Notes to the Financial Statements - Swissco Holdings Limited

Swissco International Limited 

Steering with 

Confidence 

ANNUAL REPORT 2009

Contents 

01 Corporate Profile 

02 Our Services 

04 Financial Highlights 

05 Financial Summary 

06 Chairman’s Statement 

08 Our Milestones 

10 Snapshot of our Fleet 

11 Fleet Composition 

12 Operations Review 

14 Group Structure 

16 Board of Directors 

18 Key Management 

20 Corporate Information 

21 Corporate Governance Report 

29 Directors’ Report 

35 Statement by Directors 

36 Independent Auditor’s Report 

37 Consolidated Statement of 

Comprehensive Income 

38 Balance Sheets 

39 Consolidated Statement 

of Changes in Equity 

40 Consolidated Cash Flow Statement 

41 Notes to the Financial Statements 

85 Statistics of Shareholdings 

87 Notice of Sixth Annual General Meeting 

Our Philosophy 

To provide clients with the most comprehensive service 

to meet all their needs for marine support logistics...

Corporate 

Profile 

Swissco International Limited is a Singapore-based marine service provider for the shipping and offshore 

Oil and Gas industries. With vessel deployment spanning from Indonesia, Malaysia, Vietnam and Thailand 

– even as far as East Africa, Japan and Russia – our Group is renowned for providing complete marine and 

shipping solutions to a wide variety of customers. Our Group owns and operates a young fleet of offshore 

support vessels, tugs, barges and OPL boats. Our facilities also include a private waterfront facility that 

handles logistics and warehousing in Singapore; a ship repair yard with a 3,000 DWT and two slipways which 

has the capacity to provide dry dock and afloat repairs for small to mid-sized support vessels. 

Our customers include: 

• Companies in the oil and gas, shipping and other marine infrastructure industries, who charter our offshore 

support vessels to cater to a variety of our clients’ offshore needs. 

• Seismic surveyors, dredging and civil marine contractors who charter our vessels to carry out support 

work in their respective fields. 

• Local and international ship owners and their local handling agents who charter our OPL boats to transport 

stores, equipment, provisions and crew to vessels passing Singapore at OPL. 

Our 

Strengths 

• Young, modern and a good mix fleet of offshore 

support vessels with average age of 2 years to 

enable us to serve the higher value-added sector 

of the industry; 

• Pioneers in the OPL business – we are reputed and 

well positioned to expand our customer base and 

to seize new business opportunities that arise; 

• Well-established relations with our suppliers, 

customers and shipyards; 

• Ability to retain and secure new customers by 

offering competitively-priced value-added services 

to customers, such as the use of our private wharf 

facility, material handling equipment, machinery 

and warehouse; 

• With two slipways, waterfront and a 3,000 DWT 

docking yard, this business segment has the 

capability to carry out dry docking and afloat repairs 

for a niche market of small to mid-sized vessels. 

Repair work includes retrofitting, renewal works, 

blasting and painting, electrical and electronic 

works and mechanical works for our customers; 

• Dedicated, competent and experienced 

management team led by our Executive Chairman, 

Mr Yeo Chong Lin who has been in the marine 

logistics business since 1972. He is well supported 

by Mr Alex Yeo Kian Teong, Chief Executive Officer 

who has more than 17 years of experience and 

expertise in the industry. 

0 

Annual Report 2009 Swissco International Limited

Our 

Services 

Offshore Support Services 

Companies in the fast diversifying Oil and Gas industry 

utilise offshore support vessels, tugs and barges for 

seismic work, exploration, production, construction and 

maintenance operations among others. Our offshore 

support vessels are available for charter to carry out 

towages, cargo and personel transport, standby 

duties and anchor handling. With our own waterfront 

yard in Singapore, we offer logistics, engineering and 

storage services for increased efficiency in our clients’ 

marine operations. 

Hauling in 

Greater Returns 

The strategic deployment of our larger fleet 

which include specialised vessels have boosted 

earnings through more lucrative charter rates.

Ship Repair and Maintenance 

Small to mid-sized marine vessels that pass through 

the busy Singapore ports require regular repair 

and maintenance to ensure their seaworthiness and 

to meet certification requirements. Our subsidiary, 

Singapore Marine Logistics (“SML”) operates our 

ship repair and maintenance yard with 2 slipways, a 

waterfront and a 3,000 DWT drydock. Singapore’s 

stronghold in logistics ensures spares and equipment 

are competitively priced and available to reduce vessel 

downtime for owners while repairs are carried out. 

Out-Port-Limit (OPL) Shipping Services 

Ships calling or transiting at the ever busy Singapore 

port constantly require marine support services such 

as heavylift operations, afloat repairs, crew change, 

storage and other services. We operate a variety of 

OPL boats to cater to ships for their needs. Our clients 

are major shipping lines, agents, owners, etc.

Financial 

Highlights 

Revenue 

S$million 

Net Profit 

S$million 

52.9 

58.6 

40.2 

31.2 

23.6 

24.2 

2007 2008 2009 

2007 2008 2009 

Revenue By Business Division 

S$million 

2009 

2008 

Ship Repair 

S$4.7million 

8% 

Ship Repair 

S$5.7million 

10.8% 

92% 

89.2% 

Marine Logistics 

S$53.9million 

Marine Logistics 

S$47.2million 

Swissco International Limited Annual Report 2009 

0

Financial 

Summary 

FY2009 FY2008 FY2007 

Revenue Statement (S$’000) 

Turnover 58,552 52,928 31,158 

Gross Profit Margin (%) 47.3% 52.8% 50.7% 

Earnings Before Interest, Tax, 

Depreciation & Amortisation (EBITDA) 34,072 28,903 43,839 

Net Profit Before Taxation 25,399 23,846 40,656 

Profit Attributable to Equity Holders 24,177 23,591 40,206 

Financial Position (S$’000) 

Number of shares in Issue 197,209 197,209 178,758 

Total Shareholders Equity 154,553 123,307 210,155 

Total Liabilities 48,727 51,270 33,497 

Total Assets 203,280 174,577 243,652 

Property, Plant and Equipment 144,933 131,474 85,040 

Net Current Assets 19,010 383 132,636 

Cash and Cash Equivalents 14,578 4,313 9,795 

Debt to Equity Ratio - Gearing 0.08 0.17 0.02 

Financial Indicators 

Return on Shareholders Equity 15.6% 19.1% 19.1% 

Return on Total Assets 11.9% 13.5% 16.5% 

Net Asset Value per Share (in S$) 0.78 0.63 1.18 

Basic Earnings per Share ( in cents) 12.26 11.98 22.61 

Diluted Earnings per Share (in cents) 12.21 11.96 22.47 

Dividend per Share (in cents) 1 1 4 

0 


Chairman’s 

Statement 

Dear Valued Shareholders, 

I am pleased to announce that despite difficult market conditions, the 

Group managed to achieve a net profit after tax of S$24.2million, which 

was 2.5% above that of last year. Competition was very keen but due to 

the strong support from our business partners coupled with containment 

of operating costs and strong cash position, the Group has emerged from 

the financial crisis in 2009 with creditable results. 

Financial Performance 

Offshore oil and gas exploration and production activities were at a low 

level during the year. This in turn affected the demand for the chartering 

of offshore vessels. Overall, the charter rates for such vessels were soft 

during the second half of FY2009. 

Revenue growth of 10.6% was achieved through new deliveries added to 

its fleet. The Group took delivery of 11 vessels, disposed 5 offshore vessels, 

2 Out-Port-Limit (“OPL”) boats and transferred 1 vessel to its associated 

company during the year under its fleet expansion and renewal program. 

Vessel composition has shifted towards higher-value vessels that support 

a wider range of services. This resulted in higher overall average charter 

rates that partially offset the lower utilization of offshore vessels. 

Gross profit of FY2009 remain comparable to FY2008 at S$27.7million but 

overall margin fell as a result of higher cost of sales related to owning and 

operating more vessels. Net profit for FY2009 amounted to S$24.2million 

that included a capital gain of S$10.2million comprising S$6.7miilion 

arising from partial divestment of the Group’s long-time held investment 

and S$3.5million from disposal of vessels in line with our fleet expansion 

and renewal program, respectively. 

The chartering business remains the Group’s core revenue generator 

registering a turnover of S$53.9million in FY2009 compared to S$47.2million 

in FY2008. Revenue for our ship repair and maintenance was S$4.7million 

compared to S$5.7million in FY2008 as fewer vessels docked for repair. 


0

Chairman’s Statement 

Dividend 

The Board will be recommending a first and final tax-exempt 

dividend of 1.0 cent per ordinary share, to be approved 

at the forthcoming Annual General Meeting on 16 April 

2010. 

Proposed Acquisition by C2O Holdings Limited 

On 28 October 2009, the Company announced that it had 

been notified by C2O Holdings Limited (“C2O”) that it had 

entered into a non-binding and conditional term sheet 

with our major shareholder, Yeo Holdings Private Limited 

to acquire the latter’s 54.75% stake in the Company. C2O 

further notified the Company that it plans to acquire all 

the remaining shares in the Company by way of a scheme 

of arrangement under Section 210 of the Companies Act, 

Cap 50. The Company has progressively released updates 

of this acquisition exercise to all shareholders through the 

SGXNet. 

Under the proposed Scheme of Arrangement, C2O 

will pay either a cash consideration of S$0.89 per share 

to the shareholders (“Cash Consideration”) or provide 

a share consideration of 1.7917 shares in C2O (“Share 

Consideration”) or a partial Cash Consideration and partial 

Share Consideration in the proportion elected by the 

shareholders. 

In order to assist the Board of the Company in evaluating the 

acquisition proposal from C2O, the Board has appointed 

PrimePartners Corporate Finance Pte Ltd on 1 February 

2010 as the Independent Financial Advisor to advise all 

independent directors on this proposed deal. A scheme 

document containing the advice of the independent financial 

advisor and directors’ recommendation will be forwarded 

to all shareholders after the Court grants the Company’s 

application to convene a meeting of shareholders to 

approve the proposed acquisition. You will be notified of 

the meeting when it materialises. 

At the date of this report, the proposed acquisition may or 

may not take place. I wish to remind you as shareholders 

to exercise caution when dealing with the shares of the 

Company and to refrain from taking any action in respect 

of your shares in the Company which may be prejudicial to 

your interest. 

Acknowledgement and Appreciation 

I would like to express my heartfelt appreciation to fellow 

directors, management and staff for their commitment and 

valuable contributions to the Group’s business. 

Mr Phillip Chan Yee Foo, who is due to retire by rotation 

under Article 87 of the Company’s Articles of Association, 

consented to remain on the Board as advised to provide 

continuity in the process of the proposed acquisition. 

In conclusion, I would like to thank all our customers, 

business associates, suppliers and shareholders for their 

support and confidence in our Group. 

Yeo Chong Lin 

Chairman 

0 


Our 

Milestones 

ACQUIRED 

THE FIRST 

OPL BOAT 

1975 

ENTRY INTO 

OFFSHORE 

SUPPORT 

VESSEL 

MOVED TO 

NO 9 PANDAN 

ROAD 

1990 1995 1998 

VENTURED INTO 

SHIP REPAIR AND 

MAINTENANCE 

SWISSCO 

INTERNATIONAL 

LIMITED WAS 

INCORPORATED 

AND WAS LISTED 

ON SGX-SESDAQ 

2004 

Launching 

New Strengths 

Additions to our fleet enhance and 

broaden our service capabilities and firmly 

position us to capitalize on the eventual 

upturn of the economy.

ENTRY INTO 

ACCOMMODATION 

WORK BOAT 

2006 

RECEIVED THE “MOST 

TRANSPARENT 

COMPANY” AWARD 

AT PRESTIGIOUS SIAS 

INVESTORS’ CHOICE 

AWARDS 2008 

UPGRADED FROM 

SGX-SESDAQ TO SGX- 

MAINBOARD 

ENTRY INTO CREWBOAT 

2007 

RE-ESTABLISHED 

SWISSCO’S PRESENCE 

IN INDONESIA 

SET UP A NEW 

SUBSIDIARY 

- SWISSCO MARITIME 

PTE LTD 

2008 2009 

ESTABLISHED 

SWISSCO’S PRESENCE 

IN MALAYSIA 

COMPLETED NEW 

BUILDING AT NO 60 

PENJURU LANE 

SET UP A NEW 

SUBSIDIARY - SWISSCO 

SHIP SERVICES PTE LTD

Snapshot 

of our Fleet 

SWISSCO 48 

SWISSCO SPIRIT 

SWISSCO SCORPION 

120-men 

Accommodation Workboat 

2006 

30m Aluminium Crewboat 

2008 

48m Anchor Handling Tug/ 

Multi-purpose 

2009 

SWISSCO SERVER 

SWISSCO SUPPLIER II 

SWISSCO 2301 

26m Work Boat 

2008 

55m Anchor Handling 

Tug Supply 

2009 

230ft Deck Cargo Barge 

2008 


10

Fleet 

Composition 

Our fleet has grown in size and composition over the years. Our offshore fleet as at end of FY2009 comprises : 

VESSEL NAME TYPE YEAR BUILT SPECIFICATION CAPACITY (bhp) REMARKS 

SWISSCO SUPREME AHT 200 0M 000 

SWISSCO SOVEREIGN AHT 200 0M 3822 

SWISSCO SKY AHT 2008 M 3500 

SWISSCO STEADFAST AHT 2008 M 3500 

SWISSCO SAMSON AHT 2009 0M 200 

SWISSCO SAPPHIRE AHT-ASD 200 8M 0 

SWISSCO SUPERIOR AHT-ASD 2008 8M 0 

SWISSCO SUPPLIER AHTS 2008 M 200 

SWISSCO SUPPLIER II AHTS 2009 M 200 

SWISSCO SCORPION AHT/MULTI-PURPOSE 2009 8M 00 0 PAX 

SWISSCO 81 BARGE-DECK 2006 280X80X16 NA 





SWISSCO SCOUT ALUM. CREW BOAT 2008 28M 800 0 PAX 

SWISSCO SPIRIT ALUM. CREW BOAT 2008 30M 800 0 PAX 

SWISSCO SEAL ALUM. CREW BOAT 2009 26M 30 36 PAX 

SWISSCO SPUR ALUM. CREW BOAT 2009 26M 30 36 PAX 

SWISSCO SPEAR ALUM. CREW BOAT 2009 30M 800 0 PAX 

SWISSCO STAR UTILITY TUG 200 M 3000 

SWISSCO SENTOSA UTILITY TUG 2006 30M 2000 

SWISSCO SUPER UTILITY VESSEL 2008 36M 2400 

SWISSCO 48 WORKBOAT- 2006 230X64X 2 20 PAX 

SELF-PROPELLED 

ACCOMMODATION 

SWISSCO SUPPORTER WORKBOAT- 2009 0M 2000 PAX 

SELF-PROPELLED 

ACCOMMODATION 

SWISSCO SURF WORK BOAT 2007 26M 0 

SWISSCO SHORE WORK BOAT 2008 26M 0 

SWISSCO SENTRY WORK BOAT 2008 31M 0 

SWISSCO SEARCHER WORK BOAT 2008 26M 0 

SWISSCO SERVER WORK BOAT 2008 26M 0 

Our fleet of vessels under construction as at end of FY2009 comprises : 

VESSEL NAME TYPE YEAR COMPLETION SPECIFICATION CAPACITY (bhp) REMARKS 

SWISSCO SERVICE LANDING CRAFT 2010 M 0 

SWISSCO SUNRISE WORK BOAT 2010 28M 0 

SWISSCO SINGAPORE AHT 2010 M 00 

SWISSCO SABRE AHT 2010 0M 200 

SWISSCO SEAHORSE AHT 2010 36M 3200 

SWISSCO SWIFT AHT 2010 M 3500 


SWISSCO SYNERGY SAFETY STANDBY/TUG 20 0M 2400 

SWISSCO SUMMIT SAFETY STANDBY/TUG 20 0M 2400 

11 Annual Report 2009 Swissco International Limited

Operations 

Review 

Overview 

The Group focused on two core business segments, namely 

marine logistics services and ship repair and maintenance 

services. Performance of marine logistics services segment 

is dependent mainly on demand for offshore vessel whereas 

the ship repair and maintenance segment is supported by 

two slipways, waterfront and a 3,000 DWT docking yard. 

Our marine logistics business contributed significantly to 

the Group’s revenue in FY2009, accounting for 92.0% of 

total turnover (FY2008: 89.2%) as the Group continued its 

effort to enhance fleet composition under its fleet renewal 

and expansion program. 

Under the Group’s renewal and expansion program, it took 

delivery of 11 new offshore vessels and disposed 5 offshore 

vessels and 2 Out-Port-Limit (“OPL”) boats during the year. 

One crew boat was transferred to its associated company 

in Indonesia. It is the Group’s plan to maintain a young and 

versatile fleet to support a wider range of services to the oil 

and gas industry. 

The Group expects to take delivery of 7 vessels over the 

next six months. These new deliveries will enhance the fleet 

mix and provide the Group with a competitive edge. 

Our ship repair and maintenance services contributed 8.0% 

to the Group’s revenue in FY2009 (FY2008: 10.8%). With two 

slipways and a 3,000 DWT docking yard, the Group provide 

repair and maintenance services to vessels (both owned and 

third party vessels) to ensure their seaworthiness and that 

they meet standards required by customers, classification 

societies and the Flag States. The Group will continue with 

its plan to improve operational efficiency of this segment 

through training dedicated staff to reduce dependency on 

third party contractors. 

Review of Performance 

The Group’s total revenue rose by 10.6% to S$58.6million 

compared to S$52.9million in FY2008. Gross profit, at 

S$27.7million was comparable to FY2008 but margin fell 

as a result of higher cost of sales related to owning and 

operating more vessels. Net profit before tax increased 

by 6.7% to S$25.4million (FY2008: S$23.8million). The 

net profit included a capital gain of S$10.2million that 

comprises S$6.7million from partial divestment of the 

Group’s long-time held investment and S$3.5million from 

disposal of vessels in line with our fleet expansion and 

renewal program, respectively. 

Administrative expenses increased by 25.5% to S$11.8million 

in FY2009 from S$9.4million in FY2008, mainly due to 

impairment loss on trade and other receivables. Finance 

cost increased by 9.6% to S$663,000 in FY2009 (FY2008 : 

S$605,000) due to increased borrowings which the Group 


12

Operations Review 

Our vessels AHT Barge 

Utility Tug/Work and 

Crew Boat 

OPL Boat 

Total 

31 December 2009 Fleet size 10 5 15 2 32 

Composition % 31% 16% 47% 6% 100% 

31 December 2008 Fleet size 7 5 13 4 29 

Composition % 22% 16% 50% 12% 100% 

had taken to fund the delivery of new vessels and progress 

payments for vessels under construction. 

The Group’s marine logistics services registered an 

increase in revenue to S$53.9million in FY2009 (FY2008: 

S$47.2million). The Group took delivery of more highervalue 

offshore vessels, operations of which contributed 

to the higher earnings. Profit before tax for this business 

stood at S$24.3million in FY2009 (FY2008: S$28.3million) 

which included gain of S$3.5million (FY2008: S$4.4million) 

from disposal of vessels in line with our fleet expansion and 

renewal program. 

Revenue from ship repair and maintenance business 

accounted for 8.0% of the total revenue in FY2009. Turnover 

decreased 17.5% to S$4.7million in FY2009 (FY2008: 

S$5.7million). As a result of fewer vessels docked for repair, 

net profit before tax contributed by this business was lower 

at S$1.9million compared to S$2.4million in FY2008. 

