REG - UniVision Eng Ltd - Final Results <Origin Href="QuoteRef">UVEL.L</Origin> - Part 4
02/09/2016 16:50
- Part 4: For the preceding part double click ID:nRSB8565Ic
At 31 March 2016 10,154 15,039 17,436 - 42,629
At 31 March 2015 12,907 9,866 24,856 - 47,629
At the end of the reporting period, the net book value of motor vehicle held under finance lease of the Group and the
Company was £0 (2015: £8,835).
16. PLANT AND EQUIPMENT (CONTINUED)
The Company
Furniture andfixtures Computerequipment Motorvehicles Total
£ £ £ £
Cost
At 1 April 2014 17,044 35,909 55,803 108,756
Additions 276 6,229 20,381 26,886
Disposals - - (2,960) (2,960)
Foreign translation difference 2,139 5,007 8,466 15,612
At 31 March 2015 19,459 47,145 81,690 148,294
At 1 April 2015 19,459 47,145 81,690 148,294
Additions 8,810 13,657 3,092 25,559
Foreign translation difference 976 2,022 2,591 5,589
At 31 March 2016 29,245 62,824 87,373 179,442
Accumulated depreciation
At 1 April 2014 12,595 32,548 46,316 91,459
Charge for the year 1,307 3,000 10,298 14,605
Disposals - - (2,442) (2,442)
Foreign translation difference 1,678 4,304 6,442 12,424
At 31 March 2015 15,580 39,852 60,614 116,046
At 1 April 2015 15,580 39,852 60,614 116,046
Charge for the year 2,913 6,450 7,183 16,546
Foreign translation difference 599 1,482 2,140 4,221
At 31 March 2016 19,092 47,784 69,937 136,813
Net book value
At 31 March 2016 10,153 15,040 17,436 42,629
At 31 March 2015 3,879 7,293 21,076 32,248
17. GOODWILL
The Group
£
Cost
At 1 April 2015 and 31 March 2016 961,845
Less: accumulated impairment loss
At 1 April 2015 936,015
Less: impairment loss 25,830
At 31 March 2016 961,845
Net carrying amount
At 31 March 2016 -
At 31 March 2015 25,830
18. INTEREST IN A SUBSIDIARY
2016 2015
£ £
Unlisted shares, at cost 639,965 639,965
Less: impairment loss (625,005) (625,005)
14,960 14,960
Amount due from a subsidiary 84,540 91,424
Total 99,500 106,384
Amount due from a subsidiary is unsecured, interest-free and expected to be recoverable within twenty four (24) months.
The following list contains the particulars of subsidiary which principally affected the results, assets and liabilities of
the Group during the year ended 31 March 2016:
Name Place of incorporation andoperations Issued andfully paid upshare capital/registered capital Percentageof equityheld bythe Company Principalactivities
Directly Indirectly
T-Com Technology Co Limited Taiwan NT$80,000,000Ordinary share 52.25% - Supply, design, installation and maintenance of closed circuit television and surveillance systems and the sale of security system related products
19. INVENTORIES
The Group The Company
2016 2015 2016 2015
£ £ £ £
Raw materials 372,691 477,295 373,855 477,295
Work in progress - - - -
Finished goods 376,498 832,710 376,498 364,615
749,189 1,310,005 750,353 841,910
Less: impairment loss - (104,541) - -
749,189 1,205,464 750,353 841,910
The Group recognised a provision for obsolete inventories of £0 (2015: £9,660) on slow-moving inventories.
20. CONTRACTS-IN-PROGRESS
The Group The Company
2016 2015 2016 2015
£ £ £ £
Contract costs incurred plus attributable profits less foreseeable losses 20,443,032 19,237,828 20,443,032 17,420,721
Progress billings to date (20,662,966) (18,197,386) (20,662,966) (17,936,359)
(219,934) 1,040,442 (219,934) (515,638)
Represented by:
Amounts due from customers for contracts-in-progress 1,281,429 2,411,247 1,281,429 813,681
Less: allowance for doubtful debts (235,060) (206,436) (235,060) (206,436)
Amounts due from customers for contracts-in-progress, net (note 21) 1,046,369 2,204,811 1,046,369 607,245
Amounts due to customers for contracts-in-progress(note 23) (1,266,303) (1,164,369) (1,266,303) (1,122,883)
(219,934) 1,040,442 (219,934) (515,638)
At 31 March 2016, the amount of retention receivables from construction customers recorded within "trade and other
receivables" is £0 (2015: £49,122).
