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GROWTH. A GOOD NETWORK OF ROOTS TO ANCHOR YOURSELF. A GOOD NETWORK OF LEAVES TO ASSIMILATE OPPORTUNITIES.
CONTENTS
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22
BUSINESS REV
30
FUTURE DIRECTI
34
CORPORATE STRUCT
35
CORPORATE GOVERNA
41
FINANCIAL STATEME
DIRECTORS
Patrick Keith Quarmby NON-EXECUTIVE CHAIRMAN AND MEMBER OF AUDIT COMMITTEE
William Bruce Grahame Padfield CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
Philip Chu Yan-Jy CHIEF FINANCIAL OFFICER AND EXECUTIVE DIRECTOR
Frank Yung-Cheng Yung INDEPENDENT DIRECTOR AND CHAIRMAN OF AUDIT COMMITTEE
Seet Ai Mee INDEPENDENT DIRECTOR AND MEMBER OF AUDIT COMMITTEE
Ronald John Cattell NON-EXECUTIVE DIRECTOR
Jeremy John Ord NON-EXECUTIVE DIRECTOR
Robert Keith Carden Taylor NON-EXECUTIVE DIRECTOR
Lal Chandra Singh INDEPENDENT DIRECTOR
Stephen Michael Joubert ALTERNATE DIRECTOR TO ROBERT KEITH CARDEN TAYLOR
Malcolm Thomas Rutherford ALTERNATE DIRECTOR TO JEREMY JOHN ORD
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COMPANY S
Evelyn Wee
ASSISTANT COMPANY S
Chew Pu
REGISTER
6 Shen #24-11 DBS Building To Singapore Tel: (65) 6
Deloitte & 6 Shenton Wa DBS Building To Singapore Date of appointment: Jul
RE
Barbinder & Co 8 Cro #11-00 PWC Singapore
59.18
60 •
600 • 567.26
50 • 510.23 510.23
45.00 42.58
500 • 40 •
33.09 417.67
30 •
400 •
27.11 21.72 19.12
20 • 328.73 328.73
10.81
10 •
300 •
3.48
255.41 0• 200 • -10 • (12.23)
(15.9 -20 • 100 • (27.27)
-30 •
(34.14) -40 •
0• 1999
2000
2001
2002
2002* 2003
Turnover (in US$ million)
2003†
1999
2000
2001
2002
2002 * 2003
2003 †
1999
Profit before tax (in US$ million)
Note 1
2000
2001
2002
2002 * 200
Profit after tax (in US$ millio
Note 2
1999
2000
2001
2002
*2002
2003
†
255.41
417.67
567.26
510.23
510.23
328.73
3
Profit before interest and tax
26.40
40.95
55.01
(27.82)
18.57
(0.97)
Profit before tax
27.11
42.58
59.18
(27.27)
19.12
(12.23)
Profit after tax
21.72
33.09
45.00
(34.14)
10.81
(15.93)
(
Profit after tax and minorities
21.41
31.53
44.20
(34.80)
10.01
(16.11)
(
For the year ended September 30 (in US$ million)
Turnover
Note 1 Note 2
* †
Due to a change in financial year from 30 June to 30 September, the period here relates to 12 months ended 30 June for the respective year. The period here relates to 15 months from 1 July 2001 to 30 September 2002.
excluding goodwill amortisation of US$5.0 million, impairment to value of a subsidiary of US$7.7 million, specific provision for doubtful debts of U million and one-off charge of US$7.7 million for restructuring. excluding goodwill amortisation of US$3.8 million, impairment to value of subsidiaries of US$7.8 million and restructuring charges of US$4.1 milli
4
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Receivables from external customers (current)
101.15
147.57
206.95
129.27
99.83
Bank and cash balances
34.76
140.42
84.89
50.43
69.43
Short-term investments
-
-
-
2.66
14.61
7.34
25.35
37.65
51.81
39.64
(97.22) (108.02)
(77.26)
(44.36)
(0.03)
(12.78)
(13.92)
(10.59)
(3.66)
(13.84)
(30.65)
(51.47)
(14.95)
(40.21)
LT bank borrowings and finance leases
(0.04)
(0.55)
(0.06)
(0.06)
(0.02)
Other non-current liabilities
(7.13)
(36.09)
(9.73)
(2.00)
(1.64)
Net assets
88.97
186.81
205.75
193.95
186.47
Shareholders’ interests
87.32
184.70
204.07
191.40
184.88
1.65
2.11
1.68
2.55
1.59
88.97
186.81
205.75
193.95
186.47
5.2
7.3
9.6
(7.5)
2.2
(3.5)
(
20.9
40.6
43.5
36.4
36.4
36.0
3
Profit before interest and tax / turnover %
10.3
9.8
9.7
(5.5)
3.6
(0.3)
Profit before tax / turnover %
10.6
10.2
10.4
(5.3)
3.7
(3.7)
Profit after tax / turnover %
8.5
7.9
7.9
(6.7)
2.1
(4.8)
(
24.5
17.1
21.7
(18.2)
5.2
(8.7)
(
2.1
2.5
2.1
2.4
2.4
2.7
Other current assets Trade creditors Bank loans, overdraft and finance leases Other current liabilities
Minority interests
Earnings per share (US cents) - basic Net tangible assets per share (US cents)
(58.91)
Ratios:
Profit after tax and minorities / shareholders’ interests % Current assets / current liabilities (times) Note 1 Note 2
* †
Due to a change in financial year from 30 June to 30 September, the period here relates to 12 months ended 30 June for the respective year. The period here relates to 15 months from 1 July 2001 to 30 September 2002.
excluding goodwill amortisation of US$5.0 million, impairment to value of a subsidiary of US$7.7 million, specific provision for doubtful debts of US$ million and one-off charge of US$7.7 million for restructuring. excluding goodwill amortisation of US$3.8 million, impairment to value of subsidiaries of US$7.8 million and restructuring charges of US$4.1 million
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Revenue
328,725
404,908
(277,073)
(331,365)
51,652
73,543
2,934
3,111
(30,290) (20,625) (3,768)
(39,598) (20,077) (3,813)
(97)
13,166
(190)
(809)
Exceptional items (Note 1(a)(ii))
(11,945)
(35,927)
Loss before income tax (Note 1(a)(iii))
(12,232)
(23,570)
(3,694)
(5,815)
(15,926)
(29,385)
(188)
(840)
(16,114)
(30,225)
Cost of sales Gross profit Add : Other operating income Less: Other expenses Distribution and sales Administrative Amortisation of goodwill (net) (Loss) / Profit from operating activities Finance costs
Income tax expense (Note 1(a)(iv)) Loss after income tax Minority interests Loss attributable to the shareholders of the Company
n.m. = not meaningful
6
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(II) Analysis of on-going operations year-on-year excluding the following :
(i) Non-cash asset impairment loss of US$7,832,000 arising mainly from the rationalisation of iCommerce businesses as indicat Company’s announcement of 6 March 2003; (ii) One-off charges of US$4,113,000 for restructuring as indicated in the Company’s announcement of 6 March 2003; and (iii) Amortisation of goodwill of US$3,768,000. This charge arose mainly due to acquisition of Dasan in Korea. GROUP 12 months to 30/09/03 US$’000
12 months to 30/09/02 US$’000
328,725
404,908
(277,073)
(331,365)
51,652
73,543
2,934
3,111
(30,290) (20,625)
(39,598) (20,077)
Profit from operating activities
3,671
16,979
Finance costs
(190)
(809)
Profit before income tax
3,481
16,170
(4,215)
(7,313)
(Loss) / Profit after income tax
(734)
8,857
Minority interests
(256)
(977)
(Loss) / Profit attributable to the shareholders of the Company
(990)
7,880
Revenue Cost of sales Gross profit Add : Other operating income Less: Other expenses Distribution and sales Administrative
Income tax expense
n.m. = not meaningful
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GROUP 12 months to 30/09/03 US$’000
Profit before income tax (on-going operations)
12 months to 30/09/02 US$’000 (restated)
3,481
16,170
(3,768)
(3,813)
Less Exceptional items
(11,945)
(35,927)
Loss before income tax (after goodwill amortisation and exceptional items) reported under 1(a)(i)
(12,232)
(23,570)
Less Amortisation of goodwill
1(a)(ii) Exceptional items
GROUP Exceptional items consist of the following in the period : Specific provision for doubtful debts
12 months to 30/09/03 US$’000
-
Asset impairment loss - Impairment to value of subsidiaries on the substantial winding down of its assets and business - Loss on disposal of a cabling subsidiary Staff retrenchment Write off of plant and equipment Write off of inventories
(6,904) (928) (3,293) (820) (11,945)
8
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Allowance for doubtful debts
(3,862)
Allowance for stock obsolescence
(1,075)
Foreign exchange gain
1,366
(Loss) / profit on disposal of plant and equipment
(557)
Investment income
1(a)(iv) Income tax expense Income tax expense includes a Korea tax refund of US$1.6 million relating to prior year.
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696
10 STATEMENT TO SHAREHOLDERS
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FY2003 has been a year change in which Datacr executed a broad-rang transformation proc that was launched in l FY2002 and which delivered on a number of initiatives. The object was to both help the comp weather the market downt and more importantly, reinforce its position a leading and resili player in a fast chang market pla Efforts during the year were directed on two fronts. Internal has been a relentless focus on boosting productivity, im operating efficiency, tightening financial control and strengthe
balance sheet. Meanwhile externally, we have also been mai
an absolute focus on customer satisfaction coupled with a dete
push into new high-value businesses to address new opportu
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company’s core networking business, a broader and
Group generated positive cash flow of US$39.6 m
deeper service offering to customers, a simpler and
highest level in the Group’s history. Net cash con
unified corporate structure, improved processes and
surged 65% year-on-year from US$39.8 million t
financial controls, and continuing improvements to the
million. Net accounts receivables from external c
company’s balance sheet and liquidity. Our keen
were reduced by 23% year-on-year to US$99
customer focus has also been rewarded. We not only
while inventory declined further by 18% to US$14
beat our FY2002 customer satisfaction ratings but also over-achieved against an aggressive goal we set for
From a geographic perspective, India had
ourselves for FY2003.
outstanding year with Datacraft’s business b from the robust demand for call centre integr
Reflecting the generally challenging trading conditions,
the rapid build-out of banking infrastructu
exacerbated by economic uncertainties and the SARS
notably, the company clinched a second phase
outbreak, the Group achieved a pre-tax operating profit
from the State Bank of India valued at US$29
of US$3.5 million for the 12 months ended 30 September
expand its backbone network and connect it w
2003 compared to US$16.2 million for the previous
associate banks. The company successfully c
corresponding period. This figure excluded a US$3.8
the US$18 million first phase project in May
million amortisation of goodwill charge and US$11.9 million exceptional charges relating to restructuring and
Performance in the other regional markets w
asset impairment. The Group recorded revenues of
Hong Kong, Taiwan and Singapore put in a c
US$328.7 million for the full year, compared to US$404.9
performance against the backdrop of sluggish ec
million for the same period last year. For the second half
while Japan successfully staged a return to pro
of FY2003, pre-tax operating profit increased to US$3.1
in the second half of the year.New Zealand had a
million from US$0.4 million in the first half despite flat
of sustainable profitability, while ASEAN’s per
revenues, due to the stringent cost controls implemented
in general came off from the high base of last
and the impact of the restructuring exercise undertaken.
to the completion of several large infras
projects. In Korea, the restructuring exercise en The company continues to make good progress in
Group to substantially reduce its losses yea
strengthening the balance sheet with record cash
while China’s recovery process was slower than
generated during the period. All-round improvements
but losses had narrowed over the last three q
were also registered in the key areas of inventory and trade
12
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considerable efforts were also spent on rationalising
Protocol (IP), making it easier for them to streamline
and optimising the organisational structure. As a result,
processes and comply with new reporting requir
the company divested its two cabling companies in Singapore and the Philippines.The iCommerce business also
The need for IP convergence is precisely the rea
underwent a process of downsizing and restructuring,
Datacraft is aggressively launching service and
and is now fully integrated within the Group’s core
offerings that plan, build and support IT infras
networking business.
based on its Application Network* framework
architecting their IT infrastructure using the App As a result of restructuring, the overall headcount has
Network framework and delivering innovative s
been reduced from 1502 at the start of FY2003 to 1141
that leverage IP convergence, Datacraft is he
as at 30 September 2003. This is the net outcome of a
customers comply with regulatory require
headcount reduction of 605 in areas where we have
become more competitive through enhanced fl
downsized or disposed of, and an addition of 244 new
lower capital expenditure, decreased operation
staff in growth areas such as storage, professional
improved resource utilisation and increased prod
services and India. The company has also been investing in management skills, bringing in a number of senior
During the year, the company was able t
executives from world-class IT companies to bolster the
significant headway in delivering solutions and
management team.
that apply the Application Network framewo
solutions include Network Storage; Customer Int The changes within Datacraft are largely driven by what
Solutions for contact centre migration; as
we see as a fundamental shift in the customer mindsets
Surveyor Secure service for security assessment
on IT investment decisions. Today’s customers are
management. As a result of its Application N
attuned to the needs of the business they serve and they
approach, Datacraft is now receiving appr
demand innovative, integrated solutions that yield a
recognition in the marketplace as a leader and sp
demonstrable return on investment in a short timeframe,
To differentiate Datacraft in the market pla
which help them gain that competitive edge in their industry and create lasting relationships with their clients. Mounting competitive pressure and regulatory changes are pushing customers toward IT infrastructure that fully
* Application Network
The convergence of two previously separate areas of IT: application integration infrastructure. Application Networks leverage a range of open communicatio based on Internet Protocol (IP), XML and web services to make IT infrastr collaborative, intelligent and functional.
THE GROUP ACHIEVED A PRE-TAX OPERATING PRO OF US$3.5 MILLION FOR THE 12 MONTHS ENDED 3 SEPTEMBER 2003 AND RECORDED REVENUES OF US$328.7 MILLION FOR THE FULL YEAR. Brought to you by Global Reports
is putting increased focus on its core relationship with
has extensive solution-integration exper
three key global partners who are the respective leaders in
Microsoft platforms and this is being extende
their fields: Cisco Systems,EMCCorporation and Microsoft.
Pacific with good results already achieve
Australian market. During FY2004, Datac Our relationship with Cisco has been extremely successful,
increase its Professional and Managed Servi
stretching back to the early ’90s when we were
and start to offer new services and solutio
instrumental in establishing their business in Asia.
around Microsoft’s .Net platform, which provi
Datacraft is Cisco’s number one partner across Asia
component of the Application Network frame
Pacific. Dimension Data is also one of Cisco’s top partners worldwide. In recognising the strategic
In refocusing itself on services and solut
importance of this relationship, both companies are
ensuring it can respond rapidly to market oppo
strongly committed to working together even more
the company has spared no effort in imple
closely, particularly in the areas of Advanced Technologies
wide-ranging internal changes over the past y
such as IP convergence.
include a single go-to-market model to en multinational and national customers exper
The partnership with EMC Corporation, the worldwide
same consistent level of service; a focus on pro
leader in information storage solutions, was initiated in
with detailed performance measurement metr
December 2002 and has become a global strategic
Professional Services organisation; a leaner a
alliance for the Dimension Data Group. Network storage
efficient Managed Services organisation
is at the foundation of all applications and is therefore a
integrated and efficient Training Services tea
fundamental element of our Application Networks vision
newly created Solutions Development Group
of integrated network and application infrastructure. As
financial reporting system was restructured
its only integration partner in Asia-Pacific, Datacraft is
the new model for the business, and this is pa
now incorporating EMC’s network storage platforms
critical as the company implements quarter
and open storage management soft ware into its
reporting in the new financial year.
solutions and has assumed an important regional training role for EMC.
To ensure that Datacraft has the right mix o
successfully execute the business plan, we ha As with Cisco and EMC, the relationship with Microsoft
place a web-based skills assessment syste
has a global dimension through our parent company.
tracks the skills of our technical and sales peop
14
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our solutions group, we can identify areas for training
and well-managed handover when he steppe
and/or hiring new personnel. We are also taking steps
as CEO in August 2003. Ron has been a driving
to enhance knowledge collaboration across the company
Datacraft since its founding, and his valuable cont
and to fully capture Datacraft’s intellectual capital.
over the last 15 years has led the company t
many years of record-breaking growth, and st As always, the company’s achievements over the last
steadfastly through the period of economic unce
financial year have come about as a result of contributions
Fortunately Ron’s experience will not be los
from a broad constituency of stakeholders. Customers,
continues his involvement as a non-executive
employees, partners, shareholders and the board have
on the Datacraft Board.
all played a role in our success.