Review of Balance Sheet and Cash Flows 

The Group’s current and non-current assets increased as 

it made progressive payments for vessels delivered and 

vessels under construction, funded through a combination 

of bank borrowings and operating cashflows. Proceeds 

from disposal of vessels and partial divestment of Group’s 

long-time held investments and positive operating 

cashflows resulted in higher cash balance at year end. Net 

gearing was low as it stood at 8% as at 31 December 2009 

(net gearing ratio is defined as net external indebtedness to 

banks and financial institutions to shareholders’ equity). 

Capital commitments contracted for the purchase of 

vessels and barges amounted to S$17.1million and this is 

expected to be funded by a mix of bank borrowings and 

cash generated from operations. 

Current liabilities were lower due to lesser amount owed to 

shipbuilders as at end of FY2009. 

The Group also recognized S$1.1million of deferred tax 

liability due to temporary differences arising between 

the tax bases of assets and liabilities and their carrying 

amounts. 

Financial assets available for sale, comprises 27million 

ordinary shares of Swiber Holdings Limited with a market 

value of S$1.02 per share as at 31 December 2009. The 

higher market value of financial assets available for sale 

and profits for the year contributed to the Group’s equity 

attributable to equity holders as at 31 December 2009. 


Group 

Structure 

SWISSCO 

INTERNATIONAL 

LIMITED 

Swissco Ship 

Services Pte Ltd 

(“Swissco Ship Services”) 

Swissco Asia 

Pte Ltd 

(“Swissco Asia”) 

Swissco 

Maritime Pte Ltd 

(“Swissco Maritime”) 

100% 

100% 

100% 

Anchoring 

Our Foothold 

Through selective acquisitions and joint ventures, 

we made further inroads in securing our presence 

in new and existing regions.

SW Marine (M) 

Sdn Bhd 

49% 

PT Swissco 

Indonesia 

49% 

Singapore Marine 

Logistics Pte Ltd 

(“SML”) 


Offshore Pte Ltd 

(“Swissco Offshore”) 

100% 100% 

Regional Marine 

Supply Pte Ltd * 

(“RMS”) 

99.998% 


Offshore Ltd 

(“Swissco Seychelles”) 

100% 

* RMS is in the process of voluntary liquidation

Board of 

Directors 

Mr Yeo Chong Lin 

Mr Yeo Chong Lin is our Executive Chairman since 29 January 2004, and a director 

of all the subsidiaries in the Group. 

Mr Yeo spearheads our Group’s long-term growth and development and oversees 

its management. He is responsible for the Group’s overall business strategy 

and expansion. Under his leadership, our Group has succeeded in its service 

strategy to provide comprehensive solutions to our customers’ marine support 

and logistics needs at competitive terms; complete with prompt, reliable and 

efficient service anytime. 

Mr Yeo founded Swissco Offshore in 1975. Prior to that, he worked with the then 

Singapore Harbour Front (Predecessor of the Port of Singapore Authority) for 19 

years. 

Mr Alex Yeo Kian Teong 

Mr Alex Yeo Kian Teong is our Chief Executive Officer since 29 January 2004, and 

a director of all the subsidiaries in the Group. 

He oversees the day-to-day management of the financial, corporate and 

administration matters of our Group. He is also responsible for the sales and 

marketing for key accounts. He assists the Executive Chairman in developing 

business strategies of our Group, and leads in the effective management of our 

Group’s regional operations and expansion. 

Mr Alex Yeo began his career as an Operations Executive in Swissco Offshore 

in 1992. He then assumed the role of an Operations Manager two years later, 

and oversaw the business marketing for the Group. Mr Alex Yeo graduated 

from the University of San Francisco with a Bachelor of Science in Business 

Administration. 

Mr Alex Yeo is the son of the Executive Chairman, Mr Yeo Chong Lin. 


16

Board of Directors 

Mr Phillip Chan Yee Foo 

Mr Phillip Chan was appointed as a Director on 7 June 2004. He is presently a 

director of Essen Pte Ltd. He previously worked for Neptune Orient Lines (NOL) 

for over 27 years in various executive positions and completed his career with 

NOL as a Consultant from 2000 to 2001. 

Mr Phillip Chan graduated from the University of London with a degree of 

Bachelor of Law (Honours). He holds a Diploma in Management Studies with 

Distinction conferred by the University of Chicago Graduate School of Business, 

in association with the National Productivity Board, Singapore (now known as 

SPRING Singapore). He completed the Programme in Management Development 

at the Harvard University Graduate School of Business Administration in Boston, 

USA. 

Mr Fong Hin Tat 

Mr Fong Hin Tat was appointed as a Director on 10 January 2007. Mr Fong 

is currently the Director of the Technical Division of Global Maritime and Port 

Services Pte Ltd with focus on port and maritime consultancy. 

Mr Fong started his career as a Deck Cadet in PanOcean Anco (1974-1979) and 

then a Ship Officer in Neptune Orient Lines Ltd (1979-1983). He joined the Port 

of Singapore Authority as a Harbour Pilot in 1983 and was appointed the Port 

Master (1990-1993). He was the Managing Director of Kim Heng Maritime Pte Ltd 

from 1994 to 1997. In 1998, Mr Fong started his own company, Far Sea Services 

Pte Ltd with focus on project logistics. In 2002, he was elected President of the 

Singapore Nautical Institute. 

Mr Fong obtained his master mariner qualification in 1982 and the Extra Master 

qualification (UK) in 1984. 

Mr Kwah Thiam Hock 

Mr Kwah Thiam Hock was appointed as a Director on 26 March 2008. Mr Kwah is 

a non executive director of both listed IFS Capital Limited and its wholly owned 

subsidiary, ECICS Limited. He is currently an independent director of Wilmar 

International Limited, Select Group Limited, Excelpoint Technology Limited 

and Teho International Inc Ltd. He is also a member of the Singapore Turf Club 

Management Committee and a member of the Audit Committee of Singapore 

Tote Board. 

Mr Kwah is a Fellow Member of the Australian Society of Accountants and also a 

Fellow Member of the Institute of Certified Public Accountants of Singapore and 

the Association of Chartered Certified Accountants (UK). 


Key 

Management 

Mr Sam Kwai Hoong 

Chief Financial Officer 

Ms Yew Yin Fun 

Finance and Administration 

Manager 

Mr Yeo Chong Boon 

General Manager 

(Operations) 

Mr Raju Gnasegaran 

Deputy General Manager 

(Operations) 

Mr Fazil Bin Salleh 

Yard Manager 

Mr Tan Hung Peng 

Deputy General Manager 

of SML 


18

Key Management 

Mr Sam Kwai Hoong 

Chief Financial Officer 

He is responsible for the financial matters of the Group. 

Mr Sam brings with him 18 years of experience in accounting 

and financial management. He started his career as an 

auditor in an international accounting firm, responsible 

for audits of multi-nationals and local listed companies. 

He left to join a SESDAQ company in 1993 as Finance and 

Administration Manager and was promoted to Executive 

Director in 2000, responsible for its financial as well as 

operation matters. Mr Sam holds a degree in Bachelor of 

Accountancy from the National University of Singapore 

and is a Fellow Member of the Institute of Certified Public 

Accountants of Singapore. 

Ms Yew Yin Fun 

Finance and Administration Manager 

She is responsible for the finance, taxation and administrative 

matters of our Group. Ms Yew has more than 20 years of 

experience in accounting and auditing. Prior to joining 

our Group in 2003, she was a Finance and Administration 

Manager for a year and a half with Omni Industries Limited. 

She has strong working experience with multi-nationals 

and local companies. She graduated from the National 

University of Singapore with a degree in Bachelor of 

Accountancy, and is a Fellow Member of the Institute of 

Certified Public Accountants of Singapore. She also holds 

an International Diploma in Computer Studies from TMC 

Computer School. 

Mr Yeo Chong Boon 

General Manager (Operations) 

He is in charge of co-ordinating the movements of vessels, 

updating of vessel documentation, and crew management. 

Mr Yeo joined Swissco Offshore as a Shipping Executive 

in 1975. His role then was to co-ordinate the ship supplies, 

logistics and freight forwarding. The company branched 

out into supply vessels and OPL business in 1990, when 

he has since been in charge of this business area. Mr Yeo is 

the brother of Executive Chairman, Mr Yeo Chong Lin and 

uncle of Chief Executive Officer, Mr Alex Yeo Kian Teong. 

Mr Tham Meng Keong resigned on 19 June 2009 

Mr Raju Gnasegaran 

Deputy General Manager (Operations) 

Mr Raju Gnasegaran oversees the management of all 

marine related services including towage, heavylifts, and 

matters relating to oil pollution and support operational 

and project activities. Prior to joining us in 2004, Mr Raju 

Gnasegaran was with Briggs Environmental Service (Asia) 

Pte Ltd as an Operations/Business Development Manager. 

He assisted in setting up the company in Singapore and 

its operations regionally, and was responsible for the 

management of chemical/oil spill and associated marine 

services. In his portfolio of achievements, he has more 

than 10 years of experience in managing oil spill response 

services, maintenance of machinery, salvage and ocean 

towage operations. He holds a supervisory management 

certificate awarded by the School of Oil Pollution Control, 

Texas A & M University. 

Mr Fazil Bin Salleh 

Yard Manager 

He has been working for Swissco Offshore as a Yard and 

Safety Supervisor for more than 15 years. Mr Fazil Bin Salleh 

is responsible for providing land and sea logistics support 

to the General Manager (Operations). He supervises a 

team of workforce in ensuring smooth loading of ship 

spares, stores, heavy equipment, and manages crew 

change. He assists in co-ordinating with the sub-contractor 

for construction of new shipbuildings at our yard, and is 

also responsible for maintenance of the fleet of vessels, 

plant and equipment of the company. Mr Fazil Bin Salleh 

is trained and equipped to take charge of hot works and 

ensure safety in the workplace. 

Mr Tan Hung Peng 

Deputy General Manager of SML 

He oversees the repair operations in the shipyard. Prior to 

joining the Group, Mr Tan worked with Asetanian Marine as 

a HSE Executive, in charge of operations and HSE matters. 

Mr Tan started his marine career as a Cadet Officer with 

Kapal Ship Management. Over a sailing career of 11 years, 

he has worked on bulk carriers, containers, LPG, reefer and 

general cargo vessels. In 1994, Mr Tan stepped ashore to join 

Jesselton Shipping as Supervisor, in charge of operations. 

He has since worked with major shipping companies and 

involved in projects with offshore oil industries. He obtained 

his Diploma in Nautical Studies from Singapore Polytechnic 

in 1985. He earned his Marine Department Certificate of 

Competency of foreign-going ship in 1986. 


Corporate 

Information 

Board of Directors 

Mr Yeo Chong Lin 

Executive Chairman 


Chief Executive Officer 


Independent Director 





Company Secretaries 

Tan Ching Chek 

Lo Swee Oi 

Registered Office 

60 Penjuru Lane 

Singapore 609214 

Principal Place of Business 

60 Penjuru Lane Singapore 609214 

Telephone: (65) 6265 2855 

Facsimile: (65) 6264 1661 / 6266 0719 

e-mail: swissco@singnet.com.sg 

website: www.swissco.net 

Share Registrar and Share Transfer Office 

B.A.C.S. Private Limited 

63 Cantonment Road 


Auditors 

PricewaterhouseCoopers LLP 

Certified Public Accountants 

8 Cross Street 

#17-00 PWC Building 


Partner-in-charge: Tan Bee Nah 

(effective from 1 January 2007) 

Principal Banker 

United Overseas Bank Limited 

80 Raffles Place 

UOB Plaza 1 



20

Corporate 

Governance Report 

Swissco International Limited (the “Company”) is fully committed to maintaining a high standard of corporate 

governance in the Company and its subsidiaries (the “Group”) in the interests of its shareholders, stakeholders 

and investing public. This report sets out the corporate governance practices of the Company during the financial 

year ended 31 December 2009 with specific reference to the principles of the Singapore Code of Corporate 

Governance 2005 (the “Code”). 

Principle 1: The Board’s Conduct of its Affairs 

The Board held four scheduled meetings for the financial year. In addition, the Board also met on an ad-hoc basis 

during the year to review and discuss corporate and strategic matters such as mid-year performance and budgets. 

The attendance of the directors at Board and Committee meetings during the financial year is tabled as follows: 

Type of Meeting 

Annual 

General 

Meeting 

Board 

Meeting 

Audit 

Committee 

Remuneration 

Committee 

Nominating 

Committee 

Ad-Hoc 

Meeting 

Held in FY2009 1 5 4 2 2 9 

Attendance 

Yeo Chong Lin 1 5 NM NM NM 5 

Alex Yeo Kian Teong 1 5 4¹ 2¹ 2 7 

Phillip Chan Yee Foo 1 5 4 2 2 6 

Fong Hin Tat 1 5 4 2 2 6 

Kwah Thiam Hock 1 5 4 2 NM 9 

¹ : attendance by invitation 

NM : Non-member 

The Board oversees the overall management of the Group’s business and affairs and approves the corporate 

and strategic policies and direction. Matters which require the approval of the Board include inter alia, all major 

undertaking, material acquisitions and disposals of assets and investment decisions, funding and financing 

obligations and commitments, corporate policies, corporate restructuring and equity related matters. 

Principle 2: Board Composition and Guidance 

In FY2009, the Board comprised five directors of whom three were independent directors. This composition 

exceeded the Code’s requirement that at least one-third of the Board should be made up of independent 

directors. 

The Board members are experienced and knowledgeable in their respective fields. They are able to exercise 

objective and independent judgment, which is beneficial to the growth and advancement of the Group. The 

Board is of the opinion that its current composition continues to reflect the broad range of experience, skills and 

knowledge necessary for the effective stewardship of the Group. 

All directors are provided with extensive information about the Group’s history and core values, its strategic 

direction, and corporate governance practices as well as industry-specific information. Directors also have 

the opportunity to visit the operational facilities of the Group and to meet with Management to gain a better 

understanding of the business operations of the Group. 

The Board has no dissenting view on the Chairman’s statement for the year in review. 


Corporate 


Principle 3: Chairman and Chief Executive Officer 

The Group’s Executive Chairman is Mr Yeo Chong Lin. As chairman, he sets strategic directions and growth plans 

for the Group in addition to providing able stewardship to achieve sustainable progress. He is responsible for 

among others, to lead in Board discussion and deliberation. Mr Yeo Chong Lin also ensures that board meetings 

are held when necessary. He sets the meeting agenda, in consultation with the Chief Executive Officer (“CEO”), 

and ensures that directors are provided with adequate and timely information. He also assists in ensuring 

compliance with the Company’s guidelines on corporate governance. 

The Group’s CEO is Mr Alex Yeo Kian Teong. Mr Alex Yeo is responsible for the day-to-day operations and 

administration of the Group. 

The separation of the roles of the Chairman and CEO ensures adequate accountability and transparency in our 

decision making processes. 

Mr Alex Yeo Kian Teong is the son of Mr Yeo Chong Lin. 

Principle 4: Board Membership 

Principle 5: Board Performance 

The Board has established a Nominating Committee (the “NC”) on 7 June 2004 to ensure that there is a formal 

and transparent process for the appointment of new directors to the Board. The NC comprises the following: 




Independent Director (Chairman) 

Executive Director (Member) 

Independent Director (Member) 

Mr Phillip Chan Yee Foo is currently a director of Essen Pte Ltd. He has more than 25 years of working experience 

in Neptune Orient Lines Ltd, where he was primarily responsible for the Group’s human resource management 

including key executive selection and appointment, executive compensation practices and policies. 

The NC has established terms of reference that describe the responsibilities of its members, which include: 

(a) 

(b) 

(c) 

(d) 

recommending appointment and re-nomination of directors having regard to the directors’ qualification, 

contribution, performance and time availability; 

determining annually whether or not a director is independent; 

deciding where a director has multiple board representation, whether the director is able to or has been 

adequately carrying out his duties as a director; and 

providing assistance to the Board in the adoption, implementation and observance of good corporate 

governance. 

In recommending a candidate for appointment or re-election to the Board, the NC shall consider amongst other 

things, his contributions to the Board and his independence. The Board has the discretion to accept or reject the 

NC’s recommendation and its decision is final. 

The NC considers Board Renewal as an important and integral process to enable and ensure that the Company 

would remain dynamic, adaptable and progressive to meet new challenges. Following the NC’s recommendations, 

the Board has fine-tuned the Board Renewal Process in respect of FY2009 whereby the tenure of all directors 

would be for a minimum of one year and renewed annually subject to his retirement under Articles of Association 

of the Company or his re-appointment under Section 153(6) of the Cap Act, Cap 50. 


22

Corporate 


The NC is of the opinion that the Directors, who have been deemed as independent under the Board Composition 

section, are indeed independent and the current size of the Board is adequate for the stewardship of the Group. 

The Company’s Articles of Association provide that one-third of the directors shall retire by rotation at the 

Company’s Annual General Meeting (“AGM”) annually except for the Managing Director or person holding such 

equivalent position shall not be subject to retirement by rotation as other directors of the Company. 

The NC has recommended Mr Phillip Chan Yee Foo, who is retiring under Article 87 at the forthcoming AGM, to 

be re-elected. Mr Phillip Chan consented to remain on the Board as advised to provide continuity to the process 

relating to the proposed acquisition of all the shares in the Company by C2O Holdings Limited by way of a 

Scheme of Arrangement. 

The NC has also recommended the re-appointment of Mr Yeo Chong Lin who is retiring under Section 153(6) of 

the Companies Act, Cap 50 at the forthcoming AGM. 

The retiring directors have offered themselves for re-election/re-appointment. The Board has accepted the 

recommendations of the NC. 

The dates of initial appointment and re-election of the Directors are set out below: 

Director 

Position 

Date of Initial 

Appointment 

Date of Last 

Re-election 

Yeo Chong Lin Executive Chairman 29 January 2004 30 April 2009 

Alex Yeo Kian Teong Chief Executive Officer 29 January 2004 NA 

Phillip Chan Yee Foo Independent Director 7 June 2004 29 April 2008 

Fong Hin Tat Independent Director 10 January 2007 30 April 2009 

Kwah Thiam Hock Independent Director 26 March 2008 29 April 2008 

The performance of the Board is ultimately reflected in the performance of the Group. The Board ensure 

compliance with the applicable laws. Board members act in good faith, with due diligence and care in the best 

interests of the Company and its shareholders. 

The Board, through the delegation of its authority to the NC, has made its best efforts to ensure each director 

possesses the experience, knowledge and skills critical to the Group’s business. This is necessary to enable the 

Board to make sound and well-considered decisions. The NC, in considering the nomination of any Director for 

re-election, evaluates the performance of the Director involved and makes the appropriate recommendation to 

the Board. 

Since FY2008, the NC had put in place a formal Board Evaluation Process. This formal evaluation of the 

performance of the Board is undertaken on a continuous basis by the NC with input from other Board members, 

the Chairman and the CEO. The Board will act on the results of the evaluation and where appropriate and in 

consultation with the NC, propose the appointment of new Directors or seek the resignation of current Directors. 

Renewal or replacement of Directors does not necessarily reflect their contribution to date; it may be driven by 

the need to position and shape the Board in line with the anticipated needs of the Company and its business. 

The NC has reviewed and refined the guideline on the maximum number of directorships for our non Executive 

and/or Independent Director holds in public listed companies from the present 5 to 10 if he or she does not 

have a full-time employment. The cap on the number of directorships that a non Executive and/or Independent 

Director holds remained at 5 if he or she has a full time employment. This is to ensure that he or she must be able 

to devote adequate time and commitment to each listed company. 

The search and nomination process for new directors, if any, will be through search companies, contacts and 

recommendations that go through the normal selection process, to cast its net as wide as possible for the right 

candidates. 


Corporate 


New directors are appointed by the Board after the NC has reviewed and recommended their appointment. Such 

new directors are however required to submit themselves for re-election at the next AGM of the Company. 

