Share Option Scheme.
The newly issued shares rank pari passu in all respects with the previously issued shares.
(c)
There were no issue of shares or debentures by any other corporation in the Group during the financial year.
Arrangements to enable directors to acquire shares or debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object
was to enable the directors of the Company to acquire benefits by means of an acquisition of shares or debentures in the
Company or any other body corporate, other than as disclosed under “Share Options” below.
Destinations 47
Directors’ interests in shares or debentures
(a)
According to the register of directors’ shareholdings, the interests of the directors holding office at the end of the
financial year in the share capital of the Company and related companies were as follows:
Holdings registered in name
of director or nominees
At
At
31.3.2001
1.4.2000
Holdings in which a director
is deemed to have an interest
At
At
31.3.2001
1.4.2000
Comfort Group Ltd
Ordinary shares of $0.25 each
Lim Jit Poh
Goh Chee Wee
Wang Kai Yuen
John Loo Say Lin
Pang Kim Hin
Ong Ah Heng
Heng Chee How
Nancy Teo Geok Har
Ho Kah Leong
97,500
843,000
97,500
97,500
97,500
22,500
-
65,000
562,000
65,000
65,000
65,000
15,000
-
250,000
-
-
30,000
20,000
20,000
-
30,000
20,000
20,000
-
-
-
VICOM Ltd
Ordinary shares of $0.25 each
Lim Jit Poh
Goh Chee Wee
Wang Kai Yuen
John Loo Say Lin
Pang Kim Hin
Ong Ah Heng
Heng Chee How
Nancy Teo Geok Har
Ho Kah Leong
Destinations 48
Directors’ interests in shares or debentures (continued)
(b)
According to the register of directors’ shareholdings, the interests of the directors holding office at the end of the
financial year in options to subscribe for ordinary shares of the Company granted pursuant to the Comfort Executives’
Option Scheme and The 2000 Scheme were as follows:
Options to subscribe
for ordinary shares of
$0.25 each at
Comfort Executives’
Option Scheme
Goh Chee Wee
No. of unissued
ordinary shares of $0.25
each under option held by director
At
At
31.3.2001
1.4.2000
$0.585 per share*
$0.575 per share*
225,000*
225,000*
$0.553 per share
$0.510 per share
60,000
60,000
-
Goh Chee Wee
$0.553 per share
$0.510 per share
250,000
250,000
-
Wang Kai Yuen
$0.553 per share
$0.510 per share
40,000
40,000
-
John Loo Say Lin
$0.553 per share
$0.510 per share
45,000
45,000
-
Pang Kim Hin
$0.553 per share
$0.510 per share
40,000
40,000
-
Ong Ah Heng
$0.553 per share
$0.510 per share
40,000
40,000
-
Heng Chee How
$0.553 per share
$0.510 per share
40,000
40,000
-
Nancy Teo Geok Har
$0.553 per share
$0.510 per share
40,000
40,000
-
Ho Kah Leong
$0.553 per share
$0.510 per share
40,000
40,000
-
The 2000 Scheme
Lim Jit Poh
150,000
-
Destinations 49
Directors’ interests in shares or debentures (continued)
* The number of unissued shares under option and their respective exercise prices at the end of the financial year
have been adjusted as a result of the issue of bonus shares on the basis of one new ordinary share of $0.25 each for
every two existing ordinary shares of $0.25 each in September 2000.
(c)
The directors’ interests in the share capital of the Company and of related companies as at 21 April 2001 were the
same as at 31 March 2001.
Dividends
Dividends paid, declared and proposed since the end of the Company’s preceding financial year are as follows:
$
(a)
In respect of the financial year ended 31 March 2000
- a first and final dividend of 1.75 cents per ordinary share, net of tax
at 25.5%, was paid on 3 October 2000 as proposed in the Directors’
Report for that financial year
- a special dividend of 1.25 cents per ordinary share, net of tax at 25.5%,
was paid on 3 October 2000 as proposed in the Directors’ Report for
that financial year
6,972,995
4,980,710
11,953,705
(b)
In respect of the financial year ended 31 March 2001
- an interim dividend of 1.25 cents per ordinary share, net of tax at 25.5%,
was paid on 22 December 2000
- a final dividend of 2.25 cents per ordinary share, net of tax at 24.5%, is
proposed by the directors
7,471,628
13,629,446
21,101,074
Bad and doubtful debts
Before the financial statements of the Company were made out, the directors took reasonable steps to ascertain the action
taken in relation to the writing off of bad debts and providing for doubtful debts of the Company, and have satisfied
themselves that all known bad debts of the Company have been written off and that adequate provision has been made for
doubtful debts.
At the date of this report, the directors are not aware of any circumstances which would render any amounts written off
for bad debts or provided for doubtful debts in the Group inadequate to any substantial extent.
Destinations 50
Current assets
Before the financial statements of the Company were made out, the directors took reasonable steps to ascertain that
current assets which were unlikely to realise their book values in the ordinary course of business have been written down
to their estimated realisable values or that adequate provision has been made for the diminution in the value of such
current assets.
At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report, which
would render the values attributed to current assets in the consolidated financial statements misleading.
Charges on assets and contingent liabilities
At the date of this report, no charges have arisen since the end of the financial year on the assets of the Company or any
corporation in the Group which secure the liability of any other person, nor have any contingent liability arisen since the
end of the financial year in the Company or any other corporation in the Group.
Ability to meet obligations
No contingent or other liability of the Company or any other corporation in the Group has become enforceable or is likely
to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the
directors, will or may substantially affect the ability of the Company and the Group to meet their obligations as and when
they fall due.
Other items affecting the financial statements
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the
consolidated financial statements which would render any amount stated in the financial statements of the Company and
the consolidated financial statements of the Group misleading.
Unusual items
In the opinion of the directors, the results of the operations of the Company and of the Group during the financial year have
not been substantially affected by any item, transaction or event of a material and unusual nature.
Unusual items after the financial year
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval
between the end of the financial year and the date of this report which would affect substantially the results of the
operations of the Company and of the Group for the financial year in which this report is made.
Destinations 51
Directors’ contractual benefits
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than as
disclosed in the consolidated financial statements and in this report) by reason of a contract made by the Company or a
related corporation with the director or with a firm of which he is a member or with a company in which he has a
substantial financial interest.
Share options
(a)
Comfort Executives’ Share Option Scheme (“Comfort Executives’ Option Scheme”)
The Comfort Executives’ Option Scheme in respect of unissued ordinary shares of $0.25 each in the Company was
approved by the members of the Company at an Extraordinary General Meeting held on 26 September 1994.
The principal terms of the Comfort Executives’ Option Scheme were set out in the Directors’ Report for the
financial year ended 31 March 1995.
In July 2000, options were granted to 48 executives of the Group for the exercise of 2,314,000 unissued ordinary
shares of $0.25 each in the Company at an exercise price of $0.862 per ordinary share pursuant to the Comfort
Executives’ Option Scheme.
Statutory information regarding the options granted in July 2000 is as follows:
(i)
The date of expiration of the options granted in July 2000 is 6 July 2005, unless any such option has ceased by
reason of Clause 4 of the Comfort Executives’ Option Scheme relating to death, termination of employment or
bankruptcy of the grantee.
(ii)
The options may be exercised only after the first anniversary of the date of the grant of option.
(iii)
The persons to whom the options have been granted have no right to participate, by virtue of the options, in
any other share issue of any other company.
Destinations 52
Share options (continued)
As at the end of the financial year, details and the number of unissued ordinary shares of $0.25 each of the Company
under options under the Comfort Executives’ Option Scheme were as follows:
Exercise
price per
share
Number of
Number of
Number of
Number of
Number of
options
options granted options exercised Adjustments options cancelled
options
outstanding
during the
during the
arising from
during the
outstanding
at 1.4.2000
financial year
financial year
bonus issue
financial year
at 31.3.2001
$0.900
1,484,000
-
-
742,000
$0.753
1,592,000
-
-
796,000
$0.290
70,000
-
$0.585
2,306,000
-
-
1,153,000
(204,000)
3,255,000
$0.575
-
2,314,000
-
1,157,000
(30,000)
3,441,000
5,452,000
2,314,000
3,883,000
(264,000)
11,325,000
(60,000)
(60,000)
35,000
(30,000)
-
2,226,000
2,358,000
45,000
Exercise period
11 June 1997 to
10 June 2001
19 June 1998 to
18 June 2002
18 June 1999 to
17 June 2003
20 July 2000 to
19 July 2004
7 July 2001 to
6 July 2005
The number of unissued shares under option and their respective exercise prices at the end of the financial year have
been adjusted as a result of the issue of bonus shares on the basis of one ordinary share of $0.25 each for every two
existing ordinary shares of $0.25 each.
The Comfort Executives’ Option Scheme was terminated on 7 September 2000 with the implementation of
The 2000 Comfort Share Option Scheme on 6 September 2000.
(b)
The 2000 Comfort Share Option Scheme (“The 2000 Scheme”)
The 2000 Scheme in respect of unissued ordinary shares of $0.25 each in the Company was approved by the
members of the Company at an Extraordinary General Meeting held on 6 September 2000.
Options granted pursuant to The 2000 Scheme during the financial year were as follows:
(i)
In November 2000, 3,336,000 unissued ordinary shares of $0.25 each in the Company at an exercise price of
$0.553 per ordinary share; and
(ii)
In March 2001, 3,430,000 unissued ordinary shares of $0.25 each in the Company at an exercise price of $0.510
per ordinary share.
Destinations 53
Statutory information regarding options granted during the financial year pursuant to The 2000 Scheme is as follows:
(i)
The dates of expiration of options as defined in the circular dated 4 August 2000 are 10 years after the relevant
offer date for Executive Options, and 5 years after the relevant offer date for Non-Executive Options, unless
such option has ceased by reason of Clause 11 of the Rules of The 2000 Scheme relating to death, termination
of employment, misconduct or bankruptcy of the grantee.
(ii)
the options may be exercised only after the first anniversary of the relevant offer dates of the options.
(iii)
the persons to whom the options have been granted may also be eligible for participation in any other share
option scheme implemented by any subsidiary or associated company of the Company (as the case may be), at
the absolute discretion of the committee administering The 2000 Scheme.
As at the end of the financial year, details of the unissued ordinary shares of $0.25 each of the Company under
options granted pursuant to The 2000 Scheme were as follows:
Exercise price
per share
Number of
options granted
during the
financial year
Number of
options
outstanding
at 31.3.2001
$0.553
345,000
$0.553
2,991,000
$0.510
345,000
-
345,000
$0.510
3,085,000
-
3,085,000
6,766,000
(c)
Number of
options cancelled
during the
financial year
(40,000)
(40,000)
345,000
2,951,000
Exercise period
13 November 2001 to
12 November 2005
13 November 2001 to
12 November 2010
29 March 2002 to
28 March 2006
29 March 2002 to
28 March 2011
6,726,000
VICOM Executives’ Share Option Scheme (“VICOM Share Option Scheme”)
The VICOM Share Option Scheme in respect of unissued ordinary shares of $0.25 each in VICOM Ltd was approved
by members of VICOM Ltd at an Extraordinary General Meeting held on 20 August 1996.
During the financial year, options were granted pursuant to the VICOM Share Option Scheme in respect of 399,000
unissued ordinary shares of $0.25 each in VICOM Ltd (hereinafter called the “2000 VICOM Share Options”) at an
exercise price of $0.4767 per ordinary share to 9 executives of VICOM Ltd. The persons to whom the VICOM Share
Options have been granted have no right to participate, by virtue of the options, in any other share issue of any other
company.