21. TRADE AND OTHER RECEIVABLES
The Group The Company
2016 2015 2016 2015
£ £ £ £
Current portion:
Trade receivables 985,103 1,156,106 985,103 769,265
Less: allowance for doubtful debts (note 21(a)) (67,089) (191,806) (67,089) (65,131)
Trade receivables, net (note 21(b)) 918,014 964,300 918,014 704,134
Other receivables 448,134 494,783 448,134 397,233
Deposits and prepayments 48,338 659,109 48,338 130,706
Amounts due from customers for contracts-in-progress, net (note 20) 1,046,369 2,204,811 1,046,369 607,245
2,460,855 4,323,003 2,460,855 1,839,318
Non-current portion:
Amount due from a related party (note 29(d)) 3,064,336 2,973,435 3,064,336 2,973,435
Total carrying amount 5,525,191 7,296,438 5,525,191 4,812,753
All of the trade and other receivables are expected to be recovered within one year, other than those separately
disclosed.
21. TRADE AND OTHER RECEIVABLES (CONTINUED)
(a) Impairment of trade receivables
Impairment losses in respect of trade receivables are recorded using an allowance account unless the Group 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:
The Group The Company
2016 2015 2016 2015
£ £ £ £
At 1 April 191,806 469,128 65,131 57,942
Recovery from bad debts - (16,508) - -
Transfer to disposal group classified as held for sale (126,675) - - -
Foreign translation difference 1,958 (260,814) 1,958 7,189
At 31 March 67,089 191,806 67,089 65,131
At 31 March 2016, none of trade receivables of the Group and the Company are individually determined to be impaired and no
impairment loss was provided.
(b) Trade receivables that are not impaired
The ageing analysis of trade receivables at the end of the reporting period that were past due but not impaired:
The Group The Company
2016 2015 2016 2015
£ £ £ £
0 to 90 days 79,590 856,306 79,590 645,262
91 to 365 days 838,424 56,218 838,424 55,766
Over 365 days - 51,776 - 3,106
918,014 964,300 918,014 704,134
Receivables that were past due but not impaired relate to a number of independent customers that have a good track record
with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these
balances as there has not been a significant change in credit quality and the balances are still considered fully
recoverable. The Company does not hold any collateral over these balances.
22. CASH AND BANK BALANCES
(a) Cash and cash equivalents
The Group The Company
2016 2015 2016 2015
£ £ £ £
Cash at bank and on hand 654,244 1,099,861 654,244 1,044,484
Restricted cash * - 121,846 - -
Cash and cash equivalents in the Consolidated and the Company statements of cash flows 654,244 1,221,707 654,244 1,044,484
* At 31 March 2016, the Group maintained £0 (2015: £121,846) as restricted cash held at bank as security against the
banking facilities (note 25).
(b) Bank deposits
At 31 March 2016, £448,056 (2015: £251,641) are restricted deposits held at bank with maturities greater than three months,
as a pledge for performance bonds in respect of construction contracts undertaken by the Group and the Company.
The effective interest rate on bank deposits was 0.37% per annum (2015: 0.41%).
