For personal use only ACLDT 2011 Inside Cover FA.ai 1 11/5/11 2:49 PM
ACLDT 2011 Inside Cover FA.ai 1 11/5/11 2:49 PM
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For personal use only Dedicated to Healing.
Powered by Innovation.
For personal use only Asian Centre for Liver Diseases
and Transplantation Limited
ABN NUMBER 42 091 559 125
Annual Report for the year ended 31 August 2011
For personal use only Table of Contents
04 Corporate directory
05 Chairman’s Message
07 Executive Director’s Message
10 Profi le of Board of Directors
12 Profi le of Doctors and Key Management
15 Financial review
17 Patient’s Testimonal - Baby Ethan’s miracle story
19 Corporate governance statement
24 Directors’ report
33 Auditor’s Independence Declaration
36 Statement of comprehensive income
37 Statement of fi nancial position
38 Statement of changes in equity
39 Statement of cash fl ows
40 Notes to the fi nancial statements
70 Directors’ declaration
71
Independent auditor’s report
74 Shareholder information
For personal use only Corporate directory
Directors
Dato’ Dr Kai Chah Tan (Executive Chairman)
Ms Pamela Anne Jenkins (Executive Director)
Mr Wing Kwan Teh (Non-Executive Director)
Mr Heng Boo Fong (Independent Non-Executive Director)
Mr Harry Vui Khiun Lee (Independent Non-Executive Director)
Company Secretary
Dario Nazzari
Registered Offi ce
25 Peel Street
Adelaide SA 5000
Tel: +61 8 8110 0999
Fax: +61 8 8110 0900
Website: www.asianlivercentre.com.sg
Auditors
Grant Thornton Audit Pty Ltd
Level 1, 67 Greenhill Road
Wayville SA 5034
Tel: +61 8 8372 6666
Fax: +61 8 8372 6677
Banker
Westpac Banking Corporation
447 Bourke Street
Melbourne VIC 3000
Share registry
Computershare Investor Services Pty Ltd
Level 5, 115 Grenfell Street
Adelaide SA 5000
Tel: +61 8 8236 2300
Fax: +61 8 9473 2408
Stock Exchange Listing
The Company’s shares are quoted on the Offi cial List of
Australian Securities Exchange Limited.
ASX Code : AJJ
0404
For personal use only What defi nes us…
DD
Dato’ Dr Kai Chah Tan
DaDD
D
D.P.M.P., MBBS(MAL), FRCS(EDIN)
PMMD.P.M
Executive Chairman and Surgeon,
E
Exe
HH
HepHeepp
Hepatobiliary / Transplant
05
For personal use only Chairman’s Message
Dear Shareholders,
In presenting to you this annual scorecard – our
second as a corporation listed on the Australian
Securities Exchange – I draw your attention to two
major highlights of the year under review.
The fi rst is that our reputation for high-quality
specialist medical care continues to be in demand in
spite of economic uncertainties sweeping the globe.
Asian Centre for Liver Diseases and Transplantation
(“ACLDT”) conducted 21 transplantations in the year
under review, one less than the year earlier while the
number of patient transactions rose 15% to 15,023,
respectively. Along with higher sales of medication,
our revenue increased to S$20.8 million from S$20.5
million over the comparative fi nancial years.
The second is that, mindful of our unrelenting
focus to improve the range of medical care and
enhance shareholder value over the longer term, we
streamlined our operations even as we increased our
capabilities in the year under review. Since our listing
in 2009 we have added headcount, most notably of
two specialists while strengthening management and
support functions.
The increased capability means we can now serve
more patients while ensuring the high quality of
service and medical excellence which we are known
for. Given that, we have reduced reliance on third-
party consultants as we can now handle more cases
in-house. At the same time, we now have experienced
surgeons and support staff who can help us cope
with our expanded network to include a new clinic in
Singapore, and satellite clinics or centres in Malaysia
and Vietnam.
The improved capabilities, expanded network and
increased management depth also mean that we have a
stronger value proposition as we contemplate alliances
and explore opportunities for future growth.
Had it not been for these investments (the costs of
which were not capitalised), additional employee
benefi ts and such fi xed operating expenses, our net
profi t attributable to shareholders in FY2011 would
have been higher than the S$1.6 million recorded
(FY2010: S$2.3 million). Accordingly, our earnings
per share declined to 0.86 S cent from 1.24 S cents,
respectively. Notably, our balance sheet remains
strong with cash at bank increasing sharply by 74.5%
or S$2.2 million to S$5.2 million as at 31 August
2011. We do not have bank borrowings during the
year under review and our expansion plans have been
fi nanced by internally-generated funds.
During the fi nancial year, Mr Wing Kwan Teh and
Mr Harry Vui Khiun Lee joined us as Non-Executive
Directors on 31 January 2011 and 18 April 2011,
respectively, and Dr Vincent Lai, a Gastroenterologist
and specialist in acute liver failure, joined us in
January 2011.
FY2011 has been a year in which we strengthened and
widened our capabilities with a clear vision to provide
high-quality medical care while enhancing shareholder
value. Many people have contributed much during
this period under review – the directors, staff and
management, and business partners, as well as our
patients and loyal shareholders.
Given our strong cash fl ow position, the board of
directors has proposed a fi nal dividend of A$0.002 per
share on top of the interim dividend of A$0.001 paid in
May 2011, bringing the total dividend for FY2011 to
A$0.003.
On behalf of the Board of directors, we express our
deep appreciation. We look forward to your continued
support in the year ahead as we continue to realise the
LDT.
visionon aandd promise of ACCLDDT.
vision and promise of ACLDT.
Dato’ Dr Kai CChahah Taann
Dato’ Dr Kai Chah Tan
Executive Chairman
06
For personal use only
Ms Pamela Anne Jenkins
RGN, B Sc (Hons), MBA
Executive Director
07
For personal use only Executive Director’s
Message
In last year’s Annual Report, I mentioned that our
listing on the Australian Securities Exchange marked
the start of a transformational year in which we laid
the corporate, operational and human resources
frameworks for robust future expansion. If I could
summarise the events in the year under review, I
would say that it was a period in which ACLDT
consolidated itself after a hectic period of building
the necessary frameworks to prepare for the next
level of growth. As depicted on this year’s Annual
Report cover, the motif of two livers shaped in the
form of a butterfl y, captures ACLDT’s metamorphosis
from an established regional liver centre into a
global healthcare brand offering world-class quality
healthcare to all our patients.
Strengthening of the medical team
Dr Vincent Lai, a leading gastroenterologist and
specialist in acute liver failure who joined us in
January 2011 from the National University Hospital,
has immediately made an impact to the organisation.
Apart from his medical duties at our centres in
Singapore, Dr Lai is also heavily involved in the
operations at our centres in Vietnam and Malaysia. In
Vietnam, he has conducted several seminars and talks
on liver-related diseases organised by various hospitals
and healthcare agencies in Vietnam. These seminars
have helped to increase the awareness of liver-
related diseases and the treatments available to the
Vietnamese community and also raised the profi le of
Asian Liver Centre Vietnam (“ALCVN”) in Vietnam.
The recruitments that we made to our medical team
since our listing on the ASX in 2009 have given us
the capacity to expand horizontally and support our
overseas ventures. As a result, we have suffi cient
doctors now to manage our new centres and cater to
the increase in patient numbers, as refl ected in the
15.0% rise in patient transactions compared to the
previous fi nancial year.
Satellite clinic in Vietnam
The clinic in Vietnam was our fi rst satellite clinic
and our maiden venture overseas. Getting the centre
opened on 11 September 2010 was a huge challenge
for our relatively small management team but with the
help of our local Vietnamese partner, we completed the
building and had it functional on schedule.
Our Singapore-based specialist travels regularly to the
centre to provide consultation, diagnosis and to advise
Vietnamese and expatriate patients. For the fi nancial
year ended 31 August 2011, the patient transactions
from this clinic formed approximately 2.4% of the
Group’s total for the year. Financially, ALCVN
recorded a net loss of $0.3 million for FY2011 with
ACLDT absorbing approximately $0.2 million as
a 70% shareholder. The result was in line with our
expectations, being the fi rst year of operation. As with
most start-ups in a foreign country and, especially
for ALCVN as the fi rst foreign private medical
centre in Vietnam, there is a gestation period but we
are confi dent the coming fi nancial year will see an
improvement.
The experience of the centre in Ho Chi Minh
City provided many valuable lessons in operating
an overseas medical centre. Local experience,
knowledge and connections are vital in the success
of any business overseas, something which our
local partner, Hoa Lam Consultant Investment Ltd
(“HL”), possesses. HL fi rst indicated its intention to
have a larger role in the operations of the centre in
August 2011 and on 3 October 2011, both ACLDT
and HL formalised the roadmap for HL to play a
signifi cantly active role in ALCVN. HL will be
more heavily involved in the marketing and business
development aspects of ALCVN and leverage on its
local knowledge and connections within Vietnam.
ACLDT will continue to provide the required clinical
expertise to ensure that the standards and quality of
clinical care are maintained. To compensate HL for
its increased involvement in the joint-venture, both
parties have agreed for ALCVN to allot and issue
new shares to HL. A new Joint-Venture Agreement
will be drafted and executed to refl ect the change in
shareholdings and shareholders’ responsibilities. The
new shares issued to HL will subsequently make it the
majority shareholder at 67.86% and dilute ACLDT’s
shareholdings from 70% currently to 30%.
Proceeds from the issue of the new shares will
strengthen ALCVN’s balance sheet, with the funds
earmarked for increased marketing and business
development efforts which will translate into
increased awareness and patient numbers. One
initiative implemented is the recruitment of a local
Gastroenterologist, Dr Dang Thi Dong Phuong, who
joined ALCVN on 10 October 2011. With Dr Phuong
on board, ALCVN is able to see and treat patients
when ACLDT’s Singapore-based doctor is not there,
hence enabling the centre to continuely generate
income.
08
For personal use only New Clinic at Mount Elizabeth Medical Centre Singapore
In July 2010, ACLDT announced that it had entered
into a service agreement with Panasia Surgery Pte
Ltd located at Mount Elizabeth Medical Centre.
This allowed us to begin to tap into the patient pool
at Singapore’s largest private hospital which is under
Parkway Holdings Limited, a leading healthcare
provider in Asia with 16 hospitals and more than 3,000
beds across Asia. On 6 September 2011, we offi cially
opened a new ACLDT liver specialist clinic at Mount
Elizabeth Medical Centre, thus increasing our
presence to a greater degree. We are excited by this
development as ACLDT now has physical presence in
two of the largest private hospitals in Singapore which
are premium destinations for overseas patients seeking
treatment in Singapore.
for the assessment of prognosis and for evidence of
progressive disease (fi brosis) in disorders such as
hepatitis C virus (“HCV”) infection or non-alcoholic
fatty liver disease. Currently, most liver histology is
obtained by percutaneous liver biopsy for the presence
of fi brosis or cirrhosis. FibroScan® uses a modifi ed
ultrasound probe to measure the velocity of a shear
wave created by a vibratory source and is totally non-
invasive and painless, adding to the patient’s comfort.
Estimates of stiffness of the liver by ultrasound
correlate with stage of fi brosis.
We have conducted more than 100 examinations since
purchasing the FibroScan® and we hope to capitalise
further on the use of this device to enhance our overall
patient care.
Liver Clinic in Malaysia
In early 2011, a collaboration between ACLDT and
Mawar Renal Medical Centre (“Mawar”) was put in
place to provide consultation in Malaysia for patients
with liver and gastro diseases. Mawar is located in
Seremban and is an independent Non-Profi t and Non-
Government Organisation (“NGO”) which helps poor
patients with mainly kidney and other diseases. The
profi t that ACLDT makes from its monthly visits is
shared with Mawar, which in turn, is used to subsidise
costs for its patients at its kidney dialysis centre.
Overview
ACLDT’s brand name and reputation in the fi eld of
hepatobiliary and liver transplantation is something
we are leveraging on to further grow our business
and enhance shareholder value. Our vision of growth
remains the same, focusing on the opportunities within
Singapore and also keeping a keen eye for strategic
alliances overseas. At the same time, we will not
compromise on our level of care but we will continue
to strive to provide the best care and service to all
our patients.
I look forward to the coming fi nancial year as we
begin to reap the fruits of our labour.
me
PaP mela Ann
Pamela Anne Jenkins
nne JeJenkinnss
Executive Director
Although the contribution from Malaysia is not
signifi cant, it allows ACLDT’s Malaysian patients
to have follow-up treatments or new patients to
meet our doctors without travelling to Singapore.
Should our doctors fi nd that they require surgery
or transplantation, they will be referred to our main
centre in Singapore.
FibroScan®
FibroScan® is a concept developed and produced
by Echosens and ACLDT is the fi rst private liver
centre in Singapore to own the world’s fi rst and only
totally non-invasive hepatic fi brosis diagnostic and
monitoring device. When we purchased the device
in February 2011, ACLDT was one of only four
healthcare providers in Singapore to operate this
device. The majority of the FibroScan® devices in
Singapore are located in the public-sector hospitals.
For a patient with chronic liver disease, establishing
the presence of fi brosis or cirrhosis is important
09
For personal use only Dato’ Dr Kai Chah Tan
Executive Chairman
D.P.M.P.,
MBBS(MAL),
FRCS(EDIN)
Profi le of Board of Directors
Dato’ Dr Kai Chah Tan serves as the
Executive Chairman of ACLDT. He is also
the Executive Chairman of Asian Centre
for Liver Diseases and Transplantation Pte
Ltd and the director of Asian Centre for
Liver Diseases and Transplantation Inc,
both wholly owned subsidiaries of ACLDT.
Dr Tan is the lead Surgeon (Hepatobiliary/
Transplant) in ACLDT.
Dr Tan graduated from the University of
Malaya, in 1978 and obtained his Surgical
Fellowship in 1982. From 1984 to 1987, he
obtained advanced training in paediatric
and adult hepatobiliary surgery and liver
transplant surgery in the United Kingdom.
He was Consultant Liver Surgeon in King’s
College Hospital (“KCH”) and taught in
surgery, University of London between
1988 to 1994.
Dr Tan returned to South-East Asia
in 1994 to set up private practice, the
Asian Centre for Liver Diseases and
Transplantation Pte Ltd, in Gleneagles
Hospital, Singapore and the Subang Jaya
Medical Centre (“SJMC”), Kuala Lumpur,
Malaysia. He started a paediatric living donor
liver transplantation programme in SJMC,
Malaysia in 1995 where over 50 transplants
were performed. It was here that he performed
South-East Asia’s fi rst paediatric live donor
liver transplantation on 23 March 1995.
In 1996, Dr Tan was appointed Director of
the Liver Transplant Programme, National
University Hospital (“NUH”), Singapore.
He performed 47 transplants, both adult and
paediatric, at the NUH before he resigned in
March 2002.
In April 2002, the fi rst successful adult-adult
living donor liver transplantation in South-
East Asia was performed in Gleneagles
Hospital, Singapore. Dr Tan and his team
have successfully performed close to 200
living donor liver transplantations - the only
private centre in South-East Asia to reach
this historical milestone. He has published
extensively, including co-editing a textbook on
‘The Practice of Liver Transplantation’, and
lectured on the subjects of hepatobiliary and
liver transplantation surgery.
Ms Pamela Anne Jenkins
Executive Director
RGN, B Sc (Hons), MBA
Ms Jenkins began her career in 1984 as an
Operating Theatre Sister, KCH, London,
and subsequently attained the position of
Clinical Nurse Specialist and Department
Manager at the hospital’s Liver Transplant
Surgical Service. In her latter role, she was
in charge of operating theatre staff, trainee
nurses, administration, management of the
unit and budgetary control.
After ten years at KCH, she relocated to
Singapore in 1994 to establish ACLDT
with Dr Tan, assuming the role of director
of ACLDT. She was responsible for the
design and development of the centre,
implementation of management systems,
and assisted in hepatobiliary and liver
transplantation surgery. In 1997, she
assumed the position of Managing Director
of ACLDT.
Ms Pamela Anne Jenkins is the Executive
Director of ACLDT. She is also the Managing
Director of Asian Centre for Liver Diseases
and Transplantation Pte Ltd and the director
of Asian Centre for Liver Diseases and
Transplantation Inc. Ms Jenkins oversees
management and operational issues, budgetary
control and strategic planning in liaison with
the Executive Chairman and Founder, Dato’
Dr Kai Chah Tan.
Ms Jenkins holds a Bachelor of Science
(Honours) degree from University of East
London, United Kingdom as well as a Master
of Business Administration (“MBA”) from
Kingston University, United Kingdom. Ms
Jenkins has wide experience in specialised
nursing and healthcare management, covering
neurosurgery, cardiothoracic surgery, vascular
surgery, orthopaedic surgery, general surgery,
microvascular surgery, eye surgery, plastic
surgery, paediatric surgery, urology and renal
transplantation, hepatobiliary and liver
transplant surgery. She has also written
conference papers on liver failure
and liver transplantation, with special
focus on paediatric liver diseases.
10
For personal use only Mr Wing Kwan Teh specialises in corporate
fi nance, fi nancial management and merger
and acquisition (“M&A”) evaluation. More
specifi cally, he advises the Group on its
investment opportunities, growth initiatives,
operational restructuring and corporate
fi nance matters.
