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Tembusu Investments (NOVA)

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Monday 27 June, 2011

Tembusu Investments

Final Results

RNS Number : 1199J
Tembusu Investments Limited
27 June 2011
 



TEMBUSU INVESTMENTS LIMITED

("Tembusu" or the "Compamy")

 

 

Final Results

For the Year Ended 31 December 2010

 

Chairman's Statement

 

Results

The operating loss on ordinary activities for the year amounted to £207,788 (2009: £93,514) and the loss after tax for the year was £259,850 (2009: £333,679). 

 

The loss per share for the year was 0.433p (2009: 0.556p).

 

At 31 December 2010, the Company had cash and cash equivalents of £914,414

 

Current trading

At 31 Dec 2010, 21,415,861 ordinary shares in EIIB are held by the Company.  The EIIB shares are traded on the AIM market of the London Stock Exchange. At 31 December 2010, the investment in EIIB was valued at the market bid price resulting in a fair value loss adjustment through the income statement of £53,540.

 

Employees

The Company currently has three directors and no other employees.

 

Prospects and Investing Policy

 

Investing Policy

 

The  Company's Investing Policy is to focus on identifying and acquiring  quoted and unquoted  financial  services  businesses  based  in  Asia,  though  other geographical  areas  will be considered should appropriate  opportunities  occur which  could  benefit  the  Company. By actively investing  in  businesses  with complementary  areas  of expertise, which may for example include  real  estate, mortgage financing and other such activities, the Directors believe that  it  is possible  to  generate  considerable opportunities  for  the  cross  selling  of services  between  the different operations and countries.  The  Directors  also intend  to  continue  to  make minority investments in such  financial  services businesses  where  it would be a passive investor, but where  those  investments provide the opportunity for enhancing the growth prospects of the Company.

 

In   regards  to  the  acquisitions  that  the  Company  expects  to  make,  the Directors may adopt earn-out structures, with specific performance targets being set  for  the  sellers  of the businesses acquired, and  with  suitable  metrics applied.

 

The Company may invest by way of outright acquisition or by the acquisition of assets, including the    intellectual  property, of a relevant business,  partnerships  or  joint venture arrangements.  Such  investments  may result  in  the Company acquiring the whole or part of a company (which  in  the case of an investment in a company may be private or listed on a stock exchange, and  which  may be pre-revenue), and such investments may constitute a  minority stake in the company or project in question. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Directors deem appropriate.

 

The Company will be both an active and a passive investor and the Directors will place no minimum  or  maximum  limit  on  the  length  of  time   that   any investment may be held.

 

There  is  no  limit  on  the  number of projects into  which  the  Company  may invest, nor the proportion of the Company's gross assets that any investment may represent  at  any  time  and the Company will consider  possible  opportunities anywhere in the world.

 

There are no borrowing limits in the Articles of Association of the Company. The Directors do not  intend to acquire any cross-holdings  in  other  corporate entities that have an interest in the Ordinary Shares.

 

There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this Investing Policy.

 

As  the  Company's  ordinary shares are traded on AIM this provides  a  facility for  shareholders to realise their investment in the Company. In  addition,  the Directors  may  consider from time to time other means of  facilitating  returns to  shareholders including dividends, share repurchases, demergers,  schemes  of arrangement or liquidation.

 

 

Y Mirza

Chairman

 

 

Enquiries:

 

Tembusu Investments Limited


Y Mirza, Chairman

Tel:     +1 (416) 964 0728

Yun Zhang, Chief Executive Officer

Tel:     +65 6533 2233



Allenby Capital Limited


Brian Stockbridge

Tel:     +44 (0)20 3328 5656



 

 

 

 

Statement of Comprehensive Income

For The Year Ended 31 December 2010

 

 


 

 

Notes

Year

ended

31.12.10

 

Year

ended

31.12.09

 



       £

£





Administrative expenses


207,788

      93,514





OPERATING LOSS

7

      (207,788)

       (93,514)





Unrealised losses on financial assets designated at     fair value through profit or loss

 

10

 

   (53,540)

 

  (261,991)





LOSS BEFORE FINANCE INCOME AND TAX


    (261,328)

