REG - UniVision Eng Ltd - Final Results for the year ended 31 March 2022
19/05/2023 17:45
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RNS Number : 0938A UniVision Engineering Ltd 19 May 2023
This announcement contains inside information as stipulated under the UK
version of the Market Abuse Regulation No 596/2014 which is part of English
Law by virtue of the European (Withdrawal) Act 2018, as amended. On
publication of this announcement via a Regulatory Information Service, this
information is considered to be in the public domain.
For immediate release: 19 May 2023
UniVision Engineering Limited
("UniVision" or the "Company")
Final Results for the year ended 31 March 2022
UniVision (AIM: UVEL), the Hong Kong based group whose principal activities
are the supply, design, installation and maintenance of closed-circuit
television and surveillance systems, and the sale of security related
products, today announces its audited final results for the financial year
ended 31 March 2022.
The Annual General Meeting will be held at UniVision Engineering Limited, Unit
201, 2/F., Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong,
on 9 June 2023 at 5:00 p.m.
The full Annual Report and Notice of AGM will shortly be posted to
shareholders and be made available on the Company's website, www.uvel.com
(http://www.uvel.com/) .
Highlights:-
· Turnover decreased by 64.2% to £3.9m (2021: £10.9m);
· Loss before income tax £10.27m (2021: profit £563K);
· Cash flow used in operations £518K (2021: generated
£34K);
· Total Equity attributable to shareholders: negative
£1.8m (2021: £8.2m);
· Current ratio 0.6 (2021: 1.6); and
· Loss per share 2.68p (2021: earning 0.15p)
For further information visit www.uvel.com (http://www.uvel.com) or contact:
UniVision Engineering Limited Tel: +852 2389 3256
Stephen Koo, Executive Chairman www.uvel.com (http://www.uvel.com)
Yip Tak Chan, Chief Executive Officer
SPARK Advisory Partners Limited Tel: +44 (0)20 3368 3551
(Nominated Adviser)
Mark Brady / Neil Baldwin www. (http://www.sparkadvisorypartners.com) sparkadvisorypartners.com
(http://www.sparkadvisorypartners.com)
SI Capital Limited Tel: +44 (0)1483 413500
(Broker) www.sicapital.co.uk (http://www.sicapital.co.uk)
Nick Emerson
CHAIRMAN'S STATEMENT
I am pleased to report the Company's audited results for the financial year
ended 31 March 2022.
Turnover for the year decreased by 64.2% (underlying rate) to £3.9m (2021:
£10.9m). This decline was mainly due to the expiry of several maintenance
contracts and the delay of several project delivery.
Loss for the year is £10.27m (2021: Profit £563K).
In the remainder of this report, I shall go into further details relating to
the major contract with MTRC, winding up petitions and dismissal, other
settlements, financial review, business review and end with prospect
statement.
THE MAJOR CONTRACT WITH MTRC
As announced on 17 June 2022, the Company has received formal notice of
termination of its contract with MTR Corporation Ltd ("MTRC"), for the
replacement works of the CCTV systems for MTRC's railway lines, for alleged
breach of contract. The Company contests this and continues to negotiate with
MTRC to resolve the matter.
This original MTRC contract was awarded to the Company five years ago, in May
2017, with an expected completion date of November 2023, but with subsequent
contract add-ons this had been expected run until July 2024.
Over the period to date the Contract has represented a step-change to the
Company's long-established business and termination of the contract would
represent a significant loss of future revenue and profitability for the
Company. However, the Company would be able to re-deploy resources from this
contract to other projects to mitigate this reduction. The termination of
the MTRC contract was effective from 20 June 2022. Whilst the termination of
the MTRC contract occurred after the year end, the certification of work
completed, invoicing and approval for work completed prior to the year end,
which would normally take some months to finalise in the normal course of
events, is taking longer given the termination of the contract and the need
for both parties to agree a final position.
Up to the financial year ended 31 March 2022 and the date of termination,
UniVision has invoiced a total amount of HK$207m. The gross valuation of
certified works on the Major Contract was HK$226.5m as at 31 January 2022.
The Company has worked out and quantified the unbilled work done and equipment
for final account with MTRC including equipment, work done, testing in
progress, system development etc,. As per our meeting with the MTRC on 21
November 2022, it requires to be verified by joint inspection performed by
both parties before the final account is concluded.
The Company has called for meetings with MTRC to (i) collect the retention
amount around HK$19.5m, which was the 10% retention money kept by MTRC; and
(ii) clarify and quantify the unbilled work done including equipment, work
done, testing in progress, system development and etc,. The final position is
to be verified by joint inspection performed by the Company and MTRC.
WINDING UP PETITIONS AND DISMISSAL
As announced on 4 January 2022, our Company has received a petition that has
been brought by one of its sub-contractors, namely, T&P Solutions Limited
("T&P"), formerly known as T&P Construction Company Limited, in the
High Court in Hong Kong; alleging outstanding debts owed by the Company of
HK$5,955,760 (approximately £565,280) in relation to contractual agreements
between the Company and T&P. T&P has presented the petition ("the
Petition") for the Company to be wound up pursuant to certain sections of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance in Hong Kong.
The Company intends to defend and oppose the Petition. Further, the Company
has a cross claim against T&P, inter alia, for breach of contract and
non-performance and it intends to claim damages for the same. The first
hearing has been conducted on 2 March 2022 that the Company defended and
opposed the Petition. As announced on 11 May 2022, the Court hearing in
respect of the Winding up petition was adjourned to be heard on 18 October
2022.
The petition has been dismissed by the High Court in Hong Kong on 18 October
2022. Costs have been awarded to UniVision on an indemnity basis.
As announced on 13 December 2022, our Company has received another petition
that has been brought by one of its equipment suppliers for the contract with
MTR Corporation, namely, Synnex Technology International (HK) Limited
("Synnex"), in the High Court in Hong Kong. The Petition alleges outstanding
debts owed by the Company of HK$12,945,834 (approximately £1.358 million) to
Synnex in respect of equipment supplied to the Company. Synnex has presented
the Petition for the Company to be wound up pursuant to the provisions of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32) in
Hong Kong. The date of the Court hearing was set for 8 February 2023.
The Company has reached a settlement agreement with Synnex. As announced on 16
February 2023, the petition has been dismissed by the High Court in Hong Kong
on 13 February 2023.
OTHER SETTLEMENTS
The Company has reached a settlement agreement with General Resources Company
(HK) Limited on the repayment of sub-contracting fee amounting to
approximately HK$1,163,000 by instalments in March 2023.
In addition, the Company has received a demand for indemnity of
HK$11,68l,430.27 by Berkshire Hathaway Specialty Insurance Company ("Berkshire
Insurance") in terms of a surety bond facility granted in 2017. The Company is
in the final stage of the negotiation with Berkshire Insurance to settle this
amount by stage payment.
KML Engineering Limited, one of the Company's subcontractors, claims a total
amount of HK$4,114,658.81 together with interest and legal costs in these
proceedings. The Company has filed a partial admission in the amount of
HK$2,096,530.70 which has been accepted by KML Engineering Limited in
satisfaction of its whole claim. As a result, Judgment has been entered on 6
March 2023 against the Company respecting the amount of HK$2,096,530.70 in 3
monthly instalments payable on the 1st day of each calendar month starting
from 1 April 2023 with fixed costs at HK$11,045.00.
OTHER SETTLEMENTS
On 24 April 2023 upon application of E-Star Engineering Company, one of the
Company's subcontractors, the Court has made an Order for E-Star Engineering
Company to enter summary judgment against the Company as the Defendant in
these proceedings regarding the principal sum of HK$1,503,276.50 with interest
(whereas interest accrued as of 24 April 2023 is in the sum of HK$302,870.04)
against part of the claims with legal costs in respect of such application to
be paid by the Company to E-Star Engineering Company summarily assessed at
HK$90,673. By the same Order, the Company has been granted unconditional leave
to defend against E-Star Engineering Company residual claim of HK$213,360.00
(the "Residual Claim"). These proceedings are now pending the filing of E-Star
Engineering Company's Amended Statement of Claim as regards the Residual
Claim. Before close of pleadings, it is uncertain as to the probable outcome
in respect of the Residual Claim. Similarly, it may be improbable to give an
estimate of the ultimate liability or amount to be realised as to the Residual
Claim at this stage.
Hang Cheong Engineering Limited, one of the Company's subcontractors, claims a
total amount of HK$806,400.00 together with interest pursuant to ss.49 and 50
of the District Court Ordinance (Cap.336) and legal costs. The Company has
filed an admission on the full amount of HK$806,400.00 as claimed by Hang
Cheong Engineering Limited. The sum of HK$806,400.00 together with interest
thereon at the rate of (i) 8% per annum from 28 December 2022 to 31 December
2022 and (ii) 8.169% per annum from 1 January 2023 to the date of the Judgment
and thereafter at judgment rate until payment and fixed costs at HK$7,130.00.
DISPUTE WITH DIMENSION DATA
As previously announced, the Company received a writ of summons (Statement of
Claim), Hong Kong High Court Action No. 2090 of 2020, from the solicitors of
Dimension Data China Hong Kong Limited ("Dimension Data"), the Plaintiff, on
14 December 2020 alleging breach of contract, claiming against the Company for
liquidated damages for an amount of HK$10.95m plus pre-judgment and
post-judgment interest and legal costs. The Company, on the other hand,
regards the claim by alleging wrongful breach and thus repudiation of the said
sub-contract by Dimension Data. The Company believes it has a counterclaim
against Dimension Data, inter alia, for breach of contract and/or negligence
and/or misrepresentation and accordingly to claim for loss and damages for the
same and legal costs.
The Board does not consider that the claim has any foundation and believes
that Dimension Data was in breach of protocol in the manner which it has
brought this claim.
Both parties had engaged a mediator for the statutory mediation on 17 August
2022. No agreement nor settlement was made in the mediation. As out-of-court
settlement between the parties is not forthcoming, our solicitors has prepared
the factual witness statements filing to the Court. Both parties have
exchanged the witness statements to each other. These proceedings have entered
the stage of case management towards trial
MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
The Company reported a loss of £10,265,495 for the year ended 31 March 2022.
As at 31 March 2022, the Company's equity attributable to the owners of the
Company amounted to a deficit of £1,808,945 and its current liabilities
exceeded its current assets by £4,030,769. The Company's bank borrowings were
collateralised by its deposits placed for life insurance policies of
£1,865,308. The Company had total unrestricted cash and bank balances of
£2,750. These conditions indicate that a material uncertainty exists that may
cast a significant doubt on the Company's ability to continue as a going
concern.
The Company is considering and negotiating a number of financing measures to
improve the Company's liquidity and financial position, including, but not
limited to, the following:
· In October 2022, the Company obtained a loan facility of
HK$12 million from a third party for short-term financing purpose;
· A potential investor has agreed to provide financial support
to the Company to maintain its normal operation. In addition, the potential
investor has provided a standby unconditional facility of HK$20 million to the
Company of which the Company will be able to drawdown the facility to fulfil
its financial needs;
· The Company has been actively negotiating with the bank on
its banking facilities;
· The winding-up petitions against the Company were
dismissed subsequently in year 2023;
· The Company is taking measures to tighten controls over
various costs; and
· With the financial assistance from the potential investor,
the Company has resumed a part of its business. The Company will continue to
actively enhance its market position by expanding its customer base with the
aim to attain profitable and positive cash flow operations in the coming
financial year.
The board of the Company have reviewed the Company's cash flow projections
prepared by management, which cover a period of not less than twelve months
from the date of this report. The board is of the opinion that, taking into
account the abovementioned plans and measures, the Company will have
sufficient working capital to finance its operations and to meet its financial
obligations as and when they fall due within the next twelve months.
