UNISAFE FIRE PROTECTION SPECIALISTS SINGAPORE PTE. LTD. Statement of Comprehensive Income for the period ended 31 March 2013

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2 Statement of Comprehensive Income for the Note Revenue - Cost of Sales - Gross Profit - Other Income 3 1,746 1,746 Less: Expenses Administrative Expenses 55,842 Other Operating Expenses 208,243 (264,085) Loss from Operation (262,339) Finance Expenses 9 (709,310) Share of Profit of an Associated Company 4 1,649,322 Profit before Taxation ,673 Taxation 11 - Profit after Taxation 677,673 Other Comprehensive Income for the Period - Total Comprehensive Income for the Period 677,673 The accompanying notes form an integral part of the financial statements. 6

3 Statement of Financial Position as at 31 March 2013 Note Non-Current Assets Investment in an Associate Company 4 15,070,422 Current Assets Prepayment 941 Bank Balances 516, ,284 Current Liabilities Accruals 218, ,020 Net Current Assets 299,264 15,369,686 Non-Current Liabilities Term Loan - Secured 7 11,250,000 Loan from Related Party 5 866,932 Loan from Holding Company 6 2,575,077 (14,692,009) 677,677 Equity Share Capital 8 4 Retained Earnings 677, ,677 The accompanying notes form an integral part of the financial statement. 7

4 Statement of Changes in Equity for the Share Retained Capital Earnings Total Balance at incorporation date 4-4 Total Comprehensive Income for the Period - 677, ,673 Balance at 31/03/ , ,677 The accompanying notes form an integral part of the financial statements. 8

5 Cash Flow Statement for the Note Cash Flows from Operating Activities Profit before Taxation and Working Capital Changes 677,673 Working Capital Changes: Prepayment (941) Accruals 218,020 Net Cash Generated from Operating Activities 894,752 Cash Flows from Investing Activities Issue of Shares 4 Investment in an Associated Company (15,070,422) Net Cash Absorbed by Investing Activities (15,070,418) Cash Flows from Financing Activities Term Loan - Secured 11,250,000 Loan from Related Party 866,932 Loan from Holding Company 2,575,077 Net Cash Generated from Financing Activities 14,692,009 Net Increase in Cash and Cash Equivalent 516,343 Cash and Cash Equivalent at beginning of Period - Cash and Cash Equivalent at end of Period 516,343 Comprising:- Bank Balance 516,343 The accompanying notes form an integral part of the financial statements. 9

6 These notes form an integral part of and should be read in conjunction with the accompanying financial statements: - 1. Corporate Information The financial statements of UNISAFE FIRE PROTECTION SPECIALISTS, for the financial was authorized for issue in accordance with a resolution of the directors on 10 May The registered office of UNISAFE FIRE PROTECTION SPECIALISTS is located at 89 Short Street #03-01 Golden Wall Centre, Singapore The principal activities of the Company are those of installation of fire protection and security alarm systems, and other investment holding companies. However, the company was dormant during the financial period. Immediate and ultimate holding companies The immediate and ultimate holding company is Zicom Electronic Security Systems Limited, incorporated in India. 2. Significant Accounting Policies (a) Basis of Preparation (I) Basis of accounting and preparation The financial statements have been prepared in accordance with Singapore Financial Reporting Standards ( FRS ). The Financial Statements have been prepared under the historical cost convention except as disclosed in the accounting policies below. The financial statements are presented in United States dollars (). The preparation of these Financial Statements in conformity with FRS requires management to exercise its judgment in the process of applying the Company s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. (II) New Accounting Standards and Interpretations Certain new accounting standards and interpretations have been published that are mandatory for accounting periods beginning on or after 15 February The Company does not expect that adoption of these accounting standards or interpretations will have a material impact on the Company s financial statements. (b) Significant accounting estimates and judgments Estimates, assumptions concerning the future and judgments are made in the preparation of the financial statements. They affect the application of the group s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances. 10