    (355,505)





Finance income 

6

89 

           21,826





Other income


1,389

________





LOSS BEFORE TAX


      (259,850)

      (333,679)





Tax

8

                   -

                    -





LOSS FOR THE YEAR


(259,850)

      (333,679)





Other comprehensive income


-

-





TOTAL COMPREHENSIVE INCOME FOR THE YEAR


      (259,850)

      (333,679)





Attributable to




Owners of the Company


      (259,850)

      (333,679)









Loss per share:

9



Basic


        (0.433p)

        (0.556p)

 

Diluted


 

        (0.433p)

 

        (0.556p)

 

 

 

Statement of Changes in Equity

For The Year Ended 31 December 2010

 

 


Share

Capital

Share

Premium

Retained

Loss

 

Total


£

£

£

£






At 31 December 2008

    600,000

  2,504,061

    (990,929)

 2,113,132






Loss after tax for the year

              -

               -

  (333,679)

        (333,679)






At 31 December 2009

    600,000

  2,504,061

   (1,324,608)

 1,779,453






Loss after tax for the year

               -

               -

  (259,850)

(259,850)

 

At 31 December 2010

 

    600,000

 

 2,504,061

 

 (1,584,458)

 

1,519,603

 

Share capital is the amount subscribed for shares at nominal value.

 

Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses. Share issue expenses comprise mainly the costs incurred in respect of the initial public offering on the AIM market of the London Stock Exchange.

 

Retained loss represents the cumulative loss of the Company attributable to equity shareholders.

 

 

 

Statement of Financial Position

31 December 2010

 

 



     As at

   31.12.10

 

    As at

31.12.09


Notes

£

£





ASSETS




Non-current assets




Investments

11

        1

        5,174

Financial assets designated at fair value through profit or loss

 

10

   

    653,183

   

         706,723







    653,184

    711,897





Current assets




Trade and other receivables

12

        24,208

        4,165

Cash and cash equivalents

13

914,414

1,096,141







938,622

1,100,306





LIABILITIES




Current liabilities




Trade and other payables

14

      72,203

      32,750







      72,203

      32,750





NET CURRENT ASSETS


866,419

1,067,556





NET ASSETS


1,519,603

1,779,453





SHAREHOLDERS' EQUITY




Called up share capital

15

      600,000

      600,000

Share premium

16

   2,504,061

   2,504,061

Retained losses

16

  (1,584,458)

  (1,324,608)





TOTAL EQUITY


    1,519,603

    1,779,453





 

 

 

Statement of Cashflows

For The Year Ended 31 December 2010

 



Year

ended

31.12.10

Year

ended

31.12.09


Note

£

£





Cash flows from operating activities




Cash generated from operations

17

       (181,816)

       (129,837)





Net cash from operating activities


       (181,816)

       (129,837)









Cash flows from investing activities




Interest received


           89

           4,326

Sale of held-for-trading investments


         -

         35,000

Purchase of held-for-trading investments


_________-

                  -





Net cash from investing activities


            89  

         39,326  





Cash flows from financing activities




Loan to subsidiary


        -

        (174)





Net cash from financing activities


                   -

             (174)









Increase in cash and cash equivalents


    (181,727)

    (90,685)





Cash and cash equivalents at beginning of year


     1,096,141

     1,186,826





Cash and cash equivalents at end of year


     914,414

     1,096,141









 

 

Notes to the Financial Statements

For The Year Ended 31 December 2010

 

1.   GENERAL INFORMATION

 

      Tembusu Investments Limited is a company incorporated in Bermuda under the Bermuda Companies Act 1981. The Company's shares are traded on the AIM market of the London Stock Exchange. The address of the registered office is disclosed on page 1 of the financial statements. The principal activities of the Company are described in the directors' report.

 

2.   ACCOUNTING POLICIES

 

      Basis of preparation

      These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

 

      New and amended standards adopted by the Company

 

The company has adopted the following new and amended IFRSs as of 1 January 2010:

 

•     IFRS 3 (revised), 'Business combinations' and consequential amendments to IAS 27, 'Consolidated and separate financial statements', IAS 28, 'Investments in associates' and IAS 31, 'Interests in joint ventures', effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009.

