Asian Centre For
Liver Diseases
& Transplantation
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Asian Centre for Liver Diseases and Transplantation Limited
6A Napier Road
Gleneagles Hospital Annexe Block #02-37, Singapore 258500
Telephone: +65 6476 2088 Fascimile: +65 6476 3088
Email: enquiry@acldt.com
Visit our website at www.asianlivercentre.com.sg for more information.
Annual Report 2012
For personal use only
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Dedicated to Healing.
Powered by Innovation.
Asian Centre for Liver Diseases
and Transplantation Limited
ABN NUMBER 42 091 559 125
Financial Statements for the year ended 31 August 2012
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For personal use only
Table of Contents
Corporate directory
Chairman’s Message
Executive Director’s Message
Profile of Board of Directors
Profile of Doctors and Key Management
Financial review
Patient’s Testimonial - Djody Setiawan:
A second chance to life and music
Corporate governance statement
Directors’ report
Auditor’s Independence Declaration
Statement of comprehensive income
Statement of financial position
Statements of changes in equity
Statement of cash flows
Notes to the financial statements
Directors’ declaration
Independent auditor’s report
Shareholder Information
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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)
Ms Jeslyn Jacques Wee Kian Leong (Independent Non-Executive Director)
Company Secretary
Dario Nazzari
Registered Office
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 Official List of Australian Securities
Exchange Limited.
ASX Code : AJJ
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What defines us…
Dato’ Dr Kai Chah Tan
D.P.M.P., MBBS(MAL), FRCS(EDIN)
Executive Chairman and Surgeon,
Hepatobiliary / Transplant
Chairman’s
message
Dear Shareholders,
Apart
from a commendable financial performance, the
fiscal year ended 31 August 2012 (“FY2012”) is significant
in the history of the Asian Centre for Liver Diseases and
Transplantation (“ACLDT”) for two other major milestones.
The first is that we performed our 200th living donor liver
transplantation (“LDLT”) – a remarkable achievement in the
annals of any specialised medical practice in Asia. The second
is our landmark collaboration with The University of Pittsburgh
Medical Center (“UPMC”) which has major implications for our
strategy to move beyond liver care and enhance shareholder
value.
First, let me outline our financial performance. The Group
conducted 15 transplantations in the year under review. While
this is lower than the 21 transplantations performed in FY2011,
overall patient transactions increased 4.4% to 15,685 with our
Vietnam Associate recording a three-fold increase to 1,467
from 362, after enhanced marketing efforts. Excluding the
Vietnam patient numbers, our patient transactions declined
3.0% to 14,218 during the year under review.
Our revenue grew 15.8% to S$24 million for FY2012, lifted by
revenue from patients who recorded longer stays and increased
dialysis procedures, particularly from the Middle East and
North Asia, mitigating the overall lower patient transactions.
We opened a new clinic at Mount Elizabeth Medical Centre,
Singapore, in September 2011, and also incurred professional
expenses related to the collaboration with UPMC. Despite these
costs, our net profit attributable to shareholders grew 56.2% to
S$2.5 million compared to a year earlier. Shareholders should
note that our net profit growth rate has outpaced our revenue
growth rate.
The Company’s balance sheet remains healthy with cash
and cash equivalents of S$4.4 million as at 31 August 2012,
even after paying FY2011 final dividends of S$0.5 million and
FY2012 interim dividends of S$0.2 million. Net Asset Value per
share as at 31 August 2012 rose by 1.0 S cent to 2.5 S cents
from 1.5 S cents a year earlier.
The Board has proposed a second and final dividend of A$0.003
per share. Including the interim dividend of A$0.001 per share
paid in May 2012, the total proposed payout for FY2012 of
A$0.004 is A$0.001 higher than FY2011. It would represent
approximately 38.3% of FY2012’s net attributable profit to
members and represents a dividend yield of approximately
4.2% based on A$0.095 share price as at 16 October 2012.
ACLDT’s existence is premised first and foremost on saving
lives, by delivering a high quality of medical care and achieving
good clinical outcomes. In September this year, we successfully
performed our 200th LDLT, making us the first private medical
centre in South-east Asia to achieve this remarkable milestone.
This accolade is the result of the collective efforts of my
dedicated and talented colleagues in the surgical room as well
as the support and focus of management and staff.
Let me now turn to the other major milestone, one rich in
significance for the future of ACLDT – our collaboration
with UPMC to set up a Singapore-based Comprehensive
Transplant Centre (“CTC”). UPMC is renowned worldwide as
one of the top U.S. medical institutions with specialisations in
transplantation, cancer, neurosurgery, psychiatry, rehabilitation,
geriatrics, and women’s health. That it has chosen ACLDT as
its Asian partner is indeed an honour and a privilege.
We have formalised our service agreement with UPMC to set
up a CTC to offer quality treatment not only for liver-related
diseases and transplantation but also for non-liver related
cases including kidney, blood and bone marrow transplant
programmes. This partnership will transform ACLDT into
a global healthcare brand with reputation for high-quality
specialist medical care. Being the first of its kind in the region,
CTC will advance and transform the way private healthcare
is provided in Asia. Naturally, as this strategy unveils in the
coming months and years it will have significant and positive
implications for ACLDT.
Behind the success of ACLDT is its people. I am therefore
pleased to welcome Ms Jeslyn Jacques Wee Kian Leong who
joined our Board of Directors as Independent Non-Executive
Director in January 2012 and Dr Salleh Ibrahim as General
Surgeon and Specialist in liver transplantation in February
2012.
Mindful of our focus to improve the range of medical care
and enhance shareholder value over the longer term, we
have streamlined our operations even as we increased our
capabilities and strengthened management and support
functions. The increased capability means we can now serve
more patients while ensuring the high quality of service and
medical excellence we are known for. We have reduced
reliance on third-party consultants as we can now handle
more cases in-house. The increased capabilities, network
and management depth also mean that we have a stronger
value proposition as we contemplate alliances and explore
opportunities for future growth.
It has been a truly rewarding and significant year indeed. On
behalf of the Board of Directors, I express my deep appreciation
to our patients, our partners and our dedicated staff. We look
forward to your continued support in the year ahead as we
continue to realise the vision and promise of ACLDT.
Dato’ Dr Kai Chah Tan
Executive Chairman
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Pamela Anne Jenkins
RGN, B Sc (Hons), MBA
Executive Director
Executive Director’s
Message
The year under review has been one of the most important
in ACLDT’s 18-year history. Apart from performing our 200th
living donor liver transplantation (“LDLT”), ACLDT signed an
interim service agreement with The University of Pittsburgh
Medical Center (“UPMC”) on 15 December 2011. The latter
was followed by several more months of comprehensive
negotiations and discussions on the terms and scope of the
final services agreement, including the joint development of a
business plan. All our hard work and perseverance paid off
when the final service agreement was signed recently. This
marked the first step for ACLDT to transform itself into a global
healthcare brand which offers world-class quality treatment
not only for liver-related diseases and transplantation but
also for non-liver related cases with the establishment of the
Comprehensive Transplant Centre (“CTC”).
Collaboration with UPMC
in
ACLDT is greatly honoured and excited to collaborate with
UPMC, a US$10 billion integrated global health enterprise
headquartered in Pittsburgh, USA. With renowned centres
of excellence
transplantation, cancer, neurosurgery,
psychiatry, rehabilitation, geriatrics, and women’s health, it
is ranked among “America’s Best Hospitals” by U.S. News
& World Report. UPMC’s Thomas E. Starzl Transplantation
Institute in Pittsburgh is considered a pioneer in solid organ
transplant procedures and has performed more than 17,000
such operations, including of the liver, heart, kidney, multi-
visceral and hand. UPMC’s Istituto Mediterraneo per i Trapianti
e Terapie ad Alta Specializzazione (“ISMETT”) in Sicily is
one of the leading organ transplant centres in Italy and the
Mediterranean.
Under the services agreement between ACLDT and UPMC,
UPMC aims to share its expertise in delivering world-class
healthcare, advanced technologies, including telemedicine
and electronic medical records, and management skills with
ACLDT to establish a CTC. The CTC is to be owned and
operated by ACLDT and will offer transplantation capabilities in
liver, kidney, stem cell and bone marrow. This partnership will
improve and enhance the existing capabilities of ACLDT in liver
diseases and further offer kidney, stem cell and bone marrow
transplant programmes with the use of technological expertise
of UPMC. Being the first of its kind, the establishment of a
Singapore-based CTC will advance and transform the way
healthcare is provided in Asia.
In line with the rolling out of the CTC, ACLDT is in the process
of setting up a treatment centre for blood diseases and bone
marrow transplantation under its subsidiary Asian Centre
for Blood and Bone Marrow Transplantation Pte Ltd. We
target to commence operation in the first half of 2013 which
is expected to be located at Gleneagles Hospital. We have
already identified the human resources needed to operate this
new centre, including the recruitment of a Haematologist.
The idea of being able to perform three different types of
transplantation in one place is ideal as liver, kidney and bone
marrow treatments share much clinical know-how and require
similar facilities. Hence, combining them under a single roof
would result in cost savings and efficiency, benefitting both
the CTC and its patients. With the expected improvements on
costs and efficiency, this will improve clinical outcomes which
will draw more patients to ACLDT and Singapore. Despite
competition, it will move Singapore medicine further up the
value chain.
We look forward to working with UPMC to strengthen our
capabilities through professional exchanges and access to
innovation in medical technology to establish the CTC here in
Singapore. We are also very pleased to have the endorsement
and support from key Singaporean Government agencies
such as Singapore Tourism Board (“STB”) and The Standards,
Productivity and Innovation Board (“SPRING Singapore”).
the collaboration
Both agencies strongly believe
between ACLDT and UPMC will broaden and deepen the
suite of advanced medical care treatments for both local
and international patients in Singapore and is expected to
further entrench Singapore’s reputation as a quality healthcare
destination for advanced and patient-centric medical care.
that
200th LDLT and awareness initiatives
On 19 September 2012, ACLDT reached yet another major
milestone in our history when our multi-disciplinary team of
specialised physicians and surgeons, spearheaded by Lead
Surgeon and Executive Chairman Dato’ Dr Kai Chah Tan,
became the first private medical centre in South-east Asia to
successfully perform the 200th LDLT. Although the number of
LDLTs performed this financial year was lower compared to
previous years, we are confident that the numbers will continue
to grow as more people are aware through education, media
or word-of-mouth that LDLT is a life-saving option for patients
with end-stage liver disease.
It is of concern that a large portion of the population in this
region is unaware of availability of LDLT despite the high
prevalence of liver disease in Asia. ACLDT is constantly
working with various parties to increase the level of awareness
on liver disease treatment and prevention, LDLT, and what
ACLDT can provide in this respect.