He is currently a Group Chief Financial
Offi cer of Koda Ltd (listed on the SGX); an
Independent Director & Audit Committee
Chairman of Creative Master Bermuda Ltd
(listed on the SGX) and an Independent
Director & Audit Committee Chairman of
China Titanium Ltd (listed on the SGX).
Mr Wing Kwan Teh
Non-Executive Director
CPA (S’pore), FCCA (UK), CA (M’sia)
Mr Teh brings extensive fi nancial
experience to the Group. He has been a
fi nancial professional who advises M&A
plans, reviews corporate fi nance and
fi nancial reporting matters for several
companies listed in and preparing to list in
Singapore, Australia, Vietnam and Taiwan.
He was appointed head of fi nance for other
companies which prepared their Initial
Public Offering (“IPO”) applications to the
Singapore Exchange (“SGX”), Hanoi Stock
Exchange and the then Kuala Lumpur
Stock Exchange (“KLSE”).
Mr Heng Boo Fong
Independent Non-Executive Director
FCPA (S’pore), B Acc (Hons)
Mr Teh is a Fellow of the Association of
Chartered Certifi ed Accountants (United
Kingdom), a Certifi ed Public Accountant of
the Institute of Certifi ed Public Accountants
of Singapore, a Chartered Accountant of
Malaysian Institute of Accountants and a Full
Member of Singapore Institute of Directors.
Mr Teh was appointed to the Board on
31 January 2011.
Mr Heng Boo Fong is the Independent Non-
Executive Director and is also the Chairman
of the Audit Committee of ACLDT. He is
also a member of the joint Nomination and
Remuneration Committee.
Mr Fong studied at the University of
Singapore (now known as National University
of Singapore, NUS) and graduated with
an Honours Degree in Accountancy. He
has over 37 years of working experience in
auditing, fi nance, business development,
corporate governance, with full management
responsibility taking independent initiative
in various functional areas and had received
numerous awards for his performance.
He is currently a Director (Special Duties)
at the Singapore Totalisator Board (owner
of Singapore Pools & Singapore Turf Club).
Prior to this appointment, he was with the
Auditor-General’s Offi ce, Singapore from 1975
to 1993. He held the appointment of Assistant
Auditor-General when he left the Auditor-
General’s Offi ce. He was also General
Manager (Corporate Development) of a
listed company in Singapore as well as the
Chief Financial Offi cer of a listed company
in Australia. His other professional
experience included membership of
Audit Committees of Statutory Boards
and Advisory Committees of School of
Accountancy of Nanyang Technological
University, Singapore and Ngee Ann
Polytechnic, Singapore. Mr Fong is a
Fellow member of the Institute of Certifi ed
Public Accountants of Singapore.
Mr Fong is presently an Independent
Director of Colex Holdings Limited
(a company listed on the SGX) and he
chairs the Audit Committee. He is also an
Independent Director and Chairman of the
Audit Committee of Surbana Corporation
(a wholly-owned subsidiary of Temasek
Holdings Limited).
Mr Harry Vui Khiun Lee
Independent Non-Executive
Director
B Bus (Econ & Fin)
Mr Harry Lee has more than 20 years of
experience in construction-related industries
in Malaysia, Singapore and Australia. He is
currently the Chief Executive Offi cer of the
HRL Group of Companies which is involved in
investment holdings and development. He also
holds several directorships of private and listed
companies in different industries. He has been
a director of another public-listed company in
Australia, Millepede International Ltd, since
25 January 2011.
11
Mr Lee joined ACLDT as an Independent
Non-Executive Director on 18 April 2011. He
chairs the joint Normination and Remuneration
Committee and is also a member of the Audit
Committee.
For personal use only
Profi le of Doctors and Key Management
Dr Kang Hoe Lee graduated from
University of Cambridge, UK, in 1987. He
was a scholar at Jesus College, Cambridge,
where he received the Duckworth Prize.
Dr Lee also received a scholarship from the
Kuok Foundation, Malaysia, for furthering
his medical studies. He performed his
surgical housemanship with Professor
Sir Roy Calne (one of the pioneers in
liver transplantation) at Addenbrooke’s
Hospital, Cambridge. This was followed
by further training in internal medicine at
Cambridge and he obtained his MRCP
(London) in 1990. Subsequent to this,
he joined the Department of Medicine,
NUH, Singapore, and underwent further
training in Intensive Care and Respiratory
Medicine. This continued with a two-year
Critical Care Fellowship at University
of Pittsburgh Medical Center, USA - the
leading centre for liver transplantation in
the world - under Professor Thomas Starzl
and Professor John Fung, where he was
awarded Fellow of the Year.
Dr Lee then returned to Singapore in 1995,
and later joined NUS as a Lecturer in the
Department of Medicine. He later became
an Associate Professor of Medicine and Senior
Consultant, and Director of Medical Intensive
Care Unit. He was also one of the founding
members of the Society of Intensive Care
Medicine in Singapore. During this period,
he published many articles on respiratory
related issues (especially pneumonia), ICU
issues, health outcomes, liver cirrhosis and liver
transplantation.
Dr Lee joined Gleneagles Hospital in
September 2005 as the Director of Critical
Care and has been affi liated with ACLDT
since then. He is still an adjunct Associate
Professor at NUS. He has established close
contacts with the King’s College Liver Unit,
UK, as part of the development of ACLDT as a
leading liver transplant centre. He is currently
responsible for managing all the acute liver
failure patients and liver transplant patients
treated at ACLDT. He is also responsible for
all liver dialysis treatments and has brought
several machines to ACLDT, making it one of
the premier liver dialysis centres in the world.
Dr Kang Hoe Lee
Respiratory Physician
(Critical Care & Liver Transplant)
MA(UK), MBBCHir(UK), MRCP(UK),
FAMS(SIN), EDIC(EUR)
Dr Yu Meng Tan graduated with fi rst-class
honours in biochemistry and molecular biology
from Charing Cross and Westminster Medical
School, University of London, UK, before
completing his MBBS (with distinction) from
the same university. He was admitted to the
Royal College of Surgeons, Edinburgh in
1999. During his surgical training, he received
several awards including the Young Surgeons
Award at the Asian Surgical Congress.
Dr Tan subsequently pursued his interest
in hepatobiliary-pancreatic surgery and
gastrointestinal surgical oncology.
Dr Tan was a key founding member of the
liver transplantation team at Singapore
General Hospital (“SGH”) in 2005. In 2007,
he was appointed the Deputy Head, Senior
Consultant of the Department of Surgical
Oncology, National Cancer Centre of
Singapore (“NCCS”) and the Surgical
Director of the Liver Transplantation
Programme at the SGH. Among other
appointments, he was also an Adjunct
Assistant Professor at the Duke-NUS
Graduate Medical School of NUS and the
Chairman, Infection Control Committee,
NCCS. He has published numerous articles
in medical journals and is a regular speaker
at medical conferences and reviewer of
medical journals.
Dr Tan joined ACLDT in April 2010.
Dr Yu Meng Tan
Surgeon
(Hepatobiliary-Pancreatic Surgery/Transplant and Surgical Oncology)
BSC (Hons), MBBS (LON), FRCS (EDIN), FAMS (Gen Surg)
12
For personal use only Dr Desmond Chun Tao Wai obtained his
basic medical degree at the NUS in 1994.
He passed his membership for the Royal
College of Physicians (UK) and Master of
Medicine (Internal Medicine) in 1998. Dr
Wai also completed his specialist training
in internal medicine in 1999 and advanced
specialist training in Gastroenterology and
Hepatology in 2002. Following that, Dr Wai
went to the University of Michigan at Ann
Arbor, Michigan, USA, for his fellowship in
hepatology, under the mentorship of world
renowned hepatologist, Professor Anna Lok.
In 2003, Dr Wai joined the NUH,
Singapore, as a consultant hepatologist
and gastroenterologist and later served
as an Assistant Professor of Medicine in
2005 at NUS. He has published more
than 90 scientifi c articles in peer-reviewed
journals including Hepatology, Liver
Transplantation and the American Journal
of Gastroentrerology.
Dr Wai joined ACLDT in Nov 2006
and is currently working as a transplant
hepatologist and gastroenterologist.
Dr Desmond Chun Tao Wai
Gastroenterologist
(Transplant Hepatology & Endoscopy)
MBBS (SIN), MRCP (UK), MMED (Internal Medicine, SIN)
Subsequently, Dr Lai joined NUH, Singapore,
as a Consultant Gastroenterologist with
specifi c interest in viral hepatology, acute liver
failure and liver transplantation. He played an
integral part in the set-up of the liver failure
unit at NUH, and was part of the acute liver
failure faculty in the Asia Pacifi c Study of
Liver Disease group.
Dr Lai is also trained in therapeutic
endoscopy and Endoscopic Retrograde
Cholangiopancreatography (“ERCP”). His
research interests are in the adaptive and
innate immunity in patients with liver disease
particularly those with viral hepatitis and liver
failure.
In January 2011, Dr Lai joined ACLDT
as a Consultant Gastroenterologist with a
specifi c interest in viral hepatology, acute
liver failure, therapeutic endoscopy and liver
transplantation.
Dr Vincent Lai attained his basic medical
degree from the University of Sheffi eld
in England in 1993. He undertook his
specialist training in Gastroenterology
and Hepatology in England and spent fi ve
years in Birmingham, which has one of the
largest liver transplant units in Europe.
In 2002, he was awarded the prestigious
Medical Research Council Clinical
Training Fellowship. He completed his
Ph.D. at the University of Birmingham
in 2007, investigating the liver immunity
in viral hepatitis. He was accredited by
the Specialist Accreditation Board in
gastroenterology in England and was a
Consultant in a teaching hospital prior to
taking up a post in Singapore.
As a Consultant Hepatologist at the Derby
NHS Foundation Trust Hospital from
2006 to 2008, Dr Lai helped in the further
development of the provision of viral
services in Derby. During his tenure there,
he not only obtained a grant from the Trust
for a study in infection in liver patients
but was also actively involved in medical
research.
13
Dr Vincent Wai Kwan Lai
Gastroenterologist
(Transplant Hepatology & Therapeutic Endoscopy)
MBChB (UK), MRCP (UK), PhD (Bham UK), CCT (UK), Specialist Register (UK)
For personal use only
Prior to that, he held senior management
positions with various companies including Sun
Cruises and Sembawang Leisure (a subsidiary
of Sembawang Corporation).
Mr Shori joined ACLDT as Group Chief
Operating Offi cer in November 2009.
Mr Cherinjit Kumar Shori
Group Chief Operating Officer
B Acc, PGDip Marketing & Healthcare
Mr Cherinjit Kumar Shori holds a Bachelor
of Accountancy degree from Nanyang
Technological University in Singapore.
Mr Shori also holds a Graduate Diploma in
Marketing from the Singapore Institute of
Management and Certifi cate in Healthcare
Management from Georgetown University,
USA.
He has more than 20 years’ experience in
the healthcare and hospitality industries
covering business development and
marketing. He was the Group Vice
President/Deputy Chief Marketing Offi cer
for Singapore-based Parkway Group
Healthcare Pte Ltd, one of Asia’s largest
healthcare providers, where he served
for ten years developing new markets
for growth for Parkway, before joinning
ACLDT.
Mr Meng Yau Yeoh obtained his professional
accounting qualifi cation from the Association
of Chartered Certifi ed Accountants (“ACCA”)
in 1994.
He started his career at the then KPMG Peat
Marwick in 1995 as Audit Junior and left as an
Audit Senior in 1998. After spending four years
in the Big 4 audit fi rm, Mr Yeoh spent the next
ten years between 1999 and 2009 working in
several listed and privately owned companies
involved in a wide range of industries ranging
from construction, information technology,
investment holdings to service and hospitality
in Singapore, Malaysia and Australia. During
that period, he was involved in two successful
IPOs in Singapore.
Mr Yeoh is a non-practicing member of the
Institute of Certifi ed Public Accountants of
Singapore, Fellow Member of the Association
of Chartered Certifi ed Accountants (United
Kingdom) and a Chartered Accountant
registered with the Malaysian Institute of
Accountants. He was appointed as ACLDT’s
Group Financial Controller in December 2009.
Mr Meng Yau Yeoh
Group Financial Controller
CPA (S’pore), FCCA (UK), CA (M’sia)
14
For personal use only
Financial review
Revenue
Earnings before interest, taxation, depreciation and
amortisation (“EBITDA”)
Profi t after income tax attributable to members
Total share capital and reserves
Basic earnings per share
Net asset value per share
Net tangible asset value per share
Increase/
(Decrease)
%
1.3
(26.1)
(30.6)
2011
2010
S$’000
20,763
2,125
1,625
2,757
S$’000
20,492
2,874
2,340
1,814
2011
S Cents
2010
S Cents
0.86
1.46
1.32
1.24
0.96
0.82
The fi nancial report under review for the 12-month period ending 31 August 2011 (“FY2011”) compares
with the 14-month period ending 31 August 2010 (“FY2010”) and follows the change of fi nancial period in
FY2010 to align its reporting period with its subsidiary in Singapore.
For the year under review, the Group invested signifi cantly in facilities and equipment to establish its fi rst
overseas satellite clinic, located in Vietnam, a new clinic at Mount Elizabeth Medical Centre in Singapore, a
liver clinic in Malaysia and the acquisition of FibroScan® equipment.
Revenue rose by S$0.3 million to S$20.8 million from S$20.5 million as compared a year earlier, due mainly
to a 15% increase of patient transactions to 15,023 from 13,066, respectively. However, the number of
transplantations performed during the year declined to 21, one less than in FY2010. Sales of medication
increased by S$0.3 million to S$3.4 million from S$3.1 million, respectively.
Expenses rose by S$1.2 million to S$18.9 million from S$17.7 million due mainly to the new facilities
acquired and increased headcount. This is in line with ACLDT’s growth initiatives to widen its range of
medical capabilities and to increase its capacity to cater to more patients.
Employee benefi ts expense increased to S$6.5 million in FY2011 from S$4.9 million a year earlier. The
increase in headcount includes a gastroenterologist who joined in January 2011 and also the full-year
impact of the addition of a senior transplant surgeon who joined in April 2010. This increase was, however,
partly offset by a cost saving of S$0.4 million as a result of the reduction in our engagement of third-party
consultation in FY2011, as some of the services can now be performed by our newly recruited specialists.
This cost saving is expected to be higher in the coming fi nancial year.
Depreciation and administrative expenses increased S$0.2 million as a result of the new facilities acquired
and established to cater for future growth of the Group.
As a result of these increased capabilities, net profi t after tax attributable to members decreased to S$1.6
million from S$2.3 million, compared to a year earlier, on the back of S$20.8 million revenue. Earnings per
share for FY2011 was 0.86 S cent compared to 1.24 S cents a year earlier.
15
For personal use only
Revenue
EBITDA and Profi ts
Share capital and reserves
EPS and NAV
Our balance sheet remains healthy with cash and cash equivalents of S$5.2 million compared to S$3.0
million a year earlier, an increase of S$2.2 million even after paying FY2010 fi nal dividends of S$0.7 million.
This was due mainly to improved settlement of receivables, which declined to S$1.05 million from S$2.7
million, respectively.
Shareholders’ equity or net asset rose by S$1.0 million to S$2.8 million as at 31 August 2011 mainly due to
the investment in facilities and equipment which increased tangible non-current assets to S$0.9 million as at
31 August 2011 from S$0.2 million as at 31 August 2010. Correspondingly, net asset value rose by 0.5 S cent
to 1.5 S cents from 1.0 S cent a year earlier.
The Group did not see any signifi cant shift in patient mix with patients from Indonesia, Malaysia, Singapore,
UAE, Myanmar and Vietnam forming the majority of the patients, but saw an increase in the number of
patients from these core countries. However, patient numbers from South Asian countries such as India,
Bangladesh and Sri Lanka saw a marginal reduction. “Others” comprises a wide range of nationalities such
as Mongolians, Russians, Sri Lankans and Laotians.
16
For personal use only Patient’s testimonial -
Baby Ethan’s miracle story
Married for fi ve years and serving as missionaries with the
Campus Crusade for Christ, we rejoiced at the arrival of
our son, Ethan Azariah in 2009. He fulfi lled our dreams and
completed our family.
B a b y E t h a n b e f o r e
f o r e
t h e t r a n s p l a n t .
t .
Barely one week old, young Ethan was diagnosed with
jaundice. Into his third month, his tummy started swelling
and his eyes remained yellowish. Alarmed, his paediatrician
ordered an immediate abdominal ultrasound. The result
revealed that his liver and spleen were enlarged with a fl uid
build-up in his abdomen. The initial impression was biliary
atresia - the absence or injury of his bile ducts. Later, the
biopsy from a local hospital in Manila confi rmed that it was
liver cirrhosis (scarring of the liver) secondary to biliary
atresia. Ethan’s liver was deteriorating quickly and his only
option, a liver transplant.
There were no successful cases in the Philippines back then.
Complicating matters, Ethan had to be older or weigh at
least 10kg before receiving surgery, even then, success was
not guaranteed.
The following months were diffi cult, but seeing Ethan in
joyful spirits despite his condition kept us going. We were
hoping that his condition will improve, but in October 2009,
Ethan’s condition worsened and we decided to opt for a
liver transplantation. The doctor warned that the survival
of babies with biliary atresia is tested within one to two
years after surgery, depending on the liver’s condition.
