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ANNUAL REPORT 2013

FLIGHT

PACKAGE
HOTEL

This document has been reviewed by the Companys Sponsor, RHT Capital Pte. Ltd., for compliance with
the relevant rules of the Singapore Exchange Securities Trading Limited (SGX-ST). The Companys
Sponsor has not independently verified the contents of this document. This document has not been
examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of
this document, including the correctness of any of the statements or opinions made or reports contained
in this document.
The details of the contact person for the Sponsor is Ms. Amanda Chen, Registered Professional,
Address: Six Battery Road, #10-01 Singapore 049909, Tel: (65) 6381 6757.

CONTENTS
CHAIRMANS
STATEMENT

PG. 2
INDUSTRY
ACCOLADES

PG. 7

BOARD OF
DIRECTORS

PG. 4

OPERATION
REVIEW

PG. 13
TRAVEL
PRODUCT
PERFORMANCE

PG. 16

PG. 15
MANAGEMENT
TEAM

PG. 20

PG. 6

OUR KEY
STRENGTHS

PG. 8

FIVE YEAR
FINANCIAL
SUMMARY

CORPORATE
ORGANIZATION
CHART

CORPORATE
INFORMATION

PG. 21

GLOBAL
NETWORK

PG. 18

2013 ANNUAL REPORT

CHAIRMANS
STATEMENT

The Group has reached


a cross road where it is
in a strong position to
fully focus on ramping
up marketing activities
and advertising to drive
revenue growth to return
the Group to profitability.

DEAR SHAREHOLDERS,

Business to Consumer

FY2013 was another challenging year for


Asiatravel.com Holdings Limited and its
subsidiaries (collectively the Group) due to
intense competition from global players entering
the Asia online travel space. In anticipation of
these challenges, the Group has launched its
dedicated online Business to Business (B2B)
wholesale business and the all-inclusive flight
package products in FY2013 and the move has
yielded positive results registering a year on year
56% revenue growth in B2B wholesale business.
Despite the encouraging growth, it was not
significant enough to fully mitigate the
negative impact from the loss in the
core online Business to Consumer
(B2C)
hotel
reservation
business
and
offline
wholesale business.

The Groups revenue was under pressure starting


from FY2011 due to intense competition in the
online B2C channel. In spite of this, the Group
continues to invest in human resource, expand
its hotel inventories, develop and upgrade its
reservation and sales platform and deepen its
operation network.
The Groups current operational infrastructure,
worldwide hotel inventory and integrated
reservation system for the full spectrum of travel
products has reached a stage of development
whereby the Group can expect to generate
significant revenue growth through aggressive and
effective advertisement spending and marketing
campaign to create awareness of the Groups
services. The Group is gearing up to increase
the Advertising & Promotion (A&P) spending

2013 ANNUAL REPORT

CHAIRMANS
STATEMENT

to S$20 million in FY2014 to scale up its revenue


significantly. In the fourth quarter of FY2013
(4Q2013), the Group stepped up its online
marketing activities and embarked on advertising
on meta search engines targeting global markets.
These activities have resulted in the increase in the
Groups core online B2C hotel reservation revenue
by S$1.47 million in 4Q2013, compared to 4Q2012.
The Group has recently launched a new brand
www.thehotels.com to spearhead its worldwide
hotel reservation growth. This site will be promoted
heavily in FY2014.

Business to Business
The Groups online B2B business grew at 42%
from FY2012 to FY2013. Coupled with the organic
growth in our core Asian network, the Group will
start integration development in January 2014 with
Global Distribution Systems (GDS) reaching in
excess of 110,000 travel agents worldwide whom
will be using the new platform to tap on our services.
With the completion of integrations, our B2B
online channel will have a significant global reach.
To support the expected increase in demand on
our B2C and B2B channels, we are working on
increasing our hotel inventories from the current
140,000 worldwide hotels and resorts to 200,000
by end of FY2014.
The Group has reached a cross road where it
is in a strong position to fully focus on ramping
up marketing activities and advertising to drive
revenue growth to return the Group to profitability.

The Group has raised S$8.00 million on 28


October 2013 through a placement of 40 million
new shares at S$0.20 each to Beijing Toread
Outdoor Products Co., Ltd (Toread), a listed
company on the Shenzhen Stock Exchange.
The Group is working with Toread to leverage on
Toreads vast number of retail outlets and online
presence to target the huge Peoples Republic of
China (PRC) outbound and domestic travellers.
Finally, I am pleased to report that we have been
awarded several prestigious awards this year:
1) Won Best Online Travel Agency 2013
awarded at the 24th Annual TTG Travel Awards
2013; and
2) Asias Best Employer Brand Awards 2013
by the Employer Branding Institute and
World HRD Congress & Stars of the Industry
Group. This marked two consecutive years of
Asiatravel being awarded this title: 2012 and
2013.
We would also like to take this opportunity to thank
our customers, suppliers and vendors, business
partners and associates, employees and key
stakeholders for supporting us to maintain our
position as one of the leading Pan-Asia online
travel groups.

BOH TUANG POH


Executive Chairman

2012 ANNUAL REPORT

BOARD OF
DIRECTORS

01

BOH TUANG POH

BOH TUANG POH

is our Executive Chairman and Chief


Executive Officer and is responsible for setting corporate
policy, directions and business strategy. He founded Asiatravel
in 1995. Mr Boh was bestowed The Tourist Entrepreneur of
the Year 2002.

SHENG FAQIANG was appointed as Non-Executive Director of Asiatravel.


com Holdings Limited on 23 December 2013. He is a member of the Audit
Committee, Nomination and Remuneration Committees. He graduated with an
EMBA from Tsinghua University in BeiJing and has over 15 years of experience
in the outdoor products industry. Mr Sheng founded BeiJing Toread Outdoors
Products Co.,Ltd. in 1999, which was listed on ChiNext of Shenzhen Stock
Exchange in 2009, and he is also the Chairman of BeiJing Toread Outdoors
Products Co.,Ltd. Mr Sheng was bestowed The most respected chairman of
Chinese listed companies in 2013.

03

HENG SU-LING MAE

02

SHENG FAQIAN

HENG SU-LING MAE

is our Independent Non-Executive Director since


2012. She is the Chairperson for the Audit and Remuneration Committees and
a member of the Nomination Committee. Mae is also an Independent NonExecutive Director of Malaysian listed Apex Healthcare Berhad and Singapore
listed Ossia International Limited. Mae graduated with a Bachelor of Accountancy
from Nanyang Technological University, Singapore in 1991 and is a member of the
Institute of Certified Public Accountants. She has over 16 years of experience in an
audit, corporate finance and business advisory environment with Ernst and Young
Singapore. She is currently a Director of her family-owned investment holding
companies, Drew and Lee group of companies.

TAN KHENG LEE ARNOLD is our Independent Director since 2005 and
is also the Chairman of the Nominating Committee and a member of the Audit
and Remuneration Committees. He is currently a Partner in Rajah & Tann, a law
firm in Singapore and practices in the area of corporate and commercial law. He
graduated in 1988 and holds an honours degree in law from the London School
of Economics, University of London and is a Barrister-at-law of Middle Temple.

04

TAN KHENG LEE ARNOLD

BEYOND THE HORIZON

ASIATRAVEL.COM

THAILAND
TOUR PACKAGES + HOTEL + FLIGHTS

2013 ANNUAL REPORT

CORPORATE
ORGANIZATION CHART

asiatravel.com
HOLDINGS LTD, SINGAPORE

AT Reservation
Network Pte Ltd
SINGAPORE

100%

Asia Travel Network Ltd


HONG KONG

100%
Asia Middle East
Tours & Travel LLC
UAE

100%

AT Phil. Inc
PHILIPPINES

AT Chinese (HK) Ltd


CHINA

100%

100%

Asiatravel Online
Sdn Bhd
MALAYSIA

AT Network Co Ltd
THAILAND

100%

100%

SH Tours Pte Ltd


SINGAPORE
(Inbound Ground
Handling)

100%

AT Express Pte Ltd


SINGAPORE
(Wholesale)

50%

Free N Easy Travel Pte Ltd


SINGAPORE
(China outbound)

50%

AT Express Reservation
Private Limited
INDIA

100%

China Branches
Beijing, Shanghai, Guangzhou
Nanjing, Chengdu

GROUP OF COMPANIES
Corporate
Office

Consumer
Online Units

Ground
Handling Units

Wholesale
Units

China
Outbound Units

2013 ANNUAL REPORT

INDUSTRY
ACCOLADES
AWARDS

received through the years are a testament to Asiatravel


and managements contributions to the industry.

asiatravel.com

2013

Best Employer
Award 2013

TTG Travel Awards 2013 and


Best Online Travel Agent Award 2013

2011
Business
Superbrands
Award 2012

Singapore
Prestige
Brand Award
Regional
Brand 2011

2009 - 2012
Most
Transparent
Company
Award in
the Catalist
category at the
SIAS Investors
Choice Awards
2009 - 2012

2012

Asias
Best Brand
Award 2012

Best
Employer
Award 2012

2013 ANNUAL REPORT

OPERATION
REVIEW

IATA-Licensed Office

Moscow

Singapore
Hong Kong
China
Thailand
Philippines

UAE

GEOGRAPHICAL
MAP OF OFFICE NETWORK
On-the-ground presence
in 17 countries across
Asia-Pacific, Middle-East
and Europe.

Dubai

2013 ANNUAL REPORT

OPERATION
REVIEW
Russia

Beijing

Korea

China
Seoul

Tokyo

Nanjing

Chengdu

Japan
Shanghai

New Delhi

Hanoi

Myanmar
Laos
Yangon

Taiwan
Hong Kong

Vientiane

Manila

Thailand

Philippines
Vietnam

Malaysia
Colombo

Taipei

Guangzhou

India

Cebu

Bangkok

Kuala Lumpur

Sri Lanka
Singapore

Singapore
Batam

Male

Maldive
Jakarta

Surabaya

Indonesia

Ground Presence

Partner Office Location

MARKET PENETRATION

Own Office Location

Asiatravels brand is present in 17 countries - it has local websites and offices set up in Singapore, Malaysia,
Thailand, the Philippines, Indonesia, Hong Kong, China, India, Cambodia, Vietnam and United Arab
Emirates; as well as partner offices spanning Japan, South Korea, Taiwan, Sri Lanka, Vietnam, Laos, India,
the Maldives and Russia.

10

2013 ANNUAL REPORT

OPERATION
REVIEW
Asiatravel.com Holdings Limited
and
its
subsidiaries (collectively Asiatravel or Group)
form the largest independent publicly listed PanAsia online travel reservation service provider. The
Group has a wholly-owned network of operation
and customer service offices in 12 countries Singapore, Cambodia, China, Hong Kong, India,
Indonesia, Malaysia, Myanmar, Philippines,
Thailand, United Arab Emirates (UAE) and
Vietnam. It also has partner offices in Japan, Laos,
South Korea, the Maldives, Myanmar, Russia and
Sri Lanka.
Established in 1995 as an online hotel reservation
company, Asiatravel.com was listed on the
Singapore Stock Exchange since 2001. The
Groups website Asiatravel.com has a brand
presence in over 17 countries and available in
11 languages - English, Traditional & Simplified
Chinese, Thai, Bahasa Indonesia, Japanese,
Korean, French, German, Spanish and Arabic.
Asiatravel.com offers a reliable One-Stop-Service
for travellers to find the best value for their flights,
hotel rooms, holiday packages, sightseeing tours
as well as theme park tickets. The Group has
a selection of over 140,000 hotels and resorts
worldwide, promotional airfares for over 400
major airlines and over 600,000 tours and travel
packages. Its two core brands are Asiatravel.com
and TAcentre.com.
All its travel products are available online 24/7
with real-time prices, instant confirmation and lastminute availability. Moreover, travellers also enjoy
cash rewards the more they book with Asiatravel.
com. Asiatravel is the specialist of Asian content
for leisure and business travellers, corporations
and travel agencies.

FINANCIAL REVIEW
The Groups revenue decreased by
4.6% (S$4.15 million) to S$86.25
million for the financial year
ended 30 September 2013
(FY2013) when compared
to S$90.40 million in the
previous financial year
ended 30 September
2012(FY2012).

The decrease in the Groups revenue of S$4.15


million was mainly due to the following:
1) Offline wholesale business revenue decreased
by S$9.21 million mainly due to the closure
of one of its top selling hotels for rebuilding.
The wholesale business revenue is expected
to recover when the hotel rebuilding is
completed.
2) Core online business to consumer (B2C)
hotel reservation commission (Agency Model)
revenue decreased by S$1.51 million due to
intense competition.
3) Decreased revenue from hotel promotion
contracts amounting to S$0.38 million was
mainly due to slow down in signing of contracts
with hotels on the concern of clearance of the
barter rooms inventory as the Group core B2C
hotel reservation business is under intense
competition. As the Group improves on its core
business removing the concern on clearance,
the Group will step up signing new contracts.
The reduction in the Groups revenue was partially
offset by the increase in revenue contributed by
the following businesses:
1) Revenue from the Groups core online B2C
hotel reservation business from prepaid
bookings (Merchant Model) increased by
S$1.98 million mainly due to increase of new
hotel inventories and destinations; and
2) Revenue from the Groups B2B business
(TAcentre.com) and flight packages increased
by S$4.97 million equivalent to a revenue
growth rate of 56%.
The Groups gross profit decreased by S$2.98
million. This was mainly due to the following:
1) Offline wholesale business decreased by
S$1.57 million;
2) Core online B2C hotel reservation business
decreased by S$1.55 million due to intense
competition; and
3) Hotel promotion business decreased by S$0.31
million.

11

2013 ANNUAL REPORT

OPERATION
REVIEW
The decrease in the Groups gross profit was
partially offset by the increase in gross profit from
B2B business (TAcentre.com) and flight packages
of S$0.45 million.
The Groups B2B business (TAcentre.com) and
flight packages products business registered
revenue contribution and growth of 56% for
FY2013 as compared to FY2012. Despite the
encouraging growth, it was not significant enough
to fully mitigate the negative impact from the loss
in the core online B2C hotel reservation business
and offline wholesale business.
The Groups other operating expenses decreased
by S$0.33 million and salaries and employee
benefit decreased by S$0.49 million resulting in
total savings of S$0.82 million, mainly due to the
Groups continuing effort with its cost reduction
exercise and realignment of the Groups business
operations.

BUSINESS REVIEW
The Group has raised S$8.00 million on 28
October 2013 through a placement of 40 million
new shares at S$0.20 each to Beijing Toread
Outdoor Products Co., Ltd (Toread), a listed
company on the Shenzhen Stock Exchange.
The Group is working with Toread to leverage on
Toreads vast number of retail outlets and online
presence to target the huge Peoples Republic of
China (PRC) outbound and domestic travellers.
The Group has reached a cross road where it
is in a strong position to fully focus on ramping
up marketing activities and advertising to drive
revenue growth to return the Group to profitability.
The Groups revenue was under pressure starting
from financial year ended 30 September 2011
(FY2011) due to intense competition in the online
business to consumer (B2C) channel. In spite
of this, the Group continues to invest in human
resource, expand its hotel inventories, develop
and upgrade its reservation and sales platform and
deepen its operation network.
The Groups online B2B business grew at 42%
from FY2012 to FY2013. Coupled with the organic
growth in our core Asian network, the Group will
start integration development in January 2014 with

Global Distribution Systems (GDS) reaching in


excess of 110,000 travel agents worldwide whom
will be using the new platform to tap on our services.
With the completion of integrations, our B2B
online channel will have a significant global reach.
To support the expected increase in demand on
our B2C and B2B channels, we are working on
increasing our hotel inventories from the current
140,000 worldwide hotels and resorts to 200,000
by end of financial year ended 30 September 2014
(FY2014).
In the fourth quarter of FY2013 (4Q2013), the
Group stepped up its online marketing activities
and embarked on advertising on meta search
engines targeting global markets. These activities
have resulted in the increase in the Groups core
online B2C hotel reservation revenue by S$1.47
million and online B2B (TAcentre.com) and flight
package by S$1.42 million for the 4Q2013 as
compared to the corresponding period in FY2012.
The Groups operating expenses of S$23.59 million
in FY2013 which include non-cash item such as
amortization and depreciation have stabilized due
to the Groups continuing efforts in maximizing
operational efficiency. At this level of operating
expense excluding advertising & promotion
(A&P), the Group is able to sustain its operations
and significantly scale up its revenue.
In the past years, the Groups A&P and marketing
expenses were approximately S$2 million per
year. The Group is gearing up to increase the A&P
spending to S$20 million in FY2014. The Groups
deferred income from forward bookings as at
end of FY2013 stands at S$4.17 million and are
expected to increase as the Group scales up its
revenue significantly.
The Group has recently launched a new brand
www.thehotels.com to spearhead its worldwide
hotel reservation growth. This site will be promoted
heavily in FY2014.
With plan to significantly ramp up the Groups A&P
and marketing expenses to strengthen its market
position, the Group, barring any unforeseen
circumstances, is working towards growing its
revenue significantly and returning to profitability.

12

2013 ANNUAL REPORT

OPERATION
REVIEW
TRANSFER,
TOURS &
SIGHTSEEING

THEME
PARK
ATTRACTIONS

HOTELS

TOURS &
PACKAGES

FLIGHTS
INSURANCE
& VALUE ADDED
SERVICES

CRUISE
& GOLF

MULTI-CURRENCY
PAYMENT GATEWAY

INSTANT CONFIRMATION

FULFILLMENT

Asiatravel.com
has three core pr
oducts of Hotels,
Flights and To
urs & Packages
, which can be
combined in an
y way to satisfy
our customers
needs. In addition
, the company off
ers sightseeing
tours, insurance
, golf, cruise an
d other value
added services.
These products
and services ar
available with
e
multi-currency
payment options
and instant confi
rmation.

13

2013 ANNUAL REPORT

OUR KEY
STRENGTHS
MULTI-CHANNEL DISTRIBUTION NETWORK

HOTELS

FLIGHTS

FLIGHT
PACKAGES

TOURS
&
PACKAGES

B2C

PROMOTION
SERVICES

B2B

Online Consumers

Wholesaling Network

atCrazy.com (Group Buying)

Travel Agencies Websites

Hotel & Affiliates Websites

Concierges
Hotel Tour Desks
Bank And Redemption Programs

GREAT EXPERIENCE

ASIATRAVEL.COM

15

2013 ANNUAL REPORT

FIVE YEAR
FINANCIAL SUMMARY
(in S$ million except per share data)
FISCAL YEAR (END SEP)

FY2009

FY2010

FY2011

FY2012

FY2013

71.6

82.8

103.3

91.4

87.1

5.5

1.6

-1.6

-3.8

-5.7

Basic EPS (cents)

2.88

0.73

-0.66

-1.55

-2.37

Diluted EPS (cents)

2.66

0.71

-0.66

-1.55

-2.37

5.9

10.5

10.0

4.6

3.9

Shareholders Equity

21.2

30.8

29.2

24.9

19.4

Total Assets

34.6

53.8

49.2

41.9

39.1

INCOME STATEMENT
Revenues
Profit Attributable to Equity Holders

BALANCE SHEET
Cash and Cash Equivalents

TRAVEL PRODUCT ONLINE SALES PERFORMANCE


Hotel - Number of Room Nights

591,702

579,008

600,616

469,923

421,719

Flights - Number of Air Tickets

23,318

23,105

23,467

22,301

23,092

126,922

263,068

225,477

240,513

Tours & Packages - Number of Pax

16

2013 ANNUAL REPORT

TRAVEL PRODUCT
PERFORMANCE
TOUR PACKAGES + HOTEL + FLIGHTS

HOTEL NO. OF ROOM NIGHTS SOLD ONLINE


700,000
600,000

591,702

579,008

600,616

500,000

469,923

400,000

421,719

300,000
200,000
100,000
0

FY2009

FY2010

FY2011

FY2012

FY2013

17

2013 ANNUAL REPORT

TRAVEL PRODUCT
PERFORMANCE
FLIGHTS - NO. OF AIR TICKETS SOLD ONLINE
30,000
25,000

23,318

23,105

23,467

FY2009

FY2010

FY2011

22,301

23,092

20,000
15,000
10,000
5,000
0

FY2012

FY2013

TOURS & PACKAGES NO. OF PAX SOLD ONLINE


300,000
263,068

250,000

225,477

240,513

200,000
150,000

126,922

100,000
50,000
0

FY2010

FY2011

FY2012

FY2013

18

2013 ANNUAL REPORT

GLOBAL
NETWORK
SINGAPORE CORPORATE OFFICE:

THAILAND:

Asiatravel.com Holdings Ltd


615 Lorong 4 Toa Payoh
#01-01 Storhub Singapore 319516
Tel : (65) 6732 6773
Fax : (65) 6732 1226

AT Network Co. Ltd.


Lumpini Tower, 1168/44 18th Floor Rama 4 Road,
Tungmahamek, Sathorn Bangkok 10120, Thailand
Tel (8 lines) : (662) 677 6240-5
Fax (2 lines) : (662) 677 6246-7

SINGAPORE MAIN RESERVATION OFFICE:

PHILIPPINES:

AT Reservation Network Pte Ltd


615 Lorong 4 Toa Payoh
#01-01 Storhub Singapore 319516
Tel : (65) 6235 2498, 6887 4347
Fax : (65) 6235 7620

AT Phil., Inc
G/F, Edgardo Angara Wing,
IBP Bldg., Jade Street, Ortigas Center,
Pasig City, Metro Manila 1605 Philippines
Tel : (632)634-4220/40/60, (632) 635-5099,
Fax : (632) 635-6699, 910-4206

SINGAPORE TOUR DIVISION:


SH Tours Pte Ltd
615 Lorong 4 Toa Payoh
#01-01 Storhub Singapore 319516
Tel : (65) 6734 9923
Fax : (65) 6738 7955

SINGAPORE WHOLESALER:
AT Express Pte Ltd.
615 Lorong 4 Toa Payoh
#01-01 Storhub Singapore 319516
Tel : (65) 6734 3933
Fax : (65) 6235 3933

MALAYSIA:
Asiatravel Online Sdn Bhd
Patent House
148-03, 3rd Floor
Jln Bukit Bintang 55100
Kuala Lumpur
Tel : 603 - 2143 6555
Fax : 603 - 2143 6558

PHILIPPINES - CEBU BRANCH:


Lobby, Waterfront Airport Hotel
1 Airport Road, Lapu-Lapu City,
Cebu, Philippines
Tel : (6332) 341-20-35
Fax : (6332) 341-20-36

DUBAI:
Asia Middle East Tours & Travel LLC
Unit 701 Al Zarooni Bldg, Al Rigga Road, Deira
PO Box 112758 Dubai, United Arab Emirates
Tel : (+971 4) 250 2250
Fax : (+971 4) 250 2252

INDIA:
AT Express Reservation Pvt. Ltd.
511, Prakashdeep Building 7,
Tolstoy Marg, Cannaught Place,
New Delhi 110 001
Tel : (9111) 4520 3000
Fax : (9111) 4520 3001

19

2013 ANNUAL REPORT

GLOBAL
NETWORK
HONG KONG:

CHINA:

Asia Travel Network Ltd


7/F, Kundamal House, 4, Prat Avenue
Kowloon Hong Kong
Tel : (852) 2736 0922
Fax : (852) 2405 0922

FreeNEasy Travel Pte Ltd - Nanjing Branch


288 East Zhongshan Rd,
Baixia District, New Century Plaza,
Block A, #1606, Nanjing PC 21002
Tel : 025-58782620
Fax : 025-58782630

CHINA:
Asia Travel Shanghai Office
333 Jiu Jiang Road
1905, Finance Square Building,
Shanghai 200001, China
Tel : (86-21) 6322 3855
Fax : (86-21) 6322 9542, 6360 0967

FreeNEasy Travel Pte Ltd - Chengdu Branch


1 Fuxing Road,
1809, Huamin Empire Plaza,
Chengdu, PC 610016
Tel : 028-8200 3900
Fax : 028-8670 3340

Asia Travel Beijing Office


SOHO Shangdu,
West Block Level 1 Unit 1136A,
Dong Da Qiao Rd
Chaoyang District, PC 100022
Tel : 010-58697754
Fax : 010-58697634

FreeNEasy Travel Pte Ltd - Shanghai Branch


333 Jiu Jiang Road
1907, Finance Square Building,
Shanghai 200001, China
Tel : 021-63603633
Fax : 021-63604540

FreeNEasy Travel Pte Ltd - Guangzhou Branch


233 Tianhe North Road,
218 Sky Galleria, Citic Plaza, Guangzhou
Tel : 020-3877 2345
Fax : 020-3891 1002
233 Tianhe North Road,
K06 Sky Galleria , Citic Plaza, Guangzhou
Tel : 020-3891 2580
Fax : 020-3877 2565
FreeNEasy Travel Pte Ltd - Beijing Branch
SOHO Shangdu,
West Block Level 1 Unit 1136, Dong Da Qiao Rd
haoyang District, PC 100022
Tel : 010-58697754
Fax : 010-58697634

FreeNEasy Travel Pte Ltd - Call Centre


1 Lin He Xi Road West,Tian He,
Level 36 D.E.F, Guangzhou International
Trader Center, Guangzhou
Hotline : 400-830 2353 / 020-8513 3888
Fax : 020-8513 3999

20

2013 ANNUAL REPORT

MANAGEMENT
TEAM
YEO WEE TIANG, MAGDALENE

ANG YEN LENG, CHELYN

Executive Vice President of Operations for


Singapore, Malaysia, China, Indo-China,
India and Sri Lanka, Multi Media Division,
and Product Development

Chief Financial Officer

YEO WEE KHIM, LISA


Senior Vice President, Group Operations

NICOLAS J. ROCHA
Senior Vice President for Philippines,
Europe and USA

FRED SEOW
Vice President of Marketing

FRANCIS R. ASUNCION
Assistant Vice President for Thailand

DAVID BOH
Project Director

TSUI LAM SUM, SAM


Senior Vice President of Operations
for Hong Kong and Macau

TAN HWA POH


Chief Executive Officer, AT Express Pte Ltd

RUSSELL C. GONZALES
Assistant Vice President for Middle-East

PIERRE ALAIN MOREL


IT Director

DUANGRAT HUAYHONGTHONG
General Manager for Thailand

ALLEN CHEW
Head of Internal Audit & Compliance

CATHERINE KHNG
Assistant General Manager of SH Tours Pte Ltd

REACHING THE SUMMIT

ASIATRAVEL.COM

21

2013 ANNUAL REPORT

CORPORATE
INFORMATION
BOARD OF DIRECTORS

REGISTERED OFFICE

Executive Officer)

615 Lorong 4 Toa Payoh


#01-01 Storhub
Singapore 319516
Tel : 6732 6773
Fax : 6732 1226
Email : info@asiatravel.com

Executive:
Boh Tuang Poh
(Executive Chairman and Chief

Non-Executive:
Sheng Faqiang (Non-Executive Director)
Mae Heng Su-Ling (Independent)
Arnold Tan Kheng Lee (Independent)

AUDIT COMMITTEE
Mae Heng Su-Ling (Chairman)
Arnold Tan Kheng Lee
Sheng Faqiang

REMUNERATION COMMITTEE
Mae Heng Su-Ling (Chairman)
Arnold Tan Kheng Lee
Sheng Faqiang

NOMINATING COMMITTEE
Arnold Tan Kheng Lee (Chairman)
Boh Tuang Poh
Mae Heng Su-Ling
Sheng Faqiang

COMPANY SECRETARY
Wan Tiew Leng Lynn

REGISTRAR AND SHARE TRANSFER OFFICE


Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623

AUDITORS
Ernst & Young LLP
One Raffles Quay
North Tower, Level 18
Singapore 048583

PARTNER-IN-CHARGE
Low Bek Teng
(Date of appointment: Since financial
year ended 30 September 2011)

BANKERS
Citibank N.A.
DBS Group Holdings Limited
United Overseas Bank Limited
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VISIT ASIATRAVEL.COM FOR MORE!