Accordingly, the board is satisfied that it is appropriate to prepare the
financial statements on a going concern basis.
FINANCIAL REVIEW
Highlights of Statement of Profit or Loss and Other Comprehensive Income are:
· Revenue decreased by 64.2% to £3.9m in the reporting period (2021:
£10.9m). This revenue decrease came mainly from the expiry of several
maintenance contracts and the delay of several project delivery.
· The revenue from construction contracts is the Company's largest
business segment, represented 87% of the total income (2021: 82.7%) Revenue
from maintenance contracts represented 12% of the total income (2021: 15%) for
the Company.
· Contribution from maintenance contracts decreased by 71%, compared to
the prior year. The reduction in maintenance contracts was mainly due to the
maintenance contracts with MTRC was ended on 31 March 2021.
· The gross loss was at £2.9m in the reporting year (2021: gross profit
of £2m). The main reason for changing from gross profit to gross loss was
because of the early termination of the MTRC contract and resulting the
unbilled work done and equipment with MTRC.
· Significant impairment loss and provision for this financial year
included the following items:
1. Impairment loss on contract assets of £0.54m (HK$5.8m)
2. Impairment loss on amount due from related companies of £2m (HK$21.3m)
3. Allowances of obsolete inventories of £2.2m (HK$23.4m)
4. Provision for indemnity claimed from Berkshire Insurance of £1.1m
(HK$11.7m)
· Administrative expenses decreased to £1.4m (2021: £1.73m). The
decrease was caused mainly by reduction in number of staff.
· Loss before tax £10.27m in the reporting period (2021: profit:
£563K) was resulted from the significant impairment loss and provision as
stated above.
· The loss attributable to the shareholders of the Company also
increased to £10.27m for the financial year ended 31 March 2022, compared to
profit £563K for the last financial year.
· As a result of loss attributable to shareholders, basic loss per share
was 2.68p for this reporting financial year (2021: earning 0.15p).
On the Statement of Financial Position, the highlights are:
· Contract assets decreased to £2.9m as at 31 March 2022, from £8.4m
as at 31 March 2021, mainly due to the early termination of the Major Contract
with MTRC.
· Cash and bank balances stood at £323K as at 31 March 2022 (2021:
£284K).
· Trade and other payables increased to £6.6m as at 31 March 2022, from
£5.2m as at 31 March 2021, mainly caused by slow settlement to suppliers.
· Deposits placed for two life insurance policies of £1.87m as at 31
March 2022, which are the value of the keyman insurance plans placed as
security for banking facilities provided by a banker to the Company.
· Bank borrowings of £2.1m as at 31 March 2022 (2021: £562K)
represented the loan provided by a banker and pledged by the insurance policy
as above mentioned and other term loans.
On the Statement of Cash Flows, the highlights are:
· The Company had negative cash flows from operations of £198K in the
reporting year (2021: positive £34K).
· The Company raised the new borrowings from the bank of £2.47m for
financing the new keyman insurance of £939K and business operations.
· Repayment of bank loans of £964K.
During the year under review, a relative strengthening in the HK$ at the
year-end has led to a 3.7% depreciation in the GBP reporting amount in the
Statement of Financial Position. It led to the non-cash other comprehensive
loss of £5K (2021: £902K) on exchange differences arising on translation of
foreign operations.
All figures in the above require to be adjusted for comparison purposes. All
comparative percentages stated in the Chairman's Statement are adjusted to
show the underlying change (net of translation effect on foreign exchange).
BUSINESS REVIEW
I will include the following topics in this section: our addressable market
segments, business environment in which we operate, our market segment,
business environment, customer base, and potential investors.
Addressable Market Segments
According to the Market Research Report by ReportLinker: Global Surveillance
Camera Market: Analysis By System Type, By Technology By Region Size and
Trends with Impact of COVID-19 and Forecast up to 2027, the video surveillance
systems market is expected to grow at a CAGR of 8.38% over the forecast period
2022 to 2027.
The main drivers for the growth are the rise in urban population, increasing
crime threats, growth in traffic management, technological improvement and
rising numbers of ATMs. Asia Pacific Region held the major share of above 40%
in the market. This market has grown significantly due to its increasing use
of security and law enforcement, to reduce the crime rate in their countries.
The Board believes that our addressable market segment will undergo a steady
growth period
The use of video surveillance in business is growing significantly due to the
increasing need for physical security, the growth in adoption of AI, coupled
with the use of cloud-based services for centralized data. The growth of the
video surveillance market is expected to be fuelled by the introduction of new
IP-based digital technologies, to detect and prevent undesirable behaviour,
such as shoplifting, thefts, vandalism, and terror attacks. Alarm notification
is the best way that the security cameras can function in prevention and
reduction of crime.
The Board regard the CCTV surveillance market is growing with the increasing
demand for digital and intelligent video products. The Company anticipates
more business opportunities in government infrastructure and public security
projects. There is also growing demand for wireless system such as 5G network
for video surveillance to enhance public safety. The CCTV industry is further
enhanced with an integration of Video Analysis and Cloud Technology for large
database storage.
The new trends in this market, such as integration of artificial intelligence
systems in surveillance camera, adoption of IoT based surveillance systems,
emergence of video surveillance as a service (VSaaS), etc. IoT systems are
deployed in various sectors. The growing adoption of IoT based surveillance
systems provides the growth opportunity to the surveillance camera market.
For the effect of COVID-19 pandemic, a wide range of surveillance cameras are
used to be an effective way to serve the purpose of social distancing and
keeping a check on COVID-19 patients. Thermal surveillance is initiated to
check the temperature to avoid the spread of COVID-19 infections.
Business Environment
COVID-19 has affected the business environment in Hong Kong in last year. It
caused adverse effects on the Hong Kong economy. Nevertheless, the effect of
COVID-19 pandemic, a wide range of surveillance cameras are used to be an
effective way to serve the purpose of social distancing and keeping a check on
COVID-19 patients. Thermal surveillance is initiated to check the temperature
to avoid the spread of COVID-19 infections.
Even though the Major Contract with MTRC was terminated, other job contracts
and orders are still in progress. With the competitive advantage of our
project experience in CCTV and network systems, the Company will expect more
new projects from MTRC.
The technology of video analytics, such as facial recognition, is being
enhanced rapidly and UniVision has actively participated in this market. The
Company got the experience in the contract for supply and installation of the
video analytic monitoring system at prisons. The video analytic solution of
Smart Prisons is designed to enhance the effectiveness of movement detection
in confined areas.
Customer base
MTRC remains the Company's largest customer this financial year. In addition,
Electrical and Mechanical Services Department ("EMSD"), Hong Kong Police Force
("HKPC") and Correctional Services Department ("CSD") of the Hong Kong
Government are other sources of the Company's customer base.
To avoid the concentration of customers, the Company aims to diversify its
customer base particularly to the commercial and private sector, such as
sizeable multinational private enterprises.
Potential Investors
As announced on 29 September 2022, the Company is in negotiations with
potential investors who are looking to make a substantial investment in the
Company. Our Board regards that with the support of the potential investors,
the Company will strength its financial and technical position to meet the
challenge.
PROSPECTS
The Government has announced new infrastructure projects including the new
railway lines and urban development in northern territories. These projects
will include large CCTV system for safety protection. With the technical
expertise and project experience in surveillance industry, the Company has the
competitive advantage to tender for these projects.
Finally, on behalf of the Board, I would like to thank our customers,
suppliers, sub-contractors and shareholders for their continued support of
UniVision. I would also like to acknowledge the hard work of the management
and all our staff for their support in the critical period.
MR. STEPHEN SIN MO KOO
EXECUTIVE CHAIRMAN
19 May 2023
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 March 2022
Notes 2022 2021
£ £
Revenue 7(a) 3,962,568 10,945,287
Cost of revenue 10 (6,854,990) (8,986,278)
Gross (loss)/profit (2,892,422) 1,959,009
Other income 8 74,545 422,560
Other gains and losses, net 9 6,500 (33,476)
Impairment loss on assets 10 (4,756,101) -
Provision for indemnity claimed from an insurance company (1,100,185) -
Selling and distribution expenses 10 (3,299) (4,570)
Administrative expenses 10 (1,447,825) (1,706,160)
Finance costs 12 (146,708) (74,009)
(Loss)/profit before income tax (10,265,495) 563,354
Income tax 13 - -
(Loss)/profit for the year (10,265,495) 563,354
Other comprehensive loss, net of tax
Item that may be reclassified subsequently to profit or loss:
Exchange differences on translation of financial statements (4,955) (901,758)
Total comprehensive loss for the year (10,270,450) (338,404)
(Loss)/earnings per share - Basic and diluted 14 (2.68p) 0.15p
STATEMENT OF FINANCIAL POSITION
As at 31 March 2022
Notes 2022 2021
£ £
ASSETS
Non-current assets
Plant and equipment 16 133,462 99,014
Right-of-use assets 17 327,484 61,092
Interest in an associate 18 5 5
Amounts due from related companies 30 - 2,842,805
Deposits placed for life insurance policies 19 1,865,308 862,476
Prepayments 30,818 48,981
Total non-current assets 2,357,077 3,914,373
Current assets
Inventories 20 2,364,924 1,584,096
Trade and other receivables 21 944,095 1,708,489
Contract assets 22 2,934,194 8,439,488
Cash and bank balances 23 323,173 284,354
Total current assets 6,566,386 12,016,427
Total assets 8,923,463 15,930,800
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 24 6,643,457 5,179,172
Contract liabilities 25 1,610,506 1,572,245
Bank borrowings 27 2,141,675 561,535
Lease liabilities 26 201,517 42,959
Total current liabilities 10,597,155 7,355,911
Non-current liabilities
Amount due to a related company 24 - 393,074
Lease liabilities 26 135,253 21,924
Total non-current liabilities 135,253 414,998
Total liabilities 10,732,408 7,770,909
Capital and reserves
Share capital 28 3,890,257 3,890,257
Reserves (5,699,202) 4,269,634
Total equity (1,808,945) 8,159,891
Total liabilities and equity 8,923,463 15,930,800
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2022
Share Retained earnings Special capital reserve "A" Special Translation Total
capital capital reserve "B" reserve
£ £ £ £ £ £
(Note 1) (Note 2)
Balance at 1 April 2020 3,890,257 2,450,336 155,876 143,439 2,066,230 8,706,138
Profit for the year - 563,354 - - - 563,354
Other comprehensive loss, net of tax
Exchange difference arising on translation of financial statements - - - - (901,758) (901,758)
Total comprehensive loss - 563,354 - - (901,758) (338,404)
Dividend paid in respect of year 2020 (Note 15) - (207,843) - - - (207,843)
Total transactions with owners, recognised directly in equity - (207,843) - - - (207,843)
Balance at 31 March 2021 3,890,257 2,805,847 155,876 143,439 1,164,472 8,159,891
Loss for the year - (10,265,495) - - - (10,265,495)
Other comprehensive loss, net of tax
Exchange difference arising on translation of financial statements - - - - (4,955) (4,955)
Total comprehensive loss - (10,265,495) - - (4,955) (10,270,450)
Dividend paid in respect of year 2021 (Note 15) - (93,952) - - - (93,952)
Capital contribution from a shareholder - 395,566 - - - 395,566
Total transactions with owners, recognised directly in equity - 301,614 - - - 301,614
Balance at 31 March 2022 3,890,257 (7,158,034) 155,876 143,439 1,159,517 (1,808,945)
The currency translation from Hong Kong Dollar to the presentation currency of
Sterling Pound of these financial statements has no impact on the available
distributable reserves of the Company as at 31 March 2022 and 2021.