We researched further, looking for treatments in Asia and
America, and came across two people whose daughters went
through the same ordeal. One was a Malaysian businessman
who shared his comprehensive research of hospitals,
recommending ACLDT in Singapore and, the other, Ms Ria
Pasimio shared encouraging experience at the same Centre.
With their encouragement, the assurance of the doctors’
credibility and ACLDT’s success rate, we decided to proceed
with the surgery in Singapore.
Upon sending Ethan’s laboratory results, ACLDT promptly
advised that Ethan needed the liver transplantation as soon
as possible but most importantly, that it can be done before
his fi rst birthday.
By the fi rst week of December,
we began logistical and
emotional preparations – being
tested for donor suitability.
Without a donor, we cannot fl y
to Singapore. After a series of evaluation and tests,
to our relief, Dr Janus Ong cleared Tina, my wife as a
potential living donor.
Baby Ethan 2 days
after his transplant.
With no concrete plans and insuffi cient funds, we fl ew to
Singapore on 7 February 2010. Tina and I were warmly
greeted by ACLDT’s transplant coordinator, Cecelia
Soosaynathan, the doctors and other staff at the Centre.
In the initial meeting, Dr Lee Kang Hoe gave us a positive
outlook on Ethan’s case. Ethan and Tina underwent fi nal
testing and the results showed that they were a suitable
match for liver transplantation. Our hopes and confi dence
increased further as Dr K C Tan and his team explained the
procedure to us.
With the support from friends - who set up a website
(www.ethanfriends.com) - and families back home, we
managed to raise funds for the surgery. Together with the
approval of Singapore’s Transplant Ethics Committee, we
were ready for surgery.
On 10 March, Tina was wheeled into the operating room
at Gleneagles Hospital, and then Ethan, an hour later.
The transplant surgery took eight hours, and Cecelia gave
frequent updates, assuring that everything was going
smoothly. By 6pm, Dr Tan came out of the operating theatre
and said, “Everything is ok, I’m very happy! Ethan is a
very strong boy!” Surrounded by doctors and staff at the
ICU, there was a great sense of relief, which marked the
beginning for Ethan’s new lease of life.
17
For personal use only Through Ethan’s life and journey, we are blessed and
thankful to have found much comfort and encouragement.
The ACLDT team certainly provided us with their expertise
and support, making sure we understood the procedures and
risk at all times. They acceded to our request for medication
and consultations regardless of the fact that we were home
in Manila, going beyond their call of duty.
We want to express our sincere appreciation to ACLDT’s
team of doctors and staff, especially Dr K C Tan, Dr Lee
Kang Hoe, Dr Nancy Tan, Dr Desmond Wai, Dr Hsieh
Wen-Son, Dr Wong Sin Yew and, last but not least, Cecelia.
B a b y E t h a n h a p p i l y
p l a y i n g w i t h w a t e r
Baby Ethan playing
with his basketball
Under careful supervision of the staff at Gleneagles
Hospital’s Liver Ward, both mother and child recovered
quickly. They were very supportive and encouraged Tina
to walk on the third day following the surgery for faster
healing. Ethan displayed great resilience, celebrating his fi rst
birthday 18 days after surgery with a new liver. The ACLDT
team and the Liver Ward staff eased our stay in a foreign
land which was felt mostly during weekly and monthly
check-ups. It was comforting to see the team sharing the joy
of our Ethan’s new life. We returned back home to Manila
three months after the transplant.
Ethan was living a full and normal life until we spotted
fresh blood in his stool nine months after the transplant.
By January 2011, his lymph nodes had become more
apparent. Although he remained active, doctors suspected a
gastrointestinal problem or worse, a possible post-transplant
lymphoproliferative disorder (PTLD). Ethan was twice
admitted to a hospital in Manila for a CT scan and biopsy of
the lymph nodes. The biopsy procedure turned out critical as
lab results confi rmed the signs of early-stage PTLD. Filipino
doctors diagnosed it as malignant (cancer) and wanted to
start chemotherapy treatment immediately.
Seeking a second opinion, we consulted ACLDT doctors
who then asked us to bring Ethan to Singapore immediately.
Another pathology confi rmed that it was PTLD but
thankfully, it was discovered in its early stage. What a relief
it was when we heard Dr Lee and Dr Hsieh Wen-Son say,
“It’s actually better than what we’ve expected. Treat it and
call it an infection. It’s not cancer.” No chemotherapy was
necessary.
Since the main drug - Prograf – has been suspended, Ethan
has been taking steroids as immunosuppression to fi ght the
infection, protecting the liver graft. Since March 2011, his
blood and liver parameters have stabilised and his growth
has been steady.
Today, Ethan has become a blessing and
inspiration to others with his love for life.
18
For personal use only
Corporate governance statement
Annual Report 2011
The Board of Asian Centre for Liver Diseases and Transplantation Limited (“ACLDT”) seeks to practice the highest ethical and
commercial standards while executing its responsibilities in directing the business and affairs of the Company on behalf of its
shareholders.
The Board of ACLDT has considered the principles of good corporate governance and best practice recommendations as published
by the ASX Corporate Governance Council (“ASXCGC”). ASX Listing Rule 4.10.3 requires the Company to disclose the extent to
which it follows or diverges from these best practice recommendations in its Annual Report.
This report discloses corporate governance practices the Board would like to highlight to stakeholders.
Additional information relating to corporate governance practices that the Company has adopted can be found on the Company’s web
site: www.asianlivercentre.com.sg.
The Board acknowledges the existence of the new amendments to the 2nd edition of the Corporate Governance Principles effective
for the period commencing 1 January 2012. The Board are in the process of implementing policies and procedures to comply with the
amended Corporate Governance Principles.
The Role of the Board & Management
The Company has formalised and disclosed the roles and responsibilities of the Board and those delegated to senior management.
The Board of the Company is responsible for the overall corporate governance of the ACLDT, including its ethical behavior, strategic
direction, establishing goals for management and monitoring the achievement of those goals with a view to optimising Company
performance and maximising shareholder value.
The role of management is to support the Managing Director and implement the running of the general operations and fi nancial
business of the Company, in accordance with the delegated authority of the Board.
Full details of the matters reserved to the Board and to senior management are available on the Company’s web site at www.
asianlivercentre.com.sg.
Scheduled meetings of the Board are held at least four times a year and the Board meets on other occasions to deal with matters that
require attention between scheduled meetings. The responsibility for the operation and administration of the consolidated entity is
delegated by the Board to the Managing Director.
The Board is responsible for:
• Setting the strategic direction of the Company and establishing goals to ensure these strategic objectives are met;
• Appointing the Managing Director, setting objectives for the Managing Director and reviewing performance against those
objectives, ensuring appropriate policies and procedures are in place for recruitment, training, remuneration and succession
planning;
• Monitoring fi nancial performance including approval of the annual and half-yearly fi nancial reports and liaison with the
Company’s auditors;
• Ensuring that risks facing the company and its controlled entities have been identifi ed ensuring that appropriate and adequate
controls, monitoring and reporting mechanisms are in place;
• Receiving detailed briefi ngs from senior management on a regular basis during the year;
• Approving the Boards of Directors of subsidiary companies; and
• Ensuring the Company complies with the law and conforms to the highest standards of fi nancial and ethical behavior.
ACLDT has obligations to its stakeholders to ensure the Company is managed with appropriate due diligence and that all necessary
processes are implemented to minimise risk and maximise business opportunities.
To this end, all commercial arrangements, capital expenditure, operational expenditure and other commitments are appropriately
documented and have been authorised by either the Managing Director or the Board as appropriate.
The composition of the Board is determined in accordance with the Company’s constitution and the following principles and guidelines:
• The Board should comprise of at least three directors with at least two non-executive directors;
• The Board should comprise of directors with an appropriate range of qualifi cations and expertise; and
• The Board should meet formally at least four times per annum and informally on an “as required” basis with all directors being
made aware of, and having available, all necessary information, to participate in an informed discussion of all agenda items.
19
Asian Centre for Liver Diseases and Transplantation Limited
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Directors in offi ce
At the date of this statement the following directors are considered independent by the Board:
Annual Report 2011
Name
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Position
Non-Executive Director
Non-Executive Director
Independent
Yes
Yes
The skills, experience, expertise and tenure of each director are disclosed in the Directors’ Report within this Annual Report.
Director independence
The Board considers two of ACLDT’s directors as independent under the guidelines.
In assessing the independence of directors, the Board follows the ASX guidelines as set out:
An independent director is a non-executive director (i.e. is not a member of management) and:
• Is not a substantial shareholder of the Company or an offi cer of, or otherwise associated directly with, a substantial shareholder
of the Company;
• Within the last three years has not been employed in an executive capacity by the Company or another Group member, or been
a director after ceasing to hold any such employment;
• Within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or
another Group member, or an employee materially associated with the service provided;
• Is not a material supplier or customer of the Company or other Group member, or an offi cer of or otherwise associated directly
or indirectly with a material supplier or customer;
• Has no material contractual relationship with the Company or another Group member other than as a director of the Company;
• Has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director’s
ability to act in the best interests of the Company; and
• Is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially
interfere with the director’s ability to act in the best interests of the Company.
ASXCGC Recommendation 2.1 states that the majority of directors of the Company should be independent. Although currently
ACLDT does not comply with that recommendation, the Board is of the opinion that the current structure and composition of the
Board is appropriate given the size and nature of operations of the Group.
Where additional skills are considered necessary for specifi c purposes, access is made to independent professional advice at the expense
of the Company. Such advice is to be shared amongst the directors.
Chairman
Due to the size of the Company, Dato’ Dr Kai Chah Tan is the Company’s Chairman. While recognising that the ASXCGC recommends
that the chairperson be independent, the Company feels that the strong independence exercised by the other Board members mitigates
any negative impact on the Company that it may have.
Appointment to the Board
Where a casual vacancy arises during the year, the Board has procedures to select the most suitable candidate with the appropriate
experience and expertise to ensure a balanced and effective board. Any director appointed during the year to fi ll a casual vacancy
or as an addition to the current board, holds offi ce until the next Annual General Meeting and is then eligible for re-election by the
shareholders.
New directors receive a letter of appointment which sets out the terms of their appointment. On appointment, an induction program is
available to directors that include one-on-one sessions with members of the senior management team.
20
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
Evaluation of senior executives
Senior executives, including the group chief operating offi cer or group fi nancial controller have a formal job description and letter of
appointment describing their term of offi ce, duties, rights, responsibilities and entitlements upon termination.
The performance of senior executives is reviewed annually before the budgets are approved for the next fi nancial year. This process is
a formal one with the executive’s performance assessed against Company, division and personal benchmarks by the joint Nomination
and Remuneration Committee. Benchmarks are agreed with the respective senior executives and reviews are based upon the degree of
achievement against those benchmarks.
Induction procedures are in place to allow new senior executives to participate fully and actively in management decision-making. The
induction program includes orientation of:
• The Company’s fi nancial position, strategies, operations and risk management policies.
• The respective rights, duties, responsibilities and roles of the board and senior executives.
Ethical business practices
The Company has adopted a Code of Conduct to maintain confi dence in the Company’s integrity, its legal obligations and the expectations
of its stakeholders. The Company is committed to being a socially responsible corporate citizen, using honest and fair business practices,
to act in the best interests of clients so as to achieve the best outcome for shareholders.
The Board has procedures in place for reporting any matters that may give rise to unethical practices or confl icts between the interests
of a director or senior executive and those of the Company. These procedures are reviewed as required by the Board. To this end, the
Company has adopted a Confl ict of Interest Policy that clarifi es the processes for directors and senior executives to determine and
disclose when a confl ict of interest exists.
Shareholding and trading
The Board encourages directors and senior executives to own shares in the Company to further link their interests with the interests of
all shareholders. Trading of shares by directors or senior executives is prohibited under certain circumstances and as described in the
ASX Listing Rules and during certain periods of the fi nancial year. A director or senior executive must not deal in the Company shares
at any time when he or she has unpublished information which, if generally available, might affect the share price. Directors are required
to notify the Company Secretary following dealing.
Safeguard integrity
The Board has established an Audit Committee (previously joint Audit and Remuneration Committee) comprised of the two non-
executive directors. This committee operates under a charter to enable it to perform its roles and responsibilities. Where considered
appropriate, the Company’s external auditors and the Company’s management are invited to attend meetings. The members of the Audit
Committee are:
• Mr Heng Boo Fong (Chairman)
• Mr Harry Vui Khiun Lee
The qualifi cations of members of the committee together with their attendances at committee meetings are disclosed in the Directors’
Report within this Annual Report.
The role of the Audit Committee is to assist the Board fulfi ll its responsibilities in relation to the identifi cation of the areas of
signifi cant business risks and the monitoring of the following:
• Effective management of fi nancial and other business risks;
• Reliable management reporting;
• Compliance with laws and regulations in respect to fi nancial reporting;
• Maintenance of effective and effi cient audits;
• Meeting with external auditors on a twice-yearly basis and informally as circumstances require; and
• Recommending to the Board the appointment, rotation, removal and remuneration of the external auditors, and review their
terms of engagement, and the scope and quality of the audit. Periodically, the Audit Committee reviews the appointment of the
external audit engagement partners using a formal process of evaluation to determine the most appropriate level of skills and
experience to suit the size and complexity of the Company.
The Audit Committee provides the Board with additional assurances regarding the reliability of fi nancial information for inclusion in
the fi nancial statements.
The committee is chaired by an independent chair who is not the chairman of the Board.
21
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Timely and balanced disclosure
The Board recognises the need to comply with ASX Listing Rule 3.1 concerning continuous disclosure.
Annual Report 2011
At each meeting of directors, consideration is given as to whether notice of material information concerning the Company, including its
fi nancial position, performance, ownership and governance has been made available to all investors.
The Continuous Disclosure Policy also requires senior executives in possession of disclosable information to comply with that policy.
Communication with shareholders
The Board aims to ensure that shareholders, on behalf of whom they act, are informed of all major developments affecting the Company’s
activities and its state of affairs, including information necessary to assess the perform ance of the directors.
Communication with shareholders is achieved through the distribution of the following information:
• The Annual Report distributed to shareholders;
• The Half Yearly Report which is available on the Company’s web site;
• The Annual General Meeting and other meetings called to obtain shareholder approval for Board action as appropriate.
Shareholders are encouraged to attend and participate at the Company’s Annual General Meeting and other General Meetings;
• Letters to shareholders when considered to be appropriate and informative;
• Announcements to the Australian Securities Exchange; and
• Investor information through the Company’s internet portal at www.asianlivercentre.com.sg
The Company strives to ensure that Company announcements via the ASX are made in a timely manner, are factual, do not omit
material information and are expressed in a clear and objective manner.
Shareholders’ role
The shareholders of the Company are responsible for voting on the election of directors at the Annual General Meeting in accordance
with the constitution.
All directors (other than a Managing Director) are subject to re-election by rotation, no later than every three years.
The Annual General Meeting also provides shareholders with the opportunity to express their views on matters concerning the
Company and to vote on other items of business for resolution by shareholders.
Risk management
The Board is responsible for overseeing the risk management function. The Company believes that it is crucial for all Board members
to be a part of the process and as such has established risk management as a component of the Audit Committee.
The Board is responsible for ensuring the risks and opportunities are identifi ed on a timely basis.
The Board has a number of mechanisms in place to ensure the management’s objectives and activities are aligned with the risks
identifi ed by the Committee. These include the following:
• Implementation of Board approved operating plans and budgets;
• Board monitoring of progress against these budgets, including the monitoring of key performance indicators of both a fi nancial
and non fi nancial nature; and
• The establishment of committees to report on specifi c risk as identifi ed.
Internal Risk Management System Compliance
Management is accountable to the Board to ensure that operating effi ciency, effectiveness of risk management procedures, internal
compliance control systems and controls and policies are all being monitored. Management has designed and implemented a risk
management and internal control system to manage the Company’s material business risks and reports to the Board at each meeting on
the effective management of those risks. The Company has developed a series of operational risks which the Company believes to be
inherent in the industry in which the Company operates. These include:
• Changed operating, market or regulatory environments;
• Fluctuations in demand volumes;
• Fluctuations in exchange rates; and
• Increasing costs of operations.
These risk areas are provided here to assist investors better understand the nature of the signifi cant risks faced by the Company.
22
Asian Centre for Liver Diseases and Transplantation Limited
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Annual Report 2011
Monitoring Performance
The Board and senior management monitor the performance of all divisions through the preparation of monthly management accounts.
The monthly management accounts are prepared using accrual accounting techniques and report each business unit’s result as
contribution after overhead allocation. These monthly management accounts are compared to monthly budgets, which have been set
allowing for the seasonality of anticipated revenues and costs in each of the divisions.
The monitoring of the Company’s performance by the Board and management assists in identifying the correct allocation of resources
and staff to maximise the overall return to share holders.
A performance evaluation for senior management was undertaken during the year and was in accordance with the process developed
by the Board for that purpose.
Details of the structure of non-executive directors’ and senior executives’ remuneration are included in the Remuneration Report within
the Directors’ Report in this Annual Report.
Nomination and Remuneration
Joint Nomination and Remuneration Committee
The Board has established a joint Nomination and Remuneration Committee comprising the non-executive directors on 14 June 2011.