58

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE
Asiatravel.com Holdings Ltd (the Company) is committed to high standards of corporate governance
by complying with the principles and guidelines of the Code of Corporate Governance 2005 (2005
Code) to ensure investor confidence and to provide greater transparency.
Whilst the revised Code of Corporate Governance 2012 (2012 Code) will not be applicable to the
Company until its financial year commencing 1 October 2013, the Company has stepped up its
efforts to be in compliance with the guidelines in the 2012 Code for the new financial year ending
30 September 2014.
Unless otherwise stated, this report describes the Companys corporate governance practices and
activities for the financial year ended 30 September 2013.

BOARD MATTERS
The Boards Conduct of Affairs
Principle 1:

Every company should be headed by an effective Board to lead and control the
company. The Board is collectively responsible for the success of the company.
The Board works with Management to achieve this and the Management remains
accountable to the Board.

The Board of Directors (the Board) of the Company is primarily responsible for the protection and
enhancement of long-term value and returns for the shareholders and the overall management of
the Company and its subsidiaries (the Group).
The Board sets the overall business directions, provides guidance on the Groups strategic plans,
with particular attention paid to the growth and financial performance, and oversees the performance
of Management. Additionally, the Board is responsible for decision-making in respect of the following
corporate actions:

To approve the broad policies, strategies and financial objectives of the Group and monitoring
the performance of management;

To oversee the processes for evaluating the adequacy of internal controls, risk management,
financial reporting and compliance;

To approve the nominations of board directors and appointment of key personnel;

To approve major funding proposals, investment and divestment proposals;

To ensure that the Company meets good corporate governance standards; and

To review the Companys financial performance and determine the compensation of senior
management.

To facilitate effective management, certain functions of the Board have been delegated by the Board
to various Board Committees, namely the Audit Committee, the Nominating Committee and the
Remuneration Committee, each with its own terms of reference.

59

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
The Board meets at least four times each financial year, with optional meetings scheduled if there are
matters requiring the Boards decision at the relevant times. During the financial year under review,
the number of meetings held and attended by each member of the Board and Board Committees
are as follows:
TYPE OF MEETINGS
Names

AUDIT
COMMITTEE

BOARD

NOMINATING
COMMITTEE

REMUNERATION
COMMITTEE

No. of
No. of
No. of
No. of
No. of
No. of
No. of
No. of
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Held
Attended
Held
Attended
Held
Attended
Held
Attended

Boh Tuang Poh

4
4

Tan Kheng Lee Arnold

Patrick Ngiam Mia Je


(Retired on 31 January 2013)

Chong Chin Fan


(Resigned on 1 October 2013)

Heng Su-Ling Mae

Board Composition and Guidance


Principle 2: There should be a strong and independent element on the Board, which is
able to exercise objective judgement on corporate affairs independently, in
particular, from Management. No individual or small group of individuals should
be allowed to dominate the Boards decision making.
The Board now comprises the following members:Executive Director:
Boh Tuang Poh
Non-Executive Directors:
Sheng Faqiang (Appointed on 23 December 2013)
Patrick Ngiam Mia Je (Retired on 31 January 2013)
Non-Executive Independent Directors:
Heng Su-Ling Mae
Tan Kheng Lee Arnold
Chong Chin Fan (Resigned on 1 October 2013)
The Board as a group has core competencies in accounting and finance, management and strategic
planning, legal and industry knowledge.
The Board has reviewed its size and is satisfied that the current size of four (4) Directors is appropriate
taking into consideration the nature and scope of the business as well as the current and future
plans of the Group.
The Board comprises two (2) independent Directors who represent more than one-third of the Board.

60

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
Chairman and Chief Executive Officer
Principle 3: There should be a clear division of responsibilites at the top of the company
the working of the Board and the executive responsibility of the companys
business which will ensure a balance of power and authority, such that no
one individual represents a considerable concentration of power.
Mr Boh Tuang Poh is the Executive Chairman and the Chief Executive Officer (CEO) of the Company.
Being CEO and the most senior executive in the Company, Mr Boh bears executive responsibility
for the Groups business on a day-to-day basis.
Mr Boh, as Executive Chairman, is responsible for the functions of the Board, ensures that Board
Meetings are held when necessary and sets the agenda of the Board Meetings in consultation
with the other Directors and Management. The Chairman also reviews the Board papers before
presenting to the Board and ensures that the Board members are provided with complete, adequate
and timely information.
The Non-Executive Directors have demonstrated a high degree of commitment in their role as directors
and have ensured that there is a good balance of power and authority in the Board. In this respect,
the Board is of the view that there is no need for the role of the Chairman and CEO to be separated.

Board Committees
Board Membership
Principle 4:

There should be a formal and transparent process for the appointment of new
directors to the Board.

The Nominating Committee (NC) comprises the following members:Tan Kheng Lee Arnold (Chairman)
Heng Su-Ling Mae
Boh Tuang Poh
Sheng Faqiang (Appointed on 23 December 2013)
Chong Chin Fan (Resigned on 1 October 2013)
The NC serves to provide a formal, transparent and objective procedure for appointing Board members
and evaluating each Board Members performance.
The NCs responsibilities include:
a)

establishing procedures for and making recommendations to the Board on all Board
appointments and re-appointments;

b)

identifying gaps in the mix of skills, experience and other qualities required in an effective
Board and nominate or recommend suitable candidate(s) to fill these gaps;

c)

reviewing re-nominations, having regard to the directors contribution and performance;

d)

deciding whether a director is able to carry out and has been adequate in carrying out his
duties as a director, where he has multiple board representations;

61

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
e)

determining on an annual basis whether a director is independent, based on the 2005 Codes
guidelines of what constitutes an independent director;

f)

assessing the effectiveness of the Board as a whole and the contributions by each individual
director to the effectiveness of the Board, based on the procedures and objective performance
criteria for the evaluation of the Boards performance established by the NC and approved
by the Board; and

g)

ensuring that all appointees to the Board undergo appropriate orientation programmes.

In determining the independence of the Directors, the NC requires all Directors to complete and
return a Declaration of Independence on an annual basis and submitted to the NC for its review.
The NC reviews and assesses candidates for directorship before making recommendations to the
Board. In recommending new directors to the Board, the NC takes into consideration the skills and
experience and the current composition of the Board, and strives to ensure that the Board has an
appropriate balance of independent directors as well as directors with the right profile of expertise,
skills, attributes and ability.

Board Performance
Principle 5: There should be a formal assessment of the effectiveness of the Board as a
whole and the contribution by each director to the effectiveness of the Board.
The NC, in considering the nomination of any director for re-election, considers the contribution of
the director, which includes his qualifications, experience, area of expertise, time and effort devoted
to the Companys affairs, attendance and participation at Board and Board committee meetings.
In assessing the Boards performance as a whole, both quantitative and qualitative criteria would
be adopted, including return of equity, the success of strategic and long-term objectives set by the
Board, the effectiveness of the Board in monitoring Managements performance against the goals
that have been set by the Board, attendance record at the Board and Board Committees meetings,
intensity of participation at meetings, the quality of interventions and any special contributions.
The NC has recommended the nomination of the Directors retiring by rotation under the Companys
Articles of Association at the forthcoming Annual General Meeting (AGM), for re-election.
The Board, based on the recommendations of the NC, has ensured that directors appointed possess
the background, experience and knowledge critical to the Groups business and each director, through
his or her unique contributions, brings to the Board an independent and objective perspective to
enable balanced and well-considered decision to be made.

Access to Information
Principle 6:

In order to fulfill their responsibilities, Board members should be provided with


complete, adequate and timely information prior to board meetings and on an
on-going basis.

In order to ensure that the Board is able to fulfill its responsibilities, the Management circulates
information and reports for the Boards review and consideration within a reasonable period prior
to the Board meetings and as and when the need arises. Information and reports submitted to the
Board are detailed, complete, adequate and include background and justification for each proposal or
mandate sought and updates on operational and financial performance of the Group. The Board has
separate and independent access to the Companys senior management and Company Secretary
at all times.

62

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
Should the Directors, whether as a group or individually, require independent professional advice, a
professional advisor would be selected by the Company. Alternatively, an individual Director would be
appointed to render the advice. The cost of such professional advice will be borne by the Company.
The Company Secretary attends all Board Meetings and is responsible for ensuring that Board
procedures are followed. It is the Company Secretarys responsibility to ensure that the Company
complies with the requirements of the Companies Act, Chapter 50. The Company Secretary assists
senior management in ensuring that the Company complies with all other rules and regulations,
which are applicable to the Company.

REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7: There should be a formal and transparent procedure for developing policy on
executive remuneration and for fixing the remuneration packages of individual
directors. No director should be involved in deciding his own remuneration.
The Remuneration Committee (RC) comprises the following members:Heng Su-Ling Mae (Chairman)
Tan Kheng Lee Arnold
Sheng Faqiang (Appointed on 23 December 2013)
Patrick Ngiam Mia Je (Retired on 31 January 2013)
Chong Chin Fan (Chairman) (Resigned on 1 October 2013)
Heng Su-Ling Mae, a member of the RC, re-designated as Chairman of RC with effect from
23 December 2013.
The objective of the RC is to provide a formal, transparent and objective procedure for fixing
remuneration packages of individual directors and senior management to ensure that the level of
remuneration paid by the Company serves to attract, retain and motivate the employees needed to
manage the Company and the Group effectively.
The RC is also responsible for implementing and administering the Asiatravel.com Share Option
Scheme 2011 and Asiatravel.com Performance Share Plan (collectively Schemes), which give
recognition to the contributions made by confirmed full-time employees and directors. No director is
involved in determining his own remuneration.
The RCs responsibilities include:
a)

providing a formal, transparent and objective procedure and to make recommendations to


the Board with regard to the remuneration of Executive Directors and key executives and
ascertaining that they are fairly remunerated, to attract, retain and motivate the employees
needed to manage the Company effectively;

b)

formulating the framework of the remuneration for directors and key executives, taking into
account comparability of standards within the industry and with other companies;

63

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
c)

ensuring that any performance-related element of remuneration should incorporate meaningful


measures of assessing the Companys performance and the performance of the individual
executive director and CEO; and

d)

implementing and administering the Schemes, and attending to any matters pertaining to
the Schemes.

The RC seeks expert advice from external consultants whenever required.

Level and Mix of Remuneration


Principle 8:

The level of remuneration should be appropriate to attract, retain and motivate


the directors needed to run the company successfully but companies should
avoid paying more than is necessary for this purpose. A significant proportion
of executive directors remuneration should be structured so as to link rewards
to corporate and individual performance.

The RC will determine the remuneration package for Executive Director based on the performance
of the Group and the directors fees payable to the Non-Executive Directors, which will be based
on effort, time spent and responsibilities of each individual director. Thereafter the Directors fees
are recommended to the Board for recommendation to the shareholders for approval at the AGM.

Disclosure on Remuneration
Principle 9: Each company should provide clear disclosure of its remuneration policy,
level and mix of remuneration, and the procedure for setting remuneration
in the companys annual report. It should provide disclosure in relation to
its remuneration policies to enable investors to understand the link between
remuneration paid to directors and key executives, and performance.
The Company has adopted a remuneration policy for staff comprising a fixed component (in the form
of a base salary) and a variable component, which is in the form of a variable bonus that is linked
to the Companys and the individuals performance. Another element of the variable component is
the grant of share options to staff under the Scheme.
A breakdown of the remuneration of the Directors and 5 key executives (who are not directors) for
the financial year ended 30 September 2013 is appended below. There are no employees of the
Group who are immediate family members of a director or the CEO and whose remuneration exceeds
S$150,000 during the financial year ended 30 September 2013.
Number of directors of the Company in remuneration/fee bands:
2013

2012

S$500,000 and above

Below S$250,000

S$250,000 to S$499,999

1
4

1
5

64

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
Remuneration/fees of directors for the year ended 30 September 2013
Name of directors
S$500,000 and above
S$250,000 to S$499,999
Boh Tuang Poh
Below S$250,000

Ngiam Mia Je Patrick (Retired on 31 January 2013)

Total

NIL

NIL

NIL

100%

NIL

100%

100%

NIL

Chong Chin Fan (Resigned on 1 October 2013)


Heng Su-Ling Mae

Name of participant

Directors Fee

NIL

Tan Kheng Lee Arnold

Directors of the Company :

Salary

100%

NIL
NIL

100%
100%

100%

100%

100%
100%

Aggregate Options Aggregate Options


granted since
exercised since
commencement
commencement
of the
of the
Aggregate
Options
Asiatravel.com
Asiatravel.com
options
granted
Share Option
Share Option
outstanding
during
Scheme 2011 to
Scheme 2011 to
as at end of
financial year end of financial
end of financial
financial year
under review year under review year under review under review

Boh Tuang Poh

Tan Kheng Lee Arnold

Heng Su-Ling Mae

Chong Chin Fan


(Resigned on 1 October 2013)
Ngiam Mia Je Patrick
(Retired on 31 January 2013)

Remuneration of Key Executives in remuneration/fee bands:


2013

2012

S$500,000 and above

Below S$250,000

S$250,000 to S$499,999

It is not in the best interests of the Company to set out names of its key executives due to the sensitive
nature of this information and to prevent solicitation of key executives by the Companys competitors.

ACCOUNTABILITY AND AUDIT


Accountability
Principle 10: The Board should present a balanced and understandable assessment of the
companys performance, position and prospects.

65

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)

The Board understands its accountability to the shareholders for the Groups performance, and
Management understands its role in providing the Board with financial accounts and information, which
present a balanced and comprehensive assessment of the Groups performance, financial position
and prospects on a regular basis. A review of the Groups financial performance and commentary on
the competitive conditions within the industry in which the Group operates is provided to shareholders
in the Companys quarterly and full year financial results announcements.

Audit Committee
Principle 11: The Board should establish an Audit Committee (AC) with written terms of
reference which clearly set out its authority and duties.
The AC comprises the following 3 members:Heng Su-Ling Mae (Chairman)
Tan Kheng Lee Arnold
Sheng Faqiang (Appointed on 23 December 2013)
Chong Chin Fan (Resigned on 1 October 2013)
The AC is chaired by Ms Heng Su-Ling Mae, who has over 16 years of experience in an audit, corporate
finance and business advisory environment with Ernst and Young Singapore. The other AC members
have many years of financial accounting, legal and business management experience. The AC is of
view that its members have the requisite financial management expertise and experience to discharge
the ACs functions in accordance with the Companies Act, Chapter 50, and its terms of reference.
The ACs primary functions are to:a)

recommend to the Board the appointment or re-appointment and remuneration of the external
auditors of the Company;

b)

review with the external and internal auditors their evaluation of the systems of internal
accounting controls and monitor managements response and actions to address noted
deficiencies;

c)

review the Companys quarterly results announcements, the financial year statements of
the Company and the consolidated financial statements of the Group before submission to
the Board for approval of release of the results announcement to the Singapore Exchange
Securities Trading Limited (SGX-ST);

d)

monitor interested person transactions and conflict of interest situations that may arise within
the Group including any transaction, procedure or course of action that raises questions of
Management integrity;

e)

evaluating the cost effectiveness, independence and objectivity of the external auditors and
the nature and extent of the non-audit services provided by them;

f)

meet with the internal and external auditors, without the presence of the Companys
management, at least once annually;

g)

to review the internal audit programme and the adequacy and effectiveness of the Companys
internal audit function, as well as to ensure co-ordination between the internal and external
auditors and Management;

66

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
h)

to oversee design and implementation of the overall risk management systems and internal
control systems (including financial, operational, compliance and information technology
controls);

i)

to approve the hiring, removal, evaluation and compensation of the head of the internal audit
function, or the accounting, auditing firm or corporation to which the internal audit function
is outsourced.

j)

to ensure that the internal audit function is staffed with persons with the relevant qualification
and experience and that they carry out their functions according to the standards set by
nationally or internationally recognized professional bodies, including the Standards for the
Professional Practice of Internal Auditing set by the Institute of Internal Auditors; and

k)

to review the audit representation letters before consideration by the Board, giving particular
consideration to matters that related to non-standard issues.

The Company has put in place a whistle-blowing policy to provide a channel to employees to report
in good faith and in confidence, without fear of reprisals, concerns about improprieties in financial
reporting or other matters. The objective for such arrangement is to ensure independent investigation
of such matters and for appropriate follow-up action.
The AC has full access to and co-operation from Management, has full discretion to invite any
director or executive officer to attend the meetings and has been given reasonable resources to
discharge its functions.
In accordance with the requirements of Rule 716 of the SGX-ST Listing Manual Section B: Rules
of Catalist (Rules of Catalist), the AC and the Board are satisfied that the appointment of different
auditors for certain of its subsidiaries would not compromise the standard and effectiveness of the
audit of the Group.

Internal Controls
Principle 12: The Board should ensure that the Management maintains a sound system of
internal controls to safeguard the shareholders investments and the companys
assets.
The internal auditors carried out internal audit on the system on internal controls and reported the findings
to the AC. Separately, in performing the audit of the financial statements of the Group, the external
auditor considers internal control relevant to the entitys preparation of the financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control.
Material non-compliance and internal control weakness and recommendations for improvements noted
during the audit are reported to the AC. The AC has reviewed the effectiveness of the actions taken by
the Management on the recommendations made by the internal and external auditors.
The system of internal controls established by the Company provides reasonable, but not absolute,
assurance that the Company will not be adversely affected by any events that can be reasonably
foreseen as it strives to achieve it business objectives. The Board notes that no system of internal
controls can provide absolute assurance in this regard, or absolute assurance against poor judgment
in decision making, human error, losses, fraud or other irregularities.
The AC and Board had set the direction for Management to work closely with its internal auditors.
Audit findings and appropriate recommendations will be presented in a detailed report to the AC and
Management. The AC and Board review the effectiveness of the internal controls system.

67

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
Based on the internal controls established and maintained by the Group, work performed by the
internal and external auditors, and reviews performed by Management, various Board Committees
and the Board, the AC and the Board are of the opinion that the Groups internal controls, addressing
financial, operational and compliance risk, were adequate as at 30 September 2013.

Internal Audit
Principle 13: The Company should establish an internal audit function that is independent
of the activities it audits.
For the financial year ended 30 September 2013, the Company outsourced its internal audit function to
an independent external audit firm, who reports directly to the Chairman of the AC and administratively
to the Management. The internal auditor is guided by the Standards for Professional Practice of
Internal Auditing set by the Institute of Internal Auditors. The objective of the internal audit function is
to determine whether the Groups risk management, control and governance processes, as designed
by the Company, is adequate and functioning in the required manner. The internal auditors have
identified the Groups main business processes and developed an audit plan that covers the main
business processes.

Communication with Shareholders


Principle 14: Companies should engage in regular, effective and fair communication with
shareholders.
Principle 15: Companies should encourage greater shareholder participation at AGMs, and
allow shareholders the opportunity to communicate their views on various
matters affecting the Company.
The Board is mindful of its obligations to provide timely and fair disclosure of material information in
line with the Corporate Disclosure Policy to the SGX-ST. The Boards policy is that all shareholders
should be equally informed of all major developments that impact the Group in a timely manner.
Information provided to the shareholders include:a)

The Groups results and any other material information are released via SGXNet on a timely
basis; and

b)

A copy of the Annual Report and the Notice of the AGM, which are sent to every shareholder
of the Company. The AGM Notice is also published in the newspapers and announced via
SGXNet.

At AGMs, shareholders are given opportunity to express their views and make enquires regarding
the operations of the Group. The Board and management team are present at these meetings to
address any questions that shareholders may have concerning the Company. The external auditors
are also present to answer any relevant shareholders queries.

Securities Transactions
The Company has adopted an internal code on securities trading, which provide guidance and internal
regulations with regard to dealings in the Companys securities by its Directors and officers that is
modeled on the Best Practice Guide of SGX-ST. The Companys internal code prohibits its Directors
and officers from dealing in the Companys securities while in possession of unpublished material
price-sensitive information in relation to the Companys securities and during the closed period,
which is two weeks before the date of the Companys announcements of its quarterly financial results
and one month before the date of the Companys announcement of its full year financial results.
Directors and officers of the Company are also advised not to deal in the Companys securities on
short-term considerations.

68

2013 ANNUAL REPORT

REPORT OF
CORPORATE GOVERNANCE (Contd)
Directors and officers of the Company are also expected to observe insider trading laws at all times
even when dealing in securities within permitted trading periods.

