UniVision Engineering Limited
Annual Report
Year ended 31 March 2009
UNIVISION ENGINEERING LIMITED
Annual Report
Year ended 31 March 2009
Contents
Page
Board of Directors, Officers and Professional Advisers
Chairman’s Statement
Directors’ and Senior Management’s Biographies
Directors’ Report
Remuneration Report
Report on Corporate Governance
Statement of Directors’ Responsibilities
Independent Auditor’s Report to the Shareholders of UniVision
Engineering Limited
Group Income Statement
Group Balance Sheet
Company Balance Sheet
Group Statement of Changes in Shareholders’ Equity
Company Statement of Changes in Shareholders’ Equity
Group Cash Flow Statement
Company Cash Flow Statement
Notes to the Financial Statements
Notice of Annual General Meeting
2
3
6
8
12
13
15
16
18
19
20
21
22
23
25
26
66
UNIVISION ENGINEERING LIMITED - 1 - ANNUAL REPORT 2009
BOARD OF DIRECTORS, OFFICERS
AND PROFESSIONAL ADVISERS
Nominated Adviser and Broker
Allenby Capital Limited
40 Marsh Wall,
Docklands,
London E14 9TP,
UK
Auditors
ZYCPA Company Limited
Certified Public Accountants
9/F Chinachem Hollywood Centre,
1-13 Hollywood Road,
Central, Hong Kong
Registrars
Computershare Investor Services
(Jersey) Limited
PO Box 83 Ordnance House,
31 Pier Road,
St Helier,
Jersey JE4 8PW,
Channel Island
UK Depositary
Computershare Investor Services PLC
The Pavilions,
Bridgwater Road,
Bristol BS13 8AE,
UK
Board of Directors
Stephen Sin Mo KOO, Executive Chairman
Chun Hung WONG, Chief Executive Office
Chun Pan WONG, Technical Director
Danny Kwok Fai YIP, Finance Director
Andrew Ping Sum TANG, Non-Executive Director
Senior Management
Mike Chiu Wah CHAN, Director of Operations
Peter Yip Tak CHAN, Director of Sales and Marketing
Audit Committee
Andrew Ping Sum TANG, Chairman
Stephen Sin Mo KOO
Remuneration Committee
Andrew Ping Sum TANG, Chairman
Stephen Sin Mo KOO
Company Secretary
Danny Kwok Fai YIP
Registered Office
8/F Lever Tech Centre,
69-71 King Yip Street,
Kwun Tong, Kowloon,
Hong Kong
Tel: (852) 2389 3256
Fax: (852) 2797 8053
E-mail: uvel@hk.uvel.com
Website: www.uvel.com
AIM Stock Code: UVEL
UNIVISION ENGINEERING LIMITED - 2 - ANNUAL REPORT 2009
CHAIRMAN’S STATEMENT
INTRODUCTION
I am pleased to report Group results for the financial year ended 31 March 2009.
Last year was a challenging year.
Investment and projects are pending or have been delayed due to
unfavourable market conditions. The turnover of the Security and Surveillance Systems business declined
during the year. Efforts have been focussed on maintenance services, which have enabled constant cash flow
for the operation of the Group. Given that infrastructure projects are to be implemented in the coming years
in Hong Kong, as well as the expected growing demand for Security and Surveillance in the Greater China
Region, we expect an improved trading performance in the short to medium term.
Our Electrical and Mechanical (“E&M”) business, which is operated through Leader Smart ; a wholly owned
subsidiary, based in Shanghai, is improving. We now have a successful operation in the Zhongshan shopping
mall in the People’s Republic of China (the “PRC”). We have also secured a hotel project in Huangshan, a
famous tourist destination in the PRC. Investment has slowed due to the financial crisis, and subsequently
the progress of our E&M business has been delayed. We see market conditions improving and once
additional funding is available, the above mentioned project will be implemented immediately.
FINANCIAL REVIEW
During the period under review the relative strengthening in the HK$ against sterling has led to a 14.2%
appreciation in the GBP reporting amount in the Income Statement and a 28.8% in the Balance Sheet. All
figures in the Financial Statement need to be adjusted for comparative purposes.
Turnover decreased by 37% to £9.2m (2008: £14.5m). This reduction was main ly due to the delayed
progress of our E&M projects in the PRC. As a result of this and adjustments relating to the reversal of prior
recognition of deferred tax assets on the Group's balance sheet and goodwill impairment in the
Group's Taiwan subsidiary, the Company recorded an after tax loss £0.5m for the year. Nevertheless, our
Security and Surveillance business remain ed stable for which the major customers are public organi sations
and government departments. With the expected contribution from the E&M p rojects in the PRC in the
coming year, I believe that the turnover decline and the reported loss in this year to improve in the current
financial year.
Gross profit margin improved to 33.4% (2008: 30%) due to the effective cost control on the resources o f
enterprise. The "resources of enterprise" represent our human resources , i.e Project and Maintenance teams,
sub-contractors, logistics, and inventory .
Administration expenses increased by 6.2% from last year to £2m (2008: £1.9m). Finance costs increas ed
207% to £0.7m (2008: £0.2m) due to the provision for interest payable to our Holding Company for the
US$6m loan. No significant capital investment occurred in the current year.
Earnings before Interest and Tax (EBIT) are £0.4m (2008: £1.9m). Net (loss)/profit before income tax is (£-
0.3m) (2008: £1.7m).
Basic earnings per share decreased from 0.36p to (0.14p) as the Company recorded a loss after income tax in
this year.
UNIVISION ENGINEERING LIMITED - 3 - ANNUAL REPORT 2009
CHAIRMAN’S STATEMENT
(continued)
BUSINESS REVIEW
Markets
Although the financial crisis of the last year has slowed down the investment in technology and the growth
of the economy, IMS Research’s latest report, “The world Market for CCTV and Video Surveillance
Equipment – 2009 Edition” forecasts that the world market for vi deo surveillance equipment will still have
growth of 3% in 2009.
There is continuing strong demand for IP Video, such as Digital Video Servers (DVS), Network Video
Recorders (NVRs) and Internet Protocol (IP) cameras.
There is growing demand of applying these network based solutions to protect valuable assets and provide a
safe environment in transportation, city surveillance, school s and universities.
The Group is looking into several different solutions, including Video compression technology , MPEG-4 and
H.264, Digital Encoder and Decoder (Codec) with built-in video analysis algorithms. These systems are
particularly prevalent in the Homeland Security field , where new areas of focus will be centred on intruder
detection, loitering detection, left behind objects and trip wire.
The Board expects the network video market to show strong growth in the coming years and considers that
the Company is well placed to reap the benefits of this growth.
The E&M business in the PRC has made a good start, where we hav e a successful shopping mall project in
Zhongshan, the PRC and the coming project in Huangshan. However, progress will depend on the economic
environment and the funding available.
Technologies, Solutions and Products
As technologies become more sophisticated and intelligent, and converge with IT industries, the capacity to
provide total solutions, as well as integrated systems , becomes vital.
On the products side, the embedded DVR, which is sold under the UniVision brand, has been used in several
projects in Hong Kong. The newly developed Video Amplifier with an on -screen display function has also
been used in one of our projects. We are also currently working on some video analysis algorithms and a
new application which we expect to launch in the coming year.
Acquisitions and Investments
The Group is not currently anticipating any imminent new acquisitions or investments. However, we are
always assessing possible opportunities with a view to making further strategic investments.
Contract Wins
During the reporting period, we have entered into a contract with MTR Corporation Limited (“MTR”), the
sole owner and operator of the mass transit railway in Hong Kong, to provide maintenance services to
MTR’s network of CCTV systems, public address systems and passenger information display systems on six
railway lines as well as their related depots and ancillary buildings. The contract has a fixed value of
approximately £2.15m over a three year period, commencing on 1 January 2009. Apart from that, we have
entered into a contract for £4.8m with Huang Shan Shi Yi Xian Tian Chen Property Development Company
Limited and Huang Shan Shi Xiangxigu Holiday Village Limited (“the Developers“), the property developer
and hotel operator in the PRC for the hotel project - Huang Shan (Xidi) Xiangxigu Holiday Village in
Huangshan, a famous travel city in the PRC.
UNIVISION ENGINEERING LIMITED - 4 - ANNUAL REPORT 2009
CHAIRMAN’S STATEMENT
(continued)
MTR & Maintenance
Our maintenance contracts are particularly important to the business by providing strong visibility in our
revenue and I am delighted that we have substantial growth of the business. We have extended our
maintenance services with MTR for another three years. In particular, our relationship with the MTR has
proved to be positive. We will have good potential in othe r confirmed and planned railway line
developments in the coming five years.
PROSPECTS
Our Security and Surveillance business remains stable, although it declined in the reporting period . As a
result of the infrastructure projects to be implemented in th e coming years here in Hong Kong, as well as the
expected growing demand on Security and Surveillance in the Greater China Region, we are expecting good
prospects in the coming years.
The E&M business in the PRC is still one of our growth targets. We are secured as we take property right as
collateral to minimize the credit risk. We have a shopping mall project in Zhongshan, the PRC which is now
in the final stage. Also, another hotel project in Huangshan, the PRC is underway. Additional funding is
required for this project, as well as other potential projects. Our growth will depend on access to funds.
Finally, on behalf of the Board, I would like to thank our customers, suppliers and shareholders for their
continued support of UniVision. I would also lik e to acknowledge the hard work of the management and all
the staff for their contribution and dedication to the Group.
MR. STEPHEN SIN MO KOO
EXECUTIVE CHAIRMAN
29 September 2009
UNIVISION ENGINEERING LIMITED - 5 - ANNUAL REPORT 2009
DIRECTORS’ AND SENIOR
MANAGEMENT’S BIOGRAPHIES
DIRECTORS’ BIOGRAPHIES
Andrew Ping Sum TANG – Non-executive Director (aged 52)
Mr. Tang was appointed as a Non-executive Director on 1 December 2005. Mr. Tang holds a Bachelor of
Commerce Degree from the University of Western Australia and a Masters Degree in Appli ed Finance from
Macquarie University. He is a member of the Hong Kong Institute of Certified Public Accountants, a
member of the Institute of Certified Public Accountants of Australia and the Hong Kong Securities Institute,
a director of the Institute of Securities Dealers and a member of the advisory board of the Society of
Registered Financial Planners of Hong Kong. Mr. Tang was a Manager of the Licensing Department of
Securities and Futures Commission. He monitored the registrants under Securities Ord inance and
participated in the development of licensing systems and procedures. Mr. Tang has over 10 years experience
in the financial services industry. He was the Deputy Chairman and General Manager of Hantec Investment
Holdings Limited, a financial se rvices group listed on the main board of the Stock Exchange of Hong Kong.
At present, Mr. Tang is the Director-China Business of Tai Fook Securities Group, a leading securities group
which listed on the main board of the Stock Exchange of Hong Kong.
Stephen Sin Mo KOO – Executive Chairman (aged 52)
Mr. Koo joined UniVision in 1998 and was appointed as a Director on 3 March 2003. He holds both a
Bachelor Degree from the University of Technology, Sydney, and a Masters Degree in Business from the
Royal Melbourne Institute of Technology in Australia. He was a director of MultiVision Holdings Limited
in 2001, prior to being appointed to the Board of UniVision. He is a Fellow of the Institute of Certified
Public Accountants of Australia.
Chun Hung WONG – Chief Executive Officer (aged 50)
Mr. Wong joined UniVision in 1998 and was appointed as CEO on 1 January 2008. Before the appointment,
he was the Director of Operations who was responsible for the management of the Project and Maintenance
Divisions. Mr. Wong holds a Master of Business Administration degree from The Open University of Hong
Kong. He has over 20 years’ experience in project management. Mr. Wong is responsible for formulating
and overseeing the implementation of UniVision ’s business development strategies and for the management
of the Company’s operations.
Chun Pan WONG – Technical Director (aged 49)
Mr. Wong joined UniVision in 1991 and was appointed as a Director on 25 March 1992. He has a degree in
Computer Science from the University of E dinburgh, Scotland, and over 16 years ’ experience in the
surveillance industry. He is responsible for the development of UniVision ’s state of the art CCTV control
and monitoring systems and smart card access systems.
Danny Kwok Fai YIP –Finance Director (aged 45)
Mr. Yip was appointed as Finance Director on 18 September 2007. He was the Financial Controller for the
Group before the appointment. Mr. Yip obtained a Bachelor of Commerce (Accounting) degree from The
Curtin University of Technology. Before jo ining the Group, Mr. Yip was the Accounting Manager of Nissin
Food Group, the leading inst ant noodle manufacturing MNC. Mr. Yip has over 20 years’ experience in
finance and accounting in different industries. He is a fellow member of the Association of Cha rtered
Certified Accountants and a member of Hong Kong Institute of Certified Public Accountants. He also acts as
Company Secretary for the Corporate.
UNIVISION ENGINEERING LIMITED - 6 - ANNUAL REPORT 2009
DIRECTORS’ AND SENIOR
MANAGEMENT’S BIOGRAPHIES
(Continued)
SENIOR MANAGEMENT’S BRIEF BIOGRAPHIES
Mike, Chiu Wah CHAN – Director of Operations (aged 35)
Mr. Chan joined UniVision as Assistant Engineer in December 1996, and was promoted to a number of
increasingly senior positions in maintenance and project department, prior to being appointed to his pres ent
position on 2 January 2008. He is now responsible for the management of UniVision ’s Project and
Maintenance Division. Mr. Chan holds a Bachelor of Engineering degree in Industrial and Manufacturing
System Engineering from the University of Hong Kong.
Peter, Yip Tak CHAN – Director of Sales and Marketing (aged 45)
Mr. Chan joined UniVision in 1995. He holds a Degree in Computing from the University of Northwest
Missouri and has over 10 years ’ experience in sales and project management. He is responsi ble for
UniVision’s Sales and Marketing Division.
UNIVISION ENGINEERING LIMITED - 7 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMI TED
DIRECTORS’ REPORT
The Directors have pleasure in presenting their annual report together with the audited financial statements
of the Group and the Company for the year ended 31 March 2009.