Notes:
1. Special capital reserve "A"
Pursuant to the Order of the High Court dated 20 November 2004, any future
recoveries of the Company's accumulated provision for obsolete inventories and
provision for bad debts amounting to HK$1,935,002 and HK$3,592,540
respectively will be credited to non-distributable special capital reserve "A"
account.
2. Special capital reserve "B"
By a special resolution passed on 30 July 2004 and pursuant to the Order of
the High Court dated 20 November 2004, the authorised and issued capital of
the Company was reduced from HK$159,245,000 (divided into 31,849 ordinary
shares of HK$5,000 each) to HK$16,405,000 (divided into 3,281 ordinary shares
of HK$5,000 each). The reduction of capital was effected by cancellation of
28,568 ordinary shares of HK$5,000 each in the issued and paid up share
capital of the Company. The Company established a non-distributable special
capital reserve "B" account into which HK$2,071,307 was credited as a result
of the capital reduction.
STATEMENT OF CASH FLOWS
For the year ended 31 March 2022
Notes 2022 2021
£ £
Cash flows from operating activities
(Loss)/profit before income tax (10,265,495) 563,354
Adjustments for:
Impairment loss on assets 10 4,756,101 -
Interest expense on bills payable and factoring 12 64,612 49,479
Interest expense on bank borrowings 12 40,896 12,805
Interest expense on bank overdraft 12 26,310 4,682
Interest on lease liabilities 12 14,890 7,043
Interest income 8 (73,621) (26,773)
Depreciation of plant and equipment 16 57,177 55,607
Depreciation of right-of-use assets 17 164,630 173,933
Inventories written-off 9 - 32,787
Gain on lease modification - (122)
Gain on disposal of plant and equipment 9 (3,202) -
Operating cash flows before working capital changes (5,217,702) 872,795
Changes in operating assets and liabilities:
Prepayments and deposits 19,439 (17,191)
Inventories (2,904,670) (721,932)
Trade and other receivables 35 740,532 640,552
Contract assets 5,107,048 (2,978,477)
Amounts due from related companies 856,397 (5,959)
Restricted bank deposits (320,423) -
Trade and other payables 1,223,289 1,834,113
Contract liabilities (22,169) 409,884
Net cash (used in)/generated from operating activities (518,259) 33,785
Cash flows from investing activities
Interest received 8 73,621 26,773
Purchase of plant and equipment (91,147) (32,048)
Investment in an associate - (5)
Proceeds from disposal of plant and equipment 7,534 -
Deposits placed for life insurance policies (938,917) -
Net cash used in investing activities (948,909) (5,280)
Cash flows from financing activities
Bank interest paid 12 (131,818) (66,966)
Dividend paid to shareholders of the Company 15, 35 (29,677) (65,653)
New bank loans 31 2,473,948 -
Repayment of bank loans 31 (964,474) (54,355)
Capital element of lease liabilities paid 31 (158,804) (177,430)
Interest element of lease liabilities paid 31 (14,890) (7,043)
Net cash generated from/(used in) financing activities 1,174,285 (371,447)
Net decrease in cash and cash equivalents (292,883) (342,942)
Cash and cash equivalents at beginning of year 284,354 679,186
Effect of foreign exchange rate changes, net 11,279 (51,890)
Cash and cash equivalents at end of year 23 2,750 284,354
1. GENERAL INFORMATION
UniVision Engineering Limited (the "Company") is incorporated in Hong Kong
with limited liability and its shares are listed on the AIM of the London
Stock Exchange. The address of the Company's registered office is Unit 201,
2/F., Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong.
These financial statements are presented in Sterling Pound ("£"), which is
the presentation currency of the Company.
The Company is mainly engaged in the supply, design, installation and
maintenance of closed circuit television and surveillance systems and the sale
of security system related products in Hong Kong.
2. BASIS OF PREPARATION
Compliance with International Financial Reporting Standards
These financial statements have been prepared in accordance with International
Financial Reporting Standards ("IFRSs") issued by the International Accounting
Standards Board. The measurement basis used in the preparation of these
financial statements is the historical cost basis.
The preparation of financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets, liabilities, income
and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods. Judgements made by management in the application of IFRSs that
have significant effect on the financial statements and key sources of
estimation uncertainty are discussed in note 5 to the financial statements.
Adoption of going concern basis
The Company reported a loss of £10,265,495 for the year ended 31 March 2022.
As at 31 March 2022, the Company's equity attributable to the owners of the
Company amounted to a deficit of £1,808,945 and its current liabilities
exceeded its current assets by £4,030,769. The Company's bank borrowings were
collateralised by its deposits placed for life insurance policies of
£1,865,308 and accounts receivable of £381,812. The Company had total
unrestricted cash and bank balances of £2,750.
As disclosed in note 33 to the financial statements, the Company was in breach
of certain covenants in connection with its banking facilities. Furthermore,
as disclosed in note 34 to the financial statements, the Company was the
defendant of several litigations during the year and subsequent to 31 March
2022. In June 2022, as described in note 36 to the financial statements, the
Company received a formal notice of termination of its contract with MTR
Corporation Ltd ("MTRC") for the replacement works of the CCTV System for
MTRC's railway lines in Hong Kong, for alleged breach of contract. The
termination of MTRC contract represented a significant loss of future revenue
and profitability of the Company.
The above conditions indicate the existence of material uncertainties which
cast significant doubt regarding the Company's ability to continue as a going
concern. In view of such circumstances, management of the Company has given
careful consideration to the future liquidity and performance of the Company
and its available sources of financing in assessing whether the Company will
have sufficient financial resources to continue as a going concern. Certain
plans and measures have been or will be taken by management to mitigate the
Company's liquidity pressure and to improve its cashflows which include, but
are not limited to, the following:
· In October 2022, the Company obtained a loan of HK$12
million from a third party for short-term financing purpose;
· A potential investor has agreed to provide financial
support to the Company to maintain its normal operation. In addition, the
potential investor has provided a standby unconditional facility of HK$20
million to the Company of which the Company will be able to drawdown the
facility to fulfil its financial needs;
· The Company has been actively negotiating with the bank
on its banking facilities;
· The winding-up petitions against the Company (Note 34)
were dismissed subsequently in year 2023;
· The Company is taking measures to tighten controls over
various costs; and
· With the financial assistance from the potential
investor, the Company has resumed a part of its business. The Company will
continue to actively enhance its market position by expanding its customer
base with the aim to attain profitable and positive cash flow operations in
the coming financial year.
The directors of the Company have reviewed the Company's cash flow projections
prepared by management, which cover a period of not less than twelve months
from the date of this report. The directors are of the opinion that, taking
into account the abovementioned plans and measures, the Company will have
sufficient working capital to finance its operations and to meet its financial
obligations as and when they fall due within the next twelve months.
Accordingly, the directors are satisfied that it is appropriate to prepare the
financial statements on a going concern basis.
Should the Company fail to achieve the abovementioned plans and measures, it
might not be able to continue to operate as a going concern, and adjustments
would have to be made to write down the carrying value of the Company's assets
to their recoverable amounts, to provide for any further liabilities which
might arise, and to reclassify non-current assets and non-current liabilities
as current assets and current liabilities, respectively. The effects of these
adjustments have not been reflected in these financial statements.
3. APPLICATION OF NEW AND REVISED IFRSs
(a) Initial application of new and revised IFRSs
In the current year, the Company initially applied the following IFRSs:
Amendments to IFRS 16 COVID-19-Related Rent Concession
Amendments to IFRS 16 COVID-19-Related Rent Concessions beyond 30 June 2021
Amendments to IAS 39, IFRS 4, Interest Rate Benchmark Reform - Phase 2
IFRS 7, IFRS 9 and IFRS 16
The initial application of these amendments does not necessitate material
changes in the Company's accounting policies and retrospective adjustments of
the comparatives presented in these financial statements.
(b) IFRSs in issue but not yet effective
The following IFRSs in issue at 31 March 2022 have not been applied in the
preparation of these financial statements since they were not yet effective
for the annual period beginning on 1 April 2021:
IFRS 17 Insurance Contracts(1)
Amendments to IFRS 3 Definition of Business(1)
Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use(1)
Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract(1)
Annual Improvements to IFRSs 2018-2020 Cycle Revised Conceptual Framework for Financial Reporting(1)
Amendments to IAS 1 Classification of Liabilities as Current or Non-current(2)
Amendments to IAS 8 Definition of Accounting Estimates(2)
Amendments to IAS 12 Deferred tax related to Assets and Liabilities arising from a Single
Transaction(2)
Amendments to IFRS 10 and Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture(3)
IAS 28
(1 ) Effective for the Company's annual
financial statements beginning on 1 April 2022
(2 ) Effective for the Company's annual
financial statements beginning on 1 April 2023
(3 ) Effective for the annual periods beginning
on or after a date to be determined
The Company is in the process of making an assessment of what the impact of
these amendments, new standards and interpretations is expected to be in the
period of initial application.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4.1 Segment reporting
An operating segment is a component of the Company that engages in business
activities from which it may earn revenue and incurs expenses, including
revenue and expenses that relate to transactions with other components of the
Company. Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
4.2 Foreign currency
Functional and presentation currency
Items included in the financial statements of the Company are measured using
the currency of the primary economic environment in which the Company operates
(the "functional currency"), which is Hong Kong Dollar ("HK$"). These
financial statements are presented in Sterling Pound ("£"), which is the
Company's presentation currency. As the Company is listed on the AIM, the
directors consider that this presentation is more useful for its current and
potential investors.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss, except when deferred in
other comprehensive income as qualifying cash flow hedges and qualifying net
investment hedges.
4.3 Plant and equipment
Plant and equipment are initially recognised at cost and subsequently carried
at cost less accumulated depreciation and accumulated impairment loss. The
cost of an asset comprises its purchase price and any directly attributable
costs of bringing the asset to working condition for its intended use.
On disposal of an item of plant and equipment, the difference between the net
disposal proceeds and its carrying amount is taken to profit or loss.
Depreciation is calculated using the straight-line method to allocate their
depreciable amounts over the estimated useful lives as follows:
Furniture and fixtures 3 - 5 years
Computer equipment 2 - 5 years
Leasehold improvement 3 - 5 years
Motor vehicles 3 years
Fully depreciated plant and equipment are retained in the financial statements
until the items are no longer in use.
The residual values, useful lives and depreciation method are reviewed at the
end of each reporting period to ensure that the amount, method and period of
depreciation are consistent with previous estimates and the expected pattern
of consumption of the future economic benefits embodied in the items of plant
and equipment. The effects of any revision are recognised in profit or loss
when the changes arise.
Subsequent expenditure relating to plant and equipment that has already been
recognised is added to the carrying amount of the asset only when it is
probable that future economic benefits associated with the item will flow to
the Company and the cost of the item can be measured reliably. All other
repair and maintenance expenses are recognised in profit or loss when
incurred.
4.4 Interest in an associate
Associate is an entity in which the Company has significant influence, but not
control or joint control, over its management, including participation in the
financial and operating policy decisions.
The results and assets and liabilities of the associate are incorporated in
these financial statements using the equity method of accounting. Under the
equity method, interest in an associate is initially recorded at cost,
adjusted for any excess of the Company's share of the acquisition-date fair
values of the investee's identifiable net assets over the cost of the
investment. The cost of the investment includes purchase price, other costs
directly attributable to the acquisition of the investment, and any direct
investment into the associate that forms part of the Company's equity
investment. Thereafter, the investment is adjusted for post-acquisition
changes in the Company's share of e investee's net assets and any impairment
loss relating to the investment. When the Company's share of losses of the
associates equals or exceeds its interest in that associate (which includes
any long-term interests that, in substance, form part of the Company's net
investments in the associates), the Company discontinues recognising its share
of further losses. An additional share of losses is provided for and a
liability is recognised only to the extent that the Company has incurred legal
or constructive obligations or made payments on behalf of that associate.
