MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITED FINANCIAL STATEMENTS MARCH 31,2015 Currency - Myanmar Kyat MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2015 Statement of Management’s Responsibility Independent Auditor’s Report Statement of Financial Position Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements PRESIDENT VISIT 6 FINANCIAL RPPORT 42 42 | MYANMAR THILAWA SEZ
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MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDFINANCIAL STATEMENTS
MARCH 31,2015
Currency - Myanmar Kyat
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITED
FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED MARCH 31, 2015
Statement of Management’s Responsibility
Independent Auditor’s Report
Statement of Financial Position
Statement of Comprehensive Income
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
PRESIDENTVISIT
6FINANCIAL RPPORT
42
42 | MYANMAR THILAWA SEZ
It is the responsibility of the management to prepare the financial statements which give a true and fair view of the financial posi-tion of Myanmar Thilawa SEZ Holdings Public Limited (the Company) as of March 31, 2015 and the statements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes. In preparing these financial statements, the management is required to: - Select suitable accounting policies and then apply them consistently; and - Make judgments and estimates that are reasonable and prudent.The management is responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company. We have general responsibility for taking such steps as are reasonably open to us to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
On behalf of Management
WIN AUNGChairmanMyanmar Thilawa SEZ Holdings Public LimitedOctober 9, 2015
STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITED
Annual Report 2014 - 2015 | 43
Ref: 560 /M-255/March 2015
INDEPENDENT AUDITOR’S REPORT
To the members of Myanmar Thilawa SEZ Holdings Public Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Myanmar Thilawa SEZ Holdings Public Limited which comprise the statement of financial position as at March 31, 2015, and the statements of comprehensive income, changes in equity and cash flows for the 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 Myanmar Financial Reporting Standard (MFRS) and the provisions of the Myanmar Companies Act. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, 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 Myanmar Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 judgment, 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.
44 | MYANMAR THILAWA SEZ
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of Myanmar Thilawa SEZ Holdings Public Limited as of March 31, 2015, and of its financial performance and its cash flows for the year then ended in accordance with MFRS and the provision of the Myanmar Companies Act.
Report on Other Legal and Regulatory Requirements
In accordance with the provisions of the Myanmar Companies Act, we also report that:(i) we have obtained all the information and explanations we have required; and (ii) books of account have been maintained by the Company as required by Section 130 of the Act.
Annual Report 2014 - 2015 | 45
U WIN THIN (PA-50)B.Com. B.L., R.A.Senior PartnerWIN THIN & ASSOCIATESCERTIFIED PUBLIC ACCOUNTANTS
OCTOBER 9, 2015
AssetsNon-current assetsProperty and equipmentInvestment in joint ventureInvestment in subsidiary
Current assetsCash and cash equipmentsTrade and other receivableDeposit and prepayments
Equity and liabilitiesEquityCapital - value per share kyat 10,000/-Authorized - 50,000,000 sharesIssued and paid-up capitalRetained profits /(Accumulated loss)
Non-current liabilitiesDeposit from suppliers
Current liabilitiesShare application receivedTrade and other payableProvision
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDSTATEMENT OF FINANCIAL POSITIONAS AT MARCH 31, 2015Currency - Myanmar Kyat
46 | MYANMAR THILAWA SEZ
The notes on pages 50 - 59 are an integral part of the Financial Statements.
Authenticated by Directors:
WIN AUNGChairman
THEIN HANManaging Director
WIN AUNGChairman
THEIN HANManaging Director
IncomeManagement fees(Less) Commercial taxNet management feesSales commission (Less) Commercial taxNet sales commissionInterestOther incomeTotal incomeExpensesPreliminary expenses - feasibility studyLegal & professional feePrinting & stationeryTravellingAdvertising and agency feesSalary and benefitEntertainmentIncorporation expensesBank service chargesDepreciationInternet chargesRepair & maintainanceOffice suppliesTelecommunicationRents & ratesElectricitySubscription feesShare expensesPenalty & fineSite expensesLoss on assets disposalTotal expensesNet profit/(loss)Share of profit/ (loss) of joint ventureNet profit/(loss) before taxIncome tax expenseNet profit/(loss) after taxOther comprehensive income for the yearTotal comprehensive income for the yearEarnings per share (K per share)Basic earnings per share
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDSTATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED MYARCH 31, 2015Currency - Myanmar Kyat
Annual Report 2014 - 2015 | 47
The notes on pages 50 - 59 are an integral part of the Financial Statements.
Authenticated by Directors:
As at March 31, 2014Net profit for the yearIssue of the share capitalAs at March 31, 2015As at April 1, 2013Net profit for the yearIssue of share capitalAs at March 31, 2014
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDSTATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED MYARCH 31,2015Currency - Myanmar Kyat
48 | MYANMAR THILAWA SEZ
The notes on pages 50 - 59 are an integral part of the Financial Statements.