Principal Activities
The principal activities of the Company are the supply, design, consultation, installation and maintenance of
closed circuit television and surveillance systems, and the sale of security related products. The Group is
involved in similar activities as well as electrical and mechanical services.
Review of the Business
A review of the Group and its future development is included in the Chairman’s Statement.
Financial Position
The Group’s loss for the year ended 31 March 2009 and the state of affairs of the Group at that date are set
out in the income statement on page 18 and in the balance sheet on page 19 respectively.
The Group’s and the Company’s changes in shareholders’ equity for the year ended 31 March 2009 are set
out in the statement of changes in shareholders’ equity on pages 21 and 22.
The Group’s and the Company’s cash flow for the year ended 31 March 2009 is set out in the cash flow
statement on pages 23 to 25.
Key Performance Indicators (KPI)
Current Ratio:
Current Asset / Current Liabilities
Average Collection Period :
Account receivable / Sales per Day
Inventory Turnover :
Cost of goods sold / Inventory
Gross profit Margin :
Gross profit / Sales
Net Profit Margin :
Profit attributable to equity holders of
the Company / Sales
Profit /Equity :
Profit attributable to equity holders of
the Company / Equity
Share Capital and Reserves
Details of the movements in share capital are set out in note 2 6 on page 64.
2009
2008
1.7
1.8
74 days
43 days
5.9
33%
-6%
10.4
30%
9%
-6%
20%
:
:
:
:
:
:
The movements in reserves during the year are set out in the statement of changes in shareholders’ equity on
page 21.
UNIVISION ENGINEERING LIMITED - 8 - ANNUAL REPORT 2009
DIRECTORS’ REPORT
(Continued)
Dividends
The Directors do not propose the payment of a dividend for the year ended 31 March 200 9.
Plant and Equipment
Details of the movements in plant and equipment are set out in n ote 16 on pages 56 to 57.
Directors
The directors who held office during the year and to the date of this report were as follows:
Stephen Sin Mo KOO
Chun Hung WONG
Andrew Ping Sum TANG
Chun Pan WONG
Richard FERNIE
Danny Kwok Fai YIP
(resigned on 28 February 2009)
Mr. Andrew Ping Sum TANG and Mr. Chun Pan WONG retire by rotation at the forthcoming annual general
meeting in accordance with the Company ’s Articles of Association and, being eligible, the current directors
offer themselves for re-election.
Directors’ Interests in Contracts
No director had a material interest in any contract of significance to the business of the Company to which
the Company was a party at the end of the year or at any time during the year.
Directors’ Interests in Shares
According to the register of Directors ’ Shareholdings kept by the Company, particulars of interests of the
Directors (or their immediate families) who held office at the end of the financial year in the ordinary shares
of the Company are as set out in the table below:
Ordinary Shares held as at 31 March 200 9
Stephen Sin Mo KOO
Chun Hung WONG
Andrew Ping Sum TANG
Chun Pan WONG
Danny Kwok Fai YIP
88,367,700*
-
-
-
-
* 78,744,000 ordinary shares are registered under the name of Up Sky Investments Limited which is an
investment holding company incorporated under the laws of the British Virgin Islands and is wholly -owned
by Mr. Stephen Sin Mo KOO. Mr. Stephen Sin Mo KOO, is deemed to be interested in all the ordinary
shares registered in the name of Up Sky Investments Limited.
Save as disclosed in this report, none of the Directors (or their immediate families) who held office at the end
of the financial year had interests in the share capital of the Company during the financial year.
UNIVISION ENGINEERING LIMITED - 9 - ANNUAL REPORT 2009
DIRECTORS’ REPORT
(Continued)
Directors’ Rights to Acquire Shares or Debentures
At no time during the year were rights to acquire benefits by means of the acquisition of shares in or
debentures of the Company granted to any director or their respective spouse or minor children, or were any
such rights exercised by them; o r was the Company a party to any arrangement to enable the directors of the
Company to acquire by means of the acquisition of shares in, or debentures of any other body corporate.
Substantial Shareholdings
As at 23 September 2009 the Directors had been informed of the following companies that held in 3% or
more of the Company’s issued ordinary share capital
Number of ordinary shares % of total issued share capital
UniVision Holdings Limited (1)
Up Sky Investments Limited (2)
Raven Nominees Limited
Pershing Nominees Limited
W B Nominees Limited
LR Nominees Limited
183,736,000
78,744,000
21,176,180
16,350,439
15,481,800
12,411,573
47.9
20.5
5.5
4.3
4.0
3.2
(1) UniVision Holdings Limited is an investment holding company incorporated under t he laws of the British
Virgin Islands and is wholly-owned by Mayne Management Limited. Mayne Management Limited is a
wholly-owned subsidiary of Cameo Management Group Limited which, in turn, is a trustee of a trust set
up for the benefit of members of the Chen family, a Hong Kong based family with widespread
investments.
(2) Up Sky Investments Limited is an investment holding company incorporated under the laws of the British
Virgin Islands and is wholly-owned by Mr. Stephen Sin Mo KOO.
Payments to Creditors
The Group does not follow any code or standard on payment practice but instead the Group policy is to pay
all creditors in accordance with agreed terms of business.
Political and Charitable Donations
During the year the Company made no political or charitable contributions (200 8: Nil).
Employees
The Group values staff involvement at all levels of operations, and uses various means to train, inform and
consult the employees. The Group encourages the management to discuss regularly with the employee s on
both corporate and individual matters and discloses information to them that will increase their awareness of
the financial and economic factors affecting the Group.
The Group recognises its obligations to provide a fair consideration on all vacancies towards people with
disability and to ensure that such persons are not discriminated against on the grounds of their disability. For
those employees who become disabled during their employment period, the Group will give every effort to
ensure that their employment will continue and that sufficient training is arranged.
Annual General Meeting
The Annual General Meeting of the Company will be held a t UniVision Engineering Limited, 8/F Lever
Tech Centre, 69-71 King Yip Street, Kwun Tong, Kowloon, Hong K ong, on 28 October 2009 at 5:00p.m.
The Notice of Meeting appears on page 66.
UNIVISION ENGINEERING LIMITED - 10 - ANNUAL REPORT 2009
DIRECTORS’ REPORT
(Continued)
Annual Report
The annual report for the year ended 31 March 2009 will be sent to shareholders and will be available, free
of charge, from the offices of the Company’s nominated adviser, Allenby Capital Limited at 40 Marsh Wall,
Docklands, London E14 9TP, UK and the Company’s registrar, Computershare Investor Services (Channel
Islands) Limited at PO Box 83 Ordnance House, 31 Pier Road, St Helier , Jersey JE4 8PW, Channel Island
from 7 October 2009.
Auditors
During the year, Littlejohn, Chartered Accountants and Registered Auditors resigned as auditors of the
Company and ZYCPA Company Limited, Certified Public Accountants, was appointed by the dir ectors to
fill the casual vacancy so arising. A resolution to re-appoint ZYCPA Company Limited, Certified Public
Accountants as auditor of the Company will be put to the forthcoming Annual General Meeting.
By Order of the Board
Mr. Stephen Sin Mo KOO
Executive Chairman
Hong Kong
29 September 2009
UNIVISION ENGINEERING LIMITED - 11 - ANNUAL REPORT 2009
REMUNERATION REPORT
The Remuneration Committee presents this report to shareh olders on behalf of the Board.
Membership of Remuneration Committee
The Remuneration Committee comprises Mr. Andrew Pi ng Sum TANG (our Non-executive Director) and
Mr. Stephen Sin Mo KOO (our Executive Chairman) and is chaired by Mr. Andrew Ping Sum TANG.
Policy Statement
The Remuneration Committee sets the remuneration and all other terms of employment of the executive
Directors with a vision to provide a package which is suitable for the responsibilities involved. The
remuneration of the executive directors is determined by the remuneration committee having regard to the
performance and experience of individuals, the overall performance of the Group and market trends.
Directors’ Remuneration
Details of individual Directors ’ remuneration for the year are set out in the table below:
Salary and
fees
£
Pension
scheme
contribution
£
Bonus
£
2009
Total
£
2008
Total
£
Executive Directors
Stephen Pui Ming CHAN
Stephen Sin Mo KOO
Chun Pan WONG
Chun Hung WONG
Danny Kwok Fai YIP
Ronald Kwok Wai SIN
Non-executive Directors
Andrew Ping Sum TANG
Johnny Ka Siu TANG
Richard FERNIE
-
60,696
34,320
38,828
28,317
-
8,926
-
8,182
-
-
893
893
893
-
-
-
-
-
5,058
2,135
3,124
1,755
-
-
65,754
37,348
42,845
30,965
-
40,222
56,427
31,762
8,234
13,720
8,105
-
-
-
8,926
-
8,182
7,660
4,468
7,660
Directors’ Interests in Contracts and Interes ts in Shares
Details of Directors’ Interests in Contracts and Interests in Shares are given in the Directors ’ Report.
UNIVISION ENGINEERING LIMITED - 12 - ANNUAL REPORT 2009
REPORT ON CORPORATE GOVERNANCE
Introduction
The Directors believe that their foremost function is to generate continuous profits for the Company’s
investors, and that this should be achieved by a policy of high standards of corporate governance, integrity
and ethics. As the Company is listed on AIM and not subject to the Listing Rules of the UK Listing
Authority, it is not officially required to comply with the provisions detailed in the Combined Code on
Corporate Governance. However, it is the intention of the Board to manage the Company’s and Group’s
affairs in accordance with this Code, in so far as is practical and appropriate for a public company of this size
and complexity. The following are a few examples on how the Directors have applied the principles of good
corporate governance to manage the Company throughout the year.
Board of Directors
The Board directs and controls th e Company and is responsible for strategy and operating performance. It
meets regularly throughout the year and has adopted a schedule of matters specifically reserved for its
decision.
All Directors are elected by shareholders at the first opportunity a fter their initial appointment to the Board
and to be re-elected thereafter at intervals of not more than three years. Biographical information on all the
Directors is listed in the Directors’ and Senior Management’s Biographies section to the annual repo rt, which
may help the shareholders to make a decision a t the time of re-election.
Upon their appointments, the Directors are offered an opportunity to request information and training
relevant to their legal and other duties. They are also given written guidelines and rules defining their
responsibilities within an AIM listed company.
The Board considers that all non -executive directors are independent of management and day to day
operation, and free from any commercial relationship with the Company. T hese non-executive directors do
not participate in any of the Company ’s pension schemes or bonus es. The Chairman of the Audit and
Remuneration Committee is a non-executive director.
Nomination Committee
As the Board of Directors of the Company is small,
nominations to the Board are considered by all of the directors.
there is no separate Nomination Committee. All
Audit Committee
Our Audit Committee comprises Mr. Andrew Ping Sum TANG (our Non -executive Director) and Mr.
Stephen Sin Mo KOO (our Executive C hairman) and is chaired by Mr. Andrew Ping Sum TANG. The
Chairman of the Audit Committee has full discretion to invite any Executive Directors to attend its meetings.
The Audit Committee meets not less than twice per annum.
The responsibilities of the Committee are to:
- monitor the quality of the overall internal control system of all financial matters;
-
-
-
-
-
-
review the Company’s Accounting Policies and ensure compliance with accounting standards;
ensure that the financial performance of the Company is properly measured and reported on;
consider the appointment/re-appointment of the external auditor;
review the conduct of the audit and discuss the audit fees;
review reports from the Auditors relating to the Company ’s accounting and internal controls;
to ensure the Company complies with the AIM Rules.
UNIVISION ENGINEERING LIMITED - 13 - ANNUAL REPORT 2009
REPORT ON CORPORATE GOVERNANCE
(Continued)
Remuneration Committee
Our Remuneration Committee comprises Mr. Andrew Ping Sum TANG (our Non-executive Director) and
Mr. Stephen Sin Mo KOO (our Executive Chairman) and is chaired by Mr. Andrew Ping Sum TANG. The
Remuneration Committee meets as required.
The responsibilities of the Committee are to:
-
determine the specific remuneration package for each Director including Director ’s fees, salaries,
allowances, bonuses, options, benefits-in-kind; and
seek professional advice, including comparison with similar businesses, in order to correctly fulfil its
duties, as the Committee deems appropriate .
-
In discharging its functions, the Committee may obtain independent external l egal and other professional
advices as it deems necessary. The expense of such advice shall be borne by the Company.
Internal Control
The Board of Directors is responsible for ensuring that the Company maintains an internal financial control
system with appropriate monitoring procedures for all Group companies. The purpose of this system is to
safeguard Company assets, maintain proper accounting records, and ensure that reliable financial
information is used within the Group and for publication purposes. However, the system is designed to
manage rather than completely eliminate risk and can only provide reasonable but not absolute assurance
against material misstatement.
In order to achieve the above responsibilities, the Board meets regularly and moni tors the Company’s
internal financial control by reviewing the overall process and the performance of the systems, setting annual
budgets and periodic forecasts, and seeking any prior approval for all significant expenditure.
The Group currently does not have an internal audit department and after extensive review and consideration,
the Board has concluded that the existing control mechanisms are sufficient for the size of the Group. This
decision will be kept under review.
Going Concern
After making appropriate enquiries, the Directors have a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence for the foreseeable future. For this
reason, they continue to adopt the going concern basis in pre paring the Company’s and Group’s financial
statements.
Investor Relations
The Company realizes that effective communication can increase the transparency and accountability to its
shareholders; as such, the Company discloses its information to its share holders through RNS (i.e. the news
distribution service operated by the London Stock Exchange plc). The same information can also be found
on the Company’s website (www.uvel.com). The Company will make every effort to ensure that all price -
sensitive information is released publicly and immediately. If an immediate announcement is not possible,
the Company will try to publicize the information at the earliest time possible to ensure that the shareholders
and the public will have a fair access to it.
The Company will send the Annual Report and the notice of the Annual General Meeting (AGM) to all its
shareholders. This notice is also made available on RNS. The Company recognizes the importance of the
shareholders’ views and encourages them to attend the AGMs where they can share their opinions and direct
their queries and concerns towards the Directors, including the chairperson of each of the Board Committees.
The shareholders are also welcomed to discuss any issues on an informal basis at the conclusi on of the
AGMs.