Unrealised profits and losses resulting from transactions between the Company
and its associates are eliminated to the extent of the Company's interest in
the investee, except where unrealised losses provide evidence of an impairment
of the asset transferred, in which case they are recognised immediately in
profit or loss.
4.5 Impairment of non-financial assets
The carrying amounts of non-current assets, including plant and equipment and
right-of-use assets, are reviewed at the end of each reporting period to
determine whether there is any indication of impairment. If any such
indication exists, the recoverable amount is estimated.
Calculation of recoverable amount
The recoverable amount of an asset is the greater of its fair value less costs
of disposal and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the
risks specific to the asset. Where an asset does not generate cash inflows
largely independent of those from other assets, the recoverable amount is
determined for the smallest group of assets that generates cash inflows
independently (i.e. a cash-generating unit).
Recognition of impairment losses
An impairment loss is recognised in profit or loss if the carrying amount of
an asset, or the cash-generating unit to which it belongs, exceeds the
recoverable amount. Impairment losses recognised in respect of cash-generating
units are allocated first to reduce the carrying amount of any goodwill
allocated to the cash-generating unit (or group of units) and then, to reduce
the carrying amount of the other assets in the unit (or group of units) on a
pro rata basis, except that the carrying value of an asset will not be reduced
below its individual fair value less costs of disposal (if measurable) or
value in use (if determinable).
Reversals of impairment losses
An impairment loss is reversed if there has been a favourable change in the
estimates used to determine the recoverable amount. A reversal of an
impairment loss is limited to the asset's carrying amount that would have been
determined had no impairment loss been recognised in prior years. Reversals of
impairment losses are credited to profit or loss in the year in which the
reversals are recognised.
4.6 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the weighted average method and comprises design costs, raw
materials, direct labour, other direct costs and other costs incurred in
bringing the inventories to their present location and condition. Net
realisable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the estimated costs
necessary to make the sale.
4.7 Financial instruments
Financial assets and financial liabilities are recognised when the Company
becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair
value except for trade receivables arising from contracts with customers which
are initially measured in accordance with IFRS 15. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and
financial liabilities are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on initial
recognition.
4.7.1 Financial assets
Classification and subsequent measurement of financial assets
Financial assets that meet the following conditions are subsequently measured
at amortised cost:
- the financial asset is held within a business model whose
objective is to collect contractual cash flows; and
- the contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal
amount outstanding.
All other financial assets are subsequently measured at fair value through
profit or loss.
Impairment of financial assets
The Company recognises a loss allowance for ECL on financial assets and other
assets which are subject to impairment under IFRS 9. The amount of ECL is
updated at each reporting date to reflect changes in credit risk since initial
recognition.
Lifetime ECL represents the ECL that will result from all possible default
events over the expected life of the relevant instrument. In contrast,
12-month ECL represents the portion of lifetime ECL that is expected to result
from default events that are possible within 12 months after the reporting
date. Assessments are done based on the Company's historical credit loss
experience, adjusted for factors that are specific to the debtors, general
economic conditions and an assessment of both the current conditions at the
reporting date as well as the forecast of future conditions.
The Company always recognises lifetime ECL for trade receivables and contract
assets. The ECL on these assets is assessed individually for debtors with
significant balances and/or collectively using a provision matrix with
appropriate groupings. For all other instruments, the Company measures the
loss allowance equals to 12-month ECL, unless when there has been a
significant increase in credit risk since initial recognition, the Company
recognises lifetime ECL. The assessment of whether lifetime ECL should be
recognised is based on significant increases in the likelihood or risk of a
default occurring since initial recognition.
In assessing whether the credit risk of a financial instrument has increased
significantly since initial recognition, the Company compares the risk of
default occurring on the financial instrument assessed at the reporting date
with that assessed at the date of initial recognition. In making this
reassessment, the Company considers that a default event occurs when (i) the
borrower is unlikely to pay its credit obligations to the Company in full,
without recourse by the Company to actions such as realising security (if any
is held); or (ii) the financial asset is 90 days past due. The Company
considers both quantitative and qualitative information that is reasonable and
supportable, including historical experience and forward-looking information
that is available without undue cost or effort.
In particular, the following information is taken into account when assessing
whether credit risk has increased significantly since initial recognition:
- failure to make payments of principal or interest on their
contractually due dates;
- an actual or expected significant deterioration in a
financial instrument's external or internal credit rating (if available);
- an actual or expected significant deterioration in the
operating results of the debtor; and
- existing or forecast changes in the technological, market,
economic or legal environment that have a significant adverse effect on the
debtor's ability to meet it obligation to the Company.
Depending on the nature of the financial instruments, the assessment of a
significant increase in credit risk is performed on either an individual basis
or a collective basis. When the assessment is performed on a collective basis,
the financial instruments are grouped based on shared credit risk
characteristics, such as past due status and credit risk ratings.
ECLs are re-measured at each reporting date to reflect changes in the
financial instrument's credit risk since initial recognition. Any change in
the ECL amount is recognised as an impairment gain or loss in profit or loss.
The Company recognises an impairment gain or loss for all financial
instruments with a corresponding adjustment to their carrying amount through a
loss allowance account, except for investments in debts securities that are
measured at fair value through other comprehensive income (recycling), for
which the loss allowances are recognised in other comprehensive income and
accumulated in the fair value reserve (recycling).
Interest income is calculated based on the gross carrying amount of the
financial asset unless the financial asset is credit-impaired, in which case
interest income is calculated based on the amortised cost (i.e. the gross
carrying amount less loss allowance) of the financial asset.
At each reporting date, the Company assesses whether a financial asset is
credit-impaired. A financial asset is credit-impaired when one or more events
that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred. Evidence that a financial asset is
credit-impaired includes the following observable events:
- significant financial difficulties of the debtor;
- a breach of contract, such as a default or delinquency in
interest or principal payments;
- it becoming probable that the borrower will enter into
bankruptcy or other financial reorganisation;
- significant changes in the technological, market, economic
or legal environment that have an adverse effect on the debtor; or
- the disappearance of an active market for a security because
of financial difficulties of the issuer.
The gross carrying amount of a financial asset or contract asset is written
off (either partially or in full) to the extent that there is no realistic
prospect of recovery. This is generally the case when the Company determines
that the debtor does not have assets or sources of income that could generate
sufficient cash flows to repay the amounts subject to the write-off.
Subsequent recoveries of an asset that was previously written off are
recognised as a reversal of impairment in profit or loss in the period in
which the recovery occurs.
4.7.2 Financial liabilities and equity instruments
Debt and equity instruments issued by the Company are classified as either
financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an
equity instrument.
Equity instrument
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Company are recognised at the proceeds received, net of direct
issue costs.
Financial liabilities
Financial liabilities are subsequently measured at amortised cost, using the
effective interest method.
Effective interest method
The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees paid or received that form
an integral part of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the financial liability
or, where appropriate, a shorter period, to the net carrying amount on initial
recognition. Interest expense is recognised on an effective interest basis.
4.7.3 Derecognition
The Company derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset in its entirety, the difference between
the asset's carrying amount and the sum of the consideration received and
receivable and the cumulative gain or loss that had been recognised in other
comprehensive income and accumulated in equity is recognised in profit or
loss.
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or expire. The difference
between the carrying amount of the financial liability derecognised and the
consideration paid and payable is recognised in profit or loss.
4.7.4 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the
statement of financial position when there is a legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability simultaneously.
4.8 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, demand deposits
with banks and other financial institutions, and short-term, highly liquid
investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value, having been within
three months of maturity at acquisition.
4.9 Dividend distributions
Dividend distributions to the Company's shareholders are recognised as
liabilities in the financial statements in the period in which the dividends
are approved by the shareholders or directors, where appropriate.
4.10 Revenue recognition
Revenue from contracts with customers
The Company recognises revenue when (or as) a performance obligation is
satisfied, i.e. when "control" of the goods or services underlying the
particular performance obligation is transferred to the customer.
A performance obligation represents a good or service (or a bundle of goods or
services) that is distinct or a series of distinct goods or services that are
substantially the same.
Control is transferred over time and revenue is recognised over time by
reference to the progress towards complete satisfaction of the relevant
performance obligation if one of the following criteria is met:
- the customer simultaneously receives and consumes the
benefits provided by the Company's performance as the Company performs;
- the Company's performance creates or enhances an asset that
the customer controls as the Company performs; or
- the Company's performance does not create an asset with an
alternative use to the Company and the Company has an enforceable right to
payment for performance completed to date.
Otherwise, revenue is recognised at a point in time when the customer obtains
control of the distinct good or service.
A contract asset represents the Company's right to consideration in exchange
for goods or services that the Company has transferred to a customer that is
not yet unconditional. It is assessed for impairment in accordance with IFRS
9. In contrast, a receivable represents the Company's unconditional right to
consideration, i.e. only the passage of time is required before payment of
that consideration is due.
A contract liability represents the Company's obligation to transfer goods or
services to a customer for which the Company has received consideration (or an
amount of consideration is due) from the customer.
A contract asset and a contract liability relating to the same contract are
accounted for and presented on a net basis.
Contracts with multiple performance obligations (including allocation of
transaction price)
For contracts that contain more than one performance obligations (provision of
design and installation services and sales of goods), the Company allocates
the transaction price to each performance obligation on a relative stand-alone
selling price basis.
The stand-alone selling price of the distinct good or service underlying each
performance obligation is determined at contract inception. It represents the
price at which the Company would sell a promised good or service separately to
a customer. If a stand-alone selling price is not directly observable, the
Company estimates it using appropriate techniques such that the transaction
price ultimately allocated to any performance obligation reflects the amount
of consideration to which the Company expects to be entitled in exchange for
transferring the promised goods or services to the customer.
Over time revenue recognition: measurement of progress towards complete
satisfaction of a performance obligation
The progress towards complete satisfaction of a performance obligation is
measured based on input method, which is to recognise revenue on the basis of
the Company's efforts or inputs to the satisfaction of a performance
obligation relative to the total expected inputs to the satisfaction of that
performance obligation, that best depicts the Company's performance in
transferring control of goods or services.
Service revenue from supply, design and installation of closed circuit
television and surveillance systems is recognised over time by reference to
the progress towards complete satisfaction of the relevant performance
obligation using input method as the Company's performance does not create an
asset with an alternative use to the Company and the Company has an
enforceable right to payment for performance completed to date.
Service revenue from maintenance contracts is recognised over time as the
customer simultaneously receives and consumes the benefits provided by the
Company. Revenue is recognised on a straight-line basis because the Company's
inputs are expended evenly throughout the performance period.
Trading income is recognised at a point in time when the customer obtains
control of the distinct good.
4.11 Leases
At inception of a contract, the Company assesses whether the contract is, or
contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. Control is conveyed
where the customer has both the right to direct the use of the identified
asset and to obtain substantially all of the economic benefits from that use.
As a lessee
Where the contract contains lease component(s) and non-lease component(s), the
Company has elected not to separate non-lease components and accounts for each
lease component and any associated non-lease components as a single lease
component for all leases.
At the lease commencement date, the Company recognises a right-of-use asset
and a lease liability, except for short-term leases that have a lease term of
12 months or less and leases of low-value assets. When the Company enters into
a lease in respect of a low-value asset, the Company decides whether to
capitalise the lease on a lease-by-lease basis. The lease payments associated
with those leases which are not capitalised are recognised as an expense on a
systematic basis over the lease term.
Where the lease is capitalised, the lease liability is initially recognised at
the present value of the lease payments payable over the lease term,
discounted using the interest rate implicit in the lease or, if that rate
cannot be readily determined, using a relevant incremental borrowing rate.