On 10 and 11 September 2011, ACLDT together with
Gleneagles Hospital, organised a Liver Symposium for
medical professionals in the field of hepatobiliary diseases.
The event was well attended by specialists from around the
world who had a chance to network, share and update on
the latest developments in the field of hepatobiliary and liver
transplantation in particular.
On 29 October 2011, our doctors participated in a public
seminar to educate the public on liver disease, cancer and
transplantation. The widely promoted health seminar, which
was jointly organised by Gleneagles Hospital and Channel
News Asia, received overwhelming response from the public.
In addition in Vietnam, Asian Liver Centre Co., Ltd (“ALCVN”)
held a free clinic and awareness campaign on 28 July 2012 in
conjunction with the World Hepatitis Day which was a huge
success.
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ACLDT will continue its efforts to educate the public on the
symptoms, benefits of early detection, prevention of liver
disease and treatment of liver disease, including the option of
LDLT for critically ill patients with end-stage liver disease.
Updates on Vietnam satellite clinic
In October 2011, the Members’ Council of ALCVN unanimously
approved the allotment and issuance of new shares to our joint
venture partner Hoa Lam Consultant Investment Ltd (“HL”),
thus making HL the controlling party in our partnership. The
new injection of capital was used for marketing and business
development efforts which have translated into increased
patient numbers and awareness. ALCVN has seen a three-fold
increase in patient transactions this financial year compared
to the prior year and we are hopeful this upward trend will
continue and the venture will achieve breakeven soon. Dr Dang
Thi Dong Phuong, a local Gastroenterologist who is stationed
at ALCVN on a full time basis, has been instrumental in driving
the patient numbers up even as our Singapore-based doctors
continue to travel to Vietnam regularly for consultation and to
perform minor procedures.
In February 2012, Dr Vincent Lai became the first foreign
specialist to be accepted into the Liver Association of Ho Chi
Minh City and in May 2012, ALCVN was granted the Vaccination
License by the Vietnamese Department of Health. We are
currently evaluating a proposal to collaborate with Vietnam’s
only internationally accredited and wholly foreign-owned
healthcare facility by engaging our foreign doctors as regular
visiting consultant at their hospital. This would be an excellent
opportunity for ALCVN to serve the Vietnamese society by
providing affordable medical services in an established local
hospital and at the same time widen its exposure in the
healthcare community in Ho Chi Minh City. We will continue to
refer patients who cannot be treated in Vietnam to our centre in
Singapore for surgery or transplantation.
Relocation of our Malaysian clinic
After working for close to two years with Mawar Renal Medical
Centre (“Mawar”) in Seremban, we are set to relocate our
Malaysian clinic to iHeal Medical Centre (“iHeal”) in January
2013. iHeal is a newly-opened multi-disciplinary medical centre
located in the heart of Kuala Lumpur, the capital of Malaysia.
The decision to relocate to Kuala Lumpur, an area we are
familiar with following our previous collaboration with the
then Subang Jaya Medical Centre (now known as Sime
Darby Medical Centre Subang Jaya), was taken following the
feedback we received from our existing Malaysian patients that
they would prefer to visit us in and around Kuala Lumpur, rather
than to travel to Seremban.
Although our operation in Malaysia is minimal, we feel it is
important to maintain a presence in our closest neighbour and
continue to serve our follow-up patients and new patients,
given that Malaysians make up a large proportion of our patient
base.
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Profile of Board
of Directors
Conclusion
ACLDT’s brand name has been synonymous with high-quality
care for liver related diseases and transplantation and state-of-
the-art facilities in the region. Our reputation is further endorsed
by UPMC’s decision to collaborate with us to jointly develop
a CTC in Singapore. Going forward, together with UPMC, we
will be enhancing our existing capabilities in liver by raising
the quality of clinical outcomes and also expanding into other
disciplines such as kidney and blood diseases. This new journey
will be long and full of challenges but UPMC is committed
to share its expertise in delivering world-class healthcare,
advanced technologies, training and management skills with
ACLDT making us confident of a successful outcome.
I am sure all the Shareholders of ACLDT are as excited as we
are with the prospects of the Group.
Pamela Anne Jenkins
Executive Director
Dato’ Dr Kai Chah Tan
Executive Chairman
D.P.M.P., MBBS (MAL), FRCS (EDIN)
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 American Medical Group 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
liver
and adult hepatobiliary surgery and
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 then
Subang Jaya Medical Centre (“SJMC”), in
Kuala Lumpur, Malaysia. He started a paediatric
LDLT programme in SJMC, Malaysia in 1995
where over 50 transplants were performed. It
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 American Medical Group 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 Pamela Anne Jenkins
Executive Director
RGN, B Sc (Hons), MBA
and
(“MBA”)
Ms Jenkins holds a Bachelor of Science
(Honours) degree from University of East
London, United Kingdom as well as a Master
from
of Business Administration
Kingston University, United Kingdom. Ms
Jenkins has wide experience in specialised
nursing
healthcare management,
covering neurosurgery, cardiothoracic surgery,
vascular surgery, orthopaedic surgery, general
surgery, microvascular surgery, eye surgery,
plastic surgery, paediatric surgery, urology
and
hepatobiliary
transplantation,
and liver transplant surgery. She has also
written conference papers on liver failure and
liver transplantation, with special focus on
paediatric liver diseases.
renal
was here that he performed South-East Asia’s
first paediatric LDLT 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 left in March
2002.
In April 2002, the first successful adult-adult
LDLT in South-East Asia was performed in
Gleneagles Hospital, Singapore. Dr Tan and his
team have successfully performed 200 LDLTs
- 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.
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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.
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For personal use only
Profile of Board of Directors
Mr Wing Kwan Teh specialises in corporate
finance, financial management and merger
& acquisition
(“M&A”) evaluation. More
specifically, he advises the Group on its
investment opportunities, growth initiatives,
operational restructuring and corporate finance
matters.
Mr Teh is a Fellow of the Association of
(United
Chartered Certified Accountants
Kingdom), a Certified Public Accountant of
the Institute of Certified Public Accountants
of Singapore, a Chartered Accountant of
Malaysian Institute of Accountants and a Full
Member of Singapore Institute of Directors.
Mr Teh brings extensive financial experience to
the Group, having been a financial professional
who advises several companies and other
regional assets listed in and prepared to list in
Singapore, Australia, Vietnam and Taiwan. He
is currently a Group Chief Financial Officer of a
public company listed on Singapore Exchange
Securities Trading Limited. He also holds
several directorships of private and public-
listed companies in Singapore and Malaysia.
Mr Wing Kwan Teh
Non-Executive Director
FCCA (UK), CPA (S’pore), CA (M’sia)
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Mr Heng Boo Fong is an 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.
the University of
Mr Fong studied at
Singapore (now known as National University
of Singapore, NUS) and graduated with an
Honours Degree in Accountancy. He has over
38 years of working experience in auditing,
finance, business development and corporate
governance.
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 Office, Singapore,
from
1975 to 1993. He held the appointment
of Assistant Auditor-General when he left
the Auditor-General’s Office. He was also
General Manager (Corporate Development) of
a listed company in Singapore as well as the
Chief Financial Officer 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 Certified
Public Accountants of Singapore (“ICPAS”). He
was a council member of ICPAS and he was
awarded a silver medal by ICPAS in 1999.
Mr Fong is also presently an Independent
Director of two companies listed on the
Singapore Exchange (“SGX”).
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Mr Heng Boo Fong
Independent Non-Executive Director
FCPA (S’pore), B Acc (Hons)
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Mr Harry Lee has more than 21 years of
experience in construction-related industries
in Malaysia, Singapore and Australia. He is
currently the Chief Executive Officer 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.
Mr Lee chairs the
Remuneration Committee and
member of the Audit Committee.
joint Nomination and
is also a
Ms Jeslyn Leong is a fellow of the Association
of Chartered Certified Accountants (UK) with
21 years of extensive experience in the field
of corporate finance. She is presently the
Financial Accountant of Teys Australia Pty
Ltd, Australia’s leading beef processor and
exporter.
Ms Leong joined ACLDT as a Non-Executive
Director on 1 January 2012.
Mr Harry Vui Khiun Lee
Independent Non-Executive Director
B Bus (Econ & Fin)
Ms Jeslyn Jacques Wee
Kian Leong
Independent Non-Executive Director
FCCA (UK)
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Profile of doctors and
key management
liver
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
transplantation) at Addenbrooke’s
in
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 the 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 affiliated with
ACLDT since then. 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.
After obtaining his basic medical degree from
the National University of Singapore (“NUS”) in
1995, Dr Salleh Ibrahim furthered his training
in the Royal College of Glasgow. He had
worked at the General Surgery departments
of Singapore General Hospital (“SGH”) and
Changi General Hospital (“CGH”) from 1996
to 2011. Prior to joining ACLDT in 2012, he
was a Senior Consultant (General Surgery) and
Director, Hepato-Pancreatic Biliary Surgery, at
CGH, and Chairman of the Liver Transplant
Committee of Eastern Health Alliance,
Singapore.
Since 2003, Dr Salleh has been a Clinical
Lecturer at NUS. He is a Visiting Specialist to
international liver transplant centres in Taiwan
and Brazil. He also sits on several Boards of
Directors for Non-governmental Organisations
(“NGOs”) and charitable organisations
in
Singapore.
Dr Salleh has been accorded Merit Awards
by
the Taiwan and Japanese Surgical
Associations, as well as for his research paper
at the CGH Annual Scientific Meeting. Besides
being a reviewer of several medical journals,
he has also published extensively on the safety
of living donors, treatment of advanced liver
cancer and surgical techniques in pancreatic
surgery. Dr Salleh’s research and clinical
interests are on the effective treatment of liver
cancer and bioartificial liver.
Dr Salleh joined ACLDT in February 2012.
Dr Kang Hoe Lee
Respiratory Physician & Intensivist
(Critical Care & Liver Transplant)
MA (UK), MBBCHir (UK), MRCP (UK),
FAMS (SIN), EDIC (EUR)
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Dr Salleh Ibrahim
Surgeon
(Hepatobiliary/Liver Transplant)
MBBS (SIN), FRCS (GLAS), FAMS (Gen Surg)
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Dr Vincent Lai attained his basic medical
degree from the University of Sheffield in
England in 1993. He undertook his specialist
training in Gastroenterology and Hepatology in
England and spent five 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.
Dr Vincent Wai Kwan Lai
Gastroenterologist
(Transplant Hepatology & Therapeutic Endoscopy)
MBChB (UK), MRCP (UK), PhD (Bham UK),
CCT (UK), Specialist Register (UK)
Subsequently, Dr Lai joined NUH, Singapore,
as a Consultant Gastroenterologist with
specific interest in viral hepatology, acute liver
failure and liver transplantation. He was part of
the acute liver failure faculty in the Asia Pacific
Study of Liver Disease group.
is also
and
in
trained
endoscopic
therapeutic
Dr Lai
retrograde
endoscopy
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.