Principle 6: Access to Information 

The members of the Board in their individual capacity have access to complete information on a timely basis in 

the form, content and quality necessary for the discharge of their duties and responsibilities. Prior to each Board 

meeting, the members of the Board are each provided with the relevant documents and information to enable 

them to obtain a comprehensive understanding of the issues to be deliberated upon to enable them to arrive at 

an informed decision. 

The Directors have direct access to management and the advice and services of the Company Secretary, who 

attends all Board meetings and is responsible for ensuring that Board meeting procedures are followed and that 

applicable rules, acts and regulations are complied with. 

Principle 7: Procedures for Developing Remuneration Policies 

Principle 8: Level & Mix of Remuneration 

Principle 9: Disclosure of Remuneration 

The Board has established a Remuneration Committee (the “RC”) on 7 June 2004. The RC comprises the 

following: 







Mr Fong Hin Tat is currently a director of the Technical Division of Global Maritime and Port Services Pte Ltd 

where he is responsible for technical matters in the design and implementation of all maritime and port projects 

undertaken by the company. He was formerly the Port Master for the Port of Singapore Authority where he was 

responsible for the operations of the Port of Singapore including the appointment, remuneration and discipline 

of the port’s marine officers and the pool of professional harbour pilots. Mr Fong holds the Extra Master 

qualifications. 

The RC has been mandated by the Board to carry out key duties and responsibilities in the matters of 

remuneration including the following: 

• review and establish executive remuneration policy; 

• approve the remuneration packages and service terms of key executives; 

• oversee the formulation of human resources policies and the adoption of best practices in line with 

companies of comparable size; 

• administer the Employee Share Option Scheme; and 

• recommend directors’ fees to the Board. 

Disclosure on Remuneration 

In its review and establishment of the Group’s remuneration policy, the Remuneration Committee from time 

to time seeks advice from external consultants. The remuneration policy recommended by the Remuneration 

Committee is submitted for approval by the Board. 


24

Corporate 


Executive Directors of the Company have Service Agreements to govern their appointments. The Executive 

Chairman’s Service Agreement was extended for an additional one year effective 1 January 2010 while the CEO’s 

Service Agreement was last renewed for a period of 3 years effective 1 January 2008. 

For the independent directors, save for the Directors’ fees, which have to be approved by the Shareholders at 

every AGM, they did not receive any other remuneration from the Company. 

The remuneration of the Executive Directors include, among others, a fixed salary and a performance-driven 

variable bonus which is designed to align their performance with the interests of the Shareholders. 

Based on the existing terms and conditions of employment, there are no onerous compensation commitments on 

the part of the Company in the event of termination of the services of the Executive Directors. 

A summary compensation table of the directors’ remuneration (including share options granted) for the financial 

year ended 31 December 2009 is set out below: 

Remuneration Band Breakdown of Directors’ Remuneration (%) 

Name of Director 

S$500,000 

And above 

S$250,000 

to below 

S$500,000 

Below 

S$250,000 Salary 

Variable 

Bonus* Fees# 

Other 

Benefits Total 

Yeo Chong Lin √ – – 11 83 – 6 100 

Alex Yeo Kian Teong √ – – 10 84 – 6 100 

Phillip Chan Yee Foo – – √ – – 77 23 ‡ 100 

Fong Hin Tat – – √ – – 77 23 ‡ 100 

Kwah Thiam Hock – – √ – – 87 13 ‡ 100 

* Variable bonus paid/payable for the financial year ended 31 December 2009. 

# Proposed directors’ fees for the financial year ended 31 December 2009. 

‡ Other benefits for independent directors relates to value of share options based on Black Scholes Valuation. 

In FY2004, the shareholders had approved an employee share option scheme, known as Swissco Share Option 

Scheme (the “Scheme”). The Company has implemented the Scheme and during the financial year, had granted 

500,000 share options each to both executive directors at an exercise price of S$0.36. 

Details of the Scheme that are granted to the Directors of the Company and employees of the Group are set out 

in the Directors’ Report. 

The remuneration (including share options granted) of the following Key Executives falls below S$250,000 for the 

financial year ended 31 December 2009: 

Salary Variable Bonus Other Benefits Total 

Name of Executive (%) (%) (%) (%) 

Fazil Bin Salleh 54 18 28 100 

Raju Gnasegaran 52 17 31 100 

Sam Kwai Hoong 62 26 12 100 

Tan Hung Peng 53 6 41 100 

Yeo Chong Boon 47 15 38 100 

Yew Yin Fun 57 19 24 100 


Corporate 


Mr Yeo Chong Boon is the brother of the Executive Chairman, Mr Yeo Chong Lin and uncle of the Chief Executive 

Officer, Mr Alex Yeo Kian Teong. His remuneration does not exceed S$150,000 for FY2009. 

Principle 10: Accountability 

The Company has taken steps to comply with the Listing Manual of the Singapore Exchange Securities Trading 

Limited (“SGX-ST”) on the disclosure requirements of material information. The Board is mindful of the obligation 

to provide shareholders with information on all major developments that affect the Group and strives to maintain 

a high standard of transparency. 

Management provides all members of the Board with management accounts which present a balanced and 

understandable assessment of the company’s performance, position and prospects on a monthly basis. 

Principle 11: Audit Committee 

Principle 12: Internal Controls 

The Board has established the Audit Committee (the “AC”) on 7 June 2004. The AC comprises the following: 







Mr Kwah Thiam Hock is currently a non executive director of IFS Capital Limited and its wholly owned subsidiary, 

ECICS Limited (public company). He is an independent director of Wilmar International Limited, Select Group 

Limited, Excelpoint Technology Limited and Teho International Inc Ltd. He is also a member of Singapore Turf 

Club Management Committee and a member of the Audit Committee of Singapore Tote Board. 

The role of the AC is to assist the Board of Directors in overseeing the adequacy of the overall internal control 

functions, the internal audit functions within the Group, the scope of audit by the external auditor as well as their 

independence. The functions of the AC include the following: 

1. review with the external auditors the scope and results of the audit, their management letter and 

management’s response; 

2. review the financial statements including annual budget and any forecast, before submission to the Board 

for approval; 

3. review the findings of the Internal Auditors to ensure possible precautions are taken to ensure no 

irregularities; 

4. review the interested person transactions in accordance with the Listing Rules of the SGX-ST; 

5. review all non-audit services provided by the external auditors so as to ensure that any provision of such 

services would not affect the independence and objectivity of external auditors; 

6. consider and recommend the appointment or re-appointment of the external auditors; and 

7. report actions and minutes of the AC meetings to the Board of Directors with recommendations, where AC 

considers appropriate. 

The AC has full access to and the co-operation of Management and full discretion to invite any Director or 

Executive Officer to attend its meetings and reasonable resources to enable it to discharge properly its functions. 

The AC met the external auditors in February 2010 without the presence of management to review any matters 

that might be raised privately. 


26

Corporate 


The Audit Committee has reviewed the nature of non-audit services rendered by the External Auditors and is of 

the view that the independence of the External Auditors has not been compromised. 

The Audit Committee has recommended to the Board the re-appointment of PricewaterhouseCoopers LLP as 

External Auditors for the year ending 31 December 2010. 

The Company has put in place a whistle-blowing policy which will provide well-defined and accessible channels 

in the Group through which employees may raise concerns in the event that they may encounter any improper 

conduct within the Group. 

During the year, the AC met four times, with full attendance of its members. 

The Board is satisfied that there are adequate internal controls in the Group. 

Principle 13: Internal Audit 

The Group outsourced its internal audit function to a professional service firm, Yang Lee & Associates. The 

internal auditor plans its audit schedules in consultation with the Management and its plan is submitted to the 

AC for approval. The AC reviews and approves the internal audit plans and resources to ensure that Yang Lee 

& Associates has the necessary resources to adequately perform its functions. The AC has also reviewed and 

they believed that the internal auditor is independent and have the appropriate standing to perform its functions 

effectively. 

Principle 14: Communication with Shareholders 

Principle 15: Shareholder Participation 

The Board is mindful of the Company’s obligation to provide timely and fair disclosure of any material information 

in accordance with the Corporate Disclosure of the SGX-ST. 

Information is communicated to our shareholders through SGXNET, press releases on major developments and 

disclosures to the SGX-ST. Annual Reports are prepared and issued to all shareholders. Notice of AGM is also 

advertised in the newspapers. 

The AGM is the principal forum for dialogue with shareholders. Shareholders may attend the AGM to raise 

relevant questions to the Directors and Management regarding the Group’s business and operations. The 

chairmen of the Audit, Nominating and Remuneration Committees are present to address questions at the 

AGM. The external auditors are present too, to assist the directors in addressing any relevant queries raised by 

shareholders. 

In the event that the shareholder cannot attend the AGM, the Articles of Association of the Company allow a 

member to appoint one or two proxies to attend and vote instead of the shareholder. 

Resolutions to be passed at general meetings are always separate and distinct in terms of issue so that 

shareholders are able to exercise their right to approve or deny the issue or motion. Shareholders can also 

exercise their right to vote in absentia by use of proxies. 

The Company has a website (www.swissco.net) which will also provide shareholders with current information on 

the Group’s business and activities. 


Corporate 


Disclosure of Material Contracts 

There are no material contracts entered into by the Company or its subsidiaries involving the interest of the chief 

executive officer, directors or controlling shareholders either still subsisting at the end of the financial year or if not 

then subsisting, entered into since the end of the previous year, except for the service agreements entered into 

between the Company and the Executive Directors. 

Dealings in Securities 

The Company has set out internal guidelines to the Directors and key employees of the Group to prohibit 

dealings in the Company shares while in possession of price sensitive information. Directors and officers are 

prohibited from dealing in the securities of the Company during the period commencing two weeks before the 

announcement of the quarterly results and one month before the announcement of the Company’s annual results 

and ending on the date of announcement of the results. 

In addition, officers are expected to observe insider trading laws at all times even when dealing in securities within 

the permitted trading period. 

Interested Party Transactions 

The Company has set out procedures governing all interested person transactions to ensure that they are carried 

out on an arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of the 

Company and its shareholders. 

Disclosure according to the Rule 907 of the SGX-ST Listing Manual in respect of interested person transactions for 

the financial year ended 31 December 2009 is stated in the following table: 

Name of Interested Person 

Swissco Structural Mechanical Pte Ltd 

Global Maritime and Port Services Pte Ltd 

Aggregate value of all interested person transactions during 

the financial year under review (excluding transactions less than 

S$100,000 and transactions conducted under shareholders’ 

mandate pursuant to Rule 920) 

Rental expense of S$666,287 paid for the use of the premises 

at No 9 Pandan Road Singapore 609257 

Fees for charter of Swissco Sentosa of S$238,883. 

The Company does not have a general shareholders’ mandate pursuant to Rule 920 of the Listing Manual. 


28

Directors' 

Report 

For the financial year ended 31 December 2009 

The directors present their report to the members together with the audited financial statements of the Group for 

the financial year ended 31 December 2009 and the balance sheet of the Company as at 31 December 2009. 

Directors 

The directors of the Company in office at the date of this report are as follows: 

Yeo Chong Lin 

Alex Yeo Kian Teong 

Phillip Chan Yee Foo 

Fong Hin Tat 

Kwah Thiam Hock 

Arrangements to enable directors to acquire shares and debentures 

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement 

whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of 

shares in, or debentures of, the Company or any other body corporate, other than as disclosed under “Share 

options” in this report. 

Directors’ interests in shares or debentures 

(a) 

According to the register of directors’ shareholdings, none of the directors holding office at the end of 

the financial year had any interest in the shares or debentures of the Company or its related corporations, 

except as follows: 

Holdings registered in 

name of director 

At 

31.12.2009 

At 

1.1.2009 

Holdings in which director 

is deemed to have an interest 

At 

31.12.2009 

At 

1.1.2009 

The Company 

(No. of ordinary shares) 

Yeo Chong Lin 614,000 1,675,000 107,976,797 107,976,797 

Alex Yeo Kian Teong 1,905,000 1,805,000 107,976,797 107,976,797 

Phillip Chan Yee Foo 220,000 220,000 – – 

Fong Hin Tat – – – – 

Kwah Thiam Hock – – – – 

Holding Corporation 

- Yeo Holdings Private Limited 

(No. of ordinary shares) 

Yeo Chong Lin 5,213,160 5,592,298 – – 

Alex Yeo Kian Teong 2,369,618 2,369,618 – – 



Report 


Directors’ interests in shares or debentures (continued) 

(b) 

According to the register of directors’ shareholdings, certain directors holding office at the end of the 

financial year had interests in options to subscribe for ordinary shares of the Company granted pursuant to 

the Swissco Share Option Scheme as set out below and under “Share options” in this report. 

Number of unissued 

ordinary shares under option 

At 

31.12.2009 

At 

1.1.2009 

Yeo Chong Lin 1,500,000 1,000,000 

Alex Yeo Kian Teong 1,200,000 700,000 

Phillip Chan Yee Foo 300,000 200,000 

Fong Hin Tat 250,000 150,000 

Kwah Thiam Hock 100,000 – 

(c) 

(d) 

Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong, who by virtue of their deemed interests of not less than 

20% in the issued share capital of the Company, are deemed to have interests in the whole of the share 

capital of the Company’s wholly owned subsidiaries. 

The directors’ interests in the ordinary shares of the Company as at 21 January 2010 were the same as 

those as at 31 December 2009. 

Directors’ contractual benefits 

Since the end of the previous financial year, no director has received or become entitled to receive a benefit 

by reason of a contract made by the Company or a related corporation with the director or with a firm of which 

he is a member or with a company in which he has a substantial financial interest, except as disclosed in the 

accompanying financial statements and in this report, and that Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong 

have employment relationships with the Company, and have received remuneration in that capacity. 

Share options 

(a) 

Swissco Share Option Scheme 

The Swissco Share Option Scheme (the “Scheme”) was approved by the members of the Company 

at an Extraordinary General Meeting on 21 October 2004. The purpose of the Scheme is to provide an 

opportunity for employees, executive directors and non-executive directors who have contributed to the 

growth and development of the Group to participate in the equity of the Company as well as to motivate 

and optimise their performance and to align their interests with the Group. 

The aggregate number of Scheme shares issuable under the Scheme shall not exceed 15% of the issued 

shares of the Company (“Scheme Limit”). The number of shares comprised in any options to be offered to 

a participant in the Scheme shall be determined at the absolute discretion of the Remuneration Committee, 

who shall take into account criteria such as the rank, the past performance, years of service, potential for 

future development and contribution of the participant. 

The Scheme does not allow options to be granted at a discount to a subscriber of the Scheme shares. 


30


Report 


Share options (continued) 

(a) 

Swissco Share Option Scheme (continued) 

An employee who is a controlling shareholder of the Company or an associate of a controlling shareholder 

shall be eligible to participate in the Scheme if (a) his participation in the Scheme and (b) the actual number 

and terms of the options to be granted to him have been approved by the independent shareholders of the 

Company in separate resolutions for each such person. The total number of Scheme shares to be offered to 

the controlling shareholders and their associates shall not during the entire operation of the Scheme exceed 

25% of the Scheme Limit and the total number of shares to be offered to a participant who is a controlling 

shareholder or an associate of a controlling shareholder shall not during the entire operation of the Scheme 

exceed 10% of the Scheme Limit. 

The exercise price for each Scheme share shall be the average of the last dealt prices of the shares on 

the Mainboard of the Singapore Exchange Securities Trading Limited for the 5 consecutive market days 

immediately preceding the Date of Grant in relation to an option granted to an employee or a director of 

the Group who is not a controlling shareholder or an associate of a controlling shareholder. 

In relation to an option granted to a person who is a controlling shareholder or an associate of a controlling 

shareholder, the exercise price for each Scheme share shall be equal to the average of the last dealt prices 

for the Company’s share for the 5 consecutive market days immediately preceding the latest practicable 

date prior to the date of any circular, letter or notice to the shareholders proposing to seek their approval 

of the grant of such options to the controlling shareholder or its associate. 

Offers of options made to grantees, if not accepted by the grantees within 30 days will lapse. The Scheme 

shall continue in operation for a maximum of 10 years commencing on the date which the Scheme is 

adopted by the Company in general meeting, unless otherwise extended by the shareholders by ordinary 

resolution in general meeting. 

On 16 March 2009 and 30 April 2009, options on 866,667 shares with an exercise price of S$0.29 per 

ordinary share and options on 1,150,000 shares with an exercise price of S$0.36 per ordinary share 

respectively were granted pursuant to the Scheme (“2009 Options”). The 2009 Options are exercisable 

from 16 March 2010 and 30 April 2010. Details of the options granted to the directors of the Company and 

an associate of the Company’s controlling shareholders are as follows: 

Name 

No. of unissued ordinary shares of the Company under option 

Granted in 

financial year 

ended 

31.12.2009 

Aggregate 

granted since 

commencement 

of scheme to 

31.12.2009 

Aggregate 

exercised since 

commencement 

of scheme to 

31.12.2009 

Aggregate 

outstanding as 

at 31.12.2009 

Yeo Chong Lin 500,000 2,300,000 800,000 1,500,000 

Alex Yeo Kian Teong 500,000 2,300,000 1,100,000 1,200,000 

Phillip Chan Yee Foo 100,000 480,000 180,000 300,000 

Fong Hin Tat 100,000 250,000 – 250,000 

Kwah Thiam Hock 100,000 100,000 – 100,000 

Yeo Chong Boon 150,000 500,000 250,000 250,000 

Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong are controlling shareholders of the Company. 

Mr Yeo Chong Boon is an associate of the controlling shareholders of the Company. 



Report 



(a) 

Swissco Share Option Scheme (continued) 

No participant under the Scheme has received 5% or more of the total number of options available under 

the Scheme, except for Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong who are directors of the Company. 

The Remuneration Committee administering the Scheme comprises the following directors: 

Fong Hin Tat - Chairman 


Kwah Thiam Hock 

(b) 

Share options outstanding 

The number of unissued ordinary shares of the Company under option in relation to the Swissco Share 

Option Scheme outstanding at the end of the financial year was as follows: 

Option granted on 

No. of unissued 

ordinary shares under 

option at 31.12.2009 Exercise price Exercise period 

15.3.2006 100,000 S$0.390 15.3.2007 - 14.3.2016 

15.3.2007 150,000 S$0.587 15.3.2008 - 14.3.2012 

15.3.2007 175,000 S$0.587 15.3.2008 - 14.3.2017 

27.4.2007 700,000 S$0.678 27.4.2008 - 26.4.2017 

15.3.2008 200,000 S$0.760 15.3.2009 - 14.3.2013 

15.3.2008 300,000 S$0.760 15.3.2009 - 14.3.2018 

29.4.2008 1,100,000 S$0.810 29.4.2009 - 28.4.2018 

16.3.2009 300,000 S$0.290 16.3.2010 - 15.3.2014 

16.3.2009 525,000 S$0.290 16.3.2010 - 15.3.2019 

30.4.2009 1,150,000 S$0.360 30.4.2010 - 29.4.2019 

4,700,000 

As disclosed in Note 35 to the financial statements, on 25 February 2010, the Company entered into a 

conditional merger agreement with C2O Holdings Limited (“C2O”). Under this conditional merger 

agreement, C2O shall make a proposal to the holders of the options (“Optionholders”) to buy out all of the 

outstanding and unexercised options (the “Option Proposal”) held by the Optionholders. 

The Option Proposal shall include, inter alia, the following terms: 

(i) 

C2O shall pay the Optionholders an amount in cash (the “Option Consideration”) for all the 

outstanding and unexercised options granted to and held by the Optionholders, vested or otherwise 

and in consideration thereof, the Optionholders shall waive all rights to: 

(a) 

(b) 

exercise such options into new shares; and 

exercise all or any of their rights as holders of such options. 

(ii) 

Optionholders who have accepted the Option Proposal shall surrender all their options for 

cancellation; and 


32


Report 



(b) 

Share options outstanding (continued) 

(iii) 

the Option Consideration in relation to each option shall be the amount (if positive) by which the 

Cash Consideration as defined under the merger agreement less the exercise price of that option. 