After initial recognition, the lease liability is measured at amortised cost
and interest expense is calculated using the effective interest method.
Variable lease payments that do not depend on an index or rate are not
included in the measurement of the lease liability and hence are charged to
profit or loss in the accounting period in which they are incurred.
The right-of-use asset recognised when a lease is capitalised is initially
measured at cost, which comprises the initial amount of the lease liability
plus any lease payments made at or before the commencement date, and any
initial direct costs incurred. Where applicable, the cost of the right-of-use
assets also includes an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is
located, discounted to their present value, less any lease incentives
received. The right-of-use asset is subsequently stated at cost less
accumulated depreciation (Note 17) and impairment losses.
The lease liability is remeasured when there is a change in future lease
payments arising from a change in an index or rate, or there is a change in
the Company's estimate of the amount expected to be payable under a residual
value guarantee, or there is a change arising from the reassessment of whether
the Company will be reasonably certain to exercise a purchase, extension or
termination option. When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying amount of the right-of-use
asset, or is recorded in profit or loss if the carrying amount of the
right-of-use asset has been reduced to zero.
The Company presents right-of-use assets and lease liabilities separately in
the statement of financial position.
4.12 Employee benefits
Employee benefits comprise short-term employee benefits and contributions to
defined contribution retirement plans.
Short-term employee benefits, including salaries, annual bonuses, paid annual
leave and leave passage, contributions to defined contribution retirement
plans and the cost of non-monetary benefits are accrued in the year in which
the associated services are rendered by employees. Where payment or settlement
is deferred and the effect would be material, these amounts are stated at
their present values.
Contributions to the defined contribution scheme are charged to profit or loss
when incurred.
4.13 Government grants
Government grants are recognised at their fair value where there is reasonable
assurance that the grant will be received and all attaching conditions will be
complied with. When the grant related to an expense item, it is recognised as
income on a systematic basis over the periods that the costs, which it is
intended to compensate, are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred
income account and is released to profit or loss over the expected useful life
of the relevant asset by equal annual instalments or deducted from the
carrying amount of the asset and released to profit or loss by way of a
reduced depreciation charge.
4.14 Income tax
Income tax expense for the year comprises current and deferred tax. Tax is
recognised in the statement of profit or loss and other comprehensive income,
except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also
recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Company operates and generates taxable income. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to
be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. However, deferred tax
liabilities are not recognised if they arise from the initial recognition of
goodwill; deferred income tax is not accounted for if it arises from initial
recognition of an asset or a liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the end of the
reporting period and are expected to apply when the related deferred income
tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred income taxes assets and liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities where there is an intention to settle the
balances on a net basis.
4.15 Provisions and contingent liabilities
Provisions are recognised for other liabilities of uncertain timing or amount
when the Company has a legal or constructive obligation arising as a result of
a past event, it is probable that an outflow of economic benefits will be
required to settle the obligation and a reliable estimate can be made. Where
the time value of money is material, provisions are stated at the present
value of the expenditure expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be
required, or the amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability, unless the probability of outflow is
remote. Possible obligations, whose existence will only be confirmed by the
occurrence or non-occurrence of one or more future events are also disclosed
as contingent liabilities unless the probability of outflow is remote.
4.16 Events after the reporting period
Events after the reporting period that provide additional information about
the Company at the end of the reporting period or those that indicate the
going concern assumption is not appropriate are adjusting events and are
reflected in the financial statements. Events after the reporting period that
are not adjusting events are disclosed in the notes to the financial
statements when material.
4.17 Related parties
A person or a close member of that person's family is related to the Company
if that person:
(i) has control or joint control over the Company;
(ii) has significant influence over the Company; or
(iii) is a member of the key management personnel of the Company
or the Company's parent.
An entity is related to the Company if any of the following conditions
applies:
(i) The entity and the Company are members of the same group
(which means that each parent, subsidiary and fellow subsidiary is related to
the others).
(ii) One entity is an associate or joint venture of the other
entity (or an associate or joint venture of a member of a group of which the
other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other
entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit
of employees of either the Company or an entity related to the Company.
(vi) The entity is controlled or jointly controlled by a person
identified in the above paragraph.
(vii) A person identified in (i) of the above paragraph has
significant influence over the entity or is a member of the key management
personnel of the entity (or of a parent of the entity).
(viii) The entity, or any member of a group of which it is a part,
provides key management personnel services to the Company or to the Company's
parent.
Close members of the family of a person are those family members who may be
expected to influence, or be influenced by, that person in their dealings with
the entity.
5. KEY SOURCES OF ESTIMATION UNCERTAINTY
The following are the key assumptions concerning the future and other key
sources of estimation uncertainty at the end of the reporting period that have
a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
Going concern consideration
In the process of applying the Company's accounting policies, apart from those
involving estimations, management has prepared the financial statements on the
assumption that the Company will be able to operate as a going concern in the
coming year, which is a critical judgement that has the most significant
effect on the amounts recognised in the financial statements. The assessment
of the going concern assumption involves making a judgement by the Directors,
at a particular point of time, about the future outcome of events or
conditions which are inherently uncertain. The Directors consider that the
Company has the capability to continue as a going concern and the major events
or conditions, which may give rise to business risks, that individually or
collectively may cast significant doubt upon the going concern assumption are
set out in Note 2 to the financial statements.
Revenue recognition on service contracts
The Company recognises revenue on service contracts from supply, design and
installation of closed circuit television and surveillance systems by
reference to the progress towards complete satisfaction of the relevant
performance obligation using the input method, measured based on the
proportion of contract costs incurred for work performed to date relative to
the estimated total contract costs. The management regularly discusses with
the project team in order to review and revise the estimates of the total
contract costs and stage of completion of the work performed to date with
reference to the performance and status of corresponding service contract
work. Accordingly, revenue recognition on service contracts involves a
significant degree of management estimates and judgment, with estimates being
made to assess the total contract costs and contract costs incurred for work
performed to date.
The management reviews and revises the estimates of total contract costs and
contract costs incurred for work performed to date as the contract progresses,
the actual outcome of the contract in terms of its total costs may be higher
or lower than the estimates and this will affect the revenue and profit
recognised.
Estimated provision of ECL for receivables measured at amortised cost and
contract assets
The management of the Company estimates the amount of impairment loss for ECL
on receivables measured at amortised cost and contract assets based on the
credit risk of these assets. The amount of the impairment loss based on ECL
model is measured as the difference between all contractual cash flows that
are due to the Company in accordance with the contract and all the cash flows
that the Company expects to receive, discounted at the effective interest rate
determined at initial recognition. Where the future cash flows are less than
expected, or being revised downward due to changes in facts and circumstances,
a material impairment loss may arise.
The provision of ECL is sensitive to changes in estimates.
Income taxes
The Company is subject to profits tax in Hong Kong. Significant estimates are
required in determining the provision for income taxes. There are many
transactions and calculations for which the ultimate tax determination is
uncertain during the ordinary course of business. Where the final tax outcome
of these matters is different from the amounts that were initially recorded,
such differences will impact the income tax and deferred tax provisions in the
period in which such determination is made.
As at 31 March 2022, the Company has unused tax losses of approximately
£6,074,000 (2021: £1,452,000) available for offset against future profits
and no deferred tax asset has been recognised thereon. In cases where there
are future profits generated to utilise the tax losses, a material deferred
tax asset may arise, which would be recognised in the statement of profit or
loss and other comprehensive income for the period in which such a recognition
takes place.
6. FINANCIAL INSTRUMENTS
(a) Categories of financial instruments
2022 2021
£ £
Financial assets
Amounts due from related companies - 2,842,805
Deposits placed for life insurance policies 1,865,308 862,476
Trade and other receivables 906,368 1,670,272
Cash and bank balances 323,173 284,354
Financial liabilities
Trade and other payables 6,643,457 5,179,172
Amount due to a related company - 393,074
Bank borrowings 2,141,675 561,535
Lease liabilities 336,770 64,883
Details of the Company's major financial instruments are disclosed in the
respective notes. The risks associated with these financial instruments
include currency risk, interest rate risk, credit risk and liquidity risk. The
policies on how these risks are mitigated are set out below. The Company's
management manages and monitors these exposures to ensure appropriate measures
are implemented in a timely and effective manner.
(i) Market risk
Currency risk
The Company has foreign currency transactions and foreign currency denominated
financial assets and liabilities, which expose the Company to foreign currency
risk.
The carrying amounts of the Company's foreign currency denominated financial
assets and liabilities at the end of each reporting period are as follows:
Assets Liabilities
2022 2021 2022 2021
£ £ £ £
Renminbi - 5,178 615,281 571,306
United States dollar 1,876,403 869,314 773,687 598,596
The Company currently does not have any policy on hedges of foreign currency
risk. However, the management monitors the foreign currency risk exposure
and will consider hedging significant foreign currency risk should the need
arise.
The following table details the Company's sensitivity to a 5% increase and
decrease in Sterling Pound against the relevant foreign currencies with all
other variables held constant. 5% (2021: 5%) is the sensitivity rate used when
reporting foreign currency risk internally to key management personnel and
represents management's assessment of the reasonably possible change in
foreign exchange rates. The sensitivity analysis includes only outstanding
foreign currency denominated financial instruments and adjusts their
translation at the end of the reporting period for a 5% (2021: 5%) change in
foreign currency rates. "+" represents an increase and "-" represents a
decrease in the amount.
2022 2021
£ £
Renminbi
Post-tax (loss)/profit for the year -/+ 30,764 +/- 28,306
United States dollar
Post-tax (loss)/profit for the year +/- 55,136 -/+ 13,536
Interest rate risk
The Company is exposed to fair value interest rate risk in relation to its
deposits placed for life insurance policies. The Company is exposed to cash
flow interest rate risk due to fluctuation of the prevailing market interest
rate on bank borrowings which carry interest at prevailing market interest
rates as shown in notes 27 and 33 to the financial statements.
The Company currently does not have an interest rate hedging policy. However,
the management monitors interest rate exposure and will consider hedging
significant interest rate exposure should the need arises.
The Company's exposure to interest rates on financial liabilities is detailed
in the liquidity risk management section of this note.
The sensitivity analysis below has been determined based on the change in
interest rates and the exposure to interest rates for the non-derivative
financial liabilities at the end of the reporting period and on the assumption
that the amount outstanding at the end of the reporting period was outstanding
for the whole year and held constant throughout the financial year. The 25
basis points increase or decrease represents the management's assessment of a
reasonably possible change in interest rates over the period until the next
fiscal year. The analysis is performed on the same basis for 2021.
For the year ended 31 March 2022, if interest rates had been 25 basis points
higher/lower with all other variables held constant, the Company's post-tax
loss (2021: profit) for the year would increase/decrease (2021:
decrease/increase) by approximately £6,400 (2021: £4,600).
(ii) Credit risk
At 31 March 2022, the Company's maximum exposure to credit risk in the event
of the counterparties' failure to perform their obligations in relation to
each class of recognised financial assets is the carrying amount of those
assets as stated in the statement of financial position.
In order to minimise credit risk, the management has a credit policy in place
and the exposure to these credit risks is monitored on an ongoing basis.
Credit evaluations of the counterparties' financial position and conditions
are performed on each and every major debtor periodically.
The Company measures ECLs for trade and other receivables and contract assets
at an amount calculated using a provision matrix, details of which are set out
in notes 21 and 22 to the financial statements. At the end of the reporting
period, the Company had concentrations of credit risk where trade and other
receivables balance of the Company's largest external customer exceeds 10% of
the total trade and other receivables at the end of the reporting period.
The credit risk on deposits placed for life insurance policies and liquid
funds is limited because the counterparties are banks/financial institutions
with high credit ratings assigned by international credit rating agencies.