 

      The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the statement of comprehensive income. There is a choice on an acquisition-by-acquisition basis to measure the minority interest in the acquiree either at fair value or at the minority interest's proportionate share of the acquiree's net assets. All acquisition-related costs should be expensed.

 

•     IAS 27 (revised), 'Consolidated and separate financial statements', (effective from 1 July 2009). The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognised in profit or loss. The company will apply IAS 27 (revised) prospectively to transactions with non-controlling interests from 1 January 2010.

 

Ÿ      IAS 32 (amendment), 'Financial instruments: presentation - classification of rights issue', is effective from annual periods beginning on or after 1 February 2010 and amended the definition of a financial liability in order to classify rights issues (and certain options or warrants) as equity instruments in cases where such rights are given pro-rata to all of the existing owners of the same class of an entity's non-derivative equity instruments, or to acquire a fixed number of the entity's own equity instruments for a fixed amount in any currency. This amendment will have no impact on the company after initial application.

 

The following new standards, amendments to standards and interpretations are mandatory for the first time for the financial year beginning 1 January 2010, but are not currently relevant for the company:

 

Ÿ     IFRIC 17, 'Distributions of non-cash assets to owners', effective for annual periods beginning on or after 1 July 2009. This is not currently applicable to the company, as it has not made any non-cash distributions.

 

Ÿ     IAS 24 (Amendment), 'Related party transactions'. The amended standard is effective for annual periods beginning on or after 1 January 2011. It clarified definition of a related party to simplify the identification of such relationships and to eliminate inconsistencies in its application. The revised standard introduces a partial exemption of disclosure requirements for government-related entities. The company does not expect any impact on its financial position or performance.

 

·      IFRIC 14 (Amendment), 'Prepayments of a minimum funding requirement'. The amendment to IFRIC 14 is effective for annual periods beginning on or after 1 January 2011 with retrospective application. The amendment provides guidance on assessing the recoverable amount of a net pension asset. The amendment permits an entity to treat the prepayment of a minimum funding  requirement as an asset. The amendment is deemed to have no impact on the financial statements of the company.

 

·      IFRS 9, 'Financial instruments: classification and measurement', as issued reflects the first phase of the IASB work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2013. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and derecognition.  The completion of this project is expected in early 2011. The adoption of the first phase of IFRS 9 might have an effect on the classification and measurement of the company's assets. At this juncture it is difficult for the company to comprehend the impact on its financial position and performance.

 

·      IFRIC 19, 'Extinguishing financial liabilities with equity instruments', is effective for annual periods beginning on or after 1 July 2010. The interpretation clarifies that equity instruments issued to a creditor to extinguish a financial liability qualify as consideration paid. The equity instruments issued are measured at their fair value. In case that this cannot be reliably measured, the instruments are measured at the fair value of the liability extinguished. Any gain or loss is recognised in profit or loss. The adoption of this interpretation will have no effect on the financial statements of the company.

 

·      Improvements to IFRS (issued in May 2010). The IASB issued improvement to IFRSs, an omnibus of amendments to its IFRS standards. The amendments have not been adopted as they become effective for annual periods on or after 1 January 2011 or 1 July 2010. The amendments listed below, are considered to have a reasonable possible impact on the company:

 

-   IFRS 3 Business combinations

-   IFRS 7 Financial instruments: disclosures

-   IAS 1 Presentation of financial statements

-   IAS 27 Consolidated and separate financial statements

 

The company expects no impact from the adoption of the above amendments on its financial position or performance.

 

Subsidiary

Subsidiaries are all entities over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity.

 

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Company. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Company's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

Subsidiaries whose business are dormant or of low volume and that are insignificant for the presentation of a true and fair view of the net assets, financial position and earnings performance of the Company are not consolidated. They are recognized in the Company's financial statements at the lower of cost or fair value. The aggregate equity of the Tembusu Invest Pte Ltd ("TIPL") amounts to 0.04% (previous year: 0.09%) of Company's equity. The aggregate loss after tax of TIPL amounts to 0.36% (previous year: Profit 0.20%) of the profit after tax of the Company.

