Novena AR_030401

NOVENA
annual
report
2000
H O L D I N G S
L T D
corporate profile
corporate profile
Novena started out as a furniture retailer in the heartland of
the Jurong East HDB in 1984. Since then, we have grown to
an extensive retail network of 20 outlets covering a total sales
area of over 9,000 sq m.
Our furniture and furnishings portfolio has expanded to
incorporate three different brand names. Each brand depicting
distinct style and range, targeting different consumer segments.
Our principal activities include the manufacturing, retailing,
export and wholesale of household and office furniture and
furnishings.
Today, we have offices in Singapore and the People’s Republic
of China with two factories in Shenzen and Suzhou. We have
also set-up two B2C furniture portals to provide online shopping
for the Singapore market.
contents
contents
C o r p o r a t e Information
2
Group Structure
3
Our Products
4
Chairman’s Statement
6
Deputy Chairman & CEO’s Message
7
Business Outlook & Prospects
9
Board of Directors
10
Financial Report
13
corporate information
2
corporate information
BOARD OF DIRECTORS
Tony Phua, Chairman
Dr Toh Soon Huat, Deputy Chairman/Chief Executive Officer
Goh Cheng Chua Silvester
Chong Hon Kuan Ivan
Tay Beng Chuan
Wong Meng Yeng
JOINT COMPANY SECRETARY
Lim Bee Eng
Heng Hang Siong, CPA
REGISTERED OFFICE
47 Sungei Kadut Avenue
Singapore 729670
SHARE REGISTRAR AND SHARE
TRANSFER OFFICE
M&C Services Private Limited
138 Robinson Road #17-00
Hong Leong Centre
Singapore 068906
AUDITORS AND REPORTING
ACCOUNTANTS
Arthur Andersen
Certified Public Accountants
10 Hoe Chiang Road #18-00
Keppel Towers
Singapore 089315
PRINCIPAL BANKERS
Overseas Union Bank Limited
1 Raffles Place
OUB Centre
Singapore 048616
The Development Bank of Singapore Ltd
6 Shenton Way
DBS Building
Singapore 068809
Novena Holdings
Limited
100%
100%
100%
Novena
Furnishing
Centre Pte Ltd
Castilla Design
Pte Ltd
Novena
Investment
Pte Ltd
100%
100%
The White
Collection
Pte Ltd
Dorino
Furnishing Pte Ltd
(Dormant)
60%
75%
Shenzhen Calo
Novena Furniture
Co., Ltd
Suzhou Novena
Furniture
Co., Ltd
group structure
group structure
3
our products
our products
THE FAVOURITE AMONGST FIRST TIME
HOME BUYERS AND YOUNG FAMILIES
FOR NEARLY TWO DECADES.
The Novena Collection comprises a full range of home
furniture and furnishings for the living room, dining room,
children’s room, bedroom and home accessories. These
collections of economical and practical home styles cater to
the mass market, providing wide variety of choice in colour
and design.
LUXURIOUS LIVING WITH ORIGINAL
ITALIAN FURNITURE.
Castilla Design defines fine Italian furniture, renowned for its
excellent craftsmanship. The collection covers a full range of
Italian contemporary lifestyle from living room, dining room, and
bedroom to accessories. Castilla Design displays the modern
Italian trends in stylish and luxurious living. The collection is
designed for those seeking Italian contemporary living.
4
Y
S
A HOME IS WHERE OUR HEARTS AND
MIND RELAX.
Modern Living evokes simplicity, which brings us back to
the erstwhile days where life was natural, basic and cheerful.
With modern technology and materials used coupled with
boundless versatility in design, it creates sleek lines and chic
attraction for you to experience simple yet modern sensation.
Modern Living is for the modern, simple lifestyle that gives
enjoyment in trendy fashion of today’s modern environment.
SLEEK, MODERN, SIMPLE AND
STYLISH AT A MODEST PRICE.
The White Collection promotes simple and modern lifestyle.
With furniture and furnishings for the living and dining room, this
our products
our products
collection embodies a unique design and colour scheme
influenced by modern design. Latest technology and materials
are utilised to create the sleek contours and modern attraction of
each piece of work. The White Collection provides options for
young working professionals through its wide selection.
YLE
5
chairman’s message
c h a i r m a n ’s m e s s a g e
On behalf of the Board of Directors, I am pleased to report Novena Holdings Limited’s results for the
financial year ended 31 December 2000. This is the Group’s inaugural Annual Report since our
listing on the Singapore Exchange on 18 December 2000. The net proceeds from the issue of new
shares will be used to invest in the business integrated solution aimed at improving the effectiveness
of our total business management activities in our daily operations and for working capital purposes.
REVIEW OF PERFORMANCE
For the year under review, the Group reported a 9.6% increase in turnover of S$38.67 million
compared from the S$35.29 million recorded the previous year despite the intense competition in
furniture and furnishing industry. The increase was achieved despite a decrease in profit before tax
from S$4.08 million in 1999 to S$2.87 million in 2000. This improved performance was due to the
increase of sales from Novena product line by 7.75%. Similarly, The White Collection, launched in
March last year achieved a considerable amount in sales during the same year. Castilla Design
registered a decline in sales but this was offset by the favourable performance of Novena and The
White Collection. The Group’s operating results after tax also decreased from S$2.96 million in the
previous year to S$1.9 million for the year ended 31 December 2000.
CURRENT YEAR PROSPECTS
The Group’s present position could be affected by the volatility of the Singapore economy, for the
reason that the FY2001 is expected to be a challenging year for the furniture retail sector.
Nonetheless, sales from Novena Furnishing Centre and The White Collection are expected to remain
buoyant while weaker demand for expensive furniture will affect the sales of Castilla, which is
targeted at the upper market.
Recent increase in the number of outlets in Singapore will eventually strengthen the Group’s current
position in the Singapore market. Barring any unforeseen circumstances, the Group anticipates profits
from the operations excluding exceptional items if any; will most likely not be able to exceed the
preceding year’s level.
IN APPRECIATION
On behalf of the Board, I would like to thank our clients, business associates and shareholders for
their steadfast support. We would also like to express our appreciation to our management and staff
for their dedication and commitment in support for the Group.
Mr Tony Phua
Chairman
Mr Tony Phua
For the year under review, we had focused our efforts on strengthening our core businesses in
manufacture and retail of household furniture and furnishings under four different brand names, namely
“Novena”, “Castilla Design”, “The White Collection” and “Modern Living”. The Group’s other
businesses include wholesale & export.
With a proven track record and experience, Novena has come a long way to achieve its vision of
becoming a leading one-stop home furniture and furnishings provider that offers excellent customer
service and good value and quality products. This vision embodies the Group’s commitment to
provide a wide range and variety of products; competitive pricing; aesthetically appealing, comfortable
and durable products; easily accessible retail outlets with conducive display environment; capacity in
quantity purchase and stock availability; constant staff training and upgrading programs service
standards; and consistent improvements in product design and technology.
RETAILING
The existing competition in Singapore’s furniture and furnishings retail industry is intense. The number
of furniture retailers has been increasing continuously and the demands and preferences of consumers
continue to evolve. In order to cope with these elements, the Group stays competitive in pricing and
continues to develop the style and variety of its product range.
MANUFACTURING
The Group’s various product lines are manufactured in two factories situated in the People’s Republic
of China aside from its sources from other factories in Asia and Europe. We manufacture quality
bedroom and living room furniture for both local and overseas distribution. What makes this product
line unique is that it is produced in knockdown panel components, which we call “KD furniture”. They
are packed in panel form and assembled on-site upon delivery. The design gives us space saving
benefits that reduces operational costs, easy storage for increased production efficiency, easy
handling that reduce damage when in transport, easy replacement of damaged parts and
lower transportation overhead charges since more units can be delivered at a given time.
WHOLESALE AND EXPORT
Our in-house manufactured products for the living room, bedroom, children’s room and
deputy chairman’s
& ceo’s message
d e p u t y c h a i r m a n ’s & C E O ’s m e s s a g e
other accessories are sold on a wholesale basis to retailers in Singapore. In the PRC
market, the products are distributed through Shenzhen Calo Novena Furniture Co., Ltd. and
Suzhou Novena Furniture Co., Ltd. to widen our distribution network. In FY2001,
we continue to export to countries like South Africa, Taiwan, Philippines and Japan.