Destinations 54
(c)
VICOM Executives’ Share Option Scheme (“VICOM Share Option Scheme”) (continued)
As at the end of the financial year, unissued ordinary shares of $0.25 each of VICOM Ltd under options were as
follows:
Number of ordinary
shares under option
Exercise price
per share
14,000
376,000
399,000
$0.673
$0.995
$0.4767
1997 Options
1999 Options
2000 Options
Exercise period
30 May 1998 to 29 May 2002
14 July 2000 to 13 July 2004
9 June 2001 to 8 June 2005
789,000
(d)
Other information required by the Singapore Exchange
Pursuant to Clause 947 (Practice Note No. 9H) of the Listing Manual of the Singapore Exchange, in addition to
information disclosed elsewhere in the report, it is reported that during the financial year:
(i)
The Committee administering the share option schemes comprises the following directors:
Lim Jit Poh
John Loo Say Lin
Goh Chee Wee
(ii)
The details of options granted to the directors of the Company under The Comfort Executives’ Option Scheme
and The 2000 Scheme are as follows:
Aggregate
options granted
since
commencement
of scheme to
31.3.2000
Options
granted
during the
financial
year
Aggregate
options
granted since
commencement
of scheme to
31.3.2001
$0.290
$0.585
150,000
150,000
*75,000
150,000
225,000
150,000
-
225,000
$0.575
-
*225,000
225,000
-
225,000
Exercise
price
Aggregate
options exercised
since
Aggregate
commencement
options
of scheme
outstanding
to 31.3.2001
at 31.3.2001
Exercise period
Comfort
Executives’
Option
Scheme
Goh Chee Wee
20 July 2000 to
19 July 2004
7 July 2001 to
6 July 2005
Destinations 55
(d)
Other information required by the Singapore Exchange (continued)
Exercise
price
Aggregate
options granted
since
commencement
of scheme to
31.3.2000
Options
granted
during the
financial
year
Aggregate
options
granted since
commencement
of scheme to
31.3.2001
Aggregate
options exercised
since
Aggregate
commencement
options
of scheme
outstanding
to 31.3.2001
at 31.3.2001
Exercise period
The 2000
Scheme
Lim Jit Poh
$0.553
-
60,000
60,000
-
60,000
$0.510
-
60,000
60,000
-
60,000
$0.553
-
250,000
250,000
-
250,000
$0.510
-
250,000
250,000
-
250,000
$0.553
-
40,000
40,000
-
40,000
$0.510
-
40,000
40,000
-
40,000
John Loo Say Lin $0.553
-
45,000
45,000
-
45,000
$0.510
-
45,000
45,000
-
45,000
$0.553
-
40,000
40,000
-
40,000
$0.510
-
40,000
40,000
-
40,000
$0.553
-
40,000
40,000
-
40,000
$0.510
-
40,000
40,000
-
40,000
Heng Chee How $0.553
-
40,000
40,000
-
40,000
$0.510
-
40,000
40,000
-
40,000
Goh Chee Wee
Wang Kai Yuen
Pang Kim Hin
Ong Ah Heng
Destinations 56
13 November 2001 to
12 November 2005
29 March 2002 to
28 March 2006
13 November 2001 to
12 November 2010
29 March 2002 to
28 March 2011
13 November 2001 to
12 November 2005
29 March 2002 to
28 March 2006
13 November 2001 to
12 November 2005
29 March 2002 to
28 March 2006
13 November 2001 to
12 November 2005
29 March 2002 to
28 March 2006
13 November 2001 to
12 November 2005
29 March 2002 to
28 March 2006
13 November 2001 to
12 November 2005
29 March 2002 to
28 March 2006
(d)
Other information required by the Singapore Exchange (continued)
Exercise
price
Aggregate
options granted
since
commencement
of scheme to
31.3.2000
Options
granted
during the
financial
year
Aggregate
options
granted since
commencement
of scheme to
31.3.2001
Aggregate
options exercised
since
Aggregate
commencement
options
of scheme
outstanding
to 31.3.2001
at 31.3.2001
Exercise period
The 2000
Scheme
Nancy Teo
Geok Har
Ho Kah Leong
*
$0.553
-
40,000
40,000
-
40,000
$0.510
-
40,000
40,000
-
40,000
$0.553
-
40,000
40,000
-
40,000
$0.510
-
40,000
40,000
-
40,000
13 November 2001 to
12 November 2005
29 March 2002 to
28 March 2006
13 November 2001 to
12 November 2005
29 March 2002 to
28 March 2006
Includes options granted as a result of the adjustment for the issue of bonus shares on the basis of one new ordinary share of $0.25 each
for every two existing ordinary shares of $0.25 each.
(iii)
No options have been granted to controlling shareholders or their associates, parent group employees, and no
employee has received 5% or more of the total options available under the scheme.
(iv)
No options have been granted at a discount to the market price of shares of the Company.
Audit Committee
The members of the Audit Committee at the date of this report are:
John Loo Say Lin
Pang Kim Hin
Goh Chee Wee
Ong Ah Heng
Ho Kah Leong
(Chairman)
(Deputy Chairman)
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act, including a review
of the financial statements of the Company and of the Group for the financial year and the auditors’ report thereon. The
nature and extent of the functions performed by the Audit Committee are further described in the Annual Report under the
heading “Corporate Governance”.
The Audit Committee has nominated PricewaterhouseCoopers for re-appointment as auditors of the Company at the
forthcoming Annual General Meeting.
Destinations 57
Auditors
The auditors, PricewaterhouseCoopers have expressed their willingness to accept re-appointment.
On behalf of the directors
___________________________
LIM JIT POH
Director
17 May 2001
Destinations 58
____________________________
GOH CHEE WEE
Director
>> Statement by Directors
In the opinion of the directors, the financial statements set out on pages 61 to 103 are drawn up so as to give a true and fair
view of the state of affairs of the Company and of the Group at 31 March 2001 and of the results of the business and
changes in equity of the Company and of the Group and the cash flows of the Group 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 as and
when they fall due.
On behalf of the directors
___________________________
LIM JIT POH
Director
____________________________
GOH CHEE WEE
Director
17 May 2001
Destinations 59
>> Auditors’ Report to the Members of Comfort Group Ltd
We have audited the financial statements of Comfort Group Ltd and the consolidated financial statements of the Group for
the financial year ended 31 March 2001 set out on pages 61 to 103.These financial statements are the responsibility of the
Company’s directors. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and
perform our audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion,
(a)
(b)
the accompanying financial statements of the Company and consolidated financial statements of the Group are
properly drawn up in accordance with the provisions of the Singapore Companies Act (“Act”) and Singapore Statements
of Accounting Standard and so as to give a true and fair view of:
(i)
the state of affairs of the Company and of the Group at 31 March 2001, the profit and changes in equity of the
Company and of the Group, and the cash flows of the Group for the financial year ended on that date; and
(ii)
the other matters required by section 201 of the Act to be dealt with in the financial statements of the
Company and the consolidated financial statements of the Group; and
the accounting and other records, and the registers required by the Act to be kept by the Company and by those
subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the
provisions of the Act.
We have considered the financial statements and auditors’ reports of the subsidiaries of which we have not acted as
auditors, being financial statements included in the consolidated financial statements. The names of these subsidiaries are
stated in note 22 to the financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements
of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated
financial statements and we have received satisfactory information and explanations as required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and in respect of
subsidiaries incorporated in Singapore did not include any comment made under section 207(3) of the Act.
PricewaterhouseCoopers
Certified Public Accountants
Singapore, 17 May 2001
Destinations 60
>> Income Statements for the financial year ended 31 March 2001
Notes
Turnover
Other operating income
3
Changes in inventories
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
414,648
12,870
358,822
11,601
34,338
13
9,257
5
(2,320)
-
-
(56,766)
370
(41,484)
-
-
(101,700)
(47,625)
(93,333)
(37,954)
(123)
(3,038)
(101)
(2,736)
Insurance expense
(18,088)
(21,683)
(26)
(11)
Road and diesel tax expense
(69,712)
(74,333)
-
-
External repair and service expenses
Drivers’ incentives and benefits
(12,791)
(6,944)
(9,391)
(6,157)
-
-
Other operating expenses
(36,625)
(21,846)
(4,157)
(1,372)
5,042
Purchases
Depreciation and amortisation expenses
Staff costs
4
Operating profit
6
77,637
61,922
27,007
Finance income
Finance costs
7
8
2,302
(1,299)
1,728
(1,721)
1,430
(1,064)
1,279
1,136
-
-
79,919
63,065
27,373
5,419
(19,382)
60,537
(17,051)
46,014
(7,546)
19,827
(1,403)
4,016
Share of results of associates
Profit before tax
Tax
Profit from ordinary activities
9
958
(581)
Minority interest
(1,478)
(1,198)
-
-
Profit before extraordinary items
59,059
44,816
19,827
4,016
-
6,147
-
5,300
59,059
50,963
19,827
9,316
7.36
7.36
5.59 cents
5.59 cents
Basic
7.36
6.35 cents
Diluted
7.36
6.35 cents
Extraordinary items
10
Profit attributable to the shareholders
of the Company
Earnings per ordinary share
before extraordinary items
11
Basic
Diluted
Earnings per ordinary share
after extraordinary items
11
The accompanying notes form an integral part of these financial statements
Auditors’ Report - Page 60.
Destinations 61
>> Balance Sheets as at 31 March 2001
Notes
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
Current assets
Cash and cash equivalents
Receivables
Other assets
Term loans receivable
Inventories
Short-term investments
12
13
14
15
16
17
49,296
41,610
2,554
566
6,447
34,386
134,859
61,691
42,109
1,266
220
6,077
30,694
142,057
12,246
53,831
121
66,198
26,976
38,994
184
66,154
Non-current assets
Receivables
Other assets
Taxi licences
Preliminary expenses
Long-term investments
Investments in associates
Investments in subsidiaries
Property, plant and equipment
13
14
15
18
19
20
21
22
23
23
233
7,696
317
9,815
19,010
510,885
547,979
682,838
51
31
545
7,878
211
7,892
11,541
460,145
488,294
630,351
61,744
1,298
18,994
130,558
472
213,066
279,264
48,549
3,042
10,366
130,558
326
192,841
258,995
24
9
25
26
27
108,086
13,268
19,894
23,362
13,629
178,239
83,559
14,127
12,000
34,518
11,954
156,158
1,904
342
10,000
13,629
25,875
1,273
119
11,954
13,346
Total assets
Current liabilities
Payables
Taxation
Provision
Bank borrowings
Dividends payable
Destinations 62
>> Balance Sheets as at 31 March 2001
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
Total liabilities
24,500
48,747
73,247
251,486
4
23,794
10,500
40,648
74,946
231,104
25,000
7
25,007
50,882
16,000
11
16,011
29,357
Net assets
431,352
399,247
228,382
229,638
200,581
27,170
8,206
182,081
418,038
13,314
133,710
94,023
10,383
147,580
385,696
13,551
200,581
27,170
631
228,382
-
133,710
94,023
1,905
229,638
-
431,352
399,247
228,382
229,638
Notes
Non-current liabilities
Payables
Provision
Unsecured notes
Deferred taxation
Share capital and reserves
Share capital
Share premium
Non-distributable reserves
Retained earnings
Interests of shareholders of the Company
Minority interests
24
25
28
9
29
30
31
Destinations 63
>> Consolidated Statement of Changes in Equity
for the financial year ended 31 March 2001
Notes
Balance at 1 April 2000
Currency translation differences
Net gains not recognised
in income statement
Net profit for the financial year
Total recognised gains and
losses for the financial year
Transfer from retained profits to
other non-distributable
reserves
Dividend for 2001
Issue of shares
Bonus issue of shares
Goodwill on acquisition of
businesses set-off against
reserves arising on acquisition
Balance at 31 March 2001
31
Share
capital
Share
Non-distributable Retained
premium
reserves
earnings
Total
$’000
$’000
$’000
$’000
$’000
133,710
-
94,023
-
10,383
445
147,580
-
385,696
445
-
-
445
-
59,059
445
59,059
-
-
445
59,059
59,504
(1)
(21,101)
-
(21,101)
18
-
3
(66,856)
1
-
31
27
29
29,30
15
66,856
31
200,581
27,170
(2,623)
8,206
(3,456)
182,081
(6,079)
418,038
Balance at 1 April 1999
Currency translation difference
31
Net gain not recognised
in income statement
Total recognised gains and
losses for the financial year
Transfer from retained profits
31
Dividend for 2000
27
Issue of shares
29,30
133,134
-
93,597
-
10,615
70
108,593
-
345,939
70
-
-
70
-
50,963
70
50,963
576
426
70
3
-
50,963
(3)
(11,973)
-
51,033
(11,973)
1,002
Goodwill on acquisition of a
subsidiary set-off against
reserves arising on acquisition
31
-
-
(297)
-
(297)
Capital reserve on consolidation
arising from partial disposal of
a subsidiary
31
-
-
(8)
-
(8)
133,710
94,023
Destinations 64
10,383
147,580
385,696
>> Statement of Changes in Equity - Company
for the financial year ended 31 March 2001
Notes
Share
capital
Share
premium
Retained
earnings
Total
$’000
$’000
$’000
$’000
133,710
-
94,023
-
1,905
19,827
229,638
19,827
27
-
-
19,827
(21,101)
19,827
(21,101)
29,30
29,30
15
66,856
3
(66,856)
200,581
Total recognised gains
for the financial year
Dividend for 2000
Total recognised gains
for the financial year
Dividend for 2001
Issue of shares
Issue of shares
-
18
-
27,170
631
228,382
133,134
-
93,597
-
4,562
9,316
231,293
9,316
27
-
-
9,316
(11,973)
9,316
(11,973)
29,30
576
426
-
1,002
133,710
94,023
1,905
229,638
Destinations 65
>> Consolidated Cash Flow Statement for the financial year ended 31 March 2001
Note
Cash flows from operating activities
Profit before tax and share of results of associates
Adjustments for:
Depreciation and amortisation
Interest income
Interest expense
Provision for diminution in value of long-term investments
Provision/(write back of provision) for diminution
in value of short-term investments
Net profit on disposal of short-term investments
Net loss on disposal of property, plant and equipment
Exchange difference on consolidation
Dividend income
Provision for insurance premium and excess payable
Operating cash flow before working capital changes
Changes in working capital, net of effects from purchase of controlled entity:
Inventories
Receivables
Vehicle loans
Payables
Cash generated from operations
Income tax paid
Premium and excess paid
Net cash from operating activities
Cash flows from investing activities
Payment for purchase of businesses
Payment for purchase of subsidiary, net of cash acquired
Proceeds from disposals of property, plant and equipment
Proceeds from disposals of long term investments
Proceeds from disposals of short term investments
Payment for purchase of property, plant and equipment
Payment for purchase of long term investments
Payment for purchase of short term investments
Payment for purchase of investment in associate
Payment for purchase of taxi licences
Preliminary expenses incurred
(Increase in)/repayment of term loans receivable
Dividend received from associated company
Repayment of shareholders loan by an associate
Interest received
Dividends received from quoted and unquoted investments
Repayment of shareholders loan to an investee company
Net cash outflow from investing activities
Destinations 66
2001
2000
$’000
$’000
78,640
61,929
101,700
(2,302)
1,299
1,734
93,333
(1,641)
1,721
629
900
(752)
2,689
96
(163)
16,318
200,159
(703)
(261)
1,744
(194)
(52)
19,583
176,088
(370)
(730)
4,441
203,500
(11,780)
(32,218)
159,502
3,893
4,347
152
10,975
195,455
(6,722)
(15,584)
173,149
(11,650)
2,047
176
18,385
(129,392)
(4,795)
(22,225)
(9,284)
(278)
(216)
(34)
225
300
2,302
163
894
(147)
4,106
8,155
2,580
(111,768)
(22)
(23,887)
(198)
(36)
596
225
1,641
52
-
(153,382)
(118,703)
>> Consolidated Cash Flow Statement for the financial year ended 31 March 2001
Note
2001
2000
$’000
$’000
Cash flows from financing activities
Net proceeds from issue of shares of the Company
Net proceeds from issue of shares to minority shareholders
Proceeds from repayment of loans to employees
Repayment of loan to a minority shareholder of a subsidiary
Proceeds from unsecured notes
(Increase in)/repayment of unsecured notes
Repayments of bank term loans
Dividend paid to shareholders of Comfort Group Ltd
Dividend paid to minority shareholders
Interest paid
Net cash outflow from financing activities
18
(13)
14,000
(11,090)
(19,425)
(640)
(1,299)
(18,449)
1,003
366
184
(101)
(9,750)
(1,369)
(4,946)
(717)
(1,721)
(17,051)
Net (decrease)/increase in cash and cash equivalents held
Cash and cash equivalents at the beginning of the financial year
(12,329)
61,625
37,395
24,230
49,296
61,625
Cash and cash equivalents at the end of the financial year
12
Notes:
During the financial year the Group acquired the following businesses:
(a)
On 31 October 2000, a subsidiary of the Company, VICOM Ltd acquired a business involving the purchase of a
vehicle inspection centre for a cash consideration of $23,000,000; and
(b)
On 16 March 2001, a subsidiary of the Company, Comfort Transportation Pte Ltd acquired a business engaged in the
operation of minibuses and other kinds of motor vehicles for a cash consideration of $3,050,000.