Interested Person Transactions (ipts)


The Company has established procedures to ensure all transactions with interested persons are
reported in a timely manner to the AC and those transactions are conducted on an arms length
basis and are not prejudicial to the interest of the shareholders.
Pursuant to Rule 907 of the Rules of Catalist, the aggregate value of all interested person transactions
during the financial year under review (excluding transactions less than S$100,000 and transactions
conducted under shareholders mandate pursuant to Rule 920 of the Rules of Catalist) are as follows:-

Name of Interested Person


NA

Aggregate value of all interested


person transactions during the
financial year under review
(excluding transactions less than
$100,000 and transactions
conducted under shareholders
mandate pursuant to Rule 920)
NIL

Aggregate value of all interested


person transactions conducted
during the financial year under
review under shareholders
mandate pursuant to Rule 920
(excluding transactions
less than $100,000)
NIL

The Group has not obtained a general mandate from shareholders for interested person transactions.
All interested person transactions are subject to review by the Board and the AC.

RISK MANAGEMENT
The Company does not have a Risk Management Committee. However, Management regularly
assesses and reviews the Groups business and operational environment in order to identify areas
of significant business and financial risks, such as credit risks, foreign exchange risks, liquidity
risks and interest rate risks. Once the risks are identified, Management will table the measures and
procedures to mitigate the risks to the Board for consideration and approval of the implementation
of such measures and procedures.

MATERIAL CONTRACTS
No material contracts were entered between the Company or any of its subsidiaries with any directors
or controlling shareholders during the financial year ended 30 September 2013.

CATALIST SPONSOR
The Company is currently under the SGX-ST Catalist sponsor supervised regime. The continuing
sponsor of the Company is RHT Capital Pte. Ltd. who was appointed on 1 October 2012.
For the purpose of Rule 1204(21) of the Rules of Catalist, there was no non-sponsor fee paid to RHT
Capital Pte. Ltd. for the financial year ended 30 September 2013.

69

2013 ANNUAL REPORT

General
Information
Directors
Boh Tuang Poh
Mae Heng Su-Ling
Arnold Tan Kheng Lee
Sheng Faqiang
Patrick Ngiam Mia Je
Chong Chin Fan
Audit Committee
Mae Heng Su-Ling
Arnold Tan Kheng Lee
Sheng Faqiang
Chong Chin Fan

(Executive Chairman and Chief Executive Officer)


(Non-Executive and Independent Director)
(Non-Executive and Independent Director)
(Non-Executive Director) (Appointed on 23 December 2013)
(Non-Executive Director) (Retired on 31 January 2013)
(Non-Executive and Independent Director) (Resigned on 1 October 2013)
(Chairman)
(Appointed on 23 December 2013)
(Resigned on 1 October 2013)

Remuneration Committee
Mae Heng Su-Ling
(Chairman)
Arnold Tan Kheng Lee
Sheng Faqiang
(Appointed on 23 December 2013)
Patrick Ngiam Mia Je (Retired on 31 January 2013)
Chong Chin Fan
(Chairman) (Resigned on 1 October 2013)
Nominating Committee
Arnold Tan Kheng Lee (Chairman)
Mae Heng Su-Ling
Boh Tuang Poh
Sheng Faqiang
(Appointed on 23 December 2013)
Chong Chin Fan
(Resigned on 1 October 2013)
Company Secretary
Wan Tiew Leng Lynn
Yeo Poh Noi Caroline

(Appointed on 1 December 2013)


(Resigned on 1 December 2013)

Registered Office
615 Lorong 4 Toa Payoh,
#01-01, Singapore 319516
Telephone : 6732 6773
Fax
: 6732 1226
E-mail
: info@asiatravel.com
Registrar and Share Transfer Office
Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Auditor
Ernst & Young LLP
One Raffles Quay
North Tower, Level 18
Singapore 048583
Partner in charge: Low Bek Teng (Date of appointment: since financial year ended 30 September 2011)
Bankers
Citibank N.A.
DBS Group Holdings Limited
United Overseas Bank Limited
Oversea-Chinese Banking Corporation Limited

70

2013 ANNUAL REPORT

FINANCIAL
INFORMATION

DIRECTORS
REPORT

STATEMENT BY
DIRECTORS

INDEPENDENT
AUDITORS
REPORT

Balance
Sheets

CONSOLIDATED
INCOME
STATeMENT

PG. 71

PG. 77

PG. 78

PG. 80

PG. 82

CONSOLIDATED
STATEMENT OF
Comprehensive
Income

STATEMENT
of changes
in equity

CONSOLIDATED
CASH FLOW
STATEMENT

NOTES TO
THE FINANCIAL
STATEMENTS

PG. 83

PG. 84

PG. 88

PG. 90

71

2013 ANNUAL REPORT

DIRECTORS
REPORT
The directors present their report to the members together with the audited consolidated financial
statements of Asiatravel.com Holdings Ltd (the Company) and its subsidiaries (collectively, the
Group) and the balance sheet and statement of changes in equity of the Company for the financial
year ended 30 September 2013.

Directors
The directors of the Company in office at the date of this report are:
Boh Tuang Poh
Mae Heng Su-Ling
Arnold Tan Kheng Lee
Sheng Faqiang (Appointed on 23 December 2013)

Arrangements to enable directors to acquire shares and debentures


Except as disclosed in this report, neither at the end of nor at any time during the financial year was
the Company a party to any arrangement whose objects are, or one of whose objects is, to enable
the directors of the Company to acquire benefits by means of the acquisition of shares or debentures
of the Company or any other body corporate.

Directors interest in shares and debentures


The following directors, who held office at the end of the financial year, had, according to the register
of directors shareholdings required to be kept under Section 164 of the Singapore Companies Act,
Chapter 50, an interest in shares and share options of the Company and related corporations (other
than wholly-owned subsidiaries) as stated below:
Direct interest

Name of Directors

The Company
Asiatravel.com Holdings Ltd

Deemed interest

At beginning
At beginning
of the financial
At end
of the financial
At end
year/Date of
of the
year/Date of
of the
appointment financial year appointment financial year

Ordinary shares
Boh Tuang Poh

Arnold Tan Kheng Lee

840,000

840,000

29,657,926

29,157,926

72

2013 ANNUAL REPORT

DIRECTORS
REPORT (Contd)
Directors interest in shares and debentures (contd)
Direct interest

Name of Directors

The Company
Asiatravel.com Holdings Ltd

Deemed interest

At beginning
At beginning
of the financial
At end
of the financial
At end
year/Date of
of the
year/Date of
of the
appointment financial year appointment financial year

Warrants to subscribe for


ordinary shares
Warrants expiring on 17 July 2014
Boh Tuang Poh

Arnold Tan Kheng Lee


Warrants expiring on 15 July 2016
Boh Tuang Poh

Arnold Tan Kheng Lee

3,644,740

3,644,740

105,000

105,000

On 16 January 2013, 59,731,708 warrants in issue comprising 29,865,854 warrants in Tranche 1 and
29,865,854 warrants in Tranche 2 were alloted and issued to eligible shareholders of the Company.
Each warrant confers upon the warrant holder the right to subscribe in cash, one new share at an
exercise price of S$0.245 for Tranche 1 and S$0.273 for Tranche 2. At the date of this report, no
warrant has been exercised.
There was no change in any of the above-mentioned interests between the end of the financial year
and 21 October 2013.
Except as disclosed in this report, no director who held office at the end of the financial year had
interests in shares, share options, warrants or debentures of the Company, or of related corporations,
either at the beginning of the financial year, or date of appointment if later, or at the end of the
financial year.

Directors contractual benefits


Except as disclosed in the financial statements, since the end of the previous financial year, no
director of the Company has received or become entitled to receive a benefit by reason of a contract
made by the Company or a related corporation with the director, or with a firm of which the director
is a member, or with a company in which the director has a substantial interest.

73

2013 ANNUAL REPORT

DIRECTORS
REPORT (Contd)
Share Plans
The Remuneration Committee is responsible for administering the Asiatravel.com Share Option
Scheme (the Scheme).
During the financial year, members of the Remuneration Committee are as follows:
Mae Heng Su-Ling
Arnold Tan Kheng Lee
Patrick Ngiam Mia Je
Sheng Faqiang
Chong Chin Fan

(Chairman)
(Retired on 31 January 2013)
(Appointed on 23 December 2013)
(Chairman) (Resigned on 1 October 2013)

Asiatravel.com Share Option Scheme


The Scheme was approved by the members of the Company at an Extraordinary General Meeting
held on 16 March 2001. Under the Scheme, selected full time executive employees and directors of
the Company and/or its subsidiaries are eligible to participate in the Scheme at the discretion of the
Committee administering the Scheme. The Scheme has expired on 15 July 2011.
At the end of the financial year, options granted pursuant to the Scheme in respect of unissued
ordinary shares of the Company to the following classes of executives are as follows:
2013
Class of Executives

2012

Executive Directors

Other Executives

365,000
365,000

Share Option Scheme


Another share option scheme, the Asiatravel.com Share Option Scheme 2011 (2011 Scheme), was
approved at the Annual General Meeting held on 28 January 2011. The 2011 Scheme is administered
by the Remuneration Committee.
At the end of financial year, options granted pursuant to the 2011 Scheme in respect of unissued
ordinary shares of the Company to the following classes of executives are as follows:
2013
Class of Executives
Executive Directors
Other Executives

2012

300,000

300,000

Performance Share Plan


Another incentive plan, the Asiatravel.com performance Share Plan (Share Plan), was also
approved at the Annual General Meeting held on 28 January 2011. The Share Plan is administered
by the Remuneration Committee.
During the financial year, no performance shares were granted under the Share Plan.

365,000

200,000

165,000

300,000

300,000

Options
granted

Options
exercised
during the year

(365,000)

(200,000)

(165,000)

Options
cancelled
during the year

Eligible grantees who participate in the 2011 Scheme may also be eligible to participate in other share option schemes implemented by
the Company or by the Companys subsidiaries if under the rules of that scheme, he is eligible to participate in it.

The total number of shares to be issued by the Company in respect of which options are granted under the 2011 Scheme shall not exceed
15% of the total issued share capital of the Company from time to time.

The offer of an option to an eligible grantee, if not accepted by him within 30 days from the date of such offer, will lapse. Upon acceptance
of the offer, the eligible grantee to whom the option is granted shall pay to the Company a consideration of $1.

(ii)

(iii)

(iv)

15 April 2018

31 January 2013

31 January 2013

Expiry date

The Subscription Price per share shall be determined by the Remuneration Committee at its absolute discretion and fixed by the
Remuneration Committee, at a price not exceeding 20% discount on the market value of the shares based on the average of the last
dealt price of the share for the five market days prior to the date of grant, as quoted and shown on the daily Financial News published
by the SGX-ST, or its nominal value, whichever is higher.

$0.205

$0.600

$0.600

Subscription
price

(i)

Statutory and other information regarding the Options:

Subsequent to end of the financial year and up to the date of this report, no options has been exercised.

300,000

300,000

Balance
at end
of the year

During the financial year, there were 300,000 unissued shares of the Company under options.

16 April 2013

Options granted under


the 2011 Scheme

1 February 2008

1 February 2008

Options granted under


the Scheme

Date of grant

Balance at
beginning
of the year

Options granted under the 2011 Scheme to full-time executive employees and directors of the Group are subject to an option period of ten years,
such period commencing from the date of grant and expiring on the day immediately preceding the tenth anniversary of the date of grant. The
options are exercisable on the first anniversary of the date of grant. At the end of the financial year, there were 300,000 unissued ordinary shares
of the Company under options as follows:

Share Plans (contd)

74

2013 ANNUAL REPORT

DIRECTORS
REPORT (Contd)

75

2013 ANNUAL REPORT

DIRECTORS
REPORT (Contd)
Share Plans (contd)
Except for shares available for issue under the 2011 Scheme as disclosed above,
(i)

during the financial year, there were :

(a)

no other options granted by the Company or its subsidiaries to any person to take
up unissued shares in the Company or its subsidiaries;

(b)

no shares issued by virtue of any exercise of options to take up unissued shares in


the Company or its subsidiaries; and

(ii)

as at the end of the financial year, there were no other unissued shares in the Company or
its subsidiaries under option.

Since the commencement of the employee share option plans till the end of the financial year:




No options have been granted to the controlling shareholders of the Company and their
associates
No participant has received 5% or more of the total options available under the plans
No options have been granted to directors and employees of the holding company and its
subsidiaries
No options that entitle the holder to participate, by virtue of the options, in any share issue
of any other corporation have been granted
No options have been granted at a discount

Audit Committee
The Audit Committee comprises three board members, all of whom are independent, non-executive
directors. The members of the Audit Committee during the financial year and at the date of this
report are:
Mae Heng Su-Ling
(Chairman)
Arnold Tan Kheng Lee
Sheng Faqiang
(Appointed on 23 December 2013)
Chong Chin Fan
(Resigned on 1 October 2013)
The Audit Committee held 4 meetings since the last Directors Report and performed the functions
specified in the Singapore Companies Act. The Audit Committee may examine whatever aspects it
deems appropriate of the Groups financial affairs, its internal and external audits and its exposure
to risks of a regulatory or legal nature. It keeps under review the effectiveness of the Company
and the Groups system of accounting and internal financial controls, for which the directors are
responsible. It also keeps under review the Companys programme to monitor compliance with its
legal, regulatory and contractual obligations.
In performing its functions, the Audit Committee reviewed the overall scope of both internal and
external audits and the assistance given by the Companys officers to the auditors. The Committee
met with the internal and external auditors to discuss the results of their respective examinations and
their evaluation of the Company and the Groups system of accounting and internal financial controls.
The Audit Committee also reviewed the financial statements of the Company and the consolidated
financial statements of the Group for the financial year ended 30 September 2013 as well as the
external auditors report thereon.

76

2013 ANNUAL REPORT

DIRECTORS
REPORT (Contd)
Audit Committee (contd)
The Audit Committee, having reviewed all non-audit services provided by the external auditor to the
Group, is satisfied that the nature and extent of such services would not affect the independence
of the external auditors. The Audit Committee has also conducted a review of interested person
transactions. In addition, the Audit Committee has met with internal and external auditors, without
the presence of the Companys management, at least once a year.
The Audit Committee has full access to and co-operation by the Companys management and the
internal auditor and has full discretion to invite any director or executive officer to attend its meetings.
The auditors have unrestricted access to the Audit Committee. The Audit Committee has reasonable
resources to enable it to discharge its functions properly.
The Audit Committee recommends to the Board of Directors the nomination of Ernst & Young LLP
as external auditors at the forthcoming annual general meeting of the Company.
Further details regarding the Audit Committee are disclosed in the Report on Corporate Governance.

Auditor
Ernst & Young LLP has expressed their willingness to accept reappointment as auditor.

On behalf of the Board of Directors:

Boh Tuang Poh


Director

Mae Heng Su-Ling


Director
Singapore
27 December 2013

77

2013 ANNUAL REPORT

Statement
by Directors
We, Boh Tuang Poh and Mae Heng Su-Ling, being two of the directors of Asiatravel.com Holdings
Ltd, do hereby state that, in the opinion of the directors,
(i)

the accompanying balance sheets, consolidated income statement, consolidated statement


of comprehensive income, statements of changes in equity, and consolidated cash flow
statement together with notes thereto are drawn up so as to give a true and fair view of the
state of affairs of the Group and of the Company as at 30 September 2013 and the results
of the business, changes in equity and cash flows of the Group and the changes in equity
of the Company for the year ended on that date, and

(ii)

at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.

On behalf of the Board of Directors:

Boh Tuang Poh


Director

Mae Heng Su-Ling


Director
Singapore
27 December 2013

78

2013 ANNUAL REPORT

Independent
Auditors Report

For the financial year ended 30 September 2013


to the Members of Asiatravel.com Holdings Ltd

Report on the Financial Statements


We have audited the accompanying financial statements of Asiatravel.com Holdings Ltd
(theCompany) and its subsidiaries (collectively, the Group) set out on pages 80 to 154 which
comprise the balance sheets of the Group and the Company as at 30 September 2013, the
statements of changes in equity of the Group and the Company and the consolidated income
statement, consolidated statement of comprehensive income and consolidated cash flow statement
of the Group for the year then ended, and a summary of significant accounting policies and other
explanatory information.

Managements Responsibility for the Financial Statements


Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore
Financial Reporting Standards, and for devising and maintaining a system of internal accounting
controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from
unauthorised use or disposition; and transactions are properly authorised and that they are recorded
as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets
and to maintain accountability of assets.

Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about 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 auditors judgment, including
the assessment of the risks of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to
the entitys preparation of the financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.

79

2013 ANNUAL REPORT

Independent
Auditors Report (Contd)
For the financial year ended 30 September 2013
to the Members of Asiatravel.com Holdings Ltd

Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet and statement
of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act
and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs
of the Group and of the Company as at 30 September 2013 and the results, changes in equity and
cash flows of the Group and the changes in equity of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements


In our opinion, the accounting and other records required by the Act to be kept by the Company and
by those subsidiaries incorporated in Singapore of which we are the auditors have been properly
kept in accordance with the provisions of the Act.

Ernst & Young LLP


Public Accountants and
Chartered Accountants
Singapore
27 December 2013

80

2013 ANNUAL REPORT

Balance
Sheets

As at 30 September 2013

Note

2013
$000

Group

2012
$000

2013
$000

Company

2012
$000

Non-current assets
Property, plant and equipment
Intangible assets

4
5

Investment in subsidiaries

Deferred tax assets

Other investments

Current assets
Inventories

Trade receivables

10

Prepaid operating expenses

7,070
7,516

98

156

9,964
7,086

599

3,505

7,436

100

124

841
3,201
7,501

14,840

17,274

11,540

11,543

6,337

6,791

367

670

8,910

1,166

8,529
827

240
163

300
76

Other receivables

11

2,060

1,875

289

273

Amounts due from subsidiaries

12

7,268

12,906

Amounts due from other related


parties

13

Cash and cash equivalents

14

Fixed deposits pledged

14

Current liabilities

1,850

2,008

24,242

24,673

3,919

4,641

1,250

1,250

11,489

16,996

1,912

1,521

Trade payables

15

4,615

3,682

Deferred income

16

4,171

2,761

277

305

5,857

5,823

Other payables

15

Amounts due to subsidiaries

17

Amounts due to other related


parties

18

Obligations under finance leases

19

Bank loan

20

Income tax payable

Net current assets

4,413

13

4,229

11

1,257

1,714

15

84

500

1,873

907

500

971

1,298

14,984

12,481

9,414

8,397

9,258

12,192

2,075

8,599

81

2013 ANNUAL REPORT

Balance
Sheets (Contd)
As at 30 September 2013

Note
Non-current liabilities
Obligations under finance leases

19

Deferred tax liabilities

Net assets

Equity attributable to owners


of the Company
Share capital

21(a)

Treasury shares

21(b)

Accumulated losses

22(a)

Share-based compensation
reserve

Foreign currency translation


reserve
Capital reserve
Non-controlling interests

Total equity

22(b)
22(c)
22(d)

Group

2013
$000
1,544
6

2012
$000

2013
$000

2,082
8

Company

2012
$000

455

1,961

1,550

2,090

455

1,961

22,548

27,376

13,160

18,181

32,058

32,058

32,058

32,058

(3,124)

(8,329)
2
(2,564)
1,372

(3,124)
(2,669)
83
(2,831)
1,372

(3,124)

(15,776)

(3,124)
(10,836)

83

19,415

24,889

13,160

18,181

22,548

27,376

13,160

18,181

3,133

2,487

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

82

2013 ANNUAL REPORT

Consolidated Income
Statement

For the financial year ended 30 September 2013


2013
$000

2012
$000

23

86,248

90,396

24

831

Note
Revenue

Sale of services
Other items of income

Interest income from loans and receivables


Other income

Items of expenses

24

983

87,084

91,403

Changes in inventories

25

(67,720)

(68,885)

Salaries and employee benefits

29

(9,737)

(10,230)

Other operating expenses

25

(13,691)

(14,021)

Loss before tax

25

(6,312)

(3,991)

(6,286)

(3,526)

(5,743)

(3,769)

(6,286)

(3,526)

Amortisation of website development and software costs

Depreciation of property, plant and equipment

Finance costs

Income tax credit

Loss net of tax

5
4

25
26

Attributable to:
Owners of the Company

(1,085)
(165)
26

(543)

Non-controlling interests

Losses per share attributable to owners of the Company


(cents per share)

(998)

(808)

(1,155)
(295)
465

243

Basic

27

(2.37)

(1.55)

Diluted

27

(2.37)

(1.55)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

83

2013 ANNUAL REPORT

Consolidated Statement of
Comprehensive Income
For the financial year ended 30 September 2013

Loss net of tax


Other comprehensive income
Translation of financial statements of foreign subsidiaries

Total comprehensive income for the year

Total comprehensive income attributable to:


Owners of the Company
Non-controlling interests

2013
$000

2012
$000

(6,286)

(3,526)

268

(557)

(6,018)

(4,083)

(5,476)

(4,314)

(6,018)

(4,083)

(542)

231

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

At 30 September 2013

Total others

Reversal of expired share options

Others

Total transactions with owners in


their capacity as owners

Total contributions by and


distributions to owners

Grant of equity-settled share options


to employee

Contributions by and distributions


to owners

Total changes in ownership interest


in subsidiary

Capital injection by non-controlling


interests

Disposal of subsidiary

Changes in ownership interest


in subsidiaries

Total comprehensive income


for the year

Translation of financial statements of


foreign subsidiaries

Other comprehensive income


for the year

Loss net of tax

At 1 October 2012

Group

32,058

(3,124)

(3,124)

$000

Treasury
shares
Note21(b)

32,058

$000

Share
capital
Note 21(a)

(8,329)

83

83

(5,743)

(5,743)

(2,669)

$000

Accumulated
losses
Note 22(a)

1,372

1,372

$000

Capital
reserve
Note 22(d)

(83)

(83)

83

$000

Share-based
compensation
reserve
Note 22(b)

Attributable to the owners of the Company

(2,564)

267

267

(2,831)

$000

Foreign
currency
translation
reserve
Note 22(c)

(9,519)

(5,476)

267

(5,743)

(4,045)

$000

Total
reserves

3,133

1,188

1,251

(63)

(542)

(543)

2,487

$000

Noncontrolling
interests

22,548

1,188

1,251

(63)

(6,018)

268

(6,286)

27,376

$000

Total
equity

84

2013 ANNUAL REPORT

Statements of
Changes in Equity

For the financial year ended 30 September 2013

At 30 September 2012

Total others

Dividend paid to non-controlling


interests

Reversal of expired share options

Others

Total transactions with owners in


their capacity as owners

Total contributions by and


distributions to owners

Exercise of share options

Share buy-back

Contributions by and distributions


to owners

Total comprehensive income


for the year

Translation of financial statements of


foreign subsidiaries

Other comprehensive income


for the year

(Loss)/Profit net of tax

At 1 October 2011

Group

32,058

(3,124)

(99)

94

(99)

94

94

(99)

(3,025)

$000

31,964

$000

Treasury
shares
Note21(b)

Share
capital
Note 21(a)

(2,669)

31

31

(3,769)

1,069

(3,769)

$000

Accumulated
losses
Note 22(a)

1,372

1,372

$000

Capital
reserve
Note 22(d)

83

(31)

(31)

114

$000

Share-based
compensation
reserve
Note 22(b)

Attributable to the owners of the Company

(2,831)

(545)

(545)

(2,286)

$000

Foreign
currency
translation
reserve
Note 22(c)

(4,045)

(4,314)

(545)

269

(3,769)

$000

Total
reserves

2,487

(400)

(400)

231

(12)

243

2,656

$000

Noncontrolling
interests

(400)
27,376

(400)

(5)

(5)

94

(99)

(4,083)

(557)

(3,526)

31,864

$000

Total
equity

2013 ANNUAL REPORT

85

Statements of
Changes in Equity (Contd)
For the financial year ended 30 September 2013

At 30 September 2013

Total others

Reversal of expired share options

Others

Total transactions with owners in their capacity as owners

Total contributions by and distributions to owners

Grant of equity-settled share options to employee

Contributions by and distributions to owners

Total comprehensive income for the year

Loss for the year

At 1 October 2012

Company

32,058

32,058

$000

Share
capital
Note 21(a)

(3,124)

(3,124)

$000

Treasury
shares
Note 21(b)

(15,776)

83

83

(5,023)

(5,023)

(10,836)

$000

(83)

(83)

83

$000

Share-based
Accumulated compensation
losses
reserve
Note 22(a)
Note 22(b)

(15,774)

(5,023)

(5,023)

(10,753)

$000

Total
reserves

13,160

(5,023)

(5,023)

18,181

$000

Total
equity

86

2013 ANNUAL REPORT

Statements of
Changes in Equity (Contd)

For the financial year ended 30 September 2013

32,058

94

94

94

31,964

$000

(3,124)