UNIVISION ENGINEERING LIMITED - 14 - ANNUAL REPORT 2009
STATEMENT OF DIRECTORS ’ RESPONSIBILITIES
The Directors are responsible for preparing the Directors ’ Report and the financial statements in accordance
with applicable law and regulations.
The Directors are responsible to prepare financ ial statements for each financial year which give a true and
fair view of the state of affairs of the Group and the Company and of the profit or loss for that year.
In preparing those financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financ ial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group and the Company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose w ith reasonable accuracy
at any time the financial position of the Company. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group and the Company to prevent and detect
fraud and other irregularities.
UNIVISION ENGINEERING LIMITED - 15 - ANNUAL REPORT 2009
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF
UNIVISION ENGINEERING LIMITED
Report on the financial statements
We have audited the accompanying financial statements (the
“financial statements”) of UniVision
Engineering Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) for the
year ended 31 March 2009 which comprise the Group Income Statement, the Group and the Company
Balance Sheet, the Group and the Company Statement of Changes in Shareholders’ Equity, the Group and
the Company Cash Flow Statement, a summary of significant accounting policies and other explanatory
notes, as set out therein.
This report is made solely to the Company’s shareholders, as a body, in compliance with the AIM Rules for
Companies as published by the London Stock Exchange ( “AIM Rules”). Our work has been undertaken so
that we might state to the Company’s shareholders those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders as a body for this report or
for the opinions we have formed.
Management’s responsibilities for the financial state ments
As described in the Statement of Directors ’ Responsibilities, the directors of the Company are responsible
for the preparation of financial statements in accordance with applicable law and International Financial
Reporting Standards. This responsibility includes designing, implementing and maintaining internal control
relevant to the preparation and the true and fair presentation of financial statements that are free from
material misstatement, whether due to fraud or error; selecting and applying ap propriate accounting policies;
and making accounting estimates that are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with International Standards on Auditing. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgments, including the assessment of
the risks of material misstatement of the financi al statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appro priate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting esti mates made by management, as well as evaluating the overall presentation
of the financial statements.
UNIVISION ENGINEERING LIMITED - 16 - ANNUAL REPORT 2009
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF
UNIVISION ENGINEERING LIMITED
Auditor’s responsibility (continued)
We read other information cont ained in the annual report and consider whether it is consistent with the
audited financial statements. The other information comprises only the Chairman’s Statement, Directors’
Report, Remuneration Report , Report on Corporate Governance
and Statement of Directors’
Responsibilities. We consider the implications for our report if we become aware of any apparent
misstatement or material inconsistencies with the financial statements. Our responsibilities do not extend to
any other information.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the state of affairs of the Group and the
Company as at 31 March 2009 and of its loss and cash flows for the year then ended in accordance with
International Financial Reporting Standards and the information given in the Directors’ Report is consistent
with the financial statements.
ZYCPA Company Limited
Certified Public Accountants
Hong Kong, China
29 September 2009
UNIVISION ENGINEERING LIMITED - 17 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
GROUP INCOME STATEMENT
For the year ended 31 March 2009
Note
2009
£
2008
£
9,228,523
14,523,529
(6,143,040)
(10,160,841)
3,085,483
4,362,688
127,920
(86,875)
(2,081,104)
(607,382)
438,042
(735,955)
323,806
(71,826)
(1,959,772)
(716,914)
1,937,982
(239,952)
(297,913)
1,698,030
7
8
9
12
(226,951)
(435,712)
(524,864)
1,262,318
(554,580)
29,716
1,400,331
(138,013)
(524,864)
1,262,318
13
13
(0.14p)
N/A
0.36p
N/A
Revenue
Cost of sales
Gross profit
Other income
Selling and distribution expenses
Administrative expenses
Other operating expenses
Profit from operations
Finance costs
(Loss)/profit before income tax
Income tax expense
(Loss)/profit for the year
Attributable to equity holders of the parent
Attributable to minority interest
Earnings per ordinary share
Basic
Diluted
All operations are continuing.
The notes numbered 1 to 29 form an integral part of these financial statements.
UNIVISION ENGINEERING LIMITED - 18 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
GROUP BALANCE SHEET
As at 31 March 2009
Note
2009
£
2008
£
15
16
18
20
24
21
21
22
23
24
25
25
26
692,830
285,513
961,845
352,175
978,343
1,314,020
1,050,046
18,923,799
8,933
117,762
973,400
11,861,304
-
440,955
20,100,540
13,275,659
21,078,883
14,589,679
219,934
5,552,204
5,160,493
921,984
4,293
2,457
3,881,788
2,905,668
495,810
3,055
11,858,908
7,288,778
9,659
9,929
11,868,567
7,298,707
8,977,979
232,337
7,136,220
154,752
9,210,316
7,290,972
21,078,883
14,589,679
ASSETS
Non-current assets
Goodwill
Plant and equipment
Total non-current assets
Current assets
Inventories
Trade and other receivables
Tax recoverable
Cash and bank balances
Total current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Bank overdrafts
Interest-bearing borrowings
Trade and other payables
Tax payable
Obligation under finance lease
Total current liabilities
Non-current liabilities
Obligation under finance lease
Total liabilities
Capital and reserves
Capital and reserves
Minority interest
Total shareholders’ equity
Total liabilities and equity
These financial statements were approved by the Board on Directors on 29 September 2009 and authorised
for issue.
On behalf of the Board of Directors
Stephen Sin Mo KOO
Director
Chun Hung WONG
Director
The notes numbered 1 to 29 form an integral part of these financial statements.
UNIVISION ENGINEERING LIMITED - 19 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
COMPANY BALANCE SHEET
As at 31 March 2009
Note
2009
£
2008
£
16
17
18
20
21
22
23
25
25
20,441
3,235,438
24,503
6,046,793
3,255,879
6,071,296
825,743
3,854,121
23,467
723,026
3,092,062
245,135
4,703,331
4,060,223
7,959,210
10,131,519
219,934
4,510,870
2,195,127
4,293
2,457
2,642,945
1,848,035
3,055
6,930,224
4,496,492
9,659
9,929
6,939,883
4,506,421
26
1,019,327
5,625,098
1,019,327
5,625,098
7,959,210
10,131,519
ASSETS
Non-current assets
Plant and equipment
Investment in subsidiary undertakings
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and bank balances
Total current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Bank overdrafts
Interest-bearing borrowings
Trade and other payables
Obligation under finance lease
Total current liabilities
Non-current liabilities
Obligation under finance lease
Total liabilities
Capital and reserves
Capital and reserves
Total shareholders’ equity
Total liabilities and equity
These financial statements were approved by the Board on Directors on 29 September 2009 and authorised
for issue.
On behalf of the Board of Directors
Stephen Sin Mo KOO
Director
Chun Hung WONG
Director
The notes numbered 1 to 29 form an integral part of these financial statements.
UNIVISION ENGINEERING LIMITED - 20 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
GROUP STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the year ended 31 March 2009
Share
premium
£
Retained
earnings
£
Special
capital
reserve “A”
£
Special
capital
reserve “B”
£
Exchange
reserve
£
Sub-total
£
Minority
interest
£
Total
equity
£
Share
capital
£
(Note 26)
Balance at 1 April 2007
1,697,617
2,192,640
1,769,924
155,876
143,439
(369,680)
5,589,816
285,641
5,875,457
Profit for the year
Effect on translation
-
-
-
-
1,400,331
-
-
-
-
-
-
1,400,331
(138,013)
1,262,318
146,073
146,073
7,124
153,197
Balance at 31 March 2008
1,697,617
2,192,640
3,170,255
155,876
143,439
(223,607)
7,136,220
154,752
7,290,972
Loss for the year
Effect on translation
-
-
-
-
(554,580)
-
-
-
-
-
-
(554,580)
29,716
(524,864)
2,396,339
2,396,339
47,869
2,444,208
Balance at 31 March 2009
1,697,617
2,192,640
2,615,675
155,876
143,439
2,172,732
8,977,979
232,337
9,210,316
The currency translation from Hong Kong dollars to the presentational currency of pound sterling used in
these financial statements has no impact on the available distributable reserves of the Company at 31 March
2009.
Nature of purposes of the reserves
i)
Share premium
The Company may by resolution reduce the share premium account in any manner
authorised and subject to any conditions prescribed by law.
ii)
Special capital reserve “A”
Pursuant to the Order of the High Court dated 20 November 2004, any future recoveries
of the Company’s accumulated provision for obsolete inventories and provision for bad
debts amounting to HK$1,935,002 and HK$3,592,540 respectively will be credited to
non-distributable special capital reserve “A” account.
iii)
Special capital reserve “B”
By a special resolution passed on 30 July 2004 and Order of the High Court dated 20
November 2004, the authorised and issued capital of the Company was reduced from
to
HK$159,245,000 divided
HK$16,405,000 divided into 3,281 ordinary shares of HK$5,000 each. The reduction of
capital was effected by cancella tion of 28,568 ordinary shares of HK$5,000 each in the
issued and paid up share capital of the Company. The Company established a non -
distributable special capital reserve “B” account into which HK$2,071,307 was credited
as a result of the capital reductio n.
into 31,849 ordinary shares of HK$5,000 each
The notes numbered 1 to 29 form an integral part of these financial statements.
UNIVISION ENGINEERING LIMITED - 21 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the year ended 31 March 200 9
Share
capital
£
(Note 26)
Share
premium
£
Retained
earnings/
(accumulated
losses)
£
Special
capital
reserve “A”
£
Special capital
reserve “B”
£
Exchange
reserve
£
Total
equity
£
Balance at 1 April 2007
1,697,617
2,192,640
1,675,594
155,876
143,439
(395,682)
5,469,484
Profit for the year
Effect on translation
-
-
-
-
201,402
-
-
-
-
-
-
201,402
(45,788)
(45,788)
Balance at 31 March 200 8
1,697,617
2,192,640
1,876,996
155,876
143,439
(441,470)
5,625,098
Loss for the year
Effect on translation
-
-
-
-
(5,497,465)
-
-
-
-
-
-
(5,497,465)
891,694
891,694
Balance at 31 March 200 9
1,697,617
2,192,640
(3,620,469)
155,876
143,439
450,224
1,019,327
The notes numbered 1 to 29 form an integral part of these financial statements.
UNIVISION ENGINEERING LIMITED - 22 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
GROUP CASH FLOW STATEMENT
For the year ended 31 March 2009
Note
2009
£
2008
£
Cash flows from operating activities
(Loss)/profit before income tax from continuing operations
(297,913)
1,698,030
Adjustments for:
Interest income
Interest expense
Depreciation
Write down of obsolete inventories
Written back on trade and other payables
Unrealised loss on investment account carried at fair value
Impairment losses on trade receivables
Impairment losses on other receivables
Impairment loss on goodwill
Loss/(gain) on disposal of plant and equipment
Operating cash generated before working capital changes
Decrease in inventories
Increase in trade and other receivables
Increase in tax recoverable
Increase in trade and other payables
Increase in tax payable
Net cash used in operations
Income tax paid – The PRC
Income tax paid – Taiwan
Net cash used in operating activities
Cash flows from investing activities
Interest received
Purchase of plant and equipment
Increase in pledged bank deposits
Proceeds from disposal of plant and equipment
Net cash used in investing activities
7
8
16
18
7
9
9
9
15
9
7
(8,521)
735,955
191,933
89,435
(85,660)
-
290,801
23,632
309,325
398
1,249,385
215,513
(2,642,094)
(53,416)
1,099,440
1,505
(129,667)
-
(18,669)
(21,172)
239,952
172,193
11,978
(30,848)
7,480
165,228
357,935
-
(681)
2,600,095
22,056
(6,791,047)
-
766,872
-
(3,402,024)
(711)
-
(148,336)
(3,402,735)
8,521
(46,865)
(7,168)
735
21,172
(146,392)
(340,754)
1,880
(44,777)
(464,094)
The notes numbered 1 to 29 form an integral part of these financial statements.
UNIVISION ENGINEERING LIMITED - 23 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
GROUP CASH FLOW STATEMENT (Continued)
For the year ended 31 March 200 9
Note
2009
£
2008
£
Cash flows from financing activities
Interest paid
Capital element of finance lease rentals paid
Interest element of finance lease rentals paid
(Repayment of)/proceeds from interest-bearing borrowings
(87,391)
(4,293)
(691)
(608,862)
(73,839)
(764)
(148)
2,639,883
Net cash (used in)/generated from financing activities
(701,237)
2,565,132
Net decrease in cash and cash equivalents
(894,350)
(1,301,697)
Effect of change in foreign exchange rates
353,680
136,263
Cash and cash equivalents at beginning of year
438,498
1,603,932
Cash and cash equivalents at end of year
21
(102,172)
438,498
Major non-cash transactions:
There was no major non-cash transaction during the year ended 31 March 2009.
The notes numbered 1 to 29 form an integral part of these financial statements.
UNIVISION ENGINEERING LIMITED - 24 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
COMPANY CASH FLOW STATEMENT
For the year ended 31 March 2009
Note
2009
£
2008
£
Cash flows from operating activities
(Loss)/profit before income tax from continuing operations
(5,497,465)
201,402
Adjustments for:
Interest income
Interest expense
Depreciation
Written back on trade and other payables
Unrealised loss on investment account carried at fair value
Impairment losses on investment in subsidiary undertakings
Impairment losses on trade receivables
Impairment losses on other receivables
Loss/(gain) on disposal of plant and equipment
Operating cash generated before working capital changes
Decrease in inventories
Increase in trade and other receivables
Increase in amounts due from subsidiaries
(Decrease)/increase in trade and other payables
16
17
(7,567)
673,069
10,891
(85,660)
-
4,717,031
419,625
14,295
915
245,134
190,225
(41,876)
(673,183)
(379,780)
(19,085)
179,264
7,640
(28,803)
7,480
-
9,808
7,768
(543)
364,931
87,109
(301,519)
(3,971,484)
327,151
Net cash used in operating activities
(659,480)
(3,493,812)
Cash flows from investing activities
Interest received
Purchase of plant and equipment
Increase in pledged bank deposits
Proceeds from disposal of plant and equipment
7,567
(393)
(7,168)
74
19,085
(18,286)
(338,500)
1,723
Net cash generated from/(used in) investing activities
80
(335,978)
Cash flows from financing activities
Interest paid
Inception of finance lease
Capital element of finance lease rentals paid
Interest element of finance lease rentals paid
Proceeds from interest-bearing borrowings
(24,504)
-
(4,293)
(691)
90,579
(13,151)
13,613
(756)
(148)
2,617,133
Net cash generated from financing activities
61,091
2,616,691
Net decrease in cash and cash equivalents
(598,309)
(1,213,099)
Effect of change in foreign excha nge rates
159,164
(32,518)
Cash and cash equivalents at beginning of year
242,678
1,488,295
Cash and cash equivalents at end of year
(196,467)
242,678
UNIVISION ENGINEERING LIMITED - 25 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
1.