Dr Lai
joined ACLDT as a Consultant
Gastroenterologist with a specific interest in
viral hepatology, acute liver failure, therapeutic
endoscopy and liver transplantation in January
2011.
Mr Cherinjit Kumar Shori holds a Bachelor
from Nanyang
of Accountancy degree
Technological University in Singapore.
business development and regional expansion
to increases the market share for its group of
hospitals in Singapore, before joining ACLDT.
Mr Shori also holds a Graduate Diploma in
Marketing from the Singapore Institute of
Management and Certificate in Healthcare
from Georgetown University,
Management
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 Officer
for Singapore-based
Parkway Group Healthcare Pte Ltd, one of
Asia’s largest healthcare providers, where he
served for ten years in strategic marketing,
Prior to that, he held senior management
positions with various companies including Sun
Cruises and Sembawang Leisure (a subsidiary
of Sembawang Corporation).
Mr Shori has also been invited to speak at
international conferences, the latest being the
Internationale Tourismus-Börse Berlin (“ITB
Berlin”) Conference 2012 where he shared
his experience in the future of global medical
tourism.
Mr Shori joined ACLDT as Group Chief
Operating Officer in November 2009.
Mr Yeoh is a non-practising member of the
Institute of Certified Public Accountants of
Singapore, Fellow Member of the Association
of Chartered Certified 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 obtained his professional
accounting qualification from the Association
of Chartered Certified 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 firm, 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,
technology,
investment holdings to service and hospitality
in Singapore, Malaysia and Australia. During
that period, he was involved in two successful
IPOs in Singapore.
information
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Mr Cherinjit Kumar Shori
Group Chief Operating Officer
B Acc, PGDip Marketing & Healthcare
Mr Meng Yau Yeoh
Group Financial Controller
CPA (S’pore), FCCA (UK), CA (M’sia)
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Financial review
Year ended 31 August
Revenue
Earnings before interest, taxation, depreciation and
amortisation (“EBITDA”)
Profit 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
%
15.8
49.6
56.2
67.7
2012
S$’000
24,050
3,180
2,538
4,623
2012
S Cents
1.35
2.45
2.31
2011
S$’000
20,763
2,125
1,625
2,757
2011
S Cents
0.86
1.46
1.32
Revenue for the financial year ended 31 August 2012 rose by 15.8% or S$3.3 million compared to the same period
last year. The increase was due mainly to larger bill size for patients particularly from the Middle East and North
Asia as a result of longer stays and increased dialysis procedures done, which offset the drop in the number of
transplantations. Total number of patient transactions, including those from our Vietnam associate increased 4.4%
from 15,023 to 15,685. The number of transplantations performed during the year, however, declined to 15 compared
to 21 last year.
In line with the revenue increase, expenses increased by 11.5% or S$2.2 million to S$21.1 million due mainly to
higher purchased cost. Operating lease expenses increased by S$0.1 million as a result of a new clinic opened at
Mount Elizabeth Medical Centre. In addition, legal and other professional fees increased by S$0.1 million arising
from third-party services incurred in relation to the successful collaboration between ACLDT and The University of
Pittsburgh Medical Centre (“UPMC”), as announced on 15 December 2011. Income tax expense increased by S$0.2
million to S$0.5 million on the back of higher taxable profit.
As a result of our revenue growth outpacing the rise in our fixed operating expenses, EBITDA increased by S$1.1
million or 49.6% from S$2.1 million in FY2011 to S$3.2 million this financial year. Profit after income tax attributable
to members also increased by 56.2% from S$1.6 million last financial year to S$2.5 million in FY 2012. Earnings per
share for FY2012 rose to 1.35 S cents compared to 0.86 S cent a year earlier.
Revenue
EBITDA and Profits
Share capital and reserves
EPS and NAV
Shareholders’ Equity or Net Asset, after accounting for a total dividend of S$0.7 million (paid in FY2012), rose by
S$1.9 million to S$4.6 million as at 31 August 2012 due mainly to current year earnings. Correspondingly, Net
Asset Value (“NAV”) per share rose by S 1.0 cent to S 2.5 cents as at 31 August 2012. Trade and other receivables
increased by S$3.1 million from S$1.1 million to S$4.2 million due to longer collection cycle as a result of higher
receivables from Middle East patients (of which S$1.8 million was received as at the date of this report). Trade and
other payables rose by S$1.0 million from S$3.6 million last year to S$4.6 million in FY2012 in line with the increase
in working capital assets.
As a result of the de-consolidation of the results of our Vietnam operations for the current period (as disclosed
in note 23 (b)), property, plant and equipment, and other payables decreased by S$0.5 million and S$0.3 million
respectively. As at 31 August 2012, there was an amount due from our associate company Asian Liver Centre Co.
Limited (“ALCVN”) of S$0.36 million.
Cash and cash equivalents as at 31 August 2012, after paying last year’s final and current year’s interim dividends
totalling S$0.7 million, fell by S$0.8 million to S$4.4 million due mainly to working capital requirements. As a result
of higher working capital assets, current ratio improved from 1.63 times to 1.82 times.
Since our listing in FY2009, the Group’s Shareholder’s Equity has steadily climbed every year and has risen by over
665% since FY2009, reflecting the increased strength and value of the Group over the years.
15
Patients from Indonesia, Malaysia, Singapore, UAE and Myanmar continue to form the majority of the Group’s
patients and remain as our core countries. There was a notable increase in patient transactions from emerging
markets such as Mongolia and India which offset the decline in our secondary markets such as Bangladesh and
Cambodia. Patient transactions from countries such as Russia, Sri Lanka, etc., which are grouped under “Others”
also recorded an increase.
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Patient’s
Testimonial
Djody Setiawan
A second chance to life and music
I was a musician before venturing into business. When I went on stage with my
guitar, I felt the full vigour of youth. With each hit we celebrated life and indulged
even more in God’s gift — music. I was enjoying my life and music and was
even listed as one of the Asia’s best guitarists by Rolling Stones magazine. I led
an active life in my younger years, enjoying rock climbing, surfing with friends
and liquor. I enjoyed watching the sunset with a glass of liquor. But all the events
of my rock career and youth could not have prepared me for the day I was
diagnosed with liver failure.
During a routine health check-up in 2007, I discovered I had liver failure. Dr K.C.
Tan of the Asian Centre for Liver Diseases and Transplantation encouraged
me to seek immediate treatment but I refused. I was all too familiar with the
symptoms and the stress that liver failure can bring, both physically and mentally
to all around. My mother, a Red Cross nurse in Indonesia during the Japanese
Occupation, was a patient of Dr Tan. I stood beside her as she battled liver
failure, making frequent clinical trips and receiving treatment. She decided
against a liver transplant and passed away in 2002.
I suffered from Liver Cirrhosis (scarring of the liver), a consequence of chronic
liver disease that is hereditary and possibly aggravated by my excessive
drinking. I did not believe I was ill. The Rocker Djody? No way! I could not come
to terms with the reality of my condition, let alone a liver transplant.
Two years later in 2009, I had an operation in Jakarta for a non-liver internal
organ problem. I suffered severe infection and was airlifted by private jet directly
to ACLDT in Singapore, to the only doctors I trust my life with.
I was first treated for the infection to stabilise my situation for almost two
months. While my condition remained unstable, my family quietly made funeral
arrangements at home. I do not blame them, it must have been tough. Finally,
by the love of God, my condition stabilised and Dr Tan certified that I was ready
for surgery.
Looking for the right doctor was not a challenge as Singapore has
provided excellent healthcare services to my family and it is very
accessible from my hometown in Indonesia. I had undergone other
medical treatments, non-liver related, in other countries like New York
and Japan. But it’s Singapore that I consider as my home as it is a
multi-racial and multi-culturally accommodating city, with Indonesians,
Indians, Chinese and others.
My challenge was finding a suitable donor for my liver transplantation. All of my
eight children underwent screenings and tests to identify who was suitable. Shri
Jehan Djody, my daughter and fourth child, was the only suitable match. With
all her heart and full of bravery, she volunteered and accepted the challenge.
It hurt me to see my daughter suffer because of my illness but she remained
supportive. At 27 and recently married, she decided to delay her plans of having
a child to save her Dad—me.
The night before the transplantation, there were further complications in my
lungs which delayed the operation for another week. I was worried that I would
not survive the surgery and the thought of leaving my family behind, but I was
more worried for my daughter who was risking so much for me as she is so
young and had barely started her married life.
These were the longest six months I have lived through and thankfully, with
great faith in God and Dr Tan, the operation was a success. I am grateful for
the encouragement received, the love and sacrifice shown during my gravest
moment. If not for this, I would not have felt my daughter’s bravery – thank you
Jehan!
Now, with my hair finally grown back it feels like I have been given another shot
at life. I feel moved to resume my music composition, focusing on “love, life and
God.” This ordeal has reminded that being alive and healthy is a miraculous
thing that should not be taken for granted. Protecting this new life, I eat mostly
organic food these days and abstain from alcohol, striving to live healthier every
day, and urging loved ones to do so.
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Asian Centre For Liver Diseases & Transplantation
Asian Centre For Liver Diseases & Transplantation
Corporate governance statement
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 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 Executive Director and implement the running of the general operations
and financial 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 Executive 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 financial performance including approval of the annual and half-yearly financial reports and
liaison with the Company’s auditors;
• Ensuring that risks facing the company and its controlled entities have been identified ensuring that
appropriate and adequate controls, monitoring and reporting mechanisms are in place;
• Receiving detailed briefings 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 financial 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 Executive Director or the Board as appropriate.
19
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 qualifications 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.
Directors in office
At the date of this statement the following directors are considered independent by the Board:
Name
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Ms Jeslyn Jacques Wee Kian Leong
Position
Non-Executive Director
Non-Executive Director
Non-Executive Director
Independent
Yes
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 three 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 officer 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 officer 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 specific 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.
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Asian Centre For Liver Diseases & Transplantation
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 fill a casual vacancy or as an addition to the current board, holds office 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 programme is available to directors that include one-on-one sessions with members of the senior
management team.
Evaluation of senior executives
Senior executives, including the group chief operating officer or group financial controller have a formal job
description and letter of appointment describing their term of office, duties, rights, responsibilities and entitlements
upon termination.
The performance of senior executives is reviewed annually before the budgets are approved for the next financial
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 financial 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 confidence 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 conflicts
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 Conflict of Interest Policy that clarifies the
processes for directors and senior executives to determine and disclose when a conflict of interest exists.
Diversity policy
The Company values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its
goals. Our recruitment processes encourage the development of diversity in our workplace, bearing in mind that
employees must have the required skills to be successful in their positions.