Authenticated by Directors:
WIN AUNGChairman
THEIN HANManaging Director
Cash flows from operating activitiesProfit/(loss) before taxAdjustments for:DepreciationFixed assets disposalFixed assets write offShare of profit/ (loss) of joint ventureOperating profit before working capital changesTrade and other receivableDeposit and prepaymentTrade and other payableProvisionsDeposit from suppliersCash outflow from operationsIncome tax paidNet cash used in operating activitiesCash flows from investing activitiesPurchase of property, plant and equipmentPurchase of shares form joint ventureInvestment in subsidiaryNet cash used in investing activitiesCash flows from financinig activitiesProceeds from additional capital contributionProceeds from issue of ordinary shares to the publicNet cash provided by financing activitiesNet increase/ (decrease) in cash and cash equivalentsCash and cash equipments at beginning of yearCash and cash equivalents at end of year (Note 8)
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMIEDSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED MARCH 31, 2015Currency - Myanmar Kyat
Annual Report 2014 - 2015 | 49
The notes on pages 50 - 59 are an integral part of the Financial Statements.
Authenticated by Directors:
WIN AUNGChairman
THEIN HANManaging Director
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDNOTES TO THE FINANCIAL STATEMENTSCurrency - Myanmar Kyat
General information
Myanmar Thilawa SEZ Holdings Public Limited was incorporated as a private company in the Union of Myanmar under The Myanmar Companies Act on May 3, 2013.
On 26 May 2013, pursuant to the Cooperation Memorandum, the Company signed a Memorandum of Understanding with MMST LLP (MMS Thilawa Limited Liability Partnership) for the purpose of establishing the Joint Venture Company for the development, marketing, sales and operation of the Class A Project.
On 29 October 2013, pursuant to the Memorandum of Understanding mentioned above, the Company, the Thilawa SMC (Thilawa SEZ Management Committee) and MMSTD (MMS Thilawa Development Co.,Ltd.) entered into the Joint Venture Agreement in connection with the establishment of the JV Company to undertake the development, construction, marketing, sales and operation of the Class A project. The Joint Venture Company was established as Myanmar Japan Thilawa Development Ltd. (MJTD).
Under the Joint Venture Agreement, subject to the satisfaction of certain prescribed conditions precedent, the Company will collectively subscribe for JV Company Shares of an initial aggregate amount of US$50,000,000 in the proportions of 41.0%.
The principle business activities of the Company are to: invest in and participate in the management of the JV Company, which will engage in the development, construction, marketing, sales and operation of the Class A Project; market and sell the Class A Properties to Myanmar Related Entities as exclusive agent, and market and sell the Class A Properties to parties which are not Myanmar Related Entities or Japanese Related Entities jointly with the Japanese consortium members; and engage in the development of Thilawa SEZ (other than the Class A Area) or any part thereof as may be determined by our Directors in their discretion.
For additional information about the Company, please refer to the Company’s Prospectus dated 27th February, 2014.
The financial statements are expressed in Myanmar kyat and relate to the year from April 1, 2014 to March 31, 2015.
The registered office of the Company is No (29) Min Ye Kyaw Swar Road (UMFCCI Tower), Lanmadaw Township, Yangon Region, Republic of the Union of Myanmar.
The validity of Certificate of incorporation issued to the Company is five years expiring on May 3, 2018.
1.
50 | MYANMAR THILAWA SEZ
Summary of significant accounting policies 2.
A
B
C
D
E
F
G
Basis of preparationThe accompanying financial statements have been prepared in accordance with Myanmar Financial Reporting Standards (MFRS) and are based on historical cost convention.Foreign currency translation (1) Functional and presentation currency Items included in the financial statements of the Company are measured using the currency of primary economic environment in which the entity operates (the “functional currency”). The financial statements are presented in Myanmar Kyats, which is the presentation currency of the Company.
(2) Transactions and balances Foreign currency transactions are translated into the functional currency at the exchange rate prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.
Use of estimates and judgmentsThe preparation of the financial statements in conformity with MFRS requires management to make judgments, estimates and assumption that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recog-nized in the period in which the estimates are revised and in any future periods affected.
Property and equipmentProperty and equipment are stated at cost less accumulated depreciation. Depreciation is computed under the straight-line method over the estimated useful lives of these assets.Details of depreciation rates are as follow; Office renovation 20% Office equipment 10%-40% Motor vehicle 20% Computer and equipment 20% Software 20% Machinery and equipment 10%
Investment in associateInvestment in associate is initially recognized at the transaction price (including transaction costs) under the equity method of accounting and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition. The investor’s share of the profit or loss of the investee is recognized in the investor’s profit or loss. Distributions received from an investee reduce the carrying amount of the investment.
Cash and cash equivalentsCash and cash equivalents comprise cash in hand and deposits with various local banks.
Ordinary SharesOrdinary Shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recog-nized as a deduction from equity, net of any tax effects.