(99)

(99)

(99)

(3,025)

$000

Treasury
shares
Note 21(b)

(10,836)

31

31

(2,212)

(2,212)

(8,655)

$000

83

(31)

(31)

114

$000

Share-based
Accumulated compensation
losses
reserve
Note 22(a)
Note 22(b)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

At 30 September 2012

Total others

Reversal of expired share options

Others

Total transactions with owners in their capacity as owners

Total contributions by and distributions to owners

Exercise of share options

Share buy-back

Contributions by and distributions to owners

Total comprehensive income for the year

Loss for the year

At 1 October 2011

Company

Share
capital
Note 21(a)

(10,753)

(2,212)

(2,212)

(8,541)

$000

Total
reserves

(2,212)

18,181

(5)

(5)

94

(99)

(2,212)

20,398

$000

Total
equity

2013 ANNUAL REPORT

87

Statements of
Changes in Equity (Contd)
For the financial year ended 30 September 2013

88

2013 ANNUAL REPORT

Consolidated Cash Flow


Statement
For the financial year ended 30 September 2013

Note
Cash flows from operating activities

Loss before tax and non-controlling interests

Adjustments for:

2013

2012

$000

$000

(6,312)

(3,991)

Depreciation of property, plant and equipment

1,085

1,155

Interest expense

25

165

295

Amortisation of website development and software costs

Interest income

Loss on disposal of property, plant and equipment, net

Bad debts written off

10

Provision for impairment in value of other investments

Share based compensation

Exchange loss unrealised

Operating cash flows before changes in working capital

998
(5)

158

27

82

336

(990)

2,724

Increase/(decrease) in payables

Increase/(decrease) in net amounts to/from related parties

Cash used in operations

87

12

492

Decrease in inventories

(Increase)/decrease in receivables and prepaid operating


expenses

(24)

(3,544)

Changes in working capital

808

(1,314)

83

(1,493)
370
1,064

(188)
(5)

(252)

Interest paid

(165)

(295)

Income tax paid

(149)

(274)

(1,760)

(893)

Interest received

(137)

Translation adjustment

Net cash flows used in operating activities


Cash flows from investing activities

Purchase of property, plant and equipment

Addition to website development and software costs

Proceeds from disposal of property, plant and equipment


Net cash outflow on disposal of a subsidiary company
(Decrease)/increase in fixed deposits pledged

Net cash flows generated from/(used in) investing activities

14

(204)

(1,368)
1,786

(131)
158

241

24

(96)

(1,168)

(1,046)
729

(243)

(1,728)

89

2013 ANNUAL REPORT

Consolidated Cash Flow


Statement (Contd)
For the financial year ended 30 September 2013
Note
Cash flows from financing activities

Repayment of obligations under finance leases

Dividend paid to non-controlling interests

Share buy-back

Proceeds from exercise of share options

Capital injection from non-controlling interests

21(b)

21(a)

Net cash flows generated from/(used in) financing activities

(2,308)

1,251

(736)

Net decrease in cash and cash equivalents

Cash and cash equivalents at end of year

(2,351)

783
14

Effects of exchange rate changes on cash and cash equivalents


14

2012

$000

1,883

Proceeds from loan and borrowings

Cash and cash equivalents at beginning of year

2013

$000

4,641
3,919

(400)

(99)
94

(2,713)

(5,334)
17

9,958
4,641

AT Express Pte Ltd (ATE), an 50% owned subsidiary company, disposed its 100% equity interest
in its 60% owned subsidiary, Arahato Travel & Tours Sdn Bhd (ATT) on 31 December 2012 at a
consideration of S$95,000. The sales consideration was arrived at based on ATTs financial position
and on a willing buyer and seller basis. The disposal consideration was received in cash.
The value of assets and liabilities of ATT recorded in the consolidated financial statements as at
31December 2012, and the cash flow effect of the disposal were:
$000
Property, plant and equipment
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Deferred income

Obligations under finance leases


Deferred tax liabilities
Provision for taxation

Carrying value of net assets

Less: Non-controlling interests


Net assets disposed
Loss on disposal

Less: Cash received after 30 September 2013

Less: Cash and cash equivalents in subsidiary disposed

Net cash outflow on disposal of a subsidiary company

71

153
178
402

(155)

(53)
(27)
(4)
(5)

158

(63)
95

95

(48)

(178)
(131)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

90

2013 ANNUAL REPORT

Notes to The
Financial Statements

For the financial year ended 30 September 2013

1.

Corporate information
Asiatravel.com Holdings Ltd (the Company) is a limited liability company incorporated
and domiciled in Singapore. The Company is listed on the Catalist of Singapore Exchange
Securities Trading Limited (SGX-ST).
The registered office and principal place of business of the Company is located at 615
Lorong 4 Toa Payoh, #01-01, Singapore 319516.
The principal activities of the Company are that of an investment holding company, sale of
tour packages, provision of internet hotel reservation and other promotion services. The
principal activities of the subsidiaries are disclosed in Note 6.

2. Summary of significant accounting policies


2.1

Basis of preparation
The consolidated financial statements of the Group and the balance sheet and statement
of changes in equity of the Company have been prepared in accordance with Singapore
Financial Reporting Standards (FRS).
The financial statements have been prepared on the historical cost basis except as disclosed
in the accounting policies below.
The financial statements are presented in Singapore dollars (SGD or $) and all values are
rounded to the nearest thousand (S$000) as indicated.

2.2

Changes in accounting policies


The accounting policies adopted are consistent with those of the previous financial year
except in the current financial year, the Group has adopted all the new and revised standards
that are effective for annual periods beginning on or after 1 October 2012. The adoption of
these standards did not have any effect on the financial performance or position of the Group
and the Company.

2.3

Standards issued but not yet effective


The Group has not adopted the following standards and interpretations that have been issued
but not yet effective:

Description

Effective for
annual periods
beginning
on or after

Revised FRS 19 Employee Benefits

1 January 2013

FRS 113 Fair Value Measurement

1 January 2013

Amendments to FRS 107 Disclosures Offsetting Financial Assets and


Financial Liabilities

1 January 2013

91

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.3

Standards issued but not yet effective (contd)

Description

Effective for
annual periods
beginning
on or after

Improvements to FRSs 2012

1 January 2013

Amendment to FRS 1 Presentation of Financial Statements

1 January 2013

Amendment to FRS 16 Property, Plant and Equipment

1 January 2013

Amendment to FRS 32 Financial Instruments: Presentation

1 January 2013

Revised FRS 27 Separate Financial Statements

1 January 2014

Revised FRS 28 Investments in Associates and Joint Ventures

1 January 2014

FRS 110 Consolidated Financial Statements

1 January 2014

FRS 111 Joint Arrangements

1 January 2014

FRS 112 Disclosure of Interests in Other Entities

1 January 2014

Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities

1 January 2014

Amendments to FRS 36: Recoverable Amount Disclosures for Non-Financial


Assets

1 January 2014

Amendments to FRS 39: Novation of Derivatives and Continuation of Hedge


Accounting

1 January 2014

The directors expect that the adoption of the standards above will have no material impact
on the financial statements in the period of initial application.

2.4

Basis of consolidation and business combinations

(a)

Basis of consolidation

The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries as at the end of the reporting period. The financial
statements of the subsidiaries used in the preparation of the consolidated financial
statements are prepared for the same reporting date as the Company. Consistent
accounting policies are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses
resulting from intra-group transactions and dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which
the Group obtains control, and continue to be consolidated until the date that such
control ceases.

92

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.4

Basis of consolidation and business combinations (contd)

(a)

Basis of consolidation (contd)


Losses within a subsidiary are attributed to the non-controlling interest even if that
results in a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is
accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

De-recognises the assets (including goodwill) and liabilities of the subsidiary


at their carrying amounts at the date when control is lost;

De-recognises the carrying amount of any non-controlling interest;

De-recognises the cumulative translation differences recorded in equity;

Recognises the fair value of the consideration received;

Recognises the fair value of any investment retained;

Recognises any surplus or deficit in profit or loss;

Re-classifies the Groups share of components previously recognised in other


comprehensive income to profit or loss or retained earnings, as appropriate.

Business combinations

(b)

Business combinations are accounted for by applying the acquisition method.


Identifiable assets acquired and liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. Acquisition-related costs
are recognised as expenses in the periods in which the costs are incurred and the
services are received.
When the Group acquires a business, it assesses the financial assets and liabilities
assumed for appropriate classification and designation in accordance with the
contractual terms, economic circumstances and pertinent conditions as at the
acquisition date. This includes the separation of embedded derivatives in host
contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair
value at the acquisition date. Subsequent changes to the fair value of the contingent
consideration which is deemed to be an asset or liability, will be recognised in
accordance with FRS 39 either in profit or loss or as a change to other comprehensive
income. If the contingent consideration is classified as equity, it is not remeasured
until it is finally settled within equity.
In business combinations achieved in stages, previously held equity interests in the
acquiree are remeasured to fair value at the acquisition date and any corresponding
gain or loss is recognised in profit or loss.

93

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.4

Basis of consolidation and business combinations (contd)

(b)

Business combinations (contd)


The Group elects for each individual business combination, whether non-controlling
interest in the acquiree (if any) is recognised on the acquisition date at fair value, or
at the non-controlling interests proportionate share of the acquirees identifiable net
assets in the event of liquidation, is recognised on the acquisition date at fair value, or
at the non-controlling interests proportionate share of the acquirees identifiable net
assets. Other components of non-controlling interests are measured at their acquisition
date fair value, unless another measurement basis is required by another FRS.
Any excess of the sum of the fair value of the consideration transferred in the business
combination, the amount of non-controlling interest in the acquiree (if any), and the
fair value of the Groups previously held equity interest in the acquiree (if any), over
the net fair value of the acquirees identifiable assets and liabilities is recorded as
goodwill. The accounting policy for goodwill is set out in Note 2.8(a). In instances
where the latter amount exceeds the former, the excess is recognised as gain on
bargain purchase in profit or loss on the acquisition date.
In comparison to the above mentioned requirements, the following differences applied:
Business combinations are accounted for by applying the purchase method.
Transaction costs directly attributable to the acquisition formed part of the acquisition
costs. The non-controlling interest (formerly known as minority interest) was measured
at the proportionate share of the acquirees identifiable net assets.
Business combinations achieved in stages were accounted for as separate steps.
Adjustments to those fair values relating to previously held interests are treated as
a revaluation and recognised in equity. Any additional acquired share of interest did
not affect previously recognised goodwill.
When the Group acquired a business, embedded derivatives separated from the host
contract by the acquiree were not reassessed on acquisition unless the business
combination resulted in a change in the terms of the contract that significantly modified
the cash flows that otherwise would have been required under the contract.
Contingent consideration was recognised if, and only if, the Group had a present
obligation, the economic outflow was more likely than not and a reliable estimate
was determinable. Subsequent adjustments to the contingent consideration were
recognised as part of goodwill.

2.5

Transactions with non-controlling interests


Non-controlling interest represents the equity in subsidiaries not attributable, directly or
indirectly, to owners of the Company, and are presented separately in the consolidated
statement of comprehensive income and within equity in the consolidated balance sheet,
separately from equity attributable to owners of the Company.

94

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.5

Transactions with non-controlling interests (contd)


Changes in the Companys ownership interest in a subsidiary that do not result in a loss of
control are accounted for as equity transactions. In such circumstances, the carrying amounts
of the controlling and non-controlling interests are adjusted to reflect the changes in their
relative interests in subsidiary. Any difference between the amount by which non-controlling
interest is adjusted and the fair value of the consideration paid or received is recognised
directly in equity and attributed to owners of the Company.

2.6

Foreign currency
The financial statements are presented in Singapore Dollars, which is also the Companys
functional currency. Each entity in the Group determines its own functional currency and items
included in the financial statements of each entity are measured using that functional currency.

(a)

Transactions and balances


Transactions in foreign currencies are measured in the respective functional currencies
of the Company and its subsidiaries and are recorded on initial recognition in the
functional currencies at exchange rates approximating those ruling at the transaction
dates. Monetary assets and liabilities denominated in foreign currencies are translated
at the rate of exchange ruling at the end of the reporting period. Non-monetary items
that are measured in terms of historical cost in a foreign currency are translated using
the exchange rates as at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was measured.
Exchange differences arising on the settlement of monetary items or on translating
monetary items at the end of the reporting period are recognised in the profit or loss
except for exchange differences arising on monetary items that form part of the
Groups net investment in foreign operations, which are recognised initially in other
comprehensive income and accumulated under foreign currency translation reserve
in equity. The foreign currency translation reserve is reclassified from equity to profit
or loss of the Group on disposal of the foreign operation.

(b)

Consolidated financial statements


For consolidation purpose, the assets and liabilities of foreign operations are
translated into SGD at the rate of exchange ruling at the end of the reporting period
and their profit or loss are translated at the exchange rates prevailing at the date of
the transactions. The exchange differences arising on the translation are recognised
in other comprehensive income. On disposal of a foreign operation, the component of
other comprehensive income relating to that particular foreign operation is recognised
in the profit or loss.
In the case of a partial disposal without loss of control of a subsidiary that includes a
foreign operation, the proportionate share of the cumulative amount of the exchange
differences are re-attributed to non-controlling interest and are not recognised in
profit or loss. For partial disposals of associates or jointly controlled entities that are
foreign operations, the proportionate share of the accumulated exchange differences
is reclassified to profit or loss.

95

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.7

Property, plant and equipment


All items of property, plant and equipment are initially recorded at cost. Subsequent to
recognition, property, plant and equipment are measured at cost less accumulated depreciation
and any accumulated impairment losses. The cost includes the cost of replacing part of
the property, plant and equipment and borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying property, plant and equipment. The
accounting policy for borrowing costs is set out in Note 2.17. The cost of an item of property,
plant and equipment is recognised as an asset if, and only if, it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably.
When significant parts of property, plant and equipment are required to be replaced in
intervals, the Group recognises such parts as individual assets with specific useful lives
and depreciation, respectively. Likewise, when a major inspection is performed, its cost
is recognised in the carrying amount of the plant and equipment as a replacement if the
recognition criteria are satisfied. All other repair and maintenance costs are recognised in
the profit or loss as incurred.
Depreciation is computed on a straight-line basis over the estimated useful lives of the
assets as follows:

Computers

Office equipment

Motor vehicles

Furniture and fittings


Renovation

Years
35

3 10

3 10
5

5 17

The carrying values of property, plant and equipment are reviewed for impairment when
events or changes in circumstances indicate that the carrying value may not be recoverable.
The residual values, useful life and depreciation method are reviewed at each financial yearend and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss on derecognition
of the asset is included in the profit or loss in the year the asset is derecognised.

96

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.8

Intangible assets

(a)

Goodwill
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured
at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination
is, from the acquisition date, allocated to each of the Groups cash-generating units
that are expected to benefit from the synergies of the combination, irrespective of
whether other assets or liabilities of the acquiree are assigned to those units.
The cash-generating units to which goodwill has been allocated is tested for impairment
annually and whenever there is an indication that the cash-generating unit may be
impaired. Impairment is determined for goodwill by assessing the recoverable amount
of each cash-generating unit (or group of cash-generating units) to which the goodwill
relates. Where the recoverable amount of the cash-generating unit is less than the
carrying amount, an impairment loss is recognised in the profit or loss. Impairment
losses recognised for goodwill are not reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit and part of the operation within
that cash-generating unit is disposed of, the goodwill associated with the operation
disposed of is included in the carrying amount of the operation when determining the
gain or loss on disposal of the operation. Goodwill disposed of in this circumstance
is measured based on the relative fair values of the operations disposed of and the
portion of the cash-generating unit retained.
Goodwill and fair value adjustments arising on the acquisition of foreign operation on
or after 1 January 2005 are treated as assets and liabilities of the foreign operations
and are recorded in the functional currency of the foreign operations and translated
in accordance with the accounting policy set out in Note 2.6.
Goodwill and fair value adjustments which arose on acquisitions of foreign operation
before 1 January 2005 are deemed to be assets and liabilities of the company and
are recorded in SGD at the rates prevailing at the date of acquisition.

(b)

Other intangible assets


Intangible assets acquired separately are measured initially at cost. The cost of
intangible assets acquired in a business combination is their fair value as at the
date of acquisition. Following initial acquisition, intangible assets are carried at
cost less any accumulated amortisation and any accumulated impairment losses.
Internally generated intangible assets, excluding capitalised development costs,
are not capitalised and expenditure is reflected in profit or loss in the year in which
expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.

97

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.8

Intangible assets (contd)

(b)

Other intangible assets (contd)


Intangible assets with finite useful lives are amortised over the estimated useful lives
and assessed for impairment whenever there is an indication that the intangible asset
may be impaired. The amortisation period and the amortisation method are reviewed
at least at each financial year-end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset is accounted
for by changing the amortisation period or method, as appropriate, and are treated
as changes in accounting estimates. The amortisation expense on intangible assets
with finite lives is recognised in the profit or loss in the expense category consistent
with the function of the intangible asset.
Intangible assets with indefinite useful lives or not yet available for use are tested
for impairment annually, or more frequently if the events and circumstances indicate
that the carrying value may be impaired either individually or at the cash-generating
unit level. Such intangible assets are not amortised. The useful life of an intangible
asset with an indefinite useful life is reviewed annually to determine whether the
useful life assessment continues to be supportable. If not, the change in useful life
from indefinite to finite is made on a prospective basis.
Gain or losses arising from de-recognition of an intangible asset are measured as the
difference between the net disposal proceeds and the carrying amount of the asset
and are recognised in profit or loss when the assets is derecognised.

(i) Website development and software costs


Website development and software costs are substantially internally developed
and measured at cost less accumulated amortisation and any impairment
losses. Website development and software costs incurred in the enhancement
of existing website, development of booking engines such as tour packages
and air ticketing software and other software related costs are capitalised.
Website development and software costs comprise any directly attributable
costs of development activities which include payroll costs, costs of services
consumed and other direct costs. Expenditure for additions and improvements
are capitalised and expenditure for maintenance are recognised in the profit
or loss.
Amortisation of website development and software costs is computed on a
straight-line basis over their estimated useful lives of 3 to 5 years.

(ii)

Club membership
Club membership relates to golf membership which has indefinite life.

98

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.8 Intangible assets (contd)

(b)

Other intangible assets (contd)


(iii)

Contractual and legal right over audio-visual materials


The Group has contractual rights to utilise 6,849 (2012: 6,849) hours of audiovisual materials. This is in relation to promotional activities that can be utilised
by the Group. As the Group has the usage to these materials indefinitely, the
useful life has been determined to be infinite.
A summary of the policies applied to the Groups intangible assets is as follows:
Contractual and
legal right over
audio visual
materials

2.9

Club membership

Website
development and
software costs

Internally generated Acquired


or acquired

Acquired

Internally developed

Useful lives and


Indefinite
amortisation method No amortisation
used

Indefinite
No amortisation

Finite
Amortised over
3 - 5 years on
straight line basis

Impairment testing

Annually and more


frequently when
an indication of
impairment exists

Annually

Annually for assets


not yet in use and
more frequently
when an indication
of impairment exists

Review of
Amortisation
Period and Method

Useful life reviewed Useful life reviewed Amortisation period


each period
each period
and basis are
reviewed at each
financial year-end

Impairment of non-financial assets


The Group assesses at each reporting date whether there is an indication that an asset may
be impaired. If any such indication exists, or when annual impairment assessment for an
asset is required, the Group makes an estimate of the assets recoverable amount.
An assets recoverable amount is the higher of an assets or cash-generating units fair value
less costs of disposal and its value in use and is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other
assets or group of assets. Where the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows expected to
be generated by the asset 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. In determining fair value less costs of disposal, recent market transactions are
taken into account, if available. If no such transactions can be identified, an appropriate
valuation model is used. These calculations are corroborated by valuation multiples or other
available fair value indicators.

99

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.9

Impairment of non-financial assets (contd)


The Group bases its impairment calculation on detailed budgets and forecast calculations
which are prepared separately for each of the Groups cash-generating units to which the
individual assets are allocated. These budgets and forecast calculations are generally covering
a period of four years. For longer periods, a long-term growth rate is calculated and applied
to project future cash flows after the fourth year.
Impairment losses of continuing operations are recognised in profit or except for assets that
are previously revalued where the revaluation was taken to other comprehensive income. In
this case the impairment is also recognised in other comprehensive income up to the amount
of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether
there is any indication that previously recognised impairment losses may no longer exist
or may have decreased. If such indication exists, the Group estimates the assets or cash
generating units recoverable amount. A previously recognised impairment loss is reversed
only if there has been a change in the estimates used to determine the assets recoverable
amount since the last impairment loss was recognised. If that is the case, the carrying amount
of the asset is increased to its recoverable amount. That increase cannot exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss been
recognised previously. Such reversal is recognised in the profit or loss unless the asset is
measured at revalued amount, in which case the reversal is treated as a revaluation increase.

2.10 Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and
operating policies so as to obtain benefits from its activities.
In the Companys separate financial statements, investments in subsidiaries are accounted
for at cost less any impairment losses.

2.11 Financial assets


Initial recognition and measurement


Financial assets are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification
of its financial assets at initial recognition.
When financial assets are recognised initially, they are measured at fair value, plus, in the case
of financial assets not at fair value through profit or loss, directly attributable transaction costs.

100

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.11 Financial assets (contd)
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:

(a)

Loans and receivables


Non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market are classified as loans and receivables. Subsequent to
initial recognition, loans and receivables are measured at amortised cost using the
effective interest method, less impairment. Gains and losses are recognised in profit
or loss when the loans and receivables are derecognised or impaired, and through
the amortisation process.

(b)

Available-for-sale financial assets


The Group classifies its other investments as available-for-sale financial assets.
Available-for-sale financial assets include equity and debt securities. Equity
investments classified as available-for-sale are those, which are neither classified as
held for trading nor designated at fair value through profit or loss. Debt securities in
this category are those which are intended to be held for an indefinite period of time
and which may be sold in response to needs for liquidity or in response to changes
in the market conditions.
After initial recognition, available-for-sale financial assets are subsequently measured
at fair value. Any gains or losses from changes in fair value of the financial asset are
recognised in other comprehensive income, except that impairment losses, foreign
exchange gains and losses on monetary instruments and interest calculated using the
effective interest method are recognised in profit or loss. The cumulative gain or loss
previously recognised in other comprehensive income is reclassified from equity to
profit or loss as a reclassification adjustment when the financial asset is derecognised.
Investments in equity instruments whose fair value cannot be reliably measured are
measured at cost less impairment loss.

Derecognition
A financial asset is derecognised where the contractual right to receive cash flows from the
asset has expired. On de-recognition of a financial asset in its entirety, the difference between
the carrying amount and the sum of the consideration received and any cumulative gain or loss
that had been recognised in other comprehensive income is recognised in the profit or loss.

Regular way purchase or sale of a financial asset


All regular way purchases and sales of financial assets are recognised or derecognised on
the trade date i.e., the date that the Group commits to purchase or sell the asset. Regular
way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the period generally established by regulation or convention in the marketplace
concerned.

101

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.12 Impairment of financial assets
The Group assesses at each reporting period whether there is any objective evidence that
a financial asset is impaired.

(a)

Financial assets carried at amortised cost


For financial assets carried at amortised cost, the Group first assesses whether
objective evidence of impairment exists individually for financial assets that are
individually significant, or collectively for financial assets that are not individually
significant. If the Group determines that no objective evidence of impairment of
impairment exists for an individual assessed financial asset, whether significant or not,
it includes the asset in a group of financial assets with similar credit risk characteristic
and collectively assesses them for impairment. Assets that are individually assessed
for impairment and for which an impairment loss is, or continues to be recognised
are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss on financial assets carried at
amortised cost has been incurred, the amount of the loss is measured as the difference
between the assets carrying amount and the present value of estimated future cash
flows discounted at the financial assets original effective interest rate. If a loan has
a variable interest rate, the discount rate for measuring any impairment loss is the
current effective interest rate. The carrying amount of the asset is reduced through
the use of an allowance account. The impairment loss is recognised in profit or loss.
When the asset becomes uncollectible, the carrying amount of impaired financial
assets is reduced directly or if an amount was charged to the allowance account,
the amounts charged to the allowance account are written off against the carrying
value of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial
assets has been incurred, the Group considers factors such as the probability of
insolvency or significant financial difficulties of the debtor and default or significant
delay in payments.
If in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment was
recognised, the previously recognised impairment loss is reversed to the extent that
the carrying amount of the asset does not exceed its amortised cost at the reversal
date. The amount of reversal is recognised in the profit or loss.