Details of the acquisitions were as follows:
Fair value of identifiable net assets acquired:
Goodwill on acquisition
Cash consideration
Cash payment made up to
the end of the financial year
Balance payable at the end of the
financial year disclosed
under “ Payables” (note 24)
Acquisition of vehicle
inspection centre
Acquisition of
operations of minibuses
and other motor vehicles
$’000
$’000
$’000
18,305
4,695
23,000
2,634
416
3,050
20,939
5,111
26,050
Total
11,650
14,400
Destinations 67
>> Notes to the Financial Statements for the financial year ended 31 March 2001
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1.
General
Comfort Group Limited is domiciled and incorporated in Singapore and is listed on the Singapore Exchange. The
financial statements are expressed in Singapore dollars. The address of its registered office is
383 Sin Ming Drive
Singapore 575717
The principal activities of the Company are those of a management and investment holding company. The principal
activities of its subsidiaries are set out in note 22 to the financial statements.
2.
Significant accounting policies
(a)
Basis of preparation
The financial statements are prepared in accordance with and comply with Singapore Statements of Accounting
Standard. The financial statements are prepared under the historical cost convention.
(b)
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and all its subsidiaries
made up to the end of the financial year. The results of subsidiaries acquired or disposed of during the
financial year are included in or excluded from the consolidated income statement from the date of their
acquisition or disposal. Intercompany balances and transactions and resulting unrealised profits are eliminated
in full on consolidation. Unrealised losses resulting from intercompany transactions are also eliminated unless
cost cannot be recovered.
(c)
Foreign currencies
Transactions in foreign currencies during the financial year are converted to Singapore dollars at the rates of
exchange prevailing on the transaction dates. Foreign currency monetary assets and liabilities are translated
into Singapore dollars at the rates of exchange prevailing at the balance sheet date. Exchange differences arising
are taken to the income statement.
For the purpose of consolidation of the foreign subsidiaries whose operations are not an integral part of the
Company’s operations, the balance sheets are translated into Singapore dollars at the exchange rates prevailing
at the balance sheet date, and the results are translated using the average monthly exchange rates.The exchange
differences arising on translation of foreign subsidiaries, and the Group’s share of exchange differences arising
from the translation of foreign associates, are taken directly to the foreign currency translation difference
account. On disposal, these translation differences are recognised in the consolidated income statement as part
of the gain or loss on sale.
Destinations 68
2.
Significant accounting policies (continued)
(d)
Revenue recognition
Revenue from rental of taxis and ancillary services is recognised on an accrual basis.
Revenue from vehicle servicing, inspection and assessment services is recognised when the service is rendered.
Revenue from the sale of goods is recognised upon delivery to customers.
Roof-top advertising income is recognised on an accrual basis.
Dividend income is recorded gross in the income statements in the accounting period in which a dividend is
declared payable by the investee company or, in the case of subsidiaries, in respect of which it is proposed.
Interest income is accrued on a day to day basis.
(e)
Taxation
Tax expense is determined on the basis of tax effect accounting using the liability method. Deferred taxation is
provided on significant timing differences arising from the different treatments in accounting and taxation of
relevant items.
In accounting for timing differences, deferred tax assets are not recognised unless there is reasonable expectation
of their realisation.
(f)
For the purposes of the cash flow statement, cash and cash equivalents comprise cash at bank and on hand and
fixed deposits with financial institutions, net of bank overdrafts.
(g)
Trade debtors
Trade debtors are carried at anticipated realisable value.
Bad debts are written off and specific provisions are made for those debts considered to be doubtful. General
provisions are made on balance of trade debtors to cover unexpected losses which have not been specifically
identified.
Destinations 69
2.
(h)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on an actual cost basis
for cars and the weighted average basis for vehicle spare parts, accessories and other inventories, and includes
all costs in bringing the inventories to their present location and condition. Net realisable value is the price at
which the inventories can be realised in the normal course of business after allowing for the costs of realisation
and, where appropriate, the cost of conversion from their existing state to a finished condition.
Work-in-progress on repair, servicing and maintenance contracts are valued at cost, and comprise mainly material
costs.
Provision is made where necessary for obsolete, slow-moving and defective inventories.
(i)
Investments
(i)
Long-term quoted and unquoted investments, including investment in subsidiaries and associates that are
intended to be held for the long term, are stated at cost less provision. This provision is made in recognition
of a diminution in the value of investments which is other than temporary, determined on an individual
investment basis. Cost is determined on the weighted average method. Profits or losses on disposal of
investments are taken to the income statements.
Transferable corporate club memberships are stated at cost less amounts amortised on a straight-line
basis over the period of the membership.
(ii)
Short-term quoted and unquoted investments are those investments which are acquired with a view to
resell for gain. Any such investments held at the financial year end are stated at cost for unquoted equity
investments and the lower of cost and market value determined on an aggregate basis for quoted
investments. Cost is determined using the weighted average method while market value is determined
using the last done prices at year end. Profits or losses on disposal of investments are taken to the
income statements.
(j)
Taxi licences
Taxi licences are stated at cost less amounts amortised on a straight line basis over a period of twenty years.
Provision is made where necessary for any permanent impairment in the carrying value of taxi licences.
In the previous years, taxi licences were amortised on a straight line basis over a period of thirty years. The
revision in the method is considered more appropriate to the nature of the business and has resulted in an
additional amortisation charge of $153,426 for the current financial year.
Destinations 70
2.
(k)
Preliminary expenses are stated at cost less amounts amortised on a straight line basis over a period of three
to five years from the date of commencement of operations.
(l)
Associates
The Group treats as associates those companies in which the Group has a long term equity interest of between
20 and 50 percent and over whose financial and operating policy decisions it has significant influence.
Associates are accounted for under the equity method whereby the Group’s share of profits less losses of
associates is included in the consolidated income statement and the Group’s share of net assets is included in
the consolidated balance sheet. These amounts are taken from the most recent audited financial statements of
the companies concerned, made up to dates not more than three months prior to the end of the financial year
of the Group. For those companies whose audited accounts are not available, the results are obtained from the
management accounts. Where the accounting policies of associates do not conform with those of the Group,
adjustments are made where the amounts involved are considered significant to the Group.
The financial year end of the associated company, Stamford Tyres Corporation Limited (“STCL”), is 30 April and
its audited results have not been released to its members and the Singapore Exchange. It is therefore inappropriate
for the Group to release price-sensitive information of STCL in advance of its release by STCL. The Group has
obtained approval from the Singapore Exchange to equity account the results of STCL from 1 November 1999
to 31 October 2000 in the consolidated financial statements, using the audited results for the year ended 30
April 2000 and the unaudited results for the six months ended 31 October 2000.
(m) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation.
When the carrying amount of an asset is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount.
(n)
Depreciation of property, plant and equipment
Leasehold land is amortised evenly over their remaining lease terms of between 42 and 47 years from their
dates of acquisition. Leasehold buildings are amortised over a period of 15 to 55.5 years from their dates of
acquisition or upon completion of construction.
Depreciation of taxis is calculated on a straight line basis to write off their costs over their estimated useful
lives of 80 months from the date of registration.
Depreciation of minibuses is calculated on a straight line basis to write off their costs over their estimated
useful lives of 10 years.
Destinations 71
2.
(n)
Depreciation of property, plant and equipment (continued)
In previous years, depreciation on minibuses was calculated using the reducing balance basis to write off the
cost of minibuses over their estimated useful life of 10 years. The revision in the method is considered more
appropriate to the nature of the business and has resulted in a reduction in the depreciation charge by $112,949
for the current financial year.
Depreciation of other property, plant and equipment is calculated on a straight line basis to write off their costs
over their estimated useful lives of between 3 and 10 years.
(o)
Accounting for leases
A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially
all the risks and benefits incidental to the ownership of the leased assets, and operating leases under which the
lessor effectively retains substantially all such risks and benefits.
Finance leases and assets on hire purchase are capitalised at the estimated present value of the underlying lease
payments. Each lease or hire purchase payment is allocated between the liability and finance charges so as to
achieve a constant rate of finance charge on the outstanding liability. The lease or hire purchase payments, net
of finance charges, are included in borrowings. The interest elements of the lease or hire purchase payments are
charged to the income statements over the lease period. Plant and equipment acquired under finance lease or
hire purchase contracts are depreciated over the useful life of the asset.
Operating lease payments are charged to the income statements on a straight line basis over the period of the
lease.
(p)
Capital reserves and goodwill
Capital reserve on consolidation represents the excess of the fair value of the identifiable net assets of subsidiaries
and associates, when acquired, over the fair value of the consideration given. Goodwill represents the excess of
the fair value of the consideration given over the fair value of the identifiable net assets of subsidiaries and
associates when acquired. Goodwill is set off against shareholders’ funds.
(q)
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate of the amount of the obligation can be made.
The Group recognises the estimated liability on vehicle insurance premium and excess payable at the balance
sheet date. This provision is calculated based on the history of claims.
Destinations 72
3.
Turnover
Sale of goods
Services rendered
Roof-top advertising income
Management fee
Dividend income [note 3(a)]
(a)
The Company
2001
2000
$’000
$’000
$’000
$’000
43,964
363,507
7,014
163
28,475
325,581
4,714
52
5,165
29,173
4,431
4,826
414,648
358,822
34,338
9,257
163
-
35
17
2,229
304
26,640
-
1,762
304
2,760
-
163
52
29,173
4,826
Dividend income comprises
Quoted equity investment in subsidiaries
Quoted equity investment in associates
Quoted equity investments – others
Unquoted equity investments in subsidiaries
Other unquoted investments
4.