Annual Report 2014 - 2015 | 51
3.
H
I
J
RevenueRevenue is recognized only when it is probable that the economic benefits associated with the transaction will flow to the Company.Related partyA party is related to an entity if:(a) directly, or indirectly through one or more intermediaries, the party: (i) controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and fellow subsidiaries); (ii) has an interest in the entity that gives it significant influence over the entity; or (iii) has joint control over the entity;(b) the party is an associate of the entity;(c) the party is a joint venture in which the entity is a venture;(d) the party is a member of key management personnel of the entity or its parents;(e) the party is a close member of the family of any individual referred to in (a) or (d);(f) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d) or (e); or(g) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that is a related party of the entity.
ComparativesWhere necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.
52 | MYANMAR THILAWA SEZ
Financial risk management
The Company’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Company’s business whilst managing its risks. In addition to the risk factors as stated in the Company’s Prospectus dated 27th February, 2014, the main areas of financial risks faced by the Company and the policy in respect of the major areas of treasury activity are set out as follows:
Foreign exchange riskThe company is mainly exposed to currency risk on revenue and expenses that are denominated in currency other than the functional currency of the Company, Myanmar Kyat (MMK). In respect of other monetary assets and liabilities denominated in foreign currencies, the Company ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.However, the Company does not hedge its exposures to foreign exchange risk as the risk is not expected to be significant.
Credit riskCredit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers.The maximum credit risk associated with recognized financial assets is the carrying amount of receivables recorded in the statement of financial position. However, policies had been established by the Company to minimize such risks.
4.
Annual Report 2014 - 2015 | 53
Market riskMarket risk is the risk that changes in market prices, such as foreign exchange rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.The Company is not exposed to any market risk.
Liquidity and cash flow risksLiquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabil-ities that are settled by delivering cash of another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company monitors and maintains a level of bank balances deemed adequate by the directors to finance the operation and mitigate the effects of fluctuation in cash flow.
Fund management
The Company’s objectives, when managing its funds, are to safeguard and maintain adequate working capital to continue as a going concern
Cost
Balan
ce a
t 1 A
pril 2
013
Addit
ions
Balan
ce a
t 31
Mar
ch 2
014
Bala
nce
at 1
Apr
il 20
14
Addi
tions
Disp
osal
s
Bala
nce
at 3
1 M
arch
201
5
Accu
mul
ated
dep
recia
tion
Balan
ce a
t 1 A
pril 2
013
Depr
eciat
ion
for t
he y
ear
Balan
ce a
t 31
Mar
ch 2
014
Bala
nce
at 1
Apr
il 20
14
Depr
eciat
ion
for t
he y
ear
Disp
osal
s
Bala
nce
at 3
1 M
arch
201
5
Net B
ook
Value
at M
arch
31,2
014
Net B
ook
Valu
e at
Mar
ch 3
1, 20
15
Offic
e
reno
vatio
n -33
,999
,236
33,9
99,2
3633
,999
,236
1,316
,000 -
35,3
15,2
36 -1,7
06,2
781,7
06,2
781,7
06,2
78
7,04
1,114 -
8,74
7,39
2
32,2
92,9
5826
,567
,844
Furn
iture
and
equi
pmen
t -20
,400
,616
20,4
00,6
1620
,400
,616
40,5
91,7
46
(1,3
85,8
06)
59,6
06,5
56 -76
9,15
576
9,15
576
9,15
5
5,91
1,633
(154
,387
)
6,52
6,40
1
19,6
31,4
6153
,080
,155
Com
pute
r
equi
pmen
t -5,
047,
000
5,04
7,00
05,
047,
000
20,9
33,0
50 -
25,9
80,0
50 -14
2,61
714
2,61
714
2,61
7
3,88
1,479 -
4,02
4,09
6
4,90
4,38
321
,955
,954
Mot
or
vehi