(c) Cash and bank balances are denominated in the following currencies:
The Group The Company
2016 2015 2016 2015
£ £ £ £
AUD 337 327 337 327
CAD 803 798 803 798
GBP 98,028 115 98,028 115
HKD 919,415 1,263,290 919,415 1,263,148
JYP 74 67 74 67
NTD - 175,935 - -
RMB 48,540 - 48,540 -
USD 35,103 32,816 35,103 31,670
1,102,300 1,473,348 1,102,300 1,296,125
23. TRADE AND OTHER PAYABLES
The Group The Company
2016 2015 2016 2015
£ £ £ £
Trade payables 129,182 585,931 129,182 79,176
Bills payable - 197,437 - -
Due to related parties (note 29(a) & 29(b)) 111,440 148,540 111,440 6,791
Accruals and other payables 999,014 1,146,339 999,014 1,048,953
Amounts due to customers for contracts-in-progress (note 20) 1,266,303 1,164,369 1,266,303 1,122,883
2,505,939 3,242,616 2,505,939 2,257,803
24. INCOME TAX IN THE STATEMENT OF FINANCIAL POSITION
(a) Current tax liability in the statement of financial position represents:
The Group The Company
2016 2015 2016 2015
£ £ £ £
Hong Kong profits tax - - - -
Taiwan income tax (disposal group classified as held for sale) - 34,442 - -
- 34,442 - -
(b) Unrecognised deferred tax assets
At 31 March 2016, the Company had unused tax losses of £4,705,477 (2015: £4,746,391) that were available for offset against
future taxable profits of the Company. No deferred tax asset has been recognised due to the uncertainty of the future
profit streams.
No provision for deferred tax liabilities has been made in the financial statements as the tax effect of temporary
differences is immaterial to the Group and the Company.
25. LOAN AND BORROWINGS
The Group The Company
2016 2015 2016 2015
£ £ £ £
Within one year or on demand:
Secured bank loans (see note below) - 1,122,052 - -
Note:
The secured bank loans carried interest at rates ranging from 3.49% to 3.68% per annum (2015: 3.39% to 3.91% per annum) and
were secured by:-
(i) Restricted cash (note 22) and;
(ii) Personal guarantee by the Chairman of the Company, Mr. Stephen Sin Mo KOO (note 29(c)).
26. OBLIGATIONS UNDER FINANCE LEASE
At 31 March 2016 and 2015, the Group and the Company had obligations under finance lease as follows:
Minimum lease payment Present value of the minimum lease payment
2016 2015 2016 2015
£ £ £ £
Within one year 768 8,944 660 7,694
Between two to five years - 745 - 641
Total minimum finance lease payments 768 9,689 660 8,335
Less: future finance charges 108 1,354
Present value of lease obligation 660 8,335
27. SHARE CAPITAL
2016 2015
£ £
Authorised :
800,000,000 ordinary shares of HK$0.0625 each 3,669,470 3,669,470
Issued and fully paid:
383,677,323 ordinary shares (2015: 383,677,323 ordinary shares)of HK$0.0625 each 1,697,617 1,697,617
The Company has one class of ordinary shares.
28. EMPLOYEE RETIREMENT BENEFITS
(a) 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 employer 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 (HK$25,000 prior to June 2015). Contributions to the MPF scheme vest
immediately.
(b) Employees of the subsidiary in Taiwan chose to participate in a defined contribution scheme governed by the Labour
Pension Act of Taiwan. This subsidiary contributes at 6% of the total salaries of the participating employees who have
chosen to participate in the defined contribution scheme, with the contribution invested into individual pension accounts
at the Bureau of Labour Insurance of Taiwan.
Save as set out above, the Group has no other material obligations to make payments in respect of retirement benefits of
the employees.
29. RELATED PARTY TRANSACTIONS
Compensation of key management personnel
The remuneration of the key management of the Group during the year was as follows:-
2016 2015
£ £
Salaries, bonus and allowances 229,461 226,725
The remuneration of key management personnel comprises the remuneration of Executive Directors and key executives.
Executive Directors include the Executive Chairman, Chief Executive Officer, Technical Director 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 Group 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 and Director of Sales and Marketing 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' and Senior Management's Biographies
section of the Annual Report.
Transactions with related parties
(a) At 31 March 2016, there is a payable balance of £111,440 (2015: £202) due to Mr. Stephen Sin Mo KOO, the Director
of the Company, which is unsecured, interest-free and repayable on demand (note 23).