The Group
2001
2000
Staff costs
The Group
2001
2000
$’000
$’000
Wages and salaries
Employer’s contribution to Central Provident Fund
The Company
2001
2000
$’000
$’000
42,791
4,834
35,038
2,916
2,794
244
2,575
161
47,625
37,954
3,038
2,736
1,509
233
1,221
134
24
-
25
-
1,742
1,355
24
25
Number of persons employed at the end
of the financial year:
Full time
Part time
Destinations 73
5.
6.
Remuneration bands of directors of the Company
2001
$’000
2000
$’000
Number of directors of the Company in remuneration bands
$500,000 and above
$250,000 to $499,999
Below $250,000
1
8
1
10
Total
9
11
Operating profit
The Group
2001
2000
$’000
$’000
The Company
2001
2000
$’000
$’000
Operating profit is arrived at after:
Charging:
Auditors’ remuneration
- Auditors of the Company
- Other auditors
Fees for non-audit services rendered by
- Auditors of the Company
Loss on disposal of property, plant and equipment
Depreciation of property, plant and equipment
- Leasehold properties and kiosks
- Rental taxis and minibuses
- Furniture, fittings, vehicles and other equipment
Amortisation
- Club memberships
- Preliminary expenses
- Taxi licenses
Directors’ remuneration
- Directors of the Company
- Other directors of subsidiaries
Provision for vehicle insurance premium and excess
Bad trade debts written off
Provision for doubtful hire-purchase debtors
Provision for doubtful trade debts
Provision for slow-moving and obsolete inventories
Provision for diminution in value of quoted
short-term equity investments
long-term equity investments
Destinations 74
172
42
175
35
38
-
27
-
82
2,689
41
1,744
5
9
-
3,575
86,001
11,483
2,432
80,355
10,030
116
101
68
113
460
52
166
298
7
-
-
1,599
599
16,318
75
2,014
21
1,061
488
19,583
6
322
1,236
1,555
1,393
-
961
-
900
-
-
-
1,760
-
1,760
-
6.
Operating profit (continued)
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
-
629
-
-
2,890
49,525
15
2,084
32,249
656
311
-
311
-
319
147
103
-
-
-
752
2,196
261
1,430
-
-
-
703
-
-
26
-
-
-
168
-
-
-
Operating profit is arrived at after:
Charging:
Provision for diminution in value of
unquoted long-term equity investments
warrants to subscribe for equity shares
Net foreign exchange loss
Rental expense (operating leases)
Cost of inventories recognised as an expense
And crediting:
Bad trade debts recovered
Net foreign exchange gain
Profit on disposal of short
term quoted equity investments
Rental income (operating leases)
Write back of provision for quoted
short-term equity investments
Write back of provision for unquoted
long-term equity investments
Write back of provision for doubtful
hire purchase debts
7.
Finance income
Interest income
- Vehicle loans
- Corporate bonds
- Deposits with financial institutions
- Term loans receivable
- Hire purchase debtors
- Loan to an investee company
- Advances to subsidiaries
- Others
The Group
2001
2000
$’000
$’000
The Company
2001
2000
$’000
$’000
2
884
1,233
12
45
79
47
7
515
943
37
83
87
56
290
1,135
5
292
663
3
2,302
1,728
1,430
958
Destinations 75
8.
Finance costs
Interest expense
- Bank overdrafts
- Bank term loans
- Trust receipts
- Loan from minority shareholder
- Hire purchase
- Unsecured floating rate notes
9.
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
216
17
2
1,064
1
1,120
2
15
2
581
1,064
581
1,299
1,721
1,064
581
Tax
(a)
Tax expense
The Group
2001
2000
$’000
$’000
Tax expense attributable to
profit is made up of:
Current income tax provision
Singapore
Foreign
Transfer to/(from) provision for
deferred tax
Share of tax of associates
Adjustment to deferred tax balances
due to change in income tax rate
from 25.5% to 24.5%
Underprovision of current tax liability
in prior financial year
10,772
100
10,872
12,696
55
12,751
9,452
362
4,021
279
The Company
2001
2000
$’000
$’000
7,501
7,501
1,403
1,403
(4)
-
-
-
-
-
49
-
49
-
19,382
17,051
7,546
1,403
(1,353)
The income tax expense on the profit of the Company for the financial year is higher than the amount of
income tax determined by applying the Singapore income tax rate of 24.5% (2000: 25.5%) to profit before
taxation due mainly to certain expenses which are not allowable for tax purposes.
Destinations 76
9.
Tax (continued)
(b)
Movements in provision for current tax
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
Balance at the beginning of the financial year
14,127
8,098
119
Income tax paid
Current financial year’s tax expense on profit
Underprovision in prior financial years
(11,780)
10,872
49
(6,722)
12,751
-
13,268
14,127
55,200
(6,136)
49,064
(317)
Balance at the end of the financial year
(c)
(7,327)
7,501
49
$’000
(175)
(1,110)
1,404
-
342
119
50,279
(9,248)
41,031
7
7
11
11
(383)
-
-
Composition of deferred tax
Provision for deferred tax comprises the
estimated tax expense at current tax rates
on the following items:
Difference in depreciation of property, plant
and equipment for accounting and income
tax purposes
On other timing differences
Less: Unutilised capital allowances available
for set-off against future taxable profits
(d)
48,747
40,648
7
11
Movement for the financial year
40,648
8,099
36,627
4,021
11
(4)
11
-
48,747
40,648
7
11
Movements in provision for deferred tax
At 31 March 2001, the Group has unabsorbed tax losses and capital allowances amounting to approximately
$8,766,000 (2000: $11,040,000) available for offsetting against future taxable income subject to the provisions
of tax legislation. Unabsorbed capital allowances amounting to approximately $1,294,000 (2000: $1,501,000)
have been taken into consideration in arriving at the deferred tax liability for the Group.
Destinations 77
10.
Extraordinary items
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
-
542
-
620
-
4,680
925
-
4,680
-
-
6,147
-
5,300
Profit on disposal of quoted investment
in a subsidiaries
Profit on disposal of long-term
quoted equity investment
Share of extraordinary item of an associate
11.
Earnings per share
The calculation of weighted average number of ordinary shares in issue for diluted earnings per share is arrived at as
follows:
The Group
2001
2000
$’000
$’000
Profit after tax and minority interest but
before extraordinary items attributable to shareholders
59,059
44,816
Profit after tax, minority interest and extraordinary
items attributable to shareholders
59,059
50,963
2001
2000
’000
’000
802,277
21
802,262
35
802,298
802,297
Weighted average number of ordinary shares
in issue for the calculation of basic earnings per share
Adjustment for assumed conversion of share options
Weighted average number of ordinary shares in issue
for the calculation of diluted earnings per share
Destinations 78
11.
Earnings per share (continued)
(a)
The calculation of earnings per ordinary share before extraordinary items is based on the Group’s profit after
tax and minority interest but before extraordinary items divided by the weighted average number of ordinary
shares in issue during the financial year.
The calculation of earnings per ordinary share after extraordinary items is based on the Group’s profit after tax,
minority interest and extraordinary items divided by the weighted average number of ordinary shares in issue
during the financial year.
12.
(b)
For the purposes of calculating the diluted earnings per share, the weighted average number of ordinary shares
in issue is adjusted to take into account the dilutive effect arising from the exercise of all outstanding share
options granted to employees where such shares would be issued at a price lower than the fair value (average
share price during the financial year).The difference between the number of shares to be issued at the exercise
prices under the options and the number of shares that would have been issued at the fair value based on the
assumed proceeds from the issue of these shares are treated as ordinary shares issued for no consideration.
The number of such shares issued for no consideration is added to the weighted average number of ordinary
shares outstanding in the computation of diluted earnings per share. No adjustment is made to profit after tax
attributable to members of Comfort Group Ltd.
(c)
The weighted average number of shares for both 2001 and 2000 have been adjusted for the issue of bonus
shares on the basis of one new ordinary share of $0.25 each for every two existing ordinary shares of $0.25
each.
Cash at bank and on hand
Fixed deposits with financial institutions
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
6,763
42,533
57,540
4,151
240
12,006
26,880
96
49,296
61,691
12,246
26,976
49,296
-
61,691
(66)
49,296
61,625
For the purposes of the consolidated cash
flow statement, the year end consolidated
cash and cash equivalents comprise the following:
Cash and bank (as above)
Less: Bank overdrafts (note 26)
Destinations 79
13.
Receivables
Current
Trade debtors [note 13(a)]
Hire purchase debtors [note 13(b)]
Amounts receivable from subsidiaries [note 13(c)]
- loans
- trade
- non-trade
Non-current
Hire purchase debtors [note 13(b)]
Amounts receivable from subsidiaries [note 13(c)]
- loans
- non-trade
(a)
Trade debtors
Trade debtors
Less: Provision for doubtful trade debts
Movements in provision for doubtful trade
debts are as follows:
Addition on acquisition of a subsidiary
Provision made during the financial year
Bad debts written off against provision
(b)
Hire purchase debtors
Hire purchase debtors
Less: Deferred term charges
Less: Provision for doubtful hire
purchase debts
Receivable within one financial year
Receivable later than one financial year
Destinations 80
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
41,610
-
42,010
99
-
-
-
-
35,000
16,441
2,390
16,748
22,246
-
41,610
42,109
53,831
38,994
-
51
-
-
-
-
61,744
-
44,747
3,802
-
51
61,744
48,549
45,386
(3,776)
44,835
(2,825)
-
-
41,610
42,010
-
-
2,825
2,014
(1,063)
2,842
15
1,236
(1,268)
-
-
3,776
2,825
-
-
163
(7)
156
526
(39)
487
-
-
(156)
(337)
-
-
-
150
-
-
-
99
51
-
-
-
150
-
-
13.
Receivables (continued)
(b)
The Company
2001
2000
$’000
$’000
$’000
$’000
337
(13)
15
322
-
-
-
(168)
-
-
-
337
-
-
Hire purchase debtors (continued)
Movements in provision for doubtful hire purchase
debts are as follows:
Bad debts written off against provision
Provision written back
during the financial year
(c)
The Group
2001
2000
156
Amounts receivable from subsidiaries
The Company
2001
2000
$’000
$’000
Loans
Less: Provision for doubtful non-current loans
121,581
(24,837)
96,744
16,441
2,390
86,332
(24,837)
61,495
22,246
3,802
115,575
87,543
- Loans
- Trade balances
- Non-trade balances
35,000
16,441
2,390
16,748
22,246
-
- Loans
- Non-trade balances
61,744
-
44,747
3,802
115,575
87,543
Trade balances
Non-trade balances
Destinations 81
13.
Receivables (continued)
The amounts receivable from subsidiaries have no fixed terms of repayment and the non-current balances are not
expected to be repaid within the next twelve months. These balances are unsecured and interest-free, except for the
following:
14.
(i)
amounts receivable from a non wholly-owned subsidiary amounting to $1,210,000 (2000: $1,170,000) on which
interest was charged based on a bank’s prime rate which at the end of the financial year was 5% (2000: 5%) per
annum.
(ii)
non-current loans to certain subsidiaries totaling $35,000,000 (2000: $16,000,000) on which interests were
charged based on Singapore dollar SIBOR at 2% to 3.3125% (2000: 1.375% to 4.0625%) per annum.
Other assets
Staff loans
Deposits and prepayments
Other non-trade receivables
15.
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
755
912
910
734
389
174
95
26
66
118
2,577
1,297
121
184
2,554
23
1,266
31
121
-
184
-
2,577
1,297
121
184
The Group
2001
2000
$’000
$’000
Loan receivable [note 16(a)]
Loans to minority shareholders
of subsidiaries [note 16(b)]
Less: Unearned interest
Destinations 82
The Company
2001
2000
$’000
$’000
40
267
-
-
761
801
(2)
507
774
(9)
-
-
799
765
-
-
566
233
220
545
-
-
799
765
-
-
15.
16.
Term loans receivable (continued)
(a)
The loan is granted by a subsidiary to NTUC Co-operatives Dental Care Society, Ltd (“NTUCDC”). The loan
is secured over a freehold property of NTUCDC and is repayable by 60 monthly instalments of $19,100 each
and a final payment of $16,275 commencing 1 June 1996. Interest is chargeable at 5.5% (2000: 5.5%) per annum.
(b)
The loans to minority shareholders are unsecured. Interest on loans to minority shareholders of subsidiaries
are chargeable on an amount of $317,000 (2000: $295,000) at the rate of 4.05% (2000: 5.85%) per annum. The
remaining amount is interest-free.