7 2. Significant Accounting Policies Continued (b) Significant accounting estimates and judgments Continued Key sources of estimation of uncertainty The key assumptions concerning the future and other key sources of estimation of uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below. (c) Financial Assets Financial assets include cash and financial instruments. Financial assets, other than hedging instruments, can be divided into the following categories: financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables and available-for-sale financial assets. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is re-evaluated and classification may be changed at the reporting date with the exception that the designation of financial assets at fair value through profit and loss is not revocable. All financial assets are recognized in their trade date the date on which the company commits to purchase or sell the asset. Financial assets are initially recognized at fair value, plus directly attributable transaction costs except for financial assets at fair value through profit or loss, which are recognized at fair value. Derecognition of Financial Assets Derecognition of financial instruments occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each balance sheet date whether or not there is objective evidence that a financial asset is impaired. Non-compounding interest and other cash flows resulting from holding financial assets are recognized in income statement when received, regardless of how the related carrying amount of financial assets is measured. As at 31 March 2013, the Company carries loan and receivables on its balance sheet. The company does not designate any financial assets at fair value through profit and loss, held-to-maturity investments, or available-for-sale financial assets. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the company provides money, goods or services directly to a debtor with no intention of trading the receivables. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are subsequently measured at amortized cost using the effective interest method, less provision for impairment. Any change in their value is recognized in income statement. Any reversal shall not result in a carrying amount that exceeds what the amortized cost would have been had any impairment loss not been recognized at the date the impairment is reversed. Any reversal is recognized in the income statement. 11

8 2. Significant Accounting Policies Continued (c) Financial Assets Continued Loans and receivables Continued Receivables are provided against when there is objective evidence that the company will not be able to collect all amounts due to it in accordance with the original terms of the receivables. The amount of the write-down is determined as the difference between the assets carrying amount and the present value of estimated future cash flows. Loans and receivables are included in trade and other receivables in the balance sheet date and deposits held in bank. Determination of fair value The fair values of quoted financial assets are based on current bid prices. If the market for a financial asset is not active, the company establishes fair value by using valuation techniques. These include the use of recent arm s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing or valuation models. (d) Financial Liabilities Financial liabilities include trade payables, other amounts payable and interest-bearing loans. Financial liabilities are recognized on the balance sheet when, and only when, the company becomes a party to the contractual provision of the financial instrument. Financial liabilities are initially recognized at fair value of consideration received less directly attributable transaction costs and subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the income and expenditure statement when the liabilities are derecognized as well as through the amortization process. The liabilities are derecognized when the obligation under the liability is discharged or cancelled or expired. Derecognition of Financial Liabilities The liabilities are derecognized when the obligation under the liability is discharged or cancelled or expired. (e) Functional Currency Items included in the financial statements of the company are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to the company (the functional currency ). The financial statements of the company are presented in United States Dollars, which is the presentation currency of the company. The functional currency of the Company is United States Dollar (). Functional Currency The management has determined the currency of the primary economic environment in which the company operated i.e. functional currency, to be. Selling prices and major costs of providing goods and services including major operating expenses are primary influenced by fluctuations in. 12

9 2. Significant Accounting Policies Continued (e) Functional Currency Continued Foreign Currency Translation Transactions arising in foreign currencies during the year are translated into United States dollars at rates closely approximating those ruling on the transaction dates. Foreign currency monetary assets and liabilities are translated into United States dollars at exchange rate ruling at the balance sheet date. All exchange differences arising from translation are included in the profit and loss account. (f) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and subject to an insignificant risk of change in value. (g) Provisions Provisions are recognized when the company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are measured at the directors best estimates of the expenditure required to settle the obligation at the balance sheet date, and discounted to the present value where the effect is material. (h) Income Taxes Income tax for the financial period comprises current and deferred tax. Income tax is recognised in the income and expenditure statement except to the extent that it relates to items recognised directly in equity, in which case it it s recognised in equity. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods. Deferred tax is recognised, using the balance sheet method, providing for all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements, Deferred tax is not recognised for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. Deferred tax is measured at the tax rates that are expected to the applied to the temporary differences when they reverse, based on the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each balance sheet date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (i) Impairment of Assets At the balance sheet date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. 13