Where the exercise price of an option is equal to or more than the Cash Consideration, the Option 

Consideration for such option shall be a nominal amount of S$0.001. 

The Option Consideration shall be paid on the same date as the Cash Consideration. 

In accordance to the conditional merger agreement, new options shall not be granted in 2010. In lieu of 

these options, the Company shall compensate eligible employees and directors in cash computed based 

on such number of options recommended by the Company’s Remuneration Committee, multiplied by the 

cash value of each new option to be determined by an independent professional valuer. 

Audit Committee 

The members of the Audit Committee at the end of the financial year were as follows: 

Kwah Thiam Hock - Chairman 


Fong Hin Tat 

All members of the Audit Committee were independent and non-executive directors. 

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies 

Act. In performing those functions, the Committee reviewed: 

• the scope and the results of internal audit procedures with the internal auditor; 

• the audit plan of the Company’s independent auditor and any recommendation on the internal accounting 

controls arising from the statutory audit; 

• the assistance given by the Company’s management to the independent auditor; 

• the interested person transactions in accordance with the Listing Rules of the Singapore Exchange 

Securities Trading Limited; and 

• the balance sheet of the Company and the consolidated financial statements of the Group for the 

financial year ended 31 December 2009 before their submission to the Board of Directors, as well as 

the independent auditor’s report on the balance sheet of the Company and the consolidated financial 

statements of the Group. 

The Audit Committee has recommended to the Board that the independent auditor, PricewaterhouseCoopers LLP, 

be nominated for re-appointment at the forthcoming Annual General Meeting of the Company. 



Report 


Independent Auditor 

The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment. 

On behalf of the directors 

Yeo Chong Lin 




22 March 2010 


34

Statement 

by Directors 


In the opinion of the directors, 

(a) 

(b) 

the balance sheet of the Company and the consolidated financial statements of the Group as set out on 

pages 37 to 84 are drawn up so as to give a true and fair view of the state of affairs of the Company and of 

the Group as at 31 December 2009 and of the results of the business, changes in equity and cash flows of 

the Group for the financial year then ended; and 

at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay 

its debts as and when they fall due. 

On behalf of the directors 

Yeo Chong Lin 




22 March 2010 


Independent 

Auditor's Report 

To the Member of Swissco International Limited 

We have audited the accompanying financial statements of Swissco International Limited (the “Company”) and 

its subsidiaries (the “Group”) set out on pages 37 to 84, which comprise the balance sheets of the Company and 

of the Group as at 31 December 2009, the consolidated statement of comprehensive income, the consolidated 

statement of changes in equity and the consolidated cash flow statement of the Group for the financial year then 

ended, and a summary of significant accounting policies and other explanatory notes. 

Management’s Responsibility for the Financial Statements 

Management is responsible for the preparation and fair presentation of these financial statements in accordance 

with the provisions of the Singapore Companies Act (Cap. 50) (the “Act”) and Singapore Financial Reporting 

Standards. This responsibility includes: 

(a) 

(b) 

(c) 

devising and maintaining a system of internal accounting control sufficient to provide a reasonable 

assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions 

are properly authorised and that they are recorded as necessary to permit the preparation of true and fair 

profit and loss accounts and balance sheets and to maintain accountability of assets; 

selecting and applying appropriate accounting policies; and 

making accounting estimates that are reasonable in the circumstances. 

Auditor’s Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted 

our audit in accordance with Singapore Standards on Auditing. Those Standards require that we comply with 

ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial 

statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the 

financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of 

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk 

assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of 

the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for 

the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes 

evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made 

by management, as well as evaluating the overall presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 

opinion. 

Opinion 

In our opinion, 

(a) 

(b) 

the balance sheet of the Company and the consolidated financial statements of the Group are properly 

drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so 

as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 

2009, and the results, changes in equity and cash flows of the Group for the financial year ended on that 

date; and 

the accounting and other records required by the Act to be kept by the Company and by those subsidiaries 

incorporated in Singapore of which we are the auditor, have been properly kept in accordance with the 

provisions of the Act. 

PricewaterhouseCoopers LLP 

Public Accountants and Certified Public Accountants 

Singapore, 22 March 2010 


36

Consolidated 

Statement of Comprehensive Income 


Note 2009 2008 

$ $ 

Sales 3 58,552,122 52,927,707 

Cost of sales (30,853,803) (24,964,689) 

Gross profit 27,698,319 27,963,018 

Other income 3 312,621 665,850 

Other gains/(losses) – net 

- Transfer from equity on disposal of financial assets, available for sale 4 6,722,860 – 

- Others 4 3,062,737 5,427,820 

Expenses 

- Administrative (11,780,722) (9,394,620) 

- Finance 6 (663,078) (605,386) 

Share of profit/(loss) of an associated company 16 46,536 (210,653) 

Profit before income tax 25,399,273 23,846,029 

Income tax expense 8 (1,222,568) (255,385) 

Net profit attributable to equity holders of the Company 24,176,705 23,590,644 

Other comprehensive income: 

Financial assets, available-for-sale 

- Fair value gains/(losses) 15,400,539 (109,250,000) 

- Reclassification to profit or loss (6,722,860) – 

Other comprehensive income/(losses), net of tax 8,677,679 (109,250,000) 

Total comprehensive income/(losses) attributable to equity holders 

of the Company 32,854,384 (85,659,356) 

Earnings per share attributable to equity holders of the Company 

(cents per share) 

- Basic 9 12.26 11.98 

- Diluted 9 12.21 11.96 

The accompanying notes form an integral part of these financial statements. 


Balance 

Sheets 

As at 31 December 2009 

Group 

Company 

Note 2009 2008 2009 2008 

$ $ $ $ 

ASSETS 

Current assets 

Cash and cash equivalents 10 14,578,463 4,313,138 416,280 81,663 

Financial assets, available-for-sale 11 27,540,000 21,090,000 27,540,000 21,090,000 

Trade and other receivables 12 15,456,942 16,095,447 56,615,047 50,938,399 

Inventories 13 98,725 146,637 – – 

Other current assets 14 605,894 1,458,616 10,958 17,196 

58,280,024 43,103,838 84,582,285 72,127,258 

Non-current assets 

Investments in subsidiaries 15 – – 7,835,782 7,785,782 

Investment in an associated company 16 46,536 – 210,653 210,653 

Investment in a joint venture 17 20,366 – 20,366 – 

Property, plant and equipment 18 144,933,440 131,473,704 – – 

145,000,342 131,473,704 8,066,801 7,996,435 

Total assets 203,280,366 174,577,542 92,649,086 80,123,693 

LIABILITIES 

Current liabilities 

Trade and other payables 19 18,803,497 23,480,595 6,261,947 5,657,552 

Borrowings 20 19,722,245 18,613,405 – – 

Current income tax liabilities 744,348 626,439 – – 

39,270,090 42,720,439 6,261,947 5,657,552 

Non-current liabilities 

Borrowings 20 6,783,331 7,235,398 – – 

Deferred income tax liabilities 8 1,087,180 101,530 – – 

Deferred gain 22 1,586,660 1,212,806 – – 

9,457,171 8,549,734 – – 

Total liabilities 48,727,261 51,270,173 6,261,947 5,657,552 

NET ASSETS 154,553,105 123,307,369 86,387,139 74,466,141 

EQUITY 

Capital and reserves attributable to 

equity holders of the Company 

Share capital 24 27,380,166 27,380,166 27,380,166 27,380,166 

Other reserves 25 23,040,616 13,999,498 26,814,618 19,311,053 

Retained earnings 26 104,132,323 81,927,705 32,192,355 27,774,922 

Total equity 154,553,105 123,307,369 86,387,139 74,466,141 



38

Consolidated 

Statement of Changes in Equity 


Attributable to equity holders of the Company 

Note 

Share 

capital 

Other 

reserves 

Retained 

earnings 

Total 

equity 

$ $ $ $ 

2009 

Beginning of financial year 27,380,166 13,999,498 81,927,705 123,307,369 

Employee share option scheme 

- Value of employee services 25 – 363,439 – 363,439 

Total comprehensive income for the year – 8,677,679 24,176,705 32,854,384 

Dividends 27 – – (1,972,087) (1,972,087) 

End of financial year 27,380,166 23,040,616 104,132,323 154,553,105 

2008 

Beginning of financial year 26,919,114 122,931,320 60,304,898 210,155,332 

Issue of shares pursuant to employee 

share option scheme 24 348,281 – – 348,281 

Employee share option scheme 

- Value of employee services 25 – 430,949 – 430,949 

- Transfer to share capital upon exercise 

of share options 25 112,771 (112,771) – – 

Total comprehensive (losses)/income 

for the year – (109,250,000) 23,590,644 (85,659,356) 

Dividends 27 – – (1,967,837) (1,967,837) 

End of financial year 27,380,166 13,999,498 81,927,705 123,307,369 



Consolidated 

Cash Flow Statement 


Note 2009 2008 

$ $ 

Cash flows from operating activities 

Net profit 24,176,705 23,590,644 

Adjustments for 

- Income tax expense 1,222,568 255,385 

- Share of (profit)/loss of an associated company (46,536) 210,653 

- Employee share option expense 363,439 430,949 

- Amortisation of deferred gain (68,530) (47,250) 

- Depreciation of property, plant and equipment 8,021,114 4,646,626 

- Interest expense 663,078 605,386 

- Interest income (11,712) (195,058) 

- Gain on disposal of property, plant and equipment (3,476,380) (3,515,035) 

- Gain on disposal of non-current asset classified as held for sale – (1,704,745) 

- Gain on disposal of financial assets, available-for-sale (6,722,860) – 

24,120,886 24,277,555 

Change in working capital 

- Trade and other receivables 638,505 (4,771,482) 

- Inventories 47,912 (114,096) 

- Other current assets 852,722 (375,791) 

- Trade and other payables 170,947 4,157,382 

Cash generated from operations 25,830,972 23,173,568 

Income tax paid (119,009) (663,976) 

Net cash provided by operating activities 25,711,963 22,509,592 

Cash flows from investing activities 

Interest received 11,712 195,058 

Proceeds from disposal of financial assets, available-for-sale 8,950,539 – 

Investment in an associated company – (210,653) 

Investment in joint venture (20,366) – 

Proceeds from disposal of property, plant and equipment 17,715,709 10,435,909 

Proceeds from disposal of non-current asset classified as held for sale – 8,243,104 

Purchases and construction of property, plant and equipment (40,125,840) (55,193,649) 

Net cash used in investing activities (13,468,246) (36,530,231) 

Cash flows from financing activities 

Proceeds from issuance of ordinary shares – 348,281 

Interest paid (663,078) (605,386) 

Proceeds from borrowings 16,329,644 19,650,000 

Repayment of borrowings (15,607,065) (8,523,582) 

Repayment of finance lease liabilities (65,806) (362,924) 

Dividends paid to equity holders of the Company (1,972,087) (1,967,837) 

Net cash (used in)/provided by financing activities (1,978,392) 8,538,552 

Net increase/(decrease) in cash and cash equivalents 10,265,325 (5,482,087) 

Cash and cash equivalents at beginning of financial year 4,313,138 9,795,225 

Cash and cash equivalents at end of financial year 10 14,578,463 4,313,138 



40

Notes 

to the Financial Statements 


These notes form an integral part of and should be read in conjunction with the accompanying financial 

statements. 

1. General information 

Swissco International Limited (the “Company”) is a public company with limited liability and is domiciled 

and incorporated in Singapore. The Company is listed on the Singapore Exchange Securities Trading 

Limited. Its registered office and principal place of business is located at No. 60 Penjuru Lane, Singapore 

609214. 

The principal activity of the Company is that of investment holding. The principal activities of its subsidiaries 

are set out in Note 15 to the financial statements. 

2. Significant accounting policies 

2.1 Basis of preparation 

These financial statements have been prepared in accordance with Singapore Financial Reporting Standards 

(“FRS”). The financial statements have been prepared under the historical cost convention, except as 

disclosed in the accounting policies below. 

The preparation of financial statements in conformity with FRS requires management to exercise its 

judgement in the process of applying the Group’s accounting policies. It also requires the use of certain 

critical accounting estimates and assumptions. The areas involving a higher degree of judgement or 

complexity, or areas where assumptions and estimates are significant to the financial statements, are 

disclosed in Note 33. 

Interpretations and amendments to published standards effective in 2009 

On 1 January 2009, the Group adopted the new or amended FRS and Interpretations to FRS (“INT FRS”) 

that are mandatory for application from that date. Changes to the Group’s accounting policies have been 

made as required, in accordance with the transitional provisions in the respective FRS and INT FRS. 

The following are the new or amended FRS and INT FRS that are relevant to the Group: 

• FRS 1 (revised) “Presentation of financial statements” (effective from 1 January 2009). The revised 

standard prohibits the presentation of items of income and expenses (that is, “non-owner changes 

in equity”) in the statement of changes in equity. All non-owner changes in equity are shown in the 

performance statement, but entities can choose whether to present one performance statement (the 

statement of comprehensive income) or two statements (the income statement and statement of 

comprehensive income). The Group has chosen to adopt the former alternative. Where comparative 

information is restated or reclassified, a restated balance sheet is required to be presented as at the 

beginning comparative period. There is no restatement of the balance sheet as at 1 January 2008 in 

the current financial year. 

• FRS 108 “Operating segments” (effective from 1 January 2009) replaces FRS 14 “Segment 

reporting”, and requires a “management approach”, under which segment information is presented 

on the same basis as that used for internal reporting purposes. This has resulted in an increase in the 

number of reportable segments presented. Segment revenue, segment profits and segment assets 

are also measured on a basis that is consistent with internal reporting. 





2. Significant accounting policies (continued) 

2.1 Basis of preparation (continued) 

Interpretations and amendments to published standards effective in 2009 (continued) 

• Amendment to FRS 107 “Improving disclosures about financial statements“ (effective from 1 January 

2009). The amendment required enhances disclosures about fair value measurement and liquidity 

risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair 

value measurement hierarchy. The adoption of the amendment results in additional disclosures but 

does not have an impact on the accounting policies and measurement bases adopted by the Group. 

• Revised FRS 23 “Borrowing Costs” (effective from 1 January 2009). The revised standard removes 

the option to recognise immediately as an expense borrowing costs that are attributable to 

qualifying assets, except for those borrowing costs on qualifying assets that are measured at fair 

value or inventories that are manufactured or produced in large quantities on a repetitive basis. The 

amendment does not have a material impact on the Group’s financial statements. 

2.2 Revenue recognition 

Sales comprise the fair value of the consideration received or receivable for the rendering of services in the 

ordinary course of the Group’s activities. Sales are presented net of goods and services tax, rebates and 

discounts, and after eliminating sales within the Group. 

The Group recognises revenue when the amount of revenue and related cost can be reliably measured, 

it is probable that the collectibility of the related receivables is reasonably assured and when the specific 

criteria for each of the Group’s activities are met as follows: 

(a) 

Chartering income, sale of out-port-limit services and related income 

Chartering income is recognised in profit or loss on a straight-line basis over the charter hire period. 

Sale of out-port-limit services and related income is recognised when the services are rendered. 

(b) 

Ship repair and related services 

Revenue from rendering of services for short-term ship repair projects is recognised upon completion 

of the job as certified by the service engineers. Provision is made in full where applicable for 

anticipated losses on project in progress. 

(c) 

Interest income 

Interest income is recognised using the effective interest method. 

(d) 

Dividend income 

2.3 Group accounting 

Dividend income is recognised when the right to receive payment is established. 

(a) 

Subsidiaries 

Subsidiaries are entities (including special purpose entities) over which the Group has power to 

govern the financial and operating policies, generally accompanied by a shareholding giving rise to 

a majority of the voting rights. The existence and effect of potential voting rights that are currently 

exercisable or convertible are considered when assessing whether the Group controls another entity. 


42





2.3 Group accounting (continued) 

(a) 

Subsidiaries (continued) 

The purchase method of accounting is used to account for the acquisition of subsidiaries except 

for the subsidiaries acquired by the Company as part of a restructuring exercise on 6 October 

2004 from its controlling shareholders. These subsidiaries are Swissco Offshore Pte Ltd, Singapore 

Marine Logistics Pte Ltd, Swissco Offshore Ltd and Regional Marine Supply Pte Ltd, and they are 

consolidated using the “pooling of interest” method. Under the pooling of interest method, the 

results and balance sheet of the Group were presented as if the Group had been in existence prior to 

6 October 2004 and the assets and liabilities were brought into the consolidated financial statements 

at their existing carrying amounts. 

Under the purchase method of accounting, the cost of an acquisition is measured as the fair 

value of the assets given, equity instruments issued or liabilities incurred or assumed at the dates 

of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and 

liabilities and contingent liabilities assumed in a business combination are measured initially at their 

fair value on the date of acquisition, irrespective of the extent of non-controlling interest. 

Subsidiaries are consolidated from the date on which control is transferred to the Group. They are 

de-consolidated from the date on which control ceases. 

In preparing the consolidated financial statements, transactions, balances and unrealised gains on 

transactions between group entities are eliminated. Unrealised losses are also eliminated but are 

considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have 

been changed where necessary to ensure consistency with the policies adopted by the Group. 

Please refer to the paragraph “Investments in subsidiaries, associated companines and joint ventures” 

for the accounting policy on investments in subsidiaries in the separate financial statements of the 

Company. 

(b) 

Associated companies and joint ventures 

Associated companies are entities over which the Group has significant influence, but not control, 

generally accompanied by a shareholding giving rise to between and including 20% and 50% of the 

voting rights. 

Joint ventures are entities over which the Group has contractual arrangements to jointly share the 

control over the economic activity of the entities with one or more parties. 

Investments in associated companies and joint ventures are accounted for in the consolidated 

financial statements using the equity method of accounting less impairment losses. Investments in 

associated companies and joint ventures in the consolidated balance sheet includes goodwill (net of 

any accumulated impairment losses) identified on acquisition, where applicable. 

Investments in associated companies and joint ventures are initially recognised at cost. The cost of 

an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities 

incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. 






2.3 Group accounting (continued) 

(b) 

Associated companies and joint ventures (continued) 

In applying the equity method of accounting, the Group’s share of its associated companies’ and 

joint ventures’ post-acquisition profits or losses are recognised in profit or loss and its share of postacquisition 

movements in reserves is recognised in equity directly. These post-acquisition movements 

are adjusted against the carrying amount of the investment. When the Group’s share of losses in an 

associated company or joint venture equals or exceeds its interest in the associated company or 

joint venture, including any other unsecured non-current receivables, the Group does not recognise 

further losses, unless it has obligations or has made payments on behalf of the associated company. 

Unrealised gains on transactions between the Group and its associated companies and joint ventures 

are eliminated to the extent of the Group’s interest in the associated companies and joint ventures. 

Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of 

the asset transferred. Accounting policies of associated companies and joint ventures have been 

changed where necessary to ensure consistency with the accounting policies adopted by the Group. 

Please refer to the paragraph “Investments in subsidiaries, associated companies and joint ventures” 

for the accounting policy on investments in associated companies and joint ventures in the separate 

financial statements of the Company. 

2.4 Property, plant and equipment 

(a) 

Measurement 

All property, plant and equipment are initially recognised at cost and subsequently carried at cost 

less accumulated depreciation and accumulated impairment losses (Note 2.6). 

(b) 

Components of costs 

The cost of an item of property, plant and equipment initially recognised includes its purchase 

price and any cost that is directly attributable to bringing the asset to the location and condition 

necessary for it to be capable of operating in the manner intended by management. Costs also 

include borrowing costs that is directly attributable to the acquisition, construction or production of 

a qualifying asset (Note 2.10). 