(b)

Financial assets carried at cost


If there is objective evidence (such as significant adverse changes in the business
environment where the issue operates, probability of insolvency or significant financial
difficulties of the issuer) that an impairment loss on financial assets carried at cost
has been incurred, the amount of the loss is measured as the difference between
the assets carrying amount and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset. Such
impairment losses are not reversed in subsequent periods.

102

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.12 Impairment of financial assets (contd)
(c)

Available-for-sale financial assets


In the case of equity investments classified as available-for-sale, objective evidence
of impairment include (i) significant financial difficulty of the issuer or obligor, (ii)
information about significant changes with an adverse effect that have taken place in
the technological, market, economic or legal environment in which the issuer operates,
and indicates that the cost of the investment in equity instrument may not be recovered;
and (iii) a significant or prolonged decline in the fair value of the investment below
its costs. Significant is to be evaluated against the original cost of investment and
prolonged against the period in which the fair value has been below its original cost.
If an available-for-sale financial asset is impaired, an amount comprising the difference
between its acquisition cost (net of any principal payment and amortisation) and its
current fair value, less any impairment loss previously recognised in the profit or loss,
is transferred from other comprehensive income and recognised in profit or loss.
Reversals of impairment loss in respect of equity instruments are not recognised in
profit or loss; increase in their fair value after impairment are recognised directly in
other comprehensive income.

2.13 Cash and cash equivalents


Cash and cash equivalents comprise cash at bank and on hand and demand deposits that
are readily convertible to known amount of cash and which are subject to an insignificant
risk of changes in value.

2.14 Inventories
Inventories are stated at the lower of cost and net realisable value. Inventories comprise
admission tickets to various tourist attractions, airtime spots and hotel/resort room nights.
Cost is determined on a first-in-first out basis.
Where necessary, allowance is provided for damaged, obsolete and slow moving items to
adjust the carrying value of inventories to the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business, after
making allowance for damaged tickets and expiration of these tickets and room nights.

2.15 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and the amount of the obligation can be
estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the
current best estimate. If it is no longer probable that an outflow of economic resources will
be required to settle the obligation, the provision is reversed. If the effect of the time value of
money is material, provisions are discounted using a current pre tax rate that reflects, where
appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.

103

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.16 Financial liabilities

Initial recognition and measurement


Financial liabilities are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification
of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities
not at fair value through profit or loss, directly attributable transaction costs.

Subsequent measurement
After initial recognition, financial liabilities are subsequently measured at amortised cost
using the effective interest method. Gains and losses are recognised in profit or loss when
the liabilities are derecognised, and through the amortisation process.

Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a de-recognition of the original
liability and the recognition of a new liability, and the difference in the respective carrying
amounts is recognised in the profit or loss.

2.17 Borrowing costs


Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs
are capitalised until the assets are substantially completed for their intended use or sale.
All other borrowing costs are expensed in the period they occur. Borrowing costs consist
of interest and other costs that an entity incurs in connection with the borrowing of funds.

2.18 Employee benefits


(a)

Defined contribution plans


The Group participates in the national pension schemes as defined by the laws of
the countries in which it has operations. In particular, the Singapore companies in
the Group make contributions to the Central Provident Fund scheme in Singapore, a
defined contribution pension scheme. Contributions to defined contribution pension
schemes are recognised as an expense in the period in which the related service
is performed.

104

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.18 Employee benefits (contd)

(b)

Employee share option plans


Employees of the Group receive remuneration in the form of share options as
consideration for services rendered. The cost of these equity-settled share based
payment transactions with employees is measured by reference to the fair value of the
options at the date on which the share options are granted which takes into account
market conditions and non-vesting conditions. This cost is recognised in profit or
loss, with a corresponding increase in the share-based compensation reserve, over
the vesting period. The cumulative expense recognised at each reporting date until
the vesting date reflects the extent to which the vesting period has expired and the
Groups best estimate of the number of options that will ultimately vest. The charge
or credit to profit or loss for a period represents the movement in cumulative expense
recognised as at the beginning and end of that period and is recognised in salaries
and employee benefits expense.
No expense is recognised for options that do not ultimately vest, except for options
where vesting is conditional upon a market or non-vesting condition, which are
treated as vested irrespective of whether or not the market condition or non-vesting
condition is satisfied, provided that all other performance and/or service conditions are
satisfied. In the case where the option does not vest as the result of a failure to meet
a non-vesting condition that is within the control of the Group or the employee, it is
accounted for as a cancellation. In such case, the amount of compensation cost that
otherwise would be recognised over the reminder of the vesting period is recognised
immediately in profit or loss upon cancellation. The share-based compensation reserve
is transferred to retained earnings upon expiry of the share option.

2.19 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance
of the arrangement at inception date: whether fulfilment of the arrangement is dependent on
the use of a specific asset or assets or the arrangement conveys a right to use the asset,
even if that right is not explicitly specified in an arrangement.
For arrangements entered into prior to 1 January 2005, the date of inception is deemed to
be 1 January 2005 in accordance with the transitional requirements of INT FRS 104

As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental
to ownership of the leased item, are capitalised at the inception of the lease at the fair value
of the leased asset or, if lower, at the present value of the minimum lease payments. Any
initial direct costs are also added to the amount capitalised. Lease payments are apportioned
between the finance charges and reduction of the lease liability so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance charges are charged to
profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they
are incurred.

105

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.19 Leases (contd)

As lessee (contd)
Capitalised leased assets are depreciated over the shorter of the estimated useful life of
the asset and the lease term, if there is no reasonable certainty that the Group will obtain
ownership by the end of the lease term.
Operating lease payments are recognised as an expense in profit or loss on a straight-line
basis over the lease term. The aggregate benefit of incentives provided by the lessor is
recognised as a reduction of rental expense over the lease term on a straight-line basis.

2.20 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow
to the Group and the revenue can be reliably measured, regardless of when the payment
is made. Revenue is measured at the fair value of consideration received or receivable,
taking into account contractually defined terms of payment and excluding taxes or duty. The
Group assesses its revenue arrangements to determine if it is acting as principal or agent
and records its revenue accordingly.
The following specific recognition criteria must also be met before revenue is recognised:

(a)

Internet hotel reservation service


Revenue from the provision of internet hotel reservation services is recognised once
the reservations are fulfilled and no refund is made. Revenue from such services which
is collected in advance of the fulfillment is deferred and reflected as deferred income.

(b) Sale of tours, transportation and packages


Revenue from the sale of tours, transportation and packages is recognised as follows:

(i)
(ii)
(iii)

tours upon the booking of the tour as no refund is made;


transportation upon completion of the transportation services; and
packages upon completion of the package services.

(c) Sale of air tickets


Sale of air tickets are stated after deducting its cost. It is recognised upon booking
of air tickets, as no refund is made.

(d)

Commission income
Revenue from commission income relates to the provision of internet hotel reservation
services, and is recognised once the reservations are fulfilled.

(e)

Promotion service
Revenue from the provision of promotion services is recognised when the right to
receive payment is established.

106

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.20 Revenue (contd)

(f)

Annual website membership fees


Revenue from membership fees from hotels participating in the website membership
scheme is recognised based on the period of membership during the financial year.
Revenue from such services that is collected in advance of the services being rendered,
is deferred and reflected as deferred income.

(g)

Interest income
Interest income is recognised using the effective interest method.

2.21 Taxes

(a)

Current income tax


Current income 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. The
tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted at the end of the reporting period, in the countries where the
Group operates and generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the
tax relates to items recognised outside profit or loss, either in other comprehensive
income or directly in equity. Management periodically evaluates positions taken in the
tax returns with respect to situations in which applicable tax regulations are subject
to interpretation and establishes provisions where appropriate.

(b)

Deferred tax
Deferred income tax is provided using the liability method on temporary differences
at the end of the reporting period between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:

Where the deferred income tax liability arises from the initial recognition
of goodwill or 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 temporary differences associated with investments in subsidiaries,


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.

107

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.21 Taxes (contd)

(b)

Deferred tax (contd)


Deferred tax assets are recognised for all deductible temporary differences, carry
forward 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 carry forward of unused tax credits and unused tax losses can be utilised except:

where the deferred income tax asset relating to the deductible temporary
difference 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 investment in


subsidiaries, deferred tax assets are recognised only 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 end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profit will
be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are reassessed at the end of each reporting period and are
recognised to the extent that it has become probable that future taxable profit will
allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected
to apply to the year 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 end of
each reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside
profit or loss. Deferred tax items are recognised in correlation to the underlying
transaction either in other comprehensive income or directly in equity and deferred
tax arising from a business combination is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right
exists to set off current income tax assets against current income tax liabilities and the
deferred income taxes relate to the same taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria
for separate recognition at that date, would be recognised subsequently if new
information about facts and circumstances changed. The adjustment would either
be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it is
incurred during the measurement period or in profit or loss.

108

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.21 Taxes (contd)

(c) Sales tax


Revenues, expenses and assets are recognised net of the amount of sales tax except:

Where the sales tax incurred in a purchase of assets or services is not


recoverable from the taxation authority, in which case the sales tax is
recognised as part of the cost of acquisition of the asset or as part of the
expense item as applicable; and

Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority
is included as part of receivables or payables in the balance sheet.

2.22 Segment reporting


For management purposes, the Group is organised into operating segments based on
their products and services which are independently managed by the respective segment
managers responsible for the performance of the respective segments under their charge.
These segment managers report directly to the management of the Company who regularly
review the segment results in order to allocate resources to the segments and to assess the
segment performance. Additional disclosures on each of these segments are presented in
Note31, including factors used to identify the reportable segments and the measurement
basis of segment information.

2.23 Share capital and share issuance expenses


Proceeds from issuance of ordinary shares are recognised as share capital in equity.
Incremental costs directly attributable to the issuance of ordinary shares are deducted
against share capital.

2.24 Treasury shares


The Groups own equity instruments, which are reacquired (treasury shares) are recognised
at cost and deducted from equity. No gain or loss is recognised in the profit or loss on the
purchase, sale, issue or cancellation of the Groups own equity instruments. Any difference
between the carrying amount of treasury shares and the consideration received, if reissued,
is recognised directly in equity. Voting rights related to treasury shares are nullified for the
Group and no dividends are allocated to them respectively.

2.25 Contingencies
A contingent liability is:

(a)

a possible obligation that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the Group; or

109

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

2. Summary of significant accounting policies (contd)


2.25 Contingencies (contd)

(b)

a present obligation that arises from past events but is not recognised because:

It is not probable that an outflow of resources embodying economic benefits


will be required to settle the obligation; or

The amount of the obligation cannot be measured with sufficient reliability.

A contingent asset is a possible asset that arises from past events and whose existence
will be confirmed only by the occurrence or non-occurrence of one or more uncertain future
events not wholly within the control of the Group.
Contingent liabilities and assets are not recognised on the balance sheet of the Group, except
for contingent liabilities assumed in a business combination that are present obligations and
which the fair values can be reliably determined.

2.26 Related parties


A related party is defined as follows:

(a)

A person or a close member of that persons family is related to the Group and
Company if that person:

(i)

Has control or joint control over the Company;

(ii)

Has significant influence over the Company; or

(iii)

Is a member of the key management personnel of the Group or Company or


of a parent of the Company.

An entity is related to the Group and the Company if any of the following conditions
applies:

(b)

(i)

The entity and the Company are members of the same group (which means
that each parent, subsidiary and fellow subsidiary is related to the others).

(ii)

One entity is an associate or joint venture of the other entity (or an associate
or joint venture of a member of a group of which the other entity is a member).

(iii)

Both entities are joint ventures of the same third party.

(iv)

One entity is a joint venture of a third entity and the other entity is an associate
of the third entity.

(v)

The entity is a post-employment benefit plan for the benefit of employees of


either the Company or an entity related to the Company. If the Company is
itself such a plan, the sponsoring employers are also related to the Company;

(vi)

The entity is controlled or jointly controlled by a person identified in (a);

(vii)

A person identified in (a) (i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).

110

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

3. Significant accounting judgments and estimates


The preparation of the Groups consolidated financial statements requires management to
make judgments, estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each
reporting period. However, uncertainty about these assumptions and estimates could result
in outcomes that could require a material adjustment to the carrying amount of the asset or
liability affected in the future periods.

3.1

Judgment made in applying accounting policies


In the process of applying the Groups accounting policies, management has made the
following judgment, apart from those involving estimations, which has the most significant
effect on the amounts recognised in the consolidated financial statements:

(a)

Income taxes
The Group has exposure to income taxes in numerous jurisdictions. Significant
judgment is involved in determining the Group-wide provision for income taxes. There
are certain transactions and computations for which the ultimate tax determination is
uncertain during the ordinary course of business. The Group recognises liabilities for
expected tax issues based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially
recognised, such differences will impact the income tax and deferred tax provisions in
the period in which such determination is made. The carrying amount of the Groups
income tax payable and deferred tax liabilities at 30 September 2013 was $15,000
and $6,000 respectively (2012: $84,000 and $8,000 respectively).

(b)

Determination of functional currency


The Group measures foreign currency transactions in the respective functional
currencies of the Company and its subsidiaries. In determining the functional
currencies of the entities in the Group, judgment is required to determine the currency
that mainly influences sales prices for goods and services of the country whose
competitive forces and regulations mainly determines the sales prices of its goods
and services. The functional currencies of the entities in the Group are determined
based on managements assessment of the economic environment in which the
entities operate and the entities process of determining sales prices.

3.2

Key sources of estimation uncertainty


The key assumptions concerning the future and other key sources of estimation uncertainty
at the end of each reporting period are discussed below. The Group based its assumptions
and estimates on parameters available when the financial statements was prepared. Existing
circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising beyond the control of the Group. Such changes
are reflected in the assumptions when they occur.

111

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

3. Significant accounting judgments and estimates (contd)


3.2

Key sources of estimation uncertainty (contd)

(a)

Impairment of intangible assets


An impairment exists when the carrying value of an asset or cash generating unit
exceeds its recoverable amount, which is the higher of its fair value less costs to sell
and its value in use. The fair value less costs to sell calculation is based on available
data from binding sales transactions in an arms length transactions of similar assets
or observable market prices less incremental costs for disposing the asset. The value
in use calculations are based on a discounted cash flow model. The cash flows are
derived from the budget for the next four years and do not include restructuring
activities that the Group is not yet committed to or significant future investments that
will enhance the assets performance of the cash generating unit being tested. The
recoverable amount is most sensitive to the discount rate used for the discounted
cash flow model as well as the expected future cash inflows and the growth rate
used for extrapolation purposes. Further details of the key assumptions applied in
the impairment assessment of intangible assets, are disclosed in Note 5.

(b)

Impairment of loans and receivables


The Group assesses at the end of each reporting period whether there is any objective
evidence that a financial asset is impaired. To determine whether there is objective
evidence of impairment, the Group considers factors such as the probability of
insolvency or significant financial difficulties of the debtor and default or significant
delay in payments.
Where there is objective evidence of impairment, the amount and timing of future
cash flows are estimated based on historical loss experience for assets with similar
credit risk characteristics. The carrying amount of the Groups loans and receivables
at the end of the reporting period is disclosed in Note33.

(c)

Useful lives of property, plant and equipment


The cost of property, plant and equipment is depreciated on a straight-line basis
over their estimated useful lives. Management estimates the useful lives of these
property, plant and equipment to be within 3 17 years. The carrying amount of the
Groups property, plant and equipment at 30 September 2013 was $7,070,000 (2012:
$9,964,000). Changes in the expected level of usage and technological developments
could impact the economic useful lives of these assets, therefore future depreciation
charges could be revised.

112

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

3. Significant accounting judgments and estimates (contd)


3.2

Key sources of estimation uncertainty (contd)

(d)

Useful lives of intangible assets


The useful lives of intangible assets are assessed as either finite or indefinite.
The cost of website development and software is amortised on a straight-line basis
over their estimated useful lives. Management estimates the useful lives of these
website development and software costs to be within 3 to 5 years. The carrying
amount of the Groups website development and software costs at 30 September
2013 was $3,595,000 (2012: $3,222,000). Changes in the expected level of usage
and technological developments could impact the economic useful lives of these
assets, therefore future depreciation charges could be revised.
The useful lives of club membership and the contractual and legal right over audiovisual materials have been determined to be infinite.

(e)

Deferred tax assets


Uncertainties exist with respect to the interpretation of complex tax regulations and
the amount and timing of future taxable income. Given the wide range of international
business relationships and the long-term nature and complexity of existing contractual
agreements, differences arising between the actual results and the assumptions made,
or future changes to such assumptions, could necessitate future adjustments to tax
provisions already recorded. The Group establishes provisions, based on reasonable
estimates, for possible consequences of audits by the tax authorities of the respective
countries in which it operates. The amount of such provisions is based on various
factors, such as experience of previous tax audits and differing interpretations of
tax regulations by the taxable entity and the relevant tax authority. Such differences
of interpretation may arise on a wide variety of issues depending on the conditions
prevailing in the respective Group companys domicile.
Deferred tax assets are recognised for all unused tax losses to the extent that it is
probable that taxable profit will be available against which the losses can be utilised.
Significant management judgment is required to determine the amount of deferred tax
assets that can be recognised, based upon the likely timing and level of future taxable
profits together with future tax planning strategies. The carrying value of deferred tax
assets at 30 September 2013 was $156,000 (2012: $100,000).

113

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

4.

Property, plant and equipment

Group
Cost

At 1 October 2011

Additions

Disposals

Exchange differences

At 30 September 2012 and


1 October 2012

Additions

Disposals

Disposal of a subsidiary
company

Exchange differences

At 30 September 2013
Accumulated depreciation
At 1 October 2011

Charge for the year

Disposals

Exchange differences

At 30 September 2012 and


1 October 2012

Charge for the year

Disposals

Disposal of a subsidiary
company

Exchange differences

At 30 September 2013

Furniture
and
Office
Motor
Computers fittings equipment Renovation vehicles
$000

1,526
192

(101)
(22)

1,595
131

(20)

(61)
(4)

$000

$000

406

386

(211)

358

(8)

545
9

(9)
(2)

(1)

$000

$000

439

11,555

14,312

(88)

(241)

(1,150)

(1,791)

350

343

11,092

13,925

(3,481)

(3,515)

(56)

(129)

62

(10)

15

(5)

(10)
(1)

149

(4)

695

(8)

49

(1)

1,641

542

349

344

7,603

1,072

294

260

251

1,943

(163)

(85)

(173)

186

218

152

267

(97)

(15)
1,227
196

(20)

(23)
(4)

62

(7)

89

(7)

(1)

(1)

Total

$000

50

(7)

50

(2)

(5)

(1)

78

(4)

70

698

(457)
(6)

2,178
680

1,456

(52)

204

(6)

10,479

3,820

1,155

(975)
(39)

3,961

1,085

(1,542)

(1,571)

(29)

(58)

(1)

(1)

(8)

1,376

266

260

221

1,286

3,409

At 30 September 2012

368

359

132

191

8,914

9,964

At 30 September 2013

265

276

89

123

6,317

7,070

Net carrying amount

114

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

4.

Property, plant and equipment (contd)

Company
Cost

At 1 October 2011

Additions

Disposals

Furniture
and
Office
Motor
Computers fittings equipment Renovation vehicles
$000

$000

625

160

79

267

$000
67

32

$000
89

85

Total

$000

$000

225

1,166

320

(118)

(12)

(60)

(225)

783

(415)

At 30 September 2012 and


1 October 2012

704

309

87

114

320

1,534

At 30 September 2013

705

315

91

114

320

1,545

45

225

830

(37)

(225)

(348)

Additions

Accumulated depreciation
At 1 October 2011

437

Charge for the year

130

At 30 September 2012 and


1 October 2012

567

At 30 September 2013

Disposals

Charge for the year

91

41

(76)
56

32

14

(10)
36

21

29

11

211

693

656

60

116

17

23

64

253

At 30 September 2012

137

253

51

85

315

841

At 30 September 2013

49

199

38

62

251

599

Net carrying amount

89

53

52

69

946

Assets held under finance leases


In 2012, the Group acquired certain motor vehicles with an aggregate cost of $288,000 by
means of finance leases. The cash outflow on acquisition of property, plant and equipment
amounted to $1,168,000. There were no assets acquired under finance leases in 2013.
As at 30 September 2013, the carrying amount of property, plant and equipment of the Group
and Company held under finance leases were:
2013
$000
Motor vehicles held under
finance lease

6,075

Group

2012
$000

2013
$000

7,613

251

Company

2012
$000
315

Leased assets are held as security for the related finance lease liabilities (Note 19).

115

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

5.

Intangible assets

Group
Cost

At 1October 2011
Additions

Exchange differences

At 30 September 2012 and


1 October 2012
Additions

Exchange differences

At 30 September 2013

Goodwill
$000

1,609

Contractual
and legal
Website
right over
development
audio-visual
Club
and software
materials
membership
costs
$000

$000

$000

2,325

45

5,973

9,952

(112)

(3)

1,046

(21)

1,609

2,213

42

6,998

56

Total

$000

1,368

1,046

(136)

10,862

1,368

60

1,609

2,269

43

8,369

12,290

At 1 October 2011

2,986

2,986

Exchange differences

Accumulated amortisation
Amortisation

At 30 September 2012 and


1 October 2012
Amortisation

At 30 September 2013
Net carrying amount

808

(18)

808

(18)

3,776

3,776

4,774

4,774

998

998

At 30 September 2012

1,609

2,213

42

3,222

7,086

At 30 September 2013

1,609

2,269

43

3,595

7,516

116

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

5.

Intangible assets (contd)


Company

Website development
and software costs
$000

Cost
At 1 October 2011

5,189

Additions internal development

1,046

At 30 September 2012 and 1 October 2012

6,235

Additions internal development

1,289

At 30 September 2013

7,524

Accumulated amortisation
At 1 October 2011

2,239

At 30September 2012 and 1 October 2012

3,034

At 30 September 2013

4,019

Amortisation
Amortisation

795
985

Net carrying amount


At 30 September 2012

3,201

At 30 September 2013

3,505

Website development and software costs


Website development costs were incurred to develop and enhance the website to provide
information of the products and services of the Group to customers where they can procure
these services on the website.
Software costs refer to costs incurred to develop and enhance the applications used to
facilitate booking processes, management of customers data and management of intelligence
support and reporting.
As at balance sheet date, website development and software costs have a remaining
amortisation period of between 1-5 years (2012: 1-5 years).

Amortisation expense
The amortisation of website development and software costs is shown as a separate line item
in the consolidated income statement. Club membership is not amortised as it has indefinite life.

117

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

5.

Intangible assets (contd)

Impairment testing of goodwill


Goodwill arising from business combinations has been allocated to three individual
cash-generating units (CGU) for impairment testing as follows:

Hotel Promotion Service segment


Hotel Reservation segment
Travel Services segment

The carrying amounts of goodwill allocated to each CGU are as follows:


Hotel
Promotion
Service
segment

Group

Goodwill

Hotel
Reservation
segment

Travel
Services
segment

Total

2013
$000

2012
$000

2013
$000

2012
$000

2013
$000

2012
$000

2013
$000

2012
$000

555

555

453

453

601

601

1,609

1,609

The recoverable amounts of the CGUs have been determined based on value in use
calculations using cash flow projections from financial budgets approved by management
covering a period of four years. The pre-tax discount rate applied to these cash flow projections
and the forecasted growth rates used to extrapolate the cash flow projections beyond the
four years period are as follows:
Hotel
Promotion
Service
segment

Group

2013
$000

Growth rate

Pre-tax discount rate

0%

19.51%

2012
$000
10%

19.51%

Hotel
Reservation segment
2013
$000

34%

5.50%

2012
$000

10%

7.71%

Travel
Services
segment

2013
$000

5%

5.50%

2012
$000
10%

19.51%

The calculations of value in use for the CGUs are most sensitive to the following assumptions:

Budgeted gross margins Gross margins are based on average values achieved
in the year immediately preceding the start of the budget period and adjusted for
anticipated efficiency improvements. For the Hotel Reservation segment and the
Travel Services segment, an increase of 3% - 4% and 5% per annum respectively
was applied. No adjustment was made for the Hotel Promotion Service Segment.

Growth rates The forecasted growth rates are based on published industry research
and do not exceed the long-term average growth rate for the industries relevant to
the CGUs.