In addition, we are planning to penetrate into other European markets.
Dr Toh Soon Huat
7
E-COMMERCE
Electronic commerce business is enhancing the traditional methods of commerce and trade.
The Group has set up two B2C furniture portals to provide online shopping for the Singapore
market in October 2000. It was created to provide online identity for our business, build brand
loyalty and to generate revenue from our furniture portal.
CONCLUSION
Novena Holdings Limited is commited to continue strengthening its businesses in the future. The
management is confident that it will continue to lead the way for growth and profitability for the
coming years.
On behalf of the Board of Directors, I would like to thank our business associates, customers
and suppliers for their continuing support.
I would also like to extend my appreciation to the Board of Directors, management and staff for
their dedication and commitment.
Dr Toh Soon Huat
Deputy Chairman/
Chief Executive Officer
FINANCIAL HIGHLIGHTS
20.0
15.0
10.0
5.0
0
1998
1999
2000
2.87
30.0
25.0
38.7
35.3
35.0
1.2
4.5
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0.0
40.0
4.08
Profit Before Tax ($’million)
Turnover ($’million)
26.8
deputy chairman’s & ceo’s message
8
d e p u t y c h a i r m a n ’s & C E O ’s M e s s a g e
1998
Year end - 31 December
1999
2000
Year end - 31 December
OUR ACHIEVEMENTS
Group of Companies
Entreprise 50 Award
Ranked 32nd
Quality Service
Award 2000
Excellent Sales
Award 1999
Excellent Business
Development Award 1998
(Local and Overseas)
The Singapore economic growth rate in Year 2000 was 9.9%, as published by the
Singapore government, compared to the forecast of 7-9% 1. Preliminary domestic product
growth in 2001 is forecasted to be at 3.5% to 5.5% 2.
To be able to meet the expected challenge in the furniture industry, we will expand our
retail network, enhance our market presence, and increase our customer base. Furthermore,
we plan to invest in a business integration system to better integrate activities from
purchasing, point-of-sales, to deliver y of products to customers likewise supporting our Ecommerce activities. The proposed investment will start in FY2001 and completed in the
same year.
business outlook &
prospects
business outlook & prospects
1 http//www.mof.gov.sg/bud2001,”Economic Performance in 2001"
2 The Straits Times, Wednesday 11 April 2001, “Forecast is 3.5 - 5.5% Growth”
9
board of directors
10
board of directors
From left to right: Goh Cheng Chua, Ivan Chong, Tony Phua,
Dr Toh Soon Huat, Tay Beng Chuan & Wong Meng Yeng
audit committee
From left to right:
Wong Meng Yeng
Tay Beng Chuan
Dr Toh Soon Huat
board of directors
Mr Tony Phua is our Non-Executive Chairman. He has over 20 years of entrepreneur experience in
business operations and investments. He is the Chairman of various companies including Supreme
Stainless Steel Pte Ltd, Da Vinci, Europe Kitchen Station Pte Ltd and Evergreat. These companies are
involved in various business including kitchen utensils, upmarket household products and lighting,
general trading and investments. He is also currently a patron of Whampoa Citizens’ Consultative
Committee.
Dr Toh Soon Huat is our founder, Deputy Chairman and Chief Executive Officer. He holds a PhD in Business
Administration for Professional Studies from Southern California University at Santa Ana, USA and possesses
more than 15 years of business experience in the furniture industry, particularly in the areas of retail business
and brand development. He founded the business in 1984 and has been deeply involved and instrumental in
the growth of our Group. Under his leadership, our Group has successfully established four different brands of
furniture for retail in Singapore. In particular, the Novena brand which has become an established household
brand in Singapore and in the PRC market. Dr Toh Soon Huat’s responsibilities include the management of our
overall business, particularly in the areas of business development and expansion.
Mr Silvester Goh Cheng Chua was appointed as our Non-Executive Director on 15 February 2000.
He was admitted as a member of The Association of Chartered Certified Accountants in 1974 and has
over 30 years of experience in the financial arena covering audit, corporate finance, fund management
and stockbroking. He is the Head of Business Entreprise of NTUC Income since 1998. Prior to joining
NTUC Income, he was an executive director of OCBC Asset Management Pte Ltd from 1991 to 1996.
Mr Ivan Chong Hon Kuan was appointed as our Non-Executive Director on 4 December 2000. He is the
chairman and chief executive officer of Publicis Eureka Pte Ltd, an advertising agency in Singapore. He is also
currently the vice president of the Consumers Association of Singapore. In the past, he had served as president
of the Association of Accredited Advertising Agents from 1991 to 1994. From 1994 to 1997, he was the
chairman of the Advertising Standards Authority of Singapore. He was also a member of the Programme
Advisory Committee of the Singapore Broadcasting Authority. In 1997, he was appointed vice chairman of the
Aljunied Citizen’s Consultative Committee. He is a General Certificate of Education ordinary level holder.
Mr Tay Beng Chuan was appointed as our independent Director on 4 December 2000. He is currently a
Nominated Member of Parliament. He has also, since 1997, been serving as President of The Singapore
Chinese Chamber of Commerce & Industry. He is the chairman of various companies including Paos Industries
Pte Ltd, Premium Funding Singapore Pte Ltd, Guangxi Fanchenggang Yayuan Container Depot & Warehousing
Co Ltd, Fujian Zhangzhou Paint Factory and Guizhou Guiyuan Phos-Chem Inc. These companies are involved
in various businesses including aqua-agro technology resources, insurance premium funding, palm oil industrial
products, acrylic manufacturing, general trading and investments and shipping. In addition, he is the managing
director of Ocean Navigation Pte Ltd, Winnow Investments Pte Ltd and Alor Star Shipping Pte Ltd. He holds a
Diploma of Commerce from the Gordon Technical Institute in Australia.
Mr Wong Meng Yeng was appointed as our independent Director on 4 December 2000. He
graduated from the National University of Singapore in 1983 with a Bachelor of Laws (Honours) degree.
He has been an advocate and solicitor in Singapore with Abraham Low & Partners since 1984 where
he is a partner and heads the corporate practice group. He is currently a member of the audit committee
of Multi-Chem Limited, a company listed on SGX Sesdaq.
11
financial report
contents
Director’s Report
13
Statement by Directors
18
Auditor’s Report
19
Balance Sheets
20
Statements of Profit and Loss
21
Consolidated Statement of Cash Flows
23
Notes to the Financial Statements
25
Statistics of Shareholdings
38
Notice of AGM
39
Proxy Form
41
Director’s Report 31 December 2000
(Amounts in Singapore dollars)
The directors are pleased to present their report to the members together with the audited financial statements of the Company
and the consolidated financial statements of the Company and its subsidiaries (the Group) for the financial year ended 31
December 2000.
Directors
The directors of the Company in office at the date of this report are:
Toh Soon Huat
Phua Ah Kow
Goh Cheng Chua
Chong Hon Kuan, Ivan
Tay Beng Chuan
Wong Meng Yeng
(appointed on 15 February 2000)
(appointed on 4 December 2000)
(appointed on 4 December 2000)
(appointed on 4 December 2000)
Principal Activities
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are as shown in
Note 6 to the accompanying financial statements.
There have been no significant changes in the nature of these activities during the financial year.
Employees
The total number of employees in the Company and the Group at the end of the financial year was Nil and 443 respectively
(1999: Nil and 393).
Results For The Financial Year
Profit after taxation
Minority interests
Profit attributable to members of the Company, being unappropriated profits carried forward
Group
Company
$
$
1,989,220 1,927,204
(93,384)
-
1,895,836 1,927,204
Transfers To or From Reserves or Provisions
Except as shown in the financial statements, there were no material transfers to or from reserves or provisions during the
financial year.
Acquisition and Disposal of Subsidiaries
There were no acquisition or disposal of subsidiaries during the financial year.