(c) 

Depreciation 

Depreciation on property, plant and equipment items is calculated using the straight-line method to 

allocate their depreciable amounts over their estimated useful lives. The estimated useful lives are as 

follows: 

Useful lives 

Vessels/barges 

Leasehold building 

Motor vehicles 

Furniture, fittings and computers 

Plant and equipment 

15 - 20 years 

29 years 

5 years 

3 - 10 years 

5 years 


44





2.4 Property, plant and equipment (continued) 

(c) 

Depreciation (continued) 

The residual values, estimated useful lives and depreciation method of property, plant and 

equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of 

any revision are recognised in profit or loss when the changes arise. 

The vessels/barges are subject to overhauls at regular intervals. The inherent components of the 

initial dry docking are determined based on the estimated costs of the next dry docking and are 

separately depreciated over a period of 5 years in order to reflect the estimated interval between 

two dry dockings. The costs of the dry dockings subsequently incurred are capitalised as additions 

and the carrying amounts of replaced components of the vessel are written off to profit or loss. 

(d) 

Vessels-under-construction and building-under-construction 

Vessels-under-construction and building-under-construction are stated at cost, which include the 

progress billings paid in accordance with the construction contracts and other directly attributable 

costs incurred during the construction period. 

No depreciation is provided on vessels-under-construction and building-under-construction. 

(e) 

Subsequent expenditure 

Subsequent expenditure relating to property, 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 Group and the cost of the item can be measured reliably. 

All other repair and maintenance expense is recognised in profit or loss when incurred. 

(f) 

Disposal 

On disposal of an item of property, plant and equipment, the difference between the disposal 

proceeds and its carrying amount is recognised in profit or loss within ‘Other gains/(losses) - net’. 

2.5 Investments in subsidiaries, joint ventures and associated companies 

Investments in subsidiaries, joint ventures and associated companies are carried at cost less accumulated 

impairment losses in the Company’s balance sheet. 

On disposal of investments in subsidiaries, joint ventures and associated companies, the difference between 

the disposal proceeds and the carrying amounts of the investments is recognised in profit or loss. 

2.6 Impairment of non-financial assets 

Property, plant and equipment 

Investments in subsidiaries, joint ventures and associated companies 

Property, plant and equipment and investments in subsidiaries, joint ventures and associated companies 

are tested for impairment whenever there is any objective evidence or indication that these assets may be 

impaired. 






2.6 Impairment of non-financial assets (continued) 

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to 

sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash 

inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is 

determined for the cash-generating-unit (“CGU”) to which the asset belongs. 

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the 

carrying amount of the asset (or CGU) is reduced to its recoverable amount. 

The difference between the carrying amount and recoverable amount is recognised as an impairment loss 

in profit or loss. 

An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change 

in the estimates used to determine the asset’s recoverable amount since the last impairment loss was 

recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided 

that this amount does not exceed the carrying amount that would have been determined (net of any 

accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior 

years. 

A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss. 

2.7 Financial assets 

(a) 

Classification 

The Group classifies its financial assets in the following categories: loans and receivables and financial 

assets, available-for-sale. The classification depends on the nature of the asset and the purpose for 

which the assets were acquired. Management determines the classification of its financial assets at 

initial recognition. 

(i) 

Loans and receivables 

Loans and receivables are non-derivative financial assets with fixed or determinable payments 

that are not quoted in an active market. They are presented as current assets, except for those 

maturing later than 12 months after the balance sheet date which are presented as non-current 

assets. Loans and receivables are presented as “trade and other receivables” and “cash and 

cash equivalents” on the balance sheet. 

(ii) 


Financial assets, available-for-sale, are non-derivatives that are either designated in this 

category or not classified in any of the other categories. They are presented as non-current 

assets unless management intends to dispose of the assets within 12 months after the balance 

sheet date. 


46





2.7 Financial assets (continued) 

(b) 

Recognition and derecognition 

Regular way purchases and sales of financial assets are recognised on trade-date – the date on which 

the Group commits to purchase or sell the asset. 

Financial assets are derecognised when the rights to receive cash flows from the financial assets have 

expired or have been transferred and the Group has transferred substantially all risks and rewards of 

ownership. On disposal of a financial asset, the difference between the carrying amount and the sale 

proceeds is recognised in profit or loss. Any amount in the fair value reserve relating to that asset is 

transferred to profit or loss. 

(c) 

Initial measurement 

Financial assets are initially recognised at fair value plus transaction costs. 

(d) 

Subsequent measurement 

Financial assets, available-for-sale are subsequently carried at fair value. Loans and receivables are 

subsequently carried at amortised cost using the effective interest method. 

Dividend income on financial assets, available-for-sale are recognised separately in income. Changes 

in fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in the fair 

value reserve, together with the related currency translation differences. 

(e) 

Impairment 

The Group assesses at each balance sheet date whether there is objective evidence that a financial 

asset or a group of financial assets is impaired and recognises an allowance for impairment when 

such evidence exists. 

(i) 

Loans and receivables 

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, 

and default or significant delay in payments are objective evidence that these financial assets 

are impaired. 

The carrying amount of these assets is reduced through the use of an impairment allowance 

account which is calculated as the difference between the carrying amount and the present 

value of estimated future cash flows, discounted at the original effective interest rate. When 

the asset becomes uncollectible, it is written off against the allowance account. Subsequent 

recoveries of amounts previously written off are recognised against the same line item in profit 

or loss. 

The allowance for impairment loss account is reduced through profit or loss in a subsequent 

period when the amount of impairment loss decreases and the related decrease can be 

objectively measured. The carrying amount of the asset previously impaired is increased to the 

extent that the new carrying amount does not exceed the amortised cost had no impairment 

been recognised in prior periods. 






2.7 Financial assets (continued) 

(e) 

Impairment (continued) 

(ii) 


In addition to the objective evidence of impairment described in Note 2.7(e)(i), a significant 

or prolonged decline in the fair value of an equity security below its cost is considered as an 

indicator that the financial asset, available-for-sale is impaired. 

If any evidence of impairment exists, the cumulative loss that was recognised in the fair value 

reserve is transferred to profit or loss. The cumulative loss is measured as the difference 

between the acquisition cost (net of any principal repayments and amortisation) and the 

current fair value, less any impairment loss previously recognised as an expense. The 

impairment losses recognised as an expense on equity securities are not reversed through 

profit or loss. 

2.8 Borrowings 

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer 

settlement for at least 12 months after the balance sheet date. 

Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at 

amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is 

recognised in profit or loss over the period of the borrowings using the effective interest method. 

2.9 Trade and other payables 

Trade and other payables are initially measured at fair value, and subsequently carried at amortised cost 

using the effective interest method. 

2.10 Borrowing costs 

Borrowing costs are recognised in profit or loss using the effective interest method except for those 

costs that are directly attributable to the acquisition, construction or production of a qualifying asset. 

This includes those costs on borrowings acquired specifically for the construction of property, plant and 

equipment, as well as those in relation to general borrowings used to finance the construction of property, 

plant and equipment. Borrowing costs on general borrowings are capitalised by applying a capitalisation 

rate to construction expenditures that are financed by general borrowings. 

2.11 Fair value estimation of financial assets and liabilities 

The fair values of financial instruments traded in active markets (such as exchange-traded and over-thecounter 

securities and derivatives) are based on quoted market prices at the balance sheet date. The 

quoted market prices used for financial assets are the current bid prices; the appropriate quoted market 

prices for financial liabilities are the current asking prices. 

The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying 

amounts. 


48





2.12 Leases 

(a) 

When the Group is the lessee: 

Finance leases 

Leases where the Group assumes substantially all risks and rewards incidental to ownership of the 

leased assets are classified as finance leases. 

The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases 

are recognised on the balance sheet as property, plant and equipment and borrowings respectively, 

at the inception of the leases based on the lower of the fair value of the leased assets and the 

present value of the minimum lease payments. 

Each lease payment is apportioned between the finance expense and the reduction of the 

outstanding lease liability. The finance expense is recognised in profit or loss on a basis that reflects 

a constant periodic rate of interest on the finance lease liability. 

Operating leases 

Leases of assets where substantially all risks and rewards incidental to ownership are retained by 

the lessors are classified as operating leases. Payments made under operating leases (net of any 

incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the 

period of the lease. 

Contingent rents are recognised as an expense in profit or loss when incurred. 

(b) 

When the Group is the lessor: 

2.13 Inventories 

The Group leases certain property, plant and equipment under operating leases to non-related 

parties. 

Operating leases 

Leases of property, plant and equipment where the Group retains substantially all risks and rewards 

incidental to ownership are classified as operating leases. Rental income from operating leases (net 

of any incentives given to the lessees) is recognised in profit or loss on a straight-line basis over the 

lease term. 

Initial direct costs incurred by the Group in negotiating and arranging operating leases are added 

to the carrying amount of the leased assets and recognised as an expense in profit or loss over the 

lease term on the same basis as the lease income. 

Contingent rents are recognised as income in profit or loss when earned. 

Inventories are stated at the lower of cost and net realisable value. Cost is determined on a first-in, first-out 

basis. Net realisable value is the estimated selling price in the ordinary course of business, less applicable 

variable selling expenses. 






2.14 Income taxes 

Current income tax for current and prior periods is recognised at the amount expected to be paid to or 

recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively 

enacted by the balance sheet date. 

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets 

and liabilities and their carrying amounts in the financial statements except when the deferred income tax 

arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business 

combination and affects neither accounting nor taxable profit or loss at the time of the transaction. 

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, 

joint ventures and associated companies, except where the Group is able to control the timing of the 

reversal of the temporary difference and it is probable that the temporary difference will not reverse in the 

foreseeable future. 

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be 

available against which the deductible temporary differences and tax losses can be utilised. 

Deferred income tax is measured: 

(i) 

(ii) 

at the tax rates that are expected to apply when the related deferred income tax asset is realised or 

the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted 

or substantively enacted by the balance sheet date; and 

based on the tax consequence that will follow from the manner in which the Group expects, at the 

balance sheet date, to recover or settle the carrying amounts of its assets and liabilities. 

Current and deferred income taxes are recognised as income or expense in profit or loss, except to the 

extent that the tax arises from a business combination or a transaction which is recognised directly in 

equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition. 

2.15 Employee compensation 

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset. 

(a) 

Defined contribution plans 

Defined contribution plans are post-employment benefit plans under which the Group pays fixed 

contributions into separate entities such as the Central Provident Fund on a mandatory, contractual 

or voluntary basis. The Group has no further payment obligations once the contributions have been 

paid. 


50





2.15 Employee compensation (continued) 

(b) 

Share-based compensation 

The Group operates an equity-settled, share-based compensation plan. The fair value of the 

employee services received in exchange for the grant of options is recognised as an expense with 

a corresponding increase in the share option reserve over the vesting period. The total amount to 

be recognised over the vesting period is determined by reference to the fair value of the options 

granted on the date of the grant. Non-market vesting conditions are included in the estimation of 

the number of shares under options that are expected to become exercisable on the vesting date. At 

each balance sheet date, the Group revises its estimates of the number of shares under options that 

are expected to become exercisable on the vesting date and recognises the impact of the revision of 

the estimates in profit or loss, with a corresponding adjustment to the share option reserve over the 

remaining vesting period. 

When the options are exercised, the proceeds received (net of transaction costs) and the related 

balance previously recognised in the share option reserve are credited to share capital account, 

when new ordinary shares are issued. 

2.16 Currency translation 

(a) 

Functional and presentation currency 

Items included in the financial statements of each entity in the Group are measured using the 

currency of the primary economic environment in which the entity operates (“functional currency”). 

The financial statements are presented in Singapore Dollar, which is the functional currency of the 

Company. 

(b) 

Transactions and balances 

Transactions in a currency other than the functional currency (“foreign currency”) are translated into 

the functional currency using the exchange rates at the dates of the transactions. Currency translation 

differences from the settlement of such transactions and from the translation of monetary assets 

and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are 

recognised in profit or loss. 

2.17 Segment reporting 

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief 

Executive Officer (“CEO”) who is responsible for allocating resources and assessing performance of the 

operating segments. 

2.18 Cash and cash equivalents 

For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include 

cash on hand, and deposits with financial institutions which are subject to an insignificant risk of change in 

value. 

2.19 Share capital 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new 

ordinary shares are deducted against the share capital account. 






2.20 Dividends to Company’s shareholders 

Dividends to Company’s shareholders are recognised when the dividends are approved for payment. 

2.21 Non-current assets held for sale 

Non-current assets held for sale are carried at the lower of carrying amount and fair value less costs to sell 

if their carrying amount is recovered principally through a sale transaction rather than through continuing 

use. The assets are not depreciated or amortised while they are classified as held for sale. Any impairment 

loss on initial classification and subsequent measurement is recognised in profit or loss. Any subsequent 

increase in fair value less costs to sell (not exceeding the accumulated impairment loss that has been 

previously recognised) is recognised in profit or loss. 

2.22 Financial guarantees 

The Company has issued corporate guarantees to banks for borrowings of its subsidiaries and an associated 

company. These guarantees are financial guarantees as they require the Company to reimburse the banks if 

the borrowing entities fail to make principal or interest payments when due in accordance with the terms of 

their borrowings. 

Financial guarantees are initially recognised at their fair values (if material) plus transaction costs in the 

Company’s balance sheet. 

Financial guarantees are subsequently amortised to profit or loss over the period of the borrowings, 

unless it is probable that the Company will reimburse the bank for an amount higher than the unamortised 

amount. In this case, the financial guarantees shall be carried at the expected amount payable to the bank 

in the Company’s balance sheet. 

Intragroup transactions are eliminated on consolidation. 

2.23 Government grants 

Grants from the government are recognised as a receivable at their fair value when there is reasonable 

assurance that the grant will be received and the Group will comply with all the attached conditions. 

Government grants receivable are recognised as income over the periods necessary to match them with the 

related costs which they are intended to compensate, on a systematic basis. Government grants relating to 

expenses are shown separately as other income. 


52




3. Revenue and other income 

Group 

2009 2008 

$ $ 

Rendering of services 

Chartering income, sale of out-port-limit services and related income 53,870,367 47,221,044 

Ship repair and related services 4,681,755 5,706,663 

Sales 58,552,122 52,927,707 

Other income 

Interest income – Banks 11,712 195,058 

Government grant – Jobs Credit Scheme 84,128 – 

Others 216,781 470,792 

312,621 665,850 

The Jobs Credit Scheme is a cash grant introduced in the Singapore Budget 2009 to help businesses 

preserve jobs in the economic downturn. The Jobs Credit is paid to eligible employers in 2009 in four 

payments and the amount an employer can receive is dependent on the fulfilment of the conditions as 

stated in the Scheme. 

4. Other gains/(losses) – net 

Group 

2009 2008 

$ $ 

Transfer from equity on disposal of financial assets, available for 

sale [Note 25(b)(ii)] 6,722,860 – 

Others 

- Gain on disposal of property, plant and equipment 3,476,380 3,515,035 

- Gain on disposal of non-current asset classified as held for sale – 1,704,745 

- Amortisation of deferred gain (Note 22) 68,530 47,250 

- Currency translation (losses)/gains – net (482,173) 160,790 

3,062,737 5,427,820 





5. Expenses by nature 

Group 

2009 2008 

$ $ 

Materials and supplies used 6,780,578 4,459,524 

Hire of vessels/barges 6,664,460 8,253,759 

Depreciation of property, plant and equipment (Note 18) 8,021,114 4,646,626 

Employee compensation (Note 7) 12,367,460 10,666,964 

Rental expense of office premises 816,144 885,752 

Impairment loss on trade and other receivables 1,626,211 72,379 

Upkeep of vessels/barges 1,459,244 1,252,643 

Vessel insurance 801,138 466,846 

Transportation expense 142,742 170,951 

Commission expense 1,021,927 880,447 

Non-audit fees to auditors of the Company 67,200 55,600 

Other expenses 2,866,307 2,547,818 

Total cost of sales and administrative expenses 42,634,525 34,359,309 

6. Finance expenses 

Group 

2009 2008 

$ $ 

Interest expense 

- Bank borrowings 652,129 587,642 

- Bank overdrafts 10 625 

- Finance lease liabilities 10,939 17,119 

663,078 605,386 

7. Employee compensation 

Group 

2009 2008 

$ $ 

Wages and salaries 11,525,872 9,793,758 

Employer’s contribution to defined contribution plans including Central 

Provident Fund 160,981 109,804 

Other staff benefits 317,168 332,453 

Share option expense [Note 25(b)(i)] 363,439 430,949 

12,367,460 10,666,964 


54




8. Income taxes 

(a) 

Income tax expense 

Group 

2009 2008 

$ $ 

Tax expense attributable to profit is made up of: 

Current income tax 740,921 430,000 

Deferred income tax 713,507 – 

1,454,428 430,000 

(Over)/under provision in prior financial years 

- Current income tax (504,003) (174,615) 

- Deferred income tax 272,143 – 

(231,860) (174,615) 

1,222,568 255,385 

(b) 

The tax expense on profit differs from the amount that would arise using the Singapore standard 

rate of income tax is explained below: 

Group 

2009 2008 

$ $ 

Profit before tax 25,399,273 23,846,029 

Tax calculated at a tax rate of 17% (2008: 18%) 4,317,876 4,292,285 

Effects of 

- Singapore statutory stepped income exemption (77,775) (82,350) 

- Income not subject to tax (3,219,701) (4,272,267) 

- Expenses not deductible for tax purposes 434,028 492,332 

Tax charge 1,454,428 430,000 

During the financial year, the Singapore corporate tax rate was reduced from 18% to 17% for the year 

of assessment 2010 and onwards. 





8. Income taxes (continued) 

(c) 

Deferred income taxes 

Movement in deferred income tax liabilities is as follows: 

Group 

2009 2008 

$ $ 

Beginning of financial year 101,530 101,530 

Charged to profit or loss 713,507 – 

Under provision in prior financial year 272,143 – 

End of financial year 1,087,180 101,530 

Represented by: 

Accelerated tax depreciation 1,087,180 101,530 

Deferred tax liabilities are expected to be settled after one year. 

9. Earnings per share 

(a) 

Basic earnings per share 

Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the 

Company by the weighted average number of ordinary shares outstanding during the financial year. 

Group 

2009 2008 

Net profit attributable to equity holders of the Company ($) 24,176,705 23,590,644 

Weighted average number of ordinary shares outstanding for 

basic earnings per share 197,208,717 196,942,904 

Basic earnings per share (cents per share) 12.26 11.98 

(b) 

Diluted earnings per share 

For the purpose of calculating diluted earnings per share, profit attributable to equity holders of the 

Company and the weighted average number of ordinary shares outstanding are adjusted for the 

effects of all dilutive potential ordinary shares. The dilutive potential ordinary shares of the Company 

are share options. 

For share options, the weighted average number of shares on issue has been adjusted as if all 

dilutive share options were exercised. The number of shares that could have been issued upon the 

exercise of all dilutive share options less the number of shares that could have been issued at fair 

value (determined as the Company’s average share price for the financial year) for the same total 

proceeds is added to the denominator as the number of shares issued for no consideration. No 

adjustment is made to the net profit. 


56




9. Earnings per share (continued) 

(b) 

Diluted earnings per share (continued) 

Diluted earnings per share attributable to equity holders of the Company is calculated as follows: 

Group 

2009 2008 

Net profit attributable to equity holders of the Company ($) 24,176,705 23,590,644 

Weighted average number of ordinary shares outstanding for 

basic earnings per share 197,208,717 196,942,904 

Adjustments for share options 795,571 287,915 

198,004,288 197,230,819 

Diluted earnings per share (cents per share) 12.21 11.96 

10. Cash and cash equivalents 

Group 

Company 

2009 2008 2009 2008 

$ $ $ $ 

Cash at bank and on hand 10,542,769 3,787,512 406,215 71,613 

Short-term bank deposits 4,035,694 525,626 10,065 10,050 

14,578,463 4,313,138 416,280 81,663 

Short-term bank deposits at balance sheet date have an average maturity of 4 weeks (2008: 2 weeks) from 

that date and have a weighted average effective interest rate of 0.36% (2008: 3.86%) per annum. 