118

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

5.

Intangible assets (contd)

Impairment testing of goodwill (contd)

Pre-tax discount rate Discount rates represent the current market assessment of the
risks specific to each CGU. This is the benchmark used by management to assess
operating performance and to evaluate future investment proposals. In determining
appropriate discount rates for each CGU, regard has been given to the yield on a
five-year government bond issued in year 2013.

No impairment is recorded as the value in use amount exceeds its carrying amount as at
30September 2013 and 2012.
Impairment testing of contractual and legal right over audio-visual materials
The Group has assessed the recoverable amount of contractual and legal right over audiovisual materials based on its cash-generating units fair value less cost to sell, estimated
based on selling price of comparative audio-visual materials. No impairment is recorded as the
estimated fair value less cost to sell amount exceeds its carrying amount as at 30September
2013 and 2012.

6.

Investment in subsidiaries
2013

Company

$000
Shares, at cost

Impairment losses
# Amount less than $1,000

2012

$000

8,752

7,501

7,436

7,501

(1,316)

119

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

6.

Investment in subsidiaries (contd)


The details of the subsidiaries are:

Name of Company

Country of
incorporation

Principal activities

Proportion
of ownership
interest held by
the Group
2013
%

2012
%

Held by the Company


AT Reservation Network
Pte Ltd (1)

Singapore

Provision of internet hotel


reservation service, website
membership and sale of tour
packages

100

100

S.H. Tours Pte. Ltd. (1)

Singapore

Provision of tours and


transportation packages

100

100

Profit China Group Limited(9)

The British
Virgin Islands

Dormant

100

100

Yelford Investments Limited(9)

The British
Virgin Islands

Dormant

100

100

OV International Pte. Ltd. (9)

Singapore

Dormant

100

100

AT Express Pte. Ltd. (1)

Singapore

Provision of wholesale hotel


reservation service

50

50

Freeneasy Travel Pte. Ltd. (2)

Singapore

Provision of internet hotel


reservation service, sale of tour
packages

50

50

Star-Travel.com Limited(9)

The British
Virgin Islands

Dormant

100

100

Precise Reform Limited(9)

The British
Virgin Islands

Dormant

100

100

120

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

6.

Investment in subsidiaries (contd)

Name of Company

Country of
incorporation

Principal activities

Proportion
of ownership
interest held by
the Group
2013
%

2012
%

Held through AT Reservation


Network Pte Ltd
AT Network Co., Ltd. (3)

Thailand

Provision of internet hotel


reservation service, website
membership and sale of tour
packages

100

100

AT Phil., Inc. (4), (10)

Philippines

Provision of internet hotel


reservation service, website
membership and sale of tour
packages

100

100

Asia Travel Network Limited(5), (10) Hong Kong

Provision of internet hotel


reservation service, website
membership and sale of tour
packages

100

100

PT Asia Travelindo Nusantara (9)

Indonesia

Dormant

100

100

Asia Travel Network Pty Ltd(9)

Australia

Dormant

100

100

Asiatravel.com Inc. (9)

United States
of America

Dormant

100

100

Asia Middle East Tours & Travel


(L.L.C.) (6)

United Arab
Emirates

Provision of internet hotel


reservation service, website
membership and sale of tour
packages

100

100

AT-Chinese (HK) Limited(5)

Hong Kong

Provision of internet hotel


reservation service, website
membership and sale of tour
packages

100

100

Hotel-Solution.com Pte. Ltd. (9)

Singapore

Dormant

75

75

Asiatravel (International) Private India


Limited (9), (10), (11)

Dormant

100

100

Asiatravel Online Sdn. Bhd. (7), (10) Malaysia

Provision of internet hotel


reservation service and sale of
tour packages

100

100

121

2013 ANNUAL REPORT

NOTES TO THE
FINANCIAL STATEMENTS (Contd)

s eptember 2013

6.

Investment in subsidiaries (contd)

Name of Company

Country of
incorporation

Principal activities

Philippines

Dormant

Proportion
of ownership
interest held by
the Group
2013
%

2012
%

70

70

Provision of tour and


transportation packages

60

s ubsidiary company held by


AT Phil., Inc.
Islander Exclusive Express
Tours, Travel and
Transportation, Inc. (9)
s ubsidiaries held by AT
Express Pte Ltd
Arahato Travel & Tours Sdn Bhd. Malaysia

AT Express India Ltd. (8), (11)

India

Provision of tour and


transportation packages

65

65

AT Express Reservation Private


Limited (8), (11)

India

Provision of tour and


transportation packages

100

100

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)

Audited by Ernst & Young LLP, Singapore


Audited by Grant Thornton Limited, Thailand
Audited by KPMG Manabat Sanagustin & Co., Philippines
Audited by Willis Cheng & Company, Hong Kong
Audited by Gulf Accountancy & Audit Centre, Al Abdooli & Co, United Arab Emirates
Audited by SL Ling & Co., Malaysia
Audited by Ahuja Arun & Co., Chartered Accountants, New Delhi
Exempted from audit in the country of incorporation
Certain shares are held in trust by third parties
Different year end with the Group

Disposal of a subsidiary company


On 31 December 2012, Arahato Travel & Tours Sdn Bhd with a share capital of $250,000 has
been disposed. There were no gains and losses on the disposal of the subsidiary company. The
Impairment testing of investment in subsidiaries
in S.H. Tours Pte. Ltd. as this subsidiary had been making losses. An impairment loss of
$1,316,000 (2012: Nil) was recognised for the year ended 30 September 2013 to write down
this subsidiary to its recoverable amount. The recoverable amount of the investment in S.H.
Tours Pte. Ltd. is determined based on its fair value less cost of disposal.

122

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

7.

Other investments
2013
$000

Group

2012
$000

Non-current:

Available-for-sale financial assets


Unquoted equity shares

411

Cost

(279)

98

124

At 1 October

279

197

At 30 September

306

279

(7)

Exchange differences

Movement in impairment loss accounts:

(8)

27

Allowance provided during the year

411

(306)

Less: Impairment loss

82

Impairment loss
During the year, the Group recognised impairment loss of $27,000 (2012: $82,000) as there
were significant or prolonged decline in the fair value of these investments below their
costs. The Group treats significant generally as variance above 30% and prolonged as
duration greater than 12 months.

8.

Deferred tax
Deferred tax as at 30 September relates to the following:
Consolidated
Balance Sheet

2013
$000

2012
$000

Group

Consolidated
Income Statement
2013
$000

2012
$000

Deferred tax assets

Excess Minimum Corporate Income Tax


(MCIT) recoverable
General provisions

Exchange differences

Deferred tax liabilities

Differences in depreciation for tax purposes


Other deferred liabilities
Deferred tax credit

70

56

87

48

156

100

(1)

(4)

(4)

(5)

(6)

(8)

(2)

(3)

(14)

11

(39)

(24)

(1)

(681)

(58)

(689)

(3)

(1)

123

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

8.

Deferred tax (contd)

MCIT
With effect from 30 September 2004, a Philippines subsidiary company is subject to the
MCIT wherein it is required to pay 2% of its gross income or the normal income tax on its
net income, whichever is higher.
As of 30 September 2013, the composition of the MCIT amounting to S$70,000 (2012:
S$56,000), which may be credited against future normal income tax liabilities, is as follows:
Year incurred

Expiry date

MCIT
$000

2011

30 September 2014

32

2013

30 September 2016

31

2012

30 September 2015

70

MCIT will expire 3 years subsequent to the year in which it was incurred. MCIT that has
expired during the year amounts to $17,000 (2012: $18,000). The Directors are of the view
that there are sufficient tax planning opportunities to realise these tax benefits.
Unrecognised tax losses and capital allowances
2013
$000
Temporary differences for which no
deferred tax asset is recognised:
Unutilised tax losses

Unabsorbed capital allowances

6,221

1,342
7,563

Group

Company

2012
$000

2013
$000

2012
$000

5,458

4,516

3,893

6,789

5,082

4,352

1,331

566

459

The unabsorbed capital allowances and unutilised tax losses mentioned above are available
for off-set against future taxable profits of the companies from which these unabsorbed capital
allowances and unutilised losses arose. No deferred tax asset is recognised due to the
uncertainty of its recoverability. The use of these unabsorbed capital allowances and unutilised
tax losses are subject to the agreement of the tax authorities and compliance with certain
provisions of the tax legislation of the respective countries in which the companies operate.

Unrecognised temporary differences relating to investments in subsidiaries


At the end of the reporting period, no deferred tax liability (2012: Nil) has been recognised
for taxes that would be payable on the undistributed earnings of certain of the Groups
subsidiaries as the Group has determined that the undistributed earnings of its subsidiaries
will not be distributed in the foreseeable future.
Such temporary differences for which no deferred tax liability has been recognised aggregate
to $7,976,000 (2012: $8,006,000). The deferred tax liability is estimated to be approximately
$1,395,000 (2012: $1,370,000).

124

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

9.

Inventories
2013
$000
Hotel/resort room nights

Admission tickets

Airtime spots

Inventories written down Hotel/resort


room nights

10.

Group

5,653

2012
$000

Company

2013
$000

5,801

317

320

367

2012
$000

6,337

6,791

670

367

670

68

221

367

670

Trade receivables
Trade receivables are non-interest bearing and are generally on 30 to 90 days terms. They
are recognised at their original invoice amounts which represents their fair values on initial
recognition.
2013
$000

Company

2012
$000

2013
$000

2012
$000

Trade receivables nominal amounts

8,981

8,600

240

300

At 31 December

8,910

8,529

240

300

Less: Allowance for impairment

Group

(71)

(71)

Receivables that are impaired


The Groups trade receivables that are impaired at the end of the reporting period and the
movement of the allowance accounts used to record the impairment are as follows:
Group

Collectively impaired
2013
$000

2012
$000

Movement in allowance accounts:


At 1 October

71

114

At 30 September

71

(43)

Bad debts written off directly to income statement

12

Written off during the year

71

125

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

10.

Trade receivables (contd)


Trade receivables are individually determined to be impaired when the debtors are in significant
financial difficulties and have defaulted on payments. There are no trade receivables (2012:
Nil) that have been individually determined to be impaired at the balance sheet date.
As at 30 September 2013, the trade receivables of the Group and the Company are
denominated in the following currencies:
2013
$000
Singapore Dollar

Chinese Yuan

Hong Kong Dollar

Malaysia Ringgit

United Arab Emirates Dirham

United States Dollar

Others

Group

4,427

3,973

2013
$000

2012
$000

4,021

169

234

159

4,124

255
32

98

95

Company

2012
$000

83

33

82

40

50

24

8,910

8,529

240

300

46

11

Receivables that are past due but not impaired


The Group and the Company have trade receivables amounting to $2,647,000 (2012:
$771,000) and $26,000 (2012: $101,000) respectively that are past due at the end of the
reporting period but not impaired. These receivables are unsecured and the analysis of their
aging at the end of the reporting period is as follows:
2013
$000
Trade receivables past due but not
impaired:
Less than 30 days

30 to 60 days

61-90 days

91-120 days

More than 120 days

182

Group

2012
$000

358

1,767

150

78

533

165

2,647

Company

2013
$000

2012
$000

14

51

28

134

22

59

771

26

101

126

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

11.

Other receivables
2013
$000
Deposits

Staff advances

Other debtors

Group

Company

2012
$000

2013
$000

2012
$000

1,509

1,569

229

238

491

252

60

35

60

54

2,060

1,875

289

273

The staff advances are non-interest bearing, unsecured, repayable on demand and are to
be settled in cash.
As at 30 September 2013, the other receivables for the Group and the Company are
denominated in the following currencies:
2013
$000
Singapore Dollar

Hong Kong Dollar

362

2012
$000

2012
$000

867

270

273

203

379

217

India Rupee

141

178

51

58

Thai Baht

Others

83

99

2,060

Company

2013
$000

United Arab Emirates Dirham

Philippine Peso

12.

1,107

Group

173
17

1,875

19

289

273

Amounts due from subsidiaries


Company

2013
$000
Trade

Non-trade

246

7,022
7,268

2012
$000
985

11,921

12,906

The amounts are unsecured, non-interest bearing, repayable on demand and are to be
settled in cash.
These non-trade balances mainly relate to management fees due, and hosting and domain
fees paid on behalf of these companies.

127

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

13.

Amounts due from other related parties


In the prior year, the amounts were trade related, unsecured, non-interest bearing, repayable
on demand and have been settled in cash in the current year.

14.

Cash and bank balances


Cash and bank balances included in the consolidated cash flow statement comprise the
following:
2013
$000
Fixed deposits

Cash at bank and on hand

Cash and cash equivalents

Fixed deposits pledged

Group

251

2012
$000
185

3,668

4,456

3,919

4,641

1,850

2,008

5,769

6,649

Company

2013
$000

1,912

1,912

1,250
3,162

2012
$000

1,521

1,521

1,250
2,771

Cash and bank balances are denominated in the following currencies:


2013
$000
Singapore Dollar

Hong Kong Dollar


Philippine Peso

Thai Baht

United States Dollar

Malaysian Ringgit
Indian Rupee

United Arab Emirates Dirham

Others

Group

Company

2012
$000

2013
$000

2012
$000

3,173

3,688

1,862

1,774

592

749

213

262

310

775

460

501

734

431

118

101

207

288

70

5,769

263

350

111

71

264

120

6,649

111

152

214

63

142

3,162

2,771

66

116

The fixed deposits bear interest rates ranging from 0.025% to 0.13% (2012: 0.03% to 0.14%)
per annum and mature within the next twelve months. Fixed deposits are made for varying
periods of between 3 and 6 months depending on the immediate cash requirements of the
Group and earn interest at the respective deposit rates. These fixed deposits can be withdrawn
by the Group anytime with minimum forfeiture of interest income.
Certain fixed deposits of the Group are pledged to a bank for the issuance of banker guarantees
for bank overdraft facilities of certain subsidiaries and the Company and draw down of an
SGD loan under a money market loan. At the end of the reporting period, the Group has
drawn down an SGD loan of S$500,000 (Note 20). There were no overdraft balances drawn
down as at year end.

128

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

15.

Trade and other payables

Trade payables
Trade payables are non-interest bearing and normally settled on 30 - 90 days terms.
As at 30 September 2013, the trade payables of the Group are denominated in the following
currencies:
2013
$000
Singapore Dollar
Thai Baht

1,758

746

563

526

316

Hong Kong Dollar

288

369

Malaysia Ringgit

233

Philippine Peso

186

120

Others

140

139

35

United Arab Emirates Dirham

2012
$000

2,365
458

United States Dollar

Group

4,615

55

3,682

Other payables

Other payables are non-interest bearing and have an average term of 1-3 months.
2013
$000
Accruals

Amount payable for the purchase


of admission tickets and room
entitlements

Other creditors

2,609
1,105
699

4,413

Group

Company

2012
$000

2013
$000

3,448

500

372

1,105

4,229

1,873

409

268

2012
$000
352
372

247
971

129

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

15.

Trade and other payables (contd)


As at 30 September, the other payables for the Group and the Company are denominated
in the following currencies:
2013
$000
Singapore Dollar

Chinese Yuan

Hong Kong Dollar

Philippine Peso

United States Dollar

United Arab Emirates Dirham


Others

16.

Group

Company

2012
$000

2013
$000

2012
$000

3,278

2,514

1,720

874

52

20

102

160

939

200

153

361

129

81

198

83

24

16

470
4,413

112

4,229

1,873

971

Deferred income
Deferred income relates to revenue from services that are collected in advance of its fulfillment.

17.

Amounts due to subsidiaries


The amounts are non-trade related, unsecured, non-interest bearing, repayable on demand
and are to be settled in cash.
These balances mainly relate to trade receipts collected on behalf of subsidiaries.

18.

Amounts due to other related parties


The amounts are non-trade related, unsecured, non-interest bearing, repayable on demand
and are to be settled in cash.
These balances mainly relate to trade receipts collected on behalf of these parties.

130

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

19.

Obligations under finance leases


The Group entered into hire purchase arrangement for the purchase of certain motor vehicles.
These obligations are secured by a charge over the leased assets (Note 4). The effective
interest rates implicit in the leases of the Group and Company are 4.26% to 6.54% (2012:
4.26% to 6.54%) and 4.26% to 6.54% (2012: 4.26% to 6.54%) per annum respectively.
These obligations are denominated in the respective functional currencies of the relevant
entities in the Group.
Future minimum lease payments under finance leases together with the present value of the
net minimum lease payments are as follows:
2013
Minimum
payments
$000

Group

Within one year

1,480

$000

1,257

2012
Minimum
payments
$000

1,880

Present
value of
payments
$000

1,714

After one year but not more than five years

1,596

1,447

2,071

1,963

Total minimum lease payments

3,178

2,801

4,093

3,796

Present value of minimum lease payments

2,801

2,801

3,796

3,796

More than five years

Less: Amount representing finance charges

Company

Within one year

102

97

(377)

962

907

142

(297)

1,447

119

1,298

389

358

1,938

1,842

Total minimum lease payments

1,453

1,362

3,527

3,259

Present value of minimum lease payments

1,362

1,362

3,259

3,259

2012
$000

2013
$000

2012
$000

500

After one year but not more than five years

More than five years

Less: Amount representing finance charges

20.

Present
value of
payments

102

97

(91)

142

(268)

119

Bank Loan
2013
$000
SGD loan

500

Group

Company

This loan has been drawn down under a Money Market Loan bearing interest rate of 3.42%
per annum. The loan is repayable within 3 months and is secured by a charge over fixed
deposit pledged.

131

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

21. Share capital and treasury shares


(a) Share capital


Group and Company

2013

No. of shares
000
At 1 October

At 30 September

Ordinary shares issued and fully paid:


Exercise of share options (Note 29)

2012

$000

No. of shares
000

$000

243,058

32,058

242,658

31,964

243,058

32,058

243,058

32,058

400

94

The holders of ordinary shares (except treasury shares) are entitled to receive
dividends as and when declared by the Company. All ordinary shares carry one vote
per share without restriction. The ordinary shares have no par value.
The Company has an employee share option plan (Note 29) under which options
to subscribe for the Companys ordinary shares have been granted to employees
of the Group.

(b)

Treasury shares
Group and Company

2013

No. of shares
000

2012

$000

No. of shares
000

$000

At 1 October

(10,646)

(3,124)

(10,345)

(3,025)

At 30 September

(10,646)

(3,124)

(10,646)

(3,124)

Share buy-back

(301)

(99)

Treasury shares relate to ordinary shares of the Company that are held by the
Company.
The Company acquired Nil (2012: 301,000) shares in the Company through purchases
on the Singapore Exchange Securities Trading Limited during the year. The total
amount paid to acquire the shares was $Nil (2012: $99,000) and this was presented
as a component within shareholders equity.

132

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

22.

Other reserves

(a)

Accumulated losses
2013
$000
At 1 October

Loss for the year

Reversal of expired share options


At 30 September

Group

(2,669)

2012
$000
1,069

(5,743)

(3,769)

(8,329)

(2,669)

83

31

Company

2013
$000

2012
$000

(10,836)
(5,023)
83

(15,776)

(8,655)
(2,212)
31

(10,836)

(b) Share-based compensation reserve


Share-based compensation reserve represents the equity-settled share options
granted to employees (Note 29). The reserve is made up of the cumulative value
of services received from employees recorded over the vesting period commencing
from the grant date of equity-settled share options, and is reduced by the expiry or
exercise of the share options.
Group and Company

At 1 October

Grant of equity-settled share options


Reversal of expired share options

At 30 September

(c)

2013
$000

2012
$000

83

114

(83)

(31)

83

Foreign currency translation reserve


The foreign currency translation reserve represents exchange differences arising
from the translation of the financial statements of foreign operations whose functional
currencies are different from that of the Groups presentation currency.
2013

(d)

2012

$000

$000

At 1 October

(2,831)

(2,286)

At 30 September

(2,564)

(2,831)

Translation of financial statements of foreign subsidiaries

Group

267

(545)

Capital reserve
Capital reserve represents the excess of book value of non-controlling interests
acquired in prior years over its cash consideration.

133

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

23. Sale of services


2013
$000
Sale of hotel/resort rooms

Sale of tours, transportation and packages


Commission income

Sale of air tickets

Promotion service

Annual website membership fees

24.

Group

56,979

2012
$000
60,065

22,890

21,816

2,545

4,060

2,444

2,684

1,373

1,751

86,248

90,396

17

20

Other income
2013
$000

Group

2012
$000

Sundry income

197

426

Credit card rebate

285

201

Tour operator incentive


Unredeemed admission tickets
Exchange gain - realised

343
6

831

184
168

983

134

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

25.

Loss before tax


Loss before tax included the following for the financial years ended 30 September:
2013
$000
Changes in inventories:
Hotel/resort rooms

51,213

Promotion service

354

Tours, transportation and packages

16,153

Group

2012
$000
52,494
15,973
418

67,720

68,885

165

295

3,366

3,129

72

115

E.com and credit card charges

1,415

1,141

Upkeep of motor vehicles

1,104

1,195

Finance costs:

Interest expense on obligations under finance leases


Other items included in other operating expenses includes:
Service fee to principal agents of subsidiary companies
Consultancy and professional fees
Directors fees

Non-Executive Directors of the Company

Loss on disposal of property, plant and equipment, net


Advertisements and promotion fees
Internet charges

Office and photocopier rental expenses


Telecommunications

Bad trade debts written off (Note 10)


Inventories written down (Note 9)

Provision for impairment loss on investment (Note 7)


Exchange loss/(gain) realised
Exchange loss unrealised
Audit fees:

Auditor of the Company


Other auditors
Non-audit fees:

Auditor of the Company


Other auditors

Total audit and non-audit fees

400

158

2,475
106

1,247

241
2

68
27

151

687

87

2,592
113

1,390
255
12

221
82

(3)

336

83

185

178

25

29

279

276

59

10

56

13

135

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

26.

Income tax credit

Major components of tax credit


2013
$000

Group

2012
$000

Income statement:
Current income tax
Singapore
Overseas

(Over) / under provision in respect of previous years


Deferred income tax

Origination and reversal of temporary differences


Income tax credit recognised in income statement

84

59

106

32

224

(58)

(689)

(27)

34

(26)

(465)

Relationship between tax credit and accounting loss


The reconciliation between tax credit and the product of accounting loss multiplied by the
applicable corporate tax rate for the years ended 30 September 2013 and 2012 are as follows:
2013
$000

Group

2012
$000

Loss before tax

(6,312)

(3,991)

Tax benefit calculated at corporate tax rate of 17%

(1,073)

(678)

Adjustments:

Expenses not deductible in determining taxable profits


Income not subject to tax

Statutory stepped income exemption

Utilisation of deferred tax assets previously not recognised


Expired MCIT (Note 8)

Effect of different tax rates in other countries


Deferred tax asset not recognised

(Over)/under provision in respect of previous years

Income tax credit recognised in income statement

600

500

(75)

(247)

(30)

17

(34)
18

(85)

(28)

(27)

34

617

(26)

(465)

136

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

27.

Losses per share


Basic earnings per share amounts are calculated by dividing profit for the year, net of tax,
attributable to owners of the Company by the weighted average number of ordinary shares
outstanding during the financial year.
Diluted earnings per share amounts are calculated by dividing profit for the year, net of
tax, attributable to owners of the Company by the weighted average number of ordinary
shares outstanding during the financial year plus the weighted average number of ordinary
shares that would be issued on the conversion of all the dilutive potential ordinary shares
into ordinary shares.
The following table reflects the loss and share data used in the computation of basic and
diluted losses per share for the years ended 30 September:
Group

2013
$000
Loss net of tax attributable to owners of the Company used in the
computation of basic and dilutive earnings per share

(5,743)

Weighted average number of ordinary shares for basic earnings


per share computation

Effect of dilution:

Share options *
Warrants *

Weighted average number of ordinary shares for diluted earnings


per share computation

(3,769)
Group

2013
$000

2012
$000

2012
$000

242,756

242,745

242,756

242,745

300,000 (2012: 365,000) share options were granted to employees under the existing employee
share option plans and 59,751,708 warrants in issue have not been included in the calculation of
diluted loss per share because they are anti-dilutive.

Since the end of the financial year, the number of unexercised share options amounted
to 300,000 (2012: 365,000) shares and the number of unexercised warrants amounted to
59,751,708 (2012: Nil) warrants. During the year, Nil (2012: 301,000) shares were repurchased
pursuant to a share buy-back exercise. There have been no other transactions involving
ordinary shares or potential ordinary shares since the reporting date and before the completion
of these financial statements.