Prior to that, the role of the Nomination Committee was performed by the Board itself and the Remuneration Committee was part of
the joint Audit and Remuneration Committee. The role of the joint Nomination and Remuneration Committee is to make decisions on
the following matters:
• Determine the appropriate size and composition of the Board;
• Determine the terms and conditions of appointment to and retirement from the Board;
• Develop appropriate criteria for Board membership;
• Reviewing membership of the Board and proposing candidates for consideration by the Board;
• Arranging a review of the Board’s own performance;
• Determine the Company’s remuneration plans, policies and practices, including compensation arrangements for the non-executive
directors, executive directors, group chief operating offi cer and senior executives; and
• Responsible for considering general remuneration policies and practices, recruitment and termination policies and superannuation
requirements.
Details of the attendance of directors at the joint Nomination and Remuneration Committee meetings are disclosed in the Directors’
Report in this Annual Report.
The Board believes that it has the right numbers and skill sets within its Board members for the current size of the Company, and is
confi dent that each non-executive director brings independent judgement to bear on Board decisions.
The Company does not have a policy to preclude its executives from entering into transactions to limit their economic risk from investing
in Company shares, options or rights and has made executives aware of their obligations in relation to fi nancial commitments against
shares issued under the executive securities plan and has requested that they take suffi cient professional advice in relation to their
individual fi nancial position.
There are no retirement schemes or retirement benefi ts other than statutory benefi ts for non-executive directors.
23
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Directors’ report
Annual Report 2011
The directors present their report, together with the fi nancial statements of the Asian Centre for Liver Diseases and Transplantation
Limited (“the Group”) for the year ended 31 August 2011.
Directors
The directors of the Group at any time during or since the end of the fi nancial year are as set out below.
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Mr Hoong Kee Tang
(Executive Chairman)
(Executive Director)
(Non Executive Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director) (appointed 18 April 2011)
(Independent Non-Executive Director) (resigned 13 June 2011)
(appointed 31 January 2011)
The skills, experience, expertise and tenure of each director are disclosed in the profi le of directors section within the Annual Report.
Below is the profi le of a director who is no longer in offi ce:
Mr Hoong Kee Tang B Com (Hons) (resigned 13 June 2011)
Mr Hoong Kee Tang was an Independent Non-Executive Director and chaired the joint Audit and Remuneration Committee of ACLDT
from 14 August 2009 to 13 June 2011. Mr. Tang graduated with a Bachelor of Commerce (Honours) degree from the University of
Manitoba (Canada) majoring in accounting and fi nance. He has over 30 years’ experience in the banking, corporate fi nance and
telecommunications industries in which he has held several senior management positions.
Principal activities
The Group’s principal activities consist of provision of specialist medical consultation and services in hepatology practice and related
fi elds.
Company Secretary
The following person held the position of company secretary at the end of the fi nancial year:
Mr Dario Nazzari
Dario Nazzari has a Bachelor of Commerce, a Diploma in Financial Planning and has more than 14 years professional experience. He
is a Chartered Accountant and a member of the Institute of Chartered Accountants.
Review and results of operations
The reverse takeover exercise for Asian Centre for Liver Diseases and Transplantation Limited (“ACLDT”) (formally known as
Costarella Design Limited (“CDL”)) was completed in August 2009. As such, the comparative numbers presented for the period ended
31 August 2010 were for 14 months from 1 July 2009 to 31 August 2010, which comprised:
• 2 months from 1 July 2009 to 31 August 2009 for CDL – there were no operating activities for the discontinued operations of
CDL during the period under review;
• 12 months from 1 September 2009 – 31 August 2010 for ACLDT
Details of the Operations of ACLDT during the year, the fi nancial position and the strategies and prospects for the future years can be
found in the Chairman and Executive Director’s message found on pages 5 to 9 which forms part of this Annual Report.
24
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
Directors’ report (Cont’d)
Directors’ meetings
The following table sets out the number of director’s meetings (including meetings of Committees of directors) held during the fi nancial
year and the number of meetings attended by each director (while they were a director or committee member). During the fi nancial
year, seven (7) Board meetings and three (3) joint Audit and Remuneration Committee meetings were held. No joint Remuneration
Nomination Committee meetings were held during the fi nancial year.
Directors’
Meetings
Audit Committee
Meetings
Joint Nomination
and Remuneration
Committee Meetings ^
Number
Eligible to
attend
7
7
4*
7
2*
6
Number
Attended
7
7
4*
7
2*
6
Number
Eligible to
attend
-
-
-
3
-
3
Number
Attended
-
-
-
3
-
3
Number
Eligible to
attend
-
-
-
-
-
-
Number
Attended
-
-
-
-
-
-
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Mr Hoong Kee Tang (resigned 13 June 2011)
^ the Nomination Committee was formed on 11 April 2011 and was subsequently combined with the Remuneration Committee
on 14 June 2011. The fi rst joint Nomination and Remuneration Committee meeting was held on 17 October 2011.
* Mr Wing Kwan Teh and Mr Harry Vui Khiun Lee were appointed on 31 January 2011 and 18 April 2011 respectively.
Directors’ interest
The relevant interests of each director in the shares of the parent entity at the date of this report are as follows:
Director
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Number of shares
102,298,250
21,324,600
4,084,090
-
561,905
None of the directors have share options in the Company.
Dividends paid or recommended
An interim unfranked dividend of S$0.001 (A$0.001) (2010 : S$0.006) per qualifying ordinary share for the fi nancial year ended 31
August 2011 was paid on 31 May 2011.
Following the completion of accounts the Directors propose to declare a fi nal unfranked dividend of S$0.003 (A$0.002) (2010 : S$0.003)
per qualifying ordinary share in respect of the fi nancial year ended 31 August 2011, to be paid to the shareholders in December 2011.
This dividend has not been included as a liability in these fi nancial statements and will be paid to all shareholders on the Register of
Members at the relevant date. The total estimated to be paid is S$493,000 (A$377,000).
25
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Directors’ report (Cont’d)
Annual Report 2011
Signifi cant changes in state of affairs
There were no signifi cant changes in the state of affairs of the Group during the year.
Events subsequent to balance date
On 6 September 2011, the company announced that it had commenced operations for a new liver clinic at Mount Elizabeth Medical
Centre, the largest private hospital in Singapore. The new clinic complements the main Liver Centre at Gleneagles Hospital and allows
ACLDT to tap higher patient load and referrals from specialists at Mount Elizabeth. Both hospitals are part of Parkway Holdings
Limited, which has a network of 16 hospitals throughout Asia.
During the ALCVN Members’ Council meeting held on the 3 October 2011, all shareholders of ALCVN passed a resolution to issue
new shares to Hoa Lam Consultant Investment Ltd to raise its shareholding in ALCVN from 25% to 67.86%. ACLDT’s shareholding
in ALCVN will be diluted from 70% to 30% as a result of the new issue of shares. The new shares will be issued upon fi nalisation of a
new Joint Venture Agreement (“JVA”). As at t he date of this report, the new JVA has yet to be fi nalised.
Other than the above, no matters or circumstances have arisen since the end of the fi nancial year which signifi cantly affected or may
signifi cantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future fi nancial
years.
Likely developments
Except as detailed in the Chairman’s and Executive Director’s message on pages 5 to 9, likely developments, future prospects and
business strategies of the operations of the Group and the expected results of those operations in future years have not been included
in this report, as the directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in
unreasonable prejudice to the Group.
Options
At the date of this report, the unissued ordinary shares of ACLDT under option are as follows:
Grant Date
Exercise Price
Options
outstanding
at 1.9.2010
Options
granted
Options exercised/
cancelled/ lapsed
Options outstanding
at 31.8.2011
Exercise period
17.1.2011
$0.088
-
1,299,000
-
1,299,000
17.1.2012 to
17.1.2016
Option holders do not have any rights to participate in any issues of shares or other interests in the company or any other entity.
Except as disclosed above, there have been no unissued shares or interests under option of any controlled entity within the Group
during or since reporting date.
For details of options issued to directors and executives as remuneration, refer to the Remuneration Report.
During the fi nancial year, no ordinary shares were issued as a result of the exercise of options.
Environmental regulation
The Company’s operations are not regulated by any signifi cant environmental regulation under a law of the Commonwealth or of a State
or Territory.
The directors are not aware of any particular or signifi cant environmental issues which have been raised in relation to the Company’s
operations during the fi nancial year.
The directors are also not aware of any breach in the environmental regulations in Singapore and Vietnam during the fi nancial year.
26
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Annual Report 2011
Directors’ report (Cont’d)
Remuneration report
This remuneration report, which forms part of the director’s report, sets out information about the remuneration of the directors and
executives for the year ended 31 August 2011.
Remuneration policy
The objective of the Group’s remuneration policy is to ensure reward for performance is competitive and appropriate for the results
delivered. The framework aligns remuneration with achievement of strategic objectives and the creation of value to shareholders, and
conforms to market best practice for delivery of reward. The Board ensures that remuneration satisfi es the following key criteria for
good reward governance practices:
(i) Competitiveness and reasonableness;
(ii) Acceptability to shareholders;
(iii) Performance linkage/alignment of executive compensation;
(iv) Transparency; and
(v) Capital management.
The Group has structured an executive remuneration framework that is market competitive and complimentary to the reward strategy
of the Group.
Alignment to shareholders’ interest:
(i) Focuses on sustained growth in shareholder wealth; and
(ii) Attracts and retains high calibre executives.
Alignment to program participants’ interest:
(i) Rewards capability and experience; and
(ii) Provides a clear structure for earning rewards.
The joint Nomination and Remuneration Committee, consisting of at least two non-executive directors, is responsible for making
recommendations on remuneration policies and packages applicable to Board members and for approval of remuneration for executive
offi cers of the Group taking into account the fi nancial position of the Consolidated Group. The Board remuneration policy per the
formal Charter is to ensure the remuneration package properly refl ects the person’s duties and responsibilities, and that remuneration is
competitive in attracting, retaining and motivating people of the highest quality.
The Constitution of the Company specifi es that the aggregate remuneration of directors, other than salaries paid to executive directors,
shall be determined from time to time by general meeting. An amount not exceeding the amount determined is divided between those
directors as they agree. The latest determination was at the Annual General Meeting held on 23 November 2009 when shareholders
approved an aggregate remuneration pool of A$200,000 per annum.
The Board as a whole determines the amount of the fees paid to each non-executive director. The amount proposed to be paid to each
non-executive director during the year is A$20,000 (2010: A$20,000).
All directors and executives may be allocated options to acquire shares in the Group under the Incentive Option Scheme approved by
shareholders from time to time. The last such scheme was approved by shareholders at the Annual General Meeting of shareholders
held on 6 December 2010. The options are subject to service conditions such that only a third of the options granted may be exercised
on or after the fi rst, second and third anniversary of the grant. Options expire at the earlier of termination of employment or fi ve years
after the grant date. The exercise price is set by the joint Nomination and Remuneration Committee. The inputs to the option valuation
methodology are set out in Note 21.
27
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Directors’ report (Cont’d)
Annual Report 2011
The Group’s policy for determining the nature and amounts of emoluments of board members and key management personnel of the
company is as follows:
Fixed remuneration for executives
The executive directors and key management personnel are employed under a contract detailing their remuneration, service period and
non-competition clauses. All executive directors and key management personnel are employed on a continuing basis the terms of which
are not expected to change in the immediate future. Apart from retirement benefi ts which accrue under statute (such as unpaid annual
leave and pension benefi ts), there are no retirement benefi ts for executive directors and key management personnel. The Company pays
to the Singapore Central Provident Fund (“CPF”) at the statutory employer’s contribution rate and salary sacrifi ced contributions and
therefore there are no future liabilities in respect of these payments.
Service contracts
The executive directors and key management personnel are employed under a contract detailing their remuneration, service period and
non-competition clauses. All executive directors and key management personnel are employed on a continuing basis the terms of which
are not expected to change in the immediate future. Contracts can be terminated by ACLDT at will in cases of severe misconduct or
breach of duties. Currently there are no formal service contracts in place for the non-executive directors.
Performance based remuneration
Performance based remuneration has short-term and long-term incentive components. Short-term organisational goals are managed
with the use of performance bonuses. The criteria relate to either achievement of individual performance targets, budget targets or
achievement of year on year growth of key fi nancial measures. The Board may, however, exercise its discretion in relation to approving
incentives, bonuses and options, and can recommend changes to the committee’s recommendations.
Long-term organisational goals are aligned with key management personnel performance through the use of options under the Group’s
Incentive Option Scheme. Options are granted based on the performance and contribution of the directors and executives. The exercise
price is set by the joint Nomination and Remuneration Committee. Shares issued to directors and executives are valued as the difference
between the market price of those shares and the amount paid by the director and executive. Options are valued using the binomial
option pricing methodology and expensed in accordance with the vesting conditions.
Employment Details of Members of Key Management Personnel
The key management personnel of the Group during the fi nancial year ended 31 August 2011 are listed below.
– Executive Director and Chairman
Directors:
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins – Executive Director
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Mr Hoong Kee Tang
– Non-Executive Director
– Independent Non-Executive Director
– Independent Non-Executive Director
– Independent Non-Executive Director (resigned 13 June 2011)
Other key management personnel:
Mr Cherinjit Kumar Shori – Group Chief Operating Offi cer
Mr Meng Yau Yeoh
– Group Financial Controller
The skills, experience, expertise and tenure of each director and key management personnel are disclosed in the profi le of directors
and key management personnel sections respectively within the Annual Report.
28
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only The following table provides details of persons who were, during the fi nancial year, members of key management personnel of the
Consolidated Group. The table also illustrates the proportion of remuneration that was performance and non-performance based and
the proportion of remuneration that was received in the form of options:
Annual Report 2011
Directors’ report (Cont’d)
Proportion of elements
of remuneration related
to performance.
Proportion of elements
of remuneration not
related to performance
Position held as at
31 August 2011
Contract details
(duration &
termination)
Non-salary
cash-based
incentives
Share/
Options
Fixed
salary/Fees
Total
31 August 2011
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Executive Director
Executive
Director/
Surgeon
Service Agreement/
In accordance with
Constitution
Service Agreement/
In accordance with
Constitution
Mr Wing Kwan Teh
Non-Executive
Director (appointed
31 January 2011)
In accordance
with Constitution
Mr Heng Boo Fong (1)
Non-Executive
Director
In accordance
with Constitution
Mr Harry Vui Khiun Lee (2)
Non-Executive
Director (appointed
18 April 2011)
In accordance
with Constitution
Mr Cherinjit Kumar Shori
Group Chief
Operating Offi cer
No fi xed term/
One month
Mr Meng Yau Yeoh
Group Financial
Controller
No fi xed term/
One month
3%
14%
-
-
-
19%
18%
-
-
-
-
-
3%
3%
97%
100%
86%
100%
-
-
100%
100%
-
-
78%
100%
79%
100%
(1) Mr Heng Boo Fong is also a member of the Audit Committee and joint Nomination and Remuneration Committee. Mr Fong replaced Mr Tang
as the Chairman of the Audit Committee on 14 June 2011.
(2) Mr Harry Vui Khiun Lee is also the Chairman of the joint Nomination and Remuneration Committee and member of the Audit Committee.
29
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Directors’ report (Cont’d)
Annual Report 2011
Remuneration Details for the Year Ended 31 August 2011
The following table of benefi ts and payment details, in respect of the fi nancial year, the components of remuneration for each director
and member of the key management personnel of the Consolidated Group:
Cash salary and
fees
Cash bonus
Post employment
benefi t – Central
Provident Fund
Long term
employee benefi ts
- Share Options
31 August 2011
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh (2)
Mr Hoong Kee Tang (1)
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee (2)
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
S$
2,400,000
408,000
-
25,826
25,827
-
250,000
131,280
3,240,933
S$
S$
S$
66,666
66,666
-
-
-
-
62,000
32,800
228,132
6,263
8,553
-
-
-
-
8,613
11,613
35,042
-
-
-
-
-
-
10,026
5,443
15,469
3,519,576
Total
S$
2,472,929
483,219
-
25,826
25,827
-
330,639
181,136
(1) Mr Hoong Kee Tang resigned on 13 June 2011.
(2) Mr Wing Kwan Teh and Mr Harry Vui Khiun Lee were appointed during the fi nancial year; therefore there are no comparative fi gure.
Cash salary and
fees
Cash bonus
Post employment
benefi t– Central
Provident Fund
Long term
employee benefi ts
- Share Options
31 August 2010
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Hoong Kee Tang
Mr Heng Boo Fong
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
S$
2,400,000
408,000
-
-
200,000
78,674
3,086,674
S$
S$
S$
25,000
25,000
-
-
60,000
18,500
128,500
5,743
10,558
-
-
9,430
5,877
31,608
-
-
-
-
-
-
-
Total
S$
2,430,743
443,558
-
-
269,430
103,051
3,246,782
30
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Options and Rights Granted
All directors and executives may be allocated options to acquire shares in the Group under the Incentive Option Scheme approved by
shareholders from time to time. The last such scheme was approved by shareholders at the Annual General Meeting of shareholders
held on 6 December 2010.
Annual Report 2011
Directors’ report (Cont’d)
Grant details
For the fi nancial year ended
31 August 2011
Overall
Date
No.
Value $
(Note 1)
Exercised
no.
Exercised $ Lapsed
Lapsed $ Vested
no.
no.