Inventories
The Group
2001
2000
Goods held for sale
Cars, scooters and bicycles, at cost
Spare parts and accessories, at cost
Others
Roof-top advertisement panels, at cost
Work-in-progress, at cost
Less: Provision for inventory obsolescence
Inventories
- at cost
- at net realisable value
Movements in the provision for inventory obsolescence are as follows:
Addition on acquisition of a subsidiary
Obsolete inventories written off against provision
$’000
$’000
1,687
4,878
184
145
322
7,216
(769)
2,649
4,999
32
134
843
8,657
(2,580)
6,447
6,077
6,429
18
5,604
473
6,447
6,077
2,580
(1,832)
21
1,324
470
(769)
1,555
769
2,580
Destinations 83
17.
The Group
2001
2000
Quoted
Equity investments in corporations, at cost
Less: Provision for diminution in value
Unquoted corporate bonds, at cost
Market value of short-term quoted equity investments
Movements in provision for diminution in value of quoted
short-term equity investments are as follows:
Provision utilised during the financial year
Provision written back during the financial year
18.
$’000
$’000
5,575
(1,439)
4,136
30,250
6,483
(539)
5,944
24,750
34,386
30,694
4,136
5,984
539
900
1,439
1,229
13
(703)
539
Taxi licenses
The Group
2001
2000
$’000
$’000
At cost
Less: Accumulated amortisation
9,312
(1,616)
9,033
(1,155)
7,696
7,878
Movements in taxi licences are as follows:
Purchased during the financial year
Amortisation for the financial year
7,878
278
(460)
7,978
198
(298)
7,696
7,878
Destinations 84
19.
The Group
2001
2000
$’000
$’000
Exchange rate adjustment
Incurred during the financial year
20.
211
3
216
(113)
348
(7)
36
(166)
317
211
Quoted investments [note 20(a)]
Unquoted investments [note 20(c)]
(a)
The Company
2001
2000
$’000
$’000
1,305
8,510
3,065
4,827
1,260
38
3,020
22
9,815
7,892
1,298
3,042
3,999
3,999
3,954
3,954
Quoted investments
of quoted long-term equity investments
Note 20(b)]
(2,694)
(934)
(2,694)
(934)
1,305
3,065
1,260
3,020
1,297
2,830
1,274
2,802
Amount utilised during the financial year
934
1,760
-
1,755
(821)
934
1,760
-
1,755
(821)
2,694
934
2,694
934
Market value of quoted long-term
equity investments
(b)
The Group
2001
2000
$’000
$’000
Movement in provision for diminution in
value of quoted long-term equity investments
is as follows:
Destinations 85
20.
Long-term investments (continued)
(c)
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
8,189
3,593
-
-
(2,193)
5,996
(2,219)
1,374
-
-
1,355
(169)
1,186
1,332
(101)
1,231
45
(7)
38
Unit trusts
981
981
-
-
Shareholder’s loan to an investee company
[note 20(f)]
347
1,241
-
-
8,510
4,827
38
22
800
1,385
-
-
Movements in provision for diminution
in value of unquoted long-term equity
investments are as follows:
Provision written back during the financial year
2,219
(26)
1,590
629
-
-
-
2,193
2,219
-
-
Movements in amortisation are as follows:
101
68
49
52
7
-
169
101
7
-
Unquoted investments
[note 20(d)]
Transferable club memberships
Less: Amortisation [note 20(e)]
Market value of unit trusts
(d)
(e)
(f)
Destinations 86
22
22
The shareholder’s loan granted by a subsidiary to an investee company was made in the same proportion as the
Company’s interest in the issued and paid-up capital of the investee company. The loan is unsecured and bears
interest at the rate of 1% per annum (2000: 1% per annum) over the 6-month US dollar LIBOR. The loan is not
expected to be repaid within the next twelve months.
21.
Investments in associates
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
656
(656)
9,710
9,284
656
656
9,710
-
$’000
Quoted warrants to subscribe for equity shares,
at cost
Less: Provision for diminution in value [note (a)]
Quoted equity shares, at cost
Unquoted equity shares, at cost
18,994
10,366
Movement in provision for diminution in value of
quoted warrants to subscribe for equity
shares is as follows:
656
-
656
-
Represented by:
Net tangible assets acquired
14,355
Shareholders’ loans [note 21(c)]
27,361
Adjustments to reserves
(71)
Group’s share of post acquisition accumulated losses (22,635)
19,010
(a)
(b)
7,278
27,661
(71)
(23,327)
11,541
The market value of quoted equity shares at the end of the financial year was $4,622,300 (2000: $6,507,240).
The market value of quoted warrants to subscribe for equity shares at the end of the financial year was
$145,968 (2000: $474,000).
(c)
The shareholders’ loans granted by a subsidiaries to associates were made in the same proportions as their
interests in the issued and paid-up capital of the associates. The shareholders’ loans are unsecured, interestfree, with no fixed terms of repayment and are not expected to be repaid within the next twelve months.
Destinations 87
21.
Investments in associates (continued)
(d)
The associates, all of which are incorporated in Singapore, are:
Name of company
Quoted equity shares
and warrants to subscribe
for equity shares
Stamford Tyres
Corporation Limited
22.
Principal
activities
Accounting
year end
Retail and
30 April
wholesale of
tyres, retreading
of tyres and
equipment
trading
Cost of investment
% of paid-up capital held by
held by the Company
The Company
Subsidiaries
2001
2000
2001
2000
2001
2000
%
%
%
%
$’000
$’000
20.27
20.27
-
-
10,366
10,366
Unquoted equity shares
Boon Lay Executive
Property
Condominiums Pte Ltd development
30 June
-
-
30
30
-
-
NCH (Tampines) Pte Ltd
Property
development
31 March
-
-
20.13
20.13
-
-
Trans-Island Limousine
Service Limited
Provision of
airport,
limousine
and coach
services
31 March
25
-
-
-
9,284
-
19,650
10,366
Investments in subsidiaries
The Company
2001
2000
$’000
Quoted equity shares, at cost
Unquoted equity shares, at cost
Less: Provision for diminution in value of unquoted equity shares [note 22(a)]
Market value of quoted equity shares
Destinations 88
$’000
15,581
118,524
134,105
(3,547)
15,581
118,524
134,105
(3,547)
130,558
130,558
29,126
37,447
22.
Investments in subsidiaries (continued)
The Company
2001
2000
(a)
Movement in provision for diminution in value of unquoted equity shares is as follows:
Transfer from provision for diminution in value of
unquoted equity shares of an associate
Balance at end of the financial year
(b)
$’000
$’000
3,547
454
-
3,093
3,547
3,547
The subsidiaries are:
Name of company
Quoted equity shares
*VICOM Ltd
Country of
incorporation/
Country of business
% of Paid-up capital held by
The
Company
Subsidiaries
2001
%
2000
%
2001
%
2000
%
Cost of
Investment
2001
$’000
2000
$’000
Operation of motor
vehicle inspection
centres
Singapore
74
74
-
- 15,581 15,581
Provision of public taxi
services through the
rental of taxis to hirers
Singapore
100
100
-
- 91,920 91,920
General Automotive
Services Pte Ltd
Operation of workshops
for repairing, servicing and
general maintenance of
motor vehicles
Singapore
100
100
-
-
3,214
3,214
Comfort (China)
Pte Ltd
To act as an investment
vehicle for investments
and joint ventures in the
People’s Republic of China
Singapore
100
100
-
-
10
10
Comfort Myanmar
Pte Ltd
To act as an investment
vehicle for investments and
joint ventures in the Union
of Myanmar (dormant)
Singapore
80
80
20
20
364
364
Comfort Group
Investments Pte Ltd
Investment holding
Singapore
100
100
-
- 10,000 10,000
Comfort Nominees
Pte Ltd
Investment trading
Singapore
100
100
-
-
Unquoted equity shares
Comfort
Transportation
Pte Ltd
#
#
Destinations 89
22.
(b)
Name of company
Country of
incorporation/
Country of business
The
Company
Subsidiaries
Cost of
Investment
2001
%
2000
%
2001
%
2000
%
2001
$’000
2000
$’000
Comfort Automotive
Services Pte Ltd
Operation of workshops
for repairing, servicing
and general maintenance
of motor vehicles
Singapore
100
100
-
-
1,000
1,000
Eurocom Motors
Pte Ltd
Retailing and servicing
of motor vehicles
(ceased operations)
Singapore
100
100
-
-
100
100
Yellow-Top Cab
Pte Ltd
Provision of public taxi
services through the rental
of taxis to hirers
Singapore
100
100
-
-
5,000
5,000
Comfort Driving
Centre Pte Ltd
Operation of a driving
school
Singapore
90
90
-
-
1,800
1,800
Comfort Courier
Services Pte Ltd
Provision of courier
services
Singapore
100
100
-
-
800
800
Comfort Diesel
Pte Ltd (formerly
known as Comfort
Eurobike Pte Ltd)
Distribution of automotive
fuels (operations not
commenced)
Singapore
100
100
-
-
500
500
Perocom Motors
Pte Ltd
Distribution, retailing
and servicing of motor
vehicles
Singapore
74
74
-
-
370
370
Comfort Properties
Pte Ltd
Investment holding
Singapore
100
100
-
-
#
#
ComTrucks Pte Ltd
and servicing of
commercial trucks
Singapore
74
74
-
-
15
15
Barcelona Motors
Pte Ltd
and servicing of motor
vehicles
Singapore
80
80
-
-
3,431
3,431
* VICOM Assessment
Centre Pte Ltd
Provision of vehicle
assessment services
Singapore
-
-
51
51
-
-
Destinations 90
22.
(b)
Name of company
Country of
incorporation/
Country of business
The
Company
Subsidiaries
Cost of
Investment
2001
%
2000
%
2001
%
2000
%
2001
$’000
2000
$’000
* VICOM Nominee
Investment Pte Ltd
Investment trading
Singapore
-
-
100
100
-
-
Sinamex Car Rental
& Leasing Pte Ltd
Rental and leasing of motor
vehicles (ceased operations)
Singapore
-
-
100
100
-
-
Provision of taxi and land
transport-related services
in the Suzhou municipality
People’s
Republic
of China
-
-
70
70
-
-
^ Xiamen Comfort
Taxi Co., Ltd
Provision of taxi and land
transport-related services
in the Xiamen municipality
People’s
Republic
of China
-
-
70
70
-
-
@ Zhengzhou
Comfort Tour
Bus Service Co.,
Ltd
Provision of tour bus and
related services in the
Zhengzhou municipality
People’s
Republic
of China
-
-
80
80
-
-
§ Suzhou Industrial
To operate a petrol station
Park Zhong Xing
in the Suzhou municipality
Comfort Petrol
Service Station Co.,
Ltd
People’s
Republic
of China
-
-
90
90
-
-
+ Comfort Motors
Limited
Union of
Myanmar
-
-
100
100
-
-
§ Suzhou Comfort
Taxi Co., Ltd
Trading of general
merchandise and motor
vehicles (commenced
shareholder’s voluntary
winding up on
13 March 1999)
134,105 134,105
#
*
§
^
@
+
Represents $2 issued share capital.
Company audited by KPMG.
Company audited by Suzhou Dongwu CPA.
Company audited by Xiamen Yong He Certified Public Accountants Co., Ltd
Company audited by Tian Yi Certified Public Accountants Co., Ltd.
Audit not required for the financial period under the laws of its country of incorporation.
Destinations 91
23.
The Group
Cost
At 1 April 2000
Exchange rate
adjustments
Purchase of businesses
Additions
Disposals
Reclassifications
At 31 March 2001
Accumulated depreciation
At 1 April 2000
Exchange rate
adjustments
Depreciation charge
Disposals
Reclassifications
At 31 March 2001
Net book value
At 31 March 2001
Net book value
At 31 March 2000
Furniture,
fittings, vehicles
and other
Constructionequipment
in-progress
Leasehold
properties
and kiosks
Rental taxis
and
minibuses
$’000
$’000
$’000
$’000
$’000
79,622
615,613
77,855
2,934
776,024
302
16,000
3,650
(32)
1,654
101,196
354
2,634
111,639
(31,310)
(207)
698,723
19
2,305
19,673
(6,911)
1,487
94,428
115
(2,934)
115
675
20,939
135,077
(38,253)
894,462
15,207
261,865
38,807
-
315,879
1
3,575
(33)
(450)
18,300
159
86,001
(30,724)
(183)
317,118
(4)
11,483
(2,760)
633
48,159
-
156
101,059
(33,517)
383,577
Total
82,896
381,605
46,269
115
510,885
64,415
353,748
39,048
2,934
460,145
At the balance sheet date, the net book values of motor vehicles of the Group under hire purchase amounted to
$11,000 (2000: $24,000).
Destinations 92
23.