137

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

28.

Commitments and contingencies

Operating lease commitments


The Group has entered into commercial leases for properties and tour desks. These leases
expire on various dates till April 2017 and contain provisions for rental adjustments. There
are no restrictions placed upon the Group or the Company by entering into these leases.
Minimum lease payments recognised as an expense in the income statement for the financial
year ended 30 September 2013 amounted to $1,247,000 (2012: $1,390,000).
Future minimum rental payable under non-cancellable operating leases at the end of the
reporting period are as follows:
Group
2013
$000
Within one year
After one year but not more than five years

2012
$000

850

1,055

1,192

2,001

342

946

29. Salaries and employee benefits


Salaries and employee benefits included the following for the financial years ended
30September:
2013
$000

Group

2012
$000

Directors remuneration

Salaries and other emoluments


Directors of the Company
Directors of subsidiaries
Defined contributions

Directors of the Company


Directors of subsidiaries
Other employees

Defined contributions
Salaries and bonus

Other personnel expenses

273

364

13

906

286
481

13

831

7,535

7,866

9,737

10,230

638

746

138

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

29. Salaries and employee benefits (contd)


Asiatravel.com Share Option Scheme (the Scheme)
Under the Scheme, full time employees, including all executive and non-executive directors,
are granted non-transferable options. Options are granted for terms of 10 years to purchase
Asiatravel.com Holdings Ltds ordinary shares at prices not exceeding a 20% discount on
the market value of the shares based on the average of the last dealt price of the share for
the five market days prior to the date of grant, as quoted and shown on the daily Financial
News published by the SGX-ST, or its nominal value, whichever is higher.
Asiatravel.com Share Option Scheme 2011 (2011 Scheme)
Under 2011 Scheme, full time employees, including all executive and non-executive directors,
are granted non-transferrable options. Options are granted for terms of 10 years to purchase
Asiatravel.com Holdings Ltds ordinary shares at prices not exceeding a 20% discount on
the market value of the shares based on the average of the last dealt price of the share for
the five market days prior to the date of grant, as quoted and shown on the daily Financial
News published by the SGX-ST, or its nominal value, whichever is higher.
Asiatravel.com Performance Share Plan (Share Plan)
Under Share Plan, subject to the absolute discretion of the Remuneration Committee, full
time employees, including all executive and non-executive directors, are eligible to participate
in Share Plan provided that, as of the Date of the Grant, such persons have attained the
age of twenty-one (21) years, are not undischarged bankrupts and have not entered into
any composition(s) with their respective creditors, and in the case of Employees, must have
been in employment of the Group for at least twelve (12) months, or shorter period as the
Committee may determine.
Movement of share options during the financial year
The following table illustrates the number (No.) and weighted average exercise prices
(WAEP) of, and movements in, equity-settled share options during the year.
2013

No.
Outstanding at beginning of year
Granted during the year

Cancelled during the year

Exercised during the year (1)

2012

WAEP

No.

365,000

0.60

1,099,000

(365,000)

0.60

300,000

0.21

Outstanding at end of year (2)

300,000

0.21

Exercisable at end of year

300,000

0.21

(334,000)

WAEP
0.41

0.42

(400,000)

0.24

365,000

0.60

365,000

0.60

(1)

No share options were exercised during the year. The weighted average share price at the date of
exercise of the options exercised in 2012 was $0.24.

(2)

The exercise prices for options outstanding at the end of the year was $0.21 (2012: $0.60). The
weighted average remaining contractual life for these options is 4.58 years (2012: 0.34 years)

365,000

200,000

165,000

300,000

300,000

Granted
during
the year

(365,000)

(200,000)

(165,000)

Options
Options
exercised
cancelled
during the year during the year

300,000

300,000

Balance
at end
of the year

$0.205

$0.600

$0.600

Subscription
price

Subsequent to end of the financial year and up to the date of this report, no option has been exercised.

During the financial year, there were 300,000 unissued shares of the company under options.

16 April 2013

Options granted under


the 2011 Scheme

1 February 2008

1 February 2008

Options granted under


the Scheme

Date of grant

Balance at
beginning
of the year

15 April 2018

31 January 2013

31 January 2013

Expiry date

Options granted under the 2011 Scheme to full-time executive employees and directors of the Group are subject to an option period of
ten years, such period commencing from the date of grant and expiring on the day immediately preceding the tenth anniversary of the
date of grant. The options are exercisable on the first anniversary of the date of grant. At the end of the financial year, there were 300,000
unissued ordinary shares of the Company under options as follows:

There has been no modification to the 2011 Scheme and Share Plan during both 2013 and 2012.

The carrying amount of the share-based compensation reserve, recognised in the Groups and the Companys balance sheets relating
to equity-settled options granted under the Share Option Scheme at 30 September 2013 is $2,000 (2012: $83,000).

29. Salaries and employee benefits (contd)

2013 ANNUAL REPORT

139

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

140

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

30.

Directors remuneration
In compliance with the requirements of the Singapore Exchange, the number of directors
whose emoluments fall within the following bands are as follows:
Number of directors
2013

Company

$250,000 to $499,999

Below $250,000

2012
4

The aggregate directors remuneration by category are as follows:


2013

Executive
Director
$000

Directors fees
current year

underprovision in
previous years

Salaries
Bonus

Defined contributions

251

22
8

281

NonExecutive
Directors

2012

Total

$000

$000

72

72

NonExecutive Executive
Director
Directors
$000

$000

105

105

10

251

264

72

22

353

Total

$000

22

293

115

10

264
22
7

408

141

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

31. Segment information


For management purposes, the Group is organised into business units based on their products
and services and has seven reportable operating segments as follows:
(a)

Hotel reservation:
Provision of online hotel room booking service through the Groups website and
wholesale hotel reservation services.

(b)

Hotel Promotion service:


Promotion of hotels and resorts products and services on interactive and cable
television channels.

(c)

Tour and transportation packages:


Arrangement of inbound and outbound sightseeing tours and provision of
accommodation, meals and transport management services.

(d)

Air tickets:
Provision of online air tickets through the Groups website.

(e) Corporate:
General corporate income such as dividend income and management fees derived
from subsidiaries.
(f)

Online wholesale:
Provision of online air-tickets, accommodations and tour packages to travel agencies
B2B (Business to Business)

(g)

Flight packages:
Provision of online air-tickets, accommodation and tour packages to customers B2C
(Business to Customers)

Except as indicated above, no operating segments have been aggregated to form the above
reportable operating segments.
Management monitors the operating results of its business units separately for the purpose
of making decisions about resource allocation and performance assessment. Segment
performance is evaluated based on operating profit or loss which in certain respects, as
explained in the table below, is measured differently from operating profit or loss in the
consolidated financial statements. Group financing (including finance costs) and income
taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segments are on an arms length basis in a manner similar
to transactions with third parties.

3,211

11,768

239

Amount less than $1,000

Segment liabilities

Segment assets

Additions to noncurrent assets

Assets:

(2,147)

21

Segment
(loss)/profit

753

Other non-cash
expenses

Interest income

Depreciation and
amortisation

66,420

Total revenue

Results:

48,763

17,657

External customers

Inter-segment sales

Revenue

2013
$000

2,590

13,194

896

311

66

408

17

74,233

17,651

56,582

2012
$000

1,270

3,072

205

252

50

69

1,373

1,373

2013
$000

1,436

4,850

212

421

166

13

1,751

1,751

2012
$000

1,770

7,388

88

(1,594)

13

607

25,987

6,195

19,792

2013
$000

1,021

5,441

414

244

568

29,410

9,073

20,337

2012
$000

Tour and
transportation
Hotel reservation Hotel promotion
packages

31. Segment information (contd)

772

3,070

47

(848)

235

2,444

2,444

2013
$000

545

2,736

202

105

127

2,684

2,684

2012
$000

Air tickets

78

808

2,572

2,572

2012
$000

5,521

10,953

861

4,846

14,562

714

(3,316) (4,584)

298

3,118

3,118

2013
$000

Corporate

820

1,939

78

71

103

11,796

11,796

2013
$000

171

873

59

69

32

8,291

8,291

2012
$000

348

638

54

13

18

2,080

2,080

2013
$000

13

67

751

751

2012
$000

Online wholesale Flight packages

2012
$000

86,248

2,822

254

1,257

97

2,083

315

1,963

24

3,949

224

16,534

39,082

1,572

14,571

41,947

2,502

(560) (6,312) (3,991)

90,396

90,396

2012
$000

Group
2013
$000

(26,970) (29,296) 86,248

(26,970) (29,296)

2013
$000

Adjustments and
Eliminations

142

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

143

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

31. Segment information (contd)


A.

Inter-segment revenues are eliminated on consolidation.

B.

Other non-cash expenses consist of inventories written-down, provision for impairment


loss, and bad debts written off as presented in the respective notes to the financial
statements.

C.

The following items are added to/(deducted from) segment loss to arrive at loss
before tax presented in the consolidated income statement.

Profit from inter-segment sales

Finance costs

Unallocated corporate expenses

2013
$000

2012
$000

(3,101)

(3,130)

4,193

2,275

165

1,257

295

(560)

D.

Additions to non-current assets consist of additions to property, plant and equipment,


investment properties and intangible assets.

E.

The following items are added to segment assets to arrive at total assets reported in
the consolidated balance sheet:
2013
$000
Deferred tax assets

Inter-segment assets

F.

156
98

254

2012
$000
100

124
224

The following items are added to segment liabilities to arrive at total liabilities reported
in the consolidated balance sheet:
2013
$000
Deferred tax liabilities
Income tax payable

Obligations under finance leases


Inter-segment liabilities

15

2012
$000
8

84

2,801

3,796

2,822

3,949

61

144

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

31. Segment information (contd)


Geographical information
Revenue and non-current assets information based on the geographical location of customers
and assets respectively are as follows:
2013
$000
Singapore

Philippines
Thailand

Hong Kong

Middle East

Malaysia

Others

Revenue

Non-current assets

2012
$000

2013
$000

2012
$000

54,135

53,511

13,270

15,683

2,202

2,845

54

8,497

8,673

87

107
83

3,665

3,210

626

637

638

2,633

16

97

4,693
12,418

86,248

5,090

14,434

90,396

40

493

14,586

37

406

17,050

Non-current assets information presented above consist of property, plant and equipment
and intangible assets as presented in the consolidated balance sheet.
Information about major customer
Revenue from two major sales agents amounts to $30,922,000 (2012: $37,242,000).

32.

Financial risk management objectives and policies


The Group and the Company are exposed to financial risks arising from its operations and the
use of financial instruments. The key financial risks include credit risk, liquidity risk, interest
rate risk and foreign currency risk. The board of directors reviews and agrees policies and
procedures for the management of these risks. The Audit Committee provides independent
oversight to the effectiveness of the risk management process. It is, and has been throughout
the current and previous financial year, the Groups policy that no trading in derivatives for
speculative purposes shall be undertaken.
The following sections provide details regarding the Groups and Companys exposure
to the above-mentioned financial risks and the objectives, policies and processes for the
management of these risks.
There has been no change to the Groups exposure to these financial risks or the manner
in which it manages and measures the risk.

145

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

32.

Financial risk management objectives and policies (contd)

(a)

Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should
a counterpart default on its obligations.
The management has a credit policy in place and exposure of credit risk is monitored
on an ongoing basis. The management believes that concentration of credit risk
is limited due to ongoing credit evaluations on all customers and maintaining an
allowance for doubtful debts, which the management believes will adequately provide
for potential credit risks. The Group has also placed its surplus funds in a number of
different banks. Therefore, the Group does not expect to incur material credit losses
on its financial instruments.
Excessive risk concentration
Concentrations of credit risk exist when changes in the economic, industry or
geographical factors similarly affect groups of counterparties whose aggregate credit
exposure is significant in relation to the Groups total credit exposure. As the majority of
the Groups debtors are from the tourism sector, this may give rise to a concentration
of credit risk. It is the Groups policy to enter into transactions with a diversity of creditworthy counterparties so as to mitigate any significant concentration of credit risk.
Exposure to credit risk
At the end of the reporting period, the Groups and the Companys maximum exposure
to credit risk is represented by the carrying amount of each class of financial assets
recognised in the balance sheets.
Credit risk concentration profile
The Group determines concentrations of credit risk by monitoring the country of its
trade receivables on an ongoing basis. The credit risk concentration profile of the
Groups trade receivables at the end of the reporting period is as follows:

$000
By country:
China

Indonesia

Singapore

Hong Kong

Other countries

At 31 December

3,967

2013

Group
$000

44

4,126

48

10

1,261

15

3,779

42

252

898
14

8,910

2012

% of total

100

2,835
161
146

8,529

% of total

33
2
2

100

At the end of the reporting period, approximately 86% (2012: 81%) of the Groups
trade receivables are due from 2 major customers.

146

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

32.

Financial risk management objectives and policies (contd)

(a)

Credit risk (contd)


Financial assets that are neither past due nor impaired
Trade and other receivables that are neither past due nor impaired are with creditworthy
debtors with good payment record with the Group. Cash and cash equivalents are
placed with reputable financial institutions.
Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed
in Note 10 (trade receivables).

(b)

Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in
meeting financial obligations due to shortage of funds.
The Group and the Company are not exposed to liquidity risk. It has surplus funds
deposited with various banks and does not anticipate any problem in obtaining external
funding in the foreseeable future when the need arises.
The table below summarises the maturity profile of the Groups and the Companys
financial assets and liabilities at the end of the reporting period based on contractual
undiscounted repayment obligations.

Group
Financial assets

Other investments

1 to 5
years

98

2,060

$000

Trade receivables

8,910

Fixed deposits pledged

1,850

Other receivables

Cash and cash equivalents

Total undiscounted financial assets


Financial liabilities
Trade payables
Other payables

Amounts due to other related parties

Obligations under finance leases


Bank Loan

Total undiscounted financial liabilities


Total net undiscounted financial
assets/ (liabilities)

2013

1 year
or less

3,919

16,739

$000

Over
5 years
$000

Total

$000
98

8,910

1,850

2,060
3,919

98

16,837

4,615

4,615

13

4,413

4,413
13

1,480

1,596

102

3,178

11,021

1,596

102

12,719

5,718

(1,596)

500

(4)

500

4,118

147

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

32.

Financial risk management objectives and policies (contd)

(b)

Liquidity risk (contd)


2013

1 year
or less

1 to 5
years

240

240

Amounts due from subsidiaries

7,268

7,268

Cash and cash equivalents

1,912

Company
Financial assets

Trade receivables
Other receivables

Fixed deposits pledged

Total undiscounted financial assets


Financial liabilities
Other payables

$000

289

1,250

10,959

$000

Over
5 years
$000

Total

$000

289

1,250

1,912

10,959

277

962

389

102

Total undiscounted financial liabilities

7,596

389

102

8,087

Total net undiscounted financial


assets/ (liabilities)

3,363

(389)

(102)

2,872

Amounts due to subsidiaries

Obligations under finance leases


Bank loan

Group
Financial assets

Other investments

Trade receivables
Other receivables

Amounts due from other related parties

Fixed deposits pledged

Cash and cash equivalents

Total undiscounted financial assets


Financial liabilities
Trade payables
Other payables

Amounts due to other related parties

5,857

500

2012

1,453

500

1 to 5
years

124

1,875

2,008

2,008

124

17,179

3,682

3,682

11

$000

8,529

4,641

17,055

4,229

$000

1,840

2,253

Total net undiscounted financial


assets/ (liabilities)

7,293

(2,253)

9,762

2,253

Over
5 years

277

5,857

1 year
or less

Obligations under finance leases

Total undiscounted financial liabilities

$000

Total

$000
124

8,529

1,875
2

4,641

4,229
11

4,093

12,015

124

5,164

148

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

32.

Financial risk management objectives and policies (contd)

(b)

Liquidity risk (contd)

Company
Financial assets

Trade receivables

Other receivables

Amounts due from subsidiaries


Fixed deposits pledged

Cash and cash equivalents

Total undiscounted financial assets


Financial liabilities
Other payables

(c)

300

300

12,906

12,906

$000

273

1,250
1,521

16,250

$000

Over
5 years
$000

971

1,408

2,119

8,048

(2,119)

5,823

Total undiscounted financial liabilities

8,202

Total net undiscounted financial


assets/ (liabilities)

1 to 5
years

Amounts due to subsidiaries

Obligations under finance leases

2012

1 year
or less

2,119

Total

$000

273

1,250
1,521

16,250

971

5,823

10,321

5,929

3,527

Interest rate risk


Interest rate risk is the risk that the fair value or future cash flows of the Groups and the
Companys financial instruments will fluctuate because of changes in market interest
rates. The Group or the Company is not exposed to interest rate risk. The Groups
and the Companys obligations under finance leases are in fixed interest rate terms.
The Groups policy is to obtain the most favorable interest rates available whenever
the Group obtains additional financing leasing arrangements.

149

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

32.

Financial risk management objectives and policies (contd)

(d)

Foreign currency risk


The Group has transactional currency exposures arising from sales or purchases
that are denominated in a currency other than the respective functional currencies
of Group entities, primarily Hong Kong Dollars (HKD), Thai Baht (THB), Philippine
Peso (Peso) and United Arab Emir. Dirham (AED). The foreign currencies in which
these transactions are denominated are mainly U.S Dollars (USD). Approximately 6%
(2012: 10%) of the Groups sales are denominated in foreign currencies whilst almost
6% (2012: 11%) of costs are denominated in the respective functional currencies of
the Group entities. The Groups trade receivable and trade payable balances at the
end of the reporting period have similar exposures.
The Group and Company also hold cash and cash equivalents denominated in
foreign currencies for working capital purposes. At the end of the reporting period,
such foreign currency balances (mainly in USD, HKD, Peso and THB) amounted to
$2,137,000 and $1,171,000 (2012: $2,334,000 and $739,000) for the Group and
Company respectively.
The Group is also exposed to currency translation risk arising from its net investments
in foreign operations, including Malaysia, Hong Kong, Indonesia, Philippines, United
Arab Emirates and Thailand.
The Group does not use derivative financial instruments to protect against the volatility
associated with foreign currency transactions and investments, and other financial
assets and liabilities created in the ordinary course of business.
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Groups loss net of tax to
a reasonably possible change in the USD, HKD, THB, Peso and AED against
the respective functional currencies of the Group entities, with all other variables
held constant.

150

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

32.

Financial risk management objectives and policies (contd)

(d)

Foreign currency risk (contd)


Group

Loss net of tax

2013
$000
USD

strengthened 5% (2012: 5%)


weakened 5% (2012: 5%)

HKD

strengthened 5% (2012: 5%)


weakened 5% (2012: 5%)

THB

strengthened 5% (2012: 5%)


weakened 5% (2012: 5%)

PESO

strengthened 3% (2012: 3%)


weakened 3% (2012: 3%)

AED

strengthened 5% (2012: 5%)


weakened 5% (2012: 5%)

33.

50

(50)
44

(44)
76

(76)
21

(21)
17

(17)

2012
$000
45

(45)
49

(49)
64

(64)
25

(25)
21

(21)

Fair value of financial instruments


The fair value of financial assets and liabilities is the amount at which the instrument could
be exchanged or settled between knowledgeable and willing parties in an arms length
transaction, other than in a forced or liquidation sale.
(a)

Financial instruments carried at other than fair value


It is not practicable to determine with sufficient reliability without incurring excessive
costs, the fair value of unquoted equity shares, as there were no quoted market prices
in an active market nor are other reasonable methods of making an estimation of the
fair values readily available. The Group does not intend to dispose of these unquoted
equity shares in the foreseeable future.
Fair value estimates are made at a specific point in time and based on relevant
market information about the financial instruments. These estimates are subjective
in nature, involve uncertainties and matters of significant judgment and, therefore,
cannot be determined with precision. Changes in assumptions could significantly
affect these estimates.

151

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

33.

Fair value of financial instruments (contd)

(b)

Financial instruments whose carrying amount approximate fair value


Management has determined that the carrying amounts of cash and short-term
deposits, current trade and other receivables, current trade and other payables, bank
loan and related party balances, based on their notional amounts, are reasonable
approximation of fair value due to their short-term nature.

(c)

Fair value of financial instruments by classes that are not carried at fair value but for
which fair value is disclosed.
The fair value of financial liabilities by classes that are not carried at fair value but for
which fair value is disclosed as follows:
2013

Group

2012

Note

Carrying
amount

Fair
value

Carrying
amount

Fair
value

19

1,544

1,698

2,082

2,253

$000

$000

$000

$000

Financial liability:

Obligations under finance


leases (non-current)

2013

Company

2012

Note

Carrying
amount

Fair
value

Carrying
amount

Fair
value

19

455

491

1,961

2,119

$000

$000

$000

$000

Financial liability:

Obligations under finance


leases (non-current)

The fair value as disclosed in the table above is based on significant unobserverable
inputs (level 3) and estimated by discounting expected future cash flows at market
incremental lending rate for similar types of leasing arrangements at the end of the
reporting period.

152

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

33.

Fair value of financial instruments (contd)


Carrying amounts of financial instruments by categories
The table below is an analysis of the carrying amounts of financial instruments by categories
as at 30 September:
Note
Loans and receivables
Trade receivables

10

Amounts due from subsidiaries

12

Fixed deposits pledged

14

Other receivables

Amounts due from other related


parties
Cash and cash equivalents

Available-for-sale financial assets


Other investments

11

13

14

2013
$000
8,910

2,060

1,850

3,919

Group

2012
$000
8,529

1,875

2,008

4,641

Company

2013
$000

240

289

7,268

1,250

1,912

2012
$000
300

273

12,906

1,250

1,521

16,739

17,055

10,959

16,250

98

124

15

4,615

3,682

Financial liabilities carried at


amortised cost
Current liabilities

Trade payables
Other payables

Amounts due to subsidiaries

15

17

Amounts due to other related parties

18

Bank loan

20

Obligations under finance leases

Non-current liability

Obligations under finance leases

19

19

4,413

13

1,257
500

1,544

12,342

4,229

1,873

971

5,857

5,823

1,714

907

1,298

11

2,082

11,718

500

455

9,592

1,961

10,053

153

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)

For the financial year ended 30 September 2013

34. Related party transactions


Compensation of key management personnel
2013
$000
Directors fees

Defined contributions

Salaries and other emoluments

Bonus

Total compensation paid to key management personnel


Analysed as follows:

Directors of the Company

Other key management personnel

Group

2012
$000

81

123

542

571

763

839

33

107

362

401
763

32

113

408

431
839

The remuneration of key management personnel is determined by the Remuneration


Committee having regard to the performance of individuals and market trends.
Directors and key management personnels interests in an employee share option plan
During the year ended 30 September 2013, 300,000 (2012: Nil) share options have been
granted to the companys directors and key management personnel.

35.

Capital management
Capital includes debt and equity items as disclosed in the table below.
The primary objective of the Groups capital management is to safeguard the Groups ability
to continue as a going concern and to maintain healthy capital ratios in order to support its
business and maximise shareholders value.
The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return of capital to shareholders or issue new shares.
The Group is not subject to any externally imposed capital requirements. No changes were
made in the objectives, policies or processes during the years ended 30 September 2013
and 30 September 2012.

154

2013 ANNUAL REPORT

Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013

35.

Capital management (contd)


The Group monitors its capital using a gearing ratio, which is net debt divided by total capital
plus net debt. The Group includes within net debt, obligations under finance leases, trade
and other payables, and amounts due to related parties. Capital relates to equity attributable
to the owners of the Company.
2013
$000
Obligations under finance leases (Note 19)

Trade payables (Note 15)

2,801

4,615

2012
$000
3,796

3,682

4,413

4,229

Net debt

11,842

11,718

Equity attributable to the owners of the Company

19,415

24,889

Capital and net debt

31,257

36,607

38%

32%

Other payables (Note 15)

Amounts due to other related parties (Note 18)

Gearing ratio

36.

Group

13

11

Events occurring after the reporting period


The Group has raised S$8,000,000 on 28 October 2013 through a placement of 40 million
new shares at S$0.20 cents each to Beijing Toread Outdoor Products Co., Ltd (Toread),
a listed company on the Shenzhen Stock Exchange. The Group is working with Toread to
leverage on Toreads vast number of retail outlets and online presence to target the huge
PRC outbound and domestic travellers.

37.