In accordance with this policy and ASX Corporate Governance Principles, the Board has established the following
objectives in relation to gender diversity. We currently meet our objectives but will continue to monitor and improve
on our objectives to be in line with our Company’s needs and direction. A written diversity policy will be developed
by the Board within the next 12 months.
Objective
Actual
Number
15
3
2
%
71
38
33
Number
16
3
2
%
76
38
33
Number of women employees in
the whole organisation
Number of women in
senior executive positions
Number of women on the Board
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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 financial 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 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 qualifications 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 fulfill its responsibilities in relation to the identification of the
areas of significant business risks and the monitoring of the following:
• Effective management of financial and other business risks;
• Reliable management reporting;
• Compliance with laws and regulations in respect to financial reporting;
• Maintenance of effective and efficient 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 financial information
for inclusion in the financial statements.
The committee is chaired by an independent chair who is not the chairman of the Board.
Timely and balanced disclosure
The Board recognises the need to comply with ASX Listing Rule 3.1 concerning continuous disclosure.
At each meeting of directors, consideration is given as to whether notice of material information concerning the
Company, including its financial 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.
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Asian Centre For Liver Diseases & Transplantation
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
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.
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.
Nomination and Remuneration
Joint Nomination and Remuneration Committee
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 identified 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 identified 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 financial and non financial nature; and
• The establishment of committees to report on specific risk as identified.
Internal Risk Management System Compliance
Management is accountable to the Board to ensure that operating efficiency, 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 significant risks faced by
the Company.
23
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 officer 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 confident 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 financial commitments against shares issued under the executive securities plan and has requested that
they take sufficient professional advice in relation to their individual financial position.
There are no retirement schemes or retirement benefits other than statutory benefits for non-executive directors.
24
For personal use only Asian Centre For Liver Diseases & Transplantation
Directors’ report
The directors present their report, together with the financial statements of the Asian Centre for Liver Diseases and
Transplantation Limited (“the Group”) for the year ended 31 August 2012.
Directors
The directors of the Group at any time during or since the end of the financial year are as set out below.
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)
Ms Jeslyn Jacques Wee Kian Leong (Independent Non-Executive Director) (appointed 1 January 2012)
The skills, experience, expertise and tenure of each director are disclosed in the profile of directors section within
the Annual Report.
Principal activities
The Group’s principal activities consist of provision of specialist medical consultation and services in hepatology
practice and related fields.
Company Secretary
The following person held the position of company secretary at the end of the financial year:
Mr Dario Nazzari
Dario Nazzari has a Bachelor of Commerce, a Diploma in Financial Planning and has more than 15 years professional
experience. He is a Chartered Accountant and a member of the Institute of Chartered Accountants.
Directors’ report (Cont’d)
Asian Centre For Liver Diseases & Transplantation
Review and results of operations
Details of the Operations of ACLDT during the year, the financial position and the strategies and prospects or the
future years can be found in the Chairman and Executive Director’s message found on pages 5 to 9 and Financial
Review section on pages 15 and 16, which forms part of this Annual Report.
Directors’ meetings
The following table sets out the number of director’s meetings (including meetings of Committees of directors)
held during the financial year and the number of meetings attended by each director (while they were a director or
committee member). During the financial year, seven (7) Board meetings, three (3) Audit Committee meetings and
two (2) joint Nomination and Remuneration Committee meetings were held.
Directors’
Meetings
Audit Committee
Meetings
Joint Nomination
and Remuneration
Committee Meetings
Number
Eligible to
attend
Number
Attended
Number
Eligible to
attend
Number
Attended
Number
Eligible to
attend
Number
Attended
7
7
7
7
7
3
7
7
6
7
5
3
-
-
-
3
3
-
-
-
-
3
3
-
-
-
-
2
2
-
-
-
-
2
2
-
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Ms Jeslyn Jacques Wee Kian Leong*
* Ms Jelyn Jacques Wee Kian Leong was appointed on 1 January 2012.
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
Ms Jeslyn Jacques Wee Kian Leong
None of the directors have share options in the Company.
Number of shares
102,298,250
21,324,600
4,084,090
-
561,915
-
Dividends paid or recommended
An interim unfranked dividend of S$0.001 (A$0.001) (2011 : S$0.001) per qualifying ordinary share for the financial
year ended 31 August 2012 was paid on 31 May 2012.
Following the completion of accounts the Directors propose to declare a final unfranked dividend of S$0.004
(A$0.003) (2011 : S$0.003) per qualifying ordinary share in respect of the financial year ended 31 August 2012, to be
paid to the shareholders in December 2012.
This dividend has not been included as a liability in these financial 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$729,000 (A$565,000).
25
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Directors’ report (Cont’d)
Directors’ report (Cont’d)
Asian Centre For Liver Diseases & Transplantation
Significant changes in state of affairs
There were no significant changes in the state of affairs of the Group during the year.
Events subsequent to balance date
No matters or circumstances have arisen since the end of the financial year which significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in
future financial 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
1.9.2011
Options
granted
17.1.2011
$0.088
1,299,000
-
Options
exercised/
cancelled/
lapsed
-
Options
outstanding at
31.8.2012
1,299,000
Exercise
period
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 financial 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 significant environmental regulation under a law of the
Commonwealth or of a State or Territory.
The directors are not aware of any particular or significant environmental issues which have been raised in relation
to the Company’s operations during the financial year. The directors are also not aware of any breach in the
environmental regulations in Singapore and Vietnam during the financial year.
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 2012.
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 satisfies the following key criteria for good reward governance practices:
i)
ii)
iii)
iv)
v)
Competitiveness and reasonableness;
Acceptability to shareholders;
Performance linkage/alignment of executive compensation;
Transparency; and
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)
ii)
Focuses on sustained growth in shareholder wealth; and
Attracts and retains high calibre executives.
Alignment to program participants’ interest:
i)
ii)
Rewards capability and experience; and
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 officers of the Group taking into account the financial position of the Consolidated
Group. The Board remuneration policy per the formal Charter is to ensure the remuneration package properly reflects
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 specifies 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$15,000 (2011 : 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 first, second and third anniversary of
the grant. Options expire at the earlier of termination of employment or five 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 22.
27
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Directors’ report (Cont’d)
Directors’ report (Cont’d)
Asian Centre For Liver Diseases & Transplantation
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
benefits which accrue under statute (such as unpaid annual leave and pension benefits), there are no retirement
benefits 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 sacrificed 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 financial 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.
Voting and comments made at the Company’s 2011 Annual General Meeting
ACLDT received more than 99% of “yes” votes on its remuneration report for 2011 financial year. The Company did
not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
Employment Details of Members of Key Management Personnel
The key management personnel of the Group during the financial year ended 31 August 2012 are listed below.
Directors:
Dato’ Dr Kai Chah Tan – Executive Director and 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
Ms Jeslyn Jacques Wee Kian Leong - Independent Non-Executive Director (appointed 1 January 2012)
Other key management personnel:
Mr Cherinjit Kumar Shori – Group Chief Operating Officer
Mr Meng Yau Yeoh – Group Financial Controller
The skills, experience, expertise and tenure of each director and key management personnel are disclosed in the
profile of directors and key management personnel sections respectively within the Annual Report.
29
The following table provides details of persons who were, during the financial 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:
Proportion of
elements of
remuneration related
to performance
Proportion of
elements of
remuneration
not related to
performance
31 August 2012
Position held as at
31 August 2012
Contract details
(duration &
termination)
Non-salary
cash-
based
incentives
Share/
Options
Fixed
salary/
Fees
Total
Dato’ Dr Kai Chah Tan
Executive Chairman /
Surgeon
Ms Pamela Anne Jenkins
Executive Director
Mr Wing Kwan Teh
Non-Executive Director
Mr Heng Boo Fong (1)
Non-Executive Director
Mr Harry Vui Khiun Lee (2)
Non-Executive Director
Ms Jeslyn Jacques Wee Kian
Leong
Non-Executive Director
(appointed 1 January
2012)
Service Agreement/
In accordance with
Constitution
Service Agreement/
In accordance with
Constitution
In accordance with
Constitution
In accordance with
Constitution
In accordance with
Constitution
In accordance with
Constitution
3%
13%
-
-
-
-
-
-
-
-
-
-
97%
100%
87%
100%
100%
100%
100%
100%
100%
100%
-
-
Mr Cherinjit Kumar Shori
Group Chief Operating
Officer
No fixed term/One
month
Mr Meng Yau Yeoh
Group Financial
Controller
No fixed term/One
month
18%
18%
5%
4%
77%
100%
78%
100%
(1) Mr Heng Boo Fong is also the Chairman of the Audit Committee and member of the joint Nomination and Remuneration Committee.
(2) Mr Harry Vui Khiun Lee is also the Chairman of the joint Nomination and Remuneration Committee and member of the Audit Committee.
30
For personal use only
Asian Centre For Liver Diseases & Transplantation
Directors’ report (Cont’d)
Directors’ report (Cont’d)
Asian Centre For Liver Diseases & Transplantation
Remuneration Details for the Year Ended 31 August 2012
The following table of benefits and payment details, in respect of the financial 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
31 August 2012
S$
S$
Dato’ Dr Kai Chah Tan
2,400,000
60,000
Ms Pamela Anne Jenkins
408,000
60,000
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Ms Jeslyn Jacques Wee Kian
Leong (1)
15,128
26,045
9,633
-
-
-
-
-
Mr Cherinjit Kumar Shori
252,000
63,000
Mr Meng Yau Yeoh
142,200
36,000
3,253,006
219,000
Post
employment
benefit –
Central
Provident
Fund
S$
7,501
10,001
-
-
-
-
16,694
13,334
47,530
Long term
employee
benefits
- Share
Options
Total
S$
S$
-
-
-
-
-
-
16,482
8,945
2,467,501
478,001
15,128
26,045
9,633
-
348,176
200,479
25,427
3,544,963
(1) Ms Jeslyn Jacques Wee Kian Leong was appointed during the financial year; therefore there is no comparative figure.
Cash salary
and fees
Cash bonus
Post
employment
benefit–
Central
Provident
Fund
Long term
employee
benefits
- Share
Options
Total
31 August 2011
S$
S$
S$
S$
S$
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Hoong Kee Tang (2)
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
2,400,000
408,000
66,666
66,666
6,263
8,553
-
25,826
25,827
-
250,000
131,280
-
-
-
-
62,000
32,800
3,240,933
228,132
-
-
-
-
8,613
11,613
35,042
-
-
-
-
-
-
2,472,929
483,219
-
25,826
25,827
-
10,026
330,639
5,443
181,136
15,469
3,519,576
(2) Mr Hoong Kee Tang resigned on 13 June 2011
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.
Grant details
Date
No.
Value $
(Note 1)
17.1.2011
842,000
26,508
Group Key
Management
Personnel
Mr Cherinjit
Kumar Shori
Mr Meng Yau Yeoh 17.1.2011
457,000
14,388
For the financial year ended
31 August 2012
Overall
Exercised
no.