cle
-25
,000
,000
25,0
00,0
0025
,000
,000
161,6
14,5
00 -
186,
614,
500 -
1,666
,667
1,666
,667
1,666
,667
15,4
48,2
62 -
17,11
4,92
9
23,3
33,3
3316
9,49
9,57
1
Softw
are - - - -
1,615
,000 -
1,615
,000 - - - -
188,
417 -
188,
417 -
1,426
,583
Mac
hine
ry
and
equi
pmen
t - - - -
35,0
25,3
20 -
35,0
25,3
20 - - - -
1,260
,457 -
1,260
,457 -
33,7
64,8
63
Tota
l -84
,446
,852
84,4
46,8
5284
,446
,852
261,0
95,6
16
(1,3
85,8
06)
344,
156,
662 -
4,28
4,71
74,
284,
717
4,28
4,71
7
33,7
31,3
62
(154
,387
)
37,8
61,6
92
80,16
2,13
530
6,29
4,97
0
5. P
rope
rty a
nd e
quip
men
t - N
et
54 | MYANMAR THILAWA SEZ
Balan
ce a
t 1 A
pril 2
015
Addit
iona
l inve
stmen
tPr
opor
tiona
te n
et p
rofit
/ (lo
ss) f
or th
e ye
arCa
rryin
g va
lue
as a
t 31st
Mar
ch, 2
015
In 000U
S$
2014
MJT
D(as
socia
te)
2015
MJT
D
(ass
ociat
e)
Repo
rting
date
31 M
arch
31 M
arch
Owne
r
-ship
41 %
41 %
Curre
nt
asse
ts
16,4
77
164,9
42
Non-
Curre
nt
asse
ts 17
2,538
Tota
l
asse
ts
16,4
94
167,4
80
Curre
nt
liabi
lities
2,29
7
106,6
79
Non-
Curre
nt
liabi
lities
- -
Inco
me 2
39,41
4
Shar
e
of n
et
asse
ts 112
13,97
0
Tota
l
liabi
lities
2,29
7
106,6
79
Expe
nse
275
5,341
Carry
ing
amou
nt 112
13,97
0
Net
asse
ts
14,19
7
60,80
1
Prof
it/
(loss
)
(273
)
34,07
4
Shar
e Of
Prof
it
(loss
)
112
13,97
0
In th
e fin
ancia
l yea
r 201
3-20
14, i
nves
tmen
t was
mad
e in
Mya
nmar
Japa
n Th
ilawa
Dev
elopm
ent L
td (M
JTD)
und
er jo
int v
entu
re a
gree
men
t in
which
the
entit
y sh
all su
bscr
ibe
41%
of
the
initi
al su
bscr
ibed
capi
tal. A
ccor
dingly
, the
Com
pany
subs
crib
ed $
7,37
9,70
0 eq
uivale
nt to
kyat
7,2
94,8
33,4
50 fo
r its
shar
e. In
itiall
y, th
e in
vestm
ent w
as re
cogn
ized
at th
e tra
nsac
tion
price
(inc
ludin
g tra
nsac
tion
cost)
. Dur
ing
the
year
201
4-20
15, t
he a
dditi
onal
cont
ribut
ion
amou
ntin
g to
$ 3
,690
,300
equ
ivalen
t to
kyat
3,5
90,6
61,9
00 w
ere
mad
e to
the
inve
stmen
t. At
th
e re
porti
ng d
ate,
subs
eque
nt ad
justm
ent w
as m
ade
base
d on
MJT
D’s p
ropo
rtion
ate
shar
e of
pro
fit fo
r the
year
201
5 am
ount
ing
to $
34,
073,
606
equiv
alent
to ky
at 14
,347
,373
,278
.42
and
the
carry
ing
value
of t
he in
vestm
ent w
as k
yat 2
5,12
2,27
5,26
8.42.
The
deta
ils a
re a
s fol
lows
;
The
Com
pany
’s sh
are
of p
rofit
in it
s equ
ity-a
ccou
nted
inve
stee
for t
he y
ear w
as K
yat 1
4,34
7,37
3,27
8.42
($13
,970
,178.4
6@ 1
,027
) (20
14: l
oss K
yat 1
10,5
93,3
60).
The
com
pany
did
not
rece
ive d
ivide
nds f
rom
its i
nves
tmen
t in
equit
y-ac
coun
ted
inve
stee
(201
4: ni
l). Th
e eq
uity a
ccou
nted
inve
stee
is no
t pub
licly
liste
d en
tity a
nd co
nseq
uent
ially
do n
ot h
ave
publ
ished
pric
e qu
otat
ions
.
2014 -
7,29
4,83
3,45
0(1
10,5
93,3
60)
7,18
4,24
0,09
0
2015
7,18
4,24
0,09
03,
590,
661,9
0014
,347
,373
,278
25,12
2,27
5,26
8
6.
Inve
stm
ent i
n jo
int v
entu
re
Annual Report 2014 - 2015 | 55
7.
8.
9.
(i)
(ii)
10.
56 | MYANMAR THILAWA SEZ
Investment in subsidiaryThe wholly-owned subsidiary of the Company is Thilawa Property Development Limited and was incorporated as a private company in the Union of Myanmar under The Myanmar Companies Act on March 19, 2015. The initial investment made was K 1,000,000,000.
The principal business activities of the subsidiary are: To invest in the development of Residential and Commercial Area within the Thilawa Special Economic Zone carried out by constructing, selling and leasing of commercial center, residences, office towers and other related development. To carry out preliminary engineering works. To engage in importing, purchasing, leasing and the activities that are required for the development of said con struction work To enter into partnership or into any arrangement of sharing profits To purchase or otherwise acquire for other means ownerships, rights, franchises, licenses, grants, trademarks, patent rights including land and buildings and to utilize beneficially those properties and rights for development thereof.