Vested % Unvested % Lapsed %
Group Key Management Personnel
Mr Cherinjit Kumar Shori
17.1.2011 842,000
10,026
Mr Meng Yau Yeoh
17.1.2011 457,000
5,443
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100%
100%
-
-
Note 1
The value of options granted as remuneration and as shown in the above table has been determined in accordance with
applicable accounting standards.
31
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Directors’ report (Cont’d)
Annual Report 2011
Indemnifi cation and insurance of offi cers
The Company is required to indemnify the directors and other offi cers of the Company against any liabilities incurred by the directors
and offi cers that may arise from their position as directors and offi cers of the Company. No costs were incurred during the year pursuant
to this indemnity.
The Company has entered into deeds of indemnity with each director whereby, to the extent permitted by the Corporations Act 2001,
the Company agreed to indemnify each director against all loss and liability incurred as an offi cer of the Company, including all liability
in defending any relevant proceedings.
Since the end of the previous year the Company has paid insurance premiums in respect of directors’ and offi cers’ liability and legal
expenses’ insurance contracts.
The terms of the policies prohibit disclosure of details of the amount of the insurance cover, the nature thereof and the premium paid.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
Company or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings. There were no such proceedings brought or interventions on behalf of the Company with
leave from the Court under section 237 of the Corporations Act 2001.
Non-audit services
During the year, Grant Thornton, the Group’s auditors, performed certain other services in addition to their statutory audit duties.
The Board has considered the non-audit services provided during the year by the auditor and, in accordance with written
advice provided by resolution of the Audit Committee, is satisfi ed that the provision of those non-audit services during the
year is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
• All non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by
the Audit Committee to ensure they do not impact upon the impartiality and objectivity of the auditor; and
• The non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 Code of
Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management
or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards.
Details of the amounts paid to the auditors of the Group, Grant Thornton, and its related practices for audit and non-audit services
provided during the year are set out in note 7 to the Financial Statements.
Auditor’s Independence Declaration
A copy of the auditor’s independence declaration as required by section 307C of the Corporations Act 2001 for the year ended 31 August
2011 has been received as set out immediately following the end of the Directors’ report.
The Report of Directors is signed in accordance with a resolution of the Board of Directors.
Dato’ Dr Kai Chah Tan
Executive Chairman
3 November 2011
32
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
Level 1,
67 Greenhill Rd
Wayville SA 5034
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E info.sa@au.gt.com
W www.grantthornton.com.au
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF ASIAN CENTRE FOR LIVER DISEASES AND
TRANSPLANTATION LIMITED
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Asian
Centre for Liver Diseases and Transplantation Limited for the year ended 31 August 2011, I declare that, to the best of my
knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
S J Gray
Director – Audit & Assurance
Adelaide, 3 November 2011
Grant Thornton Audit Pty Ltd
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
Grant Thornton Australia Limited is a member fi rm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member fi rms are not a worldwide partnership.
Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.
Liability limited by a scheme approved under Professional Standards Legislation
33
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only l y
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f a m i
f a m i
i g
b i g
b i g
O n e
O n e
n e
Dr Kang Hoe Lee
Dr Kang Hoe Lee
D
D
Dr Vincent Lai
Dr Vincent Lai
Y u M e n g T a n
n
T a n
Y u M e n g T a
D r
D r
D r D e s m o n d W a i
D e s m o n d W a i
D r D
D
Our friendly staff
34
For personal use only Annual Report 2011
Asian Centre for Liver Diseases
and Transplantation Limited
ABN NUMBER 42 091 559 125
Financial Statements for the year ended 31 August 2011
35
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Statement of comprehensive income
For the year ended 31 August 2011
Annual Report 2011
Revenue
Other operating income
Changes in inventories
Inventories
Purchase services
Employment benefi ts expense
Operating lease expense
Depreciation and amortisation expenses
Directors’ fees
Bad debts written off
Finance expense
Other expenses
Costs associated with business combination
Profi t before income tax
Income tax expense
Profi t for the year/period
Other comprehensive income:
Net effect of foreign currency translation
Note
2
3
4
5
Consolidated Group
Year ended
31 August
2011
S$
20,762,783
21,663
(107,709)
(1,717,725)
(9,013,722)
(6,481,417)
(486,721)
(231,733)
(51,653)
-
(3,249)
(800,415)
-
1,890,102
(348,813)
1,541,289
14 months
ended
31 August
2010
S$
20,491,819
12,193
6,190
(1,649,026)
(9,881,230)
(4,875,861)
(453,696)
(40,568)
-
(1,524)
-
(669,634)
(105,000)
2,833,663
(493,964)
2,339,699
63,337
1,954
Total comprehensive income for the year/period
1,604,626
2,341,653
Profi t attributable to :
Members of the parent entity
Non-controlling interest
Total comprehensive income attributable to :
Members of the parent entity
Non-controlling interest
Earnings per share
From continuing operations:
Basic earnings per share (S cents) 9
Diluted earnings per share (S cents) 9
1,625,102
(83,813)
1,541,289
1,691,706
(87,080)
1,604,626
2,339,699
-
2,339,699
2,341,653
-
2,341,653
0.86
0.86
1.24
1.24
These fi nancial statements should be read in conjunction with the accompanying notes.
36
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Statement of fi nancial position
As at 31 August 2011
Annual Report 2011
Note
Consolidated Group
2010
2011
S$
S$
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total current assets
Non-current assets
Plant and equipment
Intangible assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Finance lease liabilities
Current tax liabilities
Total current liabilities
Non-current liabilities
Other payables
Finance lease liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Retained earnings
Non-controlling interest
Total equity
10
11
12
13
14
15
18
16
17
18
16
19
20
5,175,475
1,050,968
261,675
6,488,118
2,966,419
2,710,452
369,384
6,046,255
874,029
266,123
1,140,152
7,628,270
183,373
266,123
449,496
6,495,751
3,616,224
44,990
322,542
3,983,756
3,267,631
-
489,034
3,756,665
723,311
125,664
38,492
887,467
4,871,223
2,757,047
266,133
28,993
2,482,040
2,777,166
(20,119)
2,757,047
921,029
-
3,950
924,979
4,681,644
1,814,107
266,133
(49,812)
1,597,786
1,814,107
-
1,814,107
These fi nancial statements should be read in conjunction with the accompanying notes.
37
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Statement of changes in equity
For year ended 31 August 2011
Annual Report 2011
Issued
Capital
Retained
Earnings
Reserve for
own shares
S$
266,133
S$
387,112
S$
Foreign
Currency
Translation
Reserve
S$
(48,883)
-
-
-
-
-
(2,883)
-
2,339,699
(1,129,025)
-
-
1,954
-
Balance at 1.9.2009
Shares issued/purchased
during the period
Total comprehensive
income for the period
Dividend paid (note 8)
Balance at 31.8.2010
266,133
1,597,786
(2,883)
(46,929)
Balance at 1.9.2010
266,133
1,597,786
(2,883)
(46,929)
Employee
share option
reserve
Non-
controlling
interest
S$
S$
Total
S$
604,362
(2,883)
2,341,653
(1,129,025)
1,814,107
1,814,107
-
-
-
-
-
-
-
-
-
-
-
-
Total comprehensive income
for the year
Employee share option
Non-controlling interest on
acquisition of subsidiary
Dividend paid (note 8)
-
-
-
-
1,625,102
-
-
(740,848)
-
-
-
-
66,604
(87,080)
1,604,626
-
15,469
-
15,469
(3,268)
-
-
-
66,961
63,693
-
(740,848)
Balance at 31.8.2011
266,133
2,482,040
(2,883)
16,407
15,469
(20,119)
2,757,047
These fi nancial statements should be read in conjunction with the accompanying notes.
38
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only S tatement of cash fl ows
For year ended 31 August 2011
Annual Report 2011
Note
Consolidated Group
Year ended
31 August 2011
S$
14 months ended
31 August 2010
S$
Cash fl ows from operating activities
Receipts from customers
Payments to suppliers and employees
Income tax paid
Net cash provided by operating activities
24a
22,431,449
21,029,550
(18,342,444)
(20,200,303)
(480,763)
3,608,242
(370,077)
459,170
Cash fl ows from investing activities
Purchase of treasury shares
Purchase of plant and equipment
Interest received
Acquisition of subsidiary, net of cash
22b
Cost associated with business combinations during the period
Net cash used in investing activities
Cash fl ows from fi nancing activities
Repayment of fi nance lease liabilities
Fixed deposit pledged
Dividends paid
Finance cost
Net cash used in fi nancing activities
Net change in cash and cash equivalents held
8
3
Cash and cash equivalents at beginning of fi nancial year/period
Effect of exchange rate change on balances of cash held in foreign
currencies
Cash and cash equivalents at end of fi nancial year/period
10
-
(452,308)
12,481
(214,744)
-
(654,571)
(18,146)
-
(740,848)
(3,249)
(762,243)
2,191,428
2,845,229
17,628
5,054,285
(2,883)
(133,886)
8,885
-
(105,000)
(232,884)
-
(84,574)
(1,129,025)
-
(1,213,599)
(987,313)
3,827,892
4,650
2,845,229
These fi nancial statements should be read in conjunction with the accompanying notes.
39
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to the fi nancial statements
For the year ended 31 August 2011
Annual Report 2011
1
Statement of signifi cant accounting policies
This fi nancial report includes the consolidated fi nancial statements and notes of Asian Centre for Liver Diseases and Transplantation
Limited and controlled entities (“Consolidated Group” or “Group”).
(a) Basis of preparation
The fi nancial report is a general purpose fi nancial report that has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards
Board (“AASB”) and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a fi nancial report
containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting
Standards ensures that the fi nancial statements and notes also comply with International Financial Reporting Standards.
Material accounting policies adopted in the preparation of this fi nancial report are presented below and have been consistently
applied unless otherwise stated.
The fi nancial report has been prepared on an accruals basis and is based on historical costs, modifi ed, where applicable, by the
measurement at fair value of selected non-current assets, fi nancial assets and fi nancial liabilities.
Asian Centre for Liver Diseases and Transplantation Limited (“ACLDT”) is a company domiciled in Australia.
On 18 August 2009, ACLDT completed its acquisition of all of the issued shares in Asian Centre for Liver Diseases and
Transplantation Inc. (including its wholly owned subsidiary Asian Centre for Liver Diseases and Transplantation Pte Ltd)
in consideration for the issue of post-consolidation shares in the Company. As a result of the reverse acquisition, the fi nancial
statements of the Company are now a continuation of the fi nancial statements of its legal subsidiary.
On 14 January 2010, the Australian Securities and Investments Commission (“ASIC”) granted relief to enable the Company
to change its fi nancial year end from 30 June to 31 August to align the fi nancial year end of ACLDT Ltd with that of its
subsidiary undertakings. As a result, the fi nancial report for the period ended 31 August 2010 refl ects the 14 months from the
1 July 2009 to 31 August 2010.
The consolidated fi nancial report is presented in Singapore Dollars (SGD) as a signifi cant portion of the group’s activity is
denominated in Singapore Dollars.
These consolidated fi nancial statements have been approved for issue by the Board of Directors on 3 November 2011.
(b) Principles of consolidation
A controlled entity is any entity over which Asian Centre for Liver Diseases and Transplantation Limited has the power to
govern the fi nancial and operating policies so as to obtain benefi ts from its activities. In assessing the power to govern, the
existence and effect of holdings of actual and potential voting rights are considered.
A list of controlled entities is contained in Note 22 to the fi nancial statements. All controlled entities have a 31 August fi nancial
year end.
As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated fi nancial
statements as well as their results for the year then ended. Where controlled entities have entered the Consolidated Group
during the year, their operating results have been included from the date control was obtained.
All inter-group balances and transactions between entities in the Consolidated Group, including any unrealised profi ts or
losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with those adopted by the parent entity.
Accounting policies of subsidiaries are consistent with those adopted by the parent entity.
40
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
(c) Business combinations
Business combinations occur where an acquirer obtains controls over one or more businesses and results in the consolidation
of its assets and liabilities.
Annual Report 2011
Notes to fi nancial statements (Cont’d)
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or
businesses under common control. The acquisition method requires that for each business combination one of the combining
entities must be identifi ed as the acquirer (i.e. parent entity). The business combination will be accounted for as at the
acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent
shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifi able assets
acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation
has been incurred and its fair value can be reliably measured.
The acquisition may result in the recognition of goodwill (refer Note 1(j)) or a gain from a bargain purchase. The method
adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in
the acquiree where less than 100% ownership interest is held in the acquiree.
The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value
of any previously held equity interest shall form the cost of the investment in the separate fi nancial statements. Consideration
may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the
acquiree and the entity interest issued by the acquirer.
Reverse acquisition, where the cost of the business combination is deemed to have been incurred by the legal subsidiary (ie. the
acquirer for accounting purposes) in the form of equity instruments issued to the owners of the legal parent (i.e. the acquiree
for accounting purposes), are accounted for under AASB 3: Business Combinations. The method calculates the fair value of
the instruments issued by the legal parent on the basis of existing instruments of the legal subsidiary.
All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profi t or loss and net assets that
is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the
parent and the non-controlling interests based on their respective ownership interests.
(d) Income tax
The income tax expense (benefi t) for the year comprises current income tax expense (benefi t) and deferred tax expense
(benefi t).
Current income tax expense charged to the profi t or loss is the tax payable on taxable income calculated using applicable
income tax rates that have been enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are
therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense refl ects movements in deferred tax asset and deferred tax liability balances during the year as
well unused tax losses.
Current and deferred income tax expense (benefi t) is charged or credited directly to equity instead of the profi t or loss when
the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the fi nancial statements. Deferred tax assets also result where amounts have been fully
expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an
asset or liability, excluding a business combination, where there is no effect on accounting or taxable profi t or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement
also refl ects the manner in when management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable
that future taxable profi t will be available against which the benefi ts of the deferred tax asset can be utilised.
41
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
Annual Report 2011
The amount of benefi ts brought to account or which may be realised in the future is based on the assumption that no adverse
change will occur in income tax legislation and the anticipation that the Company will derive suffi cient future assessable
income to enable the benefi t to be realised and comply with the conditions of deductibility imposed by the law.
(e) Inventories
Inventories are measured at the lower of cost and net realisable value.
The cost of inventories includes direct costs associated with the purchase of inventory including transportation costs.
(f) Plant & equipment
Each class of plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated
depreciation and impairment losses.
Plant and equipment are measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable
amount from these assets. The recoverable amount is assessed on the basis of the expected net cash fl ows that will be received
from the asset’s employment and subsequent disposal. The expected net cash fl ows have been discounted to their present
values in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the fi nancial year in
which they are incurred.
Depreciation
The depreciation of all fi xed assets is depreciated on a straight line basis over the asset’s useful life to the Consolidated Group
commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of fi xed asset
Offi ce equipment
Medical equipment
Computers
Furniture and fi ttings
Renovations
Depreciation Rate
5-6 years
5 years
5 years
5 years
4-5 years
The asset’s residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than
its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are
included in the statement of comprehensive income.
(g) Leases
Leased payments for operating leases, where substantially all the risks and benefi ts remain with the lessor, are charged as
expenses in the periods in which they are incurred.
In accordance with AASB 117 Leases, the economic ownership of a leased asset is transferred to the lessee if the lessee bears
substantially all the risks and rewards related to the ownership of the leased asset. The related asset is then recognised at the
inception of the lease at the fair value of the leased asset or, if lower, the present value of the lease payments plus incidental
payments, if any. A corresponding amount is recognised as a fi nance leasing liability, irrespective of whether some of these
lease payments are payable up-front at the date of inception of the lease. Leases of land and buildings are classifi ed separately
and are split into a land and a building element, in accordance with the relative fair values of the leasehold interests at the date
the asset is recognised initially.
42
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
Depreciation methods and useful lives for assets held under fi nance lease agreements correspond to those applied to comparable
assets which are legally owned by the Group. The corresponding fi nance leasing liability is reduced by lease payments less
fi nance charges, which are expensed as part of fi nance costs.
Annual Report 2011
The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to
profi t or loss over the period of the lease.
(h) Financial instruments
Initial recognition and measurement
Financial assets and fi nancial liabilities are recognised when the entity becomes a party to the contractual provisions to the
instrument. For fi nancial assets, this is equivalent to the date that the company commits itself to either the purchase or sale
of the asset (i.e. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction
costs except where the instrument is classifi ed “at fair value through profi t or loss” in which case transaction costs are expensed
to the profi t or loss immediately.
Classifi cation and subsequent measurement
Financial instruments are subsequently measured at either fair value, amortised cost using the effective interest rate method or
cost. Fair value represents the amount for which an asset could be exchanged, or a liability settled, between knowledgeable
willing parties. Where available, quoted prices in an active market are used to determine fair value.
The Group does not designate any interest in subsidiaries, associates or joint venture entities as being subject to the requirements
of accounting standards specifi cally applicable to fi nancial instruments.
(i) Loans and receivables
Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an
active market and are subsequently measured at amortised cost.
(ii) Held-to-maturity investments
These investments are non-derivative fi nancial assets that have fi xed maturities and fi xed or determinable payments, and
it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost.