(b) At 31 March 2016, there is a payable balance of £0 (2015: £140,436) due to non-controlling shareholders of the
subsidiary of the Company, which is unsecured, interest-free and repayable on demand.
(c) At 31 March 2016, the bank facilities amounting to £1,552,259 (2015: £1,037,063) are personally guaranteed by Mr.
Stephen Sin Mo KOO. No charge has been requested for this guarantee (note 25).
(d) At 31 March 2016, there is a receivable balance of £3,064,336 (2015: £2,973,435) due from a related company
controlled by common shareholders of the Company, which is unsecured, interest-free and not expected to be recoverable in
the next twelve months.
Apart from the transactions disclosed above and elsewhere in the financial statements, the Group and the Company had no
other material transactions with related parties during the year.
30. COMMITMENTS
(a) Capital commitments
At 31 March 2016, the Group and the Company had no material capital commitments outstanding.
(b) Operating lease commitments
At the end of the reporting period, the total future minimum lease payments under non-cancellable operating leases for the
office and warehouse premises are payable as follows:
The Group The Company
2016 2015 2016 2015
£ £ £ £
Within one year 74,890 93,041 74,890 50,872
Between two to five years 23,473 46,633 23,473 46,633
98,363 139,674 98,363 97,505
31. OPERATIONS CLASSIFED AS HELD FOR SALE
On 30 March 2016, the Company approved a plan to dispose of its interest in T-Com, representing a 52.25% equity interest.
The assets and liabilities related to T-Com have been presented as a disposal group held for sale and its business has been
reported under discontinued operations in the financial statements.
Assets and liabilities of disposal group classified as held for sale:
£
ASSETS:
Plant and equipment 15,091
Tradeand other receivables 3,300,964
Cash and cash equivalents 300,527
Total assets 3,616,582
LIABILITIES:
Tradeand other payables 3,214,990
Total liabilities 3,214,990
Net asset value 401,592
31. OPERATIONS CLASSIFIED AS HELD FOR SALE (CONTINUED)
The results of the discontinued operations of the disposal group classified as held for sale:
2016 2015
£ £
Revenue from discontinued operation 3,547,320 3,038,497
Cost of sales (3,289,203) (2,271,662)
Gross profit 258,117 766,835
Other income 421 618
Other gains 18,997 38,123
Administrative expenses (788,291) (708,403)
(Loss)/profit from discontinued operations (510,756) 97,173
Income tax credit 32,436 13,023
(Loss)/profit for the year, net of tax (478,320) 110,196
2016 2015
Cash flows from discontinued operation: £ £
Net cash inflows from operating activities 99,200 229,339
Net cash outflows from investing activities (9,603) (8,475)
Net cash inflows from financing activities 51,429 518,555
Effect of foreign exchange changes, net (17,722) 2,659
123,304 742,078
32. CONTINGENT LIABILITIES
In March 2016, the Company received a writ of summons stating that it is being sued by Nan Ning Hai Li Real Estate
Development Limited ("Hai Li"), a prospective investor in respect of breach of contract and/or duty in respect of a share
transfer agreement (the "Agreement") entered into between Hai Li and the Company's director and major shareholder, Mr Koo,
on 14 December 2015 and a subsequent series of oral agreements.
The Group and the Company are of the opinion that the claim is highly opportunistic and without merit and the management
intends to defend this claim vigorously.
33. COMPARATIVE FIGURES
Certain comparative figures in these financial statements have been restated to account for the reclassification of the
discontinued operations of the proposed disposal of the Company's interest in T-com.
34. EVENTS AFTER THE END OF THE REPORTING PERIOD
(i) On 30 June 2016, the Company entered into an agreement in principle to sell its Taiwanese subsidiary T-Com
Technology Co. Ltd ("T-Com") to Stephen Koo, the Executive Chairman of the Company and who is interested in 72.9% of its
share capital.