Cash and cash equivalents
Cash in hand (K)Cash at bank - currentCash at bank - saving Cash at bank - fixedTotal
Trade and other receivable
Cost of land lease and land developing costSales commission (USD 2,036,217 @ 1,027)Other receivable from MJTDTotal
Deposit and prepayments
Rent depositAdvances to suppliersOtherTotal
It comprises payments for purchase of plot of land and the landscape expenses on behalf of Thilawa Property Development Limited.It comprises commission fees receivable from MJTD for the successful contracts between MJTD and its customers whom in-troduced by the Company.
20155,064,762
22,408,4196,493,765,8326,491,562,736
13,012,801,749
201514,673,641,7612,091,194,859
-16,764,836,620
Noteiii
2015
25,850,000638,125,282
11,357,118675,332,400
20143,140,956
6,334,354,019322,393
8,336,067,84414,673,885,212
2014--
1,238,536,1801,238,536,180
2014--
323,000323,000
Annual Report 2014 - 2015 | 57
11.
12.
13.
14.
15.
Issued and paid-up capital
Ordinary share(3,892,915 shares of K 10,000/- each)Golden Land East Asia Development LimitedFirst Myanmar Investment Company LimitedMyanmar Sugar Development Public Co.,Ltd.Myanmar Edible Oil Industrial Public Corporation LtdMyanmar Agricultural & General Development Public LimitedNational Development Company Group LimitedNew City Development Public Company LimitedMyanmar Technologies and Investment Corporation LimitedMyanmar Agribusiness Public Corporation (MAPCO) LimitedPublic SharesTotal
Trade and other payable
Trade payable Accrued expenses Total
Provision Income tax Commercial tax Total
Management fees
The Company entered into management memorandums with MJTD to provide management services. Under the terms of these memorandums, the Company is entitled to receive management fees as stipulated in the memorandum and will expire in 2016. Accordingly, management fees were received from MJTD in consideration of management services provided by the Company for the period from January 10, 2014 to March 31, 2015 for the following personnel;(1) Chairman(2) Vice President (Myanmar Desk)(3) Head of Finance & Accounting(4) Head of Administration & Human Resources
January 10,2014 to March 31, 2014 ($155,537@K 1,027) April 1,2014 to March 31, 2015 ($688,800@K 1,027) Total
Sales commission
The Company entered into marketing agreements with MJTD to provide it with information in respect to potential locators and coordination services. Under the term of the agreements, the Company is entitled to receive commission fees at 6% of the contract price. The term of the agreement is for five years and shall be extended for further period by notify in writing at least 30 days prior to expiration of the agreement. Accordingly, the Company received commission fees income from MJTD for the successful contracts between MJTD and its customers whom introduced by the Company.
InterestInterest is received from the saving deposits in the local banks.
Other income
Shares related incomeTender incomeNewspapers & magazineExchange gain/ (loss)Total
Salary and benefit
The salary and benefit includes the remuneration to key management personnel as follows.Remunerations2013-142014-15Total*Backwards payments of remunerations for the year 2013-14 were made in the year 2014-15.
Earnings per share
Basic earnings per shareBasic 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.
Net profit/(loss) attributable to equity holders of the Company (K)Weighted average number of ordinary shares outstandingBasic earnings per share (K per share)
20151,224,060,7601,224,060,760
201530,051,3564,100,000
2,00046,149
34,199,505
2015 (USD)*66,794348,000414,794
201516,216,603,034
3,516,4374,612
2014--
2014---
12,180,85612,180,856
2014 (USD)---
2014 ---
16.
17.
18.
19.
Annual Report 2014 - 2015 | 59
Related party transactions
In addition to the information disclosed elsewhere in the financial statements, the following transactions took place between the Company and related parties at terms agreed between the parties:(a)Sales and purchase of goods and service
MJTDOther related partiesPayments made on behalf of subsidiaryManagement fees received from MJTDSales commission received from MJTD*Other related parties comprise mainly companies which are controlled or significantly influenced by the Company’s key management personnel which are as follows;
(b) Key management personnel and director compensation
Directors are considered as key management personnel and director compensations are disclosed in note 18.
Authorization of financial statements
The financial statements of the Company for the year ended March 31, 2015 were authorized for issue on October 9, 2015.
2015
US$822,919.88
*K425,725,973
K1,467,364,761
US$804,130
US$ 1,135,125
Position
Chairman
Chairman
Director
Chief FinancialOfficer of MJTD
PresidentVice President
2014-15 (K)
308,609,212
45,728,750
25,525,320
28,638,622
17,224,069
425,725,973
Related Executives
U Win Aung
U Win Aung
U Tun Lwin
U Aung Win
U Win Aung
U Thein Han
Company Name
Dagon International Limited (Purchase of sand and rent of vehicles)Thuriya Energy DepotManagement Company Limited(Rent of warehouse)Shwe Pyi General Trading(Container charges)Myint Myat Htut Khaung Co.,Ltd.(Purchase of diesel)Union of Myanmar Federation of Chamber of Commerce & Industry(Rent of office room)
No.