13
Director’s Report (continued) 31 December 2000
(Amounts in Singapore dollars)
Issue of Shares or Debentures
During the financial year, the Company increased its authorised, issued and paid up share capital as follows:
(i)
Increase in the authorised share capital of the Company from $10,000,000 comprising 10,000,000 ordinary shares
of $1.00 each to $20,000,000 comprising 20,000,000 ordinary shares of $1.00 each;
(ii)
Capitalisation of a total of $2,226,547 and $728,947 from the revenue reserve account and capital reserve account
respectively by way of a bonus issue of 2,955,494 new ordinary shares of $1.00 each to the Company’s then existing
shareholders on the basis of 1 ordinary share for every 2 shares held in the capital of our Company;
(iii)
Sub-division of 3 existing ordinary shares of $1.00 each in the existing authorised and issued and paid up share capital
of the Company into 20 ordinary shares of $0.15 each; and
(iv)
Issue of 11,000,000 new ordinary shares of $0.15 each at $0.235 per share pursuant to the initial public offering
(“IPO”) of the Company.
The shares issued during the financial year rank pari passu in all respects with the existing ordinary shares of the Company.
No other shares or debentures were issued by the Company or its subsidiaries 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 to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other
body corporate.
Directors’ Interests in Shares and Debentures
The interests of the directors who held office at the end of the financial year in the shares or debentures of the Company and
related corporations (other than wholly owned subsidiaries) were as follows:
Held by director as at
1 January
2000 or date of
appointment if
later
Novena Holdings Limited
Toh Soon Huat
Phua Ah Kow
3,376,036
591,099
31 December
2000
33,760,360
5,910,990
21 January
2001
33,760,360
5,910,990
By virtue of Section 7 of the Companies Act, Cap. 50, Dr Toh Soon Huat is deemed to have an interest in all of the subsidiaries
of Novena Holdings Limited, all of which are wholly-owned at the beginning and at the end of the financial year.
No other director who held office at the end of the financial year had an interest in the shares or debentures of any company in
the Group.
14
Director’s Report (continued) 31 December 2000
(Amounts in Singapore dollars)
Directors’ Contractual Benefits
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than a benefit
included in the aggregate amount of emoluments shown in the financial statements, any fixed salar y of a full-time employee of the
Company, or any emoluments received from a related corporation) by reason of a contract made by the Company or a related
corporation with the director or with a firm of which the director is a member or with a company in which the director has a
substantial financial interest.
Dividends
The directors do not recommend payment of a dividend and no dividend has been paid or declared since the end of the previous
financial year.
Bad and Doubtful Debts
Before the financial statements of the Company were prepared, the directors took reasonable steps to ascertain that proper
action had been taken in relation to the writing off of bad debts and providing for doubtful debts of the Company and satisfied
themselves that no debts are required to be written off and adequate provision had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances which would require any debts to be written off or the
amount of provision for doubtful debts in the Group inadequate to any substantial extent.
Current Assets
Before the financial statements of the Company were prepared, the directors took reasonable steps to ascertain that any current
assets of the Company which were unlikely to realise their book values in the ordinary course of business had been written down
to their estimated realisable values or that adequate provision had been made for the diminution in values of such current assets.
At the date of this report, the directors are not aware of any circumstances 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 charge on the assets of the Company or any corporation in the Group which secures the liabilities
of any other person has arisen since the end of the financial year and no contingent liability of the Company or any corporation
in the Group has arisen since the end of the financial year.
Ability to Meet Obligations
No contingent or other liability of the Company or any 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 will or may substantially affect the ability
of the Company and the Group to meet their obligations as and when they fall due.
Other Circumstances Affecting 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.
15
Director’s Report (continued) 31 December 2000
(Amounts in Singapore dollars)
Unusual Items
In the opinion of the directors, the results of the operations of the Company and of the Group for 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, in the interval between the end of the financial year and the date of this report, no item, transaction
or event of a material and unusual nature likely to affect substantially the results of the operations of the Company and of the
Group for the financial year in which this report is made has arisen.
Share Options
During the financial year, no options to take up unissued shares of the Company or any subsidiary were granted and no shares
were issued by virtue of the exercise of options to take up unissued shares of the Company or any subsidiary.
Corporate Governance
Board of Directors
The Board of Directors (the “Board”) comprises of an executive director (the “chairman”) and five non-executive directors. The
Board holds meetings on a regular basis and is responsible for the corporate governance and strategy of the Group. The Board
supports recent developments to improve corporate governance and confirms compliance with the Best Practices Guide relating
to Audit Committee and Dealings in Securities issued by the Stock Exchange of Singapore Limited.
The Board supervises the management of the business and affairs of the Group. Apart from its statutory responsibilities, the Board
approves the Group’s strategic plans, key operational initiatives, major investment and funding decisions; reviews the financial
performance of the Group and evaluates the performance of senior management personnel and determines the compensation of
the Group Managing Director. These functions are carried out by the Board directly or through Board committees such as the
Audit Committee.
Audit Committee
The Audit Committee comprises one executive director and two independent non-executive directors, one of whom is also the
Chairman of the Committee. The members of the Committee are:
Tay Beng Chuan
Toh Soon Huat
Wong Meng Yeng
(Chairman)
The Committee performs the functions set out in the Companies Act. In performing those functions, the Committee reviewed the
overall scope of both internal and external audits and the assistance given by the Company’s officers to the auditors. The
Committee met with the internal and external auditors to discuss the results of their respective examinations and their evaluation
of the systems of internal accounting controls. The Committee also reviewed the financial statements of the Company and the
consolidated financial statements of the Group for the year ended 31 December 2000, as well as the external auditors’ report
thereon.
The Audit Committee has recommended to the Board of Directors that the auditors, Arthur Andersen, be nominated for reappointment as auditors at the following Annual General Meeting of the Company.
16
Director’s Report (continued) 31 December 2000
(Amounts in Singapore dollars)
Other Information Required by the Singapore Exchange Securities Trading Limited
No material contracts to which the Company or any of its subsidiaries, is a party and which involve directors’ interests subsisted
at the end of the financial year, or have been entered into since the end of the previous financial year.
Auditors
Arthur Andersen have expressed their willingness to accept re-appointment as auditors of the Company.
On behalf of the Board of Directors
TOH SOON HUAT
Director
PHUA AH KOW
Director
Singapore
12 March 2001
17
Statement by Directors
In the opinion of the directors, the financial statements set out on pages 10 to 35 are drawn up so as to give a true and fair view
of the state of affairs of the Company and of the Group as at 31 December 2000, the results and changes in equity of the
Company and of the Group and the cash flows of the Group for the 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 Board of Directors
TOH SOON HUAT
Director
Singapore
12 March 2001
18
PHUA AH KOW
Director
Auditors’ Report to the Members of Novena Holdings Limited
We have audited the financial statements of Novena Holdings Limited and the consolidated financial statements of Novena
Holdings Limited and its subsidiaries as at 31 December 2000 and for the year then ended set out on pages 10 to 35. 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 the audit to obtain reasonable assurance about 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 financial statements and consolidated financial statements are properly drawn up in accordance with the provisions
of the Companies Act and Statements of Accounting Standard in Singapore and so as to give a true and fair view of:
(i)
the state of affairs of the Company and of the Group as at 31 December 2000, the results and changes in equity
of the Company and of the Group and the cash flows of the Group for the year then ended; and
(ii)
the other matters required by Section 201 of the Act to be dealt with in the financial statements and consolidated
financial statements;
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 the auditors’ reports of all subsidiaries of which we have not acted as auditors,
being financial statements included in the consolidated financial statements. The names of these subsidiaries are disclosed in
Note 6 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 the
subsidiaries incorporated in Singapore did not include any comment made under Section 207(3) of the Act.