(iii) Available for sale fi nancial assets
Available for sale fi nancial assets are non-derivative assets that are either not suitable to be classifi ed into other categories
of fi nancial assets due to their nature or they are designated as such by management. They comprise investments in the
equity of other entities where there is neither a fi xed maturity nor fi xed or determinable payments.
Available for sale fi nancial assets are included in non-current assets, except for those which are expected to mature within
12 months after the end of the reporting period.
(iv) Financial liabilities
Non-derivative fi nancial liabilities (excluding fi nancial guarantees) are subsequently measured at amortised cost.
(v) Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to
determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar
instruments and option pricing models.
Impairment
At each reporting date, the Group assesses whether there is objective evidence that a fi nancial instrument has been impaired.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash fl ows expires or the asset is transferred to
another party whereby the entity no longer has any signifi cant continuing involvement in the risks and benefi ts associated with
the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The
difference between the carrying value of the fi nancial liability extinguished or transferred to another party and the fair value
of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profi t or loss.
43
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
(i) Impairment of assets
Annual Report 2011
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there
is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being
the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the
asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.
Impairment testing is performed annually for goodwill.
(j) Intangibles
Goodwill
Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the sum of:
(i)
(ii)
(iii)
the consideration transferred;
any non-controlling interest; and
the acquisition date fair value of any previously held equity interests
over the acquisition date fair value of net identifi able assets acquired. Goodwill on acquisition of subsidiaries is included in
intangible assets.
Goodwill is tested for impairment annually and is allocated to the Group’s cash generating units or groups of cash generating
units, which represent the lowest level at which goodwill is monitored by where such level is not larger than an operating
segment.
(k) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment
in which that entity operates. The consolidated fi nancial statements are presented in Singapore dollars which is the Group’s
functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at
historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair
value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the statement of comprehensive income,
except where deferred in equity as a qualifying cash fl ow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the
gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the statement of comprehensive
income.
Group companies
The fi nancial results and position of foreign operations whose functional currency is different from the Group’s presentation
currency are translated as follows:
•
•
•
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the year; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on the translation of foreign operations are transferred directly to the Group’s foreign
currency translation reserve in the statement of comprehensive income. These differences are recognised in the statement of
comprehensive income in the year in which the operation is disposed.
44
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
Notes to fi nancial statements (Cont’d)
(l) Employee benefi ts
Provision is made for the Group’s liability for employee benefi ts arising from services rendered by employees to balance date.
Employee benefi ts that are expected to be settled within one year are measured at the amounts expected to be paid when the
liability is settled, plus related on-costs. Employee benefi ts payable later than one year are measured at the present value of the
estimated future cash outfl ows to be made for those benefi ts. Those cash fl ows are discounted using market yields on national
government bonds with terms to maturity that match the expected timing of cash fl ows.
Central Provident Fund (“CPF”) contributions: The Group makes contributions to the Central Provident Fund scheme
in Singapore, a defi ned contribution post-employment or pension scheme. Contributions to post-employment benefi ts under
defi ned contribution plans are recognised as an expense in the statement of comprehensive income as incurred.
Equity-settled compensation: The Group operates equity-settled share-based payment employee share and option schemes.
The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over
the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market
bid price. The fair value of options is ascertained using a binomial option pricing model which incorporates all market vesting
conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting date such
that the amount recognised for services received as consideration for the equity instruments granted shall be based on the
number of equity instruments that eventually vest.
(m) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is
probable that an outfl ow of economic benefi ts will result and that outfl ow can be reliably measured.
(n) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, demand deposits held with banks, other short-term highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an insignifi cant risk of changes in values.
(o) Revenue and other income
Revenue is measured at the fair value of the consideration received or receivable. Revenue from sale of goods or rendering of
a service is recognised upon delivery of the goods or service.
Interest revenue is recognised using the effective interest rate method, which, for fl oating rate fi nancial assets, is the rate
inherent in the instrument.
All revenue is stated net of goods and services tax (“GST”).
(p) Trade and other payables
Trade and other payables represent the liability outstanding at the end of the reporting year for goods and services received by
the Group during the reporting year which remains unpaid, The balance is recognised as a current liability with the amount
being normally paid within 30 days of initial recognition.
(q) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Tax Offi ce (“ATO”). In these circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense.
Receivables and payables are stated in the statement of fi nancial position inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of
fi nancial position.
Cash fl ows are included in the statement of cash fl ows on a gross basis. The GST components of cash fl ows arising from
investing and fi nancing activities which are recoverable from, or payable to, the ATO are classifi ed as operating cash fl ows.
45
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
(r) Share-based employee remuneration
Annual Report 2011
The Group operates equity-settled share-based remuneration plans for its employees. None of the Group’s plans feature any
options for a cash settlement.
All goods and services received in exchange for the grant of any share-based payment are measured at their fair values.
Where employees are rewarded using share-based payments, the fair values of employees’ services are determined indirectly
by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes
the impact of non-market vesting conditions (for example profi tability and sales growth targets and performance conditions).
All share-based remuneration is ultimately recognised as an expense in profi t or loss with a corresponding credit to ‘share
option reserve’.
If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available
estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that
the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is
recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately
exercised are different to that estimated on vesting.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up are allocated to
share capital.
(s) Transaction costs on the issue of equity instruments
Transaction costs arising from the issue of equity instruments are recognised directly in equity as a reduction of the proceeds
of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with
the issue of those equity instruments and which would not have been incurred had those instruments not been issued.
(t) Comparative fi gures
When required by Accounting Standards, comparative fi gures have been adjusted to conform to changes in presentation for
the current fi nancial year.
(u) New and Revised Accounting Standards
The Group has adopted the following revisions and amendments to AASB’s issued by the Australian Accounting Standards
Board and IFRS issued by the International Accounting Standards Board, which are relevant to and effective for the Group’s
fi nancial statements for the annual period beginning 1 July 2010:
•
•
Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project–
AASB 2009-5
Improvements to IFRSs- AASB 2010-03.
The adoption of new and revised Accounting Standards effective for the fi nancial statements for the annual period beginning
1 July 2010 did not have a material impact on the Group’s fi nancial statements.
46
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
(v) Accounting standards not yet effective
AASB 9 Financial Instruments and AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9
(Effective from 1 January 2013)
Annual Report 2011
Notes to fi nancial statements (Cont’d)
AASB 9 introduces new requirements for the classifi cation and measurement of fi nancial assets and liabilities. AASB 9 uses a
single approach to determine whether a fi nancial asset is measured at amortised cost or fair value, replacing the many different
rules in AASB 139 and removes the impairment requirement for fi nancial assets held at fair value.
In addition, the majority of requirements from AASB 139 for the classifi cation and measurement of fi nancial liabilities has
been carried forward unchanged, except in relation to own credit risk where an entity takes the option to measure fi nancial
liabilities at fair value. AASB 9 requires the amount of the change in fair value due to changes in the entity’s own credit risk to
be presented in other comprehensive income (OCI), unless there is a accounting mismatch in the profi t or loss, in which case
all gains or losses are to be presented in the profi t or loss.
The amendment is not expected to have any impact on the group’s fi nancial statements.
AASB 124 Related Party Disclosures and AASB 2009-12 Amendments to Australian Accounting Standards arising from
AASB 124 (Effective from 1 January 2011)
The amendment clarifi es and simplifi es the defi nition of a related party and removes the requirement for government-related
entities to disclose details of all transactions with the government and other government-related entities. The group will apply
the amended standard from 1 July 2011. When the amendments are applied, the group will need to disclose any transactions
between its subsidiaries and it associated. However, there will be no impact on any of the amounts recognised in the fi nancial
statements.
(w) Impact of the Carbon Tax Legislation
On 10 July 2011, the Commonwealth Government announced the “Securing a Clean Energy Future – the Australian
Government’s Climate Change Plan”. Whilst the announcement provides further details of the framework for a carbon pricing
mechanism, uncertainties continue to exist on the impact of any carbon pricing mechanism on the Group as legislation must
be voted on and passed by both Houses of Parliament. In addition, as the Group will not fall within the “Top 500 Australian
Polluters”, the impact of the Carbon Scheme will be through indirect effects of increased prices on many production inputs
and general business expenses as suppliers subject to the carbon pricing mechanism are likely to pass on their carbon price
burden to their customers in the form of increased prices. Directors expect that this will not have a signifi cant impact upon the
operation costs within the business, and therefore will not have an impact upon the valuation of assets and/or going concern
of the business.
(x) Critical accounting estimates and judgements
The directors evaluate estimates and judgements incorporated into the fi nancial report based on historical knowledge and
best available information. Estimates assume a reasonable expectation of future events and are based on current trends and
economic data, obtained both externally and within the Group.
Key Estimates and Judgements
(i) Impairment
The Group assesses impairment at each reporting date by evaluating conditions and events specifi c to the Group that may
lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value
in use calculations and valuations from independent valuers are performed and used in assessing recoverable amounts, these
calculations and valuations incorporate a number of key estimates.
47
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
2 Revenue
Annual Report 2011
Operating activities
Provision of services
Sale of medication
Total revenue from operating activities
Other revenue
Interest received
Other income
Total other revenue
3 Finance expense
Consolidated Group
2011
S$
2010
S$
17,384,876
17,369,484
3,377,907
3,122,335
20,762,783
20,491,819
12,481
9,182
21,663
8,885
3,308
12,193
Interest expense on obligation under fi nance lease
3,249
-
4 Profi t for the year/period
The profi t for the year/period has been arrived at after crediting/(charging) the following items:
a. Expenses
Cost of sales
Foreign currency translation gain/(loss)
Bad and doubtful debts
Consolidated Group
2011
S$
2010
S$
(10,839,156)
(11,524,066)
450
-
(72)
(1,524)
Administrative expenses include rental expense on operating leases as follows:
- premises
(486,721)
(453,696)
Depreciation and amortisation is refl ected in the statement of comprehensive
income as follows:
- depreciation
Professional fees
Credit card charges
Central Provident Fund
Share option expense
(231,733)
(151,430)
(114,984)
(153,722)
(15,469)
(40,568)
(181,091)
(99,725)
-
-
48
Asian Centre for Liver Diseases and Transplantation Limited
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5 Income Tax Expense
Annual Report 2011
Notes to fi nancial statements (Cont’d)
a. The components of tax expense comprise:
Current tax
Deferred tax
(Over)/under provision in respect of prior years
Note
Consolidated Group
2011
S$
2010
S$
16
383,826
34,542
(69,555)
348,813
493,298
-
666
493,964
b. The prima facie tax on profi t before income tax is reconciled to the income tax as follows:
Prima facie tax payable on profi t before income tax at 17% (2010: 17%)
321,317
481,723
Add:
Tax effect of:
- (over)/under provision for income tax in prior years
- partial income tax exemption
- current year losses for which no deferred tax asset was recognised
Income tax expense
(69,555)
(25,925)
122,976
348,813
666
(25,925)
37,500
493,964
6 Key Management Personnel Compensation
The key management personnel (“KMP”) compensation included in employment expenses includes:
Short-term benefi ts
Post employment benefi t
Share based payments
Total compensation
Detailed remuneration disclosures are provided in the remuneration report.
2011
S$
2010
S$
3,469,065
3,215,174
35,042
15,469
31,608
-
3,519,576
3,246,782
49
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
Annual Report 2011
KMP Options and Right Holdings
All directors and executives may be allocated options to acquire shares in the Group under the Incentive Option Scheme approved
by shareholders from time to time. The last such scheme was approved by shareholders at the Annual General Meeting of
shareholders held on 6 December 2010.
The number of options over ordinary shares held by each KMP of the Group during the fi nancial year is as follows:
31 August 2011
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Hoong Kee Tang
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
Balance at
beginning
of year
Granted as
remuner ation
during the
year
Exercised
during
the year
Lapsed/
cancelled
Balance
at end of
year
Balance
vested
as end of
year
Vested during
the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
842,000
457,000
1,299,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
842,000
457,000
1,299,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
There were no share options issued during the last fi nancial period ended 31 August 2010.
KMP Shareholdings
The number of ordinary shares in Asian Centre for Liver Diseases and Transplantation Limited held by each KMP of the Group
during the fi nancial year is as follows:
31 August 2011
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Hoong Kee Tang
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
* At date of appointment
Balance at
beginning of
year
102,298,250
21,324,600
-
-
-
-
-
-
123,622,850
Issued during the
year
Issued on
exercise
of options
during
the year
Other changes
during the year
Balance at end
of year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,084,090*
-
-
102,298,250
21,324,600
4,084,090
-
-
561,915*
561,915
-
-
-
-
4,646,005
128,268,855
50
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Annual Report 2011
Notes to fi nancial statements (Cont’d)
Balance at
beginning of
period
Issued during the
period
-
-
-
-
-
-
-
-
-
-
102,298,250
21,324,600
-
-
486,988
133,805
10,000
-
-
124,253,643
Issued on
exercise
of options
during
the
period
-
-
-
-
-
-
-
-
-
-
Other changes
during the period
Balance at end
of period
-
-
-
-
-
-
-
-
-
-
102,298,250
21,324,600
-
-
486,988
133,805
10,000
-
-
124,253,643
31 August 2010
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Hoong Kee Tang
Mr Heng Boo Fong
Mr Ravindran Govindan
Mr Aurelio Costarella
Mr Sam Di Giacomo
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
Other KMP Transactions
There have been no other transactions involving equity instruments other than those described in the tables above.
For details of other transactions with KMP, refer to Note 26: Related Parties.
7 Auditor’s Remuneration
Remuneration of the parent entity auditor, Grant Thornton Audit Pty Ltd:
- auditing or reviewing the fi nancial report
- taxation services
Remuneration of related practices of Grant Thornton Audit Pty Ltd:
- auditing or reviewing the fi nancial report of subsidiaries
- taxation services
Consolidation Group
2011
S$
2010
S$
34,741
12,095
65,408
5,308
22,427
-
55,992
4,192
51
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Notes to fi nancial statements (Cont’d)
8 Dividends
Annual Report 2011
Final unfranked dividend of 0.3 S cents per share in respect of fi nancial
period ended 2010
Interim unfranked dividends 0.1 S cents per share
(2010 : 0.6 S cents per share)
Consolidation Group
2011
S$
492,950
247,898
2010
S$
-
1,129,025
740,848
1,129,025
Following the completion of accounts the Directors propose to declare a fi nal unfranked dividend of S$0.003
(A$0.002) (2010 : S$0.003) per qualifying ordinary share in respect of the fi nancial year ended 31 August 2011, to
be paid to the shareholders in December 2011.
This dividend has not been included as a liability in these fi nancial statements and will be paid to all shareholders
on the Register of Members at the relevant date. The total estimated to be paid is S$493,000 (A$377,000).
9 Earnings per Share
Profi t for the year/period
Consolidation Group
2010
S$2,339,699
2011
S$1,625,102
Weighted average number of ordinary shares during the year/period used in
calculating basic EPS
188,454,000
188,033,135
Effect of dilution:
Share option
Weighted average number of ordinary shares during the year/period used in
calculating diluted EPS
811,875
-
189,265,875
188,033,135
Basic earnings per share (S cents)
Diluted earnings per share (S cents)
0.86
0.86
1.24
1.24
10 Cash and Cash Equivalents
Consolidation Group
Cash and bank balances
Fixed deposit pledged
2011
S$
5,054,285
121,190
5,175,475
2010
S$
2,845,229
121,190
2,966,419
The effective interest rate on short-term bank deposits was 0.70% (2010 : 0.70%) per annum; these deposits have
an average maturity of 24 months (2010 : 24 months).
The Fixed deposit is pledged to a bank for performance guarantee relating to the operating lease.
52
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Reconciliation of cash
Cash at the end of the fi nancial year as shown in the statement of cash fl ows is reconciled to items in the statement
of fi nancial position as follows:
Annual Report 2011
Notes to fi nancial statements (Cont’d)
Cash and cash equivalents
Less: Fixed deposit pledged
Cash and cash equivalents in the statement of cash fl ows
11 Trade and Other Receivables
Trade receivables
Current
Trade receivables
Other receivables
Deposits
Total current trade and other receivables
5,175,475
(121,190)
5,054,285
2,966,419
(121,190)
2,845,229
Consolidation Group
2011
S$
2010
S$
998,567
35,101
17,300
1,050,968
2,618,669
89,783
2,000
2,710,452
a Provision for impairment of receivables
Current trade and term receivables are non-interest bearing loans and generally on 30-day terms. A provision for
impairment is recognised when there is objective evidence that an individual trade or term receivable is impaired.
No trade or other receivables are considered past due and impaired.
b Credit risk
The group has no signifi cant concentration of credit risk with respect to any single counter party or group of
counter parties.
The following table details the Group’s trade receivables exposed to credit risk with ageing analysis. Amounts
are considered as ‘past due’ when the debt has not been settled, with the terms and conditions agreed between
the Group and the customer or counter party to the transaction. Receivables that are past due are assessed for
impairment by ascertaining solvency of the debtors and are provided for where there are specifi c circumstances
indicating that the debt may not be fully repaid to the Group.
The balances of receivables that remain within initial trade terms are considered to be high credit quality.