Exercised
$
Lapsed
no.
Lapsed
$
Vested
no.
Vested
%
Unvested
%
Lapsed
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
280,000 33%
67%
152,000 33%
67%
432,000
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.
Indemnification and insurance of officers
The Company is required to indemnify the directors and other officers of the Company against any liabilities incurred
by the directors and officers that may arise from their position as directors and officers 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
officer 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 officers’
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.
31
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Directors’ report (Cont’d)
Asian Centre For Liver Diseases & Transplantation
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 satisfied 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 2012 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
1 November 2012
33
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 2012, I declare that, to the best of my knowledge and belief, there
have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001
in relation to the audit; and
b 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 Services
Adelaide, 1 November 2012
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms 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
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Asian Centre for Liver Diseases
and Transplantation Limited
ABN NUMBER 42 091 559 125
Financial Statements for the year ended 31 August 2012
36
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Asian Centre For Liver Diseases & Transplantation
Statement of comprehensive income
For the year ended 31 August 2012
Statement of financial position
As at 31 August 2012
Consolidated Group
Year ended
Year ended
Note
31 August 2012
31 August 2011
S$
S$
2
2
23b
3
4
5
24,049,814
37,090
55,128
(2,070,616)
(11,045,304)
(6,345,011)
(600,087)
(146,604)
(50,806)
59,473
(6,358)
(909,971)
3,026,748
(520,532)
2,506,216
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
8,625
63,337
Revenue
Other operating income
Changes in inventories
Inventories
Purchase services
Employment benefits expense
Operating lease expense
Depreciation and amortisation expenses
Directors’ fees
Gain on disposal of subsidiary
Finance expense
Other expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income:
Net effect of foreign currency translation
Total comprehensive income for the year
2,514,841
1,604,626
Profit 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
2,537,771
(31,555)
2,506,216
2,548,043
(33,202)
2,514,841
1,625,102
(83,813)
1,541,289
1,691,706
(87,080)
1,604,626
1.35
1.34
0.86
0.86
Current assets
Cash and cash equivalents
Trade and other receivables
Balance with related party
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
37
These financial statements should be read in conjunction with the accompanying notes.
These financial statements should be read in conjunction with the accompanying notes.
Note
Consolidated Group
2012
S$
2011
S$
10
11
12
13
14
15
16
19
17
18
19
17
20
21
4,392,953
4,248,855
360,817
316,803
9,319,428
284,565
266,123
550,688
9,870,116
4,555,800
47,025
527,965
5,130,790
-
78,639
38,492
117,131
5,247,921
4,622,195
266,133
67,575
4,288,487
4,622,195
-
4,622,195
5,175,475
1,050,968
-
261,675
6,488,118
874,029
266,123
1,140,152
7,628,270
3,616,224
44,990
322,542
3,983,756
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
38
For personal use only
Asian Centre For Liver Diseases & Transplantation
Asian Centre For Liver Diseases & Transplantation
Statement of changes in equity
For year ended 31 August 2012
Statement of cash flows
For year ended 31 August 2012
Issued
Capital
Retained
Earnings
Reserve
for own
shares
S$
266,133 1,597,786
S$
S$
(2,883)
- 1,625,102
-
-
-
-
Employee
share
option
reserve
S$
Foreign
Currency
Translation
Reserve
S$
(46,929)
66,604
Non-
controlling
interest
Total
S$
S$
- 1,814,107
(87,080) 1,604,626
-
-
-
15,469
-
15,469
-
-
-
(740,848)
266,133 2,482,040
-
-
(2,883)
(3,268)
-
16,407
-
-
15,469
66,961
-
63,693
(740,848)
(20,119) 2,757,047
266,133 2,482,040
(2,883)
16,407
15,469
(20,119) 2,757,047
10,272
-
(33,202) 2,514,841
- 2,537,771
-
-
-
-
-
-
2,883
-
-
-
-
-
(731,324)
266,133 4,288,487
-
-
-
-
-
26,679
25,427
-
-
-
40,896
-
-
25,427
2,883
53,321
53,321
-
(731,324)
- 4,622,195
Balance at 1.9.2010
Total comprehensive
income for the year
Employee share option
Non-controlling interest on
acquisition of subsidiary
Dividend paid (note 8)
Balance at 31.8.2011
Balance at 1.9.2011
Total comprehensive
income for the year
Employee share option
Shares sold during the
year
Transfer to gain on
disposal of subsidiary
Dividend paid (note 8)
Balance at 31.8.2012
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Income tax paid
Consolidated Group
Year ended
Year ended
Note
31 August 2012
31 August 2011
S$
S$
20,510,291
(20,219,339)
(315,109)
22,431,449
(18,342,444)
(480,763)
Net cash (use in)/provided by operating activities
25a
(24,157)
3,608,242
Cash flows from investing activities
Purchase of property, plant and equipment
Interest received
Acquisition of subsidiary, net of cash
Disposal of subsidiary
(5,710)
9,161
-
(6,273)
(452,308)
12,481
(214,744)
-
23b
Net cash used in investing activities
(2,822)
(654,571)
Cash flows from financing activities
Repayment of finance lease liabilities
Proceeds from sale of treasury shares
Fixed deposit pledged
Dividends paid
Finance cost
(44,990)
5,766
(696)
(731,324)
(6,358)
(18,146)
-
-
(740,848)
(3,249)
8
3
Net cash used in financing activities
(777,602)
(762,243)
Net change in cash and cash equivalents held
(804,581)
2,191,428
Cash and cash equivalents at beginning of financial year
Effect of exchange rate change on cash held in foreign
currencies
Cash and cash equivalents at end of financial year
10
5,054,285
2,845,229
21,363
4,271,067
17,628
5,054,285
39
40
These financial statements should be read in conjunction with the accompanying notes.
These financial statements should be read in conjunction with the accompanying notes.
For personal use only
Asian Centre For Liver Diseases & Transplantation
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements
For the year ended 31 August 2012
1
Statement of significant accounting policies
This financial report includes the consolidated financial statements and notes of Asian Centre for
Liver Diseases and Transplantation Limited (“ACLDT”) and controlled entities (“Consolidated Group” or
“Group”).
(a) Basis of preparation
The financial report is a general purpose financial 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. ACLDT is a for profit entity
for the purpose of preparing the financial statements.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in
a financial report containing relevant and reliable information about transactions, events and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply
with International Financial Reporting Standards. Material accounting policies adopted in the preparation of
this financial report are presented below and have been consistently applied unless otherwise stated.
The financial report has been prepared on an accruals basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities.
ACLDT is a company domiciled in Australia.
The consolidated financial report is presented in Singapore Dollars (“SGD”) as a significant portion of the
group’s activity is denominated in Singapore Dollars.
These consolidated financial statements have been approved for issue by the Board of Directors on 1
November 2012.
(b)
Principles of consolidation
A controlled entity is any entity over which ACLDT has the power to govern the financial and operating policies
so as to obtain benefits 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 23 to the financial statements. All controlled entities have a 31
August financial year end.
As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the
consolidated financial 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
profits 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.
(c) Changes in ownership interests
The group treats transactions with non-controlling interests that do not result in a loss of control as transactions
with equity owners of the group. A change in ownership interest results in an adjustment between the carrying
amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any
difference between the amount of the adjustment to non-controlling interests and any consideration paid or
received in recognised in a separate reserve within equity attributable to owners of ACLDT.
When the group ceases to have control, joint control or significant influence, any retained interest in the entity
is re-measured to its fair value with the change in carrying amount recognised in profit or loss. The fair value
is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an
associate, jointly controlled entity or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the group had directly disposed of
the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
(d) 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.
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 identified 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 identifiable 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(k)) 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
financial 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 (i.e. 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 profit 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.
41
42
For personal use only
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
(e)
Income tax
The income tax expense (benefit) for the year comprises current income tax expense (benefit) and deferred tax
expense (benefit).
Depreciation
The depreciation of all fixed 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.
Current income tax expense charged to the profit 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 reflects movements in deferred tax asset and deferred tax liability balances
during the year as well unused tax losses.
Current and deferred income tax expense (benefit) is charged or credited directly to equity instead of the profit
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 financial 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 profit 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 reflects 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 profit will be available against which the benefits of the deferred tax asset
can be utilised.
The amount of benefits 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
sufficient future assessable income to enable the benefit to be realised and comply with the conditions of
deductibility imposed by the law.
(f)
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.
(g)
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 flows that will be received from the asset’s employment and subsequent disposal. The expected net
cash flows 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 benefits associated with the item will flow 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 financial year in which they are incurred.
43
The depreciation rates used for each class of depreciable assets are:
Class of fixed asset
Office equipment
Medical equipment
Computers
Furniture and fittings
Renovations
Depreciation Rate
5 years
5 years
5 years
5 years
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.
(h)
Leases
Lease payments for operating leases, where substantially all the risks and benefits 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 finance 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 classified 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.
Depreciation methods and useful lives for assets held under finance lease agreements correspond to those
applied to comparable assets which are legally owned by the Group. The corresponding finance leasing
liability is reduced by lease payments less finance charges, which are expensed as part of finance costs.
The interest element of leasing payments represents a constant proportion of the capital balance outstanding
and is charged to profit or loss over the period of the lease.
(i)
Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual
provisions to the instrument. For financial 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 classified “at fair value
through profit or loss” in which case transaction costs are expensed to the profit or loss immediately.
Classification 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.
44
For personal use only
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
The Group does not designate any interest in subsidiaries, associates or joint venture entities as being subject
to the requirements of accounting standards specifically applicable to financial instruments.
(i) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed 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 financial assets that have fixed maturities and fixed 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 financial assets
Available for sale financial assets are non-derivative assets that are either not suitable to be classified into
other categories of financial 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 fixed maturity nor fixed or
determinable payments.
Available for sale financial assets are included in non-current assets, except for those which are expected to
mature within 12 months after the end of the reporting year.
(iv) Financial liabilities
Non-derivative financial liabilities (excluding financial 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 financial instrument has
been impaired.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset
is transferred to another party whereby the entity no longer has any significant continuing involvement in the
risks and benefits 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 financial 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 profit or loss.
(j)
Impairment of assets
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.
(k)
Intangibles
Goodwill
Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the
sum of:
(i)
the consideration transferred;
(ii) any non-controlling interest; and
(iii) the acquisition date fair value of any previously held equity interests
over the acquisition date fair value of net identifiable 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.
(l)
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 financial 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 flow 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 financial 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.
(m) Employee benefits
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees
to balance date. Employee benefits 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 benefits payable
later than one year are measured at the present value of the estimated future cash outflows to be made for
those benefits. Those cash flows are discounted using market yields on national government bonds with
terms to maturity that match the expected timing of cash flows.