Clearly, FY2003 has been a year of change Exemplified by the likes of the Citigroup, which signed
undertook considerable restructuring efforts to
a US$8 million multi-year, region-wide support contract,
foundation for future growth. FY2004 will be a
and State Bank of India which awarded Datacraft more
execution rather than furt her restructuri
than US$40 million of infrastructure development and
company will continue to build on the core f
service cont racts in the last year, customers have
Cisco, EMC and Microsoft and deliver value en
continued to entrust us with their business-critical
and innovative solutions to our customers.
systems. Institutional shareholders have maintained their faith in the company and its management throughout
The key market indicators are currently predict
these uncertain times, while our partners have stepped
Asian economies will benefit the most from a su
in with increased commitment and support.
upturn in the global economy. As a result, both
Gartner are predicting a pickup in deman Datacraft employees across the region have demonstrated
services across the region with single digit
hard work, professionalism and passion in overcoming the
projected for 2004.
challenges faced by the company and their considerable forbearance has made our transition possible. Our board of
With our strong organisational structure, im
directors has been highly supportive of the executive team’s
productivity and continued leading position in
efforts to revive the company’s fortunes, contributing their
markets in which we operate, we are confide
wisdom to guide the management team.
Datacraft is well positioned to take advantage
recovery and return the Group to sustainable prof
THE COMPANY’S ACHIEVEMENTS HAVE COME ABOUT AS A RESULT OF CONTRIBUTIONS FROM CUSTOMER EMPLOYEES, PARTNERS, SHAREHOLDERS AND THE BOARD. Brought to you by Global Reports
Mr Quarmby was appointed Non-Executive Chairman of Datacraft Asia in May 2002 and has the Board of Datacraft Asia since November 1997. He qualified as a Chartered Accountant (S with honours. He was a partner at Ernst & Young until moving to the United Kingdom in 19 his 9 years overseas he was employed in the Corporate Finance Department of Schroders in L one of the founding directors of Standard Bank of South Africa in London and establishe Bank’s banking presence in Hong Kong. He returned to South Africa in 1996 and was appointe of Dimension Data Holdings Ltd where he was responsible for the global expansion of the g also a non-executive director of Unitrans Limited, a listed company in South Africa.
WILLIAM BRUCE GRAHAME PADFIELD CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
Mr Padfield was appointed Chief Executive Officer of Datacraft Asia in August 2003. Mr Pad Datacraft as Chief Operating Officer in November 2001 and was appointed as an Executive boa in October 2002. As the CEO, Mr Padfield will strategise, manage and oversee all aspects of th Asia Group’s operations, and drive the Group’s transition into a world-class IT services co Padfield has more than 24 years of experience in the IT and telecommunications industry in M North America and Europe. Prior to Datacraft, Mr Padfield was the Senior Vice President a Manager, Asia-Pacific, Australasia of Equant, leading the combined Equant and Global One o in Asia Pacific.
PHILIP CHU YAN-JY CHIEF FINANCIAL OFFICER AND EXECUTIVE DIRECTOR
Mr Chu was appointed Chief Financial Officer of Datacraft in December 2001 where he is res the overall statutory control of the Group’s accounting, finance and administrative functio joining Datacraft, he was the Worldwide Sales and Marketing Finance Director in Advanced M Inc (AMD). For the past 20 years, Mr Chu has a distinguished finance management caree Corporation and AMD. He had previously worked in USA, Japan, Taiwan, mainland China and
FRANK YUNG-CHENG YUNG INDEPENDENT DIRECTOR AND CHAIRMAN OF AUDIT COMMITTEE
Mr Yung is a director of listed companies Marco Polo Developments Ltd, Informatics Holdin China Motion Telecom International Ltd. He served as Chairman of the Telecommunication of Singapore from 1974 to 1986. Mr Yung has been a member of the Civil Aviation Authority of a member of the Securities Industry Council and a member of the Advisory Committee of the Business Administration, National University of Singapore. Mr Yung is a member of the ICP Institute of Chartered Accountants of Scotland. His career spans 24 years with Inchcape B three as Deputy Chairman. In the late 1980s, he was Chief Executive of Singapore Press Holdin Mr Yung’s past directorships include the Development Bank of Singapore Ltd and Times Pub
16
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NON-EXECUTIVE DIRECTOR
Mr Cattell was the Chief Executive Officer of Datacraft Asia from July 1999 to August 2003. He is also a non-executive director of Dimension Data Australia. Mr Cattell has more than 30 years of experience in the technology and telecommunications field. He first joined Datacraft Asia as Marketing Director in December 1988 and subsequently, as Regional Director, he built and expanded the Datacraft’s South Asian operations. He became an Executive Director of Datacraft Asia in 1993 and Chief Operating Officer in 1997. Mr Cattell holds a Bachelor’s degree in Electronic Engineering from Liverpool University in the United Kingdom.
JEREMY JOHN ORD NON-EXECUTIVE DIRECTOR
Mr Ord was appointed Chairman of Dimension Data Holdings in 1987, having served as the Group’s Managing Director and in other senior positions since the Group’s inception in 1983. He has been critical to Dimension Data’s growth strategy, and it was under his leadership that the company was voted the ‘Top Growth Company’ in South Africa, over a five-year period. Mr Ord was Businessman of the Year in South Africa in 2000. He is a Council member and member of the Board of Governors of the South African Foundation. He is also a member of the Board of Governors of the University of the Witwatersrand Foundation.
ROBERT KEITH CARDEN TAYLOR NON-EXECUTIVE DIRECTOR
Mr Taylor is Dimension Data’s Chairman for Merchants and Dimension Data Australia, and was on the Dimension Data Holdings board from 1995 until 2002. Prior to joining the Group in 1994 as CEO of the Software Division, Mr Taylor served as the Managing Director of Wood Creations (Pty) Ltd.
LAL CHANDRA SINGH INDEPENDENT DIRECTOR
Mr Singh is the President and CEO of Nihilent Technologies, India. He was formerly the CEO of Zensar Technologies and had previously spent 17 years in Tata Consultancy Services, where his last held position was Senior Vice President for the markets in Europe, Middle East and Africa. Mr Singh is an alumnus of Harvard Business School and the Banaras Hindu University in India.
STEPHEN MICHAEL JOUBERT ALTERNATE DIRECTOR TO ROBERT KEITH CARDEN TAYLOR
MALCOLM THOMAS RUTHERFORD ALTERNATE DIRECTOR TO JEREMY JOHN ORD
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Noble is responsible for the overall Professional Services Business Unit. Noble has over 25 years experience in the IT industry including 16 years in the Asia-Pacific region. Prior to joining Datacraft, he held the position of Principal with IBM Global Services where he was involved in establishing a new regional e-Business infrastructure consulting practice. Prior to IBM, Noble was Director of Solutions & Services in The Fantastic Corporation and Director of Professional Services for Compaq Computers Asia Pacific. He previously held senior positions with Unisys Corporation, National Computer Board (Singapore), Software Sciences and Logica.
HEAD, ENTERPRISE SALES
Palmer heads the Enterprise Sales for Datacraft. P extensive experience in the IT industry having prev positions with Telecom New Zealand, IT Consulting Se Company),Case Communications, Cray Communications Networks. Palmer joined Datacraft over five years ago a positions of Regional Service Manager, General Manag Marketing and General Manager MNC. He also continue MNC team as an integral part of the Enterprise Sales U
LYNETTE SALDANHA SUNIL DESAI DIRECTOR, MANAGED SERVICES
Desai heads the Managed Services Business Unit. Desai has over 18 years of experience in the IT services industry specialising in operational and P&L management. He is responsible for managing the Group’s Uptime support and Insite management businesses. Desai joined Datacraft India as Head of Services in 1995. He relocated to Singapore in January 1999 as Regional Manager for Training Partners and was promoted as General Manager a year later. He was promoted to the position of Senior General Manager, Services Operation in November 2001. Before joining Datacraft, he worked with leading IT companies in India including Zenith Computers and International Data Management.
WONG WEN MING CHIEF TECHNOLOGY OFFICER and HEAD, SERVICE PROVIDER SALES
Wong is the Chief Technology Officer and also heads the Service Provider Sales. He held several key management positions in Datacraft previously, including Director of Business Solutions Group and Director of Marketing. Prior to that, he was the General Manager of Telecom Solutions Group and General Manager of iBOSS Group. Before joining Datacraft in 1995, Wong has held various positions in Quorum Growth, IBM and Singapore Computer Systems.
18
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DIRECTOR, HUMAN RESOURCES
Saldanha heads the Human Resources function in Dat has been in the IT industry for more than 30 years and b operational experience to the HR function. She has Datacraft for 9 years and has held several positions in th She was the Country Head for Datacraft India for 6 year of Training Services for New Zealand, and the Head Management at the Singapore headquarters. Prior Datacraft, Saldanha worked for ICL in India in vari positions including systems management, sales manag marketing. She was also an entrepreneur, having set t wo companies dealing with the development and software and services.
hard work, professionalism and passion in overcoming challenges faced by the company and their consider forbearance has made our transition possib Aaron Lam Siu Kwan
Ananthram Irde
Benjamin Lee Kim Boon
Chan Yew Weng
Chuah Eng Wee
Diyah Permatasari
Eun-Hee Kim
Abdul Haris
Anchana Tonprasert
Benjamin Wang Hong-Jen
Chanchai Techavalitphong
Chul-Ho Park
Do Thi Thanh Hien
Eunice Ong
Abhijeet Banerjee
Andrew Alexander
Benson Shen Guo Bin
Chandrakesh Rai
Cindy Sim Bee Lan
Doan Xuan Vu
Eun-Kyung Ki
Ada Yin Dan Qiu
Andrew Chui Mun Wai
Benson Yan Shun Wah
Chang-Youp Sung
Cindy Zhou Xiao Yan
Dominic Stevens
Eun-Sil Paik
Adam Lin Chih Hsin
Andy Chu Yee Hwa
Bhagateshwar Patro
Chan-Joo Jung
Cinna Lee Kuei Chih
Dong-Hyun Cho
Eun-Young Ki
Adeline Chia Yuen Mun
Andy Liuo An Chi
Bhanu Pratap Rathore
Chantana Thongpool
Clark Su Chia Hing
Dong-Kun Shin
Fang Kun
Adeline Tee
Angus Chen Chih Ming
Bhramar Agarwal
Charles Chan Tak Yin
Clement Hui Chak Shan
Donna Liu Dong Min
Farzam Hadi
Aditya Mahale
Anil Dalvi
Bill Chan Leung Fai
Charles Jing Chao
Connie Choy Shuk Tuen
Doris Chan Mei Sze
Fazlin Idayu M
Adrian Lee Kam Lok
Anil Kumar Gvn
Binnie Ho Xichen
Charles Tse Chi Yin
Convia Tung Man Man
Du Jun Hong
Firsta Yunanta
Adrian Wong Kwok Cheung
Anil Kumar Hg
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Cr. Grace Suryadi
Duangcheewan Meegul
Francess Chu
Aekarot Jintamai
Anit Saha
Boonkeng Arpajaturawit
Chau Wing Keung
Craig Belcher
Duong Yen Hang
Frank Lin Chih
Aekasit Viriyajaree
Ann Yang Hsiao Ni
Bosco Chu Yiu Hang
Chen Jun
Craig Thompson
Dylan Toh Meng
Frank Lin Tsan
Ajay Sondhi
Anna Cheh Siew Yong
Brandon Skilton
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Cynthia M. Tanque
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Frankie Lau K
Ajayakumar
Annie Ge Jin Jun
Brian Newman
Cheng Man Wai
Daniel Fang Yi Feng
Eddie Palmer
Frankie Yim C
Akane Suzuki
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Bruce Yim Ka Chun
Cheng Ying Feng
Daniel Lo Yiu Tong
Eddy Tso Chung Wing
Fred Kuo She
Akiko Fujisawa
Anson Cheung Wing Suen
Bruce Zeng Xiao Yu
Cheong Lai Mee
Daniel Wong Man Ho
Eddy Wong Kim Mun
Frieda Haraha
Akiko Takahashi
Anthony Lee
Bryan Sychingiok
Cher Cambitzis
Danny Sherwin
Edward Arumaidurai
Fu Ri Zhi
Akira Kumagai
Anuj Bahl
Busaraporn Piyakulpinyo
Cheryl Fang
Daren Furness
Edward Chong Kok Ping
Fu Wei Rong
Akshay Lakhina
Anupam Tyagi
Byung-Hwan La
Chew Puay Hoon
Darien Tay Yew Beng
Edwin Chai Ming Ching
Fumito Matsu
Alan Nan Wu Rong
Anuroj Saekhow
Byung-Kyu Choi
Chick Kuan Leong
Darren Lee Kam Chiu
Edwin Tough
G. Subramani
Alan Noble
Anurus Praserttham
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Chi-Do In
Darren Ryland
Edwin Wong Lung Shan
Gagan Goyal
Alex Ling Gark Chian
Arief Muslim
Cahyadi S. Gunawan
Chihiro Terada
David Chan Ho Chuen
El Wang Guo Luen
Gail Lee May
Alexis Tang Wai Khow
Arthur Anderson
Cai Zhi Gang
Chinmay Prakash
David Ereckson
Elaine Poh
Gao Yang Wen
Alice Lin Wen Ting
Arthur Kan Yeh Hsin
Calvin Su Hung Ming
Chinmoy Ghatak
David Lee Ming Ta
Elan Yeh Shu Chen
Garrell Malaca
Allan Taylor
Arthur Li Kai Chan
Candy Seen Lay Khim
Chi-Sung Ahn
David Lung Tin Yau
Ella Chan Lung Chu
Gary Hoe Kai
Allen Chien Che Ming
Arthur Tunggul Siahaan
Cao Hai Feng
Chittaranjan Das
David Nicholas Wilkins
Ellis Lam Ming Pan
Gary Lo Kwok
Allen Wu Hsiang Lin
Arun Paliwal
Cao Thi Thanh Hai
Chng Sim Pheng
David Nie Yong Sheng
Elson Teng Jang Chun
Gary Loh Tuck
Allo Hui Shun Chau
Ashish Majumdar
Cardas Lee Chin Fu
Chng Young Huee
David Paiti
Emilia Lintin
Gaurav Tando
Allwyn D'Souza
Ashwin Shah
Carmelita E. Lasmarias
Chnioh Welleng
David Wei Xiong
Emmanuel D. Ortiz
Gautom Royc
Alvin Lim Kheam Hock
Atul Bhatia
Carmin Mascarenhas
Cho Kheng Chin
Dedy Hadiyanto
Eric Lam Wo Tak
George Cheun
Alvin Lim Wei Yung
Ayun Thanh Vy Thanh
Carol Cheung Choi Kam
Chong Mong Hoe
Deepak Makhija
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Azmi B. Samuri
Carrie Ng Kai Wai
Choy Wing Kau
Degas Tsao Jen Hsien
Eric Lin Shu Hui
Girish Dixit
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B. Srinivasan
Carrie Yee Ka Wai
Chris Barcham
Dennis Wong Chi Yiu
Eric Shiau Hsien Yung
Girish Juneja
Aman Wasan
Baden Leung Ka Nap
Catherine Chen Su Ling
Chris Drew
Derek Koh Thong Hean
Eric Thomson
GK Chakrapan
Amit Agarwal
Balasubramanian Durai
Catherine Koh
Chris Ho Tsz Yin
Derek Lam Heung Wah
Eric Wu Li Hsin
Gladys Cheun
Amit Arolkar
Balinas, Emily C.
Cathy Cao Yan
Chris Hung Chih Yung
Derry Fahrudin
Erwin Matti
Glenn Lovegro
Amit Mathad
Becky Cheung Wai Yin
Cauton, Rodrigo, Jr.
Chrisitne Qin Hai Jing
Desmond Tai Wai Kwok
Ester J. Magat
Gloria Wei Ku
Amos Tsai Meng Che
Beh Gueh Leng
Celson Ng Chee Chia
Chrissie Su Yen Chao
Devendra Singh
Esther Lee Swee Thing
Godfrey Chan
Anan Jeratawatchai
Beni Sia
Chan Heng Cheong
Christine Cai Ying Wan
Diane Yap Huey Fern
Esther Quah Sok Khee
Godfrey Ma K
Anand Prakash
Benis Lin Szu-Pin
Chan Hon Ming
Christine McLaughlin
Dick Cheung Man Yiu
Esther Wong
Goh Beng Hw
Ananth Padmanabha
Benjamin Chua Kim Wee
Chan Wing Hong
Christopher Yung Tuck Chung
Ding Yi
Ethen Chen Ming Che
Goh Heau Hu
*
Note: Permanent employees with Datacraft as of 30 September 2003.