11. Financial assets, available-for-sale 

Group and Company 

2009 2008 

$ $ 

Beginning of financial year 21,090,000 130,340,000 

Fair value gains/(losses) recognised in equity [Note 25(b)(ii)] 15,400,539 (109,250,000) 

Disposals (8,950,539) – 

End of financial year 27,540,000 21,090,000 





11. Financial assets, available-for-sale (continued) 

Financial assets, available-for-sale are analysed as follows: 


2009 2008 

$ $ 

Listed security 

- Equity security - Singapore 27,540,000 21,090,000 

12. Trade and other receivables 

Group 

Company 

2009 2008 2009 2008 

$ $ $ $ 

Trade receivables: 

- Non-related parties 17,249,161 16,966,404 – – 

- Associated company 716,288 11,339 – – 

17,965,449 16,977,743 – – 

Less: Allowance for impairment of 

receivables 

- Non-related parties (2,508,507) (882,296) – – 

15,456,942 16,095,447 – – 

Other receivables 

- Subsidiaries – – 56,615,047 50,938,399 

15,456,942 16,095,447 56,615,047 50,938,399 

The non-trade receivables from subsidiaries are unsecured, interest-free and are repayable on demand. 

13. Inventories 

Group 

2009 2008 

$ $ 

Materials and supplies to be consumed in the production of services 98,725 146,637 

The cost of inventories recognised as an expense and included in “cost of sales” amounted to $170,423 

(2008: $412,501). 


58




14. Other current assets 

Group 

Company 

2009 2008 2009 2008 

$ $ $ $ 

Prepayments 349,587 801,783 10,505 16,744 

Advance payment for purchase of 

property, plant and equipment 103,600 500,150 – – 

Deposits 152,707 156,683 453 452 

605,894 1,458,616 10,958 17,196 

15. Investments in subsidiaries 

Company 

2009 2008 

$ $ 

Unquoted equity shares, at cost 7,835,782 7,785,782 

Details of subsidiaries are as follows: 

Name of company 

Principal activities 

Country of 

incorporation / 

place of 

business 

Equity holding 

2009 2008 

% % 

Swissco Offshore Pte Ltd (a) 

Singapore Marine Logistics 

Pte Ltd (a) 

Operator of offshore support 

vessels, ship chartering, 

provision of marine logistics 

services and related business 

Ship repair and maintenance 

and related services 

Singapore 100 100 

Singapore 100 100 

Swissco Asia Pte Ltd (a) Ship owner and ship operator Singapore 100 100 

Swissco Offshore Ltd (b) 

Holding the Seychelles-flagged 

vessels in trust for Swissco 

Offshore Pte Ltd 

Republic of 

Seychelles 

100 100 

Swissco Maritime Pte Ltd (a) Ship owner and ship operator Singapore 100 100 

Swissco Ship Services Pte Ship owner and ship operator Singapore 100 – 

Ltd (a) 

Regional Marine Supply Dormant Singapore 99.998 99.998 

Private Limited (c) 





15. Investments in subsidiaries (continued) 

(a) 

(b) 

(c) 

Audited by PricewaterhouseCoopers LLP, Singapore. 

Not required to be audited under the laws of the country of incorporation. 

No audit was performed for the current financial year as the subsidiary is in the process of voluntary liquidation. Previously 

audited by R Chan & Co, Singapore. 

16. Investment in an associated company 

Group 

Company 

2009 2008 2009 2008 

$ $ $ $ 

Equity investment at cost 210,653 210,653 

Beginning of financial year – 210,653 

Share of profits/(losses) 46,536 (210,653) 

End of financial year 46,536 – 

The summarised financial information of the associated company is as follows: 

- Assets 10,274,103 4,936,671 

- Liabilities (10,179,132) (5,378,670) 

- Revenue 3,114,685 658,494 

- Net profit/(loss) 776,191 (1,111,124) 

Share of an associated company’s 

contingent liabilities incurred jointly with 

other investors – – 

Contingent liabilities for which the Group is 

severally liable – – 

Details of the associated company are as follows: 



Country of 


place of 

business 


2009 2008 

% % 

PT Swissco Indonesia (a) Ship owner and ship operator Indonesia 49 49 

(a) 

Audited by Johan Malonda Astika & Rekan 


60




17. Investment in a joint venture 


2009 2008 

$ $ 

Equity investment at cost 20,366 – 

The following amounts represent the Group’s 49% share of the assets and liabilities and income and 

expenses of the joint venture: 

Group 

2009 2008 

$ $ 

- Assets 20,366 – 

- Liabilities – – 

Net assets 20,366 – 

- Revenue – – 

- Expenses – – 

Net profit – – 

Capital commitments in relation to interest in joint venture – – 

Proportionate interest in joint venture’s capital commitments – – 

Details of the joint venture are as follows: 



Country of 


place of 

business 


2009 2008 

% % 

SW Marine (M) Sdn Bhd (a) 

Ship chartering and related 

logistics services 

Malaysia 49 (b) – 

(a) Audited by JB Lau & Khoo. The joint venture has not commenced operations as at 31 December 2009. 

(b) 

SW Marine (M) Sdn Bhd is deemed to be a joint venture of the Company as the appointment of its directors and the allocation 

of voting rights for key business decisions require the unanimous approval of its venturers. 





18. Property, plant and equipment 

Group 

Vessels/ 

barges 

$ 

Leasehold 

building 

$ 

Motor 

vehicles 

$ 

Furniture, 

fittings and 

computers 

$ 

Plant and 

equipment 

$ 

Vessels 

under 

construction 

$ 

Building 

under 

construction 

$ 

Total 

$ 

Cost 

At 1 January 2009 85,464,421 3,093,195 820,632 107,284 2,808,777 48,459,956 1,058,800 141,813,065 

Additions 85,795 – – 34,160 32,000 34,424,538 701,302 35,277,795 

Disposals (15,437,184) – (3,402) – (28,981) – – (15,469,567) 

Transferred from vessels 

under construction 55,682,522 – – – – (55,682,522) – – 

Transferred from 

building under 

construction – 1,477,986 – 144,661 – – (1,622,647) – 

At 31 December 2009 125,795,554 4,571,181 817,230 286,105 2,811,796 27,201,972 137,455 161,621,293 

Accumulated 

depreciation 

At 1 January 2009 6,278,953 2,053,500 474,878 68,464 1,463,566 – – 10,339,361 

Depreciation 7,428,453 106,609 97,881 24,612 363,559 – – 8,021,114 

Disposals (1,641,770) – (2,700) – (28,152) – – (1,672,622) 

At 31 December 2009 12,065,636 2,160,109 570,059 93,076 1,798,973 – – 16,687,853 

Net book value 

At 31 December 2009 113,729,918 2,411,072 247,171 193,029 1,012,823 27,201,972 137,455 144,933,440 

Group 

Vessels/ 

barges 

$ 

Leasehold 

building 

$ 

Motor 

vehicles 

$ 

Furniture, 

fittings and 

computers 

$ 

Plant and 

equipment 

$ 

Vessels under 

construction 

$ 

Building 

under 

construction 

$ 

Total 

$ 

Cost 

At 1 January 2008 52,712,817 3,093,195 1,447,324 88,860 2,750,563 32,089,319 – 92,182,078 

Additions 2,501 – 94,000 18,424 770,714 56,056,837 1,058,800 58,001,276 

Disposals (6,937,097) – (720,692) – (712,500) – – (8,370,289) 

Transferred from vessels 

under construction 39,686,200 – – – – (39,686,200) – – 

At 31 December 2008 85,464,421 3,093,195 820,632 107,284 2,808,777 48,459,956 1,058,800 141,813,065 

Accumulated 

depreciation 

At 1 January 2008 3,096,197 1,845,563 684,977 57,373 1,458,040 – – 7,142,150 

Depreciation 3,900,373 207,937 113,961 11,091 413,264 – – 4,646,626 

Disposals (717,617) – (324,060) – (407,738) – – (1,449,415) 

At 31 December 2008 6,278,953 2,053,500 474,878 68,464 1,463,566 – – 10,339,361 

Net book value 

At 31 December 2008 79,185,468 1,039,695 345,754 38,820 1,345,211 48,459,956 1,058,800 131,473,704 


62




18. Property, plant and equipment (continued) 

A motor vehicle with carrying amount of $39,680 (2008: $55,040) is registered in the name of an employee 

who holds it in trust for the Group. 

The leasehold building and vessels of the Group with a total carrying amount of $31,270,729 (2008: 

$33,199,235) are pledged as securities for bank borrowings (Note 20). 

Additions during 2008 include motor vehicles of $94,000 acquired under finance leases. The carrying 

amounts of motor vehicles and plant and equipment held under finance leases are $207,181 (2008: 

$285,401) and $Nil (2008: $28,461) respectively at the balance sheet date. 

19. Trade and other payables 

Group 

Company 

2009 2008 2009 2008 

$ $ $ $ 

Trade payables 

- Non-related parties 5,191,015 6,324,890 – – 

Other payables 

- Non-related parties 47,979 306,627 – – 

- Other related parties 35,953 51,166 – – 

83,932 357,793 – – 

Payables for purchase of property, 

plant and equipment 1,483,417 6,331,462 – – 

Accrual for directors’ fees and 

performances bonus 5,653,934 5,099,000 5,653,934 5,099,000 

Other accruals for operating expenses 4,816,740 2,959,699 608,013 558,552 

Deposits received 1,574,459 2,407,751 – – 

18,803,497 23,480,595 6,261,947 5,657,552 

Other related parties comprise controlling shareholders of the Company and a company controlled by the 

controlling shareholders of the Company. 

The non-trade payables due to other related parties are unsecured, interest-free and are repayable on 

demand. 





20. Borrowings 

Group 

2009 2008 

$ $ 

Current 

Revolving credit facilities 15,550,000 14,300,000 

Bank term loans 4,122,390 4,247,581 

Finance lease liabilities (Note 21) 49,855 65,824 

19,722,245 18,613,405 

Non-current 



6,783,331 7,235,398 

Total borrowings 26,505,576 25,848,803 

Revolving credit facilities and bank term loans are variable rate borrowings with repricing within 3 months 

(2008: 6 months) of the balance sheet date. 

(a) 

Security granted 

Total borrowings include secured liabilities of S$21,955,576 (2008: S$15,798,797). Bank term loans 

and certain revolving credit facilities of S$21,800,754 (2008: S$15,578,169) are secured over certain 

vessels and leasehold buildings (Note 18). Finance lease liabilities are effectively secured over the 

leased plant and equipment and motor vehicles (Note 18), as the legal title is retained by the lessor 

and will be transferred to the Group upon full settlement of the finance lease liabilities. 

(b) 

Fair value of non-current borrowings 

Group 

2009 2008 

$ $ 



The carrying amounts of non-current borrowings approximate their fair values as these are variable 

rate borrowings. 


64




21. Finance lease liabilities 

Group 

2009 2008 

$ $ 

Minimum lease payments due 

- Not later than one year 58,580 76,745 

- Between one and five years 127,822 186,354 

186,402 263,099 

Less: 

Future finance charges (31,580) (42,471) 

Present value of finance lease liabilities 154,822 220,628 

Group 

2009 2008 

$ $ 

The present values of finance lease liabilities are analysed as follows: 

Not later than one year (Note 20) 49,855 65,824 

Later than one but not later than five years (Note 20) 104,967 154,804 

154,822 220,628 

22. Deferred gain 

Deferred gain, which relates to the Group’s share of the unrealised gains arising from the disposal of vessels 

to an associated company, is credited to profit or loss on a straight-line basis over the period to match the 

depreciation of the disposed vessels, which is included in the share of associated company’s results for the 

financial year. Movements in deferred gain are as follows: 

Group 

2009 2008 

$ $ 

At 1 January 1,212,806 – 

Addition during the year 442,384 1,260,056 

Credited to profit or loss (Note 4) (68,530) (47,250) 

At 31 December 1,586,660 1,212,806 

23. Immediate and ultimate holding company 

The immediate and ultimate holding company is Yeo Holdings Private Limited, a company incorporated in 

Singapore. Mr Yeo Chong Lin and Mr Alex Yeo Kian Teong are the ultimate controlling shareholders of the 

Company. 





24. Share capital 

No. of 

ordinary 

shares 

Issued share 

capital 

Amount 

Share capital 

$ 


2009 

At 1 January and 31 December 197,208,717 27,380,166 

2008 

At 1 January 178,757,925 26,919,114 

Bonus issue 17,875,792 – 

Share issue - share options 575,000 348,281 

Transfer from share option reserve upon exercise of share options – 112,771 

At 31 December 197,208,717 27,380,166 

All issued ordinary shares are fully paid. 

On 9 April 2008, the Company issued 17,875,792 new ordinary shares on the basis of 1 bonus share 

credited as fully paid at nil consideration for every 10 existing ordinary shares held by the shareholders of 

the Company. The newly issued shares rank pari passu in all respects with the previously issued shares. 

Share options 

Share options were granted to employees, executive directors and non-executive directors who have 

contributed to the growth and development of the Group under the Swissco Share Option Scheme 

(“Scheme”), which became operative on 21 October 2004. 

The exercise price of the granted options is equal to the average of the last dealt price of the Company’s 

ordinary shares on the Mainboard of the Singapore Exchange Securities Trading Limited for the five 

consecutive market days immediately preceding the date of grant. 

In relation to an option granted to a person who is a controlling shareholder or an associate of a controlling 

shareholder, the exercise price for the share option shall be equal to the average of the last dealt prices 

for the Company’s share for the five consecutive market days immediately preceding the latest practicable 

date prior to the date of any circular, letter or notice to the shareholders proposing to seek their approval 

of the grant of such options to the controlling shareholders or their associate. 

The period of the exercise of an option granted under the Scheme shall be the period commencing after 

the first anniversary of the relevant date of grant of the option but before the fifth anniversary of the 

relevant date of grant of the option for independent directors and the tenth anniversary of the relevant date 

of grant of the option for executive directors and employees or date of expiry of the Scheme whichever is 

earlier. 

On 16 March 2009 and 30 April 2009, options to subscribe for 866,667 ordinary shares and 1,150,000 

ordinary shares of the Company at an exercise price of S$0.29 and S$0.36 per ordinary share respectively 

were granted pursuant to the Scheme (“2009 Options”). The 2009 Options are exercisable from 16 March 

2010 and 30 April 2010. 


66




24. Share capital (continued) 


Movement in the number of unissued ordinary shares under options and their exercise prices during the 

financial year are as follows: 

Number of ordinary shares under option 

Beginning 

of financial 

year 

Granted 

during 

financial 

year 

Forfeited 

during 

financial 

year 

Exercised 

during 

financial 

year 

End of 

financial 

year 

Exercise 

price 

Exercise 

period 

Group and 

Company 

2009 

15.3.2006 100,000 – – – 100,000 S$0.390 15.3.2007 

- 14.3.2016 

15.3.2007 150,000 – – – 150,000 S$0.587 15.3.2008 

- 14.3.2012 

15.3.2007 225,000 – (50,000) – 175,000 S$0.587 15.3.2008 

- 14.3.2017 

27.4.2007 700,000 – – – 700,000 S$0.678 27.4.2008 

- 26.4.2017 

15.3.2008 200,000 – – – 200,000 S$0.760 15.3.2009 

- 14.3.2013 

15.3.2008 300,000 – – – 300,000 S$0.760 15.3.2009 

- 14.3.2018 

29.4.2008 1,100,000 – – – 1,100,000 S$0.810 29.4.2009 

- 28.4.2018 

16.3.2009 – 300,000 – – 300,000 S$0.290 16.3.2010 

- 15.3.2014 

16.3.2009 – 566,667 (41,667) – 525,000 S$0.290 16.3.2010 

- 15.3.2019 

30.4.2009 – 1,150,000 – – 1,150,000 S$0.360 30.4.2010 

- 29.4.2019 

2,775,000 2,016,667 (91,667) – 4,700,000 







Number of ordinary shares under option 

Beginning 

of financial 

year 

Granted 

during 

financial 

year 

Forfeited 

during 

financial 

year 

Exercised 

during 

financial 

year 

End of 

financial 

year 

Exercise 

price 

Exercise 

period 

Group and 

Company 

2008 

15.3.2005 50,000 – – (50,000) – S$0.256 15.3.2006 

- 14.3.2015 

15.3.2006 100,000 – – – 100,000 S$0.390 15.3.2007 

- 14.3.2016 

15.3.2007 350,000 – (200,000) – 150,000 S$0.587 15.3.2008 

- 14.3.2012 

15.3.2007 450,000 – – (225,000) 225,000 S$0.587 15.3.2008 

- 14.3.2017 

27.4.2007 1,000,000 – – (300,000) 700,000 S$0.678 27.4.2008 

- 26.4.2017 

15.3.2008 – 200,000 – – 200,000 S$0.760 15.3.2009 

- 14.3.2013 

15.3.2008 – 350,000 (50,000) – 300,000 S$0.760 15.3.2009 

- 14.3.2018 

29.4.2008 – 1,100,000 – – 1,100,000 S$0.810 29.4.2009 

- 28.4.2018 

1,950,000 1,650,000 (250,000) (575,000) 2,775,000 

Out of the outstanding options for 4,700,000 (2008: 2,775,000) shares, options for 2,725,000 (2008: 

1,175,000) shares are exercisable at the balance sheet date. No share options were exercised during the 

financial year. For share options exercised in 2008, the weighted average share price at the time of exercise 

was $0.62 per share. 

The fair value of options granted on 16 March 2009 and 30 April 2009 (2008: 15 March 2008 and 29 April 

2008), determined using the Black Scholes valuation model was S$78,750 and S$253,000 respectively (2008: 

S$154,000 and S$363,000 respectively). The significant inputs into the model were share price of S$0.29 

and S$0.36 (2008: S$0.76 and S$0.81) at the grant dates of 16 March 2009 and 30 April 2009 respectively 

(2008: 15 March 2008 and 29 April 2008 respectively), exercise prices shown as above, standard deviation 

of expected share price returns of 86.44% and 74.13% (2008: 80.26% and 71.06%), dividend yield of 2.13% 

and 3.51% (2008: 1.31% and 1.10%) respectively, the option life shown above and annual risk free rate of 

0.38% to 0.74% (2008: 0.91% to 1.11%). The volatility measured as the standard deviation of expected share 

price returns was based on the historical share price data. 


68






On 25 February 2010, the Company entered into a conditional merger agreement with C2O Holdings 

Limited (“C2O”) as disclosed in Note 35. Under this conditional merger agreement, C2O shall make a 

proposal to the holders of the options (“Optionholders”) to buy out all of the outstanding and unexercised 

options (the “Option Proposal”) held by the Optionholders. 

The Option Proposal shall include, inter alia, the following terms: 

(i) 

C2O shall pay the Optionholders an amount in cash (the “Option Consideration”) for all the 

outstanding and unexercised options granted to and held by the Optionholders, vested or otherwise 

and in consideration thereof, the Optionholders shall waive all rights to: 

(a) 

(b) 

exercise such options into new shares; and 

exercise all or any of their rights as holders of such options. 

(ii) 

(iii) 

Optionholders who have accepted the Option Proposal shall surrender all their options for 

cancellation; and 

the Option Consideration in relation to each option shall be the amount (if positive) by which the 

Cash Consideration as defined under the merger agreement (Note 35) less the exercise price of that 

option. Where the exercise price of an option is equal to or more than the Cash Consideration, the 

Option Consideration for such option shall be a nominal amount of S$0.001. 