10 2. Significant Accounting Policies Continued (i) Impairment of Assets - Continued If any of such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. If any of such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is higher of fair value less costs to sell and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discounted rate that reflects current market assessments of the time value of money and risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reversed, the carrying amount of the asset (cashgenerating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the assets (cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. (j) Associate An associate is an entity over which the company has significant influence and that is neither subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for under FRS 105 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried in the consolidated balance sheet/statement of financial position at cost as adjusted for post-acquisition changes in the company s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the company s interest in that associate (which includes any long-term interests that, in substance, form part of the company s net investment in the associate) are not recognised, unless the company has incurred legal or constructive obligations or made payments on behalf of the associate. 14

11 2. Significant Accounting Policies Continued (j) Associate - Continued Any excess of the cost of acquisition over the company s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the company s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss. Where a company entity transacts with an associate of the company, profits and losses are eliminated to the extent of the company s interest in the relevant associate. (k) Related parties A related party is an entity or person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common or joint control with, the entity in governing the financial and operating policies, or that has an interest in the entity that gives it significant influence over the entity in financial and operating decisions or that has joint control over the entity. It also includes members of the key management personnel or close members of the family of any individual referred to herein and others, who have the ability to control, jointly control or significantly influence by or for which significant voting power in such entity resides with, directly or indirectly, any such individual. (l) Going Concern The financial statement have been prepared on the going concern basis as the company will receive continuous financial support from its shareholders so as to meet all obligations as and when they fall due. 3. Other Income Interest Income 1, Investment in an associated company Cost of investment in an associate company 13,421,100 Share of post-acquisition profit Balance at the beginning of the period - Share of profit for the period 1,649,322 Balance at the end of the period 1,649,322 15,070,422 15

12 4. Investment in an associated company - Continued Details of the associated company as follows: Name of the associate Phoenix International W.L.L. Place of incorporation and operation Qatar Principal activities Installation of fire alarm system, firefighting system, automatic sprinkler system, CCTV system, access control system, building management system, home automatic system, kitchen hood fire suppression system. etc Percentage of equity held % 44% The associated company is audited by Eisa Mohd. Alderbasti. The financial statements of Phoenix International WLL are made up to March 31, each year. Summarised financial information in respect of the company s associate is set out below: Assets Current Assets 9,200,267 Non-Current Assets 681,597 9,881,864 Liabilities Current Liabilities 4,523,501 Non-Current Liabilities 244,190 4,767,691 Net Assets 5,114,173 Revenue 16,892,032 Expenses 14,935,051 Profit for the year 1,956, Loan from Related Party The unsecured loan from related party amounting to 866,932 was obtained to finance the working capital requirements of the Company. The loan from related party is unsecured, nontrade in nature, interest free and repayable on demand. 16

13 6. Loan from Holding Company The unsecured loan from the holding company amounting to 2,575,077 was obtained to finance the acquisition of the associate company. The loan from holding company is unsecured, non-trade in nature, interest free and repayable on demand. 7. Term Loan - Secured The secured term loan amounting to 11,250,000 of the Company was obtained to finance the acquisition of the associate company. The term loan is repayable over 22 quarterly installments commencing from July 01, Interest is charged at 6.75% per annum over Libor Rate. The term loan was secured by the following: (a) First charge on the entire assets of the Company and the Associate Company; (b) First charge on the entire cash flows of the Company and the Associate Company; (c) Pledge of 100% shares of the Company held by the Holding Company; (d) Pledge of 49% shares of Associate Company held by the Company; (e) Corporate guarantee of the Holding Company; (f) Personal guarantee of the directors. 8. Share Capital Number of shares Value of Shares At incorporation date 5 4 Issued during the year - - At At incorporation date, the Company issued 5 shares with equal voting rights valued at 4 (SGD5) for incorporation and working capital requirements. Each ordinary share carries equal voting rights, with no fixed payments, no par value and share of profits. 9. Finance Costs Bank Loan Interest 579,558 Other Loan Interest 129, ,310 17