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Jason Chen Chia Chyi
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Joy Koh Oy Mei
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Helen Deng Hong
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Helena Park
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Milind Patwardhan
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Noboru Suzuk
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Jun Fukusawa
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Nobutoshi Ch
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Junya Yoshizu
Krishna Kukkilaya
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Huang Fu Wu
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Lukas Dharmawan W
Mitsuro Yoshida
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Huang Han Wei
Jennifer Wang Hui Chen
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Kumi Suzuki
Lulu Wang
Mochammad Irzan
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Zhao Ping
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Wong Wing Teng
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Tyrone Su Tai Jung
Won-Ryul Shin
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Wu Guo Zhong
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22 BUSINESS REVIEW
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in most mark remained challeng and demand subdued the face continuing econo uncertainti Business volume the third quarter impacted by the SA outbreak in region, which cau disruptions to training business Greater China delays in decisi making for ma projects, but situation recove in the fou quart
In response to reduced business volumes, the co continued to address its cost and expense st Overall headcount was reduced to 1141 at the the year compared to 1502 at the beginning of F The effect of the reduction in fixed costs was, h partially offset by additional resources being i in the development of professional servic capabilities in network storage and IP convergenc as additional managed services personnel sup large projects. These investments enable the co t o capture a higher proportion of custom expenditure, thereby positioning it well for the
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HIGHLIGHTS
service, the company recently launched Assu
TRANSFORMING AND EXPANDING
of network and security infrastructure suppor
DATACRAFT SERVICES
for mid-to-large enterprises.
MANAGED SERVICES Japan is clearly a huge market for managed IT
With a view to differentiating Datacraft from
services but developing markets such as China, India,
competitors, Managed Services is upgrading it
Indonesia, Korea, Malaysia, and Thailand offer
line with the company’s solution focus base
Datacraft the largest growth opportunities. Within
the Cisco Advanced Technologies, EMC and
the region, a number of trends can be seen at work
platforms. It has also been proactively benc
in the managed services market place:
against best-in-class competitors, adopt
•
End-to-end outsourcing is on the increase. While Datacraft does not under take such “ glass-house” outsourcing deals on its own, its strong specialist skills
practices and stepping up its service man systems to enhance contract , call and l
management in order to improve produc
make it a valuable partner for the large generalist IT
•
•
•
outsourcing firms.
TRAINING SERVICES Training is one of Datacraft’s more pre
Decision-making is migrating from country to a regional
business units but SARS had a negative im
or even global level in some major enterprise accounts.
Training Partners’ courses during the third
Dat a c r a f t i s we l l p l a c e d t o m a n a g e re g i o n a l
especially in Greater China. Fortunately the
infrastructure and works with Dimension Data to capture
recovered well in the fourth quarter, although
global opportunities.
market conditions throughout the year re
Cost-cutting through agreed reductions in service-level
some discounting pressure. The trend
and, in some cases, on-line bidding for service contracts
training focused on technology solutions, ra
which puts downward pressure on service rates.
t r aining for IT certification, validat es
There is increased demand for out-tasking including
Partners’ drive to broaden its curriculum.
placement of engineers at customer sites. Training Par tners continues to look at With its regional delivery capabilities, Datacraft Managed Services is positioned for growth. To complement its
b r oaden its market reach, especially
ex p a n s i o n i n t o n e w l o c ations such a
(Philippines) and Brunei, as well as par
24
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as Hong Kong’s Vocational Training Council. At the
markets such as India and China where grow
same time, the company is also looking at reselling
of 80% and 30% were achieved respectively
courses from other training companies to provide a one-stop shop for IT training.
The downside in FY2003 was the general ero
market billing rat e due to reduced IT s In line with the corporate strategy, Training Partners
spending coupled with aggressive discoun
will maintain a strong focus on solution training
certain competitors, averaging approximate
based on Datacraft ’s three core partners: Cisco, EMC
across the region.
and Microsoft. Under the company’s new go-to-market model, each training facility is an independent profit
A key achievement during 2003 was the inte
centre that can diversify its training port folio to
of the iCommerce subsidiaries into a
address local customer demand. Therefore, courses
So l u t i o n s D ev e l o p m e n t Gr oup (SDG)
addressing platforms such as Oracle, Sun Microsystems
Professional Services, creating a critical m
and Linux will also be offered in selected locations
software development and integration expert
across the region.
was previously distributed in “pockets” acr company. The SDG acts as a “factory” that d
PROFESSIONAL SERVICES With the impact of the Iraq war and the SARS
and packages replicable business solutio
outbreak weighing on markets in ASEAN and Greater
intellectual property for the company.
related services, in the process creating re-
China, FY2003 was a challenging year for Datacraft to establish a fully fledged Professional Services
In 2004 there will be even more focus on con
business unit. Customers remained cautious about
and delivery of services based around App
major IT investments, preferring to focus on making
Network solutions. The customer focus will
the best of their existing infrastructure through
on service providers, global and re
o p t i m i s at i o n , enhance m e n t a n d i n te g ra t i o n .
multinational companies, together with the
Nonetheless, the company experienced strong
sector in selected markets. Technical skills wi
consulting growth as the year progressed with the
Professional Services business unit will con
business increasing by over 40% in key mature
be enhanced, particularly in the areas o
markets such as Japan, Singapore and New Zealand.
Advanced Technologies, EMC network s
Professional Services as a discrete offering is making
solutions and Microsoft business application
IN 2004 THERE WILL BE EVEN MORE FOCUS ON CONSULTING AND DELIVERY OF SERVICES BASED AROUND APPLICATION NETWORK SOLUTIONS. Brought to you by Global Reports
During the year, the SDG delivered on a number of
On the back of its strategic relationships w
key offerings:
announced in December 2002, the company
IP CONVERGENCE SOLUTIONS The company kicked off its drive into high-value
a range of network storage solutions and
solutions in November 2002 with the launch of the
network storage to account for almost
Datacraft IP Convergence solution set. These enable
worldwide external storage systems reve
customers to achieve productivity enhancements,
around 67% of global disk storage revenue
support mobility, and realise infrastructure efficiencies
The storage systems market therefore
by integrating voice, fax, video and data IP networking
Datacraft with significant pull-through
to support innovative new business applications.
opportunities in areas such as storage infra
Converged networks will capture 55% of the US$3
assessment, network storage implementation
billion-plus Asia-Pacific enterprise telephony systems
consolidation, automated storage mana
market in 2008, according to research firm Frost & Sullivan.
backup and recovery, and high availability.
The company also launched a set of Customer Interactive Solutions (CIS) to help businesses improve the performance and customer satisfaction generated by their contact cent res and self-service systems. Datacraft India secured several wins for the CIS practice, including a workforce management solution for eFunds, a help desk workflow management engagement for Tata Consultancy Services and two projects for AXA Business Services.
26
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services during the first half of FY2003. IDC
The company also received a favourable reception
Reflecting a soft ening of demand in the
f or the launch of Sur veyor Secure, a vendor-
provider market and an increase in deman
i n d e p e n d e n t s e c u r i t y assessment a n d r i s k
enterprise customers, the Int egrated Bu
management service that adds a consulting layer to
Operational Support System (iBOSS) team is
the company’s already successful security integration
a more balanced approach tow ards inte
and outsourcing business. During the year, over 30
management solutions that will be consiste
Surveyor Secure deals were won across the region
Datacraft ’s solution focus areas. While main
against competition from other consulting firms, thanks
its focus on service providers in order to capt
to Datacraft ’s precise methodology and unique tie-
going large project opportunities, particularl
up with American International Underwriters that
Voice over IP space, the iBOSS team is exten
enables companies to manage diverse network
integrated management solutions to encomp
security and liability exposure.
entire Application Network Architecture — in
network, system, storage and application manag
OPPORTUNITY: NETWORK STORAGE WILL ACCOUNT FOR ALMOST 77% OF WORLDWIDE EXTERNAL STORA SYSTEMS REVENUE AND AROUND 67% OF GLOBAL DI STORAGE REVENUE BY 2005. Brought to you by Global Reports
BUSINESS WINS CITIGROUP CONSOLIDATES REGIONAL SUPPORT In September 2003,Citigroup’sTechnology Infrastructure Division awarded the company a 40-month, multicountry maintenance contract worth more than US$8 million for Datacraft Uptime managed services. The 16 countries covered by the agreement include Australia, Brunei, China, Guam, Hong Kong, Indonesia, India, Korea, New Zealand, Macau, Malaysia, the Philippines,Singapore, Taiwan, Thailand and Vietnam. Datacraft is providing pro-active monitoring and troubleshooting from its STARtrac centre in Singapore, together with on-site problem resolution. Citigroup’s staff are able to view status infromation and interact with Datacraft service engineers via a customised service management portal. BANKING ON INDIA’S SUCCESS Following the successful first phase implementation of the project, the St ate Bank of India (SBI) awarded Datacraft a US$29 million second phase contract for SBI Connect, its high-speed, nation-wide corporate wide area network. The network is being expanded to provide connectivity for 2500 more branches of SBI and its seven associate banks across 270 cities throughout India. Capping off this success, the company was also awarded a five-year, US$11.4 million services contract by SBI for outsourced management and support of SBI Connect. The service elements include Insite managed network services delivered from the STARtrac centre in Bangalore, Uptime maintenance services and subsequent management of its IP bandwidth.
28
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In China, the company has continued to win projects that involve extensions to provincial d networks (DDNs) and the implementation metropolitan area networks (MANs). In Southe Datacraft designed and implemented the core for Guangzhou Telecom’s new MAN. Datacraft completed a DDN/MAN integration project for S Telecom, and received DDN expansion and servic from China Telecom’s provincial and local subs Jilin, Sichuan and Chongqing. To date, Data installed more than 750,000 DDN nodes in 11
SOPHISTICATED INTERNET ACCESS MANAGEMENT SYST For KT (formerly known as Korean Telecom), the leading telecommunications service provider,Da up a system to authenticate and grant access customers using its wireless and fixed wired ne real-time accounting capabilities log all access f tracking and auditing purposes and a unique mo also developed that enables KT to provide usa billing for prepaid services and flat rate based its regular customers.
BANKTHAI APPLICATION NETWORK DEAL In Thailand, Datacraft beat strong competition Internet banking system integration contr BankThai, a leading commercial bank. The stateInternet banking solution gives BankThai’s custo convenient 7X24 on-line access to corporate cash ment, trade finance and personal banking servi freeing BankThai staff to provide high value advisor
In Vietnam, Datacraft won its second full-scale service provider networking project, by securing a US$2.1 million deal from Ho Chi Minh Post & Telecommunications (HCM P&T). To deal with rapidly growing Internet traffic, HCM P&T needed a new load-sharing network that could provide dial-up access, email and billing services to its customers in the city. This network can scale to accommodate a projected 400,000 customers by 2005. KEY INTEGRATED MANAGEMENT SOLUTION WINS •
KT has awarded a US$4 million iBOSS and Professional Services project to develop a traffic monitoring and provisioning system.
•
A global bank in Hong Kong is using iBOSS integrated network management system and customised service level management tool to automate network management.
•
A leading Japanese electronics manufacturer has implemented an iBOSS performance management project to pro-actively manage and monitor its extensive infrastructure and avoid potential network failures.
•
eFunds International has implemented an iBOSS workforce management solution that will meet their needs for volume contract centre management.
•
LogicaCMG in India has deployed an iBOSS helpdesk solution to track interactions with its customers in the UK and bill them accordingly.
•
Asia Netcom (previously known as Asia Global Crossing) is using iBOSS trouble ticketing services for its helpdesk to track and resolve customer faults and unplanned network events.
•
In one of the largest security deployments in the e field, the National University of Singapore has d Datacraft designed and integrated firewall and detection system to protect the campus netw external and internal security breaches.
•
A large luxury hotel chain in India is leveraging Surveyor Secure service to assess its network an vulnerabilities.
•
A leading Japanese securities house engaged Da
help evaluate its overall security positioning and dev to implement a new security strategy.
THE STATE BANK OF INDIA AWARDED DATACRAFT A US$29 MILLION CONTRACT. Brought to you by Global Reports
30 FUTURE DIRECTIONS
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During FY2003 Datacr took several steps tow becoming the regio leading provider solutions and servi based around Applicat Network Architectu Being a pioneer in build data networks in Asia, it a logical progression the company to take the l in pursuing netw technology as it exte into other areas of IT a in the process, h customers increase th return on IT investme
Whilst last year was one of transition during which Datacraft successful market entry with several new Application Network sets, FY2004 will see the company fully immerse itself in the app network marketplace.
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to gain competitive advantage through the adoption of IT infrastructure that is flexible and scalable enough to respond quickly to new business needs, market shifts and regulatory changes. A good example of this is the Sarbanes-Oxley Act that has brought in stringent new rules on corporate governance for US-listed companies. Compliance with this has forced significant changes in the way companies manage their information by ensuring that applications can interact with one another more effectively. Application Network Architecture addresses the challenges of convergence and compliance, enabling companies to achieve the flexibility they need and to drive down the total cost of ownership through “virtualisation” of IT resources. We understand where technology is going and are helping our customers ride this wave to greater business performance. Based around open standards, Application Networks are vendor-neutral and able to cover the broad spectrum of IT systems that customers already have in place. Open system standards promote ease of integration and application interoperability, reducing system life-cycle costs. The critical technologies for implementing the Application Network architecture are IP networking and Web Services – a set of XML (eXtensible Markup Language) interfaces that provide a standard means of exchanging data between different software applications and among multiple systems.
32
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building a world-class professional services org within Datacraft. Here, the company has a g start since we already have the specialist ex converging technologies. Our skill in conv reduces the risks that arise when combining technologies, thereby maximising business im
Within Datacraft Professional Services, consolidated these skills and committed the in to ensure that we have the technical capabilitie a solutions and services ecosystem around our vendors: Cisco Systems, EMC Corporation and M These alliances enable Datacraft to fulfil its Ap Network vision, with Microsoft supporting ap integration through Web Services, EMC vir storage resources and Cisco providing en network infrastructure.
As well as providing a tighter focus for our te skill set, strategic alignment with these three has distinct marketing advantages. Each of th number one vendor in its field - networking, sto enterprise software, providing Datacraft wit addressable market space. These core allian serve to differentiate Datacraft from competito competing product lines prevent them from as closely with these market leaders.
Through our long-standing partnership with are addressing new market segments with a technologies for IP Telephony, Optical, Storage LANs together with a security focus. There
in IP Convergence, Customer Contact Centres, Storage and Security Consulting.To maintain our well-established position as Cisco’s leading partner in the region, we are focusing on and gaining specialist certification in these advanced technologies. According to the Meta Group, information storage accounted for 13% of IT budgets in 2002 and is expected to rise to 15-17% by 2006-07. Gartner is projecting the market for network-attached storage devices will almost double over the next four years, reaching US$3 billion worldwide by 2007. Clearly, the partnership Datacraft forged with EMC last year has a great deal of upside for both companies. As well as leveraging our expertise in IP networking in the storage arena, Datacraft will create and support solutions, such as data warehousing and information lifecycle management, where storage is a major element.
strongly. During 2002, Microsoft’s share of the wo server operating environment license revenue 55.1% and is not expected to decline anytim according to IDC.
With the support of these three strategic p Datacraft will be in a position to build a full ecosystem that encompasses related produ technologies from other vendors. This will enha ability to lead the market and deliver rapid ret investments to blue chip customers.
In short, Datacraft is now well positioned w expertise, methodology, technical infrastructure to-market strategy to ride the Application Netwo for the next several years.
Microsoft’s .NET architecture, which has matured to the point where enterprises are starting to deploy it, sits very comfortably within Application Networks as its foundation is a framework for building, deploying and running XML Web services and other applications. During 2004, Datacraft will be investing considerably in .NET skills with the goal of becoming Microsoft’s major partner across the region. Datacraft ’s alignment with Microsoft will provide significant growth opportunities. As part of the Dimension Data Group, we will be one of Microsoft’s trusted global system integration partners at a time
WITH THE SUPPORT OF THESE THREE STRATEGIC PARTNERS, DATACRAFT WILL BE IN A POSITION T LEAD THE MARKET AND DELIVER RAPID RETURNS O INVESTMENTS TO BLUE CHIP CUSTOMERS. Brought to you by Global Reports
Datacraft Asia Ltd
Datacraft (Hong Kong) Limited
Datacraft Korea Inc
100%
UCSCommunications Limited
Datacraft Taiwan Limited
100%
Datacraft Networks (China) Inc
100%
Datacraft China/Hong Kong Limited 100%
Beijing Datacraft Development Network Ltd
100%
Datacraft Information Technology (Beijing) Limited
75%
100%
TP Network Consulting (Shanghai) Co. Ltd 100%
Netcorp Systems (S) Pte Ltd 100%
100%
Datacraft Vietnam Ltd
Datacraft Japan Inc 89.7%
Datacraft (Thailand) Limited
100%
Datacraft (Malaysia) Sdn Bhd
Datacraft Asia Trust Pte Ltd
PlaNET Solutions (International) Ltd
JQ
60%
iSquare Asia Limited
100%
Datac 100%
Datacraft (Singapore) Pte Ltd
100%
100%
PlaNET Technonology Solutions Pte Ltd 100%
DFIConsulting Philippines Inc 100%
Datacra
100%
Multisoft IT Solutions Pte Ltd
PlaNET Solutions (M) Sdn Bhd
Datac
100%
100%
Training Partners Co, Ltd
P. T. Da
Datac
Trainin
60%
Datacraft Advanced Network Services Sdn Bhd 100%
DFIConsulting (Thailand) Co, Ltd 100%
Note: Investment holding subsidiaries have been exclu this chart
34
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35 CORPORATE GOVERNANCE
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• • •
Matters relating to the Group entities e.g. incorporation of new companies, acquisitions and disposals of su Budgets and financial planning. Projects with revenue over US$20 million.