Arthur Andersen
Certified Public Accountants
Singapore
12 March 2001
19
Balance Sheets
as at 31 December 2000
(Amounts in Singapore dollars)
Note
Share capital and reserves
Share capital
Reserves
Current assets
Stocks
Trade debtors
Deposits and other debtors
Due from affiliated companies (trade)
Due from subsidiaries(non-trade)
Fixed deposits
Cash and bank balances
Current liabilities
Trade creditors
Bills payable to banks
Other creditors and accruals
Provision for tax
Due to affiliated companies (trade)
Due to affiliated companies (non-trade)
Due to a subsidiary (non-trade)
Term loans – current portion
Bank overdrafts
Short term loans
Hire purchase liabilities - current portion
1999
2000
1999
$
$
$
$
10,516,482
4,163,196
5,910,988
5,006,568
10,516,482
83,639
5,910,988
1,045,148
14,679,678
1,657,135
10,917,556
1,505,002
10,600,121
-
6,956,136
-
16,336,813
12,422,558
10,600,121
6,956,136
5(a)
5(b)
6
19,661,946
1,707,636
-
15,089,497
1,679,229
-
6,049,957
6,299,265
7
8
9
7,696,055
2,459,024
1,264,017
154,121
620,167
2,562,918
7,286,933
2,135,517
762,266
366,342
620,167
2,056,461
17,603
4,749,231
165,100
170
649,000
21,201
14,756,302
13,227,686
4,931,934
670,371
2,957,056
1,295,355
3,572,731
1,129,565
43,868
103,040
971,991
1,328,130
1,463,000
173,588
2,978,173
695,576
2,604,176
1,303,000
122,486
129,042
813,211
3,285,252
1,507,500
200,464
327,426
2,904
51,440
-
13,500
-
13,038,324
13,638,880
381,770
13,500
1,717,978
(411,194)
4,550,164
656,871
6,357,293
122,612
270,842
3,546,702
98,612
289,660
-
-
16,336,813
12,422,558
10,600,121
6,956,136
3
4
10
11
12
10
10
13
13
13
14
Net current assets (liabilities)
Non-current liabilities
Term loans - non-current portion
Deferred tax
Hire purchase liabilities - non-current portion
Company
2000
Minority interest
Fixed assets
Land occupancy rights
Subsidiaries
Group
13
14
The accompanying notes are an integral part of the financial statements.
20
Statements of Profit and Loss for the Year ended 31 December 2000
(Amounts in Singapore dollars)
Note
Turnover
Cost of sales
15
Gross profit
Other operating income
Distribution and selling expenses
Administrative expenses
Other operating expenses
Group
Company
2000
1999
2000
1999
$
$
$
$
38,670,824 35,290,076
(23,016,487) (21,411,773)
2,987,919
-
516,000
-
15,654,337
13,878,303
2,987,919
516,000
1,167,909
(4,789,433)
(6,481,978)
(1,954,538)
1,332,758
(4,135,145)
(5,103,852)
(1,204,592)
(49,488)
(249,308)
(10,635)
(106,133)
Profit from operations
Financial expenses - net
17
19
3,596,297
(722,877)
4,767,472
(692,258)
2,689,123
-
399,232
-
Profit before tax
Tax
20
2,873,420
(884,200)
4,075,214
(1,064,178)
2,689,123
(761,919)
399,232
(134,160)
1,989,220
(93,384)
3,011,036
(46,980)
1,927,204
-
265,072
-
1,895,836
-
2,964,056
(153,094)
1,927,204
-
265,072
(153,094)
1,895,836
2,810,962
1,927,204
111,978
3.16
3.16
5.01
5.01
Profit after tax
Minority interests
Profit attributable to shareholders
Dividends
21
Unappropriated profit carried forward
Earnings per share (cents)
Basic
Diluted
22
The accompanying notes are an integral part of the financial statements.
21
Consolidated Statement of Changes in Equity 31 December 2000
(Amounts in Singapore dollars)
Group
Share
capital
Share
Reserve on Translation
premium consolidation reserve
$
$
$
Revenue
reserve
Total
$
$
$
Balance at 1 January 1999
Currency translation differences
Amortisation of reserve on consolidation
Net profit for the year
Dividends (Note 21)
5,910,988 728,947 122,105 588,892
858,305 8,209,237
19,462
19,462
- (122,105)
(122,105)
- 2,964,056 2,964,056
(153,094) (153,094)
Balance at 31 December 1999
5,910,988 728,947
- 608,354 3,669,267 10,917,556
Balance at 1 January 2000
Currency translation differences
Net profit for the year
Bonus issue of shares via capitalisation
of revenue reserve & share premium
Issue of shares in connection with the
Company’s IPO
Share premium arises in connection with
the Company’s IPO(net of expenses)
5,910,988 728,947
-
- 608,354 3,669,267 10,917,556
- 149,505
149,505
- 1,895,836 1,895,836
2,955,494 (728,947)
-
- (2,226,547)
1,650,000
-
-
-
- 1,650,000
-
66,781
-
-
-
10,516,482
66,781
- 757,859 3,338,556 14,679,678
Balance at 31 December 2000
-
66,781
Company
Share capital
Share premium
Revenue reserve
Total
$
$
$
$
Balance at 1 January 1999
Net profit for the year
Dividends (Note 21)
5,910,988
-
728,947
-
204,223
265,072
(153,094)
6,844,158
265,072
(153,094)
Balance at 31 December 1999
5,910,988
728,947
316,201
6,956,136
Balance at 1 January 2000
Net profit for the year
Bonus issue of shares via capitalisation
of revenue reserve & share premium
Issue of shares in connection
with the Company’s IPO
Share premium arises in connection
with the Company’s IPO (net of expenses)
5,910,988
-
728,947
-
316,201
1,927,204
6,956,136
1,927,204
2,955,494
(728,947)
(2,226,547)
-
1,650,000
-
-
1,650,000
-
66,781
-
66,781
10,516,482
66,781
16,858
10,600,121
Balance at 31 December 2000
The accompanying notes are an integral part of the financial statements.
22
Consolidated Statement of Cash Flows for the year ended 31 December 2000
(Amounts in Singapore dollars)
2000
$
1999
$
2,873,420
4,075,214
2,061,047
(10,865)
763,773
(40,896)
207,309
(4,212)
15,260
38,244
1,421,772
(9,500)
(53,665)
718,399
(26,141)
12,000
68,767
(7,858)
(122,105)
5,492
36,375
Operating profit before working capital changes
Decrease (increase) in:
Stocks
Trade debtors
Other debtors, deposits and prepayments
Due from affiliated companies (trade)
Increase (decrease) in:
Trade creditors
Bills payable to banks
Other creditors and accruals
Due to affiliated companies (trade)
Due to affiliated companies (non-trade)
5,903,080
6,118,750
(426,796)
(527,577)
(501,751)
212,220
(591,114)
74,774
(334,141)
(42,479)
(21,117)
599,779
968,555
(78,618)
(26,002)
272,663
15,357
246,129
122,486
(312,210)
Cash generated from operations
Interest paid
Interest received
Income taxes paid
Translation difference
6,101,773
(763,773)
40,896
(1,033,635)
35,549
5,570,215
(718,399)
26,141
(188,699)
-
Net cash generated from operating activities
4,380,810
4,689,258
Cash flow from investing activities
Purchase of fixed assets - net
Proceeds from disposal of fixed asset
Proceeds from sale of an associate
(6,288,738)
42,188
-
(1,344,773)
9,500
300,000
Cash used in investing activities
(6,246,550)
(1,035,273)
Cash flow from financing activities
Repayment of term loans
Hire purchase liabilities
Proceeds from issue of new shares
Drawdown of term loan
Repayment of short term loans
(790,629)
(252,833)
1,716,781
3,760,000
(104,000)
(671,542)
230,931
(1,271,378)
Cash generated from (used in) financing activities
4,329,319
(1,711,989)
Cash flow from operating activities
Profit before tax
Adjustments for:
into ther Depreciation of fixed assets
Gain on disposal of fixed asset
Gain on disposal of associate company
Interest expense
Interest income
Bad debts written off
Provision for doubtful debts
Write back of provision for bad debts
Amortisation of reserve on consolidation
Provision for stock obsolescence
Amortisation of land occupancy right
23
Consolidated Statement of Cash Flows (Continued) for the year ended 31 December 2000
2000
$
1999
$
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
2,463,579
(608,624)
1,941,996
(2,550,620)
Cash and cash equivalents at end of year (Note A)
1,854,955
(608,624)
Note A: Cash and cash equivalents
Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:
2000
$
1999
$
Cash and bank balances
Fixed deposits
Bank overdrafts
2,562,918
620,167
(1,328,130)
2,056,461
620,167
(3,285,252)
Cash and cash equivalents
1,854,955
(608,624)
The accompanying notes are an integral part of the financial statements.
24
Notes to the Financial Statements
31 December 2000
(Amounts in Singapore dollars)
These notes are an integral part of and should be read in conjunction with the accompanying financial statements.