The Company's exposure credit risk is considered limited.
(iii) Liquidity risk
The Company is responsible for its own cash management, including the raising
of loans to cover the expected cash demands. In managing liquidity risk, the
Company's policy is to regularly monitor current and expected liquidity
requirements and its compliance with lending covenants, to ensure that it
maintains sufficient reserves of cash and adequate committed funding lines
from the financial institutions and potential investor to meet its liquidity
requirements in the short and longer term. At 31 March 2022, the Company's
banking facilities amounted to £4,440,541 (2021: £3,837,155) and the unused
facilities were £1,873,458 (2021: £2,003,387).
The following table details the contractual maturities of the Company's
non-derivative financial liabilities at the end of each reporting period,
which is based on the undiscounted cash flows and the earliest date on which
the Company can be required to pay. The table includes both interest and
principal cash flows.
2022
Weighted
average Within More than More than Carrying
effective 1 year 1 year but 2 years but Total amount
interest or on less than less than undiscounted at 31
rate demand 2 years 5 years cash flows March 2022
% £ £ £ £ £
Trade and other payables 5 * 6,643,457 - - 6,643,457 6,643,457
Bank borrowings 2.42 2,268,906 - - 2,268,906 2,141,675
Lease liabilities 5.125 214,087 127,956 10,695 352,738 336,770
9,126,450 127,956 10,695 9,265,101 9,121,902
2021
Weighted Within More than More than Carrying
average 1 year 1 year but 2 years but Total amount
effective or on less than less than undiscounted at 31
interest rate demand 2 years 5 years cash flow March 2021
% £ £ £ £ £
Trade and other payables 5 * 5,179,172 - - 5,179,172 5,179,172
Amount due to a related company Nil - 393,074 - 393,074 393,074
Bank borrowings 1.61 562,280 - - 562,280 561,535
Lease liabilities 5.125 44,744 23,276 - 68,020 64,883
5,786,196 416,350 - 6,202,546 6,198,664
* Represents interest rate applicable to bills payable. Other items of trade
and other payables are interest-free.
(c) Fair value
The directors of the Company consider that the carrying amounts of financial
assets and financial liabilities recorded at amortised cost in these financial
statements approximate their fair values at the end of the reporting period.
(d) Capital risk management
The primary objectives when managing capital are to safeguard the Company's
ability to continue as a going concern, so that it can continue to provide
returns for shareholders and benefits for other stakeholders and to maintain
an optimal capital structure to reduce the cost of capital.
The Company actively and regularly reviews and manages the capital structure
to maintain a balance between the higher shareholder returns that might be
possible with a higher level of borrowings and the advantages and security
afforded by a sound capital position, and makes adjustments to the capital
structure in light of changes in economic conditions.
The Company monitors its capital structure on the basis of a net
debt-to-adjusted capital ratio. For this purpose, net debt is defined as total
debt less bank deposits and cash and cash equivalents. Adjusted capital
comprises all components of equity less proposed dividends but not yet
accrued.
The strategy during 2022, which is unchanged from 2021, is to maintain the net
debt-to-adjusted capital ratio as low as feasible. In order to maintain or
adjust the ratio, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets
to reduce debt.
The net debt-to-adjusted capital ratio of the Company at the end of the
reporting period is as follows:
2022 2021
£ £
Total liabilities 10,732,408 7,770,909
Cash and bank balances (323,173) (284,354)
Net debt 10,409,235 7,486,555
Total equity (1,808,945) 8,159,891
Net debt-to-adjusted capital ratio N/A 92%
7. SEGMENT INFORMATION
Management has determined the operating segments based on the reports reviewed
by the chief operating decision maker, being the chief executive officer, that
are used to make strategic decisions.
Information reported to the chief operating decision maker for the purpose of
resource allocation and assessment of segment performance focuses on types of
goods or services delivered or provided. The Company has a single reportable
operating segment in security and surveillance business for the years ended 31
March 2022 and 2021.
(a) Segment revenues and results
The following is an analysis of the Company's revenue and results by operating
segment:
2022 2021
£ £
Segment revenue by major products and services
- Construction contracts 3,449,207 9,048,983
- Maintenance contracts 478,192 1,650,094
- Product sales 35,169 246,210
Revenue from contracts with customers and external customers 3,962,568 10,945,287
Segment (loss)/profit (10,118,787) 637,363
Finance costs (146,708) (74,009)
(Loss)/profit before income tax (10,265,495) 563,354
(b) Information about major customers
Revenue of approximately £1,818,042 (2021: £8,622,281) is derived from one
external customer (2021: one external customer), who contributed to 10% or
more of the Company's revenue in 2022 and 2021.
8. OTHER INCOME
2022 2021
£ £
Interest income 73,621 26,773
Government grants - Note - 392,936
Sundry income 924 2,851
74,545 422,560
Note:
Government grants represent the approved amount of wage subsidies under the
Employment Support Scheme launched by the HKSAR Government and subsidies
received from the Anti-Epidemic Fund of the HKSAR Government.
9. OTHER GAINS AND LOSSES, NET
2022 2021
£ £
Foreign exchange gain/(loss), net 3,298 (689)
Gain on disposal of plant and equipment 3,202 -
Inventories written-off - (32,787)
6,500 (33,476)
10. EXPENSES BY NATURE
(a) Cost of sales, selling and distribution, administrative
expenses
2022 2021
£ £
Cost of inventories recognised as expenses 2,869,723 5,975,575
Sub-contracting costs 2,036,477 1,341,994
Depreciation - Plant and equipment 57,177 55,607
Depreciation - Right-of-use assets 164,630 173,933
Selling and distribution cost 3,193 3,189
Short-term lease expenses 56,246 86,680
Other expenses 750,125 437,568
Staff costs, including directors' remuneration
- Wages and salaries 2,249,025 2,494,170
- Pension scheme contributions 94,767 102,388
2,343,792 2,596,558
Auditor's remuneration
- Audit services 24,751 25,904
Total cost of sales, selling and distribution, administrative expenses 8,306,114 10,697,008
(b) Impairment loss on assets
2022 2021
£ £
Impairment loss on amounts due from related companies 2,004,429 -
Impairment loss on contract assets 543,685 -
Allowance of obsolete inventories 2,207,987 -
Impairment loss on assets 4,756,101 -
11. DIRECTORS' REMUNERATION
Directors' remuneration for the year is as follows:
Salaries, bonuses and allowances Pension scheme contributions 2022
£ £ £
Executive directors
Stephen Sin Mo KOO - - -
Peter Yip Tak CHAN 71,297 1,695 72,992
Edward Keung Hung LI 19,705 424 20,129
Danny Kwok Fai YIP 66,603 1,695 68,298
Ivan Chi Hung CHAN 59,900 1,695 61,595
217,505 5,509 223,014
Non-executive directors
Nicholas James LYTH 10,737 - 10,737
Ivor Colin SHRAGO 13,562 - 13,562
24,299 - 24,299
241,804 5,509 247,313
Messrs. Edward Keung Hung LI, Danny Kwok Fai YIP, Ivan Chi Hung CHAN, Nicholas
James LYTH and Ivor Colin SHRAGO resigned as the Company's directors on 1 July
2021, 14 December 2022, 1 August 2022, 17 January 2022 and 23 November 2022
respectively.
Salaries, bonuses and allowances Pension scheme contributions 2021
£ £ £
Executive directors
Stephen Sin Mo KOO - - -
Peter Yip Tak CHAN 79,555 1,773 81,328
Edward Keung Hung LI 49,384 1,330 50,714
Danny Kwok Fai YIP 74,317 1,773 76,090
Ivan Chi Hung CHAN 49,800 1,330 51,130
253,056 6,206 259,262
Non-executive directors
Nicholas James LYTH 14,183 - 14,183
Ivor Colin SHRAGO 14,183 - 14,183
28,366 - 28,366
281,422 6,206 287,628
Messrs. Edward Keung Hung LI and Ivan Chi Hung CHAN were appointed as the
Company's directors on 24 June 2021.
12. FINANCE COSTS
2022 2021
£ £
Interest expense on bills payable and factoring 64,612 49,479
Interest expense on bank borrowings 40,896 12,805
Interest expense on bank overdraft 26,310 4,682
Interest on lease liabilities 14,890 7,043
146,708 74,009
13. INCOME TAX
(a) Income tax in the statement of profit or loss and other
comprehensive income
No provision for Hong Kong profits tax has been accrued in these financial
statements as the Company has unused tax losses brought forward to offset
against its taxable profit for the year.
Reconciliation between income tax and (loss)/profit before income tax is as
follows:
2022 2021
£ £
(Loss)/profit before income tax (10,265,495) 563,354
Notional tax on (loss)/profit before income tax, calculated at Hong Kong (1,693,807) 92,953
profits tax rate of 16.5%
Tax effect of non-taxable income (1,143) (64,835)
Tax effect of non-deductible expenses 977,897 13,133
Tax effect of temporary differences not recognised (12,635) (6,595)
Tax effect of unused tax losses not recognised 729,688 -
Utilisation of unrecognised tax losses - (34,656)
Income tax - -
(b) Deferred tax
At 31 March 2022, the Company's significant temporary difference included
unused tax losses of £6,074,072 (2021: £1,452,190) available for offset
against future taxable profits. No deferred tax asset has been recognised due
to the uncertainty of future profit streams.
2022 2021
£ £
Balance at beginning of year 1,452,190 1,838,451
Adjusted loss for the year 4,422,353 -
Set-off against assessable profit for the year - (210,035)
Foreign exchange difference 199,529 (176,226)
Balance at end of year 6,074,072 1,452,190
No provision for deferred tax liabilities has been made in the financial
statements as the tax effect of temporary differences arising from
depreciation allowances is immaterial to the Company.
14. (LOSS)/EARNINGS PER SHARE
The calculation of basic (loss)/earnings per share is based on the loss
attributable to the equity shareholders of the Company for the year of
£10,265,495 (2021: profit attributable to the equity shareholders of the
Company of £563,354), and the weighted average of 383,677,323 (2021:
383,677,323) ordinary shares in issue during the year.
There were no potential dilutive instruments at either financial year end.
15. DIVIDENDS
(i) Dividends payable to equity shareholders of the Company
attributable to the year:
2022 2021
£ £
No final dividend proposed after the reporting period (2021: 0.26 HK cents, - 93,361
equivalent to 0.0243 pence, per ordinary share)
The final dividend proposed after the reporting period has not been recognised
as a liability at the end of the reporting period.