Currently, the Board consists of nine Directors, of whom two are executive directors, three are considered to be indepe the Nominating Committee and four are non-executive (of which three are nominees from the parent company, Dimen Holdings plc). There is therefore a good balance between the executive directors and non-executive directors and a s independent element on the Board.
The Board considers its size as appropriate and effective in decision-making, given the scope and nature of the operat Board also considers the combination of experience, knowledge and expertise of its members in the various fields of ac finance, business, management and industry to be balanced and effective in carrying out its functions.
There is a clear division of responsibilities at the top of the Company with clear lines of responsibility between the Boar executive functions of the management of the Company’s business. The Board sets broad business guidelines, approve objectives and business strategies and monitors the standards of executive management performance on a periodic b roles of the Chairman and CEO are separate. In respect to the Chairman’s role in Board proceedings, the Chairman, bei executive Director:(i) (ii) (iii) (iv)
schedules meetings that enable the Board to perform its duties responsibly while not interfering with the f Company’s operations; prepares meeting agenda in consultation with the CEO; exercises control over quality, quantity and timeliness of the flow of information between management and t and assists in ensuring compliance with Company’s guidelines on corporate governance.
Key information on the Chairman and CEO is disclosed on page 16 of the Annual Report. The Board meets regularly on a quarterly basis and as warranted. However, ad hoc, non-scheduled Board meetings may be to deliberate on urgent substantive matters. The Directors’ attendance record at Board meetings are set out below: Directors
Attendance*
Executive Directors • William Bruce Grahame Padfield • Philip Chu Yan-Jy
3 5
Non-executive Directors • Patrick Keith Quarmby • Ronald John Cattell • Jeremy John Ord • Robert Keith Carden Taylor
5 5 5 5
Independent Directors • Frank Yung-Cheng Yung • Seet Ai Mee • Lal Chandra Singh
5 5 †
Alternate Directors • Malcolm Thomas Rutherford (alternate to Jeremy John Ord) • Stephen Michael Joubert (alternate to Robert Keith Carden Taylor)
* Since the beginning of the financial year or date of appointment, whichever is later. † Lal Chandra Singh was appointed as a Director on August 28, 2003.
36 Brought to you by Global Reports
concerning the Company’s progress or shortcomings in meeting its strategic business objectives or financial targets information relevant to the strategic issues facing the Company accurately and in a timely manner.
The Directors currently submit themselves for re-nomination and re-election at regular intervals of at least once every th
The Directors who have been re-nominated for re-election are set out on page 42 of the Annual Report. The Board takes ind professional advice as and when necessary to enable it or the independent Directors to discharge their responsibilities e
NOMINATING COMMITTEE The members of the Nominating Committee are: • Seet Ai Mee, Chairperson, Independent Director • Frank Yung-Cheng Yung, Independent Director • Lal Chandra Singh, Independent Director • Patrick Keith Quarmby, Non-executive Director • William Bruce Grahame Padfield, Executive Director
The Nominating Committee will determine annually whether or not a Director is independent. Where a Director ha board representations, the Nominating Committee also considers if he/she is able to adequately carry out his/her respo
REMUNERATION COMMITTEE
The Company has a Remuneration Committee comprising only non-executive and independent Directors who are free business or other relationships, which may materially interfere with the exercise of their independent judgement.
The Remuneration Committee annually reviews the entire remuneration of the CEO and his direct subordinates. It account the performance of the Company and the individuals as well as the competitive situation. It will s recommendations on the remuneration packages of the CEO and the executive Directors to the Board for endorsement. It the remuneration package of the other key management staff as well as the appointment of new executives whose rem is more than US$300,000. The Remuneration Committee’s review covers all aspects of remuneration, including salaries, al bonuses, options and benefits in kind. The Chairman of the Remuneration Committee is also the Chairman of the Audit Co The members of the Remuneration Committee are : • Frank Yung-Cheng Yung, Chairman, Independent Director • Seet Ai Mee, Independent Director • Patrick Keith Quarmby, Non-executive Director
The Remuneration Committee has met four times since the last Annual General Meeting to determine and recomme Board remuneration packages for the Board and key executives. No Director participated in decisions on his/her own remu
It is the Company’s policy that the remuneration packages of senior executives, which are linked to corporate and individual pe and risk, are appropriate to attract, retain and motivate the executives needed to run the Company successfully. The rem packages of both senior executives and non-executives are commensurate to their responsibilities and contributions. The Rem Committee has access to expert advice in the field of executive compensation outside the Company when required.
The performance-related elements of remuneration form a significant proportion of total remuneration package of executive
The remuneration of non-executive Directors is appropriate to the level of contribution, taking into account factors suc and time spent and responsibilities of the directors. The directors’ fees for the current year are consistent with prior y Board recommends the remuneration of the non-executive Directors for approval at the Annual General Meeting.
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Details of the share option scheme can be found on page 46 of the Annual Report. The Company currently does n methodology for valuing stock options in the accounts. Although the Exposure Draft/Financial Reporting Standard (“ED Share-based Payment proposes certain requirements for the accounting and reporting of share-based compensation to e it is currently an exposure draft and the recognition and measurement requirements of the potential costs of share opt not come into effect. Accordingly, no cost is carried in the books of accounts. If ED/FRS is adopted, the Company will co such requirements for the valuation of stock options and reporting of such costs.
The Board is accountable to the shareholders while Management is accountable to the Board. Management provides all of the Board with a balanced and understandable management accounts of the company’s performance, position and on a monthly basis. The Board provides the shareholders with a balanced and understandable assessment of the C performance, position and prospects on a half-yearly basis and will be implementing quarterly reporting for financial y Such responsibility is extended to interim and other price sensitive public reports and reports to regulators (if requir
REMUNERATION AND BENEFITS OF DIRECTORS AND FIVE KEY EXECUTIVES a)
The following table shows a breakdown (in percentage terms) of the average remuneration of directors an executives during the financial year, which falls within broad bands for the 12 months ended September 3 Salary %
Performance bonuses %
Directors’ fees %
Others %
100 99 93
-
-
1 7
Below $250,000 Patrick Keith Quarmby Frank Yung-Cheng Yung Seet Ai Mee Lal Chandra Singh Jeremy John Ord Robert Keith Carden Taylor
-
-
100 100 100 100 -
-
Five key executives $500,000 - $749,999 Yutaka Aoki Raymond So Lie Mo
100 88
10
-
2
89 79 83
17 11
-
11 4 6
Remuneration bands
Directors $500,000 - $749,999 William Bruce Grahame Padfield Philip Chu Yan-Jy Ronald John Cattell
$250,000 - $499,999 Vincent Lum Kan Fai Tso Chung Wing, Eddy Wong Wen Ming
com
The above does not include benefits attached to share options granted to directors and employees, which have not bee b)
Details of options granted Details of options granted to Directors are disclosed in paragraph 18 of the Report of the Directors.
38 Brought to you by Global Reports
The details of the Datacraft Asia Share Option Scheme are contained in paragraph 18 of the Report of the Directors.
AUDIT COMMITTEE The Audit Committee members are: • Frank Yung-Cheng Yung, Chairman, Independent Director • Seet Ai Mee, Independent Director • Patrick Keith Quarmby, Non-executive Director
The Audit Committee has explicit authority to investigate any matter within its terms of reference, full access to and coby management and full discretion to invite any Director or executive officer to attend its meetings, and reasonable res enable it to discharge its functions properly. The Audit Committee reviews the scope and results of the audit an effectiveness, the independence and objectivity of the external auditors annually. It has undertaken a review of all services provided by the auditors and was of the opinion that the provision of such services would not affect the indep of the auditors.
The Audit Committee met four times since the last Annual General Meeting and the members’ attendance record at Audit C meetings are set out below: Members • Frank Yung-Cheng Yung • Seet Ai Mee • Patrick Keith Quarmby
Attendance 4 4 3
During the financial year ended September 30, 2003, the Company has complied with the Best Practices Guide on Audit C issued by the Singapore Exchange Securities Trading Limited. The Audit Committee reviewed the following, where relevant, with the Executive Directors, the external auditors, Deloitte and the internal auditors, PricewaterhouseCoopers: • • • • • • •
the external audit plans and results of their examination and evaluation of the Group’s system of internal accounting the Group’s financial and operating results and accounting policies; the financial statements of the Company and the consolidated financial statements of the Group before their s to the Board and the external auditors’ report on those financial statements; the cooperation given by the management to the external and internal auditors; the scope and results of the internal audit procedures; the appointments of the external and internal auditors of the Company; and the effectiveness of the Company’s material internal controls.
The Audit Committee has full access to and cooperation by the management. The external and internal auditors have un access to the Audit Committee.
The Audit Committee is satisfied with the independence of the external auditors and has recommended to the Board, the n of Deloitte & Touche for re-appointment as external auditors of the Company at the forthcoming Annual General Meeting
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with the CFO and through him, the CEO.
The Group’s internal controls and systems are designed to provide reasonable assurance as to the integrity and reliab financial information and to safeguard and maintain accountability of its assets. There is a clearly defined delegation of from the Board to the operating companies. Procedures are in place to identify major business risks and evaluate potentia effects, as well as for the authorization of sales contracts, capital expenditure and investments. Comprehensive budgetin are in place to develop annual budgets covering key aspects of the business. Actual performance is compared to bud revised forecasts for the year are prepared on a regular basis. The Group is continually improving its internal controls and the Board is satisfied with the adequacy of the current internal controls.
INTERESTED PERSON TRANSACTIONS
The Company has established procedures to ensure that all transactions with interested persons are reported in a time to the Audit Committee and that the transactions are on an arm’s length basis. All interested person transactions are review by the Audit Committee to ensure compliance with the established procedures.
MATERIAL CONTRACTS
Except as disclosed in the Report of the Directors and Financial Statements, no material contracts (including loans) of the or its subsidiaries involving the interests of the chief executive officer or any director or controlling shareholders subsis end of the financial year or have been entered into since the end of the previous financial year.
DEALINGS IN SECURITIES
The Company has an internal compliance code to provide guidance to its Directors, officers, executives, any other p determined by Management that may possess unpublished material price-sensitive information of the Group, related p the foregoing and substantial shareholders of the Company that have representation on the Board of the Company (“A Persons”) in relation to the dealings in its securities. This code is in line with the Best Practices Guide on Dealings in S issued by the Singapore Exchange Securities Trading Limited.
Applicable Persons are prohibited from dealing in securities of the Company prior to the announcement of a matter tha material unpublished price-sensitive information in relation to the Group. They are required to report on their dealings in of the Company to the company secretary. With the introduction of quarterly reporting, Applicable Persons are prohib dealing in the Company’s securities during the periods commencing from the first day after each of the quarter end, h financial year, as the case may be, and ending on the date of the announcement of the relevant results.
COMMUNICATION WITH SHAREHOLDERS
The Company engages in regular, effective and fair communications with shareholders. The Board strives for timel transparency in its disclosures to shareholders and the public. Regular meetings are held with investors, analysts, fund and the press. The Group also has a corporate website (www.datacraft-asia.com) where shareholders and members of are able to access up-to-date corporate information and news events related to the Group.
The Annual General Meeting of the Company also represents the principal forum for dialogue and interaction with all sha At each Annual General Meeting, the Board presents the progress and performance of the Group’s businesses a shareholders to participate in the question and answer session. Directors, the Chairman of the Audit Committee and th external auditors are available to respond to shareholders’ questions during the Annual General Meeting.
40 Brought to you by Global Reports
41 FINANCIAL STATEMENTS
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1
DIRECTORS The directors holding office at the date of this report are: Patrick Keith Quarmby William Bruce Grahame Padfield Philip Chu Yan-Jy Jeremy John Ord Robert Keith Carden Taylor Ronald John Cattell Frank Yung-Cheng Yung Seet Ai Mee Lal Chandra Singh Malcolm Thomas Rutherford Stephen Michael Joubert
(Appointed on August 28, 2003) (Alternate director to Jeremy John Ord) (Alternate director to Robert Keith Carden Taylor)
In accordance with Article 104 of the Articles of Association, Ronald John Cattell and Patrick Keith Quarmby retire by r the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
Lal Chandra Singh was appointed pursuant to Article 108 of the Articles of Association. He holds office until the for Annual General Meeting and, being eligible, offers himself for re-election.
In accordance with Section 153(6) of the Companies Act, Chapter 50, Frank Yung-Cheng Yung retires at the forthcomin General Meeting and, being eligible, offers himself for re-election. Frank Yung-Cheng Yung, an independent director elected, will remain as Chairman of the Audit Committee.
2
PRINCIPAL ACTIVITIES The principal activities of the Company are those of a management and investment holding company. The principal activities of the subsidiaries are set out in Note 11 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.
3
ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES a)
Acquisition of additional interest in existing subsidiary During the financial year, the Group acquired an additional interest in the following subsidiary:
Subsidiary
iSquare Asia Limited
42 Brought to you by Global Reports
Consideration $’000
Group’s share of net tangible assets acquired $’000
6,479
1,474
Effective intere held by Group Before % 80
During the financial year, the Group disposed of the following subsidiaries:
Subsidiaries disposed
Datacraft Opsis, Inc. EMS Wiring Systems Pte Ltd
Proceeds $’000
Group’s share of net tangible assets disposed $’000
320 731
2,358
Group’s interest
Other than the above, there were no further acquisitions or disposals of subsidiaries.
4
RESULTS FOR THE FINANCIAL YEAR The Group $’000 Loss attributable to the shareholders of the Company Accumulated profits at beginning of financial year, as restated Transfer to accumulated profits from reserves Translation differences arising from INT FRS 30 convenience translation (a) Accumulated profits (losses) at end of financial year (a)
5
The
(28,248) 161,854 (9,592) (3,503) 120,511
refer to Significant Accounting Policies “Foreign Currency Transactions and Singapore Dollars Financial Statements” in the notes to the financial
MATERIAL TRANSFERS TO/FROM RESERVES AND PROVISIONS During the financial year, there were no material transfers to or from reserves and provisions other than those disclo financial statements.
6
ISSUE OF SHARES AND DEBENTURES
During the financial year, the Company and its subsidiaries did not issue any shares and debentures except as follow Name of subsidiary Datacraft Information Technology (Beijing) Ltd TP Network Consulting (Shanghai) Co Ltd
7
Registered capital US$200,000 US$200,000
Subscrib Subscrib
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES
Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement who is to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures in the or any other body corporate except for the options rights mentioned below.
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Jeremy John Ord - deemed Robert Keith Carden Taylor Robert Keith Carden Taylor - deemed Ronald John Cattell Malcolm Thomas Rutherford Malcolm Thomas Rutherford - deemed Stephen Michael Joubert
8,669,763 547,104 1,000,000 29,067 975,184 3,408,844 163,155
Options to acquire ordinary shares of US1 cent each Patrick Keith Quarmby Jeremy John Ord Robert Keith Carden Taylor Ronald John Cattell Malcolm Thomas Rutherford Stephen Michael Joubert
2,095,800 5,207,222 1,977,891 200,000 2,260,561 2,098,914
The Company - Datacraft Asia Ltd Ordinary shares of $0.10 each Ronald John Cattell Ronald John Cattell - deemed Frank Yung-Cheng Yung - deemed
404,072 1,410,157 93,204
Options to acquire ordinary shares of $0.10 each under the Datacraft Asia Share Option Scheme William Bruce Grahame Padfield Philip Chu Yan-Jy Ronald John Cattell Frank Yung-Cheng Yung Seet Ai Mee
880,000 600,000 3,000,000 290,000 200,000
There was no change in any of the abovementioned interests between the end of the financial year and October 21,
9
DIVIDENDS No dividend has been paid, declared or recommended by the Company since the end of the previous financial year. The directors of the Company do not recommend that a dividend be paid for the financial year just ended.
10
DIRECTORS’ ACTIONS RELATING TO BAD AND DOUBTFUL DEBTS
Before the profit and loss statement and the balance sheet were made out, the directors of the Company took reason to ascertain that proper action had been taken in relation to the writing off and providing for bad and doubtful de Company and have satisfied themselves that all known bad debts of the Company have been written off and that provision has been made for doubtful debts.
At the date of this report, the directors of the Company are not aware of any circumstances which would render any written off or provided for bad and doubtful debts for the group of companies in the consolidated financial statements in to any substantial extent.
44 Brought to you by Global Reports
13
a)
there does not exist any charge on the assets of the Company or any corporation in the Group which has ar the end of the financial year which secures the liability of any other person; and
b)
there does not exist any contingent liability of the Company or any corporation in the Group which has ar the end of the financial year.