The Option Consideration shall be paid on the same date as the Cash Consideration. 

In accordance to the conditional merger agreement, new options shall not be granted in 2010. In lieu of 

these options, the Company shall compensate eligible employees and directors in cash computed based 

on such number of options recommended by the Company’s Remuneration Committee, multiplied by the 

cash value of each new option to be determined by an independent professional valuer. 

25. Other reserves 

Group 

Company 

2009 2008 2009 2008 

$ $ $ $ 

(a) 

Composition: 

Share option reserve 968,572 605,133 968,572 605,133 

Fair value reserve 22,072,044 13,394,365 25,846,046 18,705,920 

23,040,616 13,999,498 26,814,618 19,311,053 

Other reserves are non-distributable. 





25. Other reserves (continued) 

(b) 

Movements: 

(i) Share option reserve 

At 1 January 605,133 286,955 605,133 286,955 

Employee share option scheme: 

- Value of employee service (Note 7) 363,439 430,949 363,439 430,949 

- Transfer to share capital on 

exercise of share options – (112,771) – (112,771) 

At 31 December 968,572 605,133 968,572 605,133 

(ii) Fair value reserve 

At 1 January 13,394,365 122,644,365 18,705,920 127,955,920 

Financial assets, available-for-sale: 

- Fair value gains/(losses) (Note 11) 15,400,539 (109,250,000) 15,400,539 (109,250,000) 

- Reclassification to profit or loss 

(Note 4) (6,722,860) – (8,260,413) – 

At 31 December 22,072,044 13,394,365 25,846,046 18,705,920 

26. Retained earnings 

(a) 

(b) 

The retained earnings of the Group and the Company are distributable. 

Movement in retained earnings for the Company is as follows: 

Company 

2009 2008 

$ $ 

At 1 January 27,774,922 31,661,291 

Total comprehensive income/(loss) for the year 6,389,520 (1,918,532) 

Dividends (Note 27) (1,972,087) (1,967,837) 

At 31 December 32,192,355 27,774,922 

Movements in retained earnings for the Group are shown in the Consolidated Statement of Changes 

in Equity. 


70




27. Dividends 


2009 2008 

$ $ 

Final tax exempt (one-tier) dividend paid in respect of the previous 

financial year of 1 cent (2008: 0.2 cent) per share 1,972,087 393,567 

Special final tax exempt (one-tier) dividend paid in respect of the 

previous financial year of Nil cent (2008: 0.8 cent) per share – 1,574,270 

1,972,087 1,967,837 

At the Annual General Meeting on 16 April 2010, a final tax exempt (one-tier) dividend of 1 cent per share 

amounting to S$1,972,087 will be recommended. These financial statements did not reflect these dividends, 

which will be accounted for in shareholders’ equity as an appropriation of retained earnings in the financial 

year ending 31 December 2010. 

28. Commitments 

(a) 

Operating lease commitments - where the Group is a lessee 

The Group leases office premises under non-cancellable operating lease agreements. The leases 

have varying terms and renewal rights. 

The future minimum lease payables under non-cancellable operating leases contracted for at the 

balance sheet date but not recognised as liabilities, are as follows: 

Group 

2009 2008 

$ $ 

Not later than one year 

- Non-related parties 159,077 188,767 

- A related party 204,191 240,000 

363,268 428,767 

Between one and five years 

- Non-related parties 614,825 740,101 

More than five years 

- Non-related parties 3,494,090 4,370,195 

4,472,183 5,539,063 

The related party is a company controlled by the controlling shareholders of the Company. 





28. Commitments (continued) 

(b) 

Operating lease commitments – where the Group is a lessor 

The Group has entered into charter hire leases on its fleet of vessels. 

The future minimum lease receivables under non-cancellable operating leases contracted for at the 

balance sheet date but not recognised as receivables, are as follows: 

Group 

2009 2008 

$ $ 

Not later than one year 7,812,304 11,393,083 

Between one and five years 242,972 7,792,623 

8,055,276 19,185,706 

(c) 

Capital commitments 

Capital expenditure contracted for at the balance sheet date but not recognised in the financial 

statements is as follows: 

Group 

2009 2008 

$ $ 

Expenditure contracted for the purchase of vessels/barges 17,140,846 53,995,225 

29. Contingent liabilities 

Corporate guarantees 

Group 

Company 

2009 2008 2009 2008 

$ $ $ $ 

Unsecured corporate guarantees given to 

banks in connection with banking facilities 

provided to subsidiaries and an associated 

company 4,130,671 2,870,861 14,555,661 12,920,861 

30. Financial risk management 

Financial risk factors 

The Group’s activities expose it to market risk (including currency risk, interest rate risk and price risk), credit 

risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse effects from 

the unpredictability of financial markets on the Group’s financial performance. 


72




30. Financial risk management (continued) 

Financial risk factors (continued) 

The Board of Directors is responsible for setting the objectives and underlying principles of financial risk 

management for the Group. The management team then establishes the detailed policies such as authority 

levels, oversight responsibilities, risk identification and measurement and risk exposure limits such as 

customer credit limits, in accordance with the objectives and underlying principles approved by the Board 

of Directors. 

Financial risk management is carried out by the Finance Department in accordance with policies set by 

management team. The Finance Department measures the actual exposures against the limits set and 

prepares regular reports for review by the management team and the Board of Directors. 

(a) 

Market risk 

(i) 

Currency risk 

The Group is exposed to foreign exchange risk primarily with respect to United States Dollar 

(“USD”) as significant sales and purchases are denominated in USD. The Group does not 

undertake any foreign exchange contracts to hedge its USD exposure as the management 

matches financial assets and liabilities denominated in USD whenever possible. 

The Company’s transactions are predominantly denominated in the Singapore Dollar (“SGD”) 

and there is no significant exposure to foreign currency risk. 

The Group’s currency exposure based on the information provided to key management is as 

follows: 

SGD USD Total 

$ $ $ 

At 31 December 2009 

Financial assets 

Cash and cash equivalents 7,819,717 6,758,746 14,578,463 

Financial assets, available-for-sale 27,540,000 – 27,540,000 

Trade and other receivables 954,543 14,502,399 15,456,942 

36,314,260 21,261,145 57,575,405 

Financial liabilities 

Trade and other payables 14,562,996 4,240,501 18,803,497 

Borrowings 21,315,501 5,190,075 26,505,576 

35,878,497 9,430,576 45,309,073 

Net financial assets 435,763 11,830,569 12,266,332 

Less: Net financial assets denominated in the 

respective entities’ functional currencies (435,763) – 

Less: Firm commitments in foreign currency* – (13,571,085) 

Currency exposure on financial assets and 

liabilities – (1,740,516) 

* Expenditure contracted for the purchase of vessels/barges 






(a) 

Market risk (continued) 

(i) 

Currency risk (continued) 

SGD USD Total 

$ $ $ 


Financial assets 

Cash and cash equivalents 1,672,031 2,641,107 4,313,138 

Financial assets, available-for-sale 21,090,000 – 21,090,000 

Trade and other receivables 4,125,368 11,970,079 16,095,447 

26,887,399 14,611,186 41,498,585 

Financial liabilities 

Trade and other payables 10,825,248 12,655,347 23,480,595 

Borrowings 25,848,803 – 25,848,803 

36,674,051 12,655,347 49,329,398 

Net financial (liabilities)/assets (9,786,652) 1,955,839 (7,830,813) 

Less: Net financial liabilities denominated in 

the respective entities’ functional currencies 9,786,652 – 

Less: Firm commitments in foreign currency* – (46,034,931) 

Currency exposure on financial assets 

and liabilities – (44,079,092) 

* Expenditure contracted for the purchase of vessels/barges 

At 31 December 2009, if the USD had strengthened/weakened by 5% (2008: 5%) against the 

SGD with all other variable including tax rate being held constant, the Group’s profit after tax 

for the financial year would have been S$591,528 (2008: S$97,792) higher/lower as a result of 

net currency translation gains/losses on USD-denominated cash and cash equivalents, trade 

and other receivables, trade and other payables and borrowings. 

(ii) 

Price risk 

The Group and the Company are exposed to equity securities price risk on investments 

classified as financial assets, available-for-sale. These securities are listed in Singapore. The 

Group monitors closely the performance of the investee company, including its trading price. 

The Group is not exposed to commodity price risk. 

If prices for the equity securities listed in Singapore had changed by 10% (2008: 5%) 

respectively with all other variables including tax rate being held constant, the Group’s and 

Company’s equity would have been S$2,754,000 (2008: S$1,054,500) higher/lower. 


74





(a) 

Market risk (continued) 

(iii) 

Cash flow interest rate risks 

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will 

fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk 

that the fair value of a financial instrument will fluctuate due to changes in market interest 

rates. As the Group has no significant interest-bearing assets other than fixed deposits, the 

Group’s income and operating cash flows are substantially independent of changes in market 

interest rates. 

The Group is exposed to cash flow interest rate risk arising mainly from its variable-rate 

borrowings. The Group’s borrowings are substantially floating rate instruments which are 

undertaken specifically for purchases of vessels. The Group does not enter into derivative 

contracts to hedge its interest rate risks. 

The Group’s borrowings at variable rates on which effective hedges have not been entered 

into, are denominated mainly in SGD. If the SGD interest rates increase/decrease by 1.0% 

(2008: 1.5%) with all other variables including tax rate being held constant, the profit after 

tax will be lower/higher by S$263,508 (2008: S$384,423) as a result of higher/lower interest 

expense on these borrowings. 

(b) 

Credit risk 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting 

in financial loss to the Group. For trade receivables, the Group adopts the policy of dealing only 

with customers of appropriate credit history, and obtaining sufficient security where appropriate to 

mitigate credit risk. For other financial assets, the Group adopts the policy of dealing only with high 

credit quality counterparties. The Group regularly monitors the counterparty’s payment profile and 

credit exposure at the entity level. 

As the Group and the Company do not hold any collateral, the maximum exposure to credit risk 

for each class of financial instruments is the carrying amount of that class of financial instruments 

presented on the balance sheet, except as follows: 

Group 

Company 

2009 2008 2009 2008 

$ $ $ $ 

Corporate guarantees provided 

to banks on subsidiaries’ and an 

associated company’s loans 4,130,671 2,870,861 14,555,661 12,920,861 

The Group’s and Company’s major classes of financial assets are bank deposits, financial assets, 

available-for-sale and trade and other receivables. 






(b) 

Credit risk (continued) 

The credit risk for trade receivables based on the information provided by key management is as 

follows: 

Group 

2009 2008 

$ $ 

By operating segments 

Vessel chartering 16,592,495 14,145,146 

Ship repair and maintenance services 1,372,954 2,832,597 

17,965,449 16,977,743 

(i) 

Financial assets that are neither past due nor impaired 

Bank deposits are neither past due nor impaired as these are mainly deposits with reputable 

banks. Financial assets, available-for-sale which refers to an investment in a Singapore listed 

security, is neither past due or impaired as there is an active trading market for the security 

and there is no significant or prolonged decline in its fair value. Trade receivables that are 

neither past due nor impaired are substantially companies with a good collection track record 

with the Group. 

(ii) 

Financial assets that are past due and/or impaired 

There is no other class of financial assets that is past due and/or impaired except for trade 

receivables. 

The age analysis of trade receivables past due but not impaired is as follows: 

Group 

2009 2008 

$ $ 

Past due 0 to 3 months 6,860,385 7,118,661 

Past due 3 to 6 months 3,431,351 3,801,886 

Past due over 6 months 1,130,541 765,253 

11,422,277 11,685,800 


76





(b) 

Credit risk (continued) 

(ii) 

Financial assets that are past due and/or impaired (continued) 

The carrying amount of trade receivables individually determined to be impaired and the 

movement in the related allowance for impairment are as follows: 

Group 

2009 2008 

$ $ 

Past due 3 to 6 months 44,551 312,392 

Past due over 6 months 2,463,956 569,904 

2,508,507 882,296 

Less: Allowance for impairment (2,508,507) (882,296) 

– – 

At 1 January 882,296 873,268 

Allowance made 1,626,211 72,379 

Allowance utilised – (63,351) 

At 31 December 2,508,507 882,296 

The individually impaired receivables mainly relate to customers that are in financial difficulties 

and whose payments are not forthcoming. 

(c) 

Liquidity risk 

The table below analyses the maturity profile of the Group’s and Company’s financial liabilities based 

on contractual undiscounted cash flows. 

Less than 

1 year 

Between 

1 and 2 

years 

Between 

2 and 5 

years 

Over 5 

years 

$ $ $ $ 

Group 


Trade and other payables 18,803,497 – – – 

Borrowings 19,880,705 3,343,893 3,699,771 – 

38,684,202 3,343,893 3,699,771 – 



Borrowings 18,998,952 6,312,785 1,176,497 – 

42,479,547 6,312,785 1,176,497 – 






(c) 

Liquidity risk (continued) 

Less than 

1 year 

Between 

1 and 2 

years 

Between 

2 and 5 

years 

Over 5 

years 

$ $ $ $ 

Company 





The Group and Company manage the liquidity risk by maintaining sufficient cash and available-forsale 

financial assets, and available funding through an adequate amount of committed credit facilities 

to enable them to meet their normal operating commitments. 

(d) 

Capital risk 

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as 

a going concern and to maintain an optimal capital structure so as to maximise shareholder value. 

In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of 

dividend payment, issue new shares or obtain new borrowings. 

Management monitors capital based on a gearing ratio. The Group’s policy, which was unchanged 

from 2008, is to maintain a gearing ratio of not exceeding 50%. 

The gearing ratio is calculated as net borrowings divided by total equity. Net borrowings is calculated 

as borrowings less cash and cash equivalents. 

Group 

2009 2008 

$ $ 

Net borrowings 11,927,113 21,535,665 

Total equity 154,553,105 123,307,369 

Total capital 166,480,218 144,843,034 

Gearing ratio 8% 17% 

The Group is in compliance with all externally imposed capital requirements for the financial years 

ended 31 December 2009 and 2008. 


78





(e) 

Fair value measurements 

Effective from 1 January 2009 the Group adopted the amendment to FRS 107 which requires 

disclosure of fair value measurements by level of the following fair value measurement hierarchy: 

(i) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); 

(ii) 

(iii) 

inputs other than quoted prices included within Level 1 that are observable for the asset or 

liability, either directly (is as prices) or indirectly (ie derived from prices) (Level 2); and 

inputs for the asset or liability that are not based on observable market data (unobservable 

inputs) (Level 3). 

The following table presents the assets measured at fair value at 31 December 2009. 


Level 1 Level 2 Level 3 Total 

$ $ $ $ 

Asset 


- Equity securities 27,540,000 – – 27,540,000 

There are no liabilities measured at fair value at 31 December 2009. 

The fair value of the available-for-sale securities is based on quoted market prices at the balance 

sheet date. The quoted market price used for these financial assets held by the Group is the current 

bid price. These instruments are included in Level 1. 

The carrying value less impairment provision of trade receivables and payables are assumed to 

approximate their fair values. The fair value of borrowings approximates their carrying amount as 

these borrowings are at variable rates with repricing within 3 months of the balance sheet date. 





31. Related party transactions 

In addition to the information disclosed elsewhere in the financial statements, the following related party 

transactions took place between the Group and related parties at terms agreed between the parties: 

(a) 

Sales and purchases of goods and services 

Group 

2009 2008 

$ $ 

Rental expense paid to a related party 666,287 720,000 

Hire of vessel from an associated company 635,632 208,735 

Salaries expense to related parties 195,846 174,504 

Sale of motor vehicles to related parties – 217,554 

Sale of a vessel to an associated company 3,988,684 5,197,313 

Chartering of vessel to a company in which a director of the 

Company is a shareholder 238,883 – 

The related parties comprise controlling shareholders of the Company, close members of their family 

and companies controlled by the controlling shareholders of the Company. 

Outstanding balances at 31 December 2009, arising from purchase of services, are set out in 

Note 19. 

Guarantees are provided by the Company to an associate, as set out in Note 29. 

(b) 

Key management personnel compensation 

The key management personnel compensation is as follows: 

Group 

2009 2008 

$ $ 

Salaries and other short-term employee benefits 6,631,549 5,816,366 

Employer’s contribution to defined contribution plans, including 

Central Provident Fund 24,807 16,545 

Directors’ fees 129,700 153,933 

Share options expense 293,647 317,271 

7,079,703 6,304,115 

Included in the above is total compensation to directors of the Company amounting to S$6,815,623 

(2008: S$6,300,182). Out of which, S$6,685,923 (2008: S$6,096,736) is compensation to directors 

who are controlling shareholders of the Company. 


80




32. Segment information 

Management has determined the operating segments based on the organisation of the Group. The results 

of these operating segments are reviewed by the Chief Executive Officer (“CEO”) to make strategic 

decisions. 

The Group is organised into two main operating segments: 

• Vessel chartering (including sale of out-port-limit services and related income) 

• Ship repair and maintenance services 

Others include investment holding activities. 

The CEO assesses the performance of these operating segments based on profit after tax. 

Sales between segments are carried out at arm’s length. The revenue from external parties and total assets 

reported to the CEO is measured in a manner consistent with that of the financial statements. 

The segment information provided to the CEO for the reportable segments for the year ended 31 

December 2009 is as follows: 

Vessel 

chartering 

Ship repair 

and 

maintenance 

services Others Total 

$’000 $’000 $’000 $’000 

Group 

Revenue 

Segment revenue 68,985 5,107 5,660 79,752 

Inter-segment revenue (15,115) (425) (5,660) (21,200) 

Revenue from external parties 53,870 4,682 – 58,552 

Profit after tax 23,202 1,782 (807) 24,177 

Gain on disposal of financial assets, 

available-for-sale – – 6,723 6,723 

Interest income 12 – – 12 

Interest expense (660) (3) – (663) 

Depreciation (7,909) (112) – (8,021) 

Amortisation of deferred gain 69 – – 69 

Income tax expense (1,081) (118) (24) (1,223) 

Share of profits of an associated company 47 – – 47 

Total assets 172,821 2,425 28,034 203,280 

Total assets includes: 

Inves tment in an as sociated company 47 – – 47 

Investment in a joint venture 20 – – 20 

Additions to property, plant and 

equipment 35,236 42 – 35,278 





32. Segment information (continued) 

The segment information provided to the CEO for the reportable segments for the year ended 31 

December 2008 is as follows: 

Vessel 

chartering 

Ship repair 

and 

maintenance 

services Others Total 

$’000 $’000 $’000 $’000 

Group 

Revenue 

Segment revenue 58,086 5,829 4,990 68,905 

Inter-segment revenue (10,864) (123) (4,990) (15,977) 

Revenue from external parties 47,222 5,706 – 52,928 

Profit after tax 28,234 2,265 (6,908) 23,591 

Interest income 193 2 – 195 

Interest expense (598) (7) – (605) 

Depreciation (4,541) (106) – (4,647) 

Amortisation of deferred gain 47 – – 47 

Income tax expense (21) (180) (54) (255) 

Share of loss of an associated company (211) – – (211) 

Total assets 150,082 3,308 21,188 174,578 

Total assets includes: 

Additions to property, plant and 

equipment 57,602 399 – 58,001 

Revenue from major services 

Revenue from external customers are derived primarily from the provision of chartering and ship repair 

services. The breakdown of revenue by services is disclosed in Note 3. 

Geographical information 

Revenue from external customers are mainly attributable to Singapore, which is the Company’s country of 

domicile. Non-current assets of the Group are mainly located in Singapore. 

Revenue of approximately S$16.4 million (2008: S$12.6 million) is derived from 2 external customers. These 

revenues are attributable to the provision of chartering services segment. 