GENERAL INFORMATION
UniVision Engineering Limited (the “Company”) is incorpo rated in Hong Kong as a limited company.
The address of its registered office is 8/F Lever Tech Centre, 69 -71 King Yip Street, Kwun Tong,
Kowloon, Hong Kong.
The Company has its primary public listing on the Alternative Investment Market of the London Sto ck
Exchange (“AIM”).
The Company is engaged in the supply, design, installation and maintenance of closed circuit
television and surveillance systems, the sale of security system related products and provision for
electronic and mechanical services. The principal activities of the subsidiaries are set out in note 1 7 to
the financial statements.
2.
BASIS OF PREPARATION
The financial statements of the Company have been prepared in accordance with International
Financial Reporting Standards (“IFRSs”) . The financial statements have been prepared under the
historical cost convention as modified for certain financial assets and liabilities (including derivative
instruments) are measured at fair value through profit and loss.
The Company’s operations are principally conducted in Hong Kong. The financial statements of the
Company and the Group have been presented in Sterling Pound (“£”) which is the Company’s
presentation currency as the directors consider this presentation to be more useful for its current and
potential investors.
The preparation of financial statements in conformity with IFRS s requires the use of certain critical
accounting estimates. It also requires management to access its judgment in the access of applying the
Group’s accounting policies. The areas involving a higher degree of judgement or complexity or areas
where assumptions and estimates are significant to t he financial statements, are disclosed in note 5.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Adoption of new and revised International Financial Reporting Standards
In the current year, the Group adopted the new and revised International Financial Reporting
Standards (“IFRSs”) which includes all applicable International Reporting Standard, International
Accounting Standards and Interpretation issued by the International Accounting Standards Board that
are relevant to it operation an defective for accounting periods beginning on or after 1 January 2009.
The adoptions of the new and revised IFRSs are not relevant to the Group and did not result in any
substantial changes to the Group’s accounting policies.
The accounting policies have been consistently applied by the Group and the Company and are
consistent with those used in the previous period presented in these finan cial statements.
UNIVISION ENGINEERING LIMITED - 26 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(a) Adoption of new and revised International Financial Reporting Standards (cont’d)
The Group has not applied the following new IFRSs that have been issued and effective from
accounting periods beginning on or after 1 January 2009:
IAS 1
IAS 23
IAS 27
IAS 36
IAS 39
IFRS 2
IFRS 8
(Revised)
(Revised)
(Revised)
(Amendment)
(Amendment) Financial Instruments: Recognition and Measurement
Presentation of Financial Statements
Borrowing costs
Consolidated and Separate Financial Statements
Impairment of Assets
Share-based Payment – Vesting conditions and cancellations
Operating Segments
The Group’s assessment of the impact of adopting those standards, revised or amendments that are
relevant to the Group is set out below:
(i)
IAS 1 (Revised) Presentation of Financial Statements
The revised standard requires:
• All changes in equity arising from transactions with owners in their capacity as
owners to be presented separately from co mponents of comprehensive income;
• Components of comprehensive income not to be included in statement of changes
in equity;
• Items of income and expenses and components of other comprehensive income to
be presented either in a single statement of compr ehensive income with subtotals,
or in two separate statements (a separate statement of profit and loss followed by a
statement of comprehensive income);
• Presentation of restated balance sheet as at the beginning of the comparative period
when entities make restatements or reclassifications of comparative information.
The revisions also include changes in the titles of some of the financial statements
primary statements.
The Group will apply the revised standard from 1 January 2009 and provide comparati ve
information that conforms to the requirements of the revised standard. The key impact of
the application of the revised standard is the presentation of an additional primary
statement, that is, the statement of comprehensive income.
(ii)
IFRS 8 Operating Segments
IFRS 8 supersedes IAS 14 Segment Reporting and requires the Group to report the
financial performance of its operating segments based on the information used internally
by management for evaluating segment performance and deciding on allocatio n of
resources. Such information may be different from the information included in the
financial statements, and the basis of its preparation and reconciliation to the amounts
recognised in the financial statements shall be disclosed.
UNIVISION ENGINEERING LIMITED - 27 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(a) Adoption of new and revised International Financial Reporting Standards (cont’d)
(ii)
IFRS 8 Operating Segments (cont’d)
The Group will apply IFRS 8 from 1 January 2009 and provide comparative information
that conforms to the requirements of IFRS 8. The Group expects the new operating
segments to be significantly different from business segments currently disclosed and
expects more information to be disclosed under IFRS 8.
(iii) Revised IAS 23 Borrowing Costs
The revised standard removes the option to recognise immediately as an expense
borrowing costs that are attributable to qualifying assets, except for those borrowing costs
on qualifying assets that are measured at fair value or inventories that are manufactur ed or
produced in large quantities on a repetitive basis.
The Group will apply the revised I AS 23 from 1 January 2009. As the Group has been
capitalising the relevant borrowing costs, the revised standard is not expected to have any
impact to the Group.
(b) Group accounting
Subsidiaries
Subsidiaries are entities (including special purpose entities) over which the Group has power to
govern the financial and operating policies, generally accompanied by a shareholding giving
rise to a majority of the votin g rights. The existence and effect of potential voting rights that are
currently exercisable or convertible are considered when assessing whether the Group controls
another entity.
The purchase method of accounting is used to account for the acquisition of subsidiaries. The
cost of an acquisition is measured as the fair value of the assets given, equity instruments issued
or liabilities incurred or assumed at the dates of exchange, plus costs directly attributable to the
acquisition. Identifiable assets a cquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair value on the date of acquisition,
irrespective of the extent of minority interest.
Subsidiaries are consolidated from the date on wh ich control is transferred to the Group. They
are de-consolidated from the date on which control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains
on transactions between group entities are eliminated. Unrealised losses are also eliminated but
are considered an impairment indicator of the assets transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
UNIVISION ENGINEERING LIMITED - 28 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(c)
Investment in subsidiaries
Investment in subsidiaries are carried at cost less accumulated impairment losses in the
Company’s balance sheet. On disposal of investment in subsidiaries, the difference between
disposal proceeds and the carrying amounts of the investments are recognised in the income
statement.
(d)
Intangible assets
(i)
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the
Group’s share of the net identifiable assets of the acquired subsidiary at the date of
acquisition. Goodwill on acquisitions of subsidiaries is included in ‘intangible assets’.
Goodwill is tested annually for impairment and carried at cost less accumulated
impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on
the disposal of an entity include the carrying amount of goodwill relating to the entity
sold. Goodwill is allocated to cash -generating units for the purpose of impairment testing.
The allocation is made to those cash-generating units or groups of cash -generating units
that are expected to benefit from the business combination in which the goodwill arose
identified according to operating segment.
(ii) Research and development cost
Expenditure on research activities, undertaken with the prospect of gaining new technical
knowledge and understanding, is recognised in the income statement as an expense as
incurred.
Expenditure on development activities is capitalised when the Group can demonstrate al l
of the following:
i)
the technical feasibility of completing the product or process so that it will be
available for use or sale;
ii)
its intention to complete the product or process and use or sell it;
iii)
its ability to use or sell the product or process;
iv)
v)
vi)
the Group can demonstrate the existence of a market for the output of the product
or process; if it is to be used internally, the usefulness of the product or process;
the availability of adequate technical, financial and other resources to complete the
development and to use or sell the product or process; and
its ability to measure reliably the expenditure attributable to the product or process
during its development.
UNIVISION ENGINEERING LIMITED - 29 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(d)
Intangible assets (cont’d)
(ii) Research and development cost (cont ’d)
The expenditure capitalised includes the cost of materials, direct labour and an
appropriate proportion of overheads. Other development expenditure is recognised in the
income statement as an expense as incur red. Capitalised development expenditure is
stated at cost less accumulated amortisation and impairment losses.
Amortisation is charged to the income statement on a straight -line basis over the
estimated useful lives of the capitalised development costs.
(e)
Plant and equipment
(i) Measurement
1)
Other plant and equipment
All other items of plant and equipment are initially recognised at cost and
subsequently carried at cost less accumulated depreciation and accumulated
impairment losses.
2)
Components of cost
The cost of an item of plant and equipment are initially recognised includes its
purchase price and any cost that is directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the man ner
intended by management. Cost also includes borrowing costs capitalised in
accordance with the Group’s accounting policy.
(ii) Depreciation
Depreciation on other items of plant and equipment is calculated using the straight -line
method to allocate their depreciable amounts over their estimated useful lives as follows:
Furniture and fixtures
Computer equipment
Motor vehicles
Leasehold improvements
Research assets
5 years
3 years
3 years
5 years
5 years
The residual values, estimated useful lives and depreciation method of property, plant and
equipment are reviewed, and adjusted as appropriate, at each balance sheet date.
UNIVISION ENGINEERING LIMITED - 30 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(e)
Plant and equipment (cont’d)
(iii) Subsequent expenditure
Subsequent expenditure relating to plant and equipment that has already been recognised
is added to the carrying amount of the asset only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item c an be
measured reliably. All other repair and maintenance expenses are recognised in the
income statement when incurred.
(iv) Disposal
On disposal of an item of plant and equipment, the difference between the disposal
proceeds and its carrying amount is recognised in the income statement.
(f)
Impairment of non-financial assets
Plant and equipment and investments in subsidiaries are tested for impairment whenever there is
any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value
less cost to sell and the value -in-use) is determined on an individual asset basis unless the asset
does not generate cash flows that are largely independent of those f rom other assets. If this is the
case, the recoverable amount is determined for the Cash Generating Unit (“CGU”) to which the
asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an
impairment loss in the income statement, unless the asset is carried at revalued amount, in which
case, such impairment loss is treated as a revaluation decrease.
An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a
change in the estimates used to determine the asset’s recoverable amount since the last
impairment loss was recognised. The carrying amount of this asset is increased to its revised
recoverable amount, provided that this amount does not exceed the carrying amount that would
have been determined (net of any accumulated amortisation or depreciation) had no impairment
loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in the income
statement, unless the asset is carried at revalued amount, in which case, such reversal is treated
as a revaluation increase. However, to the extent that an impairment loss on the same revalued
asset was previously recognised in the income statement, a reversal of that impairment is also
recognised in the income statement.
UNIVISION ENGINEERING LIMITED - 31 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT AC COUNTING POLICIES (CONT’D)
(g)
Financial assets
The principal financial assets are cash, trade receivables, other receivables and other
investments.
(i)
Cash and cash equivalents
Cash and cash equivalents represent cash at bank and on hand, demand depo sits with
banks and other financial institutions, and short -term, highly liquid investments which are
readily convertible into known amounts of cash and subject to an insignificant risk of
change in value, having been within three months of maturity at acq uisition. For the
purpose of the Group cash flow statement, bank overdrafts which are repayable on
demand and form an integral part of the Group’s cash management are also included as a
component of cash and cash equivalents.
(ii)
Trade and other receivables
Trade and other receivables are initially recognised at fair value and thereafter stated at
amortised cost less allowance for impairment losses for bad and doubtful debts, except
where the receivables are interest -free loans made to related parties w ithout any fixed
repayment terms or the effect of discounting would be immaterial. In such cases, the
receivables are stated at cost less allowance for impairment losses for bad and doubtful
debts.
(iii) Construction contracts
The accounting policy for contract revenue is set out in note 3(n)(i). When the outcome of
a construction contract can be estimated reliably, contract costs are recognised as an
expense by reference to the stage of completion of the contract at the balance sheet date.
When it is probable that total contract costs will exceed total contract revenue, the
expected loss is recognised as an expense immediately. When the outcome of a
construction contract cannot be estimated reliably, contract costs are recognised as an
expense in the period in which they are incurred.
Construction contracts in progress at the balance sheet date are recorded in the balance
sheet at the net amount of costs incurred plus recognised profit less recognised losses and
progress billings, and are presented in th e balance sheet as the “Amounts due from
construction contract customers” (as an asset) or the “Amounts due to construction
contract customers” (as a liability), as applicable. Progress billings not yet paid by the
customer are included in the balance shee t. Amounts received before the related work is
performed are included in the balance sheet, as a liability, as “Advances received”.
UNIVISION ENGINEERING LIMITED - 32 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(h)
Impairment of financial assets
The Group assesses at each bala nce sheet date whether there is objective evidence that a
financial asset or a group of financial assets is impaired and recognises an allowance for
impairment when such evidence exists.
Significant financial difficulties of the debtor, probability that t he debtor will enter bankruptcy,
and default or significant delay in payments are objective evidence that the financial assets are
impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance
account which is calculated as the difference between the carrying amount and the present value
of estimated future cash flows, discounted at the original effective interest rate. When the asset
becomes uncollectible, it is written off against the allowance account. Subsequent re coveries of
amounts previously written off are recognised against the same line item in the income
statement.
The allowance for impairment loss account is reduced through the income statement in a
subsequent period when the amount of impairment loss decre ases and the related decrease can
be objectively measured. The carrying amount of the asset previously impaired is increased to
the extent that the new carrying amount does not exceed the amortised cost, had no impairment
been recognised in prior periods.
(i)
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the
contractual arrangements entered into. Significant financial liabilities include interest -bearing
borrowings, trade and oth er payables.
(i)
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable
transaction costs. Subsequent to initial recognition, interest -bearing borrowings are stated
at amortised cost with any dif ference between the amount initially recognised and
redemption value being recognised in the income statement over the period of the
borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an u nconditional right
to defer settlement of the liability for at least 12 months after the balance sheet date.