ABILITY TO MEET OBLIGATIONS
No contingent or other liability of the Company or any corporation in the Group has become enforceable or is likely t enforceable within the period of twelve months after the end of the financial year which, in the opinion of the direct Company, will or may substantially affect the ability of the Company and of the Group to meet their obligations as and w fall due.
14
OTHER CIRCUMSTANCES AFFECTING FINANCIAL STATEMENTS
At the date of this report, the directors of the Company are not aware of any circumstances not otherwise dealt with in t or consolidated financial statements which would render any amount stated in the financial statements of the Compan consolidated financial statements misleading.
15
UNUSUAL ITEMS
In the opinion of the directors of the Company, the results of the operations of the Company and of the Group have substantially affected by any item, transaction or event of a material and unusual nature during the financial year, except disclosed in the notes to the financial statements.
16
UNUSUAL ITEMS AFTER YEAR END DATE
In the opinion of the directors of the Company, no item, transaction or event of a material and unusual nature has ari interval between the end of the financial year and the date of this report which would affect substantially the resu operations of the Company and of the Group for the financial year in which this report is made.
17
DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFI
Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is re be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the Company or corporation with the director or with a firm of which he is a member, or with a company in which he has a substantia interest except that certain directors have received remuneration from related corporations in their capacity as directo executives of those related corporations and as disclosed in the financial statements.
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(i)
under the Previous Scheme, the Committee administering the scheme may grant optio time except that no options shall be granted during the period commencing one mon the announcement of the Group’s interim and final results and ending on the fifth m after such results are announced. Under Scheme 2003, the Committee may grant optio time except that no options shall be granted during the period commencing one mon the announcement of the Group’s financial statements for each of the first three qua financial year, half year or financial year, as the case may be, and ending on the da announcement of the relevant results; and
(ii)
under the Previous Scheme, it is up to the discretion of the Committee to decide the entitlement for the non-executive directors. Under Scheme 2003, the total number o granted to non-executive directors and for non-executive directors who are also m the Audit Committee, shall not exceed 3% and 2% of the shares available under Sche respectively.
During the financial year: (i)
options were granted pursuant to the Previous Scheme (before February 27, 2003) in 14,224,000 unissued shares of $0.10 each in the Company, and no ordinary shares we by virtue of the exercise of options; and
(ii)
there were no options granted pursuant to Scheme 2003 in respect of unissued share each in the Company.
The subscription price for shares of the Company (“Shares”) upon the exercise of an option wa the market price of the Shares based on the average of the last dealt prices for a Share, as deter reference to the daily official list or other publication by the Singapore Exchange Securities Tradin (“SGX-ST”) for the last three consecutive market days on which there were transactions done for t on the SGX-ST immediately preceding the date of grant of that option (“Market Price”).
Based on the current Singapore Financial Reporting Standards, there is no requirement to reco measure the potential costs of share options. Furthermore, the grant of options did not impact the C profitability as no cash expenditure was incurred at the time of the grant of options. Accordingl costs were recognised in the Company’s books.
Since the implementation of the Previous Scheme in August 1996, a total of 53.17 million options ( those options that have lapsed or become otherwise unexercisable) have been granted. The believes that the terms of both schemes as adopted operate as a means to acknowledge and re valuable contributions of Directors and employees, and to motivate them to optimise their per standards, dedication and efficiency, as well as to retain them.
The details of the share options of the directors under the Previous Scheme of the Company are a
Name of directors
Options granted during the financial year
William Bruce Grahame Padfield 880,000 Philip Chu Yan-Jy 750,000 Ronald John Cattell 1,000,000 Frank Yung-Cheng Yung 200,000 Seet Ai Mee 150,000
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Aggregate options Aggregate options granted since exercised since Aggregate options Aggreg commencement to commencement to cancelled as at outsta September 30, 2003 September 30, 2003 September 30, 2003 Septemb 1,760,000 1,350,000 8,000,000 640,000 540,000
2,450,000 -
880,000 600,000 4,050,000 150,000 190,000
January 28, 1999 September 3, 1999 March 3, 2000 April 10, 2000 August 28, 2000 December 5, 2000 February 13, 2001 April 12, 2001 June 29, 2001 January 25, 2002 November 28, 2002
500,000 1,455,000 15,000 261,000 959,000 46,000 468,000 674,000 3,128,000 19,443,000 14,224,000 44,033,000
-
588,000 90,000 574,000 18,000 140,000 285,000 1,111,000 9,619,000 3,210,000 18,495,000
500,000 867,000 15,000 171,000 385,000 28,000 328,000 389,000 2,017,000 9,824,000 11,014,000 25,538,000
1.77 3.92 8.13 8.08 7.88 6.20 5.88 3.95 4.10 2.18 0.725
Janua Septem Ma Ap Augu Decem Februa Ap Jun Janua Novemb
* The option period for options granted on or after January 28, 1999 is 10 years, except for thos granted to non-executive Directors of the Company, subsidiaries and associated companies w a 5-year option period. c)
The main terms of both schemes are as follows: (i)
The aggregate number of Shares that may be issued shall not exceed 15% of the iss capital of the Company from time to time.
(ii)
The options may be exercised in respect of 1,000 shares or a multiple thereof, on the of the exercise price.
(iii)
The options (other than options granted at a discount) may be exercised in the following 1) 2) 3) 4)
(iv)
Options granted at a discount may be exercised in the following manner: 1) 2) 3)
(v)
d)
50% of the option amount at any time after the second anniversary of th the grant; a further 25% of the option amount at any time after the third annivers date of the grant; and the final 25% of the option amount at any time after the fourth annivers date of the grant.
The options, to the extent unexercised, shall lapse upon the employee ceasing to be by the Company or its subsidiaries.
The members of the Committee administering the Previous Scheme and Scheme 2003 are: (i) (ii) (iii) (iv)
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25% of the option amount at any time after the first anniversary of the date of a further 25% of the option amount at any time after the second annivers date of the grant; a further 25% of the option amount at any time after the third annivers date of the grant; and the final 25% of the option amount at any time after the fourth annivers date of the grant.
Patrick Keith Quarmby Frank Yung-Cheng Yung Seet Ai Mee Ronald John Cattell (Appointed on August 28, 2003)
shares of the subsidiaries were issued by virtue of the exercise of an option to take up unissued ordinary iii)
19
At the end of the financial year, there were no unissued ordinary shares of the subsidiaries under option.
AUDITORS The auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment.
ON BEHALF OF THE DIRECTORS
William Bruce Grahame Padfield
Philip Chu Yan-Jy
November 21, 2003
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We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes exam a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the a principles used and significant estimates made by the directors, as well as evaluating the overall financial statements presentation. W that our audit provides a reasonable basis for our opinion. In our opinion: a)
b)
the accompanying financial statements of the Company and consolidated financial statements of the Group are prope up in accordance with the provisions of the Singapore Companies Act (“Act”) and Singapore Financial Reporting Standard and so as to give a true and fair view of: i)
the state of affairs of the Company and of the Group as at September 30, 2003 and of the results and change of the Company and of the Group and cash flows of the Group for the financial year then ended; and
ii)
the other matters required by Section 201 of the Act to be dealt with in the financial statements and con financial statements;
the accounting and other records and the registers required by the Act to be kept by the Company and those su incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions o
We have considered the financial statements and auditors’ reports of all the subsidiaries of which we have not acted as auditor financial statements of subsidiaries of which an audit is not required by law in their country of incorporation, being financial s included in the consolidated financial statements. The names of these subsidiaries are indicated in Note 11 to the financial state
We are satisfied that the financial statements of the subsidiaries that are consolidated with the financial statements of the Comp form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements, and we have satisfactory information and explanations as required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and in respect of su incorporated in Singapore did not include any comment made under Section 207(3) of the Act.
DELOITTE & TOUCHE Certified Public Accountants
Prakash Ambelal Desai Partner
Singapore November 21, 2003
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ASSETS Current assets: Cash and bank balances Other investments Trade receivables Other receivables and prepayments Inventories Total current assets Non-current assets: Associates Subsidiaries Plant and equipment Deferred expenditure Goodwill Negative goodwill Deferred tax assets Total non-current assets
6 7 8 9
10 11 12 13 14 15 16
Total assets
120,386 25,337 175,061 66,768 24,259 411,811
89,768 4,735 234,513 87,808 30,318 447,142
24,403 109,270 715 134,388
13 29,903 333 30,317 (302) 7,150 67,414
7 38,699 2,430 37,326 (435) 6,725 84,752
329,511 5,711 335,222
479,225
531,894
469,610
6,338 131,749 3,749 9,491 1,673 10 153,010
18,852 137,538 10,923 12,420 2,849 35 182,617
30,326 3,749 4,229 99 38,403
40 2,851 2,891
1,616 104 2,322 4,042
2,115 2,115
2,760
4,546
-
48,375 272,189 320,564
49,658 291,031 340,689
48,375 380,717 429,092
479,225
531,894
469,610
LIABILITIES AND EQUITY Current liabilities: Bank loans Trade and other payables Deferred purchase consideration Income tax payable Provisions Current portion of finance leases Total current liabilities Non-current liabilities: Deferred purchase consideration Finance leases Deferred tax liabilities Total non-current liabilities
17 18 19 20 21
19 21 16
Minority interests Capital and reserves: Issued capital Reserves Total equity
22
Total liabilities and equity
#
Restated for 2002 (refer to Note 35 of the financial statements). See notes to financial statements set out on pages 56 to 78.
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Revenue
576,255
918,417
39,124
Cost of sales
(484,286)
(750,612)
-
Gross profit
91,969
167,805
39,124
5,143
5,927
1,192
(54,521) (36,477) (6,602)
(93,035) (44,600) (9,050)
(13,565) (21,023) -
(488)
27,047
5,728
Add: Other operating income
23
24
Less: Other expenses: Distribution and Sales Administrative Amortisation of goodwill (net) (Loss) Profit from operating activities Finance costs
25
(334)
(1,677)
-
Exceptional items
26
(20,620)
(64,668)
(53,293)
Loss before income tax
27
(21,442)
(39,298)
(47,565)
Income tax
28
(6,476)
(12,372)
(3,143)
(27,918)
(51,670)
(50,708)
(330)
(1,192)
-
(28,248)
(52,862)
(50,708)
Cents
Cents
Loss after income tax Minority interests Loss attributable to the shareholders of the Company
Loss per ordinary share of $0.10 each Basic
29
(6.08)
(11.41)
Fully diluted
29
(6.08)
(11.41)
#
Restated for 2002 (refer to Note 35 of the financial statements). See notes to financial statements set out on pages 56 to 78.
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The Group Balance at July 1, 2001: As previously reported Change in accounting standard: Adoption of INT FRS 30 (Note 35) As restated
46,084
3,134
415,783
373
1,824 (306,049)
209,858
321,789
4,246 50,330
3,134
24,751 440,534
11 384
(30,163) (15,804) (28,339) (321,853)
16,959 226,817
(4,246) 317,543
-
-
-
-
-
14,773
-
14,773
-
-
-
131
-
-
(131)
-
-
-
-
-
-
-
(62,645)
(62,645)
Adjustments to purchase consideration Transfer from accumulated profits to statutory reserve Net loss for the financial period, as previously reported Change in accounting standard: Adoption of FRS 22 (Note 35) Net loss for the period, restated Transfer to accumulated profits due to substantial winding down of a subsidiary’s business - adoption of FRS 22 Dividend paid Issue of shares
-
-
-
-
-
-
9,783
9,783
-
-
-
-
-
-
(52,862)
(52,862)
387
(3,134) -
9,476
-
-
9,783 -
(9,783) -
9,476
-
-
-
-
1,042
-
-
1,042
Translation differences arising during the financial period: As previously reported Change in accounting standard: Adoption of INT FRS 30 (Note 35)
(1,059)
-
(9,391)
(11)
7,426
5,222
(2,187)
1,059
Translation differences as restated
(1,059)
-
(9,391)
(11)
8,468
5,222
(2,187)
2,101
Balance at September 30, 2002, as restated
49,658
-
440,619
504
(19,871) (292,075)
161,854
291,031
-
-
-
-
-
11,890
-
11,890
(1,283)
-
(11,386)
(34)
4,974
7,465
(3,503)
(2,484)
-
-
-
-
-
9,592 -
(9,592) (28,248)
(28,248)
48,375
-
429,233
470
(14,897) (263,128)
120,511
272,189
Adjustments to purchase consideration Translation differences arising during the financial year Transfer to accumulated profits from goodwill on consolidation on disposal of subsidiaries Net loss for the financial year Balance at September 30, 2003
Exchange difference reserve at end of financial year includes an exchange loss of $3,276,000 (2002 : $7,577,000) for the Group arising on translation o monetary items, that, in substance, form part of the Group’s net investment in foreign entities.
See notes to financial statements set out on pages 56 to 78.
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Net loss for the financial period Issue of shares Dividend paid Translation differences arising during the financial period:
387 -
(3,134)
9,476 -
-
(29,910) -
(29,910) 9,476 -
-
-
-
(7,370)
-
(7,370)
(1,059)
-
(9,391)
10,695
(245)
1,059
Translation differences as restated
(1,059)
-
(9,391)
3,325
(245)
(6,311)
Balance at September 30, 2002, as restated
49,658
-
440,619
(7,135)
4,849
438,333
Translation differences arising during the financial year Net loss for the financial year
(1,283) -
-
(11,386) -
4,280 -
198 (50,708)
(6,908) (50,708)
Balance at September 30, 2003
48,375
-
429,233
(2,855)
(45,661)
380,717
As previously reported Change in accounting standard: Adoption of INT FRS 30 (Note 35)
Exchange difference reserve at end of financial year includes an exchange loss of $3,276,000 (2002 : $7,417,000) for the Company arising on translation o monetary items, that, in substance, form part of the Company’s net investment in foreign entities.
See notes to financial statements set out on pages 56 to 78.
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Allowance for inventory obsolescence Amortisation of deferred expenditure Amortisation of goodwill Depreciation Impairment in value of assets of subsidiaries due to substantial winding down of business Interest expense Interest income Inventories written off (Note 26) Loss (Gain) on disposal of plant and equipment Net loss on disposal of subsidiaries (Note 26) Plant and equipment written off (Note 26) Release of negative goodwill Specific allowance for doubtful trade receivables Provision for restructuring and employees’ benefits Operating profit before working capital changes
3,308 410 6,640 16,170 12,102 334 (1,528) 853 1,307 1,176 (38) 6,772 6,909 32,973
Inventories Trade and other receivables Trade and other payables Cash generated from operations
1,561 64,826 (1,790) 97,570
Interest paid Interest received Income tax paid Dividends paid Restructuring and employees’ benefits paid Net cash from operating activities
(334) 1,528 (8,343) (8,089) 82,332
Cash flows from investing activities: Purchase of other investments Acquisition of interest in an associate Acquisition of additional interest in subsidiaries Acquisition of subsidiaries net of cash acquired (Note a) Proceed from sale of subsidiaries net of cash disposed (Note b) Purchase of plant and equipment Proceeds from sale of plant and equipment Payment for deferred purchase consideration Refund of deferred purchase consideration Net cash used in investing activities
(20,602) (6) (6,479) (254) (9,525) (4,512) 6,900 (34,478)
Cash flows from financing activities: Net proceeds from issue of shares Repayment of bank loans Payment of finance leases Net cash used in financing activities
(12,514) (8) (12,522)
Net effect of exchange rate changes in consolidating subsidiaries
(4,714)
Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of financial year
30,618 89,768
Cash and cash equivalents at end of financial year
120,386
#
Restated for 2002 (refer to Note 35 of the financial statements).
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Plant and equipment Trade and other payables Bank loans Income tax Goodwill arising on consolidation Purchase consideration Purchase consideration payable Consideration paid Less: Cash acquired of subsidiary Cash flow on acquisition of subsidiary net of cash acquired
-
b) Disposal of subsidiaries The fair values of assets and liabilities disposed were as follows: 12 months ended September 30, 2003 $’000 Cash Inventories Trade and other receivables Plant and equipment Trade and other payables Deferred purchase consideration Income tax payable Deferred tax liabilities Finance lease Group share of net assets disposed Loss on disposal of subsidiaries Proceeds from disposal of subsidiaries
1,305 1,260 5,103 343 (3,995) (1,406) (122) (49) (81) 2,358 (1,307) 1,051
Consideration net of cash disposed: Proceeds from disposal of subsidiaries Cash outflow on disposal of subsidiaries Net cash disposed
#
Restated for 2002 (refer to Note 35 of the financial statements). See notes to financial statements set out on pages 56 to 78.
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1,051 (1,305) (254)
15 mon Septembe
The measurement currency of the Company is United States dollars as it reflects the economic substance of the underlyi and circumstances relevant to the Company.
The financial statements of the Group have been presented in Singapore dollars to comply with the requirements of the S Companies Act.