      Functional currency translation

 

      a)   Functional and presentation currency

            The financial statements are presented in Pounds Sterling (£), which is the Company's functional and presentation currency.

     

      b)   Transactions and balances

            Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

           

      Taxation

      The Company is an exempted company under the laws of Bermuda and is granted exemption from all forms of taxation in Bermuda until 2016.

 

Impairment of assets

At each reporting date, the Group assesses whether there is an indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the higher of an asset's or cash generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash flows that are largely independent of those from other assets or groups of assets. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses on continuing operations are recognised in the income statement in those expense categories consistent with the functions of the impaired asset.

 

Financial assets held at fair value through profit or loss

Financial assets classified as held for trading and other assets designated as such on inception are included in this category. Financial assets are classified as held for trading if they are acquired for sale in the short term.

 

Purchases and sales of financial assets at fair value through profit or loss are recognised on trade date being the date the Company commits to purchase or sell the asset to the market. A financial asset is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.

 

Financial assets designated as at fair value through profit or loss at inception are those that are managed and whose performance is evaluated on a fair value basis, in accordance with the documented investment strategy of the Company. Information about these financial assets is provided internally on a fair value basis to the Company's key management. The Company's investment strategy is to identify and invest in quoted and unquoted financial services businesses based in Asia (excluding Japan) to address the growing Far Eastern markets for financial services. Consequently, all investments are classified as held at fair value through profit or loss.

 

Transaction costs on purchases are expensed immediately through the income statement in accordance with IFRS.

 

All investments are measured at fair value with gains and losses arising from changes in fair value being included in the income statement as gains (losses) on investments held at fair value. On sale, the realised gain or loss calculated by reference to the proceeds less carrying value is recognised in the income statement.

 

The fair value of quoted investments is determined by reference to market bid prices at the close of business on the end of the reporting period.

 

      Cash and cash equivalents

      Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. 

     

      Trade payables

      Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 

      Share capital

      Ordinary shares are classified as equity.

 

      Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

      Financial Instruments

      Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.

 

      Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transactions costs, except as described below. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

 

      A financial instrument is recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Company's contractual rights to the cash flows from the financial assets expire or if the Company transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.

 

      Fair values

      The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the Company at the balance sheet date approximated their fair values, due to relatively short term nature of these financial instruments.

 

      The Company provides financial guarantees to licensed banks for credit facilities extended to a subsidiary company. The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary company defaulting on the credit lines is remote.



3.   FINANCIAL INSTRUMENTS

 

The investments are valued in accordance with the policy stated above. It is the directors' opinion that the carrying value of trade receivables and trade payables approximates their fair value due to their short term maturity. Therefore, the directors consider all assets to be carried at a valuation, which equates to fair value.

 

Investments are made in a combination of equity and fixed rate financial instruments so as to provide potential high future capital growth.

 

In accordance with IAS 39, the Group has reviewed all contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain criteria set out in the standard. No embedded derivatives have been identified by the Group.

 

The accounting policies for financial instruments have been applied to the items below:

 

 

2010

2010

2009

2009

Assets as per balance sheet

Loans and receivables

Assets at fair value through profit and loss

Loans and receivables

Assets at fair value through profit and loss


£

£

£

£






Cash

914,414

-

1,096,141

-

Trade and other receivables

24,208

-

4,165

-

Investment at fair value through profit and loss

 

              -

 

653,184

 

              -

 

711,723

Total

938,622

653,184

1,100,306

711,723








2010

2009


Liabilities as per balance sheet


Other financial liabilities

Other financial liabilities







Trade and other payables


   72,203

   32,750







 

Assets classified as fair value through profit or loss were designated as such upon initial recognition. The Company has not reclassified financial assets between any of the categories detailed in IAS39, either in current or prior periods.

 

      The Company's activities expose it to a variety of financial risks: interest rate risk, foreign currency risk, liquidity risk and capital risk. The Company's overall risk management programme focuses on unpredictability and seeks to minimise the potential adverse effects on the Company's financial performance.   The Board reviews key risks on a regular basis and, where appropriate, actions are taken to mitigate the key risks identified.