1.
2.
3.
4.
5.
2014
-
-
-
--
2013-14 (K)
-
-
-
-
-
20.
21.
60 | MYANMAR THILAWA SEZ
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDCONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,2015
Currency - Myanmar Kyat
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED MARCH 31, 2015
Statement of Management’s Responsibility
Independent Auditor’s Report
Consolidated Statement of Financial Position
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
PRESIDENTVISIT
6FINANCIAL RPPORT
60
It is the responsibility of the management to prepare the consolidated financial statements which give a true and fair view of the consolidated financial position of Myanmar Thilawa SEZ Holdings Public Limited (the Group) as of March 31, 2015 and the consolidated statements of comprehensive income, consolidated statement of changes in equity and consolidated cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes. In preparing these consolidated financial statements, the management is required to: Select suitable accounting policies and then apply them consistently; and Make judgments and estimates that are reasonable and prudent. The management is responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the consolidated financial position of the Group. We have general responsibility for taking such steps as are reasonably open to us to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
On behalf of Management
WIN AUNGChairmanMyanmar Thilawa SEZ Holdings Public LimitedOctober 9, 2015
Annual Report 2014 - 2015 | 61
STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITED
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Myanmar Thilawa SEZ Holdings Public Limited which comprise the consolidated statement of financial position as at March 31, 2015, and the consolidated statements of comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended, and a summary of significant account-ing policies and other explanatory notes.
Management’s Responsibility for the Financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Myanmar Financial Reporting Standard (MFRS) and the provisions of the Myanmar Companies Act. This responsibility includes: de-signing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error, 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 consolidated financial statements based on our audit. We conducted our audit in accordance with Myanmar Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material mis-statement.
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 judgment, 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 consolidated 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 consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Ref: 559 / M-255/March 2015
INDEPENDENT AUDITOR’S REPORTTo the members of the group of Myanmar Thilawa SEZ Holdings Public Limited
62 | MYANMAR THILAWA SEZ
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of Myanmar Thilawa SEZ Holdings Public Limited as of March 31, 2015, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with MFRS and the provision of the Myanmar Companies Act.
Report on Other Legal and Regulatory Requirements
In accordance with the provisions of the Myanmar Companies Act, we also report that:(i) we have obtained all the information and explanations we have required; and (ii) books of account have been maintained by the Group as required by Section 130 of the Act.
Annual Report 2014 - 2015 | 63
U WIN THIN (PA-50)B.Com. B.L., R.A.Senior PartnerWIN THIN & ASSOCIATESCERTIFIED PUBLIC ACCOUNTANTS
OCTOBER 9, 2015
Assets Non-current assets Property and equipment Investment in joint venture
Current assets Cash and cash equivalents Trade and other receivableDeposit and prepaymentsWork-in-progressInventory
Equity and liabilities Equity Capital - value per share kyat 10,000/-Authorized-50,000,000 sharesIssued and paid-up capitalRetained profits
Non-current liabilities Deposit from suppliers
Current liabilities Trade and other payableProvision
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDCONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS AT MARCH 31, 2015Currency - Myanmar Kyat
64 | MYANMAR THILAWA SEZ
The notes are an integral part of the Financial Statements.
Authenticated by Directors:
WIN AUNGChairman
THEIN HANManaging Director
IncomeManagement fees(Less) Commercial taxNet management feesSales commission (Less) Commercial taxNet sales commissionInterestOther incomeTotal incomeExpensesLegal & professional feePrinting & stationeryTravellingAdvertising and agency feesSalary and benefitEntertainmentIncorporation expensesBank service chargesDepreciationInternet chargesRepair & maintainanceOffice suppliesTelecommunicationRents & ratesElectricitySubscription feesShare expensesPenalty & fineSite expensesLoss on assets disposalTotal expensesNet profitShare of profit/ (loss) of joint ventureNet profit/(loss) before taxIncome tax expenseNet profit/(loss) after taxOther comprehensive income for the yearTotal comprehensive income for the year
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED MYARCH 31, 2015Currency - Myanmar Kyat
Annual Report 2014 - 2015 | 65
The notes on pages are an integral part of the Financial Statements.Authenticated by Directors:
WIN AUNGChairman
THEIN HANManaging Director
As at April 1, 2014
Net profit for the yearIssue of share capitalAs at March 31, 2015
Share capital
11,790,000,000
-
27,139,150,000
38,929,150,000
Retained profit/
(Accumulated loss)
(463,773,383)
16,211,683,821
-
15,747,910,438
Total equity
11,326,226,617
16,211,683,821
27,139,150,000
54,677,060,438
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED MYARCH 31,2015Currency - Myanmar Kyat
66 | MYANMAR THILAWA SEZ
The notes are an integral part of the Financial Statements.