1.
GENERAL
The Company was incorporated in Singapore on 4 November 1993 as a limited exempt private company under the
name of Novena Holdings Pte Ltd. On 7 December 2000, the Company was conver ted into a public limited company
and changed its name to Novena Holdings Limited. The address of the Company’s registered office is 47 Sungei Kadut
Avenue Singapore 729670.
The Company was admitted to the official list of the Singapore Exchange Securities Trading Limited Dealing and Automated
Quotation System (SGX – SESDAQ) on 16 December 2000.
The principal activity of the Company is that of investment holdings. The principal activities of the subsidiaries are as
disclosed in Note 6 to the financial statements.
2.
SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The financial statements, which are expressed in Singapore dollars, are prepared in accordance with Statements of
Accounting Standard in Singapore and under the historical cost convention.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiar y companies.
Significant intercompany balances and transactions have been eliminated on consolidation.
The excess of the fair value of net assets of subsidiaries acquired over the cost of acquisition represents reserve on
consolidation. Reserve on consolidation is amortised over 5 years through the statement of profit and loss.
In the preparation of the consolidated financial statements, the financial statements of the foreign subsidiaries have been
translated from Renminbi to Singapore dollars as follows:
(i)
(ii)
(iii)
all assets and liabllities at the exchange rates approximating those prevalling on the balance sheet dates;
share capital and reserves at historical exchange rates; and
profit and loss items at the average exchange rate for the years
Exchange differences arising from the above translation are taken to translation reserves.
Subsidiaries and associates
Investments in subsidiaries are stated in the financial statements of the Company at cost. Provision is made where there
is a decline in value that is other than temporary.
A subsidiary is a company in which the Group, directly or indirectly, holds more than half of the issued share capital, or
controls more than half of the voting power, or controls the composition of the board of directors.
An associate is a company, not being a subsidiary, in which the Group has an interest of not less than 20% of the equity
and in whose financial and operating policy decisions the Group exercises significant influence.
25
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
2.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Affiliated company
An affiliated company is a company, not being a subsidiary or an associate, in which one or more of the directors or
shareholders of the Company have a significant equity interest or exercise significant influence.
Fixed assets
Fixed assets are stated at cost, less accumulated depreciation.
Leasehold buildings and factory are depreciated using the straight-line method to write off the cost over their lease terms
ranging between 20 to 28 years.
The other fixed assets are depreciated using the staight line method to write-off the cost over their estimated useful lives.
The estimated useful lives have been taken as follows:
Years
Computers
Furniture and fittings
Office equipment
Motor vehicles
Showroom renovation
Air-conditioners
Machinery
3
3-6
3-6
6
3-8
8
8
Land occupancy rights
Land occupancy rights are stated at cost net of recoverable amount, less accumulated amortisation.
Land occupancy rights are amortised using the straight-line method to write off the cost net of recoverable amount, over
the lease term of 50 years.
Finance leases
Fixed assets acquired under finance leases are capitalised and depreciated over their useful lives. The capital elements
of future lease obligations are recorded as liabilities, while the interest elements are charged to income over the period
of the lease to produce a constant rate of charge on the balance of capital repayments outstanding.
Stocks
Stocks are stated at the lower of cost (determined on a first-in, first-out basis) and net realisable value. Cost includes
materials, all direct expenditure and an attributable proportion of overheads. Provision is made for deteriorated, damaged,
obsolete and slow moving stocks.
Turnover and revenue recognition
Sales are recognised net of goods and services tax and discounts when goods have been delivered and accepted by the
customer.
Dividend income is recognised gross on the date it is declared payable by the investee company
Group turnover excludes intercompany transactions.
26
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
2.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Income tax
Income tax expense is determined on the basis of tax effect accounting, using the liability method and is applied to all
significant timing differences. Deferred tax benefits are not recognised unless there is reasonable expectation of their
realisation.
Foreign currencies
Transactions in foreign currencies are recorded in the respective functional currencies using exchange rates approximating
those ruling at the transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are
translated into the respective functional currencies at exchange rates approximating those ruling at that date. All resultant
exchange differences are dealt with through the statement of profit and loss.
Segment Reporting
For management purposes, the Group is organised on a world-wide basis into two major operating businesses. The
businesses are the basis on which the Group reports its primary segment information.
Segment revenue, expenses and results include transfers between business segments Such transfers are accounted for on
an arm’s length basis.
3.
SHARE CAPITAL
2000
$
1999
$
Authorised
- 133,333,333 ordinary shares of $0.15 each
(1999: 10,000,000 ordinary shares of $1.00 each)
20,000,000
10,000,000
Issued and fully paid
At beginning and end of the year
- 70,109,880 ordinary shares of $0.15 each
(1999: 5,910,988 ordinary shares of $1.00 each)
10,516,482
5,910,988
During the financial year, the Company increased its authorised and issued and paid-up share capital as follows:
(i)
Increase in the authorised share capital of the Company from $10,000,000 comprising 10,000,000 ordinary
shares of $1.00 each to $20,000,000 comprising 20,000,000 ordinary shares of $1.00 each;
(ii)
Capitalisation of a total of $2,226,547 and $728,947 from the revenue reserve account and capital reserve
account respectively by way of a bonus issue of 2,955,494 new ordinary shares of $1.00 each to the Company’s
then existing shareholders on the basis of 1 ordinary share for every 2 shares held in the capital of our Company;
(iii)
Sub-division of 3 existing ordinary shares of $1.00 each in the existing authorised and issued and paid up share
capital of the Company into 20 ordinary shares of $0.15 each; and
(iv)
Issue of 11,000,000 new ordinary shares of $0.15 each at $0.235 per share pursuant to the initial public
offering of the Company.
27
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
4.
RESERVES
Group
2000
$
At end of year
Share Premium
Translation reserve
Accumulated profits
Company
1999
$
2000
$
1999
$
66,781
757,859
728,947
608,354
66,781
-
728,947
-
824,640
1,337,301
66,781
728,947
3,338,556
3,669,267
16,858
316,201
16,858
3,321,698
316,201
3,353,066
16,858
-
316,201
-
3,338,556
3,669,267
16,858
316,201
4,163,196
5,006,568
83,639 1,045,148
Retained by:
Company
Subsidiaries
Total
The movement in the reserves are shown in the statement of changes in equity
5(a). FIXED ASSETS
Group
Leasehold
Furniture Office
buildings Factory Computers and fixtures equipment
$
Cost
As at 1.1.2000
Additions
Disposals
Translation difference
As at 31.12.2000
$
$
$
6,911,490 6,099,766 257,190 1,382,357
4,851,354
- 122,773 693,981
(8,452)
61,268
17,124
$
Motor Showroom
Air
vehicles renovation conditioners Machinery Total
$
$
$
$
$
79,776
28,143
-
1,476,317 746,121 209,800 4,470,903 21,633,720
212,790 538,940 26,800
21,096 6,495,877
(71,877)
(80,731) (161,060)
9,006
168,954 256,352
11,824,112 6,099,766 379,963 2,085,010 107,919
1,626,236 1,285,061 236,600 4,580,222 28,224,889
Accumulated depreciation
As at 1.1.2000
Charge for the year
Disposals
Translation difference
1,358,454 1,089,244 219,382
474,473 217,849 61,874
8,595
-
787,457
295,250
(6,021)
6,713
58,220
16,850
-
634,057 493,457 127,467 1,776,485 6,544,223
274,753 259,633 20,933
439,431 2,061,047
(55,382)
(68,334) (129,737)
5,137
66,966
87,410
As at 31.12.2000
1,841,522 1,307,093 281,256 1,083,399
75,070
858,565 753,090 148,400 2,214,548 8,562,943
Charge for 1999
262,512 217,850
25,893
185,412
8,888
247,033 155,503
16,467
302,214 1,421,772
Net book values
As at 31.12.2000
9,982,590 4,792,673
98,707 1,001,611
32,849
767,671 531,971
88,200 2,365,674 19,661,946
As at 31.12.1999
5,553,036 5,010,522
37,808
21,556
842,260 252,664
82,333 2,694,418 15,089,497
594,900
Motor vehicles with net book value of $656,000 (1999: $650,000) were acquired under hire purchase contracts. The
subsidiaries’ factory and leasehold buildings are mortgaged to a bank to secure the bank overdraft and term loans
granted to the subsidiaries (see Note 13).