Property, plant and equipment (continued)
Furniture, Fittings,
Vehicles and
Other Equipment
$’000
24.
The Company
Cost
At 1 April 2000
Additions
Disposals
Transferred to a subsidiary
At 31 March 2001
821
359
(14)
(175)
991
Accumulated depreciation
At 1 April 2000
Depreciation charge
Disposals
Transferred to a subsidiary
At 31 March 2001
495
116
(14)
(78)
519
Net book value
At 31 March 2001
472
Net book value
At 31 March 2000
326
Payables
Current
Trade creditors
Liabilities for purchase of property,
plant and equipment
Deposits and advance payments
received from customers
Hire purchase creditor [note 24(a)]
Others
Non-current
Hire purchase creditor [note 24(a)]
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
83,114
75,177
1,904
1,273
20,085
6,112
-
-
1,300
4
3,583
1,304
12
954
-
-
108,086
83,559
1,904
1,273
-
4
-
-
Destinations 93
24.
Payables (continued)
(a)
25.
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
Hire purchase creditor
Hire purchase creditor
Less: Future finance charges
$’000
5
(1)
19
(3)
-
-
Minimum lease payments
4
16
-
-
Payable within one financial year
Payable later than one financial year
4
-
12
4
-
-
4
16
-
-
Provision
The Group
2001
2000
$’000
$’000
Provision for vehicle insurance premium and excess
- Current
- Non-current
Movements in provision for vehicle insurance premium and excess
during the financial year are as follows:
Payments made during the financial year
Destinations 94
19,894
-
12,000
23,794
19,894
35,794
35,794
16,318
(32,218)
31,795
19,583
(15,584)
19,894
35,794
26.
Bank borrowings
Short term bank loans - unsecured [note 26(a)]
Short term bank loans - secured [note 26(b)]
Bank overdrafts - unsecured
27.
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
22,177
1,185
-
34,000
452
66
10,000
-
-
23,362
34,518
10,000
-
(a)
The short term bank loan is interest bearing at interest rates ranging from 2.4% to 3.1% (2000: 2.9%) per
annum.
(b)
Short term bank loans of the Group of $1,185,000 (2000: $452,000) is secured on fixed deposits placed by a
subsidiary with a financial institution of $1,185,000 (2000: $452,000). The loan is interest bearing at 5.85%
(2000: 5.265% to 6.39%) per annum.
Dividends
The Group and The Company
2001
2000
$’000
$’000
Ordinary dividends paid:
Prior year’s final dividend paid net of tax at 24.5% (2000: 26%)
on new shares issued under the Comfort Executives’ Share
Options Scheme before the book closure date
Interim dividend of 1.25 cents (2000: nil) per share,
paid net of tax at 25.5%
Ordinary dividends proposed:
First and final dividend of 2.25 cents (2000: 1.75 cents) per share,
proposed net of tax at 24.5% (2000: 25.5%)
Special dividend of nil cents (2000: 1.25 cents) per share,
proposed net of tax at 24.5% (2000: 25.5%)
Total dividends
-
19
7,472
-
13,629
6,973
-
4,981
13,629
11,954
21,101
11,973
Destinations 95
28.
Unsecured notes
At the balance sheet date, the unsecured notes (“Notes”) under the Company’s $200 million Unsecured Medium
Term Notes Programme constituted pursuant to a Programme Agreement dated 26 October 1998 with a financial
institution outstanding for the Group and the Company amounted to $24,500,000 (2000: $10,500,000) and $25,000,000
(2000: $16,000,000) respectively. For the Group, the outstanding balance is arrived at after eliminating $500,000
(2000: $5,500,000) of the Notes held as an investment by a subsidiary.
Interest on the Notes is payable monthly or quarterly in arrears and are determined at margins above the Singapore
Interbank Offer Rates. Interest payable on the Notes outstanding as at balance sheet date range from 2% to 3.3125%
(2000: 2.3125% to 2.8125%) per annum.
The outstanding Notes are redeemable at par on their maturity dates covering the period from April 2001 to
September 2001. As the Notes are expected to be rolled-over or remarketed upon maturity, they are reflected as
non-current liabilities.
Subject as provided in the terms of the Programme, so long as any of the Notes remains outstanding and without the
prior approval of the Noteholders by Extraordinary Resolution, the Company and its principal subsidiaries will not
create or permit to subsist any mortgage, charge, pledge, lien or other security or encumbrance upon the whole or
part of the property, assets or revenue or any rights to receive dividends of the Company or its principal subsidiaries.
29.
Share capital of Comfort Group Ltd
(a)
Authorised ordinary share capital
The total authorised number of ordinary shares is 1,000 million shares (2000: 800 million shares) with a par
value of $0.25 per share (1999: $0.25 per share).
(b)
Issued ordinary share capital
2001
Shares
’000
2000
Shares
’000
2001
$’000
2000
$’000
Balance at the beginning of the financial year 534,841
Share options exercised [note 29(c)]
60
Issue of bonus shares [note 29(d)]
267,421
532,537
2,304
-
133,710
15
66,856
133,134
576
-
534,841
200,581
133,710
802,322
(c)
During the financial year, the Company issued 60,000 fully paid ordinary shares of $0.25 each at $0.29 per share
upon the exercise of options granted under the Comfort Executives’ Share Option Scheme.
(d)
During the financial year, the Company also issued 267,421,692 bonus shares of $0.25 each by way of capitalisation
of an amount of $66,855,423 from the share premium account.
Destinations 96
29.
Share capital of Comfort Group Ltd (continued)
(e)
The newly issued shares rank pari passu in all respects with the previously issued shares.
(f)
At 31 March 2001 there were the following outstanding options to subscribe for ordinary shares of $0.25 each
exercisable at any time up to the dates indicated below:
Comfort Executives’
Option Scheme
Exercise price
per share
Number of ordinary
shares under option
Expiry date
$0.900
$0.753
$0.290
$0.585
$0.575
2,226,000
2,358,000
45,000
3,255,000
3,441,000
10 June 2001
18 June 2002
17 June 2003
19 July 2004
6 July 2005
11,325,000
The 2000 Scheme
$0.553
$0.553
$0.510
$0.510
345,000
2,951,000
345,000
3,085,000
12 November 2005
12 November 2010
28 March 2006
28 March 2011
6,726,000
30.
Share premium
The Group and The Company
2001
2000
Amount capitalised for the issue of bonus shares [note 29(d)]
Premium on the issue of shares
$’000
$’000
94,023
(66,856)
3
93,597
426
27,170
94,023
Destinations 97
31.
Non-distributable reserves
The Group
2001
2000
$’000
$’000
815
1,751
5,603
37
370
4,374
5,603
36
8,206
10,383
Foreign currency translation difference account
Net translation difference arising during the financial year
370
445
300
70
815
370
Foreign currency translation difference account [note 31(a)]
Reserve on consolidation [note 31(b)]
Capital reserve [note 31(c)]
Other reserve [note 31(d)]
(a)
Reserve on consolidation
Goodwill arising from acquisition of businesses/subsidiary
Capital reserve on consolidation arising from partial disposal of a subsidiary
(b)
(c)
(d)
4,374
(2,623)
-
4,679
(297)
(8)
1,751
4,374
Capital reserve
The capital reserve arose on the public listing of a subsidiary
in an earlier year and comprise the following:
Share premium
4,694
909
4,694
909
Balance at the beginning and at the end of the financial year
5,603
5,603
Other reserve
Transfer from income statement
36
1
33
3
37
36
The other reserve relates to appropriation of funds from the net profit of the subsidiaries established in the
People’s Republic of China (PRC). In accordance with the PRC laws, all foreign-owned subsidiaries are required to
appropriate an amount from the net profit reported in the statutory accounts to the two statutory reserves
namely the reserve fund and enterprise expansion fund which are designated for specific purposes.
The reserve fund can only be utilised, with the approval from the relevant authorities to offset accumulated
deficits or increase registered capital. All foreign-owned enterprises are generally required to appropriate not less
than 10% of their profit after taxation to the reserve fund, until the balance of the fund reaches 50% of the
registered capital. The reserve fund cannot be distributed in the form of cash.
The enterprise expansion fund can only be utilised to increase registered capital, with the approval from the
relevant authorities. The amount of appropriation is to be determined by the board of directors of the enterprise.
Destinations 98
32.
Contingent liabilities (unsecured)
Unsecured guarantees in respect of credit
facilities granted to associates
The Group
2001
2000
The Company
2001
2000
$’000
$’000
$’000
$’000
49,183
49,183
-
-
The guarantees given by a subsidiary to its associates were in proportion to the subsidiary’s interests in the issued
and paid-up capital of the associates.
33.
Commitments for expenditure
(a)
Capital commitments
Capital commitments not provided for in the financial statements:
The Group
2001
2000
$’000
$’000
Expenditure contracted for:
Investment commitments
Others
39,857
880
618
15,795
2,136
877
41,355
18,808
2,717
5,443
9,954
1,145
2,621
9,264
18,114
13,030
The above commitments are payable within one financial year.
(b)
Operating lease commitments
Commitments in relation to non-cancellable operating leases contracted for
at the reporting date but not recognised as liabilities, are payable as follows:
Not later than one financial year
Later than one financial year but not later than five financial years
Later than five financial years
Destinations 99
33.
Commitments for expenditure (continued)
(c)
34.
At the balance sheet date, certain subsidiaries have commitments under non-cancellable operating leases with
Jurong Town Corporation amounting to $468,790 (2000: $389,000) per annum. The leases are as follows:
(i)
A lease for 30 years commencing in October 1981, with annual rental subject to revision every year at a
variable rate up to a maximum of 4% of the immediate preceding year’s annual rental.
(ii)
A lease for 50 years commencing in May 1994, with annual rental subject to revision every year at a
variable rate up to a maximum of 7.6% of the immediate preceding year’s annual rental. With effect from
16 May 2001, the revision will be at a fixed rate of 4% of the immediate preceding year’s annual rental; and
(iii)
A lease for 50 years commencing in January 1999, with annual rental subject to revision every year at a
variable rate up to a maximum of 7.6% of the immediate preceding year’s annual rental.
Related party transactions
The following related party transactions took place between the Group and related parties during the financial year
on terms agreed by the parties concerned:
2001
2000
With associates
Rental income
35.
$’000
$’000
-
74
Statutory information required by Paragraph 7 of the Ninth Schedule of the Companies Act
The amounts payable by and debts payable to the Company at the balance sheet date were as follows:
Amounts payable by
the Company
2001
2000
$’000
$’000
Not later than two years
Later than two years but not later than five years
Later than five years
25,875
25,000
-
13,346
16,000
-
53,952
61,744
-
39,178
48,549
-
50,875
29,346
115,696
87,727
The debts payable to the Company include long term advances to subsidiaries.
Destinations 100
Debts payable to
the Company
2001
2000
$’000
$’000
36.
Segment information
Primary reporting format - business segments
Taxi rental Vehicle
Vehicle
and
servicing inspection
ancilliary and diesel
and
services
sales
assessment
Driving
centre
Vehicle
distribution
Others
Consolidation
adjustments
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
REVENUES
External sales
Inter-segment sales
322,147
215
50,814
46,390
10,721
1,495
12,958
-
14,877
55
3,131
34,377
(82,532)
414,648
-
Total revenue
322,362
97,204
12,216
12,958
14,932
37,508
(82,532)
414,648
51,971
18,236
5,942
2,003
793
Group
Year ended
31 March 2001
RESULT
Segment result
Finance income
Finance costs
Share of results
of associates
Profit before tax
Tax
Profit from ordinary
activities
Minority interest
(1,308)
77,637
2,302
(1,299)
1,279
1,279
79,919
(19,382)
60,537
(1,478)
Net profit
Segment assets
Associates
Consolidated
total assets
Segment liabilities
Taxation
Borrowings
Unsecured notes
Deferred taxation
Consolidated
total liabilities
Capital expenditure
Depreciation
Amortisation
59,059
470,772
48,769
57,668
9,497
4,071
73,051
19,010
663,828
19,010
682,838
91,941
10,160
17,309
2,901
2,710
16,588
141,609
13,268
23,362
24,500
48,747
251,486
126,600
94,154
488
4,528
2,234
12
21,159
2,401
43
2,675
1,161
3
133
107
19
921
1,002
76
156,016
101,059
641
Destinations 101
36.