(ii)
Trade and other payables
Trade and other payables are initially recognised at fair value and thereafter stated at
amortised cost unless the effect of discounting would be immaterial, in which case they
are stated at cost.
UNIVISION ENGINEERING LIMITED - 33 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(i)
Financial liabilities and equity (cont’d)
(iii) Equity instrument
An equity instrument is a contract that evide nces a residual interest in the assets of the
Group after deducting all of its liabilities. The Group’s financial liabilities are generally
classified into financial liabilities at fair value through profit or loss and financial
liabilities at amortised costs.
(j)
Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments
to reimburse the holder for a loss it incurs because a specified debtor fails to make payment
when due in accordance with the original or modified terms of debt instrument. A financial
guarantee contract issued by the Group and not designed as at fair value through profit or loss is
recognised initially at its fair value less transaction cost that are directly attributa ble to the issue
of the financial guarantee contract. Subsequent to initial recognition, the Group measures the
financial guarantee contract at the higher of: (i) the amount determined in accordance with IAS
37 Provisions, Contingent Liabilities and Conti ngent Assets; and (ii) the amount initially
recognised less, where appropriate, cumulative amortisation recognised in accordance with IAS
18 Revenue.
(k)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the
weighted average cost formula and comprises all costs of purchase, costs of conversion and
other costs incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordi nary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.
When inventories are sold, the carrying amount of those inventories is recognised as an expense
in the period in which the related revenue i s recognised. The amount of any write -down of
inventories to net realisable value and all losses of inventories are recognised as an expense in
the period the write-down or loss occurs. The amount of any reversal of any write -down of
inventories is recognised as a reduction in the amount of inventories recognised as an expense in
the period in which the reversal occurs.
(l)
Fair value estimation of financial assets and liabilities
The fair values of financial instruments traded in active markets (such as exchange traded and
over-the-counter securities and derivatives) are based on quoted market prices at the balance
sheet date. The quoted market prices used for financial assets are the current bid prices; the
appropriate quoted market prices for financial liabilities are the current asking prices.
The fair values of financial instruments that are not traded in an active market are determined by
using valuation techniques. The Group uses a variety of methods and makes assumptions that
are based on market conditions existing at each balance sheet date. Where appropriate, quoted
market prices or dealer quotes for similar instruments , are used. Valuation techniques, such as
discounted cash flow analyses, are also used to determine the fair values of the financ ial
instruments.
UNIVISION ENGINEERING LIMITED - 34 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(l)
Fair value estimation of financial assets and liabilities (cont’d)
The fair values of currency forwards are determined using actively quoted forward exchange
rates. The fair values of interest rate swaps are calculated as the present value of the estimated
future cash flows discounted at actively quoted interest rates.
The fair values of current financial assets and liabilities carried at amortised cost approximate
their carrying amounts.
(m) Borrowing costs
Borrowing costs are expensed in the income statement in the period in which they are incurred,
except to the extent that they are capitalised as being directly attributable to the acquisition,
construction or production of an asset which necessarily takes a substantial period of time to get
ready for its intended use or sale.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when
expenditure for the asset is being incurred, borrowing costs are being incurred and activities that
are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of
borrowing costs is suspended or ceases when substantially all the activities necessary to prepare
the qualifying asset for its intended use or sale are interrupted or completed.
(n) Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of
goods and rendering of services in the ordinary course of the Group’s a ctivities. Revenue is
shown net of business tax, value-added tax, rebates and discounts, and after eliminating sales
within the Group.
The Group recognises revenue when the amount of revenue and related cost can be reliably
measured, it is probable that f uture economic will flow to the entity and when specific criteria
have been made met for each of the Group’s activities as described below. The amount of
revenue is not considered to be reliably measurable until all contingencies relating to the sale
have been resolved. The Group bases its estimates on historical results, taking into consideration
the type of customer, the type of transaction and the specifics of each arrangement.
(i)
Construction contracts
Revenue from construction contracts is recognised wh en the outcome of a construction
contract can be estimated reliably:
-
-
revenue from a fixed price contract is recognised using the percentage of
completion method, measured by reference to the percentage of contract costs
incurred to date to estimated tot al contract costs for the contract; and
revenue from a cost plus contract is recognised by reference to the recoverable
costs incurred during the period plus an appropriate proportion of the total fee,
measured by reference to the proportion that costs incurred to date bear to the
estimated total costs of the contract.
UNIVISION ENGINEERING LIMITED - 35 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(n) Revenue recognition (cont’d)
(i)
Construction contracts (cont’d)
When the outcome of a construction contract cannot be estimated reliably, revenue is
recognised only to the extent of contract costs incurred that it is probable will be
recoverable.
(ii) Maintenance contracts
Revenue from maintenance contracts is recognised on a straight line basis over the
maintenance periods thereof.
(iii) Product sales
Revenue from product sales is recognised on the transfer of risks and rewards of
ownership, which generally coincides with the delivery of goods to customers and the
passing of title to customers.
(iv)
Solution sales
Revenue from solution sales is recognised when the solution services are rendered.
(v) Management fee
Revenue from management service is recognised when the management services are
rendered.
(vi)
Interest income
Interest income is recognised as it accrues using the effective interest m ethod.
(o)
Income taxes
Income tax comprises current and deferred tax. Income tax is recognised in the income
statement, or in equity if it relates to items that are recognised in the same or a different period
directly in equity.
Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities.
Deferred tax is provided, using the liability method, on all temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences:
-
where the deferred tax liability arises from the initial recognition of an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; and
UNIVISION ENGINEERING LIMITED - 36 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(o)
Income taxes (cont’d)
-
in respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences
will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carryforward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carryforward of unused
tax credits and unused tax losses can be utilised, except:
-
-
where the deferred tax asset relating to the deductible temporary differences arises from
the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are only recognised to the
extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be
utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be availab le to allow all
or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax
asset to be utilised.
Deferred tax assets and liabilities are measured 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 (and tax laws) that
have been enacted or substantively enacted at the balance sheet date.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists t o
set off current tax assets against current tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
(p)
Provisions and contingent liabilities
Provisions are recognised for liabilities of uncertain timing or amount when the Group or the
Company has a legal or constructive obligation arising as a result of a past event, it is probable
that an outflow of economic benefits will be required to settle the obligation and a reliable
estimate can be made. Where the time value of money is material, provisions are stated at the
present value of the expenditure expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount
cannot be reliably estimated , the obligation is disclosed as a contingent liability, unless the
probability of outflow is remote. Possible obligations, whose existence will only be confirmed
by the occurrence or non-occurrence of one or more future events, are also disclosed as
contingent liabilities unless the probability of outflow of economic benefits is remote.
UNIVISION ENGINEERING LIMITED - 37 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(q)
Employee benefit – pension obligations
These comprise short term employee benefits and contributions to defin ed contribution
retirement plan.
Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement
plans and the cost of non -monetary benefits are accrued in the year in which the associated
services are rendered by employees. Where payment or settlement is deferred and the effect
would be material, these amounts are stated at their present values.
(r)
Finance expense
Finance expense comprises interest expense on borrowings which is recogni sed in the income
statement. All borrowing costs are recognised in the income statement using the effective
interest method, except to the extent that they are capitali sed as being directly attributable to the
acquisition, construction or production of an asset which necessarily takes a subst antial period
of time to be prepared for its intended use or sale.
(s)
Leased assets
An arrangement comprising a transaction or a series of transactions is or contains, a lease if the
Group determines that the arrangement conveys a right to use a specifi c asset or assets for an
agreed period of time in return for a payment or a series of payments. Such a determination is
made based on an evaluation of the substance of the arrangement and is regardless of whether
the arrangement takes the legal form of a l ease.
i)
Assets acquired under finance leases
Where the Group acquires the use of assets under finance leases, the amounts representing
the fair value of the leased asset or, if lower, the present value of the minimum lease
payments of such assets, are included in fixed assets and the corresponding liabilities, net
of finance charges, are recorded as obligations under finance leases. Depreciation is
provided at rates which write off the cost of the assets over the term of the relevant lease
or, where it is likely the Group will obtain ownership of the asset, the life of the asset, as
set out in note 3(e)(ii). Impairment losses are accounted for in accordance with the
accounting policy as set out in note 3(f). Finance charges implicit in the lease payments
are charged to the income statement over the period of the leases so as to produce an
approximately constant periodic rate of charge on the remaining balance of the
obligations for each accounting period.
ii)
Operating lease charges
Where the Group has the use of assets held under operating leases, payments made under
the leases are charged to the income statement in equal instalments over the accounting
periods covered by the lease term, except where an alternative basis is more
representative of the pattern of benefits to be derived from the leased asset. Lease
incentives received are recognised in the income statement as an integral part of the
aggregate net lease payments made. Contingent rentals are charged to the income
statement in the accounting pe riod in which they are incurred.
UNIVISION ENGINEERING LIMITED - 38 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(t)
Foreign currency translation
Foreign currency transactions during the year are translated at the foreign exchange rates ruling
at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are
translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and
losses are recognised in the income statement.
Non-monetary assets and liabilities that are measure d in terms of historical cost in a foreign
currency are translated using the foreign exchange rates ruling at the transaction dates. Non -
monetary assets and liabilities denominated in foreign currencies that are stated at fair value are
translated using the foreign exchange rates ruling at the dates the fair value was determined.
The results of foreign operations are translated into Hong Kong dollars at the exchange rates
approximating the foreign exchange rates ruling at the dates of the transactions. Bal ance sheet
items are translated into Hong Kong dollars at the foreign exchange rates ruling at the balance
sheet date. The resulting exchange differences are recognised directly in a separate component
of equity.
On disposal of a foreign operation, the cu mulative amount of the exchange differences
recognised in equity which relates to that foreign operation is included in the calculation of the
profit or loss on disposal.
(u) Related party transactions
For the purpose of these financial statements, a par ty is considered to be related to the Group if:
i)
the party has the ability, directly or indirectly through one or more intermediaries, to
control the Group or exercise significant influence over the Group in making financial
and operating policy decisions, or has joint control over the Group;
ii)
the Group and the party are subject to common control;
iii)
the party is an associate of the Group or a joint venture in which the Group is a venturer;
iv)
v)
vi)
the party is a member of key management personnel o f the Group or the Group’s parent
or a close family member of such an individual, or is an entity under the control, joint
control or significant influence of such individuals;
the party is a close family member of a party referred to in (i) or is an e quity under the
control, joint control or significant influence of such individuals; or
the party is a post-employment benefit plan which is for the benefit of employees of the
Group or of any entity that is a related party of the Group.
Close family members of an individual are those family members who may be expected to
influence, or be influenced by, that individual in their dealings with the entity.
UNIVISION ENGINEERING LIMITED - 39 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(v)
Segment reporting
A business segment is a group of assets and operations engaged in providing products or
services that are subject to risks and returns that are different from those of other business
segments. A geographical segment is engaged in providing products or services within a
particular economic environment that are subject to risks and returns that are different from
those of segments operating in other economic environment that are subject to risks and returns
that are different from those of segments operating in other economic environments.
Inter-segment pricing is based on similar terms as those available to other external parties.
Segment revenue, expenses, results, assets and liabilities include items directly attributable to a
segment and those that can be allocated on a reasonable basis to that segment. Segment
revenue, expenses, assets and liabilities are determined before intra -group balances and intra-
group transactions are eliminated as part of the consolidation process, except to the extent that
such intra-group balances and transactions are between group enterprises within a single
segment.
Segment capital expenditure is the total cost incurred during the year to acquire segment assets
(both tangible and intangible) that are expected to be used for more than one ye ar.
Unallocated items mainly comprise financial and corporate assets, borrowings, corporate and
financial expenses.
(w)
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of
new ordinary shares are deducted against the share capital account.
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES
The Group’s major financial instruments include borrowings, trade receivables and trade payables.
Details of these financial instruments are disclosed in the respective notes. The risk s associated with
these financial instruments include credit risk, liquidity risk, currency risk and interest rate risk. The
policies on how to mitigate these risks are set out below. The management manages and monitors
these exposures to ensure appropriate measures are implemented in a timely and effective manner.
a)
Credit risk
i)
As at 31 March 2009, the maximum exposure to credit risk is represented by the carrying
amount of each financial asset in the Group and the Company balance sheet after
deducting any impairment allowance.
UNIVISION ENGINEERING LIMITED - 40 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (CONT’D)
a)
Credit risk (cont’d)
ii)
iii)
In respect of trade and other receivables, in order to minimise risk, management has a
credit policy in place and the exposures to these credit risks are monitored on an ongoing
basis. Credit evaluations of its customers’ financial position and condition are performed
on each and every major customer periodically. These evaluations focus on the
customer’s past history of making payments when due and current ability to pay, and take
into account information specific to the customer as well as pertaining to the economic
environment in which the customer operates. Debts are usually due within 90 days from
the date of billing.
In respect of trade receivables, the Group’s exposure to credit risk is influenced mainly by
the individual characteristics of each customer. The default risk of the industry and
country in which customers operate also has an infl uence on credit risk. At the balance
sheet date, the Group had no significant concentrations of credit risk where individual
trade and other receivables balance exceed 10% of the total trade and other receivables at
the balance sheet date.
iv)
The credit risk on liquid funds is limited because the counterparties are banks with high
credit ratings assigned by international credit rating agencies.
Further quantitative disclosures in respect of the Group’s and the Company’s exposure to credit
risk arising from trade and other receivables are set out in note 20.
b)
Liquidity risk
In managing the liquidity risk, the Group’s policy is to regularly monitor and maintain an
adequate level of cash and cash equivalents determined by management to finance the Group’ s
operations. Management also needs to ensure the continuity of funding for both the short and
long terms, and to mitigate the effects of cash flow fluctuation.