(ii) Dividends payable to equity shareholders of the Company
attributable to the previous financial year, approved and paid during the year
2022 2021
£ £
Final dividend in respect of the previous financial year, approved and paid 93,952 207,843
during the year, of 0.26 HK cents, equivalent to 0.0243 pence, per ordinary
share (2021: 0.55 HK cents, equivalent to 0.05417 pence per ordinary share)
16. PLANT AND EQUIPMENT
Furniture Computer Motor Leasehold Total
and fixtures equipment vehicles improvement
£ £ £ £ £
Cost
At 1 April 2020 186,969 121,975 122,438 - 431,382
Additions 15,310 16,738 - - 32,048
Foreign translation difference (19,747) (13,220) (12,433) - (45,400)
At 31 March 2021 182,532 125,493 110,005 - 418,030
Additions 5,967 4,871 55,078 25,231 91,147
Disposal - - (21,662) - (21,662)
Foreign translation difference 7,292 5,039 5,359 817 18,507
At 31 March 2022 195,791 135,403 148,780 26,048 506,022
Accumulated depreciation
At 1 April 2020 94,378 101,400 100,483 - 296,261
Charge for the year 31,755 12,155 11,697 - 55,607
Foreign translation difference (11,165) (10,901) (10,786) - (32,852)
At 31 March 2021 114,968 102,654 101,394 - 319,016
Charge for the year 30,652 12,886 8,463 5,176 57,177
Disposal - - (17,330) - (17,330)
Foreign translation difference 5,463 4,408 3,658 168 13,697
At 31 March 2022 151,083 119,948 96,185 5,344 372,560
Net book value
At 31 March 2022 44,708 15,455 52,595 20,704 133,462
At 31 March 2021 67,564 22,839 8,611 - 99,014
17. RIGHT-OF-USE ASSETS
Motor Leasehold
vehicle properties Total
£ £ £
Cost
At 1 April 2020 - 462,339 462,339
Additions 35,163 - 35,163
Expiry of lease arrangements - (283,310) (283,310)
Lease modification - (60,539) (60,539)
Foreign translation difference (1,751) (29,828) (31,579)
At 31 March 2021 33,412 88,662 122,074
Additions - 445,031 445,031
Early termination of lease (33,624) - (33,624)
Foreign translation difference 212 17,844 18,056
At 31 March 2022 - 551,537 551,537
Accumulated depreciation
At 1 April 2020 - 186,220 186,220
Charge for the year 5,861 168,072 173,933
Expiry of lease arrangements - (283,310) (283,310)
Lease modification - (2,523) (2,523)
Foreign translation difference (292) (13,046) (13,338)
At 31 March 2021 5,569 55,413 60,982
Charge for the year 3,362 161,268 164,630
Early termination of lease (8,966) - (8,966)
Foreign translation difference 35 7,372 7,407
At 31 March 2022 - 224,053 224,053
Net book value
At 31 March 2022 - 327,484 327,484
At 31 March 2021 27,843 33,249 61,092
The Company has entered into lease agreements to obtain the right to use motor
vehicle and properties as its office premises and warehouse and as a result
incurred lease liabilities (Note 26). The leases typically run for an initial
period of 2 to 5 years.
18. INTEREST IN AN ASSOCIATE
2022 2021
£ £
Cost of unlisted investment in an associate 5 5
Details of the Company's associate at the end of the reporting period are as
follows:
Place of Issued and Proportion
establishment paid-up of ownership Principal
Name of associate and operation capital interest activity
Vision Key International Limited Hong Kong HK$100 50% Inactive
The associate is inactive and the Company did not share any post-acquisition
financial results of the associate during the year. The Company appointed one
director to the associate's board of directors which consists of three
directors. The Company does not control the associate.
19. DEPOSITS PLACED FOR A LIFE INSURANCE POLICY
In April 2019 and April 2021, the Company entered into
life insurance policies with an insurance company to insure Mr. Stephen Sin Mo
KOO, a Director of the Company. Under the policies, the Company is the
beneficiary and policy holder and the total insured sum is US$5,000,000 (2021:
US$2,500,000). The Company has paid upfront deposits of US$1,203,528 and
US$1,296,929 respectively. The Company can terminate the policies at any time
and receive cash back based on the cash value of the policy at the date of
withdrawal, which is determined by the upfront deposit payments of
US$2,500,457 (2021: US$1,203,528) plus accumulated interest earned and minus
the accumulated insurance charge and policy expense charge ("Cash Value").
In addition, if withdrawal is made between the first to nineteenth policy
year, as appropriate, a specified amount of surrender charge would be imposed.
The insurance company will pay the Company an interest of 4.25% per annum on
the outstanding Cash Value for the first year. Commencing on the second year,
the interest will be at least 2% guarantee interest per annum. The guarantee
interest rate is also the effective interest rate for the deposit placed on
initial recognition, determined by discounting the estimated future cash
receipts through the expected life of the insurance policy, excluding the
financial effect of surrender charge.
The deposit placed is carried at amortised cost using the effective interest
method. The Directors considered that the possibility of terminating the
policy during the first to nineteenth policy year was low and the expected
life of the insurance policy remained unchanged since the initial recognition.
Accordingly, the difference between the carrying amounts of deposits placed
for life insurance policies as at 31 March 2022 and the Cash Value of the life
insurance policies are insignificant.
At 31 March 2022, the life insurance policies has been pledged as security for
banking facilities granted to the Company (Note 33).
20. INVENTORIES
2022 2021
£ £
Raw materials 289,461 279,261
Finished goods 4,354,873 1,304,835
Less: allowance for obsolete inventories (2,279,410) -
2,364,924 1,584,096
Provision for obsolete inventories for the year of £2,207,987 on slow-moving
inventories is recognised (2021: £Nil). No inventories write-off for the year
is recognised (2021: £32,787).
21. TRADE AND OTHER RECEIVABLES
2022 2021
£ £
Trade receivables 717,763 403,230
Less: allowance for doubtful debts (61,626) (59,319)
Trade receivables, net 656,137 343,911
Other receivables 123,153 1,198,861
Deposits and prepayments 164,805 165,717
Total carrying amount 944,095 1,708,489
All of the trade and other receivables are expected to be recovered within one
year. At 31 March 2022, trade receivables of £381,812 (2021 : Nil) were
pledged as security for banking facilities granted to the Company (Note 33).
Trade receivables
Impairment losses in respect of trade receivables are recorded using an
allowance account unless the Company is satisfied that recovery of the amount
is remote, in which case the impairment loss is written off against trade
receivables directly. Movements in the allowance for doubtful debts:
2022 2021
£ £
At beginning of year 59,319 66,024
Foreign translation difference 2,307 (6,705)
At end of year 61,626 59,319
The ageing analysis of trade receivables, net at the end of the reporting
period is as follows:
2022 2021
£ £
0 to 90 days 606,689 325,415
91 to 365 days 31,152 3,793
Over 365 days 18,296 14,703
656,137 343,911
The Company measures loss allowances for trade receivables at an amount equals
to lifetime ECLs, which is calculated using a provision matrix. As the
Company's historical credit loss experience does not indicate significantly
different loss patterns for different customer segments, the loss allowance
based on past due status is not further distinguished between the Company's
different customer bases.
The following table provides information about the Company's exposure to
credit risk and ECLs for trade receivables at the end of the reporting period:
2022 2021
Expected Gross carrying amount Loss allowance Expected Gross carrying amount Loss allowance
loss rate loss rate
% £ £ % £ £
0 to 90 days - 606,689 - - 325,415 -
91 to 365 days - 31,152 - - 3,793 -
Over 365 days 77 79,922 61,626 80 74,022 59,319
717,763 61,626 403,230 59,319
Expected loss rates are based on actual loss experience over the past 3 years.
These rates are adjusted to reflect differences between economic conditions
during the periods over which the historic data has been collected, current
conditions and the Company's view of economic conditions over the expected
lives of the receivables.
Other receivables
The amount of £58,062 (2021: £284,072) included in other receivable is
interest-free, repayable on demand and due from Mr. Stephen Sin Mo KOO, a
Director of the Company.
No loss allowance was recognised in profit or loss during the years ended 31
March 2022 and 2021.
22. CONTRACT ASSETS
2022 2021
£ £
Supply, design and installation of closed circuit television and surveillance 2,934,194 8,439,488
systems services
The contract assets primarily relate to the Company's right to consideration
for work completed and not billed because the rights are conditioned on the
Company's future performance in achieving specified milestones at the
reporting date on the comprehensive architectural services. The contract
assets are transferred to trade receivables when the rights become
unconditional. The Company typically transfers contract assets to trade
receivables upon achieving the specified milestones in the contracts.
Retention monies held by customers for contract works performed at the end of
each reporting period are included in contract assets. The Company classifies
contract assets as current because the Company expects to realise them in its
normal operating cycle.
The Company makes specific provision for contract assets whose credit risk are
considered significantly increased or identified as credit-impaired. For
remaining balance of contract assets, the Company makes general provision
based on ageing analysis and project status.
As at 31 March 2022, the gross amount of contract assets was £3,590,362
(2021: £8,530,832) and the provision of impairment was £656,168 (2021:
£91,344).
The following table provides information about the Company's exposure to
credit risk and ECLs for contract assets at the end of the reporting period:
2022 2021
Expected Gross carrying amount Loss allowance Expected Gross carrying amount Loss allowance
loss rate loss rate
% £ £ % £ £
Within 3 years - 2,934,194 - - 8,439,488 -
Over 3 years 100 656,168 656,168 100 91,344 91,344
3,590,362 656,168 8,530,832 91,344
Loss allowance was recognised amount of £543,685 (2021 : Nil) in profit or
loss during the years ended 31 March 2022.
23. CASH AND BANK BALANCES
(a) Cash at bank and in hand
2022 2021
£ £
Cash at bank and in hand 323,173 284,354
The balance as at 31 March 2022 included bank balances of £320,423 which were
restricted by the bank due to the petition against the Company. The
restriction was subsequently released in year 2023.
(b) Cash and bank balances are denominated in the following
currencies:
2022 2021
£ £
Hong Kong dollar 318,200 273,095
Renminbi - 5,231
United States dollar 3,511 4,621
Others 1,462 1,407
At 31 March 2022, the effective interest rate on bank deposits was 0.7% (2021:
0.2%) per annum.
24. TRADE AND OTHER PAYABLES
2022 2021
£ £
Current liabilities
Trade payables 2,483,253 2,109,753
Bills payable 425,408 1,272,233
Accruals and other payables 3,734,796 1,797,186
6,643,457 5,179,172
Non-current liabilities
Due to a related company (Note 30) - 393,074
6,643,457 5,572,246
Trade and other payables are expected to be repaid within one year, other than
the amount due to a related company.
Bills payable carry interest at annual rate at the Hong Kong Best Lending Rate
and are repayable within 90 days.
Accruals and other payables as at 31 March 2022 included the provision for
indemnity claimed from an insurance company of £1,135,773 (2021 : Nil).
25. CONTRACT LIABILITIES
2022 2021
£ £
Supply, design and installation of closed circuit television and surveillance 1,610,506 1,572,245
systems services
Contract liabilities represent the Company's obligation to transfer
performance obligation to customers for which the Company has received
considerations from the customers.
Revenue recognised during the year ended 31 March 2022 that was included in
the contract liabilities at the beginning of the year was amounted to
£671,753 (2021: £1,316,446).
26. LEASE LIABILITIES
The following table shows the remaining contractual maturities of the
Company's lease liabilities at the end of the current year:
Present value of Minimum
minimum lease payments lease payments
2022 2021 2022 2021
£ £ £ £
Within one year 201,517 42,959 214,087 44,744
In the second to fifth year 135,253 21,924 138,651 23,276
336,770 64,883 352,738 68,020
Less: Future finance charges (15,968) (3,137)
Present value of lease obligation 336,770 64,883
27. BANK BORROWINGS
2022 2021
£ £
Revolving loans 2,141,675 561,535
The loans are denominated in Hong Kong Dollar and carry interest at annual
rate at range from 1.5% to 2.5% over 1 month Hong Kong Interbank Offered Rate.
Details of securities are disclosed in note 33 to the financial statements.
28. SHARE CAPITAL
2022 2021
£ £
Issued and fully paid:
383,677,323 ordinary shares of HK$55,033,572, translated at historical rate 3,890,257 3,890,257
The Company has one class of ordinary shares which has no par value.
29. EMPLOYEE RETIREMENT BENEFITS
The Company operates a Mandatory Provident Fund scheme (the "MPF scheme")
under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees
employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF
scheme is a defined contribution retirement scheme administered by independent
trustees. Under the MPF scheme, the Company and its employees are each
required to make contributions to the scheme at 5% of the employees' relevant
income, subject to a cap of monthly relevant income of HK$30,000.
Contributions to the MPF scheme vest immediately.
Saved as set out above, the Company has no other material obligations to make
payments in respect of retirement benefits of the employees.