Segment information (continued)
Taxi rental Vehicle
Vehicle
and
and
services
sales
assessment
Driving
centre
Vehicle
distribution
Others
Consolidation
adjustments
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
REVENUES
External sales
Inter-segment sales
294,872
123
28,228
51,910
9,731
1,423
10,493
-
13,822
72
1,676
9,281
(62,809)
358,822
-
Total revenue
294,995
80,138
11,154
10,493
13,894
10,957
(62,809)
358,822
13,116
5,633
1,530
(2,628)
Group
Year ended
31 March 2000
RESULT
Segment result
45,066
Finance income
Finance costs
Share of results of
associates
Profit before tax
Tax
Profit from
ordinary activities
Minority interest
Profit before
extraordinary items
Extraordinary items
(795)
1,136
1,136
63,065
(17,051)
46,014
(1,198)
44,816
6,147
Net profit
50,963
Segment assets
Associates
Consolidated
total assets
452,778
Segment liabilities
Taxation
Borrowings
Unsecured notes
Deferred taxation
Consolidated
total liabilities
100,370
Destinations 102
61,922
1,728
(1,721)
44,141
39,934
8,461
4,002
69,494
11,541
618,810
11,541
630,351
7,425
2,921
2,275
1,689
16,631
131,311
14,127
34,518
10,500
40,648
231,104
36.
Segment information (continued)
Taxi rental Vehicle
Vehicle
and
and
services
sales
assessment
Driving
centre
Vehicle
distribution
Others
Consolidation
adjustments
$’000
$’000
$’000
$’000
$’000
$’000
$’000
101,200
86,966
326
1,559
2,291
12
3,548
1,473
62
1,654
1,013
3
1,118
201
50
2,689
873
63
Group
$’000
Year ended
31 March 2000
Capital expenditure
Depreciation
Amortisation
111,768
92,817
516
(a)
The Group’s organised into three main business segments as set out in the primary business reporting format.
(b)
Other activities comprise mainly investment holding, courier services and transport related ancillary services.
(c)
Segment assets comprise primarily property, plant and equipment, inventories, receivables, deferred expenditure,
taxi licences, short term investments and operating cash, and mainly exclude investments in associates. Segment
liabilities comprise operating liabilities and exclude items such as taxation, borrowings and unsecured floating
rate notes. Capital expenditure comprises additions to property, plant and equipment and taxi licences.
(d)
Inter-segment pricing is on a “fair market value” basis.
Secondary reporting format - geographical segments
The Group operates principally in Singapore. No other individual country contributed more than 10% of
consolidated revenues and assets.
37.
Comparatives
Certain comparative figures have been reclassified to conform with the current financial year’s presentation.
In particular, the comparatives have been extended to take into account the requirements of the following revised
Statements of Accounting Standard which the Group and the Company implemented for the financial year ended 31
March 2001:
SAS 1 - Presentation of Financial Statements
SAS 15 - Leases
SAS 23 - Segment reporting.
The net profit is not affected by the adoption of the above standards in these financial statements as the Group and
the Company were already following the recognition and measurement principles in those standards.
Destinations 103
>> Shareholding Statistics
Analysis of Shareholders by Range of Balances as at 29 June 2001
Size of Holdings
No. of Holders
%
No. of Shares
%
253
15,440
5,572
19
1.19
72.54
26.18
0.09
187,876
58,514,217
167,667,145
575,970,838
0.02
7.29
20.90
71.79
21,284
100.00
802,340,076
100.00
1 1,000
1,001 10,000
10,001 - 1,000,000
1,000,001 and above
Substantial Shareholders
According to the register required to be kept under Section 88 of the Companies Act, Cap. 50, the following are the only
substantial shareholders of the Company having an interest of 5 percent or more of the aggregate of the nominal amount
of all voting shares in the Company as undernoted:
Shareholdings
Registered in
name of the
Substantial
Shareholders
Shareholdings
in which the
Substantial
Shareholders
are deemed to
be Interested
As at 29 June 2001
As at 29 June 2001
302,440,004
DBS Nominees Pte Ltd
United Overseas Bank Nominees
Pte Ltd
Substantial
Shareholders
Singapore Labour Foundation
Destinations 104
Total
% of
Issued
Shares
-
302,440,004
37.69
-
90,642,425
90,642,425
11.30
-
58,397,700
58,397,700
7.28
>> Shareholding Statistics
Top twenty shareholders as at 29 June 2001
S/No Name of Shareholders
No. of Shares
Percentage
of Holdings
302,440,004
90,642,425
37.69
11.30
1
2
Singapore Labour Foundation
DBS Nominees Pte Ltd
3
United Overseas Bank Nominees Pte Ltd
58,397,700
7.28
4
NTUC Income Insurance Co-operative Limited
32,415,500
4.04
5
Oversea-Chinese Bank Nominees Pte Ltd
24,855,500
3.10
6
Overseas Union Bank Nominees Pte Ltd
17,054,300
2.13
7
Raffles Nominees Pte Ltd
9,928,009
1.24
8
HSBC (Singapore) Nominees Pte Ltd
9,011,400
1.12
9
Citibank Nominees S’pore Pte Ltd
6,819,000
0.85
10
Keppel Bank Nominees Pte Ltd
5,617,500
0.70
11
Gan Cheong Or @ Ngan Chong Hoo
4,864,500
0.61
12
Kim Eng Securities Pte Ltd
4,622,500
0.58
13
Morgan Stanley Asia (S’pore)
1,869,000
0.23
14
OUB Securities Pte Ltd
1,548,500
0.19
15
PSA Corporation Limited
1,372,500
0.17
16
Chen Siong Seng
1,220,000
0.15
17
Royal Bank of Canada Nominees Pte Ltd
1,200,000
0.15
18
OCBC Securities Private Ltd
1,077,000
0.13
19
Ng Guan Choon, Yong Kim San and Jonet Bin Hj Ibrahim
1,015,500
0.13
20
Asdew Acquisitions Pte Ltd
1,000,000
0.12
576,970,838
71.91
Total
Destinations 105
>> Notice of Annual General Meeting
COMFORT GROUP LTD
NOTICE IS HEREBY GIVEN that the Eighth Annual General Meeting of the Company will be held at Sapphire Suite, Orchid
Country Club, No. 1 Orchid Club Road, Singapore 769162 on Wednesday, 22 August 2001 at 3.00 p.m. for the following
purposes:
AS ORDINARY BUSINESS
1.
To receive and adopt the Directors’ Report and Accounts for the year ended 31 March 2001
and the Auditors’ Report thereon.
(Resolution 1)
2.
To declare a final dividend of 9% less income tax for the year ended 31 March 2001.
(Resolution 2)
3.
To approve the payment of Directors’ Fees of S$305,000 for financial year ended 31 March
2001 (1999/2000 : S$279,801)
(Resolution 3)
4.
To re-elect the following Directors retiring pursuant to Article 95(2) :
Mr. Ho Kah Leong
Mr. Pang Kim Hin
Ms. Nancy Teo Geok Har
(Resolution 4)
(Resolution 5)
(Resolution 6)
Messrs. Pang Kim Hin and Ho Kah Leong will, upon re-election as Directors of the Company,
remain as members of the Audit Committee and will be considered independent for the purposes
of Clause 902(4)(a) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
5.
To re-appoint Messrs. PricewaterhouseCoopers as Auditors of the Company and to authorise
Directors to fix their remuneration
(Resolution 7)
AS SPECIAL BUSINESS
6.
To consider and, if thought fit, to pass the following resolutions with or without modifications as
ordinary resolutions :
Ordinary Resolutions
(a)
THAT pursuant to Section 161 of the Companies Act, Cap. 50 and the existing rules of the
Singapore Exchange Securities Trading Limited, authority be and is hereby given to the
Directors to issue shares in the Company (whether by way of rights, bonus or otherwise)
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, provided that the
aggregate number of shares to be issued pursuant to this resolution does not exceed 50
percent of the issued share capital of the Company for the time being, of which the
aggregate number of shares to be issued other than on a pro-rated basis to shareholders
of the Company does not exceed 20 percent of the issued share capital of the Company
for the time being, 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
of the Company or when it is required by law to be held, whichever is the earlier.
Destinations 106
(Resolution 8)
Ordinary Resolutions (continued)
(b)
(c)
(d)
THAT the Directors of the Company be and are hereby authorised to offer and grant
options in accordance with the rules and terms of the 2000 Comfort Share Option Scheme
and to allot and issue from time to time such number of fully paid shares in the Company
as may be required to be issued pursuant to the exercise of options under the 2000
Comfort Share Option Scheme provided that the aggregate number of shares to be issued
pursuant to the 2000 Comfort Share Option Scheme shall not exceed fifteen percent of
the total issued share capital of the Company from time to time.
(Resolution 9)
THAT for the purposes of Chapter 9A of the Listing Manual of the Singapore Exchange
Securities Trading Limited:
(i)
approval be and is hereby given for the renewal of the mandate (approved at the
Extraordinary General Meeting of the Company held on 14 August 1998) for the
Company, its subsidiaries and target associated companies or any of them to enter
into any of the transactions falling within the types of Interested Person Transactions,
particulars of which are set out in the Company’s Circular dated 28 July 1998 (the
“Circular”) with any party who is of the class of Interested Persons described in the
Circular, provided that such transactions are carried out in the normal course of
business, at arm’s length and on normal commercial terms and in accordance with
the guidelines of the Company for Interested Person Transactions as set out in the
Circular (the “General Mandate”);
(ii)
the General Mandate shall, unless revoked or varied by the Company in general
meeting, continue in force until the next Annual General Meeting of the Company;
and
(iii)
the Directors of the Company be and are hereby authorised to complete and do
such acts and things (including executing all such documents as may be required) as
they may consider expedient or necessary to give effect to this Resolution.
(Resolution 10)
Pursuant to Sections 76C and 76E respectively of the Companies Act cap. 50 and the
Articles of Association of the Company, the Directors of the Company be and are hereby
authorised to make purchases of Shares from time to time (whether by way of market
purchases or off-market purchases on an equal access scheme) of up to ten percent of
the issued ordinary share capital of the Company (ascertained as at date of the last Annual
General Meeting of the Company or at the date on which this Resolution is passed,
whichever is the higher) at the price of up to but not exceeding the Maximum Price (as
defined in the Circular to Members dated 4 August 2000 (“the Circular)), in accordance
with the “Guidelines on Share Repurchases” set out in Appendix 3 of the Circular, and this
mandate shall, unless revoked or varied by the Company in general meeting, continue in
force until the date that the next Annual General Meeting of the Company is held or is
required by law to be held, whichever is the earlier.
(Resolution 11)
By Order of the Board
Doreen Nah
Company Secretary
Singapore, 27 July 2001
Destinations 107
Notes:
1.
Depositor’s name must appear on the Depository Register 48 hours before the time of the Meeting.
2.
A member entitled to attend and vote at the above meeting may appoint a proxy to attend and vote on his behalf and such
proxy need not be a member of the Company. Each instrument of proxy shall be deposited at the registered office of the
Company not less than 48 hours before the time for the holding of the meeting.
Explanatory Notes on Special Business
(i)
Resolution 8 is to empower the Directors to issue shares in the capital of the Company up to an amount not exceeding in
aggregate 50 percent of the issued share capital of the Company for the time being, of which the aggregate number of shares
to be issued other than on a pro rata basis to shareholders of the Company does not exceed 20 percent of the issued share
capital of the Company for the time being. This approval will expire at the conclusion of the next Annual General Meeting.
The Directors would only issue shares under this resolution where they consider it appropriate and in the interests of the
Company to do so.
(ii)
Resolution 9 is to allow the Directors to issue shares in accordance with the Rules of 2000 Comfort Share Option Scheme.
A copy of the Rules of 2000 Comfort Share Option Scheme is available for inspection by shareholders during normal office
hours at the Company’s registered office.
(iii)
Resolution 10 is to renew the mandate, which will be expiring at its forthcoming Annual General Meeting, to allow the
Company, its subsidiaries and target associated companies or any of them to enter into certain interested person transactions
with persons who are considered “Interested Persons” (as defined in Chapter 9A of the Listing Manual of the Singapore
Exchange Securities Trading Limited).
(iv)
Resolution 11 is to renew for another year, up to the next Annual General Meeting of the Company, the mandate relating to
share repurchases.
(v)
(a)
As at the date of this Notice, the Company has not purchased or acquired its shares (the “Shares”). The amount of
financing required for the Company to purchase or acquire the Shares, and the impact on the Company’s financial
position, cannot be ascertained as at the date of this Notice as this will depend on the number of the Shares purchased
or acquired and the price at which such Shares were purchased or acquired.
(b)
The financial effects of the purchase or acquisition of the Shares by the Company pursuant to the proposed Share
Repurchase Mandate on the Group’s audited financial statements for the financial year ended 31 March 2001 are set
out in the attached Summary Sheet and are for illustration only.
Please refer to the Circular to shareholders dated 4 August 2000 for information relating inter alia, to the rationale for the
proposed Share Repurchase Mandate.
Destinations 108
>> Summary Sheet
COMFORT GROUP LTD
(A) Financial Effects of the Proposed Share Repurchase Mandate
1.