The following table details the remaining contractual maturities at the balance sheet date of the
Group’s and the Company’s financial liabilities which are based on the contractual maturity
date. The amounts disclosed in the table are the contractual undiscounted cash flows (including
interest payments computed using contractual rates or, if floa ting, based on rates current at the
balance sheet date) and the earliest date the Group and the Company can be required to pay:
UNIVISION ENGINEERING LIMITED - 41 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (CONT’D)
b)
Liquidity risk (cont’d)
Group
Within
1 year
or on
demand
£
219,934
5,902,246
5,160,493
921,984
2009
More than More than
2 years but
1 year but
less than
less than
5 years
2 years
£
£
Total
contractual
undiscounted
cash flow
£
Carrying
amount
£
-
-
-
-
-
-
-
-
219,934
219,934
5,902,246
5,160,493
921,984
5,552,204
5,160,493
921,984
5,135
5,135
6,418
16,688
13,952
12,209,792
5,135
6,418
12,221,345
11,868,567
Within
1 year
or on
demand
£
2,457
4,415,308
2,905,668
495,810
2008
More than More than
2 years but
1 year but
less than
less than
5 years
2 years
£
£
Total
contractual
undiscounted
cash flow
£
Carrying
amount
£
-
-
-
-
-
-
-
-
2,457
2,457
4,415,308
2,905,668
495,810
3,881,788
2,905,668
495,810
3,654
3,654
8,222
15,530
12,984
7,822,897
3,654
8,222
7,834,773
7,298,707
Bank overdrafts
Interest-bearing
borrowings
Trade and other payables
Tax payable
Obligation under finance
lease
Bank overdrafts
Interest-bearing
borrowings
Trade and other payables
Tax payable
Obligation under finance
lease
UNIVISION ENGINEERING LIMITED - 42 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (CONT’D)
b)
Liquidity risk (cont’d)
Company
Bank overdrafts
Interest-bearing borrowings
Trade and other payables
Obligation under finance
lease
Bank overdrafts
Interest-bearing borrowings
Trade and other payables
Obligation under finance
lease
c)
Foreign currency risk
Within
1 year
or on
demand
£
219,934
4,831,527
2,195,127
5,135
7,251,723
Within
1 year
or on
demand
£
2,457
3,146,371
1,848,035
3,654
5,000,517
2009
More than More than
2 years but
1 year but
less than
less than
5 years
2 years
£
£
-
-
-
5,135
5,135
-
-
-
6,418
6,418
2008
More than More than
2 years but
1 year but
less than
less than
5 years
2 years
£
£
-
-
-
3,654
3,654
-
-
-
8,222
8,222
Total
contractual
undiscounted
cash flow
£
219,934
4,831,527
2,195,127
Carrying
amount
£
219,934
4,510,870
2,195,127
16,688
13,952
7,263,276
6,939,883
Total
contractual
undiscounted
cash flow
£
2,457
3,146,371
1,848,035
Carrying
amount
£
2,457
2,642,945
1,848,035
15,530
12,984
5,012,393
4,506,421
The Group operates mostly in Hong Kong, Taiwan and the People’s Republic of China (the
“PRC”) and revenue and expenditure are mainly denominated in Hong Kong Dollars (“HKD”),
New Taiwan Dollars (“NTD”) and Renminbi Yuan (“RMB”). The Group is also exposed to
foreign currency risks as it engages in projects that were billed in United States dollars (“USD”).
The Group currently does not have any policy on hedges of foreign currency risk. However,
management monitors the foreign currency risk exposure and will consider hedging significant
foreign currency risk should the need arise.
The following table details the Group’s and the Company’s exposure at the balance sheet date to
currency risk arising from recognised assets or liabilities denominated in a currency other than
the functional currency of the entity to which they related.
UNIVISION ENGINEERING LIMITED - 43 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (CONT’D)
c)
Foreign currency risk (cont’d)
Group
NTD
RMB
USD
HKD
2009
Trade and other receivables
Cash and bank balances
Interest-bearing borrowings
Trade and other payables
95,854,981
3,648,137
(46,500,000)
(32,734,535)
131,407,851
44,799
-
(24,686,512)
13,086
25,367
(6,116,716)
(309,820)
38,088,132
199,370
(3,000,000)
(21,175,432)
Overall net exposure
20,268,583
106,766,138
(6,388,083)
14,112,070
NTD
RMB
USD
HKD
2008
Trade and other receivables
Cash and bank balances
Interest-bearing borrowings
Trade and other payables
135,172,017
6,535,647
(74,950,869)
(61,372,707)
101,599,900
534,160
-
(6,533,774)
15,216
141,771
(5,000,000)
(553,973)
40,705,543
2,140,648
(2,000,000)
(19,659,463)
Overall net exposure
5,384,088
95,600,286
(5,396,986)
21,186,728
Company
Trade and other receivables
Cash and bank balances
Interest-bearing borrowings
Trade and other payables
Overall net exposure
Trade and other receivables
Cash and bank balances
Interest-bearing borrowings
Trade and other payables
Overall net exposure
Sensitivity analysis
NTD
RMB
USD
HKD
2009
-
-
-
-
-
-
-
-
-
-
7,272,227
-
-
(172,076)
13,086
8,023
(6,000,000)
(264,365)
34,138,645
173,801
(3,000,000)
(21,131,636)
7,100,151
(6,243,256)
10,180,810
2008
RMB
USD
HKD
9,168,706
-
-
(2,787,741)
15,216
141,417
(5,000,000)
(553,973)
36,261,019
2,118,739
(2,000,000)
(19,615,667)
6,380,965
(5,397,340)
16,764,091
NTD
An analysis of the estimated change in the Group’s profit after tax (and the retained earnings) in
response to reasonably possible changes in the foreign exchange rates to which the Group has
significant exposure at the balance sheet date is presented in the fol lowing table.
UNIVISION ENGINEERING LIMITED - 44 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (CONT’D)
c)
Foreign currency risk (cont’d)
Group
NTD
RMB
USD
HKD
2009
2008
Increase/
(decrease)
in foreign
exchange
rates
Effect on
profit after
tax and
retained
earnings
Increase/
(decrease)
in foreign
exchange
rates
Effect on
profit after
tax and
retained
earnings
5%
(5%)
5%
(5%)
5%
(5%)
5%
(5%)
21,961
(21,961)
576,942
(576,942)
237,543
(237,543)
67,277
(67,277)
5%
(5%)
5%
(5%)
5%
(5%)
5%
(5%)
4,201
(4,201)
325,189
(325,189)
(136,323)
136,323
4,429
(4,429)
The sensitivity analysis has been determined assuming that the change in foreign exchange rates
had occurred at the balance sheet date and had be en applied to each of the Group entities’
exposure to currency risk for both derivative and non -derivative financial instruments in
existence at that date while all other variables remain constant. The stated changes also
represent management’s assessment of reasonably possible change in foreign exchange rates
until the next annual balance sheet date. In this respect, it is assumed that the pegged rate
between HKD and USD would be materially unaffected by any changes in movement in value
of USD against other currencies. Results of the analysis as presented in the above table
represent an aggregation of the effects on each of the Group entities’ profit after tax and equity
measured in the respective functional currencies, translated into Pound at the excha nge rate
ruling at the balance sheet date for presentation purposes. The analysis is performed on the same
basis for 2008.
d)
Interest rate risk
The Group’s interest rate risk arises primarily from interest -bearing borrowings. Borrowings
issued at variable rates and at fixed rates expose the Group to interest rate risk and fair value
interest rate risk respectively. The Group’s interest rate profile as monitored by management is
set out below.
The following table details the interest rate profile of the Group’s and the Company’s interest -
bearing financial liabilities less interest -bearing investments (excluding cash held for short -term
working capital purposes) (i.e. net borrowings) at the balance sheet date.
UNIVISION ENGINEERING LIMITED - 45 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)
d)
Interest rate risk (cont’d)
Group
2009
Effective
interest rate
2008
Effective
interest rate
£
£
Net fixed rate borrowings:
Interest-bearing borrowings
Variable rate borrowings:
Bank loans
20.30%
4,239,130
26.67%
2,514,021
4.83%
1,313,074
5%
1,367,767
Total net borrowings
5,552,204
3,881,788
Net fixed rate borrowings as a
percentage of total net
borrowings
Company
76%
65%
2009
Effective
interest rate
2008
Effective
interest rate
£
£
Net fixed rate borrowings:
Interest-bearing borrowings
Variable rate borrowings:
Bank loans
20.30%
4,239,130
26.67%
2,514,021
4.92%
271,740
5%
128,924
Total net borrowings
4,510,870
2,642,945
Net fixed rate borrowings as a
percentage of total net
borrowings
Sensitivity analysis
94%
95%
At 31 March 2009, it is estimated that a general incre ase/decrease of 25 (2008: 25) basis points
in interest rate, with all other variables held constant, would decrease/increase the Group’s profit
before tax by approximately £3,283 (2008: £3,419).
The sensitivity analysis above has been determined assuming that the change in interest rates
had occurred at the balance sheet date and had been applied to the exposure to interest rate risk
for the non-derivative financial liabilities in existence at that date. The 25 basis points increase
or decrease represents management’s assessment of a reasonably possible change in interest
rates over the period until the next annual balance sheet date. The analysis is performed on the
same basis for 2008.
UNIVISION ENGINEERING LIMITED - 46 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (CONT’D)
e)
Fair value estimation
The fair values of cash and cash equivalents, bank deposits, trade and other receivables, trade
and other payables are not materially different from their carrying amounts because of the
immediate or short term maturity of these finan cial instruments. The carrying amounts of bank
loans and loans from a shareholder approximate their fair values.
f)
Capital risk management
The Group’s primary objectives when managing capital are to safeguard the Group’s ability to
continue as a going concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of
capital.
The Group actively and regularly reviews and manages its capital structure to maintain a
balance between the higher shareholder returns that might be possible with a higher level of
borrowings and the advantages and security afforded by a sound capital position, and makes
adjustments to the capital structure in light of changes in economic conditions.
The Group monitors its capital structure on the basis of a net debt -to-adjusted capital ratio. For
this purpose the Group defines net debt as total debt (which includes bank borrowings and other
financial liabilities) less bank de posits and cash. Adjusted capital comprises all components of
equity less unaccrued proposed dividends.
During 2009, the Group’s strategy, which was unchanged from 200 8, was to maintain the net
debt-to-adjusted capital ratio as low as feasible. In orde r to maintain or adjust the ratio, the
Group may adjust the amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
Neither the Company nor any of its subsidiary undertakings are subject
capital requirements.
to externally imposed
UNIVISION ENGINEERING LIMITED - 47 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
4.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLIC IES (CONT’D)
f)
Capital risk management (cont’d)
The net debt-to-adjusted capital ratio at 31 March 200 9 and 2008 was as follows:
Group
Company
2009
£
2008
£
2009
£
2008
£
Current liabilities
Trade and other payables
Bank overdrafts
Interest-bearing borrowings
Tax payable
Obligations under finance lease
5,160,493
219,934
5,552,204
921,984
4,293
2,905,668
2,457
3,881,788
495,810
3,055
2,195,127
219,934
4,510,870
-
4,293
1,848,035
2,457
2,642,945
-
3,055
Non-current liabilities
11,858,908
7,288,778
6,930,224
4,496,492
Obligation under finance lease
9,659
9,929
9,659
9,929
Total debt
11,868,567
7,298,707
6,939,883
4,506,421
Less: Cash and bank balances
117,762
440,955
23,467
245,135
Net debt
Total equity
11,750,805
6,857,752
6,916,416
4,261,286
9,210,316
7,290,972
1,019,327
5,625,098
Net debt-to-adjusted capital
ratio
128%
94%
679%
76%
5.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other
factors. These include expectations of future events that are believed to be reasonable under the
circumstances. Although these estimates are based on management’s best knowledge of current events
and actions, the actual results will, by definition, seldom equal th ose estimates. The estimates and
assumptions that involve a high degree of judgements are discussed below:
(a)
Estimation of contract costs
Estimated costs to complete contracts are judged by management through the application of
their experience and knowledge of the industry in which the Group operates. However, contract
performance can be difficult to predict accurately. Management believes that contract budgets
do not deviate materially from actual costs incurred due to a strong cost control system with
regular review of budgets which highlight any incidences that could affect estimated costs to
completion.
UNIVISION ENGINEERING LIMITED - 48 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
5.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)
(b)
Estimation of write down of inventories
The identification of any write down of inventories of the Group requires the use of judgement
and estimates by management. Management estimates the net realisable value of inventories
with reference to the latest invoice prices and the value in use. Operational procedures are in
place to monitor the condition and usefulness of inventories. Management regularly reviews the
age of inventories to identify slow moving items and a physical inventory count is carried out on
a regular basis to identify obsolete or defective items. Write down will be e stablished for
inventories where a drop in net realisable value has been identified. At 31 March 200 9, there
was £89,435 (2008: £11,978) write down of obsolete inventories recognised as expense in the
income statement.
(c)
Estimation of impairment for tr ade and other receivables
The estimation of impairment for trade and other receivables includes an assessment of
recoverability of individual account balances and a review of ageing analysis of trade and other
receivables by management. Management will al so review the credit history of customers in
assessing the recoverability of trade and other receivables. When any indication comes to their
attention that a trade and other receivables might not be recovered in full, impairment will be
made and recognised as an expense in the income statement.
(d)
Estimation of fair value of goodwill
The fair value is calculated as based on projections of the future profitability and cash flows for
each cash generating unit. Future cash flows are then discounted at an appropriate rate.
Management exercises its judgement in a number of forward looking areas. Since these
judgements relate to the future, actual results are likely to be different because events and
circumstances frequently do not occur as expected both du e to error in estimation and external
events, and the differences may be material.
(e)
Deferred taxation
Deferred tax assets are recognised for tax losses not yet used and temporary deductible
differences. As those deferred tax assets can only be recogn ised to the extent that it is probable
that future taxation profits will be available against which the unused tax credits can be utilised,
management’s judgement is required to assess the probability of future taxation profits.
Management’s assessment is constantly reviewed and deferred tax assets are recognised if it
becomes probable that future taxable profits will allow the deferred tax asset to be recovered.
UNIVISION ENGINEERING LIMITED - 49 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
6.
SEGMENT INFORMATION
Segment information is presented by way of two segment formats: (a) by business segment as a
primary segment reporting basis; and (b) by geographical segment as a secondary segment reporting
basis.