Authorisation of financial statements for issue


The financial statements for the year ended 30 September 2013 were authorised for issue
in accordance with a resolution of the directors on 27 December 2013.

155

2013 ANNUAL REPORT

STATISTICS OF
SHAREHOLDINGS
As At 18 December 2013

Class of equity securities

Number of equity securities

Voting Rights

Ordinary Shares

282,756,792

One vote per share

Treasury shares
Number of treasury shares: 10,646,000
Percentage of treasury shares against the total number of issued shares excluding treasury shares:
3.76%
Distribution of Shareholdings
Size of Shareholdings
1 999

1,000 10,000

10,001 1,000,000

1,000,001 and above

Total

No. of
Shareholders
46

No. of
Shares

%
4.15

522

20,761

0.01

2.16

36,308,202

243,484,663

12.84

100.00

282,756,792

100.00

47.07

517

46.62

24

1,109

2,943,166

1.04

86.11

Substantial Shareholders
(As recorded in the Register of Substantial Shareholders)
Substantial Shareholders

Beijing Toread Outdoor Products Co.,


Ltd. (Beijing Toread) (1)

Boh Tuang Poh (2)

Goh Khoon Lim (3)

Direct Interest

40,000,000

14.15

2,197,000

0.78

40,458,500

14.31

28,185,500

9.97

22,016,000

7.79

10,166,500

Vision Capital Pte Ltd (Vision Capital)

22,016,000

7.79

See Lop Fu, James (5)


Ong Nai Pew (6)

28 Holdings Pte Ltd (28 Holdings)


Gan Suat Lui (4)

Deemed Interest

3.60

29,157,926

18,019,000

14,179,637

10.31

6.37

5.01

Beijing Toreads deemed interest arises from 40,000,000 shares registered in the name of its nominee.

(1)

(2)

Boh Tuang Pohs deemed interest arises from 29,157,926 shares registered in the names of his nominees.

(3)

Goh Khoon Lim is deemed to have interest in the 28,185,500 shares held by 28 Holdings through his not
less than 20% shareholdings in 28 Holdings.
Goh Khoon Lim is the beneficiary holder of 12,273,000 shares held by DBS Nominees Pte Ltd.

(4)

Gan Suat Lui is deemed to have interest in the 28,185,500 shares held by 28 Holdings through her not less
than 20% shareholdings in 28 Holdings.

(5)

(6)

James Sees deemed interest arises from 22,016,000 shares held by Vision Capital.

Ong Nai Pews deemed interest arises from 14,179,637 shares held through nominees, comprising OCBC
Nominees Singapore Private Limited, Hong Leong Finance Nominees Pte Ltd and HL Bank Nominees
(Singapore) Pte Ltd.

156

2013 ANNUAL REPORT

STATISTICS OF
SHAREHOLDINGS (Contd)
As at 18 December 2013

TWENTY LARGEST SHAREHOLDERS


No.

Name

No. of Shares

UOB KAY HIAN PRIVATE LIMITED

45,466,000

16.08

VISION CAPITAL PRIVATE LIMITED

22,016,000

7.79

8
9

DBS NOMINEES PTE LTD

AMFRASER SECURITIES PTE LTD

CITIBANK NOMINEES SINGAPORE PTE LTD


HSBC (SINGAPORE) NOMINEES PTE LTD
OCBC SECURITIES PTE LTD

BANK OF EAST ASIA (NOMINEES) PRIVATE LIMITED


28 HOLDINGS PTE LTD

10

ROYAL BANK OF CANADA (ASIA) LTD

12

RAFFLES NOMINEES (PTE) LIMITED

11

13
14
15
16
17
18
19
20

MAYBANK NOMINEES (SINGAPORE) PRIVATE LIMITED


HONG LEONG FINANCE NOMINEES PTE LTD
GOH LI-SHING ARLENE (WU LIXIN ARLENE)
CIMB SECURITIES (SINGAPORE) PTE LTD

UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED


GOH KHOON LIM

BANK OF SINGAPORE NOMINEES PTE LTD

DBS VICKERS SECURITIES (SINGAPORE) PTE LTD


ANG KONG BENG @ ANG KONG ENG

TOTAL

22,424,337
18,069,000
17,312,100

17,061,000

15,255,137
12,649,000
10,166,500
9,750,000
8,653,426
8,403,163
8,034,000
6,141,000
5,154,000
2,955,250
2,197,000
2,000,000
1,960,750
1,760,000

237,427,663

7.93

6.39

6.12

6.03

5.40
4.47
3.60
3.45
3.06
2.97
2.84
2.17
1.82
1.05
0.78
0.71
0.69
0.62

83.97

PERCENTAGE OF SHAREHOLDING IN PUBLICS HANDS


47.36% of the Companys shares are held in the hands of the public.

Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.

157

2013 ANNUAL REPORT

STATISTICS OF
Warrantholdings

As at 18 December 2013 (W140717 @ S$0.245 Each Expiring on 17 July 2014)


Distribution of warrantholdings

No. of
Warrantholders

Size of Warrantholdings

1 999

346

32.27

10,001 1,000,000

103

9.61

1,000 10,000

611

1,000,001 and above

12

Total

1,072

121,212

%
0.41

57.00

1,770,800

1.12

20,863,909

7,109,933

25.24

100.00

29,865,854

100.00

TWENTY LARGEST WARRANTHOLDERS


No.

No. of
Warrants

Name

No. of Warrants

5.95

68.40

VISION CAPITAL PRIVATE LIMITED

2,752,000

9.21

AMFRASER SECURITIES PTE LTD

2,601,250

8.71

DBS NOMINEES PTE LTD

HSBC (SINGAPORE) NOMINEES PTE LTD

CITIBANK NOMINEES SINGAPORE PTE LTD


Boh Tuang Poh

RAFFLES NOMINEES (PTE) LIMITED


OCBC SECURITIES PTE LTD

UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED

10

28 HOLDINGS PTE LTD

12

MAYBANK NOMINEES (SINGAPORE) PRIVATE LIMITED

11

13

14
15
16
17
18
19
20

ROYAL BANK OF CANADA (ASIA) LTD

GOH LI-SHING ARLENE (WU LIXIN ARLENE)


RAMESH S/O PRITAMDAS CHANDIRAMANI
UOB KAY HIAN PRIVATE LIMITED

CIMB SECURITIES (SINGAPORE) PTE LTD


ASDEW ACQUISITIONS PTE LTD
CHEONG MIN CHOONG

ANG KONG BENG @ ANG KONG ENG


KHOO HO TONG

TOTAL

2,692,791

2,140,125

1,537,062

1,456,250

1,381,645

1,322,891
1,292,655
1,270,812
1,218,750
1,197,678

767,625

757,000
683,500
642,000
325,625
274,625
220,000
196,250

24,730,534

9.02

7.17

5.15

4.88
4.63

4.43
4.33
4.26
4.08
4.01

2.57
2.53
2.29
2.15
1.09
0.92
0.74
0.66

82.83

158

2013 ANNUAL REPORT

STATISTICS OF
warrantHOLDINGS

As at 18 December 2013 (W160715 @ S$0.273 Each Expiring on 15 July 2016)


Distribution of warrantholdings

No. of
Warrantholders

Size of Warrantholdings

1 999

349

32.41

10,001 1,000,000

104

9.66

1,000 10,000

612

1,000,001 and above

12

Total

1,077

56.82

121,712

0.41

7,537,183

25.24

1,777,425

5.95

1.11

20,429,534

68.40

100.00

29,865,854

100.00

TWENTY LARGEST WARRANTHOLDERS


No.

No. of
Warrants

Name

No. of Warrants

VISION CAPITAL PRIVATE LIMITED

2,752,000

9.21

AMFRASER SECURITIES PTE LTD

2,380,250

7.97

8
9

10
11

12
13
14
15
16
17
18
19
20

DBS NOMINEES PTE LTD

HSBC (SINGAPORE) NOMINEES PTE LTD

CITIBANK NOMINEES SINGAPORE PTE LTD


Boh Tuang Poh

RAFFLES NOMINEES (PTE) LIMITED

UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED


28 HOLDINGS PTE LTD

ROYAL BANK OF CANADA (ASIA) LTD

MAYBANK NOMINEES (SINGAPORE) PRIVATE LIMITED


OCBC SECURITIES PTE LTD

RAMESH S/O PRITAMDAS CHANDIRAMANI

GOH LI-SHING ARLENE (WU LIXIN ARLENE)


UOB KAY HIAN PRIVATE LIMITED

CIMB SECURITIES (SINGAPORE) PTE LTD


ASDEW ACQUISITIONS PTE LTD
CHEONG MIN CHOONG

ANG KONG BENG @ ANG KONG ENG


KHOO HO TONG

TOTAL

2,692,791

2,140,125
1,537,687

1,456,250

1,381,645
1,292,655

1,270,812
1,218,750
1,197,678
1,108,891

946,000
767,625
683,500
642,000
325,625
274,625
220,000
196,250

24,485,159

9.02

7.17

5.15

4.88
4.63
4.33

4.26
4.08
4.01
3.71
3.17
2.57
2.29
2.15
1.09
0.92
0.74
0.66

82.01

159

2013 ANNUAL REPORT

Notice of
Annual General Meeting

Asiatravel.com Holdings Ltd


(Company Registration No.: 199907534E)
(Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the Annual General Meeting of Asiatravel.com Holdings Ltd (the
Company) will be held at 615 Lorong 4 Toa Payoh, Level 8 (Formula Room), Singapore 319516 on
Tuesday, 28 January 2014, at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS
1.

To receive and adopt the Directors Report and the Audited Accounts of the Company for the
financial year ended 30 September 2013 together with the Auditors Report thereon.

(Resolution 1)

2.
To re-elect the following Directors of the Company retiring pursuant to Articles 104 and 108
of the Articles of Association of the Company:


Mr Arnold Tan Kheng Lee (retiring under Article 104)
(Resolution 2)

Mr Sheng Faqiang (retiring under Article 108)
(Resolution 3)


Mr Arnold Tan Kheng Lee will, upon re-election as a Director of the Company, remain as
the Chairman of the Nominating Committee and a member of the Audit and Remuneration
Committees and will be considered independent.

Mr Sheng Faqiang will, upon re-election as a Director of the Company, remain as a member
of the Audit, Nominating and Remuneration Committees, and will be considered nonindependent.

3.

To approve the payment of Directors fees of S$72,560 for the financial year ended
30 September 2013 (2012: S$104,800)
(Resolution 4)

4.

To re-appoint Messrs Ernst & Young LLP as the Auditors of the Company and to authorise
the Directors of the Company to fix their remuneration.
(Resolution 5)

5.
To transact any other ordinary business which may properly be transacted at an Annual
General Meeting.

160

2013 ANNUAL REPORT

Notice of
Annual General Meeting (Contd)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or
without any modifications:

6.
Authority to issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of Section B of
the Singapore Exchange Securities Trading Limited Listing Manual: Rules of Catalist (the
Catalist Rules), the Directors of the Company be authorised and empowered to:

(a)

(i)

issue shares in the Company (shares) whether by way of rights, bonus or


otherwise; and/or

(ii)

make or grant offers, agreements or options (collectively, Instruments) that


might or would require shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) options, warrants, debentures
or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such
persons as the Directors of the Company may in their absolute discretion deem fit;
and

(notwithstanding the authority conferred by this Resolution may have ceased to be in


force) issue shares in pursuance of any Instruments made or granted by the Directors
of the Company while this Resolution was in force,

(b)

provided that:

(1)

the aggregate number of shares (including shares to be issued in pursuance of the


Instruments, made or granted pursuant to this Resolution) to be issued pursuant
to this Resolution shall not exceed one hundred per centum (100%) of the total
number of issued shares (excluding treasury shares) in the capital of the Company
(as calculated in accordance with sub-paragraph (2) below), of which the aggregate
number of shares to be issued other than on a pro rata basis to shareholders of
the Company shall not exceed fifty per centum (50%) of the total number of issued
shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below);

(2)

(subject to such calculation as may be prescribed by the Singapore Exchange


Securities Trading Limited) for the purpose of determining the aggregate number
of shares that may be issued under sub-paragraph (1) above, the total number of
issued shares (excluding treasury shares) shall be based on the total number of
issued shares (excluding treasury shares) in the capital of the Company at the time
of the passing of this Resolution, after adjusting for:

(a)

new shares arising from the conversion or exercise of any convertible securities;

(b)

new shares arising from exercising share options or vesting of share awards
which are outstanding or subsisting at the time of the passing of this Resolution;
and

(c)

any subsequent bonus issue, consolidation or subdivision of shares;

161

2013 ANNUAL REPORT

Notice of
Annual General Meeting (Contd)

(3)

(4)


7.

in exercising the authority conferred by this Resolution, the Company shall comply
with the provisions of the Catalist Rules for the time being in force (unless such
compliance has been waived by the Singapore Exchange Securities Trading Limited)
and the Articles of Association of the Company; and

unless revoked or varied by the Company in a general meeting, such authority shall
continue in force until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting of the Company is
required by law to be held, whichever is earlier.
[See Explanatory Note (i)]
(Resolution 6)
Authority to issue shares under the The Asiatravel.com Share Option Scheme 2011
(the 2011 Scheme) and Asiatravel.com Performance Share Plan (the Share Plan)
That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company
be authorised and empowered to:

(a)

grant options under the 2011 Scheme and grant awards in accordance with the
provisions of the Share Plan; and

(b)

issue from time to time such number of shares in the share capital of the Company
as may be required to be issued pursuant to the exercise of options granted by the
Company under the 2011 Scheme and/or such number of ordinary shares as may
be required to be issued pursuant to the vesting of awards under the Share Plan,

provided always that the aggregate number of shares over (i) the options that may be granted
on any date under the 2011 Scheme, and/or (ii) the awards granted on any date under the
Share Plan, when added to the number of shares issued and/or issuable in respect of:

(i)

all options granted under the 2011 scheme;

(ii)

all awards granted under the Share Plan; and

(iii)

all shares, options or awards granted under any other share-based incentive scheme
of the Company,

shall not exceed fifteen per centum (15%) of the total number of issued shares (excluding
treasury shares) in the capital of the Company on the day preceding that date and that such
authority shall, unless revoked or varied by the Company in a general meeting, continue in
force until the conclusion of the next Annual General Meeting of the Company or the date
by which the next Annual General Meeting of the Company is required by law to be held,
whichever is earlier.
[See Explanatory Note (ii)]
(Resolution 7)

162

2013 ANNUAL REPORT

Notice of
Annual General Meeting (Contd)
8.

Renewal of Share Purchase Mandate

That:

(a)

for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of
Singapore (the Companies Act), the exercise by the Directors of the Company of
all the powers of the Company to purchase or otherwise acquire ordinary shares in
the capital of the Company (Shares) not exceeding in aggregate the Prescribed
Limit (as hereinafter defined), at such price(s) as may be determined by the Directors
of the Company from time to time up to the Maximum Price (as hereinafter defined),
whether by way of:

(i)

market purchases (each a Market Purchase) on the Singapore Exchange


Securities Trading Limited (SGX-ST); and/or

(ii)

off-market purchases (each an Off-Market Purchase) effected otherwise


than on the SGX-ST in accordance with any equal access schemes as
may be determined or formulated by the Directors of the Company as they
consider fit, which schemes shall satisfy all the conditions prescribed by the
Companies Act,

and otherwise in accordance with all other provisions of the Companies Act and the
Catalist Rules as may for the time being be applicable, be and is hereby authorised
and approved generally and unconditionally (the Share Buy Back Mandate);

(b)

any Share that is purchased or otherwise acquired by the Company pursuant to the
Share Buy Back Mandate shall, at the discretion of the Directors of the Company, either
be cancelled or held in treasury and dealt with in accordance with the Companies Act;

(c)

unless varied or revoked by the Company in general meeting, the authority conferred
on the Directors of the Company pursuant to the Share Buyback Mandate may
be exercised by the Directors at any time and from time to time during the period
commencing from the passing of this Resolution and expiring on the earliest of:

(i)

the date on which the next annual general meeting of the Company (AGM)
is held or is required by law to be held;

(ii)

the date on which the share buybacks are carried out to the full extent
mandated; or

(iii)

the date on which the authority contained in the Share Buyback Mandate is
varied or revoked (Relevant Period).

for purposes of this Resolution:

(d)

Prescribed Limit means 10% of the total number of issued ordinary shares of
the Company as at the date of passing of this Resolution unless the Company has
effected a reduction of the share capital of the Company in accordance with the
applicable provisions of the Companies Act, at any time during the Relevant Period,
in which event the issued ordinary share capital of the Company shall be taken to be
the amount of the issued ordinary share capital of the Company as altered (excluding
any treasury shares that may be held by the Company from time to time);

163

2013 ANNUAL REPORT

Notice of
Annual General Meeting (Contd)

Maximum Price in relation to a Share to be purchased, means an amount (excluding


brokerage, commission, stamp duties, applicable goods and services tax, clearance
fees and other related expenses) not exceeding:

(i)

in the case of a Market Purchase: 105% of the Average Closing Price; and

(ii)

in the case of an Off-Market Purchase: 120% of the Average Closing Price,


where:

Average Closing Price means the average of the closing market prices of a Share
over the last five market days, on which transactions in the Shares were recorded,
preceding the day of the Market Purchase or, as the case maybe, the date of the
making of the offer pursuant to the Off-Market Purchase and deemed to be adjusted
for any corporate action that occurs after the relevant 5-day period or;
date of the making of the offer means the date on which the Company makes
an offer for the purchase or acquisition of Shares from holders of Shares, stating
therein the relevant terms of the equal access scheme for effecting the Off-Market
Purchase; and
market day means a day on which the SGX-ST is open for trading in securities; and

(e)

any of the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including without limitation, to execute all such documents
as may be required and to approve any amendments, alterations or modifications
to any documents), as they or he may consider desirable, expedient or necessary to
give effect to the transactions contemplated by this Resolution.
[See Explanatory Note (iii)]
(Resolution 8)

By Order of the Board


Lynn Wan Tiew Leng
Company Secretary
Singapore, 13 January 2014

164

2013 ANNUAL REPORT

Notice of
Annual General Meeting (Contd)
Explanatory Notes:
(i)

The Ordinary Resolution 6 in item 6 above, if passed, will empower the Directors of the
Company, effective until the conclusion of the next Annual General Meeting of the Company,
or the date by which the next Annual General Meeting of the Company is required by law to be
held or such authority is varied or revoked by the Company in a general meeting, whichever
is the earlier, to issue shares, make or grant Instruments convertible into shares and to issue
shares pursuant to such Instruments, up to a number not exceeding, in total, 100% of the
total number of issued shares (excluding treasury shares) in the capital of the Company, of
which up to 50% may be issued other than on a pro-rata basis to shareholders.

(ii)

The Ordinary Resolution 7 in item 7 above, if passed, will empower the Directors of the
Company, effective until the conclusion of the next Annual General Meeting of the Company,
or the date by which the next Annual General Meeting of the Company is required by law to be
held or such authority is varied or revoked by the Company in a general meeting, whichever
is the earlier, to grant options and/or awards and to issue shares in the share capital of the
Company pursuant to the 2011 Scheme or the Share Plan, up to a number not exceeding
in total fifteen per centum (15%) of the total number of issued shares (excluding treasury
shares) in the capital of the Company from time to time.

(iii)

The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of
the Company effective until the conclusion of the next Annual General Meeting of the Company
or the date by which the next Annual General Meeting of the Company is required by law to
be held or such authority is varied or revoked by the Company in a general meeting or the
date on which shares purchases or acquisitions are carried out to the full extent mandated,
whichever is the earliest, to purchase or otherwise acquire ordinary shares of the Company
by way of market purchases or off-market purchases of up to ten per centum (10%) of the
total number of issued shares (excluding treasury shares) in the capital of the Company at
the Maximum Price as defined in the Circular to Shareholders dated 13 January 2014 (the
Circular). The rationale for, the authority and limitation on, the sources of funds to be used
for the purchase or acquisition including the amount of financing and the financial effects of the
purchase or acquisition of ordinary shares by the Company pursuant to the Share Purchase
Mandate on the audited consolidated financial accounts of the Group for the financial year
ended 30 September 2013 are set out in greater detail in the Circular.

Notes:
1.

2.

A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled
to appoint a proxy to attend and vote in his/her stead. A proxy need not be a Member of the
Company.
The instrument appointing a proxy must be deposited at the Registered Office of the Company
at 615 Lorong 4 Toa Payoh, #01-01, Singapore 319516 not less than forty-eight (48) hours
before the time appointed for holding the Meeting.

This announcement has been reviewed by the Companys Sponsor, RHT Capital Pte. Ltd.,
for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited
(SGX-ST).The Companys Sponsor has not independently verified the contents of this announcement.
This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes
no responsibility for the contents of this announcement, including the correctness of any of the
statements or opinions made or reports contained in this announcement.
The details of the contact person for the Sponsor are:
Name: Ms Amanda Chen, Registered Professional
Address: Six Battery Road, #10-01 Singapore 049909
Tel: (65) 6381 6757

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IMPORTANT:
1. For investors who have used their CPF monies to buy
Asiatravel.com Holdings Ltds shares, this Report is
forwarded to them at the request of the CPF Approved
Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and
shall be ineffective for all intents and purposes if used or
purported to be used by them.

Asiatravel.com Holdings Ltd

(Company Registration No.: 199907534E)


(Incorporated in the Republic of Singapore)

3. CPF investors who wish to attend the Meeting as an observer


must submit their requests through their CPF Approved
Nominees within the time frame specified. If they also wish
to vote, they must submit their voting instructions to the CPF
Approved Nominees within the time frame specified to enable
them to vote on their behalf.

PROXY FORM

(Please see notes overleaf before completing this Proxy Form)

I/We,
of
being a member/members of Asiatravel.com Holdings Ltd (the Company), hereby appoint:

NRIC/Passport No.

Name

Proportion of Shareholdings
No. of Shares

Address

and/or (delete as appropriate)

Name

NRIC/Passport No.

Proportion of Shareholdings
No. of Shares

Address

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies
to vote for me/us on my/our behalf at the Annual General Meeting (the Meeting) of the Company to be held at 615 Lorong 4
Toa Payoh, Level 8 (Formula Room), Singapore 319516 on Tuesday, 28 January 2014 at 10.00 a.m. and at any adjournment
thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder.
If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment
thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand
or to join in demanding a poll and to vote on a poll.
(Please indicate your vote For or Against with a tick [ ] within the box provided.)

No. Resolutions relating to:

For

Directors Report and Audited Accounts for the financial year ended 30 September 2013
together with the Auditors Report thereon

Re-election of Mr Arnold Tan Kheng Lee as a Director

Re-election of Mr Sheng Faqiang as a Director

Approval of Directors fees amounting to S$72,560

Re-appointment of Messrs Ernst & Young LLP as Auditor

Authority to issue shares

Authority to issue shares under the Asiatravel.com Share Option Scheme 2011 and
Asiatravel.com Performance Share Plan

Renewal of Share Purchase Mandate

Dated this

day of

2014

Total number of Shares in:


(a) Depository Register

Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder

(b) Register of Members

Against

No. of Shares

Notes :
1.

Please insert the total number of Shares held by you. If you have Shares entered against your name in the
Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should
insert that number of Shares. If you have Shares registered in your name in the Register of Members, you
should insert that number of Shares. If you have Shares entered against your name in the Depository Register
and Shares registered in your name in the Register of Members, you should insert the aggregate number of
Shares entered against your name in the Depository Register and registered in your name in the Register of
Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to
all the Shares held by you.

2.

A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one
or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3.

Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion
of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such
proportion is specified, the first named proxy may be treated as representing 100% of the shareholding and
any second named proxy as an alternate to the first named proxy.

4.

Completion and return of this instrument appointing a proxy shall not preclude a member from attending and
voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends
the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or
persons appointed under the instrument of proxy to the Meeting.

5.

The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at
615 Lorong 4 Toa Payoh, #01-01, Singapore 319516 not less than 48 hours before the time appointed for the
Meeting.

6.

The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it
must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the
instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or
power of attorney or a duly certified copy thereof must be lodged with the instrument.

7.

A corporation which is a member may authorise by resolution of its directors or other governing body such person
as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act,
Chapter 50 of Singapore.

General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the
appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the
Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member,
being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours
before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

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615 Lorong 4 Toa Payoh #01-01 Singapore 319516 Tel : (65) 6732 6773 Fax : (65) 6732 1226