 

      3.1     Interest rate risk and foreign currency risk

               The Company does not have formal policies on interest rate risk or foreign currency risk. However, the Company's exposure in these areas as at the balance sheet date was minimal.

 

      3.2     Liquidity risk

               The Company prepares periodic working capital forecasts for the foreseeable future, allowing an assessment of the cash requirements of the Company, to manage liquidity risk.  The directors have considered the risk posed by liquidity and are satisfied that there is sufficient growth and equity in the Company.

 

      3.3     Capital risk

               The Company's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

4.   EMPLOYEES AND DIRECTORS

      The company has no employees.     

 

      During the period the company paid directors' emoluments of £39,107 (2009 - £37,500).

 

      The average number of directors during the year was three.

     

5.   SEGMENTAL ANALYSIS

      There is no segmental area of operations as the company is not trading.

 

6.

FINANCE INCOME

Year ended

31.12.10

 

Year ended

31.12.09

 



£

£






Bank interest received

            89

            4,326


Sale of held-for-trading investments

  -

  17,500



  89

  21,826





7.

OPERATING LOSS

 

 

Year ended

31.12.10

 

Year ended

31.12.009

 



£

£


The operating loss is stated after charging:

 




Loss on foreign currency translation

1,326

       142


Auditors remuneration

     4,833

     4,000

 

8.        TAX

 

      The Company is an exempted company under the laws of Bermuda and is granted exemption from all forms of taxation in Bermuda until 2016.

 

9.   LOSS PER SHARE

 

      The basic loss per share is calculated by dividing the loss of £259,850 (2009 - £333,679) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, which was 60,000,000 (2009 - 60,000,000)

 

      The diluted loss per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.  For the year ended 31 December 2010 the diluted loss per share is equivalent to the basic loss per share. 

 

10.  FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS

 

All items held as fair value through profit or loss were designated as such upon initial recognition. Movements in investment at fair value through profit or loss are summarised as follows:

 

Quoted Investments


Year ended 31.12.2010

 

Year ended 31.12.2009



£

£





Opening cost


1,827,566

1,845,066

Opening unrealised gain/(loss)


 (1,120,843)

 (858,852)

Opening Valuation


      706,723

   986,214









Additions at cost


-

-

Disposal proceeds


-

(35,000)

Net profit/(loss) realised on disposal


-

17,500

Changes in fair value in the year


 (53,540)

 (261,991)



      653,183

   706,723





Closing cost


706,723

1,827,566

Closing unrealised gain/(loss)


 (53,540)

 (1,120,843)

Closing valuation


      653,183

      706,723


     


     

 

In May 2008, the Company acquired 21,915,861 ordinary shares in European Islamic Investment Bank Plc ("EIIB") for a total consideration of £1,845,066. EIIB is traded on the AIM of London Stock Exchange.  At 31 December 2010, the share price of EIB fell to 2.80 pence per share resulting to a loss arising from change in fair value made of £53,540.

 

The investment was determined by reference to market bid prices as at 31 December 2010.

 

11.  INVESTMENT IN SUBSIDIARY

     

         


Shares in Subsidiary

Loan to Subsidiary

Total

 

 


£

£

£

Cost 





At 1 January 2009


1

4,999

      5,000

Addition


                 -

__174

___174

At 31 December 2009


1

5,173

   5,174






Reclassification


               -

 (5,173)

(5,173)

At 31 December 2010


_______1

           -

        -






Provision   





At 1 January 2009 and 2010


 

                -

 

             -

 

            -

Charge


                -

             -

            -

At 31 December 2010


                -

_______-

          -






CARRYING VALUE





At 31 December 2010


               1

     -   

1

At 31 December 2009


               1

     5,173   

     5,174






 

      On 28 August 2007, the Company acquired 1 ordinary share capital of Primefold Pte Ltd ("Primefold"), a company registered in Singapore for SGD1 (£0.44). The acquisition comprises the total issued share capital of Primefold. Primefold subsequently changed its name to Tembusu Invest Pte Ltd ("TIPL"). TIPL has not started trading during the year. The Company has not prepared consolidated financial statements as TIPL is dormant and not material to be consolidated.