45
46
For personal use only
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
Central Provident Fund (“CPF”) contributions: The Group makes contributions to the Central Provident
Fund scheme in Singapore, a defined contribution post-employment or pension scheme. Contributions to
post-employment benefits under defined 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.
(n)
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 outflow of economic benefits will result and that outflow can be reliably measured.
(o) 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
insignificant risk of changes in values.
(p) 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 floating rate financial assets,
is the rate inherent in the instrument.
All revenue is stated net of goods and services tax (“GST”).
(q)
(r)
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.
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 Office (“ATO”) or Inland Revenue Authority of Singapore
(“IRAS”). 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 financial position inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO or IRAS is included as a current asset or
liability in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows
arising from investing and financing activities which are recoverable from, or payable to, the ATO or IRAS are
classified as operating cash flows.
(s)
Share-based employee remuneration
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
profitability and sales growth targets and performance conditions).
All share-based remuneration is ultimately recognised as an expense in profit 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.
(t)
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.
(u) Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(v) Standards and Interpretations issued but not yet effective
At the date of authorisation of the financial report, the following Standards and Interpretations were in issue,
but not yet effective.
(i) AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from
AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December
2010) (effective from 1 January 2015)
AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets
and financial liabilities. The standard is not applicable until 1 January 2015 but is available for early adoption.
The derecognition rules have been transferred from AASB 139 Financial Instruments: Recognition and
Measurement and have not been changed. The Group has not yet decided when to adopt AASB 9.
(ii) AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of
Interests in Other Entities, revised AASB 127 Separate Financial Statements and AASB 128 Investments in
Associates and Joint Ventures and AASB 2011-7 Amendments to Australian Accounting Standards arising
from the Consolidation and Joint Arrangements Standards (effective 1 January 2013)
In August 2011, the AASB issued a suite of five new and amended standards which address the accounting
for joint arrangements, consolidated financial statements and associated disclosures.
47
48
For personal use only
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate
Financial Statements, and Interpretation 12 Consolidation – Special Purpose Entities. The core principle that
a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains
unchanged, as do the mechanics of consolidation. However, the standard introduces a single definition of
control that applies to all entities. It focuses on the need to have both power and rights or exposure to
variable returns. Power is the current ability to direct the activities that significantly influence returns. Returns
must vary and can be positive, negative or both. Control exists when the investor can use its power to affect
the amount of its returns. There is also new guidance on participating and protective rights and on agent/
principal relationships. While the Group does not expect the new standard to have a significant impact on
its composition, it has yet to perform a detailed analysis of the new guidance in the context of its various
investees that may or may not be controlled under the new rules.
AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer
on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the
parties to the joint arrangement. Based on the assessment of rights and obligations, a joint arrangement will
be classified as either a joint operation or a joint venture. Joint ventures are accounted for using the equity
method, and the choice to proportionately consolidate will no longer be permitted. Parties to a joint operation
will account their share of revenues, expenses, assets and liabilities in much the same way as under the
previous standard. AASB 11 also provides guidance for parties that participate in joint arrangements but do
not share joint control.
AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and
AASB 11, and replaces the disclosure requirements currently found in AASB 127 and AASB 128.
The Group does not expect to adopt the new standards before their operative date. They would therefore be
first applied in the financial statements for the annual reporting period ending 31 August 2014.
(iii) AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards
arising from AASB 13 (effective 1 January 2013).
AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair
value disclosures. The Group has yet to determine which, if any, of its current measurement techniques will
have to change as a result of the new guidance. It is therefore not possible to state the impact, if any, of the
new rules on any of the amounts recognised in the financial statements. However, application of the new
standard will impact the type of information disclosed in the notes to the financial statements. The Group does
not intend to adopt the new standard before its operative date, which means that it would be first applied in
the annual reporting period ending 31 August 2014.
(iv) Revised AASB 119 Employee Benefits, AASB 2011-10 Amendments to Australian Accounting Standards
arising from AASB 119 (September 2011) and AASB 2011-11 Amendments to AASB 119 (September 2011)
arising from Reduced Disclosure Requirements (effective 1 January 2013)
In September 2011, the AASB released a revised standard on accounting for employee benefits. It requires
the recognition of all remeasurements of defined benefit liabilities/assets immediately in other comprehensive
income (removal of the so-called ‘corridor’ method) and the calculation of a net interest expense or income
by applying the discount rate to the net defined benefit liability or asset. This replaces the expected return
on plan assets that is currently included in profit or loss. The standard also introduces a number of additional
disclosures for defined benefit liabilities/assets and could affect the timing of the recognition of termination
benefits. The amendments will have to be implemented retrospectively.
There are no other standards that are not yet effective and that are expected to have a material impact on the
entity in the current or future reporting periods and on foreseeable future transactions.
49
(w) Critical accounting estimates and judgements
The directors evaluate estimates and judgements incorporated into the financial 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 specific 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.
2 Revenue
Operating activities
Provision of services
Sale of medication
Management fee
Total revenue from operating activities
Other revenue
Interest received
Other income
Total other revenue
3 Finance expense
Interest expense on obligation under finance lease
Consolidated Group
2011
2012
S$
S$
20,322,069
3,677,745
50,000
24,049,814
17,384,876
3,377,907
-
20,762,783
9,161
27,929
37,090
12,481
9,182
21,663
6,358
3,249
4 Profit for the year
The profit for the year has been arrived at after crediting/(charging) the following items:
a. Expenses
Cost of sales
Foreign currency translation gain
Consolidated Group
2011
2012
S$
S$
(13,060,792)
508
(10,839,156)
450
Administrative expenses include rental expense on operating leases as follows:
- premises
(600,087)
(486,721)
Depreciation and amortisation is reflected in the statement of comprehensive
income as follows:
- depreciation
Professional fees
Credit card charges
Central Provident Fund
Share option expense
(146,604)
(266,542)
(118,274)
(190,585)
(25,427)
(231,733)
(151,430)
(114,984)
(153,722)
(15,469)
50
For personal use only
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
5 Income Tax Expense
Note
Consolidated Group
a. The components of tax expense comprise:
Current tax
Deferred tax
Over provision in respect of prior years
17
2012
S$
527,965
-
(7,433)
520,532
2011
S$
383,826
34,542
(69,555)
348,813
b. The prima facie tax on profit before income tax is reconciled to the income tax as follows:
Prima facie tax payable on profit before income tax at Australian tax rate
of 30% (2011 : 30%)
Add:
908,024
567,031
Effect of tax rates in foreign jurisdiction
Tax effect of:
- over 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
(393,477)
(245,714)
(7,433)
(25,925)
39,343
520,532
(69,555)
(25,925)
122,976
348,813
The value of tax loses not recognised is S$ 290,902 (2011 : S$489,637).
6 Key Management Personnel Compensation
The key management personnel (“KMP”) compensation included in employment expenses includes:
Short-term benefits
Post employment benefit
Share based payments
Total compensation
Detailed remuneration disclosures are provided in the remuneration report.
2012
S$
2011
S$
3,472,006
3,469,065
47,530
25,427
35,042
15,469
3,544,963
3,519,576
51
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 financial year is as follows:
31 August 2012
Dato’ Dr Kai Chah Tan
Ms Pamela Anne
Jenkins
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Ms Jeslyn Jacques
Wee Kian Leong
Mr Cherinjit Kumar
Shori
Mr Meng Yau Yeoh
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
280,000
280,000
457,000
152,000
152,000
- 1,299,000
432,000
432,000
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
52
For personal use only
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
KMP Shareholdings
7 Auditor’s Remuneration
The number of ordinary shares in Asian Centre for Liver Diseases and Transplantation Limited held by each
KMP of the Group during the financial year is as follows:
Balance at
beginning of
year
102,298,250
21,324,600
4,084,090
-
561,915
-
-
-
128,268,855
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
102,298,250
21,324,600
4,084,090
-
561,915
-
-
-
128,268,855
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*
-
-
561,915*
-
-
4,646,005
102,298,250
21,324,600
4,084,090
-
-
561,915
-
-
128,268,855
31 August 2012
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Ms Jeslyn Jacques Wee
Kian Leong
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
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
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 27: Related Parties.
Remuneration of the parent entity auditor, Grant
Thornton Audit Pty Ltd:
- auditing or reviewing the financial report
- taxation services
Remuneration of related practices of Grant Thornton
Audit Pty Ltd:
- auditing or reviewing the financial report of
subsidiaries
- taxation services
8 Dividends
Final unfranked dividend of 0.3 S cents per share in
respect of financial year ended 2011 (2011 : 0.3 S
cents per share)
Interim unfranked dividends 0.1 S cents per share
(2011 : 0.1 S cents per share)
Consolidation Group
2011
S$
2012
S$
36,464
11,070
64,300
8,400
34,741
12,095
65,408
5,308
Consolidation Group
2011
S$
2012
S$
495,081
492,950
236,243
247,898
731,324
740,848
Following the completion of accounts the Directors propose to declare a final unfranked dividend of S$0.004
(A$0.003) (2011 : S$0.003) per qualifying ordinary share in respect of the financial year ended 31 August 2012, to
be paid to the shareholders in December 2012.
This dividend has not been included as a liability in these financial 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$729,000 (A$565,000).
53
54
For personal use only Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement
of financial position as follows:
The following table reflects the profit and loss and share data used in the computation of basic and diluted
earnings per share for the year ended 31 August:
Cash and cash equivalents
Less: Fixed deposit pledged
9 Earnings per Share
Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders of
the Company by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders
of the Company by the weighted average number of ordinary shares outstanding during the financial year plus the
weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential
ordinary shares into ordinary shares.
Profit for the year
Weighted average number of ordinary shares during
the year used in calculating basic EPS
Effect of dilution:
Share option
Weighted average number of ordinary shares during
the year used in calculating diluted EPS
Basic earnings per share (S cents)
Diluted earnings per share (S cents)
10 Cash and Cash Equivalents
Cash and bank balances
Fixed deposit pledged
Consolidation Group
2011
2012
S$2,537,771
S$1,625,102
Number of
shares
Number of
shares
188,454,000
188,454,000
811,875
811,875
189,265,875
189,265,875
1.35
1.34
0.86
0.86
Consolidation Group
2012
S$
2011
S$
4,271,067
121,886
4,392,953
5,054,285
121,190
5,175,475
The effective interest rate on short-term bank deposits was 0.13% (2011 : 0.70%) per annum; these deposits have
an average maturity of 24 months (2011 : 24 months).
Cash and cash equivalents in the statement of cash flows
11 Trade and Other Receivables
Trade receivables
Current
Trade receivables
Other receivables
Deposits
Total current trade and other receivables
Consolidation Group
2012
2011
S$
4,392,953
(121,886)
4,271,067
S$
5,175,475
(121,190)
5,054,285
Consolidation Group
2012
S$
2011
S$
4,218,476
17,879
12,500
998,567
35,101
17,300
4,248,855
1,050,968
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 significant 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
specific 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.