28
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
5(b).
LAND OCCUPANCY RIGHTS
Group
2000
$
1999
$
1,689,669
(209,088)
227,055
1,689,669
(170,844)
160,404
1,707,636
1,679,229
At beginning of year
Amortisation during the year
170,844
38,244
134,469
36,375
At end of year
209,088
170,844
Cost
Less accumulated amortisation
Translation
Movements in accumulated amortisation during the year are as follows:
6.
SUBSIDIARIES
(a)
Subsidiaries comprise:
Company
2000
$
1999
$
Unquoted equity shares
Cost at beginning of year
Additional investments during the year
6,500,000
-
6,300,000
200,000
Less provision for diminution in value
6,500,000
(450,043)
6,500,000
(200,735)
6,049,957
6,299,265
At beginning of year
Provision during the year
200,735
249,308
94,602
106,133
At end of year
450,043
200,735
Movements in provision for diminution in value during the year are as follows:
(b)
The Company and the Group had the following subsidiaries as at 31 December 2000 -
Name
Held by the Company
Novena Furnishing
Centre Pte Ltd
Castilla Design Pte Ltd
Principal activity
Trading of household and
office furniture
Trading of household
and office furniture
Novena Investment Pte Ltd Investment holding
The White Collection Pte Ltd Retailing of furniture
and furnishing
Dorino Furnishing Pte Ltd
Dormant
Country of
incorporation and Effective equity
place of business held by the Group
Cost of investment
2000
%
1999
%
2000
$
Singapore
100
100 4,300,000 4,300,000
Singapore
100
100 1,000,000 1,000,000
Singapore
Singapore
100
100
100 1,000,000 1,000,000
100
100,000 100,000
Singapore
100
100
100,000
1999
$
100,000
6,500,000 6,500,000
29
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
6.
SUBSIDIARIES (cont’d)
(b)
The Company and the Group had the following subsidiaries as at 31 December 2000 -(continued)
Name
Held by subsidiaries
Shenzhen Calo Novena
Furnishing Co. Ltd *
Suzhou Novena Furniture
Co. Ltd *
Principal activity
Country of
incorporation and
place of business
Effective equity
held by the Group
Cost of investment
2000
%
1999
%
2000
$
1999
$
547,500
547,500
Manufacture and
retail of office,
household and
custom-made furniture
People’s Republic of
China
60
60
Manufacture and retail
of office, household and
custom-made furniture
People’s Republic of
China
75
75
3,202,320 3,202,320
* Audited by our associate firms of Arthur Andersen in the People’s Republic of China.
7.
STOCKS
Group
2000
$
1999
$
Raw materials
Work-in-progress
Finished goods
647,922
324,958
6,801,509
488,457
211,861
6,647,275
Less provision for stock obsolescence
7,774,389
(78,334)
7,347,593
(60,660)
7,696,055
7,286,933
At the beginning of the year
Provision for the year
Translation
60,660
15,260
2,414
55,000
5,492
168
At the end of the year
78,334
60,660
Movement in provision for stock obsolescence during the year
8.
TRADE DEBTORS
Group
2000
$
1999
$
2,876,787
(417,764)
2,349,210
(213,693)
2,459,023
2,135,517
At beginning of year
Provision for the year
Write back of provision
Translation
213,693
207,309
(4,212)
974
152,507
68,767
(7,858)
277
At end of year
417,764
213,693
Trade debtors
Less provision for doubtful debts
Movements in provision for doubtful debts during the year are as follows:
30
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
9.
DEPOSITS AND OTHER DEBTORS
Group
Deposits
Other debtors
10.
Company
2000
$
1999
$
2000
$
1999
$
837,944
426,073
493,293
268,973
17,603
170
1,264,017
762,266
17,603
170
DUE FROM SUBSIDIARIES (NON-TRADE)
DUE TO AFFILIATED COMPANIES (NON-TRADE)
DUE TO A SUBSIDIARY (NON-TRADE)
These balances are unsecured, non-interest bearing and are expected to be settled within a year.
11.
FIXED DEPOSITS
Fixed deposits of a subsidiary are held under lien to a bank as a debenture over the subsidiary’s loans (see Note 13).
12.
OTHER CREDITORS AND ACCRUALS
Group
2000
$
Accrued operating expenses
Customers’ deposits
Other creditors
13.
Company
1999
$
2000
$
1999
$
931,356
686,616
1,470,857 1,382,813
1,170,518
534,747
327,426
13,500
3,572,731 2,604,176
327,426
13,500
BANKING FACILITIES
Group
Due within 12 months
Term loans
Building loan
Factory loan
2000
$
1999
$
Due after 12 months
2000
$
1999
$
416,994 118,862 4,515,865 1,325,870
554,997 694,349 1,841,428 2,220,832
971,991 813,211 6,357,293 3,546,702
2000
$
1999
$
Bank overdrafts
1,328,130 3,285,252
Short term loans
1,463,000 1,507,500
31
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
13.
BANKING FACILITIES (cont’d)
(i)
Buildings loans
The building loans comprise two separate loans, each undertaken by a subsidiary.
The first building loan is payable in 180 equal monthly instalments commencing 31 March 1994. Interest is
charged at the prevailing bank prime rate plus 0.5% per annum. This loan is secured by a fixed and floating
charge on all the subsidiary’s building and personal guarantees of two directors of the Company.
The second building loan is payable in 120 equal monthly instalments commencing 1 June 2000. Interest is
charged at the prevailing bank rate for the first three years, and at the prime rate plus 0.75% per annum thereafter.
The loan is secured by a first legal mortgage on the subsidiay’s building and the joint and several personal
guarantees of two directors of the Company.
(ii)
Factory loan
The factory loan is payable in 120 equal monthly instalments commencing 1 December 1995. Interest is
charged at 6.5% per annum. This loan is secured by a fixed and floating charge on all the subsidiary’s assets and
undertakings and a first legal mortgage on the subsidiary’s factory and personal guarantees of two directors.
(iii)
Bank overdrafts
The bank overdrafts of a subsidiary are secured by an existing charge on the fixed deposits of the subsidiary.
(iv)
Short term loans
The short term loans comprise two separate loans each undertaken by a subsidiary.
The first short term loan bears interest at a rate of 7.02% per annum and is secured by the subsidiary’s buildings.
The second short term loan bears interest at a rate of 7.61% per annum and is guaranteed by Shenzhen Calo
Industrial Development Co., Ltd, a joint venture partner of the subsidiary.
14.
32
HIRE PURCHASE LIABILITIES
Group
Payments
$
Interest
$
Principal
$
2000
Between 1 year to 5 years
More than 5 years
303,536
10,318
41,024
1,988
262,512
8,330
Within 1 year
313,854
197,060
43,012
23,472
270,842
173,588
510,914
66,484
444,430
1999
Between 1 year to 5 years
More than 5 years
327,605
-
37,945
-
289,660
-
Within 1 year
327,605
233,722
37,945
33,258
289,660
200,464
561,327
71,203
490,124
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
15.
TURNOVER
Turnover represents sales of goods in the normal course of business. Intra-group transactions have been excluded from
Group turnover.
16.
PERSONNEL EXPENSES
Group
2000
$
Wages and salaries
Pension contributions
Other social expenses
17.
Company
1999
$
2000
$
1999
$
4,263,408 3,554,809
322,216
267,271
170,029
132,254
6,177
1,723
-
-
4,765,653 3,954,334
7,900
-
PROFIT FROM OPERATIONS
This is determined after charging (crediting) the following:
Group
2000
$
Amortisation of land use rights
Amortisation of reserve on consolidation
Auditors’ remuneration
- payable to the auditors of the Company
- other auditors
Bad debts written off
Bad debt recovered
Depreciation of fixed assets
Directors’ remuneration (see Note 18)
Foreign exchange loss (gain), net
Gain on disposal of fixed assets
Gain on disposal of associated company
Provision for doubtful trade debts
Provision for stock obsolescence
Provision for diminution in value of investment
Personnel expenses (see Note 16)
Write back of provision for doubtful debts
Rental expenses
Rental income
Company
1999
$
2000
$
1999
$
38,244
-
36,375
(122,105)
-
-
76,000
25,000
(12,000)
2,061,047
222,959
51,205
(10,865)
207,309
15,260
4,765,653
(4,212)
3,074,890
(868,014)
43,000
28,000
12,000
1,421,772
121,220
(53,006)
(9,500)
(53,665)
68,767
5,492
3,954,334
(7,858)
2,698,793
(666,462)
30,000
6,000
142,880
249,308 106,133
7,900
-
33
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
18.