 

      In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in balance sheet.

 

      The details of the subsidiary are as follows:

 

Name of Company

County of Incorporation

Shareholdings

Principal Activity





Tembusu Invest Pte Ltd

Singapore

100%

Dormant

 

   

Name of Company        


Loss for the year

Aggregate capital and reserves



£

£

Tembusu Invest Pte Ltd


(1,315)

1,132

 

12.

TRADE AND OTHER RECEIVABLES

31.12.10

31.12.09



£

£










Prepayments

23,738

4,165



23,738

4.165





 

13.

CASH AND CASH EQUIVALENTS

31.12.10

31.12.09



£

£






Bank current accounts

    914,414

    1,096,189



    914,414

    1,096,189





 

14.

TRADE AND OTHER PAYABLES

31.12.10

31.12.09



£

£


Current:




Trade payables

    18,203

    20,950


Accrued expenses

    54,000

    11,800



    72,203

    32,750





      Trade payable and accruals principally comprise amounts outstanding for ongoing expenses

 

15.  CALLED UP SHARE CAPITAL

 

Authorised

Number

Class

Nominal       31.12.10

Value                      £

31.12.09

£





500,000,000

Ordinary

1p                5,000,000

5,000,000





Allotted, issued and fully paid








60,000,000

Ordinary

1p                   600,000

   600,000

 

 

16.  RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS AND RESERVES

 


Share

Capital

Share

Premium

Retained

Loss

 

Total


£

£

£

£






At 1 January 2009

    600,000

  2,504,061

(990,929)

2,113,132

Loss after tax for the year

              -

                 -

    (333,679)

   (333,679)






At 1 January 2010

600,000

2,504,061

 (1,324,608)

 1,779,453

Loss after tax for the year

              -

                 -

    (259,850)

  (259,850)



          



At 31 December 2010

    600,000

  2,504,061

 (1,584,458)

 1,519,603






 

17.  RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS

 


Year ended

31.12.10

Year ended 31.12.09


£

£




Loss before interest and tax

(261,328)

(355,505)

Provision for quoted investment

     53,540

   261,991


(207,788)

(93,514)




(Increase)/decrease in trade and other receivables

(14,870)

(1,665)

(Decrease)/increase in trade and other payables

  39,453

  (34,658)

Other income derived from written-off of payables

      1,389

             -




Cash generated from operations

(181,816)

(129,837)




 

18.  FINANCIAL COMMITMENTS

 

      Capital commitments

      There was no capital expenditure that had been contracted for at the balance sheet date but not yet incurred.

 

19.  RELATED PARTY TRANSACTIONS

 

      During the year, Total International Investments Limited paid on behalf of the Company £Nil (2009 - £24,189) in respect of corporate and administrative services to a third party. The total amount was reimbursed by the Company during the year. At the year end, there was no balance outstanding (2009 - £nil) due to Total International Investments Limited.

 

      During the year, the Company advanced a loan of £Nil (2009 - £174) to its subsidiary Tembusu Invest Pte Ltd, a company incorporated in Singapore. The balance outstanding at the yearend was £Nil (2009 - £5,174). The loan is interest free and has no fixed repayment date.

 

20.  CONTINGENT LIABILITIES

 

      The Company has no contingent liabilities arising in respect of legal claims arising from the ordinary course of business and it is not anticipated that any material liabilities will arise from the contingent liabilities other than those provided for.

 

21.  POST BALANCE SHEET EVENTS

 

      On 15 March 2011 the company issued 10,000,000 new ordinary shares of 2p each, raising £0.2m for working capital purpose.  As part of the Share issue, warrants to subscribe to 30,000,000 ordinary shares were issued.  The warrants 10,000,000 are excercisable at 4p, 10,000,000 are excercisable at 6p and 10,000,000 at 8p.

 

22.  ULTIMATE CONTROLLING PARTY

 

The parent company is Total International Investments Limited ("TIIL"), a company incorporated in the British Virgin Islands.  TIIL is owned by 3,373 shareholders mainly from Singapore and Malaysia. The consolidated financial statements for TIIL can be obtained from 120 Robinson Road #13-02, Singapore 068913.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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