Current
Due 1 - 30 days
Due 31- 60 days
Due over 60 days
12 Inventories
Current
- Medical Supplies at cost
Total inventories
Consolidation Group
2011
S$
2010
S$
454,760
146,607
349,186
48,014
998,567
1,069,665
663,394
501,198
384,412
2,618,669
Consolidation Group
2011
S$
2010
S$
261,675
261,675
369,384
369,384
53
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
13 Plant and Equipment
Annual Report 2011
Consolidated Group
2011
S$
2010
S$
Offi ce equipment
At Cost
Accumulated depreciation
Total offi ce equipment
Medical equipment
At Cost
Accumulated depreciation
Total medical equipment
Computers
At Cost
Accumulated depreciation
Total computers
Furniture and fi ttings
At cost
Accumulated depreciation
Total furniture and fi ttings
Renovations
At cost
Accumulated depreciation
Total Renovations
Total plant and equipment
63,055
(30,645)
32,410
495,058
(108,144)
386,914
124,073
(38,340)
85,733
61,077
(19,253)
41,824
487,172
(160,024)
327,148
874,029
31,487
(24,443)
7,044
55,829
(51,011)
4,818
123,544
(71,032)
52,512
19,024
(9,023)
10,001
144,926
(35,928)
108,998
183,373
54
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
Notes to fi nancial statements (Cont’d)
Offi ce
equipment
Medical
equipment
Computers
Furniture and
fi ttings
Renovations
Total
S$
S$
S$
S$
S$
S$
a. Movements in Carrying Amounts
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current
fi nancial year.
Consolidated Group
Balance at 31 August 2010
Additions
Addition through business
combination
Depreciation expense
Currency alignment
Carrying amount at 31 August 2011
7,044
25,719
9,077
(8,593)
(837)
32,410
4,818
426,429
15,106
(59,671)
232
386,914
52,512
55,810
-
(22,723)
134
85,733
10,001
42,053
-
(10,811)
581
41,824
108,998
-
399,894
(129,935)
(51,809)
327,148
183,373
550,011
424,077
(231,733)
(51,699)
874,029
Included in medical equipment is medical equipment under fi nance lease arrangement amounting to $208,467 (2010 : Nil).
Finance lease liabilities (see note 18) are secured by the related assets held under fi nance leases.
14 Intangible Assets
Total Intangible Assets
Goodwill
Cost
Accumulated impairment losses
Closing carrying value at the end of the year/period
Reconciliation of Goodwill
Balance at the beginning of year/period
Additions
Disposals
Impairment losses
Consolidated Group
2011
S$
2010
S$
266,123
-
266,123
266,123
-
266,123
266,123
266,123
-
-
-
-
-
-
Closing carrying value at the end of the year/period
266,123
266,123
Impairment test for goodwill
Goodwill is allocated to cash generating units (“CGU’s”) according to applicable business operations. There is no impairment loss
in the current year and prior period. In the current fi nancial year and prior fi nancial period, ACLDT had one cash generating unit
which is medical services. The recoverable amount of a CGU is based on value-in-use calculations. These calculations are based on
projected cash fl ows approved by management covering a period not exceeding fi ve years. Management’s determination of cash fl ow
projections and gross margins are based on past performance and its expectation for the future. The present value of future cash fl ows
has been calculated using a discount rate of 7% (2010 : 7%) and a growth rate of 5% (2010 : 5%) per annum to determine value-in-use.
No impairment loss was required for the carrying value of goodwill as the recoverable amount was assessed to be in excess of its
carrying value. The directors believe that any reasonable change in the key assumptions will not materially cause the recoverable
value of the CGU to be lower than the carrying amount.
55
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Notes to fi nancial statements (Cont’d)
15 Trade and Other Payables
Annual Report 2011
Current
Trade payables
Patients’ deposits
Sundry payables and accrued expenses
Total current trade and other payables
16 Taxation
Current
Income tax payable
Non-current
Consolidated Group
2011
S$
2010
S$
2,303,633
2,356,492
788,073
524,518
547,416
363,723
3,616,224
3,267,631
Consolidated Group
2011
S$
2010
S$
322,542
489,034
Deferred tax liabilities:
Tax allowances relating to plant & equipment
Net deferred tax liability
1 September 2010
S$
Recognised in profi t
and loss
S$
31 August
2011
S$
3,950
3,950
34,542
34,542
38,492
38,492
Deferred tax liabilities:
Tax allowances relating to plant & equipment
Net deferred tax liability
17 Other Payables
1 September 2009
S$
Recognised in profi t
and loss
S$
31 August
2010
S$
3,950
3,950
-
-
3,950
3,950
Consolidated Group
2011
S$
2010
S$
Other payables
723,311
921,029
Included in Other payables is an amount owing to previous shareholders of Asian Centre for Liver Diseases and
Transplantation Inc of $515,200 (2010 : $921,029). Also included is an amount owing to non-controlling interest
of $208,261 (2010 : Nil). The amounts owing has no fi xed term of repayment, is interest free and is not due within
one year.
56
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
Notes to fi nancial statements (Cont’d)
18 Finance Lease
Current
Non-current
19 Issued Capital
188,454,000 Fully paid ordinary shares (2010 : 188,454,000)
Total capital
Consolidated Group
2011
S$
44,990
125,664
170,654
2010
S$
-
-
-
Consolidated Group
2011
S$
266,133
266,133
2010
S$
266,133
266,133
Changes to the then Corporation Law abolished the authorised capital and par value concept in relation to share
capital from 1 July 1998. Therefore, the parent entity does not have a limited amount of authorised capital and
issued shares do not have a par value.
Ordinary Shares
At the beginning of reporting year
Shares issued during year:
At reporting date
Treasury Shares
At the beginning of reporting year
Shares purchased during year
At reporting date
Consolidated Group
Number
S$
188,454,000
266,133
-
-
188,454,000
266,133
47,500
-
47,500
2,883
-
2,883
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the
number of shares held.
At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
c. Capital Management
Management controls the capital of the Group in order to provide shareholders with adequate returns and ensure
that the Group can fund its operations and continue as a going concern. Currently the Group’s debt relates to
fi nance lease only.
There are no externally imposed capital requirements.
There have been no changes in the strategy adopted by management to control the capital during the year.
57
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
Annual Report 2011
20 Reserves
Nature and purpose of reserve
(i) Share-based payments
The share-based payments reserve is used to recognise:
• The grant date of fair value of options issued to employees but not exercised
• The grant date fair value of shares issued to employees
• The issue of shares held by the ACLDT Employee Share Trust to employees
(ii) Transactions with non-controlling interests
The reserve is used to record the differences described in note 1(c) which may arise as a result of transactions with non-
controlling interests that do not result in a loss of control.
(iii) Foreign currency translation
Exchange difference arising on translation of the foreign controlled entity are recognised in other comprehensive income as
described in note 1(k) and accumulated in a separate reserve within equity. The cumulative amount is reclassifi ed to profi t or
loss when the net investment is disposed of.
(iv) Reserve for own shares
The reserve for the Company’s own shares comprises the cost of the Company’s shares held by the Group. At 31 August 2011,
the Group held 47,500 of the Company’s shares (2010 : 47,500)
21 Share-Based Payments
i. On 23 November 2009, the shareholders of ACLDT approved the establishment of the ACLDT Employee Share Option Plan
and the rules that govern the operation of the Plan. Minor amendments to the Rules have been approved by shareholders at
the Annual General Meeting since. The options are granted under the Plan for no consideration and hold no voting or dividend
rights and are not transferable. On 17 January 2011, 1,299,000 share options were granted to certain key management
personnel under the Plan to take up ordinary shares at an exercise price of A$0.088 each. The options are exercisable on or
before 17 January 2016.
ii. Options granted to key management personnel are as follows:
Grant Date
17 January 2011
Number
1,299,000
These options vest over a 3-year period and are subject to service conditions such that only a third of the options granted
may be exercised on or after the fi rst, second and third anniversary of the grant. Options expire at the earlier of termination
of employment or fi ve years after the grant date. Further details of these options are provided in the Directors’ report. The
options lapse when a KMP ceases their employment with the Group. During the fi nancial year, no options were vested with
key management personnel (2010 : Nil).
iii. The Company established the ACLDT Employee Share Option Plan as a long-term incentive scheme to recognise talent
and motivate executives to strive for Group performance. Employees are granted options which vest over 3 years, subject to
meeting specifi ed service criteria. The options are issued for no consideration and carry no entitlements to voting rights or
dividends of the Group but have been listed. The number available to be granted is determined by the joint Normination and
Remuneration Committee and is based on performance measures including growth in shareholder return, return on equity,
cash earnings, and group EPS growth.
Options are forfeited 30 days after the holder ceases to be employed by the Group, unless the Board determines otherwise (this
is usually only in the case of retirement, redundancy, death or disablement).
The options are issued with an exercise price determined by the joint Normination and Remuneration Committee to be either:
(a) a price equal to the Market Price or such higher price as may be determined by the Committee in its absolute
discretion; or
(b) a price which is set at a discount to the Market Price, the quantum of such discount to be determined by the Committee
in its absolute discretion, provided that the maximum discount which may be given in respect of any Option shall not
exceed twenty (20) per cent of the Market Price in respect of the that Option.
58
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
The Market Price is defi ned as the weighted average closing sale price of the shares recorded on the Australian Securities
Exchange (“ASX”) over the last 5 trading days on which sales of the shares were recorded preceding the day on which the
Committee resolves to invite the application for an Option.
Annual Report 2011
Notes to fi nancial statements (Cont’d)
A summary of the movements of all Company options issues is as follows:
Number
Weighted average exercise price
Options outstanding as at 31 August 2010
Granted
Forfeited
Exercised
Expired
Options outstanding as at 31 August 2011
Options exercisable as at 31 December 2011:
Options exercisable as at 31 December 2010:
-
1,299,000
-
-
-
1,299,000
-
-
-
A$0.088
-
-
-
-
-
The weighted average remaining contractual life of options outstanding at year end was 4.4 years. The exercise price of
outstanding shares at the end of the reporting year was A$0.088.
The fair values of options granted were determined using a variation of the binomial option pricing model that takes into
account factors specifi c to the share incentive plans, such as the vesting period. The total shareholder return performance
condition related to the Scheme, being a market condition, has been incorporated into the measurement by means of actuarial
modelling. The following principal assumptions were used in the valuation:
Grant date
Vesting period ends
Share price at date of grant
Volatility
Option life
Dividend yield
Risk free investment rate
Fair value at grant date
Exercise price at date of grant
Exercisable from / to
17 January 2011
17 January 2014
A$0.12
69%
5 years
5.830%
2.875%
A$0.04
A$0.088
17 January 2012-
17 January 2016
Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of
future movements. The life of the options is based on the historical exercise patterns, which may not eventuate in the future.
59
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Notes to fi nancial statements (Cont’d)
22 Controlled Entities
a. Controlled entities consolidated
Annual Report 2011
The foreign currency revaluation reserve records exchange differences arising on translation of a foreign controlled subsidiary.
Country of
incorporation
Percentage owned (%)
2011
2010
Asian Centre for Liver Diseases and Transplantation Limited
Australia
Subsidiary of Asian Centre for Liver Diseases and Transplantation Limited:
Asian Centre for Liver Diseases and Transplantation Inc.
Subsidiary of Asian Centre for Liver Diseases and Transplantation Inc.:
Asian Centre for Liver Diseases and Transplantation Pte Ltd
ALC Management Consultancy Pte Ltd
Subsidiary of Asian Centre for Liver Diseases and Transplantation Pte. Ltd :
Asian Liver Centre Co. Limited
Associate of Asian Centre for Liver Diseases and Transplantation Pte. Ltd :
PT. Asian Liver Center Indonesia
b. Acquisition of controlled entities
British Virgin
Isles
Singapore
Singapore
Vietnam
Indonesia
100
100
100
100
70
50
100
-
-
-
(A) Asian Centre for Liver Diseases and Transplantation Pte Ltd, a subsidiary of Asian Centre for Liver Diseases and
Transplantation Ltd, on 10 September 2010, acquired 70% of Asian Liver Centre Co. Limited (“ALC VN”), a
newly set up limited liability company incorporated in Vietnam and is a provider of specialist medical consultation
and services in hepatology practice and related fi elds.
(B) Asian Centre for Liver Diseases and Transplantation Pte Ltd, a subsidiary of Asian Centre for Liver Diseases
and Transplantation Ltd, on 8 October 2010, committed to invest in 50% of the shares in PT. Asian Liver Center
Indonesia, a newly set up limited liability company incorporated in Indonesia with an intended activity as a provider
of specialist medical consultation and services in hepatology practice and related fi elds and referral centre. PT.
Asian Liver Center Indonesia was dormant at the reporting date
(C) Asian Centre for Liver Diseases and Transplantation Inc., a subsidiary of Asian Centre for Liver Diseases and
Transplantation Ltd, on 11 November 2010, incorporated a fully owned subsidiary called ALC Management
Consultancy Pte Ltd, a limited liability company in Singapore with an intended activity of providing management
and consultancy services in the healthcare industry. ALC Management Consultancy Pte Ltd was dormant at the
reporting date.
60
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
Notes to fi nancial statements (Cont’d)
Purchase consideration
Fair values of assets acquired and liabilities assumed at acquisition date:
Cash and cash equivalents
Inventories
Property, plant and equipment
Trade and other payables
Current borrowings
Consideration paid
Cash and cash equivalents
Net cash fl ow of acquisition
(A)
25,534
573
365,318
(58,370)
(92,777)
240,278
(25,534)
214,744
The fi nancial effect of this transaction has been refl ected in the fi nancial statements for the year ended 31 August 2011 based
on estimates of the fair value of the assets acquired and the liabilities assumed.
Revenue of ALCVN included in the consolidated revenue of the Group since the acquisition on 10 September 2010 amounted to
S$31,000. Loss of ALCVN included in the consolidated profi t of the Group since the acquisition date amounted to S$196,000.
Prior to the acquisition date, ALCVN had not commenced operations.
23 Leasing Commitments
Operating leases
Non-cancellable operating leases contracted for but not capitalised in the fi nancial statements:
Payable – minimum lease payments
Not longer than 1 year
Longer than 1 year but not longer than 5 years
Consolidated Group
2011
S$
2010
S$
164,066
155,921
319,987
371,926
-
371,926
The Group continues to lease space under a pre-existing lease agreement for $37,400 monthly. Contractual terms of the lease expired
in June 2011 and there have been no subsequent renewal as of release of these fi nancial statements.
Future minimum fi nance lease payments at the end of each reporting period under review were as follows:
Minimum lease payments due
Within 1 year
1 to 5 years
After 5 years
$’000
$’000
$’000
Total
$’000
31 August 2011
Lease payments
Finance charges
Net present values
31 August 2010
Lease payments
Finance charges
Net present values
132,671
(7,007)
125,664
-
-
-
-
-
-
-
-
-
184,019
(13,365)
170,654
-
-
-
51,348
(6,358)
44,990
-
-
-
61
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Notes to fi nancial statements (Cont’d)
24 Cash Flow Information
Annual Report 2011
a Reconciliation of cash fl ow from operations with profi t after income tax
Profi t after income tax
Adjustment for cost associated with business combinations during the period
Non cash fl ows in profi t:
Depreciation and amortisation
Foreign currency translation
Employee share option cost
Finance income
Finance cost
Changes in assets and liabilities:
Decrease in trade and other receivables
Decrease/(increase) in inventories
Increase/(decrease) in trade and other payables
(Decrease)/increase in deferred and current tax liabilities
Net cash provided by operating activities
b Acquisition of entities
During the year, the following entities were acquired:
Consolidated Group
2011
S$
2010
S$
1,541,289
-
231,733
(108,886)
15,469
(12,481)
3,249
-
1,659,483
108,282
302,054
(131,950)
3,608,242
2,339,699
105,000
40,568
(11,581)
-
-
-
-
534,424
(6,190)
(2,666,637)
123,887
459,170
Asian Centre for Liver Diseases and Transplantation Pte Ltd, a subsidiary of Asian Centre for Liver Diseases and Transplantation
Ltd, on 10 September 2010, acquired 70% of Asian Liver Centre Co. Limited (“ALCVN”), a newly set up limited liability company
incorporated in Vietnam and is a provider of specialist medical consultation and services in hepatology practice and related fi elds.
This was fully funded via cash and has been considered in Note 22 to this fi nancial report.
Asian Centre for Liver Diseases and Transplantation Pte Ltd, a subsidiary of Asian Centre for Liver Diseases and Transplantation
Ltd, on 8 October 2010, committed to invest in 50% of the shares in PT. Asian Liver Center Indonesia, a newly set up limited
liability company incorporated in Indonesia with an intended activity as a provider of specialist medical consultation and services in
hepatology practice and related fi elds and referral centre. PT. Asian Liver Center Indonesia was dormant at the reporting date.
Asian Centre for Liver Diseases and Transplantation Inc., a subsidiary of Asian Centre for Liver Diseases and Transplantation
Ltd, on 11 November 2010, incorporated a fully owned subsidiary called ALC Management Consultancy Pte Ltd, a limited liability
company in Singapore with an intended activity of providing management and consultancy services in the healthcare industry. ALC
Management Consultancy Pte Ltd was dormant at the reporting date.
c Non-cash investing and fi nancing activities
Acquisition of medical equipment by means of fi nance lease
208,467
-
2011
S$
2010
S$
62
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Annual Report 2011
Notes to fi nancial statements (Cont’d)
25 Events After the Balance Sheet Date
During the ALCVN Members’ Council meetings held on 3 October 2011, all shareholders of ALCVN passed a resolution to issue
new shares to Hoa Lam Consultant Investment Ltd to raise its shareholding in ALCVN from 25% to 67.86%. ACLDT’s shareholding
in ALCVN will be diluted from 70% to 30% as a result of the proposed capital enlargement. The new shares will be issued upon
fi nalisation of a new Joint Venture Agreement (“JVA”). As at the date of this report, the new JVA has yet to be fi nalised.