The Fixed deposit is pledged to a bank for performance guarantee relating to the operating lease.
Consolidation Group
55
Current
Due 1 - 30 days
Due 31- 60 days
Due over 60 days
2012
S$
1,936,299
711,421
797,483
773,273
4,218,476
2011
S$
454,760
146,607
349,186
48,014
998,567
56
For personal use only
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
12 Balance with related party
Consolidated Group
2012
S$
2011
S$
-
Non-trade amount due from associate company
The non-trade amount due from associate company is unsecured, interest-free and has no fixed repayment terms.
360,817
13 Inventories
Current
- Medical Supplies at cost
Total inventories
14 Plant and Equipment
Office equipment
At Cost
Accumulated depreciation
Total office equipment
Medical equipment
At Cost
Accumulated depreciation
Total medical equipment
Computers
At Cost
Accumulated depreciation
Total computers
Furniture and fittings
At cost
Accumulated depreciation
Total furniture and fittings
Renovations
At cost
Accumulated depreciation
Total Renovations
Total plant and equipment
57
Consolidated Group
2012
S$
2011
S$
316,803
316,803
261,675
261,675
Consolidated Group
2011
S$
2012
S$
12,792
(8,666)
4,126
293,429
(127,624)
165,805
116,377
(55,669)
60,708
13,294
(10,397)
2,897
144,926
(93,897)
51,029
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
284,565
874,029
Office
equipment
Medical
equipment
Computers
Furniture
and fittings
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 financial year.
Consolidated Group
Balance at 31 August 2011
Additions
Disposal of subsidiary
32,410
1,300
(26,378)
386,914
-
(162,913)
85,733
4,410
(5,405)
41,824
-
(33,160)
327,148
-
(250,811)
874,029
5,710
(478,667)
Depreciation expense
(4,592)
(60,502)
(24,030)
(5,767)
(51,713)
(146,604)
Currency alignment
Carrying amount at 31
August 2012
1,386
2,306
-
-
26,405
30,097
4,126
165,805
60,708
2,897
51,029
284,565
Included in medical equipment is medical equipment under finance lease arrangement amounting to
S$161,267 (2011 : S$208,467).
Finance lease liabilities (see note 19) are secured by the related assets held under finance leases.
15 Intangible Assets
Total Intangible Assets
Goodwill
Cost
Accumulated impairment losses
Closing carrying value at the end of the year
Reconciliation of Goodwill
Balance at the beginning of year
Additions
Disposals
Impairment losses
Consolidated Group
2012
S$
2011
S$
266,123
-
266,123
266,123
-
266,123
266,123
266,123
-
-
-
-
-
-
Closing carrying value at the end of the year
266,123
266,123
58
For personal use only
Asian Centre For Liver Diseases & Transplantation
Impairment test for goodwill
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
18 Other Payables
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 financial year and prior financial 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 flows approved by management covering a period
not exceeding five years. Management’s determination of cash flow projections and gross margins are based on
past performance and its expectation for the future. The present value of future cash flows has been calculated
using a discount rate of 7% (2011 : 7%) and a growth rate of 10% (2011 : 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.
16 Trade and Other Payables
Current
Trade payables
Patients’ deposits
Sundry payables and accrued expenses
Total current trade and other payables
17 Taxation
Current
Income tax payable
Non-current
Deferred tax liabilities:
Tax allowances relating to plant &
equipment
Net deferred tax liability
Deferred tax liabilities:
Tax allowances relating to plant &
equipment
Net deferred tax liability
59
Consolidated Group
2011
2012
S$
S$
3,634,644
450,103
471,053
4,555,800
2,303,633
788,073
524,518
3,616,224
Consolidated Group
2012
S$
2011
S$
527,965
322,542
1 September
2011
Recognised in
profit and loss
S$
S$
31 August
2012
S$
38,492
38,492
-
-
38,492
38,492
1 September
2010
Recognised in
profit and loss
S$
S$
31 August
2011
S$
3,950
3,950
34,542
34,542
38,492
38,492
Consolidated Group
2012
S$
2011
S$
Other payables
-
723,311
Included in Other payables in 2011 was an amount owing to previous shareholders of Asian Centre for
Liver Diseases and Transplantation Inc of S$515,200 and an amount owing to non-controlling interest of
S$208,261. The amounts owing had no fixed term of repayment, was interest free and was not due within
one year.
19 Finance Lease
Current
Non-current
20 Issued Capital
188,454,000 Fully paid ordinary shares (2011 : 188,454,000)
Total capital
Consolidated Group
2011
S$
2012
S$
47,025
78,639
125,664
44,990
125,664
170,654
Consolidated Group
2011
S$
2012
S$
266,133
266,133
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.
a. Ordinary Shares
At the beginning of reporting year
Shares issued during year:
At reporting date
b. Treasury Shares
At the beginning of reporting year
Shares sold during year
At reporting date
Consolidated Group
S$
Number
188,454,000
-
188,454,000
266,133
-
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.
60
For personal use only
Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
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 finance 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.
21
Reserves
Nature and purpose of reserve
(i) Share-based payments
The share-based payments reserve is used to recognise:
•
•
•
At grant date the fair value of options issued to employees but not exercised
At grant date the 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(d) 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(l) and accumulated in a separate reserve within equity. The cumulative amount
is reclassified to profit 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 2012, the Group held no Company’s shares (2011 : 47,500).
22
i.
Share-Based Payments
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 first, second and third anniversary of the grant. Options
expire at the earlier of termination of employment or five 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 financial year, 432,000 options were vested with key management personnel (2011 : 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 specified 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 Nomination and Remuneration Committee and is based on performance
measures including growth in shareholder return, return on equity, cash earnings, and group EPS growth.
61
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 Nomination 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.
The Market Price is defined 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.
A summary of the movements of all Company options issues is as follows:
Number
Weighted average exercise price
Options outstanding as at 31 August 2011
Granted
Forfeited
Exercised
Expired
Options outstanding as at 31 August 2012
Options exercisable as at 31 August 2012:
Options exercisable as at 31 August 2011:
1,299,000
-
-
-
-
1,299,000
432,000
-
A$0.088
-
-
-
-
A$0.088
A$0.088
-
The weighted average remaining contractual life of options outstanding at year end was 3.4 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 specific 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$0.088
17 January 2012- 17 January 2016
Historical volatility has been the basis for determining expected share price volatility as it is assumed that this
is indicative of future movements. The life of the options is based on the historical exercise patterns, which
may not eventuate in the future.
62
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Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
23 Controlled Entities
a. Controlled entities consolidated
The foreign currency revaluation reserve records exchange differences arising on translation of a foreign controlled
subsidiary.
24 Leasing Commitments
Consolidated Group
2012
S$
2011
S$
Country of
incorporation
Percentage owned
(%)
2012
2011
Asian Centre for Liver Diseases and Transplantation Limited
Australia
Subsidiary of Asian Centre for Liver Diseases and Transplantation
Limited:
Asian American Medical Group Inc. (formally known as Asian Centre
for Liver Diseases and Transplantation Inc.)
British Virgin
Isles
100
100
Subsidiary of Asian Centre for Liver Diseases and Transplantation Inc.:
Asian Centre for Liver Diseases and Transplantation Pte. Ltd.
ALC Management Consultancy Pte. Ltd.
Singapore
Singapore
100
100
100
100
Associate of Asian Centre for Liver Diseases and Transplantation Pte. Ltd. :
Asian Liver Centre Co. Ltd
PT. Asian Liver Center Indonesia
Vietnam
Indonesia
30
50
70
50
b. Disposal of controlled entity
On 3 January 2012, Asian Liver Centre Co. Limited (“ALCVN”) issued new shares to Hoa Lam Consultant
Investment Ltd for cash which raised its shareholding in ALCVN from 25% to 67.86%. As a result of this capital
enlargement, Asian Centre for Liver Diseases and Transplantation Pte Ltd’s shareholding, a subsidiary of Asian
Centre for Liver Diseases and Transplantation Limited, was diluted from 70% to 30%. ALCVN has ceased to be
a subsidiary of the Group.
The fair values of assets acquired and liabilities disposed are as follows:
Cash and cash equivalents
Property, plant and equipment
Deposits and other receivables
Trade and other payables
Current borrowings
Net liabilities disposed
Non-controlling interest
Transfer from foreign currency translation reserve
Gain on disposal of subsidiary
S$
6,273
488,561
2,983
(117,981)
(504,096)
(124,260)
48,408
16,379
(59,473)
Revenue and loss of ALCVN included in the consolidated results of the Group prior to the dilution amounted to
S$8,339 (2011 : S$31,000) and S$105,183 (2011 : S$196,000) respectively.
Operating leases
Non-cancellable operating leases contracted for but not capitalised in the financial statements:
Payable – minimum lease payments
Not longer than 1 year
Longer than 1 year but not longer than 5
years
568,725
374,422
943,147
164,066
155,921
319,987
The lease on the Group’s office premises at Gleneagles Hospital and Mount Elizabeth Medical Centre expires in
June 2014 and August 2013 respectively.
Future minimum finance lease payments at the end of each reporting period under review were as follows:
31 August 2012
Lease payments
Finance charges
Net present values
31 August 2011
Lease payments
Finance charges
Net present values
Minimum lease payments due
Within 1 year
$’000
1 to 5 years
$’000
After 5 years
$’000
51,348
(4,323)
47,025
51,348
(6,358)
44,990
81,323
(2,684)
78,639
132,671
(7,007)
125,664
-
-
-
-
-
-
Total
$’000
132,671
(7,007)
125,664
184,019
(13,365)
170,654
63
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Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
25 Cash Flow Information
a Reconciliation of cash flow from operations with profit after income tax
Consolidated Group
2012
S$
2011
S$
Profit after income tax
Non cash flows in profit:
Depreciation and amortisation
Foreign currency translation
Employee share option cost
Finance income
Finance cost
Gain on disposal of subsidiary
Changes in assets and liabilities:
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventories
Increase in trade and other payables
Increase/(decrease) in deferred and current tax liabilities
Net cash (use in)/provided by operating activities
b Disposal of entity
2,506,216
1,541,289
146,604
(67,077)
25,427
(9,161)
6,358
(59,473)
(3,561,687)
(55,128)
838,341
205,423
(24,157)
231,733
(108,886)
15,469
(12,481)
3,249
-
1,659,483
108,282
302,054
(131,950)
3,608,242
During the year, Asian Liver Centre Co. Limited (“ALCVN”) issued new shares to Hoa Lam Consultant Investment
Ltd for cash which raised its shareholding in ALCVN from 25% to 67.86%. As a result of this capital enlargement,
Asian Centre for Liver Diseases and Transplantation Pte Ltd’s shareholding, a subsidiary of Asian Centre for Liver
Diseases and Transplantation Limited, was diluted from 70% to 30%. ALCVN has ceased to be a subsidiary of
the Group.
c Non-cash investing and financing activities
Acquisition of medical equipment by means of finance lease
26 Events After the Balance Date
2012
S$
-
2011
S$
208,467
On 19 September 2012, ALC Management Consultancy Pte Ltd received approval from the Accounting and
Corporate Regulatory Authority (“ACRA”) in Singapore to change its name to Asian Centre for Blood and Bone
Marrow Transplantation Pte Ltd.