DIRECTORS’ REMUNERATION
Number of directors of the Company in remuneration bands
$500,000 and above
$250,000 to $499,000
Below $250,000
19.
1999
1
1
FINANCIAL EXPENSES - NET
Group
20.
2000
Company
2000
$
1999
$
2000
$
1999
$
Interest expense
- bank overdrafts
- banking facility
- term loan
- hire purchase
- others
232,979
503,274
27,520
-
176,605
98,254
422,128
18,490
2,922
-
-
Interest income
763,773
(40,896)
718,399
(26,141)
-
-
722,877
692,258
-
-
TAX
Group
2000
$
Current tax
- current year
- over provision in prior year
Deferred tax
- current year
- deferred tax credit during the year
- overprovision in respect of prior years
Company
1999
$
860,200
-
1,124,637
(13,135)
24,000
-
14,676
(24,000)
(38,000)
884,200
1,064,178
2000
$
1999
$
761,919 134,160
-
-
761,919 134,160
The Group and Company
The Group and the Company’s current year tax charges are higher than the amount obtained by applying the statutory
income tax rate on profit before taxation mainly due to certain non-deductible items added back for tax purposes.
21.
DIVIDENDS
No dividends were declared during the year (1999: 3.5cents less tax at 26%).
34
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
22.
EARNINGS PER SHARE
Earnings per share is calculated by dividing the Group’s profit after taxation and minority interest of $1,895,876 (1999:
$2,964,056) by the weighted average number of shares in issue during the year of 60,026,547 (1999: 59,109,880)
shares.
23.
RELATED PARTY INFORMATION
In addition to the related party information disclosed elsewhere in the financial statements, significant transactions with
related parties on terms agreed between the parties, were as follows:
Group
Company
2000
$
Associated companies
Income
Sales
Affiliated companies
Income
Sales
Subsidiaries
Income
Dividend income
Delivery, rental and administrative fees
24.
1999
$
2000
$
1999
$
-
645,243
-
-
433,788
781,787
-
-
-
-
2,987,919 516,000
157,922 177,000
CONTINGENT LIABILITIES AND COMMITMENTS
(a)
Contingent liabilities
Group
2000
$
Unsecured contingent liabilities not provided for in the financial statements:
- unused letters of credit
- guarantees in lieu of showroom rental deposits
1999
$
285,000
265,000
220,000
382,000
550,000
602,000
35
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
24.
CONTINGENT LIABILITIES AND COMMITMENTS (cont’d)
(b)
Non-cancellable operating lease commitments
The Company has various operating lease agreements for subsidiaries’ factory land and showrooms. Most
leases contain renewable options. Lease terms do not contain restrictions on the Company’s activities concerning
dividends, additional debt or further leasing.
Group
2000
$
1999
$
4,382,000
8,684,000
4,792,000
1,748,000
3,840,000
4,633,000
17,858,000
10,221,000
Future minimum lease payments
- within 1 year
- between 2 years to 5 years
- more than 5 years
(c)
Financial support to subsidiaries
The Company has committed to provide financial support to its subsidiaries, Suzhou Novena Furniture Co. Ltd.,
Novena Investment Pte Ltd and Castilla Design Pte Ltd as the said subsidiaries are in net current liability positions
of approximately $1,035,000, $2,317,000 and $902,000 as of 31 December 2000.
25
GROUP SEGMENTAL INFORMATION
(a)
Analysis by Business Segments
The Group is organised on a worldwide basis into two main operating divisions, namely:
- Manufacturing
- Retail
Other operation includes investment income.
Inter-segment pricing is on an arm’s length basis.
2000
Turnover
External sales
Inter-segment sales
Manufacturing
Retail
Others
Eliminations
Group
$
$
$
$
$
4,106,819 34,654,005
2,780,469
- 2,987,919
- 38,670,824
(5,768,388)
-
Total sales
Operating profit
Financial expenses – net
Tax
Minority interests
Net profit for the year
Assets
Liabilities
Capital expenditure
Depreciation and amortisation
Other non-cash expenses
36
38,670,824
223,607
(99,130)
-
3,427,608 2,689,123
(623,747)
(884,200)
-
(761,919)
-
(2,744,041)
-
3,596,297
(722,877)
761,919
(93,384)
(884,200)
(93,384)
1,895,836
9,306,075 30,432,27113,435,343 (17,047,805) 36,125,884
3,755,982 21,230,835 2,835,222 (8,032,968) 19,789,071
15,333 6,480,544
- 6,495,877
625,126 1,474,165
- 2,099,291
47,361
160,131
243,878
(243,878)
207,492
Notes to the Financial Statements (Continued) 31 December 2000
(Amounts in Singapore dollars)
25
GROUP SEGMENTAL INFORMATION (cont’d)
(a)
1999
Turnover
External sales
Inter-segment sales
Manufacturing
Retail
Others
Eliminations
Group
$
$
$
$
$
3,523,028 31,767,048
3,901,045
-
516,000
- 35,290,076
(4,417,045)
-
Total sales
35,290,076
Operating profit
Financial expenses – net
115,538
(148,865)
4,646,943
(543,393)
407,592
-
(402,601)
-
4,767,472
(692,258)
Tax
-
(1,064,178)
(134,160)
134,160
(1,064,178)
Minority interests
-
-
-
(46,980)
(46,980)
Net profit for the year
2,964,056
Assets
Liabilities
Capital expenditure
Depreciation and amortisation
Other non-cash expenses
(b)
8,814,860 24,674,522 9,419,238 (12,912,208) 29,996,412
3,597,500 15,166,747 2,463,102 (3,653,495) 17,573,854
32,810
1,336,963
1,369,773
467,749
990,398
1,458,147
(2,366)
17,602
91,608
(213,713)
(106,869)
Analysis by Geographical segments
Sales to external customers are based on the location of customers regardless of where the goods are produced.
Assets and capital expenditures are based on the location of those assets.
Sales to external customers
2000
$
Singapore
People’s Republic
of China
Others
1999
$
31,249,829 30,147,768
2000
$
Capital expenditure
1999
$
2000
$
27,265,630 21,521,986
1999
$
6,480,544 1,336,963
4,016,819
3,523,028
8,860,254
8,474,426
15,333
32,810
3,404,176
1,619,280
-
-
-
-
38,670,824 35,290,076
26.
Assets
36,125,884 29,996,412
6,495,877 1,369,773
COMPARATIVES
The presentation and classification of items in the financial statements have been changed due to the adoption of the
requirements of SAS 1 (Revised 1999) “Presentation of Financial Statements”, SAS 15 (Revised 1999) “Leases” and SAS
23 “Segment Reporting”. As a result, additional lines have been included on the face of the balance sheets and profit
and loss accounts, and statements of changes in equity have been presented as required by SAS 1 (Revised 1999).
Financial lease obligations have been analysed to disclose a reconciliation of the total minimum lease payments at the
balance sheet date, and their present value, for periods not later than one year, later than one year and not later than five
years and more than five years as required by SAS 15 (Revised 1999). Segment information has also been analysed to
include information on segment liabilities and capital expenditure. Comparative figures have been adjusted to conform
with the current year’s presentation.