14 10. Profit before Taxation This is determined after charging the following: - Audit Fees 3,225 Professional Fees 52,617 Loan Processing Charges 81,254 Guarantee Charges 124, Taxation A reconciliation between the tax expense and the product of accounting profit multiplied by the applicable tax rate for the period ended was as follows:- Profit before Taxation 677,673 Tax Expense on Profit before Tax at 17% 115,204 Adjustments: Tax benefit forfeited (115,204) Tax Expense Related Parties Transactions The Company s transactions are made in the ordinary course of business and are reflected in these financial statements. The following are the transactions with the related parties during the financial year ended 31 March 2013 and were at terms and rates agreed between the parties: Related Party Transactions Other Loan Interest 129, Financial Risk Management Objective and Policies The Company s overall risk management policy seeks to minimize potential adverse effects on the financial performance of the Company. The Company however does not have any written risk management policies and guidelines. The directors monitor the following risk management of the Company and believe that the financial risks associated with financial instruments are minimal. Interest rate risk The company s exposure to market risk for changes in interest rate relates to the company s long term debt obligations. The company does not use derivative financial instruments to hedge its exposure to interest rate fluctuation. 18

15 13. Financial Risk Management Objective and Policies Continued Interest rate risk - Continued The company is exposed to interest rate risk. However, with the current interest rate level, any variation in the interest rates will not have a material impact on the net income of the company. Liquidity Risk The company maintains sufficient cash and cash equivalents, and internally generated cash flows to finance their activities. The director manages the liquidity through internally generated cash flows and minimises liquidity risk by keeping committed credit lines available. The table below analyses the company s non-derivative financial liabilities into relevant maturity grouping based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances as the impact of discounting is not significant. One year or less Above than one year Total $ $ $ Accruals 218, ,020 Term Loan - Secured - 11,250,000 11,250,000 Loan from Related Party - 866, ,932 Loan from Holding Company - 2,575,077 2,575,077 Total 218,020 14,692,009 14,910, Financial Period The current financial period is in respect of the period from 15 February 2012 (date of incorporation) to 31 March Comparative Figures There are no comparative figures as this is the first financial period that the financial statements have been prepared. 19

16 16. FRS and INT FRS not yet adopted The Company has not applied the following standards and interpretations that have been issued but not yet effective: Effective for annual years Description beginning on or after Amendments to FRS 1 Amendments to FRS 1 Presentation of items of other comprehensive income 1 July 2012 Amendments to FRS 12 Amendments to FRS 12 Deferred tax: 1 January 2012 Recovery of underlying assets Amendments to FRS 27 Separate financial statements 1 January 2013 Amendments to FRS 28 Investments in associated and jointly 1 January 2013 ventures Amendments to FRS 101 Severe hyperinflation and removal of 1 July 2011 fixed dates for first-time adopters Amendments to FRS 107 Disclosures Transfers of financial assets 1 July 2011 FRS 19 Employee benefits 1 January 2013 FRS 32 Offsetting of financial assets and financial 1 January 2014 liabilities FRS 107 Offsetting of financial assets and financial 1 January 2013 liabilities FRS 110 Consolidated financial statements 1 January 2013 FRS 111 Joint Arrangements 1 January 2013 FRS 112 Disclosure of interest in other entities 1 January 2013 FRS 113 Fair value measurements 1 January

17 Detailed Statement of Comprehensive Income For the year ended 31 March Continued Revenue Turnover - Cost of Sales - GROSS PROFIT/(LOSS) - Other Income Interest Income 1,746 1,746 Expenses Administrative Expenses Audit Fees 3,225 Professional Fees 52,617 (55,842) Other Operating Expenses Bank Charges 2,064 Guarantee Charges 124,925 Loan Processing Charges 81,254 (208,243) Loss from Operation (262,339) Finance Expenses Bank Loan Interest 579,558 Other Loan Interest 129,752 (709,310) Share of Profit of an Associated Company 1,649,322 Profit before Taxation 677,673 Taxation - Profit after Taxation 677,673 The above does not form part of the audited financial statements. 21

18 (Incorporated in Singapore) Reg No.: D period ended 31 March 2013 James Raj & Co Certified Public Accountants 22