The principal activities of the Company are those of a management and investment holding company. The principal ac the subsidiaries are set out in Note 11 to the financial statements.
The financial statements of the Company and of the Group for the year ended September 30, 2003 were authorised fo the Board of Directors on November 21, 2003.
2
SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION
The financial statements are prepared in accordance with the historical cost convention and are drawn up in accordanc provisions of the Singapore Companies Act.
The financial statements were previously prepared in accordance with the Singapore Statements of Accounting Standard
The Company and Group have early adopted all the applicable new/revised Singapore Financial Reporting Standar and Interpretations of Financial Reporting Standards (“INT FRS”) for the financial year beginning October 1, 2002 and INT FRS are effective for companies with financial year beginning January 1, 2003.
The early adoption of the new or revised FRS and INT FRS does not materially affect the results of the current or prio except as disclosed in Note 35 to the financial statements. BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and enterprises controll Company (its subsidiaries) made up to September 30 each year. The accounting year ends of the subsidiaries are co-t with that of the Company. Control is achieved when the Company has the power to govern the financial and operatin of an investee enterprise so as to obtain benefits from its activities. On acquisition, the assets and liabilities of the subsidiaries are measured at their fair values at the date of acquisition. The interest of minority shareholders is sta minority’s proportion of the fair values of the assets and liabilities recognised. The results of subsidiaries acquired or of during the financial year are included in the consolidated profit and loss statement from the effective date of acq up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial state subsidiaries to bring the accounting policies used in line with those used by other members of the Group. All s intercompany transactions and balances between Group enterprises are eliminated on consolidation.
In the Company’s financial statements, investments in unquoted equity shares of subsidiaries are carried at cost less any im in net recoverable value that has been recognised in the profit and loss statement. FINANCIAL ASSETS
Financial assets include cash and bank balances, trade receivables, other receivables and other investments. Trade receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amo accounting policy for other investments is outlined below.
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Investments held for short-term are stated at the lower of cost or market value determined on a portfolio basis. INVENTORIES
Inventories, comprising data communication equipment and spare parts, are stated at the lower of cost and net realisa In general, cost is determined on the first-in, first-out basis and includes all costs incurred in bringing the inventorie present location and condition. Net realisable value is the price at which the inventories can be realised in the normal business after allowing for the costs of realisation. Allowance is made where necessary for obsolete, slow-moving and inventories. ASSOCIATES
An associate is an enterprise over which the Group exercises significant influence, through participation in the financial and policy decisions of the investee. The equity method of accounting is used. The carrying amount of such investments is r recognise any decline in the net recoverable value of individual investments. Where a Group enterprise transacts with an as the Group, unrealised profits and losses are eliminated to the extent of the Group’s interest in the relevant associate. PLANT AND EQUIPMENT
Plant and equipment are carried at cost, less accumulated depreciation and any impairment loss where the recoverabl of the asset is estimated to be lower than its carrying amount. Depreciation is charged so as to write off the cost of assets on a straight-line basis over the estimated useful lives of concerned. The annual rates used for this purpose are: Motor vehicles Maintenance, workshop and demonstration equipment Furniture, fittings and equipment
16.67% to 25% 10% to 40% 15% to 30%
Fully depreciated assets are retained in the financial statements until they are no longer in use. DEFERRED EXPENDITURE
Deferred expenditure is amortised using the straight-line method over a period for which the benefits are expected over 5 to 10 years. Deferred expenditure is stated at cost, less amortisation and any impairment loss where the re amount of the deferred expenditure is estimated to be lower than its carrying amount. GOODWILL
Goodwill represents the excess of the cost of an acquisition over the Group’s interest in the fair value of the identifiab and liabilities of a subsidiary at the date of acquisition. Prior to July 1, 2001, goodwill arising from acquisition of subsid directly adjusted against shareholders’ equity. With effect from July 1, 2001, the Group adopted SAS 22 - Business Com and now amortises goodwill over a period of 7 years.
Goodwill on acquisition arising prior to July 1, 2001 has been fully charged to shareholders’ equity; such goodwill has retrospectively capitalised and amortised, as allowed under SAS 22 - Business Combinations. In prior years, goodwill a acquisition of subsidiaries, which was charged to shareholders’ equity, was taken into account in determining the profi on disposal or discontinuance of business of the relevant subsidiaries. With early adoption of FRS 22 - Business Comb goodwill on acquisition of subsidiaries charged to shareholders’ equity is not taken into account in determining the pro on disposal or discontinuance of business of the relevant subsidiaries. The effects of early adoption of FRS 22 has been disclosed in Note 35 to the financial statements.
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determine whether there is any indication that those assets have suffered an impairment loss. If any such indication recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Whe possible to estimate the recoverable amount of an individual asset, the Company and the Group estimate the recoverab of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset is estimated to be les carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recogn expense immediately.
When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estim recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount th have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairm recognised as income immediately. PROVISIONS
Provisions are recognised when the Company and the Group have a present obligation as a result of a past event w probable that it will result in an outflow of economic benefits that can be reasonably estimated.
Provisions for restructuring costs are recognised when the Company and the Group have a detailed formal plan for the rest
Provisions for expected cost of short term employee benefits relating to accumulating compensated absences are reco the Company and the Group when the employees render service that increases their entitlement to future compensated LEASES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of o to the lessee. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their fair value at the date of acquisition. The corre liability to the lessor is included in the balance sheet as a finance lease obligation. Finance costs, which represent the between the total leasing commitments and the fair value of the assets acquired, are charged to the income statemen term of the relevant lease using the effective interest rate method.
Rental payable under operating leases are charged to income on a straight-line basis over the term of the relevant le REVENUE RECOGNITION i)
Revenue from sale of products is recognised upon acceptance of delivery by the customer when revenue of transaction (including future costs) can be measured reliably.
ii)
Income from maintenance contracts is apportioned over the period covered by the maintenance contract
iii)
Service income is recognised by reference to the stage of completion of the transaction at the balance s determined by services performed to date as a percentage of total services.
iv)
Revenue from training is deferred and recognised in the period in which training is provided.
v)
Management and technical fee income is recognised when services are rendered.
vi)
Dividend income is recognised gross when the right to receive payment has been established.
RETIREMENT BENEFIT COSTS
Payments to defined contribution retirement benefit plans (including state-managed retirement benefit schemes, su Singapore Central Provident Fund) are charged as an expense when incurred.
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The accounting records of the Company are maintained in United States dollars. Transactions arising in currencies o United States dollars are converted into the United States dollars at rate of exchange approximating those ruling at tr dates. Recorded monetary items in currencies other than United States dollars at the balance sheet date are conve United States dollars at rates of exchange approximating to those ruling at the balance sheet date. Foreign exchange a differences are taken up in the profit and loss statement except that foreign exchange adjustment differences arising on items that, in substance, form part of the Group’s net investment in foreign entities are adjusted against shareholder
The consolidated financial statements have been prepared using United States dollars as its ultimate holding company its financial statements in United States dollars. For the purpose of consolidation in United States dollars: i)
the assets and liabilities, monetary and non-monetary, of the foreign subsidiaries are translated into Uni dollars at the exchange rate prevailing at the balance sheet date;
ii)
the results of foreign subsidiaries are translated into United States dollars using average rate for the year;
iii)
all foreign exchange adjustments arising on the above translation into United States dollars are taken d shareholders’ equity.
With effect from the financial year beginning October 1, 2002, the convenience translation approach under INT FRS 30 Tr from Measurement Currency to Presentation Currency has been used for the purpose of presenting the financial st in Singapore dollars. In the prior period, a consolidation was performed in Singapore dollars in accordance with FRS 21 Th of Changes in Foreign Exchange Rates for purpose of presentation of the financial statements in Singapore dollar
The accounting records of the Company maintained in United States dollars and the consolidated financial stateme Group prepared in United States dollars have been translated into Singapore dollars, using the following rates: a)
assets and liabilities for all balance sheets presented are translated at the rate of one United States dollar to S dollar 1.734 (2002 : 1.78), the rate prevailing at the balance sheet date;
b)
income and expense items are translated at the average rate for the year;
c)
equity items other than the net profit or loss for the year that is included in the balance of accumulated pro are translated at the rate of one United States dollar to Singapore dollar 1.734 (2002 : 1.78), the rate prevail balance sheet date; and
d)
all foreign exchange adjustments arising on the above translation of United States dollars into Singapore d taken to equity.
Comparative figures have been restated and the effects of the early adoption of INT FRS 30 are disclosed in Note 35 to the statements.
The translation should not be construed as representations that the United States dollars have been or could have been c to Singapore dollars and vice versa.
CASH Cash for the cash flow statement includes cash and cash equivalents, less bank overdrafts.
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ii)
Interest rate risk The Group’s exposure to interest rate risk is minimal. The Group’s interest-bearing financial assets and liabilit short-term in nature.
iii)
Credit risk In its management of credit risk, the Group sets policies to ensure that sales transactions are made to custo an appropriate credit history or assessment. The Group has no significant concentration of credit risk with a or group of customers although its trade receivables in Greater China, ASEAN and East Asia represented 38% 27% of the total trade receivables respectively as at September 30, 2003. Cash is held with creditworthy financial institutions.
4
iv)
Liquidity risk The Group’s ability to fund its existing and prospective obligations is managed by maintaining sufficient adequate committed funding lines with banks.
v)
Fair values The carrying values of financial assets and financial liabilities reported in the balance sheet approximate the of those assets and liabilities. The aggregate value of forward foreign exchange contracts outstanding at t the financial year is disclosed in Note 33 and the contracts generally expire within a year.
HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS
The Company is a subsidiary of Dimension Data International Limited, incorporated in Malta, which is a subsidiary of D Data Holdings plc (“DDH”), a company incorporated in the United Kingdom. Related companies in these financial statem to members of DDH, the ultimate holding company’s group of companies.
Many of the Company’s transactions and arrangements are between members of the Group and the effect of these on determined between the parties are reflected in these financial statements. The intercompany balances are unsecured fixed repayment terms and interest unless stated otherwise. Significant intercompany transactions: The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Management and technical assistance fee income from subsidiaries Dividend income from subsidiaries Interest income from subsidiaries
60 Brought to you by Global Reports
-
-
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 36,689 2,435 1,007
Significant related party transactions: The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Sales of goods to related parties Sales of services to related parties Rental expense to a related party Loan from director Service expense to related parties
6
(9,719) (3,035) 58 4,500
(23,182) (5,424) 282 302 -
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 4,500
OTHER INVESTMENTS The Group At cost: Unquoted mutual funds Quoted mutual funds Unquoted equity Quoted equity Total investments At market value: Quoted mutual funds Quoted equity
7
The Comp
2003 $’000
2002 $’000
2003 $’000
19,914 5,000 260 163 25,337
3,576 1,159 4,735
-
5,002 163
-
-
2003 $’000
2002 $’000
2003 $’000
237,575 1,961 239,536
286,571 762 18 3,637 290,988
112,408 112,408
(64,475) 175,061
(56,475) 234,513
(3,138) 109,270
TRADE RECEIVABLES The Group
Outside parties Ultimate holding company Subsidiaries Associates Related parties Less: Allowance for doubtful trade receivables - Outside parties - Subsidiaries Net
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The Comp
- Note 26 and 27 Write off against allowance Balance at end of financial year
11,084 (1,874) 64,475
5,840 56,475
-
The charge to profit and loss statement includes an amount of $4,312,000 which is included in Note 26 under “impairmen of assets of subsidiaries due to substantial winding down of business”. The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000
Subsidiaries Balance at beginning of financial year Exchange rate adjustment Charge to profit and loss statement Write off against allowance Balance at end of financial year
8
-
-
2,426 (71) 1,460 (677) 3,138
2003 $’000
2002 $’000
2003 $’000
20,489 12,442 3,638 10,585 19,614 66,768
32,869 9,467 5,200 13 20,191 20,068 87,808
169 283 263 715
2003 $’000
2002 $’000
2003 $’000
17,189
23,188
-
7,070 24,259
7,130 30,318
-
12,122 (170) 3,308 (712) 14,548
8,282 (21) 3,861 12,122
-
OTHER RECEIVABLES AND PREPAYMENTS The Group
Prepaid maintenance costs Deposits Tax recoverables Related company Related party Other prepayments Other receivables
9
The Comp
INVENTORIES The Group
Inventories carried at cost Inventories carried at net realisable value after the following allowance Total
The Comp
Movements in allowance: Balance at beginning of financial year Exchange rate adjustment Charge to profit and loss statement Write off against allowance Balance at end of financial year
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Transys (M) Sdn Bhd(1) Network Solution Services (1995) Limited(1) Network Solution Services Limited(1) Education Resource Centre Ltd(1) (1)
Network system installation
Malaysia
49
Investment holding
New Zealand
50
Provision of consultancy services
New Zealand
50
Provision of training
New Zealand
50
Audited by overseas practices of Deloitte Touche Tohmatsu.
The shares in Aliran Info Sdn Bhd and Transys (M) Sdn Bhd are held by Datacraft (Malaysia) Sdn Bhd. The shares in Solution Services (1995) Limited and Education Resource Centre Ltd are held by Datacraft (NZ) Limited. The shares o Solution Services Limited are held by Network Solution Services (1995) Limited. The results of the associates are n accounted for by the Group because the effect on the consolidated financial statements is immaterial.
11
SUBSIDIARIES
The Comp 2003 $’000 Unquoted equity shares, at cost Pre-acquisition dividend from unquoted equity investment in a subsidiary Exchange rate adjustment Amount due from subsidiaries - non-trade Impairment loss Net
248,735 (134) (2,605) 171,491 417,487 (87,976) 329,511
Movement in impairment loss:
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 Balance at beginning of financial year Exchange rate adjustment Charge to profit and loss statement Balance at end of financial year
47,291 (1,682) 42,367 87,976
The amounts due by subsidiaries are unsecured and are not expected to be repaid within the next 12 months and bea at rates ranging from 1.5% to 7.25% (2002 : 1.5% to 12%) per annum.
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Datacraft Advanced Network Services Sdn Bhd (2) [Formerly known as DFI Consulting Sdn Bhd]
Provision of software consultancy services
Malaysia
Ordinary RM1,750,000
14,313
14,607
1
Investment holding
Netherlands
Ordinary Euro20,000
14,669
14,669
1
Trustees to employees of the Group in their acquisition or proposed acquisition of fully-paid shares of Datacraft Asia Ltd pursuant to the Datacraft Asia Share Option Scheme
Singapore
Ordinary $2
5
5
1
Datacraft (China) Limited (2)
Designing, development, marketing and servicing of data communication systems
Hong Kong (5)
Ordinary HK$10,000
119
119
1
Datacraft Communications Systems Inc. (2)
Designing, development, marketing and servicing of data communication systems
Philippines
Ordinary Peso5.2 million
285
285
1
Datacraft Company Ltd (4)
Sale and servicing of data communication systems
Malaysia
Ordinary US$10,000
18
18
1
Datacraft Holdings (NZ) Limited (2)
Investment holding
New Zealand
Ordinary NZ$1.6 million
1,891
1,891
1
Datacraft Holdings (Thailand) Ltd (2)
Investment holding
Thailand
Ordinary Baht111,750 Preference Baht38,250
13
13
49
Datacraft (Hong Kong) Limited (2)
Designing, development, marketing and servicing of data communication systems
Hong Kong
Ordinary HK$3.6 million
16,838
16,838
1
Datacraft India Limited (2)
Designing, development marketing and servicing of data communication systems
India
Ordinary Indian Rupee 86 million
58,035
58,035
1
Sale of networking equipment, software services and system integration
The People’s Republic of China
Ordinary US$200,000
353
-
1
Datacraft Japan Inc. (2) (4) [Shares held by Datacraft Asia Investments B.V.]