No matters or circumstances have arisen since the end of the financial year which significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group
in future financial years.
27 Related Party
A number of directors of the Group, or their director-related entities, held positions in other entities during the
financial year that result in them having control or significant influence over the financial 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
2012
S$
-
2011
S$
255
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
Current assets:
Balance with related party
2012
S$
-
-
2011
S$
515,200
208,261
360,817
-
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, was 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 fixed term of repayment, is interest free and is not due within one year as
disclosed in note 18.
The balance due from related party represents non-trade amount due from ALCVN and is unsecured, interest-free
and has no fixed repayment terms as disclosed in note 12.
Other than the related party information disclosed elsewhere in the financial statements, the above are significant
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.
65
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28
Operating Segments
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
AASB 8 requires operating segments to be identified 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 identified its operating segments to be as follows based on distinct operational activities:
(i) Provision of medical consultation and services in the hepatology and related fields; 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 financial 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 fields.
Details of the performance of each of these operating segments for the financial years ended 31 August 2012 and
31 August 2011 are set out below:
(i) Segment Performance
Segment revenue
Medical consultation
Corporate
Total
2012
S$
2011
S$
2012
S$
2011
S$
2012
S$
2011
S$
(iii) Segment liabilities
Medical consultation
Corporate
Total
2012
S$
2011
S$
2012
S$
2011
S$
2012
S$
2011
S$
(1,443,066)
(1,475,280)
(6,665,330)
(6,129,000)
Segment liabilities
Reconciliation of segment liabilities to Group liabilities:
Inter-segment eliminations
Total Group liabilities
(5,222,264)
(4,653,720)
(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
External sales revenue
24,049,814
20,762,783
-
-
24,049,814
20,762,783
Inter segment sales
-
-
1,700,000
1,600,000
1,700,000
1,600,000
Total segment revenue
24,049,814
20,762,783
1,700,000
1,600,000
25,749,814
22,362,783
Reconciliation of segment revenue to Group revenue:
Assets by geographical location
Australia
Vietnam
Singapore
Total assets
Inter-segment eliminations
Total Group revenue
Segment net profit/(loss)
before tax
(ii) Segment assets
3,152,994
2,100,472
(126,246)
(210,370)
3,026,748
1,890,102
Medical consultation
Corporate
Total
2012
S$
2011
S$
2012
S$
2011
S$
2012
S$
2011
S$
(1,700,000)
(1,600,000)
24,049,814
20,762,783
(vi) Major Customers
The Group is not reliant on any one major customer to whom it provides its products or services.
28 Financial risk management policies
The Group’s financial instruments consist mainly of cash at bank and accounts receivable and payable.
The totals for each category of financial instruments, measured in accordance with AASB 119 as detailed in the
accounting policies to the financial statements, are as follows.
Segment assets
11,225,704
8,671,892
4,987,665
15,579,253
16,213,369
24,251,145
Reconciliation of segment assets to Group assets:
Inter-segment eliminations
Unallocated assets intangibles
Total Group assets
(6,609,376)
266,123
(16,888,998)
266,123
9,870,116
7,628,270
Segment asset increases in the year
Capital expenditure
(Disposal)/Acquisitions
5,710
(497,817)
(492,107)
550,011
424,077
974,088
-
-
-
-
-
-
5,710
(497,817)
(492,107)
550,011
424,077
974,088
67
Financial assets
Cash and cash equivalents
Trade and other receivables
Total financial assets
Financial liabilities
Trade and other payables
Other non-current payables
Finance lease
Total financial liabilities
Total net financial assets
1,417,409
(5,247,921)
1,257,777
(4,871,223)
Consolidated Group
2011
2012
S$
S$
24,041,475
8,339
24,049,814
20,731,812
30,971
20,762,783
Consolidated Group
2011
2012
S$
S$
103,237
-
9,766,879
9,870,116
145,482
517,026
6,965,762
7,628,270
Consolidated Group
2011
2012
S$
S$
4,392,953
4,609,672
9,002,625
5,175,475
1,050,968
6,226,443
(4,555,800)
-
(125,664)
(4,681,464)
4,321,161
(3,616,224)
(723,311)
(170,654)
(4,510,189)
1,716,254
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Asian Centre For Liver Diseases & Transplantation
Notes to the financial statements (Cont’d)
Notes to the financial statements (Cont’d)
Asian Centre For Liver Diseases & Transplantation
29
The Board is responsible for monitoring and managing financial risk exposures of the Group.
Financial risk management policies
30 Parent Company Information
Specific financial risk exposures and management
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 flows of a financial instrument
fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial
instruments which are other than the functional currency of the Group which is the Singapore dollar.
(i) 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.
(ii) Sensitivity analysis
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.
(b)
Credit risk exposures
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The credit risk on financial assets of the entity which have been recognised in the statement of financial
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.
(c)
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities.
All financial assets and liabilities as disclosed above have maturities within one year for the 31 August 2011
financial year with the exception of the non-current other payables and non-current portion of the finance
lease.
The Group manages liquidity risk by monitoring forecast cash flows.
(d)
Treasury risk management
The Board meets on a regular basis to analyse financial 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 financial targets, whilst
maintaining the effects on financial performance. Risk is also minimised through investing surplus funds in
financial institutions that maintain a high credit rating or in entities that the Board has otherwise cleared as
being financially sound.
(e)
Net fair values of financial 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 financial instruments approximate their fair values.
69
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
Profit/(loss) for the year
Other comprehensive income
Total comprehensive income/(loss)
2012
S$
2011
S$
103,237
2,803,557
2,906,794
145,482
2,803,557
2,949,039
(186,453)
-
(186,453)
2,720,341
(191,992)
-
(191,992)
2,757,047
13,352,900
(10,573,204)
(59,356)
2,720,340
13,352,900
(10,534,470)
(61,383)
2,757,047
664,281
2,026
666,307
(9,956,593)
9,731
(9,946,862)
Included in the loss for 2011 was S$10,549,343 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 did 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.
31 Company Details
The registered office 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:
201 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.
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Asian Centre For Liver Diseases & Transplantation
Directors’ declaration
The directors of Company declare that:
(a)
the financial statements and notes, as set out on pages 37 to 70, are in accordance with the Corporations
Act 2001, including:
(i)
giving a true and fair view of the financial position as at 31 August 2012 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 financial controller have declared that:
(i)
the financial records of the Company for the financial year have been properly maintained in accordance
with s286 of the Corporations Act 2001;
(ii)
The financial statements and notes for the financial year comply with the Accounting Standards; and
(iii)
The financial statements and notes for the financial 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 financial statements;
This declaration is made in accordance with a resolution of the Board of Directors.
Dato’ Dr Kai Chah Tan
Director
1 November 2012
71
Asian Centre For Liver Diseases & Transplantation
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
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIAN CENTRE FOR LIVER DISEASES AND
TRANSPLANTATION LIMITED
Report on the financial report
We have audited the accompanying financial report of Asian Centre for Liver Diseases and
Transplantation Limited (the “Company”), which comprises the consolidated statement
of financial position as at 31 August 2012, the consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash
flows for the year then ended, notes comprising a summary of significant 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 financial year.
Directors responsibility for the financial report
The Directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view of the financial 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 financial report
to be free from material misstatement, whether due to fraud or error. The Directors also
state, in the notes to the financial 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 financial report, comprising the
financial statements and notes, complies with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial 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 financial report is free from
material misstatement.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms 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
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Asian Centre For Liver Diseases & Transplantation
Asian Centre For Liver Diseases & Transplantation
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 2012, complies with section 300A of
the Corporations Act 2001.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
S J Gray
Director – Audit & Assurance Services
Adelaide, 1 November 2012
An audit involves performing procedures to obtain audit evidence about the amounts
and disclosures in the financial report. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial
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 financial 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 financial report.
We believe that the audit evidence we have obtained is sufficient 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
the financial report of Asian Centre for Liver Diseases and Transplantation Limited is
in accordance with the Corporations Act 2001, including:
i
ii
giving a true and fair view of the consolidated entity’s financial
position as at 31 August 2012 and of its performance for the year
ended on that date; and
complying with Australian Accounting Standards and the
Corporations Regulations 2001; and
b
the financial report also complies with International Financial Reporting Standards
as disclosed in the notes to the financial statements.
Report on the remuneration report
We have audited the remuneration report included in the directors’ report for the year
ended 31 August 2012. 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.
73
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C. Substantial holders
Substantial holders in the company are set out below:
Ordinary shareholders
Number held
Percentage
Asian Centre For Liver Diseases & Transplantation
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
HSBC Custody Nominees (Australia) Limited
Phillip Securities Pte Ltd (Client Account)
D. Voting rights
Please refer note 20.
E. On-market buy back
There are no current on-market buy back.
102,298,250
21,324,600
17,725,346
11,837,438
54.28
11.32
9.41
6.28
Asian Centre For Liver Diseases & Transplantation
Shareholder Information
The shareholder information set out below was applicable as at 26 October 2012.
A. Distribution of holders of equity securities
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Ordinary Shares
175
57
48
89
34
403
Employee Options
-
-
-
-
2
2
There were 224 holders of less than marketable parcel of ordinary shares.
The percentage of the total holdings of the twenty largest holders of ordinary shares was
96.53 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
Phillip 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
Mr Robert John Wood &
Mrs Stella Agnes Wood (Bob & Stella Wood S/F A/C)
Mr Harry Vui Khiun Lee
HSBC Custody Nominees (Australia) Limited - A/C 2
Mr Robert John Wood &
Mrs Stella Agnes Wood (Bob & Stella Wood Super A/C)
Mr Barry William Quaill &
Mrs Pamela Louise Quaill (BW&PLQUAILL Investment A/C)
DBS Vickers Securities (Singapore) Pte Ltd
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
17,725,346
11,837,438
8,885,792
8,499,930
4,084,090
2,500,040
699,483
590,415
561,915
550,000
500,000
380,000
354,599
245,000
230,000
220,000
220,000
200,000
54.28
11.32
9.41
6.28
4.72
4.51
2.17
1.33
0.37
0.31
0.30
0.29
0.27
0.20
0.19
0.13
0.12
0.12
0.12
0.11
75
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