82




33. Critical accounting estimates, assumptions and judgements 

Estimates, assumptions and judgements are continually evaluated and are based on historical experience 

and other factors, including expectations of future events that are believed to be reasonable under the 

circumstances. The critical areas for the Group are as follows: 

(a) 

Useful lives and residual values 

The Group reviews the useful lives and residual values of its vessels and barges at each financial yearend 

and any adjustments are made on a prospective basis. If estimates of the residual values are 

revised, the amount of depreciation expenses in the future periods will be changed. 

The useful lives of the vessels and barges are assessed periodically based on the condition of the 

vessels and barges, market conditions and other regulatory requirements. If the estimates of useful lives 

for the vessels and barges are revised or there is a change in useful lives, the amount of depreciation 

expense recorded in future periods will be changed. 

(b) 

Income taxes 

The Group has exposure to incomes taxes primarily in Singapore. Significant judgment is involved in 

determining the provision for income taxes. 

The Group recognises liabilities for expected tax matters based on estimates of whether additional 

taxes will be due. Where the final tax outcome of these matters is different from the amounts that 

were initially recognised, such differences may impact the income tax and deferred tax provisions in 

the period in which such determination is made. The carrying amounts of the Group’s current tax and 

deferred tax liabilities at 31 December 2009 were $744,348 (2008: $626,439) and $1,087,180 (2008: 

$101,530) respectively. 

34. New or revised standards and interpretations 

Certain new standards, amendments and interpretations to existing standards have been published and are 

mandatory for the Group’s accounting periods beginning on or after 1 January 2010 or later periods and 

which the Group has not early adopted. The Group’s assessment of the impact of adopting those standards, 

amendments and interpretations that are relevant to the Group is set out below: 

(a) 

(b) 

FRS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods 

beginning on or after 1 July 2009) 

FRS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in 

equity if there is no change in control and these transactions will no longer result in goodwill or gains 

and losses. The standard also specifies the accounting when control is lost. Any remaining interest in 

the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. The Group will 

apply FRS 27 (revised) prospectively to transactions with minority interests from 1 January 2010. 

FRS 103 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 

2009) 

FRS 103 (revised) continues to apply the acquisition method to business combinations, with some 

significant changes. For example, all payments to purchase a business are to be recorded at fair value 

at the acquisition date, with contingent payments classified as debt subsequently re-measured through 

profit or loss. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling 

interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of 

the acquiree’s net assets. All acquisition-related costs should be expensed. The Group will apply FRS 

103 (revised) prospectively to all business combinations from 1 January 2010. 





34. New or revised standards and interpretations (continued) 

Other new standards and amendments to existing standards and interpretations that are relevant to the 

Group but not expected to have any significant impact to the Group are as follows: 

(a) 

(b) 

(c) 

(d) 

INT FRS 117 Distributions of Non-Cash Assets to Owners (effective for annual periods beginning on 

or after 1 July 2009) 

INT FRS 118 Transfer of Assets to Customers (effective for annual periods beginning on or after 1 July 

2009) 

Amendments to FRS 32 Classification of Rights Issue (effective for annual periods beginning on or 

after 1 February 2010) 

INT FRS 119 Extinguishing Financial Liabilities with Equity Instruments (effective for annual periods 

beginning on or after 1 July 2010) 

35. Event occurring after balance sheet date 

On 26 October 2009, a controlling shareholder of the Company entered into a non-binding agreement with 

C2O Holdings Limited (“C2O”), a company incorporated in Singapore and listed on CATALIST, a Singapore 

Exchange Securities Trading Limited sponsored board, for the proposed acquisition by C2O of all its shares 

in the Company. 

Consequently, on 25 February 2010, the Company entered into a conditional merger agreement with C2O 

to effect the proposed acquisition by C2O of all the issued shares of the Company by way of a scheme of 

arrangement. 

The consideration payable to the shareholders of the Company in accordance with the conditional merger 

agreement is: 

(i) 

(ii) 

(iii) 

1.7917 new shares in the capital of C2O for each share in the capital of the Company (“Share 

Consideration”); 

S$0.89 in cash for each share in the capital of the Company (“Cash Consideration”); 

A combination of Share Consideration and Cash Consideration in such proportion as elected by each 

shareholder of the Company. 

Full details on the scheme of arrangement will be set out in a circular to be issued to the shareholders 

of the Company in due course, such details shall include the convening of a Scheme Meeting to seek 

shareholders’ approval for the Scheme. 

36. Authorisation of financial statements 

These financial statements were authorised for issue in accordance with a resolution of the Board of 

directors of Swissco International Limited on 22 March 2010. 


84

Statistics 

of Shareholdings 

As at 11 March 2010 

Number of Issued and Fully Paid-up Shares (excluding treasury shares) : 197,208,717 

Class of Shares : Ordinary Shares 

Voting Rights : 1 vote per share 

Treasury Shares : Nil 

Analysis of Shareholdings 

Size of shareholdings 

No of 

Shareholders % No. of shares % 

1 - 999 139 5.43 54,428 0.03 

1,000 - 10,000 1,297 50.64 7,229,323 3.66 

10,001 - 1,000,000 1,114 43.50 42,497,950 21.55 

1,000,001 & above 11 0.43 147,427,016 74.76 

TOTAL 2,561 100.00 197,208,717 100.00 

List of Twenty Shareholders as at 11 March 2010 

No. Shareholder’s Name No. of shares % 

1 Yeo Holdings Private Limited 107,976,797 54.75 

2 Raffles Nominees (Pte ) Ltd 13,828,600 7.01 

3 DB Nominees (S) Pte Ltd 7,781,000 3.95 

4 DBS Nominees Pte Ltd 3,333,519 1.69 

5 DBS Vickers Securities (S) Pte Ltd 3,150,100 1.60 

6 Citibank Nominees S’pore Pte Ltd 2,367,300 1.20 

7 HSBC (Singapore) Nominees Pte Ltd 2,016,800 1.02 

8 Meco Pte Ltd 2,000,300 1.01 

9 Yeo Kian Teong Alex 1,905,000 0.97 

10 United Overseas Bank Nominees Pte Ltd 1,864,300 0.95 

11 OCBC Securities Private Ltd 1,203,300 0.61 

12 Phillip Securities Pte Ltd 987,300 0.50 

13 Hong Leong Finance Nominees Pte Ltd 776,100 0.39 

14 UOB Kay Hian Pte Ltd 680,200 0.35 

15 Tian Phek Choo 626,000 0.32 

16 Yeo Chong Lin 614,000 0.31 

17 Sim Yong Teng 574,400 0.29 

18 OCBC Nominees Singapore Pte Ltd 556,650 0.28 

19 Sardul Singh 550,000 0.28 

20 Khoo Cheh Joo 548,000 0.28 

153,339,666 77.76 


Statistics 

of Shareholdings 

As at 11 March 2010 

Substantial Shareholders 

Name 

Number of Issued and Fully Paid-up Shares 

Direct Interest Deemed Interest 

Yeo Holdings Private Limited 107,976,797 Nil 

Yeo Chong Lin (Note 1) 614,000 107,976,797 

Yeo Kian Teong Alex (Note 2) 1,905,000 107,976,797 

Centaurus Capital LP (Note 3) Nil 12,537,791 

Centaurus Capital Limited (Note 3) Nil 12,537,791 

Centaurus Global Holding Limited (Note 3) Nil 12,537,791 

Bernard Oppetit (Note 3) Nil 12,537,791 

Note 1 - Mr Yeo Chong Lin is deemed to be interested in the shares held by Yeo Holdings Private Limited by 

virtue of Section 7 of the Companies Act, Chapter 50. 

Note 2 - Mr Yeo Kian Teong Alex is deemed to be interested in the shares held by Yeo Holdings Private Limited 

by virtue of Section 7 of the Companies Act, Chapter 50. 

Note 3 - Centaurus Capital LP is the fund manager of each of (1) Centaurus International Risk Arbitrage Master 

Fund Limited; (2) Centaurus/Lyxor International Risk Arbitrage Fund Limited; (3) Centaurus Small and 

Mid Cap International Risk Arbitrage Master Fund Limited; and (4) Centaurus Asia Pacific Opportunities 

Master Fund Limited; and (5) Nomura Centaurus International Risk Arbitrage Fund, each of which holds 

interests in Swissco International Limited. 

Centaurus Capital Limited is the general partner of Centaurus Capital LP. 

Centaurus Global Holding Limited is the sole Shareholder of Centaurus Capital Limited, and is in turn 

wholly-owned by Mr Bernard Oppetit. 

We have been notified by Centaurus Capital LP, Centaurus Capital Limited, Centaurus Global Holding 

Limited and Bernard Oppetit of their deemed interest on 12 March 2010. 

Based on the Register of Shareholders as at 11 March 2010, and to the best knowledge of the Company, the 

percentage of shareholdings held in the hands of the public is approximately 43.8%. Accordingly, the Company 

complies with Rule 723 of the Listing Manual. 


86

Notice of 

Sixth Annual General Meeting 

NOTICE IS HEREBY GIVEN THAT the Sixth Annual General Meeting of the Company will be held at Republic of 

Singapore Yacht Club, 52 West Coast Ferry Road Singapore 126887 on 16 April 2010 at 10.00 a.m. for the purpose 

of transacting the following businesses:- 

ORDINARY BUSINESS 

1. To receive and adopt the Directors’ Report and the Audited Financial Statements for the 

year ended 31 December 2009 together with the Auditors’ Report thereon. 

2. To consider and if thought fit, to pass the following resolution: 

“That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr Yeo Chong Lin be 

and is hereby re-appointed as a Director of the Company to hold such office until the next 

Annual General Meeting.” 

3. To re-elect Mr Phillip Chan Yee Foo, a Director who is retiring pursuant to Article 87 of the 

Company’s Articles of Association. [(see Explanatory Note I (a)] 

4. To approve the proposed payment of a first and final dividend of 1 cent per ordinary share 

(tax exempt 1-tier) for the year ended 31 December 2009. 

5. To approve the Directors’ fees of S$129,700 for the year ended 31 December 2009. (2008: 

S$153,933) 

6. To re-appoint PricewaterhouseCoopers LLP as Auditors and to authorise the Directors to 

fix their remuneration. 

Resolution 1 

Resolution 2 

Resolution 3 

Resolution 4 

Resolution 5 

Resolution 6 

7. To transact any other business of the Company which may properly be transacted at an 

Annual General Meeting. 

SPECIAL BUSINESS 

To consider and, if thought fit, to pass, with or without modifications, the following Ordinary 

Resolutions: 

8. Share Issue Mandate 

Resolution 7 

“That authority be and is hereby given to the Directors to issue: 

(a) (i) shares in the capital of the Company (“shares”) whether by way of rights, 

bonus or otherwise; and/or 

(ii) 

(iii) 

(iv) 

convertible securities; 

additional convertible securities arising from adjustments made to the number 

of convertible securities previously issued in the event of rights, bonus or 

capitalisation issues; or 

shares arising from the conversion of convertible securities, 

at any time and upon such terms and conditions and for such purposes and to such 

persons as the Directors may, in their absolute discretion, deem fit; and 


Notice of 


(b) 

shares in pursuance of any convertible securities made or granted by the Directors 

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

force, 

provided that: 

(i) 

(ii) 

the aggregate number of shares and/or convertible securities to be issued pursuant 

to this Resolution (including shares to be issued in pursuance of convertible securities 

made or granted pursuant to this Resolution does not exceed 50% of the total 

number of issued shares in the capital of the Company, excluding treasury shares, 

if any, of which the aggregate number of shares and/or convertible securities to be 

issued other than on a pro-rata basis to existing shareholders of the Company does 

not exceed 20% of the total number of issued shares in the capital of the Company, 

excluding treasury shares, if any. 

for the purpose of determining the aggregate number of shares and/or convertible 

securities that may be issued under (i) above [subject to such manner of calculation 

as may be prescribed by the Singapore Exchange Securities Trading Limited (“SGX- 

ST”)], the percentage of the number of shares to be issued shall be based on the 

total number of issued shares in the capital of the Company, excluding treasury 

shares, if any, at the time this Resolution is passed, after adjusting for 

(a) 

(b) 

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

or employee share options or vesting of share awards that are outstanding or 

subsisting at the time this Resolution is passed; and 

any subsequent bonus issue, consolidation or subdivision of shares; and 

(iii) 

unless revoked or varied by the Company in general meeting, such authority 

conferred by this Resolution shall continue in force until the conclusion of the next 

Annual General Meeting of the Company or the date by which the next Annual 

General Meeting of the Company is required by law to be held, whichever is the 

earlier.” [see Explanatory Note II(a)] 

9. Authority to allot and issue shares pursuant to the Swissco Share Option Scheme 

Resolution 8 

“That the directors be and are hereby authorised to allot and issue from time to time such 

number of shares in the capital of the Company as may be required to be issued pursuant 

to the exercise of the options under the Swissco Share Option Scheme (the “Share Option 

Scheme”), provided always that the aggregate number of shares to be issued pursuant 

to the Share Option Scheme shall not exceed 15% of the total number of issued shares 

in the capital of the Company, excluding treasury shares, if any, from time to time.” 

[see Explanatory Note II (b)] 

By Order of the Board 

Tan Ching Chek and Lo Swee Oi 

Joint Company Secretaries 

Dated: 31 March 2010 


88

Notice of 


NOTICE IS HEREBY GIVEN that the Transfer Books and Register of Members of the Company will be closed on 

27 April 2010, for the preparation of dividend warrants. 

Duly completed transfers received by the Company’s Registrar, B.A.C.S. Private Limited, 63 Cantonment Road 

Singapore 089758 up to the close of business at 5:00 p.m. on 26 April 2010 will be registered to determine 

shareholders’ entitlement to the proposed dividends. The dividends, if approved, will be paid on 6 May 2010 to 

shareholders registered in the books of the Company on 26 April 2010. 

In respect of shares in securities accounts with the Central Depository (Pte) Limited (“CDP”), the said dividends 

will be paid by the Company to CDP which will in turn distribute the dividend entitlements to holders of shares in 

accordance with its practice. 

I Explanatory Note to Ordinary Business to be transacted: - 

(a) 

Mr Phillip Chan Yee Foo, Chairman of the Nominating Committee and member of the Audit and 

Remuneration Committee will continue in office as Chairman of the Nominating Committee and a member 

of the Audit and Remuneration Committees upon his re-election as a Director of the Company and will be 

considered independent for the purposes of Rule 704(8) of the Listing Manual of The Singapore Exchange 

Securities Trading Limited. 

II Explanatory Notes to in relation to Ordinary Resolutions 7 and 8 under Special Business: - 

(a) 

(b) 

The Ordinary Resolution No. 7 if passed, will empower the Directors of the Company to issue shares in the 

capital of the Company up to an amount not exceeding in aggregate fifty percent (50%) of the total number 

of issued shares in the capital of the Company, excluding treasury shares, if any, at the time of the passing 

of this resolution, of which the aggregate number of shares to be issued other than on a pro-rata basis to 

shareholders of the Company does not exceed twenty percent (20%) of the total number of issued shares in 

the capital of the Company, excluding treasury shares, if any. 

The Ordinary Resolution No. 8 if passed, is to empower the Directors of the Company to issue shares in the 

Company pursuant to the exercise of the options under the Swissco Share Option Scheme provided that 

the aggregate number of shares to be issued does not exceed 15% of the total number of issued shares in 

the capital of the Company, excluding treasury shares, if any, at any time. Shareholders who are eligible to 

participate in the Share Option Scheme will also abstain from voting on this resolution and shall decline any 

appointment as proxies for shareholders to vote on this resolution unless the shareholders concerned have 

given specific instructions in their respective proxy forms as to the manner in which their votes are to be 

cast in respect of this resolution. 

Notes to Proxy Form: 

(i) 

A member entitled to attend and vote at this meeting is entitled to appoint one or two proxies to attend and 

vote in his stead. A proxy need not be a member of the Company. 

(ii) If a proxy is to be appointed, the form must be deposited at the registered office of the Company at 60 

Penjuru Lane, Singapore 609214 not less than 48 hours before the time set for the meeting. 

(iii) 

(iv) 

The form of proxy must be signed by the appointor or his attorney duly authorised in writing. 

In the case of joint shareholders, all holders must sign the form of proxy. 


SWISSCO INTERNATIONAL LIMITED 

Company Reg. No.: 200401051D 

(Incorporated in Singapore) 

ANNUAL GENERAL MEETING 

PROXY FORM 

Important 

1. For investors who have used their CPF monies to buy Swissco 

International Limited shares, this Annual Report is sent to them at 

the request of their CPF Approved Nominees and is sent solely 

FOR INFORMATION ONLY. 

2. This Proxy Form is FOR USE ONLY BY MEMBERS whose shares in 

Swissco International Limited are registered in their names. It is 

not valid for use by CPF investors and persons whose shares are 

not registered in their own names, and shall be ineffective for all 

intents and purposes if used or purported to be used by them. 

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

must submit their requests through their CPF Approved 

Nominees within the time frame specified. If they also wish to 

vote, they must submit their voting instructions to the CPF 

Approved Nominees within the time frame specified to enable 

them to vote on their behalf. 

I/We 

(Name) 

of 

being a member/members of SWISSCO INTERNATIONAL LIMITED hereby appoint:- 

(Address) 

Name 

Address 

NRIC/ 

Passport Number 

Proportion of 

Shareholdings (%) 

and/or (delete as appropriate) 

Name 

Address 

NRIC/ 

Passport Number 

Proportion of 

Shareholdings (%) 

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting, as my/our 

proxy/proxies to vote for me/us on my/our behalf, at the Annual General Meeting of the Company to be held on 

16 April 2010 at 10.00 a.m. and at any adjournment thereof in the following manner: 

Resolution No For Against 

1. To adopt Reports and Audited Financial Statements. 

2. To re-appoint Mr Yeo Chong Lin pursuant to Section 153(6) of the Companies 

Act, Chapter 50. 

3. To re-elect Mr Phillip Chan Yee Foo, a director retiring under Article 87. 

4. To approve first and final dividend. 

5. To approve Directors’ Fees. 

6. To re-appoint Auditors and authorisation of directors to fix their 

remuneration. 

7. To approve the Share Issue Mandate. 

8. To authorise the Directors to issue and allot shares in accordance with the 

provisions of the Swissco Share Option Scheme. 

If you wish to exercise all your votes For or Against, please tick with `’. Alternatively, please indicate the number 

of votes For or Against each resolution. 

If this form of proxy contains no indication as to how the proxy should vote in relation to each resolution, the 

proxy shall, as in the case of Any Other Business raised at the meeting, vote as the proxy deems fit. 

Dated this day of 2010. 

 

Signature(s) of Member(s)/Common Seal 

Total Number of shares in 

(a) CDP Register 

(b) Register of Members 

No of Shares 

IMPORTANT: PLEASE READ NOTES OVERLEAF

NOTES 

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead. A 

proxy need not be a member of the Company. 

2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding 

(expressed as a percentage of the whole) to be represented by each proxy. 

3. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. 

Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the Meeting in person, and in such event, 

the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy, to the Meeting. 

4. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository 

Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that number of shares. If the 

member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. If the 

member has shares entered against his name in the Depository Register and registered in his name in the Register of Members, he 

should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all shares held 

by the member. 

5. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 60 Penjuru Lane, Singapore 

609214 not less than 48 hours before the time set for the Meeting. 

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. 

Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal 

or under the hand of its attorney or a duly authorised officer. 

7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly 

certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the 

instrument may be treated as invalid. 

GENERAL 

The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where the true intentions of 

the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of shares 

entered in the Depository Register, the Company may reject a Proxy Form if the member, being the appointor, is not shown to have shares 

entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The 

Central Depository (Pte) Limited to the Company.

Swissco International Limited 

60 Penjuru Lane Singapore 609214 

Telephone: (65) 6265 2855 

Facsimile: (65) 6264 1661 / 6266 0719 

e-mail: swissco@singnet.com.sg 

website: www.swissco.net

Notes to the Financial Statements - Swissco Holdings Limited

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