30. RELATED PARTY TRANSACTIONS
Compensation of key management personnel
The remuneration of the key management personnel of the Company during the
year was as follows:
2022 2021
£ £
Salaries, bonus and allowances 308,909 320,660
The remuneration of key management personnel comprises the remuneration of
Executive Directors and key executives.
Executive Directors include the Executive Chairman, Chief Executive Officer
and Finance Director of the Company. The remuneration of the Executive
Directors is determined by the Remuneration Committee having regard to the
performance of individuals, the overall performance of the Company and market
trends. Further information about the Remuneration Committee and the
Directors' remuneration is provided in the Remuneration Report and the Report
on Corporate Governance to the Annual Report and note 11 to the financial
statements.
Key executives include the Director of Operations, Software Development
Manager and Sales Manager of the Company. The remuneration of the key
executives is determined by the Executive Directors annually having regard to
the performance of individuals and market trends.
Biographical information on key management personnel is disclosed in the
Directors' Biographies section of the Annual Report.
Transactions with related parties
(a) At 31 March 2022, there are balances of £58,062 (2021:
£284,072) due from Mr. Stephen Sin Mo KOO respectively, a Director of the
Company, which are unsecured, interest-free and repayable on demand (Note 21).
(b) As at 31 March 2021, there was a balance of £393,074 due to
a shareholder, Univision Holdings Limited, which was unsecured and
interest-free. This balance was unconditionally waived by the shareholder
during the year and the waiver of £395,566 was recorded directly in equity as
contribution from a shareholder.
(c) At 31 March 2022, there are gross receivable balances of
£7,685,610 (2021: £8,230,672) and accumulated loss allowance of £7,685,610
(2021: £5,387,867) due from related companies controlled by common
shareholders of the Company, which are guaranteed by a shareholder of the
Company, interest-free and repayable after 12 months.
Apart from the transactions disclosed above and elsewhere in these financial
statements, the Company had no other material transactions with related
parties during the year.
31. CASH FLOWS FROM LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details changes in the Company's liabilities arising from
financing activities, including both cash and non-cash changes. Liabilities
arising from financing activities are liabilities for which cash flows were,
or future cash flows will be, classified in the Company's statement of cash
flows as cash flows arising from financing activities.
Amount due toa related Bank Lease Total
company borrowings liabilities
£ £ £ £
At 1 April 2020 437,500 682,486 284,165 1,404,151
Financing cash flows:
Repayment of bank loans - (54,355) - (54,355)
Interest paid - (12,805) - (12,805)
Capital element of lease liabilities paid - - (177,430) (177,430)
Interest element of lease liabilities paid - - (7,043) (7,043)
Other changes:
New leases - - 35,163 35,163
Lease modification - - (58,138) (58,138)
Interest on lease liabilities - - 7,043 7,043
Interest expense on bank borrowings - 12,805 - 12,805
Foreign translation difference (44,426) (66,596) (18,877) (129,899)
At 31 March 2021 and 1 April 2021 393,074 561,535 64,883 1,019,492
Financing cash flows:
New bank loans - 2,473,948 - 2,473,948
Repayment of bank loans - (964,474) - (964,474)
Interest paid - (40,896) - (40,896)
Capital element of lease liabilities paid - - (158,804) (158,804)
Interest element of lease liabilities paid - - (14,890) (14,890)
Other changes:
New leases - - 445,031 445,031
Debt forgiveness (395,566) - - (395,566)
Early termination of lease - - (24,658) (24,658)
Interest on lease liabilities - - 14,890 14,890
Interest expense on bank borrowings - 40,896 - 40,896
Foreign translation difference 2,492 70,666 10,318 83,476
At 31 March 2022 - 2,141,675 336,770 2,478,445
Amounts included in the statement of cash flows for cash outflows for leases
comprise the following:
2022 2021
£ £
Within:
Operating cash flows 56,246 86,680
Financing cash flows 173,694 184,473
229,940 271,153
These amounts relate to the following:
2022 2021
£ £
Lease rentals paid 229,940 271,153
32. COMMITMENTS
Capital commitments
At 31 March 2022, the Company did not have any material outstanding capital
commitments.
33. BANKING FACILITIES
At 31 March 2022, the banking facilities of the Company included:
(a) Revolving trade financing facilities amounted to £2,527,953
(equivalent to HK$26,000,000) and carried annual interest at the Hong Kong
Dollars Best Lending Rate with a repayment term of 90 days. At 31 March 2022,
the facilities were utilised to the extent of £654,495.
(b) Straight line loans facilities amounted to £1,152,980 which
were fully utilised.
(c) Straight line loans facilities amounted to £759,608 which
were fully utilised.
The above facilities were subject to the fulfilment of certain covenants
including, inter alia, the maintenance of the Company's adjusted tangible net
worth and the capped amount due from the Company's related parties. In
addition, the revolving trade financing facilities were secured by the
Company's accounts receivable of £381,812 and the straight line loans
facilities in (b) above were secured by the deposits placed for life insurance
policies of £1,865,308.
The Company did not maintain the minimum adjusted tangible net worth as
requested by the bank as at 31 March 2022 and had breached the related
covenant. All the utilised bank facilities are classified under current
liabilities in the Company's statement of financial position as at 31 March
2022. The Company is actively negotiating with the bank on its banking
facilities and so far, no action has been taken against the Company.
At 31 March 2021, the banking facilities of the Company included:
(a) Revolving trade financing facilities amounted to £2,433,318
(equivalent to HK$26,000,000) and carried annual interest at the Hong Kong
Dollars Best Lending Rate with a repayment term of 90 days. At 31 March 2021,
the facilities were utilised to the extent of £1,272,233.
(b) Straight line loans facilities amounted to £561,535 which
were fully utilised.
(c) Straight line loans facilities amounted to £842,302
(equivalent to HK$9,000,000) which were not utlised.
The above facilities were subject to the fulfilment of certain covenants
including, inter alia, the maintenance of the Company's adjusted tangible net
worth and the capped amount due from the Company's related parties. In
addition, the straight line loans facilities in (b) above were secured by the
deposits placed for life insurance policies of £862,476. The Company did not
breach any of the facilities covenants as at 31 March 2021.
The Company regularly monitors its compliance with these covenants. Further
details of the Company's management of liquidity risk are set out in note
6(b)(iii) to the financial statements.
34. LITIGATIONS
The Company was the defendant of the following litigations during the year
ended 31 March 2022:
(a) On 14 December 2020, the Company received a writ of summons
stating that it is being sued by Dimension Data China Hong Kong Limited
("Dimension Data"), and Dimension Data was alleging breach of contract on part
of the Company and claiming against the Company for liquidated damages that
Dimension Data had thereby suffered in the amount of approximately
HK$10,954,000 plus pre-judgment and post-judgment interest and legal costs.
The Company, on the other hand, is defending the claim by alleging wrongful
breach and thus repudiation of the said sub-contract by Dimension Data and
counter-claiming against Dimension Data for loss and damages to be assessed
and legal costs. The Company and Dimension Data have attempted mediation
without forthcoming prospect of amicable out-of-court settlement, whereas
these proceedings have entered the stage of case management towards trial.
The Company is of the opinion that the claim is highly opportunistic and
without merit and the management intends to defend this claim rigorously.
(b) As announced by the Company on 4 January 2022, the Company
has received a petition that has been brought by one of its sub-contractors,
namely, T&P Solutions Limited ("T&P") in the High Court in Hong Kong;
alleging outstanding debts owed by the Company of approximately HK$5,956,000
(approximately £565,280) in relation to contractual agreements between the
Company and T&P. T&P has presented the petition ("the Petition") for
the Company to be wound up pursuant to certain sections of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance in Hong Kong. The Company
intended to defend and oppose the Petition. Further, the Company has a cross
claim against T&P, inter alia, for breach of contract and non-performance
and it intends to claim damages for the same. The first hearing has been
conducted on 2 March 2022 that the Company defended and opposed the Petition.
The Court hearing in respect of the Winding up petition was adjourned to be
heard on 18 October 2022.
The petition was subsequently dismissed by the High Court in Hong Kong on 18
October 2022. Costs have been awarded to the Company on an indemnity basis.
Several additional litigations were brought against the Company subsequent to
31 March 2022, details of which are set out in note 36 to the financial
statements.
35. MAJOR NON-CASH TRANSACTION
During the year, the final dividend for the year ended 31 March 2021 payable
to the shareholder, Mr. Stephen Sin Mo KOO, of £64,275 (2021: £142,190) was
set-off against with other receivables.
36. EVENTS AFTER THE REPORTING PERIOD
(a) In June 2022, the Company has received formal notice of
termination of its contract with MTR Corporation Limited ("MTRC"), for the
replacement works of the CCTV systems for MTRC's railway lines in Hong Kong,
for alleged breach of contract.
The Company has called for meetings with MTRC to clarify and quantify the
unbilled work done including equipment, work done, testing in progress, system
development and etc,. The final position is to be verified by joint inspection
performed by the Company and MTRC.
(b) On 22 June 2022, the Company has received a demand for
indemnity of HK$11,68l,430.27 by Berkshire Hathaway Specialty Insurance
Company ("Berkshire Insurance") in terms of a surety bond facility for the
Major Contract with MTRC. Berkshire Insurance has paid the same amount to MTRC
on 13 July 2022 and demanded the Company to pay back per the guarantee
agreement. The Company has made full provision for the indemnity amount in the
financial statements. The Company is in the final stage of the negotiation
with Berkshire Insurance to settle this amount by instalment.
(c) As announced on 13 December 2022, the Company has received a
petition that has been brought by one of its equipment suppliers for the
contract with MTRC, namely, Synnex Technology International (HK) Limited
("Synnex"), in the High Court in Hong Kong. The Petition alleges outstanding
debts owed by the Company of HK$12,945,834 to Synnex in respect of equipment
supplied to the Company. Synnex has presented the Petition for the Company to
be wound up pursuant to the provisions of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap.32) in Hong Kong.
The Company has reached a settlement agreement with Synnex. The petition has
been dismissed by the High Court in Hong Kong on 13 February 2023.
(d) On 17 October 2022, E-Star Engineering Company, one of the
Company's subcontractors, claimed a total amount of approximately HK$1,739,000
together with interest and legal costs against the Company. On 24 April 2023,
the Court has made an Order for E-Star Engineering Company to enter summary
judgment against the Company in these proceedings regarding the principal sum
of approximately HK$1,503,000 with interest accrued. By the same Order, the
Company has been granted unconditional leave to defend against E-Star
Engineering Company residual claim of approximately HK$213,00 (the "Residual
Claim"). These proceedings are now pending the filing of E-Star Engineering
Company's Amended Statement of Claim as regards the Residual Claim.
(e) On 9 November 2022, KML Engineering Limited, one of the
Company's subcontractors, claims a total amount of approximately HK$4,115,000
together with interest and legal costs on 9 November 2022. The Company has
filed a partial admission in the amount of approximately HK$2,097,000 which
has been accepted by KML Engineering Limited in satisfaction of its whole
claim. The Company has agreed with KML Engineering Limited to settle the
amount by installments.
(f) On 28 December 2022, Hang Cheong Engineering Limited, one of
the Company's subcontractors, claimed a total amount of approximately
HK$806,000 together with interest and legal costs. The Company has filed an
admission on the full amount as claimed by Hang Cheong Engineering Limited.
The Company is in negotiation with Hang Cheong Engineering Limited on the
settlement plan.
(g) A statutory demand dated 1 February 2023 was served by
General Resources Company (HK) Limited for the claimed amount of approximately
HK$1,163,000. The Company has reached a settlement agreement with General
Resources Company (HK) Limited of the outstanding sub-contracting fee and
hence no legal proceedings have been commenced against the Company.
~ ENDS ~
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