(a)
Business segments
The Group is organised into the following business segments:
- Construction contracts
- Maintenance contracts
- Product sales
- Solution sales
- Management fee
Results by business segment for the year ended 31 March 200 9 are as follows:
Construction
contracts
£
Maintenance
contracts
£
Product
sales
£
Solution
sales
£
Management
fee
£
Total
£
Income statement information:
External sales
Inter-segment sales
Less: elimination
Revenue
6,417,135
-
-
6,417,135
2,073,129
-
-
2,073,129
382,837
139,507
(139,507)
382,837
351,259
-
-
351,259
4,163
-
-
4,163
9,228,523
139,507
(139,507)
9,228,523
Profit/(loss) from
operations
Balance sheet information:
Assets
279,563
109,464
(1,444)
49,868
591
438,042
14,657,389
4,735,237
874,438
802,311
9,508
21,078,883
Liabilities
8,252,914
2,666,199
492,356
451,745
5,353
11,868,567
Other segment information:
Depreciation
Capital expenditure
133,463
39,684
43,117
12,821
7,962
2,367
7,305
2,172
86
26
191,933
57,070
Results by business segment for the year ended 31 March 2008 are as follows:
Income statement information:
Revenue
Profit from operations
Balance sheet information:
Assets
Construction
contracts
£
Maintenance
contracts
£
Product
sales
£
Solution
sales
£
Total
£
11,208,860
1,441,595
997,459
114,570
1,611,025
146,712
706,185
235,105
14,523,529
1,937,982
11,206,297
1,018,136
1,644,422
720,824
14,589,679
Liabilities
5,662,132
492,483
795,422
348,670
7,298,707
Other segment information:
Depreciation
Capital expenditure
132,894
109,843
11,826
10,998
19,100
17,764
8,373
7,787
172,193
146,392
UNIVISION ENGINEERING LIMITED - 50 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
6.
SEGMENT INFORMATION (CONT’D)
(b) Geographical segments (cont’d)
In determining the Group’s geographical segments, revenues are attributed to the segments
based on the location of the customers and assets are attributed to the segments based on the
location of the assets.
No further geographical segment information is presented as the Group’s revenue is materially
derived from customers based in one geographic segment comprising Hong Kong, Macau,
Taiwan and the PRC, and all of the Group’s assets are located in the same geographic seg ment.
7.
OTHER INCOME
Exchange gain
Gain on disposal of plant and equipment
Realised gain on investment securities
Interest income *
Written back on trade and other payab les
Sundry income
2009
£
2008
£
31,152
-
1,105
8,521
85,660
1,482
270,746
681
-
21,172
30,848
359
127,920
323,806
* The amount represents interest income on financial assets not at fair value through profit or loss.
UNIVISION ENGINEERING LIMITED - 51 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
8.
FINANCE COSTS
Interest on bank loans and other borrowings wholly repayable
within five years
Finance charge on obligation under finance lease
Total interest expenses on financial liabilities not at fair value
through profit or loss
9.
(LOSS)/PROFIT BEFORE INCOME TAX
(Loss)/profit before income tax is stated after charging/(crediting):
Cost of inventories recognised as expenses *
Unrealised loss on investment account carried at fair value
Impairment losses on trade receivables
Impairment losses on other receivables
Impairment loss on goodwill
Write down of obsolete inventories
Auditors’ remuneration
- audit services (parent company)
- other services
Depreciation – leased plant and equipment
Depreciation – owned plant and equipment
Research and development costs
Operating lease charges – minimum lease payments
Loss/(gain) on disposal of plant and equipment
2009
£
2008
£
735,264
691
239,804
148
735,955
239,952
2009
£
2,871,041
-
290,801
23,632
309,325
89,435
66,477
-
5,391
186,542
41,783
125,375
398
2008
£
3,561,470
7,480
165,228
357,935
-
11,978
87,192
597
1,557
170,636
41,292
99,548
(681)
* Cost of inventories recognised as expenses included a write down of obsolete inventories of £89,435
(2008: £11,978) and written back on trade and other payables of £85,660 (2008: £30,848).
10. DIRECTORS’ REMUNERATION
Directors’ remuneration for the year is disclosed as follows:
Directors’ fees
Other emoluments:
Salaries, bonuses and allowances
Pension scheme contributions
2009
£
82,862
108,480
2,678
2008
£
76,215
99,810
2,233
194,020
178,258
UNIVISION ENGINEERING LIMITED - 52 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
11.
STAFF COSTS (including directors’ remuneration)
Wages and salaries
Pension scheme contributions
12.
INCOME TAX IN THE GROUP INCOME STATEMENT
a)
Income tax in the group income statement represents:
Current tax
Hong Kong profits tax
The PRC enterprise income tax
Other jurisdictions
2009
£
2008
£
1,493,222
72,963
1,209,323
60,569
1,566,185
1,269,892
2009
£
2008
£
4,609
215,462
6,880
-
426,815
8,897
226,951
435,712
No Hong Kong profits tax has been provided for in the financial statements as the Company has
accumulated tax losses brought forward which exceed the estimated assessable profits for both
financial years.
Taxes for subsidiary undertakings are calculated by the rates prevailing in the local jurisdictions.
On 16 March 2007, the Fifth Plenary Session of the Tenth National People’s Congress passed
the Corporate Income Tax Law (“New Tax Law”) of the PRC which took effect on 1 January
2008. The PRC income tax rate is unified to 25% for all enterprises.
The enactment of the New Tax Law is not expected to have any financial effect on the amounts
accrued in the group balance sheet in respect of current tax payable.
UNIVISION ENGINEERING LIMITED - 53 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
12.
INCOME TAX IN THE GROUP INCOME STATEMENT (CONT’D)
(b) Reconciliation between income tax expense and accounting (loss)/profit at the applicable
tax rates:
2009
£
2008
£
(Loss)/profit before income tax
(297,913)
1,698,030
Notional tax on (loss)/profit before income tax, calculated at
the rates applicable to (loss)/profit in the tax jurisdictions
concerned
Tax effect of non-taxable income
Tax effect of non-deductible expenses
Tax effect of temporary differences not recognised
Tax effect of utilisation of tax losses not recognised in prior
years
Tax effect of tax losses not recognised
Over provision in prior year
(704,590)
(44)
898,349
31,667
(1,214)
8,870
(6,087)
314,591
(3,442)
98,044
67,898
(41,379)
-
-
Income tax expense
226,951
435,712
13. EARNINGS PER ORDINARY SHARE
The calculation of basic earnings per ordinary share is based on the (loss)/profit attributable to equity
holders of the parent for the year of (£554,580) (2008: £1,400,331), and the weighted average of
383,677,323 (2008: 383,677,323) ordinary shares in issue during the year.
There were no potential dilutive instruments at either financial year end.
14. DIVIDEND
No dividend has been declared or paid for the year ended 31 March 200 9 (2008: £Nil).
UNIVISION ENGINEERING LIMITED - 54 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
15. GOODWILL
Group
Cost
At 1 April 2007, 31 March 2008 and 31 March 2009
Accumulated impairment loss
At 1 April 2007 and 31 March 2008
Impairment losses recognised in the year
Exchange realignment
At 31 March 2009
Carrying amount
At 31 March 2009
At 31 March 2008
£
961,845
-
309,325
(40,310)
269,015
692,830
961,845
Impairment test for cash-generating unit containing goodwill
Goodwill is allocated to the Group’s cash -generating unit (“CGU”) identified according to business
segment as follows:
Construction contracts
2009
£
2008
£
692,830
961,845
The recoverable amount of the CGU is determined based on value-in-use calculations. These
calculations use cash flow projections based on financial budgets approved by management covering a
twelve month period. A discount rate of 15% has been used for the value -in-use calculations.
Key assumptions used for value-in-use calculations:
Gross margin
Growth rate
2009
2008
15%-38%
15%
15%-30%
15%
Management determined the budgets based on their experience and knowledge in the construction
contracts operations. The discount rate used is pre -tax and reflects specific risks relating to the
relevant segment.
Based on the impairment test performed, impairment loss of £309,325 is recognised for the year
(2008: £Nil).
UNIVISION ENGINEERING LIMITED - 55 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
16.
PLANT AND EQUIPMENT
Group
Cost
Furniture
and fixtures
£
Computer
equipment
£
Motor
vehicles
£
Leasehold
improvements
£
Research
assets
£
Total
£
At 1 April 2007
Additions
Disposals
Exchange realignment
135,136
19,811
-
5,416
208,220
3,165
-
7,098
66,929
42,950
(11,461)
3,835
50,448
-
-
5,172
624,474
94,214
(1,488)
46,727
1,085,207
160,140
(12,949)
68,248
At 31 March 2008
160,363
218,483
102,253
55,620
763,927
1,300,646
At 1 April 2008
Additions
Disposals
Exchange realignment
160,363
3,089
(91,887)
88,930
218,483
47,702
(124,323)
20,971
102,253
6,279
(16,988)
29,131
55,620
-
(79,670)
24,050
763,927
-
-
203,244
1,300,646
57,070
(312,868)
366,326
At 31 March 2009
160,495
162,833
120,675
-
967,171
1,411,174
Accumulated depreciation
At 1 April 2007
Charge for the year
Written back on disposals
Exchange realignment
99,535
21,413
-
2,772
182,451
12,865
-
5,601
43,896
12,933
(10,269)
2,438
21,799
16,690
-
1,832
396,966
108,292
(446)
29,703
744,647
172,193
(10,715)
42,346
At 31 March 2008
123,720
200,917
48,998
40,321
534,515
948,471
At 1 April 2008
Charge for the year
Written back on disposals
Exchange realignment
123,720
12,576
(91,887)
92,419
200,917
20,381
(124,108)
16,522
48,998
20,213
(15,783)
13,030
40,321
17,999
(79,670)
21,350
534,515
120,764
-
153,384
948,471
191,933
(311,448)
296,705
At 31 March 2009
136,828
113,712
66,458
Net book value
At 31 March 2009
23,667
49,121
54,217
-
-
808,663
1,125,661
158,508
285,513
At 31 March 2008
36,643
17,566
53,255
15,299
229,412
352,175
During the year, additions to motor vehicles of the Group financed by new finance leases were £ Nil
(2008: £13,748). At the balance sheet date, the net book value of motor vehicles held under finance
leases of the Group and the Compan y was £13,132 (2008: £14,017).
UNIVISION ENGINEERING LIMITED - 56 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
16.
PLANT AND EQUIPMENT (CONT’D)
Furniture and
fixtures
£
Computer
equipment
£
Motor
vehicles
£
Leasehold
improvements
£
Total
£
14,033
18,347
(11,461)
(122)
20,797
20,797
-
(3,442)
8,425
25,780
10,125
2,908
(10,269)
(88)
2,676
2,676
7,057
(1,837)
2,221
5,600
-
-
(49)
5,551
5,551
-
(7,800)
2,249
204,600
18,467
(11,461)
(62)
211,544
211,544
479
(226,206)
85,708
-
71,525
5,600
-
-
(49)
5,551
5,551
-
(6,405)
854
-
-
-
189,525
7,715
(10,269)
70
187,041
187,041
10,891
(184,767)
37,919
51,084
20,441
24,503
Company
Cost
At 1 April 2007
Additions
Disposals
Exchange realignment
At 31 March 2008
At 1 April 2008
Additions
Disposals
Exchange realignment
73,362
120
-
240
73,722
73,722
80
(90,931)
29,868
111,605
-
-
(131)
111,474
111,474
399
(124,033)
45,166
At 31 March 2009
12,739
33,006
Accumulated depreciation
At 1 April 2007
Charge for the year
Written back on disposals
Exchange realignment
At 31 March 2008
At 1 April 2008
Charge for the year
Written back on disposals
Exchange realignment
67,338
1,792
-
292
69,422
69,422
2,081
(74,671)
12,319
106,462
3,015
-
(85)
109,392
109,392
1,753
(101,854)
22,525
At 31 March 2009
9,151
31,816
10,117
Net book value
At 31 March 2009
At 31 March 2008
3,588
4,300
1,190
2,082
15,663
18,121
UNIVISION ENGINEERING LIMITED - 57 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
17.
INVESTMENT IN SUBSIDIARY UNDERTAKINGS
Shares in subsidiary undertakings
Less: impairment loss
Exchange realignment
2009
£
2008
£
1,053,475
1,053,475
(658,272)
51,352
-
-
446,555
1,053,475
Amounts due from subsidiary undertakings
7,731,452
4,993,318
Less: impairment loss
Exchange realignment
Total
(4,058,759)
(883,810)
-
-
2,788,883
4,993,318
3,235,438
6,046,793
The amounts due from subsidiary undertakings are unsecured, interest -free and not expected to be
recovered within one year.
Particulars of the Group’s subsidiary undertakings at 31 March 200 9 are set out below:
Name
Place of
incorporation
and
operations
Issued and
fully paid up
share capital/
registered capital
Percentage
of equity
attributable to
the Group
Directly Indirectly
Principal activities
T-Com Technology Co
Taiwan
Limited
NT$80,000,000
Ordinary share
52.25%
Leader Smart
Engineering Limited
Hong Kong
HK$10,000
Ordinary shares
100%
-
-
Supply, design, installation and
maintenance of closed circuit
television and surveillance
systems and the sale of security
system related products
Investment holding and
engineering contractor
Leader Smart
Engineering
(Shanghai) Limited
The PRC
US$1,000,000
Registered capital
-
100% Supply, design, installation and
maintenance of electrical and
mechanical systems,
construction decorations and
provision of engineering
consultancy services
Note:
Leader Smart Engineering (Shanghai) Limited is a wholly -foreign owned enterprise established in the
PRC to operate for 20 years up to 2025.
UNIVISION ENGINEERING LIMITED - 58 - ANNUAL REPORT 2009
18.