Designing, development, marketing and servicing of data communication systems
Japan
Ordinary Yen320 million
-
-
8
Datacraft Korea Inc. (2)
Sale and servicing of data communication systems
Korea
Ordinary Won10.68 billion
77,772 78,180 (7)
1
Datacraft (Malaysia) Sdn Bhd (2)
Designing, development, marketing and servicing of data communication systems
Malaysia
Ordinary RM2 million
Datacraft Asia Investments B.V.(4) Datacraft Asia Trust Pte Ltd (1)
Datacraft Information Technology (Beijing) Ltd (2)
64 Brought to you by Global Reports
1,244
1,244
1
[Shares held by Datacraft Communications Systems Inc.]
of cabling related products
Peso9.9 million
Datacraft (Singapore) Pte Ltd (1)
Designing, development, marketing and servicing of data communication systems
Singapore
Ordinary $300,000
1,045
1,045
1
Datacraft Taiwan Limited (2)
Designing, development, marketing and servicing of data communication systems
Taiwan
Ordinary NT$50 million
583
583
1
Datacraft (Thailand) Limited (2) [Preference shares held by Datacraft Holdings (Thailand) Ltd]
Designing, development, marketing and servicing of data communication systems
Thailand
Ordinary Baht4.41 million Preference Baht4.59 million
1,016
1,016
1
Datacraft Vietnam Ltd (2) Provision of information technology [Shares held by services, computer system Communication Power and Design Pte Ltd] and software design consultancy services
The Socialist Republic of Vietnam
Ordinary US$300,000
-
-
1
1
DFI Consulting Philippines Inc (2) [Shares held by DFI Consulting Sdn Bhd]
Provision of software consultancy services
Philippines
Ordinary Peso8 million
-
-
DFI Consulting (Thailand) Co., Ltd (3) [Ordinary shares held by DFI Consulting Sdn Bhd Preference shares held by Datacraft Holdings (Thailand) Ltd]
Provision of software consultancy services
Thailand
Ordinary Baht12,250 Preference Baht12,750
-
-
Sale and installation of cabling related products
Singapore
Ordinary $235,002
-
-
Provision of internet and intranet consultancy services
Hong Kong
Ordinary HK$9,000
30,574
24,095
1
Sale of data communication systems
Singapore
Ordinary $2
- (8)
- (8)
1
Sale of computer hardware, software and licences and the provision of ancillary services
Singapore
Ordinary $300,000
-
-
1
Sale of data communication systems
Singapore
Ordinary $200,000
3,802
3,802
1
PlaNET Solutions (International) Ltd (4)
Computer systems consultants
Malaysia
Ordinary US$10,000
11
11
PlaNET Solutions (M) Sdn Bhd (2) [Shares held by PlaNET Technology Solutions Pte Ltd]
Computer systems consultants
Malaysia
Ordinary RM2
-
-
PlaNET Technology Solutions Pte Ltd (1)
Computer systems consultants
Singapore
Ordinary $800,000
12,897
22,101
EMS Wiring Systems Pte Ltd (7) [Shares held by Datacraft (Singapore) Pte Ltd] iSquare Asia Limited (2) JQ Network Pte Ltd (1) Multisoft IT Solutions Pte Ltd (1) [Shares held by Datacraft (Singapore) Pte Ltd] Netcorp Systems (S) Pte Ltd (1)
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Training Partners Co., Ltd (2) [Shares jointly held by Datacraft Asia Ltd and Datacraft Holdings (Thailand) Ltd]
Provision of training, consultancy, system development and project management in computers, computer software and communications
Thailand
Ordinary Baht300,000
-
-
1
Provision of training
Singapore
Ordinary $50,000
56
50
1
Inactive
Hong Kong (5)
Ordinary HK$10,000
-
-
1
Training Partners Pte Ltd (1) UCS Communications Limited (2) [Shares held by Datacraft (China) Limited]
248,735 268,889
12
(1)
Audited by Deloitte & Touche, Singapore
(2)
Audited by overseas practices of Deloitte Touche Tohmatsu.
(3)
Audited by Audit Point Co., Ltd in Thailand in 2003 and 2002.
(4)
Not required to be audited in the country of incorporation.
(5)
These subsidiaries carry on business in the People’s Republic of China.
(6)
Datacraft Holdings (Thailand) Ltd is treated as a subsidiary as the Company controls the composition of the board of directors and its financing and operati
(7)
These subsidiaries were disposed during the current financial year.
(8)
This subsidiary has an issued and paid-up capital of $2.
(9)
The company transferred 25% of its interest in P.T. Datacraft Indonesia for a consideration of $17,439,000 (US$10,062,500) to Communication Pow Pte Ltd, its wholly-owned subsidiary, effective from October 1, 2002.
PLANT AND EQUIPMENT Motor vehicles $’000
Maintenance, workshop and demonstration equipment $’000
Furniture, fittings and equipment $’000
The Group Cost: At beginning of financial year Exchange rate adjustment Additions Disposals Adjustment on disposal of subsidiaries Reclassifications At end of financial year
1,867 (17) 90 (672) (246) 1,022
86,222 (32) 7,584 (6,414) (448) 3,430 90,342
27,005 346 1,851 (2,982) (68) (3,430) 22,722
Accumulated depreciation: At beginning of financial year Exchange rate adjustment Charge for the financial year Disposals Adjustment on disposal of subsidiaries Reclassifications At end of financial year
1,268 (15) 103 (558) (60) 738
58,749 (406) 12,395 (5,104) (322) 2,155 67,467
16,378 113 3,672 (1,993) (37) (2,155) 15,978
66 Brought to you by Global Reports
The Company Cost: At beginning of financial year Exchange rate adjustment Additions At end of financial year
230 (6) 224
473 (12) 461
19,598 (506) 1,568 20,660
Accumulated depreciation: At beginning of financial year Exchange rate adjustment Charge for the financial year At end of financial year
16 (1) 24 39
259 (6) 72 325
12,481 (323) 3,112 15,270
Depreciation for last financial year
16
100
4,371
Net book value at beginning of financial year
214
214
7,117
Net book value at end of financial year
185
136
5,390
Certain items of the Group with a total net book value of $51,400 (2002 : $208,000) are under hire purchase and finance lease agreements.
13
DEFERRED EXPENDITURE
The Group 2003 $’000 Deferred expenditure on the use of office infrastructure, customer database and support network [see Note 13(a) below] Balance at beginning of financial year Exchange rate adjustment Less: Amortisation Balance at end of financial year Deferred expenditure on acquisition of an internet business to business platform [see Note 13(b) below] Balance at beginning of financial year Exchange rate adjustment Less: Amortisation Written off during the financial year Balance at end of financial year Deferred expenditure on organisation expenses arising from acquisition of subsidiaries Balance at beginning of financial year Less: Amortisation Balance at end of financial year Total
428 52 (147) 333
2,002 (30) (263) (1,709) -
333
a)
This represents payment made to a former minority shareholder for the use of their office infrastructure, database and support network to be amortised over the period of the agreement of 10 years.
b)
This represents payment made to a third party for the acquisition of an internet business to business Amortisation commenced from July 1, 2001 over a period of 5 years. During the current financial year, the r balance was written off due to substantial winding down of the business of the subsidiary.
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Net book value: At end of financial year At beginning of financial year
15
NEGATIVE GOODWILL Gross amount: At beginning of financial year Adjustment during the financial year At end of financial year Transferred to profit and loss: At beginning of financial year Transferred to profit and loss (Note 27) At end of financial year Negative goodwill released to profit and loss during the last financial year Net book value: At end of financial year At beginning of financial year
The negative goodwill arose on the Group’s acquisition of an additional 13.2% interest in Datacraft Japan Inc. in the financial year.
16
DEFERRED INCOME TAX The Group
The Comp
2003 $’000
2002 $’000
2003 $’000
Deferred tax assets
7,150
6,725
-
Deferred tax liabilities
2,851
2,322
2,115
The movement for the financial year in deferred tax assets is as follows: The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 At beginning of financial year (Charge) Transfer from profit and loss statement Exchange rate adjustment At end of financial year
68 Brought to you by Global Reports
6,725 (352) 777 7,150
6,801 (76) 6,725
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 -
movements thereon during the financial year: Deferred tax assets Tax Accelerated losses tax depreciation $’000 $’000 The Group At beginning of financial year (Charge) Credit to profit and loss statement Exchange rate adjustment At end of financial year
5,942 (2,216) 667 4,393
69 147 9 225
Provisions $’000
Unrealised foreign exchange differences $’000
Other temporary differences $’000
424 851 69 1,344
166 417 (28) 555
124 449 60 633
Deferred tax liabilities Accelerated tax depreciation $’000
Other temporary differences $’000
The Group At beginning of financial year (Credit) Charge to profit and loss statement Exchange rate adjustment Effect of change in tax rate At end of financial year
1,916 (716) (47) 614 1,767
406 750 (12) (60) 1,084
The Company At beginning of financial year (Credit) Charge to profit and loss statement Exchange rate adjustment Effect of change in tax rate At end of financial year
880 (304) (26) 614 1,164
512 518 (19) (60) 951
No deferred tax asset has been recognised in respect of tax losses totalling to $109,812,000 (2002 : $85,686,000) for su in China, Malaysia and Singapore due to the unpredictability of future profit streams. The Group and Company ha carryforwards available for offsetting against future taxable income as follows: The Group
Amount at beginning of year Amount in current year Amount utilised in current year Exchange rate adjustment Amount at end of year Deferred tax benefit on above unrecorded
17
The Comp
2003 $’000
2002 $’000
2003 $’000
85,686 27,029 (400) (2,503) 109,812
85,686 85,686
2,000 2,000
24,159
18,851
440
BANK LOANS The loans are unsecured and bear interests of 3.125% (2002 : 1.38% to 2.00%) per annum.
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19
DEFERRED PURCHASE CONSIDERATION The Group
Deferred purchase consideration in respect of the acquisition of equity interests in subsidiaries [see Note 19(a) below] Deferred purchase consideration in respect of the acquisition of businesses [see Note 19(b) below] Less: Payments due within 12 months -
20
The Comp
2003 $’000
2002 $’000
2003 $’000
3,749
11,041
3,749
3,749 (3,749) -
1,498 12,539 (10,923) 1,616
3,749 (3,749) -
a)
These represent the balances owing to the vendors of the respective subsidiaries under sale and purchase ag for their acquisitions. The deferred payments are to be paid over a period ranging from 1 to 3 years and a to variations based on the future performance of the respective subsidiaries.
b)
These represent the balances owing to the vendors under the respective purchases of business agreemen acquisitions of businesses. The deferred payments are to be paid over a period of up to 3 years and are variations based on the future performance of the respective businesses. The subsidiary has been disposed d financial year.
PROVISIONS The Group
Restructuring (a) Employees’ benefits (b)
a)
The Comp
2003 $’000
2002 $’000
2003 $’000
158 1,515 1,673
2,208 641 2,849
33 66 99
Movements in restructuring provision: The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000
Balance at beginning of financial year Exchange rate realignment Charge to profit and loss statement Utilised Balance at end of financial year
2,208 (5) 6,035 (8,080) 158
7,917 (5,709) 2,208
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 304 (4) 934 (1,201) 33
The above restructuring provision of the Group and the Company is expected to be utilised within the next financial
70 Brought to you by Global Reports
21
FINANCE LEASES The Group Minimum lease payment 2003 2002 $’000 $’000
Present val minimum lease p 2003 $’000
Amounts payable under finance leases: Within one year In the second to fifth year inclusive After five years Less: Future finance charges Present value of lease obligations
17 47 64
42 117 10 169
10 40 50
(14) 50
(30) 139
N/A 50
Less: Amount due for settlement within twelve months Amount due for settlement after twelve months
(10) 40
The rate of interest for finance leases is about 14% (2002 : 6.2%) per annum.
22
ISSUED CAPITAL OF DATACRAFT ASIA LTD
The Group and C 2003 $’000 Authorised: 600,000,000 ordinary shares of $0.10 each
60,000
Issued and fully paid: 464,706,683 ordinary shares of $0.10 each
48,375
Movements in issued and fully paid capital: As at beginning of the financial year, as restated (Note 35) Issue of shares Translation differences arising during the year Balance at end of financial year
23
49,658 (1,283) 48,375
REVENUE The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Hardware product sales Software product sales and services Management and technical fee income Dividend income (gross)
354,558 221,697 576,255
571,031 347,386 918,417
#
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 36,689 2,435 39,124
Revenue of the Group which excludes sales between group companies, represents sales of data communication systems a value, pro-rated maintenance income, training and installation fees received, net of goods and services tax. #
Restated for 2002 (refer to Note 35 of the financial statements).
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25
FINANCE COST The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Interest expense paid on: Bank loans Overdrafts Others
26
334 334
928 135 614 1,677
-
EXCEPTIONAL ITEMS The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Net loss on disposal of subsidiaries Restructuring costs (Note 20) Write off of plant and equipment Write off of inventories Impairment in value of assets of subsidiaries due to substantial winding down of business Specific allowance for doubtful trade receivables Impairment in value of subsidiaries
27
#
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000
#
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000
1,307 6,035 1,176 -
7,917 1,586 4,390
934 -
12,102 20,620
4,155 46,620 64,668
9,992 42,367 53,293
LOSS BEFORE INCOME TAX In addition to the charges and credits disclosed elsewhere, this item includes the following charges (credits): The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Allowance for doubtful trade receivables: Outside parties Subsidiaries Allowance for inventories Amortisation of deferred expenditure Amortisation of goodwill (Note 14) Audit fees for auditors of the Company: Current financial year Underprovision in prior financial year Audit fees for other auditors: Current financial year Underprovision in prior financial year Bad trade receivables written off Depreciation
#
Restated for 2002 (refer to Note 35 of the financial statements).
72 Brought to you by Global Reports
#
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000
11,084 3,308 410 6,640
5,840 3,861 875 9,072
1,460 -
461 88
450 144
330 64
556 79 16,170
590 981 24,490
3,208
Write back of allowance for doubtful non-trade receivables
28
-
(19)
-
INCOME TAX The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Current - Singapore - Foreign Deferred Underprovision in prior financial years
2,584 2,264 940 688 6,476
#
5,813 12,563 (6,339) 335 12,372
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 1,581 768 794 3,143
The income tax expense varied from the amount of income tax expense determined by applying the Singapore incom of 22% to loss before income tax as a result of the following differences: The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Income tax benefit at statutory rate (4,717) Non-allowable items 2,640 Underprovision in prior financial years 688 Tax exempt income (567) Tax on foreign sourced dividend income 682 Income subject to concessionary tax rate Tax benefits not recognised 5,858 Tax rate differentials between Singapore and foreign countries 2,055 Other items (163) 6,476
(8,645) 2,710 335 (1,723) 18,851 844 12,372
#
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 (10,464) 12,193 794 (536) 682 440 34 3,143
The Company was granted the Operational Headquarters (“OHQ”) status on July 1, 1994 for a period of 6 years. The C OHQ status expired on June 30, 2000. The Company had agreed the terms and conditions of renewal of OHQ status in with EDB. The application has been submitted to the Ministry of Trade and Industry pending approval.
Subject to the satisfaction of the conditions for group relief, $1,972,000 (2002: $1,055,840) of tax losses arising in the curren transferred to some subsidiaries under the group relief system. The benefit from group relief amounted to $433,840 (2002:
29
LOSS PER ORDINARY SHARE
Basic loss per ordinary share of 6.08 cents (2002 : restated basic loss per ordinary share of 11.41 cents) each is calculated on th loss after income tax and minority interests of $28,248,000 (2002 : restated loss after income tax and minority interests of $5 divided by the weighted average of 464,706,683 (2002 : 463,142,512) ordinary shares in issue during the financial year.
The options are anti-dilutive as they have the effects of decreasing the loss per share. Therefore, basic and diluted loss are the same.
#
Restated for 2002 (refer to Note 35 of the financial statements).
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The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000 Staff costs Costs of defined contribution plans included in staff costs
32
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000
100,226
136,260
12,299
3,538
5,948
793
REMUNERATION OF THE DIRECTORS a)
Directors’ remuneration by category:
The Group 12 months ended 15 mon September 30, 2003 Septemb $’000 Executive directors Non-executive directors
b)
1,863 189 2,052
Number of directors in remuneration bands:
The Group 12 months ended 15 mon September 30, 2003 Septemb $500,000 and above $250,000 to $499,999 Below $250,000
33
3 6 9
COMMITMENTS a)
Capital expenditure commitments: The Group
Estimated amounts committed for future capital expenditure but not provided for in the financial statements
b)
The Comp
2003 $’000
2002 $’000
2003 $’000
348
120
-
Operating lease commitments: The Group 12 months ended 15 months ended September 30, 2003 September 30, 2002 $’000 $’000
Minimum lease payments paid under operating lease
74 Brought to you by Global Reports
10,339
17,164
The Company 12 months ended 15 mon September 30, 2003 Septemb $’000 827
The Group 2002 $’000
2003 $’000
3,265
2,177
142
45
5
7
2003 $’000
2002 $’000
2003 $’000
Guarantees given by the Company to banks in connection with bank facilities provided to subsidiaries
-
-
63,793
Guarantee given by the Company to a leasing company in connection with leasing facilities provided to a subsidiary
-
-
5,133
Performance bond given by the Company on behalf of a subsidiary
-
100
1,402
12,646
598
-
-
-
3,295
2,025
-
-
Equivalent in Singapore Dollar Fair value
34
The Comp
2003 $’000
CONTINGENT ITEMS (UNSECURED) The Group
Performance guarantees Letters of credit obtained on behalf of subsidiaries Discounting with recourse
The Comp
As at September 30, 2003, one of the subsidiaries has been named as a defendant in a High Court action in respect of a breach of contractual undertakings for an amount of $715,480 (US$412,618).The subsidiary has filed a counterclaim for a of $2,737,970 (US$1,578,991). As the outcome of the case is not certain at the balance sheet date, no provision has been re in the financial statements. The maximum estimated amount the Company and Group could become liable is as shown above.