37
Statistics of Shareholdings as at 10 April 2001
ANALYSIS OF SHAREHOLDINGS AS AT 10 APRIL 2001
Number of
Range of Shareholdings
Shareholders
1
1,001
10,001
1,000,001
1,000
10,000
- 1,000,000
and
above
126
276
79
6
487
No of
Shares
%
25.87
56.68
16.22
1.23
100.00
%
126,000
1,047,000
11,433,100
57,503,780
70,109,880
0.18
1.49
16.31
82.02
100.00
Number of
Shares Held
%
33,760,360
5,910,990
5,910,990
5,910,990
4,237,150
1,773,300
841,000
804,000
715,000
700,000
652,000
591,100
564,000
510,000
508,000
508,000
492,000
478,000
463,000
458,000
48.15
8.43
8.43
8.43
6.04
2.53
1.20
1.15
1.02
1.00
0.93
0.84
0.81
0.73
0.73
0.73
0.70
0.68
0.66
0.65
65,787,880
93.84
TOP 20 SHAREHOLDERS LIST AS AT 10 APRIL 2001
S/No. Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
TOH SOON HUAT
NTUC INCOME INSURANCE CO-OPERATIVE LTD
PHUA SIEW HUA
PHUA AH KOW
LEE KEK CHOO
TOH LOO HEOK
ONG SOON LIONG
TAN HIAN THENG
CHEONG THIAM HOCK
TAN YONG KWANG
CHAN LAY MAY KATHY
CHONG HON KUAN IVAN
SINGAPORE NOMINEES PTE LTD
UOB KAY HIAN PTE LTD
CHI CHIA MING
SIM HUA KIEW
SIM MUI HUA
CHUA NOY HUAN
YEO KWANG NGANG
TAY HANG CHO
SUBSTANTIAL SHAREHOLDERS AS AT 10 APRIL 2001
Number of shares
registered in the
name of the
substantial shareholder
Number of
shares in which
substantial shareholder is
deemed to have an interest
Total
Percentage (%)
33,760,360
6,010,450
39,770,810
56.73
Phua Ah Kow
5,910,990
5,910,990
11,821,980
16.86
NTUC Income Insurance
Co-operative Limited
5,910,990
-
5,910,990
8.43
Phua Siew Hua @
Chearn Siew Hua
5,910,990
-
5,910,990
8.43
Lee Kek Choo
4,237,150
-
4,237,150
6.04
Name of substantial
shareholder
Dr Toh Soon Huat
38
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 47 Sungei Kadut Avenue Singapore
729670 on Friday, 18 May 2001 at 1.00 p.m. for the following purposes:ORDINARY BUSINESS
1
To receive and adopt the Financial Statements for the year ended 31 December 2000 and the Reports of the Directors
and Auditors thereon.
2
To re-elect the following Directors who being eligible offer themselves for re-election:(a)
Mr Phua Ah Kow retiring pursuant to Article 104 of the Company’s Articles of Association.
(b)
Mr Chong Hon Kuan Ivan retiring pursuant to Article 108 of the Company’s Articles of Association.
(c)
Mr Tay Beng Chuan retiring pursuant to Article 108 of the Company’s Articles of Association.
Note : Mr Tay Beng Chuan, if re-elected, will remain an Audit Committee Member and Chairman of the Audit
Committee and will be considered an independent Director.
(d)
Mr Wong Meng Yeng retiring pursuant to Article 108 of the Company’s Articles of Association.
Note : Mr Wong Meng Yeng, if re-elected, will remain an Audit Committee Member and will be considered an
independent Director.
3
To re-appoint Arthur Andersen as Auditors of the Company and to authorise the Directors to fix their remuneration.
SPECIAL BUSINESS
4
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions, with or without any modifications:(a)
“That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange
Securities Trading Limited, authority be and is hereby given to the Directors of the Company 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% 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% 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 the date by
which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”
(b)
“That authority be and is hereby given to the Directors of the Company to offer and grant options in accordance
with the provisions of The Novena Holdings Limited Share Option Scheme (the “Scheme”) and to allot and issue
from time to time such number of shares in the Company as may be required to be issued pursuant to the exercise
of options under the Scheme provided that the aggregate number of shares to be issued pursuant to the Scheme
shall not exceed 15% of the total issued share capital of the Company from time to time.”
39
Notice of Annual General Meeting
(c)
5
“That approval be and is hereby given for the purposes of Chapter 9A of the Listing Manual of the Singapore
Exchange Securities Trading Limited for the Company, its subsidiaries and target associated companies (if any) 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 Prospectus dated 9 December 2000 (the “Prospectus”) with the interested
persons described in the Prospectus, and that such approval (the “Shareholders’ Mandate”) shall, unless revoked
or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General
Meeting of the Company; and the Directors of the Company be and are hereby authorised to complete and do
all such acts and things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the Shareholders’ Mandate.”
To transact such other business as can be transacted at an Annual General Meeting of the Company.
By Order of the Board
Heng Hang Siong/Lim Bee Eng
Joint Company Secretaries
Singapore,
2 May 2001
Note
A member entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies to attend and vote
on his behalf. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be
represented by each proxy. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies must
be deposited at the registered office of the Company at 47 Sungei Kadut Avenue Singapore 729670 not less than 48 hours
before the time appointed for the holding of the Annual General Meeting.
Statement pursuant to Article 64 of the Company’s Articles of Association
The ordinary resolution proposed in item 4(a) is to authorise the Directors of the Company to issue shares up to 50% of the
Company’s issued share capital, with an aggregate sub-limit of 20% of the Company’s share capital for any issue of shares not
made on a pro-rata basis to shareholders of the Company.
The ordinary resolution proposed in item 4(b) is to authorise the Directors of the Company to offer and grant options in accordance
with the provisions of The Novena Holdings Limited Share Option Scheme and to allot and issue shares thereunder.
The ordinary resolution proposed in item 4(c) is to renew the Shareholders’ Mandate to facilitate the Interested Person Transactions
described in the Prospectus.
40
Proxy Form
I/We
NRIC/Passport No.
of _______________________________________________________________________________________________________
being a member/members of Novena Holdings Limited hereby appoint
Name
Address
NRIC/
Passport No.
Proportion of
Shareholdings
(%)
Address
NRIC/
Passport No.
Proportion of
Shareholdings
(%)
and/or (delete as appropriate)
Name
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessar y, to demand a poll at the Annual
General Meeting of the Company to be held at 47 Sungei Kadut Avenue Singapore 729670 on Friday, 18 May 2001 at 1.00
p.m. and at any adjournment thereof.
(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set
out in the Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/
they may think fit, as he/they will on any other matter arising at the Annual General Meeting.)
No.
Resolutions
1
To adopt Financial Statements and Reports
2(a)
To re-elect Mr Phua Ah Kow as Director
2(b)
To re-elect Mr Chong Hon Kuan Ivan as Director
2(c)
To re-elect Mr Tay Beng Chuan as Director
2(d)
To re-elect Mr Wong Meng Yeng as Director
3
To re-appoint Arthur Andersen as Auditors
4(a)
To authorise Directors to issue shares pursuant to Section 161 of the Companies Act, Cap. 50
4(b)
To authorise Directors to grant options and issue shares under The Novena Holdings Limited
Share Option Scheme
4(c)
To renew Shareholders’ Mandate for Interested Person Transactions
Dated this
For
day of
Against
2001
Total Number of Shares Held
Signature(s) of Member(s) or Common Seal
IMPORTANT
PLEASE READ NOTES OVERLEAF
41
Proxy Form
Notes
42
1
Please insert the total number of shares held by you. If you have shares entered against your name in the Depository
Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number. If you have shares
registered in your name in the Register of Members of the Company, you should insert that number. 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. If no number is inserted, this form of proxy will be deemed to relate to all the shares
held by you.
2
A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to
attend and vote on his behalf. A proxy need not be a member of the Company.
3
The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 47 Sungei Kadut
Avenue Singapore 729670 not less than 48 hours before the time appointed for the meeting.
4
Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by
each proxy. If no such proportion or number is specified the first named proxy may be treated as representing 100% of
the shareholding and any second named proxy as an alternate to the first named.
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 under
its common seal or under the hand of its attorney duly authorised.
6
Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of
attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be
lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
7
A corporation which is a member may authorise by resolution of its directors or other governing body such person as it
thinks fit to act as its representative at the meeting, in accordance with Section 179 of the Companies Act, Cap. 50.
8
The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or
where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the
instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an
instrument of proxy if the member, being the appointor, is not shown to have shares entered against his name in the
Depository Register as at 48 hours before the time appointed for holding the meeting, as certified by The Central
Depository (Pte) Limited to the Company.
47 Sungei Kadut Avenue
®
Singapore 729670 Tel: 763 3233 Fax: 368 2588
http://www.novenaholdings.com
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NOVENA
NOVENA HOLDINGS LIMITED