Other than the above, no matters or circumstances have arisen since the end of the fi nancial year which signifi cantly affected or may
signifi cantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future fi nancial
years.
26 Related Party
A number of directors of the Group, or their director-related entities, held positions in other entities during the fi nancial year that
result in them having control or signifi cant infl uence over the fi nancial or operating policies of those entities.
The terms and conditions of the transactions with directors and their director related entities were no more favourable to the directors
and their director related entities than those available, or which might reasonably be expected to be available, on similar transactions
to non-director related entities on an arm’s length basis.
The aggregate amounts recognised during the year (excluding re-imbursement of expenses incurred on behalf of the Company)
relating to directors and their director-related entities were as follows:
Disclosure relating to key management personnel are set out in note 6.
Other related party transactions
Related corporation :
Patient referral fees
2011
S$
2010
S$
255
9,893
The related corporation is a company in which one of the directors, Dato’ Dr Kai Chah Tan is a director and shareholder.
Related party balances
Other payables:
Old shareholders
Non-controlling interest
2011
S$
2010
S$
515,200
208,261
921,029
-
The above balance payable to the old shareholders of Asian Centre for Liver Diseases and Transplantation Inc, who are also directors
and shareholders of ACLDT, is a result of the acquisition of the Company by ACLDT. The balance payable to non-controlling interest
represents loan made by Hoa Lam Consultant Investment Ltd to ALCVN. The amounts owing has no fi xed term of repayment, is
interest free and is not due within one year as disclosed in note 17.
Other than the related party information disclosed elsewhere in the fi nancial statements, the above are signifi cant related party
transactions entered into by Asian Centre for Liver Diseases and Transplantation Pte Ltd, a wholly owned subsidiary of ACLDT, with
related companies at agreed rates.
63
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
Annual Report 2011
27 Operating Segments
AASB 8 requires operating segments to be identifi ed on the basis of internal reports about components of the Consolidated Group
that are regularly reviewed by the chief operating decision maker, the Board of directors (chief operating decision makers), in order to
allocate resources to the segment and to assess its performance. The Consolidated Group has identifi ed its operating segments to be as
follows based on distinct operational activities:
(i) Provision of medical consultation and services in the hepatology and related fi elds; and
(ii) Corporate activities.
This is the basis on which internal reports are provided to the Board for assessing performance and determining the allocation of
resources within the Consolidated Group. Unless stated otherwise, all amounts reported to the Board, being the chief decision maker
with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the
annual fi nancial statements of the Group.
The Consolidated Group operates primarily in one business, namely the provision of medical consultation and services in the hepatology
and related fi elds.
Details of the performance of each of these operating segments for the fi nancial periods ended 31 August 2010 and 31 August 2011
are set out below:
(i) Segment Performance
Segment revenue
Medical consultation
Corporate
Total
2011
S$
2010
S$
2011
S$
2010
S$
2011
S$
2010
S$
External sales revenue
20,762,783
20,491,819
-
-
20,762,783
20,491,819
Inter segment sales
-
-
1,600,000
3,000,000
1,600,000
3,000,000
Total segment revenue
20,762,783
20,491,819
1,600,000
3,000,000
22,362,783
23,491,819
Reconciliation of segment revenue to Group revenue:
Inter-segment eliminations
Total Group revenue
(1,600,000)
(3,000,000)
20,762,783
20,491,819
Segment net profi t/(loss) before tax
2,100,472
3,054,253
(210,370)
(220,590)
1,890,102
2,833,663
(ii) Segment assets
Medical consultation
Corporate
Total
2011
S$
2010
S$
2011
S$
2010
S$
2011
S$
2010
S$
Segment assets
8,671,892
6,584,151
15,579,253
15,700,035
24,251,145
22,284,186
Reconciliation of segment assets to Group assets:
Inter-segment eliminations
Unallocated assets intangibles
Total Group assets
(16,888,998)
(16,054,558)
266,123
266,123
7,628,270
6,495,751
Segment asset increases in the year/period
Capital expenditure
550,011
Acquisitions
424,077
133,886
-
974,088
133,886
-
-
-
-
550,011
133,886
15,433,758
424,077
15,433,758
15,433,758
974,088
15,567,644
64
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only (iii) Segment liabilities
Annual Report 2011
Notes to fi nancial statements (Cont’d)
Medical consultation
Corporate
Total
2011
S$
2010
S$
2011
S$
2010
S$
2011
S$
2010
S$
Segment liabilities
(4,653,720)
(3,729,841)
(1,475,280)
(1,544,574)
(6,129,000)
(5,274,415)
Reconciliation of segment liabilities to Group liabilities:
Inter-segment eliminations
Total Group liabilities
(iv) Revenue by geographical location
Revenue attributable to external customers is disclosed below, based on the location of where the
revenue was derived:
Singapore
Outside Singapore
Total revenue
(v) Assets by geographical location
Assets by geographical location
Australia
Vietnam
Singapore
Total assets
1,257,777
592,771
(4,871,223)
(4,681,644)
Consolidated Group
2011
S$
2010
S$
20,731,812
20,491,819
30,971
-
20,762,783
20,491,819
Consolidated Group
2011
S$
2010
S$
145,482
517,026
266,263
6,965,762
6,229,488
7,628,270
6,495,751
(vi) Major Customers
The Group is not reliant on any one major customer to whom it provides its products or services.
65
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Notes to fi nancial statements (Cont’d)
Annual Report 2011
28 Financial risk management policies
The Group’s fi nancial instruments consist mainly of cash at bank and accounts receivable and payable.
The totals for each category of fi nancial instruments, measured in accordance with AASB 119 as detailed in the accounting policies to
the fi nancial statements, are as follows.
Financial assets
Cash and cash equivalents
Trade and other receivables
Total fi nancial assets
Financial liabilities
Trade and other payables
Other non-current payables
Finance lease
Total fi nancial liabilities
Total net fi nancial assets
Consolidated Group
2011
S$
2010
S$
5,175,475
2,966,419
1,050,968
2,710,452
6,226,443
5,676,871
(3,616,224)
(3,267,631)
(723,311)
(921,029)
(170,654)
-
(4,510,189)
(4,188,660)
1,716,254
1,488,211
66
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Financial risk management policies
The Board is responsible for monitoring and managing fi nancial risk exposures of the Group.
Specifi c fi nancial risk exposures and management
Annual Report 2011
Notes to fi nancial statements (Cont’d)
The main risk the Group is exposed to include foreign exchange risk, credit risk, liquidity risk and treasury management risk.
(a)
Foreign exchange risk
Exposure to foreign exchange risk may result in the fair value or future cash fl ows of a fi nancial instrument fl uctuating due
to movement in foreign exchange rates of currencies in which the Group holds fi nancial instruments which are other than the
functional currency of the Group which is the Singapore dollar.
(b)
Risk management
The Group’s transactions are predominantly in it functional currency which is the Singapore dollar.
The amount of asset and liability held in foreign currency is not considered material to the Group and hence does not hedge
these asset or liability.
(c)
Foreign exchange risk
A sensitivity analysis of the impact of foreign exchange risk is not shown as it is not considered material to the Group at the
reporting date.
(d)
Credit risk exposures
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The credit risk on fi nancial assets of the entity which have been recognised in the statement of fi nancial position, is the carrying
amount, net of any provision of doubtful debts.
Credit risk is managed through the maintenance of procedures which ensure to the extent possible, that customers and
counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment.
No receivables are considered past due or impaired.
(e)
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter diffi culty in settling its debts or otherwise meeting its
obligations related to fi nancial liabilities.
All fi nancial assets and liabilities as disclosed above have maturities within one year for the 31 August 2011 fi nancial year with
the exception of the non-current other payables and non-current portion of the fi nance lease.
The Group manages liquidity risk by monitoring forecast cash fl ows.
(f)
Treasury risk management
The Board meets on a regular basis to analyse fi nancial risk exposure and evaluate treasury management strategies in the
context of the most recent economic conditions and forecasts. The Board’s overall risk management strategy seeks to assist
the Consolidated Group in meeting its fi nancial targets, whilst maintaining the effects on fi nancial performance. Risk is also
minimised through investing surplus funds in fi nancial institutions that maintain a high credit rating or in entities that the
Board has otherwise cleared as being fi nancially sound.
(g)
Net fair values of fi nancial assets and liabilities
Fair values are amounts at which an asset could be exchanged, or a liability settled, between knowledgeable willing parties in
an arms length transaction.
The carrying values of fi nancial instruments approximate their fair values.
67
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Notes to fi nancial statements (Cont’d)
Annual Report 2011
29 Parent Company Information
Parent entity
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Total net assets
Equity
Issued capital
Reserves
Foreign currency revaluation reserve
Total equity
Financial performance
(Loss)/profi t for the year/period
Other comprehensive income
Total comprehensive (loss)/income
2011
S$
2010
S$
145,482
2,803,557
2,949,039
266,263
13,352,900
13,619,163
(191,992)
(189,874)
-
(191,992)
2,757,047
13,352,900
(10,534,470)
(61,383)
2,757,047
(9,956,593)
9,731
(9,946,862)
-
(189,874)
13,429,289
13,352,900
147,503
(71,114)
13,429,289
1,279,411
(71,114)
1,208,297
Included in the loss for the year is S$10,549,343 (2010 : Nil) write down of investment in subsidiary to the net asset of the
Group. The write down relates to the reverse takeover exercise of ACLDT in 2009 and does not have an impact on the
Group’s consolidated results for the current or prior year.
The parent entity has no contingent liabilities, contractual commitments or guarantees in relation to its subsidiary entities.
68
Asian Centre for Liver Diseases and Transplantation Limited
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30 Company Details
The registered offi ce of the Company is:
25 Peel Street
Adelaide SA 5000
The principal place of business is:
6A Napier Road
Gleneagles Hospital Annexe Block #02-37
Singapore 258500
Singapore branch:
3 Mount Elizabeth Road, #16-06
Mount Elizabeth Medical Centre,
Singapore 228510
Vietnam centre:
210 Nguyen Thi Minh Khai Street,
Nguyen Cu Trinh Ward,
District 1, Ho Chi Minh City,
Vietnam
Malaysia centre:
Mawar Renal Medical Centre
No. 71 Jalan Rasah,
70300 Seremban,
Negeri Sembilan Darul Khusus, Malaysia.
69
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Directors’ declaration
Annual Report 2011
The directors of Company declare that:
(a)
the fi nancial statements and notes, as set out on pages 35 to 69, are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the fi nancial position as at 31 August 2011 and of the performance for the year ended on
that date of the Consolidated Group; and
(ii)
complying with Accounting Standards.
(b)
the Executive director and Group fi nancial controller have declared that:
(i)
the fi nancial records of the Company for the fi nancial year have been properly maintained in accordance with s286 of
the Corporations Act 2001;
(ii) The fi nancial statements and notes for the fi nancial year comply with the Accounting Standards; and
(iii) The fi nancial statements and notes for the fi nancial year give a true and fair view.
(c) In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
(d) complying with International Financial Reporting Standards as disclosed in Note 1 to the fi nancial statements;
This declaration is made in accordance with a resolution of the Board of Directors.
Dato’ Dr Kai Chah Tan
Dato’ Dr Kai Chah Tan
Director
3 November 2011
70
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
Level 1,
67 Greenhill Rd
Wayville SA 5034
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E info.sa@au.gt.com
W www.grantthornton.com.au
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF ASIAN CENTRE FOR LIVER DISEASES AND
TRANSPLANTATION LIMITED
Report on the fi nancial report
We have audited the accompanying fi nancial report of Asian Centre for Liver Diseases and Transplantation Limited (the
“Company”), which comprises the consolidated statement of fi nancial position as at 31 August 2011, the consolidated statement
of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash fl ows for the year
then ended, notes comprising a summary of signifi cant accounting policies and other explanatory information and the directors’
declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time
during the fi nancial year.
Directors’ responsibility for the fi nancial report
The Directors of the Company are responsible for the preparation of the fi nancial report that gives a true and fair view of the
fi nancial report in accordance with Australian Accounting Standards and the Corporations Act 2001. This responsibility includes
such internal controls as the Directors determine are necessary to enable the preparation of the fi nancial report to be free from
material misstatement, whether due to fraud or error. The Directors also state, in the notes to the fi nancial report, in accordance
with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to
International Financial Reporting Standards ensures that the fi nancial report, comprising the fi nancial statements and notes,
complies with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the fi nancial report based on our audit. We conducted our audit in accordance
with Australian Auditing Standards which require us to comply with relevant ethical requirements relating to audit engagements
and plan and perform the audit to obtain reasonable assurance whether the fi nancial report is free from material misstatement.
Grant Thornton Audit Pty Ltd
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
Grant Thornton Australia Limited is a member fi rm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member fi rms are not a worldwide partnership.
Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.
Liability limited by a scheme approved under Professional Standards Legislation
71
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Annual Report 2011
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF ASIAN CENTRE FOR LIVER DISEASES AND
TRANSPLANTATION LIMITED Cont
Auditor’s responsibility Cont
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial report. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
fi nancial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair
presentation of the fi nancial report in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as
evaluating the overall presentation of the fi nancial report.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor’s opinion
In our opinion,
a
b
the fi nancial report of Asian Centre for Liver Diseases and Transplantation Limited is in accordance with the
Corporations Act 2001, including:
i giving a true and fair view of the consolidated entity’s fi nancial position as at 31 August 2011 and of its
performance for the year ended on that date; and
ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
the fi nancial report also complies with International Financial Reporting Standards as disclosed in the notes to the
fi nancial statements.
Report on the remuneration report
We have audited the remuneration report included in pages 27 to 31 of the directors’ report for the year ended 31 August 2011.
The Directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based
on our audit conducted in accordance with Australian Auditing Standards.
72
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only
Annual Report 2011
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF ASIAN CENTRE FOR LIVER DISEASES AND
TRANSPLANTATION LIMITED Cont
Auditor’s opinion on the remuneration report
In our opinion, the remuneration report of Asian Centre for Liver Diseases and Transplantation Limited for the year ended 31
August 2011, complies with section 300A of the Corporations Act 2001.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
S J Gray
Director – Audit & Assurance
Adelaide, 3 November 2011
73
Asian Centre for Liver Diseases and Transplantation Limited
For personal use only Annual Report 2011
Shareholder Information
The shareholder information set out below was applicable as at 26 October 2011.
A. Distribution of holders of equity securities
1
1,001
5,001
-
-
-
10,001 -
1,000
5,000
10,000
100,000
100,001 and over
Ordinary Shares
Employee Options
182
62
49
87
32
412
-
-
-
-
2
2
There were 237 holders of less than marketable parcel of ordinary shares.
The percentage of the total holdings of the twenty largest holders of ordinary shares was 96.88 per cent.
B. Equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
HSBC Custody Nominees (Australia) Limited
Philips Securities Pte Ltd (Client Account)
Citicorp Nominees Pty Limited
Mr Ronnie Tan Siew Bin
Mr Wing Kwan Teh
Dr Kang Hoe Lee
Mr Ravindran Govindan
HSBC Custody Nominees (Australia) Limited - A/C 2
Mr Robert John Wood & Mrs Stella Agnes Wood
(Bob & Stella Wood S/F A/C)
Mr Harry Vui Khiun Lee
Mr Robert John Wood & Mrs Stella Agnes Wood
(Bob & Stella Wood Super A/C)
Twenty Twenty Investments Pty Ltd (T Clare Super Fund Account)
Mr Barry William Quaill & Mrs Pamela Louise Quaill
(BW&PLQUAILL Investment A/C)
Mr John Philip Joshua
Mr Jonathan Pinshaw & Mrs Renee Pinshaw (Pinshaw Super Fund A/C)
Boon Hwa Koh
Nefco Nominees Pty Ltd
Jyh Gang James Koh
Ordinary shares
Number held
Percentage
102,298,250
21,324,600
18,369,870
11,667,438
8,885,792
8,499,930
4,084,090
2,500,040
699,483
650,000
590,415
561,915
500,000
444,204
380,000
245,000
230,000
220,000
220,000
200,000
54.28
11.32
9.75
6.19
4.72
4.51
2.17
1.33
0.37
0.34
0.31
0.30
0.27
0.24
0.20
0.13
0.12
0.12
0.12
0.11
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Asian Centre for Liver Diseases and Transplantation Limited
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C. Substantial holders
Substantial holders in the company are set out below:
Annual Report 2011
Ordinary shareholders
Number held
Percentage
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
HSBC Custody Nominees (Australia) Limited
Philips Securities Pte Ltd (Client Account)
D. Voting rights
Please refer note 19.
E. On-market buy back
There are no current on-market buy back.
102,298,250
21,324,600
18,369,870
11,667,438
54.28
11.32
9.75
6.19
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76
Asian Centre for Liver Diseases and Transplantation Limited
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ACLDT 2011 Inside Cover FA.ai 1 11/5/11 2:49 PM
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