The terms of the Transaction are as follows:-
1. The Company disposes of its entire holding of shares in T-Com to Stephen Koo.
2. The cash consideration for the transaction is HK$600,000.
3. All amounts due to the Company by T-Com to be settled within 24 months of the transaction.
4. The Company will have an option to repurchase its shareholding in T-Com for the same consideration of HK$600,000,
plus 3% per annum, as the repurchase price for a period of 5 years from the sale of the shares.
(ii) On 17 August 2016, the Directors proposed a final dividend. Further details are disclosed in note 15(i).
35. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved and authorised for issue by the Board of Directors on 2 September 2016.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2016 Annual General Meeting (AGM) of UniVision Engineering Limited will be held at
UniVision Engineering Limited, Unit 01A, 2/F., Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong, on 30
September 2016 at 5:00 p.m. The following businesses will be transacted then:
As ordinary business:
1. To receive and adopt the Company's audited financial statements for the financial year ended 31 March 2016 together
with the Directors' report and the Independent Auditor's report;
2. To declare a final dividend for the financial year ended 31 March 2016.
3. To re-elect Mr. Nicholas James LYTH who retired by rotation, as a Non-Executive Director of the Company;
4. To re-elect Mr. Chun Pan WONG who retired by rotation, as a Director of the Company;
5. To re-elect Mr. Peter Yip Tak CHAN who retired by rotation, as a Director of the Company;
6. To reappoint auditor HKCMCPA Company Limited, Certified Public Accountants, as auditors of the Company, to hold office
from the conclusion of the meeting to the conclusion of the next meeting, during which accounts will be laid before the
Company and to authorize the Directors to adjust their remuneration packages;
7. That the directors of the Company be and are hereby generally and unconditionally authorized to exercise all powers of
the Company to allot 'Ordinary Shares' the capital of the Company. Such authority (unless and to the extent previously
revoked, varied or renewed by the Company during the general meeting) to expire 15 months after the date of the passing of
such resolution or on the conclusion of the Company's next AGM to be held, following the date of passing such resolution,
whichever occurs first, save that the Company may before such expiry make any offer or agreement which would or might
require Ordinary Shares to be allotted after such expiry, and that the Directors may allot Ordinary Shares in pursuance of
such an offer or an agreement as if such authority had not expired. This authority substitutes all subsisting authorities
to the extent unused.
8. That the directors of the Company be and are hereby generally and unconditionally authorized to exercise all powers of
the Company to repurchase the 'Ordinary Shares' in the capital of the Company, including any form of depositary receipt.
Such authority (unless and to the extent previously revoked, varied or renewed by the Company during the general meeting)
to expire 15 months after the date of the passing of such resolution or on the conclusion of the Company's next AGM to be
held, following the date of passing such resolution, whichever occurs first, save that the Company may before such expiry
make any offer or agreement which would or might require Ordinary Shares to be repurchased after such expiry, and that the
Directors may buy back Ordinary Shares in pursuance of such an offer or an agreement as if such authority had not expired.
By Order of the Board Registered office:
Mr. Stephen Sin Mo KOO Unit 01A, 2/F Sunbeam Centre,
Executive Chairman 27 ShingYip Street
Kwun Tong, Kowloon,
2 September 2016 Hong Kong.
NOTES:
1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the
Annual General Meeting. A member so entitled may appoint one or more proxies (whether they are members or not) to attend
and, on a poll, to vote in place of the member.
2. A form of proxy is enclosed with this notice. To be valid, the form of proxy and any power of attorney or other
authority (if any) under which it is signed, or a notarized and certified copy of that power of authority, must be lodged
with the Company's registrars, c/o Computershare Investor Services Plc., The Pavilions, Bridgwater Road, Bristol BS99 6ZY,
not less than 48 hours before the Annual General Meeting takes place.
3. Completion and return of a proxy does not preclude a member from attending and voting at the Annual General Meeting.
4. The Company pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 specifies that only those
shareholders registered in the Register of Members of the Company as of 16 September 2016 are entitled to attend or vote at
the Annual General Meeting in respect to the number of shares registered in their name at that time. Changes to entries on
the Register after that time will be disregarded when determining the rights of any person to attend or vote in the Annual
General Meeting.
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