INVENTORIES
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
2009
2008
Group
£
Company
£
Group
£
Company
£
Raw materials
Work in progress
Finished goods
418,555
30,143
601,348
418,555
23
407,165
317,136
634
655,630
317,136
634
405,256
1,050,046
825,743
973,400
723,026
The analysis of the amount of inventories recognised as an expense is as follows:
Carrying amount of inventories sold
Write down of obsolete inventories
19. CONSTRUCTION CONTRACTS IN PROGRESS
2009
£
2008
£
2,781,606
89,435
3,549,492
11,978
2,871,041
3,561,470
Contract costs incurred plus
attributable profits less
foreseeable losses
Progress billings to date
Represented by:
Amounts due from construction
contract customers (note 20)
Amounts due to construction
contract customers (note 23)
2009
2008
Group
£
Company
£
Group
£
Company
£
24,320,035
(12,012,943)
7,844,911
(7,962,964)
16,039,782
(8,535,623)
5,730,929
(5,493,196)
12,307,092
(118,053)
7,504,159
237,733
13,695,491
1,085,082
8,333,620
1,021,233
(1,388,399)
(1,203,135)
(829,461)
(783,500)
12,307,092
(118,053)
7,504,159
237,733
At 31 March 2009, the amount of retention receivables from customers recorded within “trade and
other receivables” is £66,344 (2008: £10,164).
Within amounts due from construction contracts customers is the amount of £11,353,545 for which the
original land use rights certificate and the developing property are pledged as security.
UNIVISION ENGINEERING LIMITED - 59 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
20. TRADE AND OTHER RECEIVABLES
2009
2008
Group
£
Company
£
Group
£
Company
£
Trade receivables
Less: allowance for doubtful debt s
2,430,301
(569,057)
1,986,310
(508,293)
1,912,168
(189,183)
1,291,039
(22,170)
1,861,244
1,478,017
1,722,985
1,268,869
Bills receivable
Other receivables
Retention receivables
Loan and receivables
Deposits and prepayments
Amounts due from construction
contract customers (note 19)
Pledged bank balances
331,593
2,186,029
-
4,378,866
189,009
13,695,491
660,433
-
534,181
-
2,012,198
96,408
1,085,082
660,433
362,615
324,484
10,164
2,420,248
642,533
8,333,620
464,903
-
283,131
10,164
1,562,164
43,762
1,021,233
464,903
18,923,799
3,854,121
11,861,304
3,092,062
All of the trade and other receivables are expected to be recovered within one year.
At 31 March 2009, the Group has pledged bank deposits of £ 191,076 (2008: £464,903) to banks for
performance bonds in respect of construction contracts undertaken by the Group and the Company.
a)
Impairment of trade receivables
Impairment losses in respect of trade receivables are recorded using an allowance account
unless the Group is satisfied that recovery of the amount is remote, in which case the
impairment loss is written off against trade receivables directly.
Movements in the allowance for doubtful debts :
2009
2008
Group
£
Company
£
Group
£
Company
£
At 1 April
Impairment loss recognised
Exchange realignment
189,183
262,997
116,877
22,170
391,820
94,303
12,373
165,228
11,582
12,373
9,808
(11)
At 31 March
569,057
508,293
189,183
22,170
UNIVISION ENGINEERING LIMITED - 60 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
20. TRADE AND OTHER RECEIVABLES (CONT’D)
a)
Impairment of trade receivables (cont’d)
Note:
As at 31 March 2009, trade receivables of the Group and the Company amounting to £262,997
(2008: £165,228) and £391,820 (2008: £9,808) respectively were individually determined to be
impaired and full impairment had been made. These individually impaired receivables were
outstanding for over 1 year as at the balance sheet date or were due from companies with
financial difficulties.
b)
Trade receivables that are not impaired
The following is an ageing analysis of trade receivables at the balance sheet date that were past
due but not impaired:
2009
2008
Group
£
Company
£
Group
£
0 to 90 days
91 to 365 days
Over 365 days
822,042
498,961
540,241
501,380
496,934
479,703
1,375,786
287,151
60,048
Company
£
1,017,121
216,681
35,067
1,861,244
1,478,017
1,722,985
1,268,869
Receivables that were past due but not impaired relate to a number of independent customers
that have a good track record with the Group. Based on past experience, management believes
that no impairment allowance is necessary in respect of these balances a s there has not been a
significant change in credit quality and the balances are still considered fully recoverable. The
Company does not hold any collateral over these balances.
21. CASH AND CASH EQUIVALENTS
2009
2008
Group
£
Company
£
Group
£
Company
£
Cash and bank balances
117,762
23,467
440,955
245,135
Bank overdrafts
Cash and cash equivalents in the
group cash flow statement
(219,934)
(102,172)
(2,457)
438,498
UNIVISION ENGINEERING LIMITED - 61 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
22.
INTEREST-BEARING BORROWINGS
Within 1 year or on demand
Bank loans
- Secured (note a)
- Unsecured (note b)
Loan from related company
(note c)
2009
2008
Group
£
Company
£
Group
£
Company
£
1,313,074
-
271,740
-
1,238,843
128,924
-
128,924
4,239,130
4,239,130
2,514,021
2,514,021
5,552,204
4,510,870
3,881,788
2,642,945
Notes:
a)
b)
c)
The secured bank loan carried interest at rates ranging from 3.73% to 5.11% per annum
(2008: 4.20% to 5.00%) and were secured by:-
(i)
(ii)
(iii)
Sales contracts from Formosa Plastics Group.
Pledged bank deposits.
Personal guarantee by the Chairman, Mr. Stephen Sin Mo KOO.
The unsecured bank loans carried interest at prime rate minus 0% per annum (2008: 0.5%).
The prime rate as at 31 March 2009 is 5.25% per annum (2008: 5.25%).
A loan of US$5,000,000 was provided on 31 December 2007 by Mayne Management
Limited, the holding company of UniVision Holdings Limited which has a 47.9% equity
interest of the Company. The loan facility is used exclusively to finance a major
construction project in the PRC. The loan carries interest at the rate of 15% per annum
(2008: 26.67%) and is payable on the maturity date of 31 March 2010. Security over 40% of
the Group’s interest in a shopping mal l contract within the PRC has been provided.
23. TRADE AND OTHER PAYABLES
2009
2008
Group
£
Company
£
Group
£
Company
£
Trade payables
Bills payable
Due to a related party
Accruals and other payables
1,994,803
233,152
41,265
1,502,874
64,678
-
-
927,314
296,553
600,904
27,169
1,151,581
131,923
-
-
932,612
Financial liabilities measured at
amortised cost
Amounts due to construction
contract customers (note 19)
3,772,094
991,992
2,076,207
1,064,535
1,388,399
1,203,135
829,461
783,500
5,160,493
2,195,127
2,905,668
1,848,035
UNIVISION ENGINEERING LIMITED - 62 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
24.
INCOME TAX IN THE BALANCE SHEET
a)
Current taxation in the balance sheet represents:
2009
2008
Group
£
Company
£
Group
£
Company
£
5,612
916,372
921,984
8,933
-
-
-
-
-
495,810
495,810
-
-
-
-
-
Provision for the year
Hong Kong profits tax
PRC enterprise income
tax
Over payment for the year
Overseas income tax
b)
Unrecognised deferred tax assets
At the balance sheet date, the Company has unused tax losses of £ 5,509,897 (2008: £4,213,736)
that are available for offset against future taxable profits of the Company. No deferred tax asset
has been recognised due to the unpredictabili ty of the future profit streams. Such unused tax
losses are available to be carried forward indefinitely.
No provision for deferred tax liabilities has been made in the financial statements as the tax
effect of temporary differences is immaterial to the Group and the Company.
25. OBLIGATION UNDER FINANCE LEASE
At 31 March 2009 and 2008, the Group and the Company had obligations under finance leases
repayable as follows:
2009
2008
Present value
of the
minimum
lease
payment
£
Total
minimum
payment
£
Present value
of the
minimum
lease
payment
£
Total
minimum
payment
£
4,293
4,293
5,366
9,659
13,952
5,135
5,135
6,418
11,553
16,688
2,736
13,952
3,055
3,055
6,874
9,929
12,984
3,654
3,654
8,222
11,876
15,530
2,546
12,984
Within 1 year
After 1 year but within 2 years
After 2 years but within 5 years
Less: total future interest expense
Present value of lease obligation
UNIVISION ENGINEERING LIMITED - 63 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
26.
SHARE CAPITAL
Authorised :
800,000,000 ordinary shares of HK$0.0625 each
2009
£
2008
£
3,669,470
3,669,470
Issued and fully paid:
383,677,323 ordinary shares (2008: 383,677,323 ordinary shares) of
HK$0.0625 each
1,697,617
1,697,617
The Company has one class of ordinary shares.
27. OPERATING LEASE COMMITMENTS
At the balance sheet date, the total future minimum lease payments under non -cancellable operating
leases for the office and warehouse premises are payable as follows :
2009
2008
Group
£
Company
£
Group
£
Company
£
Within one year
In the second to fifth years
inclusive
91,342
149,302
240,644
15,913
11,478
27,391
94,974
18,592
113,566
49,259
2,816
52,075
28. RELATED PARTY TRANSACTIONS
Compensation of key management personnel
The remuneration of the key management of the Group during the year was as follows: -
2009
£
2008
£
Salaries, bonus and allowances
251,272
247,181
The remuneration of key management personnel comprise s the remuneration of executive directors
and key executives.
Executive directors include the executive chairman, the chief executive officer and the technical
director and the finance director of the Company. The remunerati on of the executive directors is
determined by the Remuneration Committee having regard to the performance of individuals, the
overall performance of the Group and market trends. Further information about the remuneration
committee and the directors’ remu neration is provided in the Remuneration Report and the Report on
Corporate Governance to the Annual Report and note 1 0 to the financial statements.
UNIVISION ENGINEERING LIMITED - 64 - ANNUAL REPORT 2009
UNIVISION ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 200 9
28. RELATED PARTY TRANSACTIONS (CONT’D)
Compensation of key management personnel (cont’d)
Key executives include the director of operations and director of sales and marketing of the Company.
The remuneration of the key executives is determined by the executive directors annually having
regard to the performance of individuals and market trends.
Biographical information on key management personnel is disclosed in the Directors’ and Senior
Management’s Biographies section of the Annual Report.
Transactions with related parties
(a)
A loan of US$5,000,000 was provided on 31 December 2007 by Mayne Management Limited,
the holding company of UniVision Holdings Limited which has a 47.9% equity interest in the
Company. Effective from 1 October 2008 , the principal amount was revised to US$6,000,000
(including the accrued interest of US$1,000,000) and renewed with maturity date due on 31
March 2010.
(b) At 31 March 2009, there is a receivable balance of £ 6,629 (2008: £6,095) in respect of legal fees
which were paid by the Group on behalf of UT Vision PTE, a company of which Mr. Stephen
Sin Mo KOO is a director.
(c)
For the year ended 31 March 2009, the Chairman of the Company, Mr. Stephen Sin Mo KOO,
purchased an additional 7,657,700 ordinary shares of 1p each in UniVision at a price of 0.55p
per share.
29. COMPARATIVE FIGURES
The financial statements for last year were reported on by auditor s other than ZYCPA Company
Limited whose report dated 30 September 2008 expressed an unqualified opinion on those financial
statements.
UNIVISION ENGINEERING LIMITED - 65 - ANNUAL REPORT 2009
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2009 Annual General Meeting of UniVision Engineering Limited
will be held at UniVision Engineering Limited, 8/F Lever Tech Centre, 69 -71 King Yip Street, Kwun Tong,
Kowloon, Hong Kong, on 28 October 2009 at 5:00P.M.. The following businesses will be transacted the n:
1. To receive and adopt the Company ’s audited financial statements for the financial year ended 31 March
2009 together with the Directors’ report and the Independent Auditor’s report;
2. To re-elect Mr. Chun Pan WONG who retired by rotation, as a Director o f the Company;
3. To re-elect Mr. Andrew Ping Sum TANG who retired by rotation, as a Non -executive Director of the
Company;
4. To reappoint auditor ZYCPA Company Limited, Certified Public Accountants as auditors of the
Company, to hold office from the conclusi on of the meeting to the conclusion of the next meeting,
during which accounts will be laid before the Company and to authorize the Directors to adjust their
remuneration packages;
5. To consider and, if considered appropriate, pass the following resolution as an ordinary resolution that
the directors of the Company be and are hereby generally and unconditionally authorized to exercise all
powers of the Company to allot ordinary shares of HK$0.0625 each in the capital of the Company (the
‘Ordinary Shares’). Such authority (unless and to the extent previously revoked, varied or renewed by
the Company during the general meeting) to expire 15 months after the date of the passing of such
resolution or on the conclusion of the Company ’s next Annual General Meeting to be held, following the
date of passing such resolution, whichever occurs first, save that the Company may before such expiry
make any offer or agreement which would or might require Ordinary Shares to be allotted after such
expiry, and that the Directors may allot Ordinary Shares in pursuance of such an offer or an agreement as
if such authority had not expired. This authority substitutes all subsisting authorities to the extent
unused.
By Order of the Board
Mr. Stephen Sin Mo KOO
Executive Chairman
29 September 2009
Registered office:
8/F Lever Tech Centre,
69-71 King Yip Street,
Kwun Tong, Kowloon,
Hong Kong
UNIVISION ENGINEERING LIMITED - 66 - ANNUAL REPORT 2009
NOTES:
1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the
Annual General Meeting. A member so entitled may appoint one or more proxies (whether they are members or
not) to attend and, on a poll, to vote in place of the member.
2. A form of proxy is enclosed with this notice. To be valid, the form of proxy and any p ower of attorney or other
authority (if any) under which it is signed, or a notarized and certified copy of that power of authority, must be
lodged with the Company’s registrars, Computershare Investor Services ( Jersey) Limited at PO Box 83, Ordnance
House, 31 Pier Road, St Helier, Jersey JE4 8PW, Channel Island , not less than 48 hours before the Annual General
Meeting takes place.
3. Completion and return of a proxy does not preclude a member from attending and voting at the Annual General
Meeting.
4. The Company pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 specifies that only those
shareholders registered in the Register of Members of the Company as of 29 September 2009 are entitled to attend
or vote at the Annual General Meetin g in respect to the number of shares registered in their name at that time.
Changes to entries on the Register after that time will be disregarded when determining the rights of any person to
attend or vote in the Annual General Meeting.
UNIVISION ENGINEERING LIMITED - 67 - ANNUAL REPORT 2009