The Company’s total issued share capital will be diminished by the total nominal amount (or par value) of the Shares
purchased or acquired by the Company. The consideration paid by the Company for the purchase or acquisition of
the Shares (excluding related brokerage, goods and services tax, stamp duties and clearance fees) will correspondingly
reduce the amount available for the distribution of cash dividends by the Company.
2.
The financial effects on the Company and the Group arising from the purchases or acquisitions of the Company’s
shares which may be made pursuant to the proposed Share Repurchase Mandate will depend on, inter alia, the
aggregate number of Shares purchased or acquired and the consideration paid at the relevant time.
3.
Based on the existing issued and paid-up share capital of the Company as at 3 July 2001(the “Latest Practicable Date”),
the purchase by the Company of ten percent of its issued share capital will result in the purchase or acquisition of
80,234,008 Shares.
(a)
Assuming the Company purchases or acquires 80,234,008 Shares at the Maximum Price, the maximum amount
of funds required approximately:
(aa) in the case of market purchases of the Shares, S$53,756,785 based on S$0.67 for each Share (being the
price equivalent to five percent above the average closing prices of the Shares over five consecutive
trading days immediately preceding the Latest Practicable Date).
(bb) in the case of off-market purchases of the Shares, S$56,163,806 based on S$0.70 for each Share (being the
price equivalent to ten percent above the average closing prices of the Shares over five consecutive
trading days immediately preceding the Latest Practicable Date).
4.
For illustrative purposes only, on the basis of the assumptions set out in paragraph 3 above, the financial effects of the
acquisition of such Shares by the Company pursuant to the proposed Share Repurchase Mandate on the audited
financial accounts of the Group and the Company for the financial year ended 31 March 2001 are set out below:
Destinations 109
>> Summary Sheet
Market Purchases
Group
Before Share
After Share
Purchase
Purchase
S$’m
S$’m
Company
Before Share
After Share
Purchase
Purchase
S$’m
S$’m
As at 31 March 2001
Net Tangible Assets
418,038
410,025
364,281
356,268
228,382
228,382
174,625
174,625
Current Assets
Current Liabilities
134,859
178,239
81,102
178,239
66,198
25,875
12,441
25,875
Total Borrowings
47,862
47,862
35,000
35,000
Cash and Cash Equivalents
49,296
27,639
12,246
589
_____________________________________________________________________________________________________
Number of Shares (’000)
802,322
722,088
802,322
722,088
0.51
0.49
0.28
0.24
11.45%
13.14%
15.33%
20.04%
0.757
0.455
2.558
0.481
Financial Ratios
Net Tangible Assets per
Share (S$)
Gearing (%)
Current Ratio (times)
Destinations 110
>> Summary Sheet
Off-Market Purchases
Group
Before Share
After Share
Purchase
Purchase
S$’m
S$’m
Company
Before Share
After Share
Purchase
Purchase
S$’m
S$’m
As at 31 March 2001
Net Tangible Assets
418,038
410,025
361,874
353,861
228,382
228,382
172,218
172,218
Current Assets
Current Liabilities
134,859
178,239
78,695
178,239
66,198
25,875
10,034
25,875
Total Borrowings
47,862
47,862
35,000
35,000
Cash and Cash Equivalents
49,296
25,232
12,246
182
___________________________________________________________________________________________________
Number of Shares (’000)
802,322
722,088
802,322
722,088
0.51
0.49
0.28
0.24
11.45%
13.23 %
15.33%
20.32%
0.757
0.442
2.558
0.388
Financial Ratios
Net Tangible Assets per
Share (S$)
Gearing (%)
Current Ratio (times)
5.
Shareholders should note that the financial effects set out above are based on the audited financial accounts of the
Company and the Group for the financial year ended 31 March 2001 and are for illustration only. The results of the
Company and the Group for the financial year ended 31 March 2001 may not be representative of the future
performance.
6.
The Company intends to use its internal sources of funds to finance its purchase or acquisition of the Shares. The
Company does not intend to obtain or incur any borrowings to finance its purchase or acquisition of the Shares.The
Directors do not propose to exercise the Share Purchase Mandate in a manner and to such extent that the working
capital requirements of the Group would be materially affected.
7.
The Company will take into account both financial and non-financial factors (for example, stock market conditions
and the performance of the Shares) in assessing the relative impact of a share repurchase before execution.
Destinations 111
>> Summary Sheet
(B) Listing Rules
1.
The Listing Rules require a listed company to ensure that at least 10 percent of any class of its listed securities must
be held by public shareholders. As of the Latest Practicable Date, the Singapore Labour Foundation (“SLF”) which is
the substantial shareholder of the Company, has an interest of 37.69 percent of the issued share capital of the
Company. Approximately 62.31 percent of the issued share capital of the Company are held by public shareholders.
Accordingly, the Company is of the view that there is sufficient number of shares in issue held by public shareholders
which would permit the Company to undertake purchases of its Shares through Market Purchases up to the full ten
percent limit pursuant to the proposed Share Repurchase Mandate without affecting the listing status of the Shares
on the Singapore Exchange Trading Securities Limited (“SGX-ST”), and that the number of Shares remaining in the
hands of the public will not fall to such a level as to cause market illiquidity.
2.
As at the Latest Practicable Date, the Company has no other securities apart from its Shares which are listed on the
SGX-ST.
(C) Consequences of Share Repurchases Under the Singapore Code on Take-Overs and Mergers
1.
If Share Repurchases up to the full 10 percent limit pursuant to the proposed Share Repurchase Mandate are made by
the Company, SLF’s voting rights in the Company as of the Latest Practical Date, will increase from 37.69 percent to
41.8 percent. Under the Practice Note No: 13 issued by the Securities Industry Council (“PN 13”), SLF and parties
acting in concert with it will incur an obligation to make an offer under Rule 33 of the Singapore Code on Take-Overs
and Mergers.
2.
Directors namely, Mr. Lim Jit Poh, Ms. Nancy Teo Geok Har, Mr. Heng Chee How and Mr. Ong Ah Heng have been
nominated by SLF. In addition, Mr. Goh Chee Wee who is Group Managing Director/Chief Executive Officer, is also a
director of SLF. Accordingly, Mr. Goh Chee Wee and the Directors nominated by SLF (collectively referred to as the
“SLF Directors”) are parties acting in concert with SLF in respect of Share Repurchase.
3.
The interests of the SLF Directors and SLF in ordinary shares as recorded in the Register of Directors’ Shareholding
and the Register of Substantial Shareholders respectively as at the Latest Practicable Date and after the proposed
Share Repurchase (assuming the full 10 percent limit pursuant to the proposed Share Repurchase Mandate are made
by the Company) are set out below:
Destinations 112
>> Summary Sheet
(C) Consequences of Share Repurchases Under the Singapore Code on Take-Overs and Mergers (continued)
As at Latest Practicable Date & Before Proposed Share Repurchase
Direct Interest
No. of Shares %
Directors
Lim Jit Poh
Goh Chee Wee
Nancy Teo Geok Har
Heng Chee How
Ong Ah Heng
97,500
843,000
22,500
Substantial
Shareholder
Singapore Labour
Foundation (“SLF”)
Deemed Interest
No. of Shares %
0.012
0.105
0.002
Direct Interest
No. of Shares %
302,440,004
-
Deemed Interest
No. of Shares %
37.69
-
Total Interest
No. of Shares %
97,500
843,000
22,500
0.012
0.105
0.002
Total Interest
No. of Shares %
302,440,004
37.69
The interests of SLF Directors in ordinary shares comprised in outstanding share options granted pursuant to the
Comfort Executives’ Share Option Scheme and The 2000 Comfort Share Ooption Scheme as at the Latest Practicable
Date.
Name of SLF Directors
No. of ordinary shares
comprised in outstanding share options
Under Comfort Executives’ Share Option Scheme
Goh Chee Wee
450,000
Under The 2000 Comfort Share Option Scheme
Lim Jit Poh
Goh Chee Wee
Nancy Teo Geok Har
Heng Chee How
Ong Ah Heng
120,000
500,000
80,000
80,000
80,000
Save as disclosed above, none of the Directors has an interest in any share options as at the Latest Practicable Date.
Destinations 113
>> Summary Sheet
(C) Consequences of Share Repurchases Under the Singapore Code on Take-Overs and Mergers (continued)
After Proposed Share Repurchase
Directors
Lim Jit Poh
Goh Chee Wee
Nancy Teo Geok Har
Heng Chee How
Ong Ah Heng
Substantial
Shareholder
Singapore Labour
Foundation (“SLF”)
Direct Interest
No. of Shares %
97,500
843,000
22,500
0.013
0.116
0.003
Direct Interest
No. of Shares %
302,440,004
41.8
Deemed Interest
No. of Shares %
-
Deemed Interest
No. of Shares %
-
Total Interest
No. of Shares %
97,500
843,000
22,500
0.013
0.116
0.003
Total Interest
No. of Shares %
302,440,004
41.8
4.
SLF, SLF Directors and the parties acting in concert with them are aware of and have agreed that unless a waiver of the
requirement under PN 13 is granted by the Securities Industry Council, they will have to make a general offer for the Shares
if as a result of any share repurchases by the Company made pursuant to the Share Repurchase Mandate, the voting
rights of SLF increase by more than 3 percent in any 12-month period .
5.
The Directors of the Company are of the opinion that the renewal of the proposed Share Repurchase Mandate is in
the best interests of the Company. Accordingly, the Directors of the Company recommend that shareholders vote in
favour of Ordinary Resolution 11.
Destinations 114
>> Proxy Form
IMPORTANT:
1 For investors who have used their CPF monies to buy
the Company’s shares, the Annual Report is forwarded
to them at the request of their CPF Approved Nominees
and is sent solely FOR INFORMATION ONLY.
COMFORT GROUP LTD
2 This Proxy Form is not valid for use by CPF Investors
and shall be ineffective for all intents and purposes if
used or purported to be used by them.
(Incorporated in the Republic of Singapore)
I/We, ________________________________________________________________________________________________
being a member/members
of
of the above-named Company, hereby appoint
Name
Address
NRIC/Passport
Number
Proportion of
Shareholdings
(%)
And/or (delete as appropriate)
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Eighth
Annual General Meeting of the Company to be held at Sapphire Suite, Orchid Country Club, No. 1 Orchid Club Road,
Singapore 769162 on Wednesday, 22 August 2001 at 3:00 p.m. and at any adjournment thereof.
I/We have indicated with an “X” in the appropriate box against such item how I/we wish my/our proxy/proxies to vote. If
no specific direction as to voting is given or in the event of any item arising not summarised below, my/our proxy/proxies
may vote or abstain at the discretion of my/our proxy/proxies.
No.
Resolutions
1.
Adoption of Report and Accounts
2.
Declaration of Dividends
3.
4.
Approval of amount proposed as Directors’ Fees
Re-election of Mr. Ho Kah Leong as Director under Article 95(2)
5.
Re-election of Mr. Pang Kim Hin as Director under Article 95(2)
6.
Re-election of Ms. Nancy Teo Geok Har as Director under Article 95(2)
7.
8.
Re-appointment of Auditors
Authorising Directors to issue shares pursuant
to Section 161 of the Companies Act, Cap. 50
9.
Special Business
For
Against
Authorising the Directors to offer and grant
options and issue shares in accordance with the
2000 Comfort Option Scheme.
10.
Renewal of Mandate for Interested Person Transactions
11.
Renewal of Mandate relating to Share Repurchases
Dated this __________ day of _________________ 2001
Total Number of Shares Held
______________________________________
Signature(s) of Member(s) or Common Seal
Destinations 115
IMPORTANT
PLEASE READ NOTES OVERLEAF
>> Proxy Form
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 Singapore 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 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.
A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two
proxies to attend and vote on his behalf. Such proxy need not be a member of the Company.
3.
Where a member appoints two proxies, 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,
4.
The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 383 Sin Ming
Drive, Singapore 575717, not less than 48 hours before the time set for holding the annual general meeting.
5.
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 seal or under the hand of a director or an officer or attorney duly authorised.
6.
A corporation which is a member may authorise by resolution of its directors or other governing body such person as it
thinks fit to act as its representative at the annual general meeting, in accordance with Section 179 of the Singapore
Companies Act, Cap. 50.
7.
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the
appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of a member whose Shares are
entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the
member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48
hours before the time appointed for holding the annual general meeting, as certified by The Central Depository (Pte)
Limited to the Company.
Affix
Postage
Stamp
The Company Secretary
COMFORT GROUP LTD
383 Sin Ming Drive
Singapore 575717
Destinations 116
www.comfortgroup.com.sg :-)
Destinations 48
Designed & Produced by Xpress Media Pte Ltd • Tel: (65) 880 2838
383 Sin Ming Drive Singapore 575717 Tel: 457 6255
http:\\www.comfortgroup.com.sg

Notes to the Financial Statements

Transcription

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