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year’s presentation. The goodwill of $9,783,000 previously included in determining the impairment lo substantial winding down of business of Datacraft Advanced Network Services Sdn Bhd (formerly know Consulting Sdn Bhd) has been excluded from determination of the loss on discontinuance of business of the s The respective goodwill referred to above have been included in accumulated profits in shareholders’ fun (ii)
the accompanying Singapore dollar financial statements have been translated for convenience in accordanc FRS 30 as outlined in Note 2.
As a result of the changes in accounting policies above, the financial statements have been presented as if the new accountin have always been in use by restating comparative information for adjustments relating to periods prior to the current financ required by FRS 8 on Net Profit or Loss for the Period, Fundamental Errors and Changes in Accounting Policies. The financial effects of the changes in accounting policies referred to above are described below: As previously reported $’000
The Group Prior year adjustments $’000
Loss before income tax Income tax Loss after income tax Minority interests
(49,081) (12,372) (61,453) (1,192)
9,783 9,783 -
Loss attributable to the shareholders of the Company
(62,645)
9,783
A
Profit and loss statement
Issued capital $’000
Share premium $’000
Statutory reserve $’000
Exchange difference reserve $’000
Goodwill on consolidation $’000
46,084
415,783
373
1,824
(306,049)
4,246
24,751
11
(30,163)
(15,804)
Balance Sheet The Group Balance at July 1, 2001, as previously reported Prior year adjustments: Effects of INT FRS 30 Balance at July 1, 2001, as restated Movements during the financial period (1) Prior year adjustments: Effects of FRS 22 Effects of INT FRS 30
50,330 387
440,534 9,476
384 131
(28,339) 1,042
(321,853) 24,556
(1,059)
(9,391)
(11)
7,426
5,222
Balance at September 30, 2002, as restated
49,658
440,619
504
(19,871)
(292,075)
The Company Balance at July 1, 2001, as previously reported Prior year adjustments: Effects of INT FRS 30
46,084
415,783
-
21,875
-
4,246
24,751
-
(32,335)
-
Balance at July 1, 2001, as restated Movements during the financial period (1) Prior year adjustments: Effects of INT FRS 30
50,330 387
440,534 9,476
-
(10,460) (7,370)
-
(1,059)
(9,391)
-
10,695
-
Balance at September 30, 2002, as restated
49,658
440,619
-
(7,135)
-
(1)
Please refer to statements of changes in equity for details of the movements in reserves during the financial period.
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36
Capital expenditure (tangible and intangible assets)
Segment liabilities Deferred purchase consideration Finance leases Income tax payable Deferred income tax
OTHER INFORMATION Segment assets Deferred tax assets
RESULT Segment result Interest income (Loss) Profit from operating activities Finance costs Exceptional items Loss before income tax Income tax Loss after income tax Minority interests Loss attributable to the shareholders of the Company
3,365
44,830
133,906
(379)
151,875 20,933 172,808
12 months ended Sept 30, 2003 $’000
54,886
49,343
220,430
23,159
318,771 31,140 349,911
ASEAN 15 months ended Sept 30, 2002 $’000
2,370
48,381
125,309
(10,513)
152,062 75 152,137
3,585
59,115
133,951
(1,293)
238,138 3,861 241,999
Greater China 12 months 15 months ended ended Sept 30, Sept 30, 2003 2002 $’000 $’000
By geographical areas based on location of assets:
REVENUE External sales Inter-segment sales Total revenue
(a)
2,403
36,174
156,625
(1,737)
169,987 169,987
4,539
41,931
141,350
(7,027)
256,354 256,354
East Asia 12 months 15 months ended ended Sept 30, Sept 30, 2003 2002 $’000 $’000
1,113
10,375
56,235
10,613
102,331 102,331
1,344
8,850
29,438
9,544
105,154 5,134 110,288
India and New Zealand 12 months 15 months ended ended Sept 30, Sept 30, 2003 2002 $’000 $’000
(21,00 (21,00
12 mont ende Sept 3 20 $’00
For management purposes, the Group operates primarily in the following geographical areas - ASEAN, Greater China, East Asia, India and New Zealand.
GEOGRAPHICAL AND BUSINESS SEGMENTS INFORMATION
in which the assets are located. It would not be materially different if based on the country in which the cu located. Inter-segment sales were carried out in the normal course of business on terms agreed between th
37
ii)
Composition of each geographical segment are as follows: ASEAN - Singapore, Malaysia, Thailand, Indonesia, Philippines, Vietnam Greater China - The People’s Republic of China, Hong Kong, Taiwan East Asia - Japan, Korea
iii)
No split of assets and capital expenditure by business segments has been presented, as the directors do no that this information would be meaningful.
SUBSEQUENT EVENTS The Group has entered into an agreement with minority shareholder to increase the Group’s shareholding in Beijing Development Network Ltd from 75% to 100% for a consideration of US$210,000.
38
COMPARATIVE FIGURES
The financial statements for 2002 cover the fifteen months from July 1, 2001 to September 30, 2002. The financial state 2003 cover the twelve months from October 1, 2002 to September 30, 2003.
Certain reclassifications have been made to the prior period’s financial statements to enhance comparability with curr financial statements. As a result, certain line items have been reclassified in the balance sheet and related notes to the statements. Comparative figures have been adjusted to conform with current year’s presentation.
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William Bruce Grahame Padfield
Philip Chu Yan-Jy
November 21, 2003
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Size of holdings 1 to 999 1,000 to 10,000 10,001 to 1,000,000 1,000,001 and above Total
Number of shareholders
Percentage
Number of shares
281 11,879 1,746 17 13,923
2.02 85.32 12.54 0.12 100.00
10,617 42,489,252 62,987,341 360,118,473 465,605,683
P
Twenty largest registered shareholders as at January 14, 2004 Shareholder’s name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Dimension Data International Limited Raffles Nominees Pte Ltd Citibank Nominees Singapore Pte Ltd HSBC (Singapore) Nominees Pte Ltd DBS Nominees Pte Ltd Phillip Securities Pte Ltd UOB Kay Hian Pte Ltd OCBC Securities Private Ltd Morgan Stanley Asia (Singapore) Securities Pte Ltd United Overseas Bank Nominees Pte Ltd Kim Eng Securities Pte Ltd DBS Vickers Securities (Singapore) Pte Ltd HL Bank Nominees (S) Pte Ltd DB Nominees (Singapore) Pte Ltd Oversea Chinese Bank Nominees Pte Ltd Singapore Nominees Pte Ltd G K Goh Stockbrokers Pte Ltd Lim & Tan Securities Pte Ltd Hong Leong Finance Nominees Pte Ltd Ow Cheo Guan Total
Number of shares Percentage o 240,633,669 40,514,304 18,183,584 16,616,578 10,657,944 4,638,648 4,411,457 3,890,444 3,526,500 3,375,441 3,179,710 2,863,568 2,276,058 1,868,254 1,267,403 1,135,021 1,079,890 855,004 818,002 770,000 362,561,479
Substantial shareholders as at January 14, 2004 (as recorded in the register of substantial shareholders) Shareholder’s name Dimension Data International Limited Dimension Data Holdings plc Spectrum Holdings Inc FMR Corp. and Fidelity International Limited, and their respective direct and indirect subsidiaries
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Direct interest
Deem
240,633,669 -
2 2
-
William Bruce Grahame Padfield Philip Chu Yan-Jy Ronald John Cattell Frank Yung-Cheng Yung Seet Ai Mee
880,000 750,000 1,500,000 490,000 350,000
Based on the information available to the Company, approximately 41% of the Company’s equity securities in the hands of the public. This is in compliance with Rule 723 of the Listing Manual of the SGX-ST which r least 10% of a listed issuer’s equity securities to be held by the public.
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1.
To receive and adopt the Directors’ Report and the Audited Accounts for the financial year ended September 30, 2003 with the Auditors’ Report thereon. (Res
2.
To re-elect Mr. Patrick Keith Quarmby, a Director retiring under the provisions of Article 104 of the Articles of Association being eligible, offers himself for re-election.
Note: Mr. Patrick Keith Quarmby, a non-independent director, when re-elected, will remain as a member of the Audit Co (Res 3.
To re-elect Mr. Ronald John Cattell, a Director retiring under the provisions of Article 104 of the Articles of Association being eligible, offers himself for re-election. (Res
4.
To re-elect Mr. Lal Chandra Singh, a Director retiring under the provisions of Article 108 of the Articles of Association being eligible, offers himself for re-election. (Res
5.
To re-appoint Mr. Frank Yung-Cheng Yung, a Director retiring under Section 153(6) of the Companies Act, Chapter 50 being eligible, offers himself for re-appointment.
Note: Mr. Frank Yung-Cheng Yung, an independent director, when re-appointed, will remain as Chairman of the Audit Co (Res 6.
To approve the payment of additional Directors’ Fees of S$45,000 for the financial year from October 1, 2002 to September (Res
7.
To approve the payment of Directors’ Fees of S$229,000 for the financial year from October 1, 2003 to September 30, (Res
8.
To re-appoint Messrs Deloitte & Touche as auditors and to authorise Directors to fix their remuneration.
(Res 9.
To transact any other business that may be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS 10. To consider and, if thought fit, to pass with or without any amendments the following resolutions as ordinary resolut a)
That pursuant to Section 161 of the Companies Act, Chapter 50 and the rules of the Listing Manual of the S Exchange Securities Trading Limited (“SGX-ST”) authority be and is hereby given to the Directors to: I)
i)
issue shares in the capital of the Company (“shares”) (whether by way of rights, bon otherwise); and/or
ii)
make or grant offers, agreements or options (collectively, “Instruments”) that might require shares to be issued, including but not limited to the creation and issue of debentures or other instruments convertible or exchangeable into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the may in their absolute discretion deem fit; and II)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force) iss in pursuance of any Instrument made or granted by the Directors while this Resolution was in provided that :
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i)
ii)
the percentage of issued share capital shall be calculated based on the issued share the Company as at the date of the passing of this Resolution after adjusting for: (aa)
new shares arising from the conversion or exercise of any convertible secu share options that have been issued pursuant to any previous shareholde and which are outstanding as at the date of the passing of this Resolutio
(bb)
any subsequent consolidation or subdivision of shares; and
in relation to an Instrument, the number of shares shall be taken to be that number have been issued had the rights therein been fully exercised or effected on the da making or granting of the Instrument;
3)
in exercising the authority conferred by this Resolution, the Company shall comply with the pro the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been w the SGX-ST) and the Articles of Association for the time being of the Company; and
4)
(unless revoked or varied by the Company in general meeting) the authority conferred by this R shall continue in force until the conclusion of the next Annual General Meeting of the Company o by which the next Annual General Meeting of the Company is required by law to be held, whiche earlier. (Res
b)
That approval be and is hereby given to the Directors to offer and grant options from time to time in accord the provisions of the Datacraft Asia Share Option Scheme 2003 (“Scheme 2003”), and, pursuant to Section 1 Companies Act, Cap. 50, to allot and issue from time to time such number of shares in the capital of the (“Scheme Shares”) as may be required to be issued pursuant to the exercise of options granted under the Asia Share Option Scheme and Scheme 2003 and to do all such acts and things as may be necessary or exp carry the same into effect, provided always that the aggregate number of Scheme Shares shall not exceed 15 of the issued share capital of the Company from time to time. (Reso
c)
That pursuant to Section 161 of the Companies Act, Cap. 50, authority be and is hereby given to the Directo and issue from time to time such number of shares in the Company as may be required to be allotted a pursuant to the Datacraft Scrip Dividend Scheme. (Reso
By Order of the Board of Directors
Evelyn Wee Kim Lin Company Secretary Singapore, February 10, 2004 Note:
A Member of the Company entitled to attend and vote at the above meeting may appoint a proxy (or in th a corporation, to appoint its authorised representative or proxy) to attend and vote on his behalf. Such proxy be a member of the Company. The instrument appointing a proxy must be deposited at the registered off Company at 6 Shenton Way #24-11 DBS Building Tower Two, Singapore 068809 not less than 48 hours before for holding the Meeting.
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a)
new shares arising from the conversion or exercise of convertible securities and share options that have be pursuant to any previous shareholder approval and which are outstanding as at the date of the passing of this R and
b)
any subsequent consolidation or subdivision of shares.
This calculation is in accordance with Rule 806(3) of the Listing Manual of the Singapore Exchange Securities Trading Limited. The will continue in force until the next Annual General Meeting of the Company or the date by which the next Annual General Meet Company is required by law to be held, whichever is the earlier, unless previously revoked or varied at a general meeting.
Ordinary Resolution 10 Resolution 10, if passed, will empower the Directors to offer and grant options under the Datacraft Asia Share Option Scheme 2003 (“Sche which was approved at the Extraordinary General Meeting of the Company on February 27, 2003 (as from time to time amended, m supplemented), and to allot and issue shares in the capital of the Company, pursuant to the exercise of options under the Datacraft A Option Scheme and Scheme 2003 provided that the aggregate number of shares to be issued does not exceed 15 per cent. of the iss capital of the Company for the time being.The Datacraft Asia Share Option Scheme (“Previous Scheme”) was adopted in 1996. The Previou was terminated and replaced by Scheme 2003. The termination of the Previous Scheme does not affect the rights of outstanding option under the Previous Scheme. Such options continue to be exercisable in accordance with the rules of the Previous Scheme. However termination of the Previous Scheme on February 27, 2003, no further options were granted under the Previous Scheme.
Ordinary Resolution 11 Resolution 11, if passed, will empower the Directors to allot and issues shares in the Company pursuant to the Datacraft Scrip Scheme (as from time to time amended, modified, or supplemented) which was implemented following shareholders’ appro Extraordinary General Meeting held on October 23, 1998.
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to relate to all Shares held by you.
Proportion of Shareholdings and/or (delete as appropriate)
2.
A member of the Company entitled to attend a a Meeting of the Company is entitled to appo two proxies to attend and vote instead of him need not be a member of the Company.
3.
Where a member appoints two proxies, the app shall be invalid unless he specifies the propo shareholding (expressed as a percentage of th be represented by each proxy.
4.
This instrument appointing a proxy or proxie deposited at the registered office of the Compa than 48 hours before the time appointed for General Meeting.
5.
The instrument appointing a proxy or proxie under the hand of the appointer or of his att authorised in writing. Where the instrument a proxy or proxies is executed by a corporation, executed either under its seal or under the officer or attorney duly authorised.
6.
A corporation which is a member may au resolution of its directors or other governing person as it thinks fit to act as its representa Annual General Meeting, in accordance with S of the Companies Act, Chapter 50 of Singapor
7.
The Company shall be entitled to reject the appointing a proxy or proxies if it is incomplete, completed or illegible or where the true intent appointer are not ascertainable from the inst the appointer specified in this instrument ap proxy or proxies.
8.
In the case of members whose Shares are ente their names in the Depository Register, the Co reject any instrument appointing a proxy or pro if such members are not shown to have Shar against their names in the Depository Regist hours before the time appointed for holding General Meeting as certified by The Central (Pte) Limited of the Company.
Name Address NRIC/ Passport Number Proportion of Shareholdings as my/our* proxy/proxies* to vote on my /our* behalf, at the Tenth Annual General Meeting of the Company, to be held at The Regent Singapore, 1 Cuscaden Road, Singapore 249715 on Thursday February 26, 2004 at 10.00 a.m. and at any adjournment thereof. I/We* direct my/our* proxy/proxies* to vote for or against the Resolutions to be proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies* will vote or abstain from voting at his/their* discretion, as he/they* will on any other matter arising at the Meeting. CUT ALONG DOTTED LINE
No. Resolutions
For
1. To receive the Directors’ Report and the Audited Accounts for the financial year ended 30 September 2003, together with the Auditors’ Report thereon.
Against
2. To re-elect Mr. Patrick Keith Quarmby (under Article 104). 3. To re-elect Mr. Ronald John Cattell (under Article 104). 4. To re-elect Mr. Lal Chandra Singh (under Article 108). 5. To re-appoint Mr. Frank Yung-Cheng Yung (under Section 153(6) of the Companies Act, Cap. 50). 6. To approve additional Directors’ Fees for the financial year from October 1, 2002 to September 30, 2003. 7. To approve Directors’ Fees for the financial year from October 1, 2003 to September 30, 2004. 8. To re-appoint Messrs Deloitte & Touche as auditors and to authorise Directors to fix their remuneration. 9. To authorise Directors to issue shares and/or Instruments pursuant to Section 161 of the Companies Act, Cap. 50. 10. To authorise Directors to offer and grant options and to issue shares pursuant to the grant of the options. 11. To authorise Directors to issue shares pursuant to the Scrip Dividend Scheme.
Dated this
day of
Signature(s) of member(s)/Common Seal
TOTAL NUMBER OF SHARES * Delete accordingly
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2004.
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The Company Secretary Datacraft Asia Ltd 6 Shenton Way #24-11 DBS Building Tower Two Singapre 068809
FOLD THIS FIRST
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