Authenticated by Directors:
WIN AUNGChairman
THEIN HANManaging Director
Cash flows from operating activitiesProfit/(loss) before taxAdjustments for:DepreciationFixed assets disposalFixed assets write offShare of profit of joint ventureOperating profit before working capital changesChanges inTrade and other receivableDeposit and prepaymentWork-in-progressInventoryTrade and other payableProvisionsDeposit from suppliersCash outflow from operationsIncome tax paidNet cash used in operating activitiesCash flows from investing activitiesPurchase of fixed assetsPurchase of shares from joint ventureNet cash used in investing activitiesCash flows from financinig activitiesProceeds from contribution of capitalProceeds from issue of ordinary shares Net cash provided by financing activitiesNet decrease in cash and cash equivalentsCash and cash equipments at beginning of yearCash and cash equivalents at end of year (Note 7)
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDCONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED MARCH 31, 2015Currency - Myanmar Kyat
Annual Report 2014 - 2015 | 67
The notes are an integral part of the Financial Statements.Authenticated by Directors:
WIN AUNGChairman
THEIN HANManaging Director
General information
Myanmar Thilawa SEZ Holdings Public Limited (Holding Company) was incorporated as a private company in the Union of Myanmar under The Myanmar Companies Act on May 3, 2013.
On 26 May 2013, pursuant to the Cooperation Memorandum, the Holding Company signed a Memorandum of Understanding with MMST LLP (MMS Thilawa Limited Liability Partnership) for the purpose of establishing the Joint Venture Company for the development, marketing, sales and operation of the Class A Project.
On 29 October 2013, pursuant to the Memorandum of Understanding mentioned above, the Holding Company, the Thilawa SMC (Thilawa SEZ Management Committee) and MMSTD (MMS Thilawa Development Co.,Ltd.) entered into the Joint Venture Agreement in connection with the establishment of the JV Company to undertake the development, construction, marketing, sales and operation of the Class A project. The Joint Venture Company was established as Myanmar Japan Thilawa Development Ltd. (MJTD).
Under the Joint Venture Agreement, subject to the satisfaction of certain prescribed conditions precedent, the Holding Com-pany will collectively subscribe for JV Company Shares of an initial aggregate amount of US$ 50,000,000 in the proportions of 41%.
The principle business activities of the Holding Company are to: invest in and participate in the management of the JV Company, which will engage in the development, construction, marketing, sales and operation of the Class A Project; market and sell the Class A Properties to Myanmar Related Entities as exclusive agent, and market and sell the Class A Properties to parties which are not Myanmar Related Entities or Japanese Related Entities jointly with the Japanese consortium members; and engage in the development of Thilawa SEZ (other than the Class A Area) or any part thereof as may be determined by Holding Company’s Directors in their discretion.
The wholly-owned subsidiary of the Group is Thilawa Property Development Limited and was incorporated as a private com-pany in the Union of Myanmar under The Myanmar Companies Act on March 19, 2015. The initial investment made was K 1,000,000,000.
Thilawa Property Development Limited was incorporated as a private company in the Union of Myanmar under The Myanmar Companies Act on March 19, 2015.
The principal business activities of the subsidiary are: To invest in the development of Residential and Commercial Area within the Thilawa Special Economic Zone carried out by constructing, selling and leasing of commercial center, residences, office towers and other related development. To carry out preliminary engineering works
1.
MYANMAR THILAWA SEZ HOLDINGS PUBLIC LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSCurrency - Myanmar Kyat
68 | MYANMAR THILAWA SEZ
To engage in importing, purchasing, leasing and the activities that are required for the development of said construction work To enter into partnership or into any arrangement of sharing profits To purchase or otherwise acquire for other means ownerships, rights, franchises, licenses, grants, trademarks, patent rights including land and buildings and to utilize beneficially those properties and rights for development thereof.
The consolidated financial statements are expressed in Myanmar kyat and relate to the year from April 1, 2014 to March 31, 2015.
The registered offices of the head office and the subsidiary is No (29) Min Ye Kyaw Swar Road (UMFCCI Tower), Lanmadaw Township, Yangon Region, Republic of the Union of Myanmar.
Summary of significant accounting policiesBasis of preparationThe Group follows the Holding Company’s accounting policies and procedures, and thus; the accompanying consolidated financial statements have been prepared in accordance with Myanmar Financial Reporting Standards (MFRS) and are based on historical cost convention.
Foreign currency translation(1)
(2)
Use of estimates and judgmentsThe preparation of the consolidated financial statements in conformity with MFRS requires manage-ment to make judgments, estimates and assumption that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Property and equipmentProperty and equipment are stated at cost less accumulated depreciation. Depreciation is computed under the straight-line method over the estimated useful lives of these assets.Details of depreciation rates are as follows;
Functional and presentation currencyItems included in the consolidated financial statements of the Group are measured using the currency of primary economic environment in which the entity operates (the “functional currency”). The financial statements are presented in Myanmar Kyats, which is the presentation currency of the Group.
Transactions and balancesForeign currency transactions are translated into the functional currency at the exchange rate prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recog-nized in the consolidated income statement.
2. A
B
C
D
Annual Report 2014 - 2015 | 69
Office renovation 20%Office equipment 10%-40%Motor vehicle 20%Computer and equipment 20%Software 20%Machinery and equipment 10%
Investment in associateInvestment in associate is initially recognized at the transaction price (including transaction costs) under the equity method of accounting and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition. The investor’s share of the profit or loss of the investee is recognized in the investor’s profit or loss.
Cash and cash equivalentsCash and cash equivalents comprise cash in hand and deposits with various local banks.
Ordinary SharesOrdinary Shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.
RevenueRevenue is recognized only when it is probable that the economic benefits associated with the transaction will flow to the Group.
Related partyA party is related to an entity if:(a) directly, or indirectly through one or more intermediaries, the party: (i) controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and fellow subsidiaries); (ii) has an interest in the entity that gives it significant influence over the entity; or (iii) has joint control over the entity;(b) the party is an associate of the entity;(c) the party is a joint venture in which the entity is a venture;(d) the party is a member of key management personnel of the entity or its parents;(e) the party is a close member of the family of any individual referred to in (a) or (d);(f) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d) or (e); or(g) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that is a related party of the entity.
E
F
G
H
I
70 | MYANMAR THILAWA SEZ
Financial risk managementThe Group follows financial risk management policy of the Holding Company; and thus the Company’s financial risk man-agement policy seeks to ensure that adequate financial resources are available for the development of the Group’s business whilst managing its risk. The main areas of financial risks faced by the Company and the policy in respect of the major areas of treasury activity are set out as follows;
Foreign exchange riskThe company is mainly exposed to currency risk on revenue and expenses that are denominated in currency other than the functional currency of the Group, Myanmar Kyat (MMK). In respect of other mone-tary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.However, the Group does not hedge its exposures to foreign exchange risk as the risk is not expected to be significant.
Credit riskCredit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers.The maximum credit risk associated with recognized financial assets is the carrying amount of receivables recorded in the statement of financial position. However, policies had been established by the Group to minimize such risks.
Market riskMarket risk is the risk that changes in market prices, such as foreign exchange rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.The Group is not exposed to any market risk.
Liquidity and cash flow risksLiquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash of another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors and maintains a level of bank balances deemed adequate by the directors to finance the operation and mitigate the effects of fluctuation in cash flow.
Fund managementThe Group’s objectives, when managing its funds, are to safeguard and maintain adequate working capital to continue as a going concern.
3.
4.
Annual Report 2014 - 2015 | 71
Cost
Bala
nce
at 1
Apr
il 20
14
Addi
tions
Disp
osal
s
Bala
nce
at 3
1 M
arch
201
5
Accu
mul
ated
dep
recia
tion
Bala
nce
at 1
Apr
il 20
14
Depr
eciat
ion
for t
he y
ear
Disp
osal
s
Bala
nce
at 3
1 M
arch
201
5
Net B
ook
Valu
e at
Mar
ch 3
1, 20
15
Offic
e
reno
vatio
n
33,9
99,2
36
1,316
,000 -
35,3
15,2
36
1,706
,278
7,04
1,114 -
8,74
7,39
2
26,5
67,8
44
Furn
iture
and
equi
pmen
t
20,4
00,6
16
40,5
91,7
46
(1,3
85,8
06)
59,6
06,5
56
769,
155
5,91
1,633
(154
,387
)
6,52
6,40
1
53,0
80,15
5
Com
pute
r
equi
pmen
t
5,04
7,00
0
20,9
33,0
50 -
25,9
80,0
50
142,
617
3,88
1,479 -
4,02
4,09
6
21,9
55,9
54
Mot
or
vehi
cle
25,0
00,0
00
161,6
14,5
00 -
186,
614,
500
1,666
,667
15,4
48,2
62 -
17,11
4,92
9
169,
499,
571
Softw
are -
1,615
,000 -
1,615
,000 -
188,
417 -
188,
417
1,426
,583
Mac
hine
ry
and
equi
pmen
t -
35,0
25,3
20 -
35,0
25,3
20 -
1,260
,457 -
1,260
,457
33,7
64,8
63
Tota
l
84,4
46,8
52
261,0
95,6
16
(1,3
85,8
06)
344,
156,
662
4,28
4,71
7
33,7
31,3
62
(154
,387
)
37,8
61,6
92
306,
294,
970
5. P
rope
rty a
nd e
quip
men
t - N
et
72 | MYANMAR THILAWA SEZ
Balan
ce a
t 1 A
pril 2
015
Acqu
isitio
n of
inve
stmen
tPr
opor
tiona
te n
et p
rofit
/loss
for t
he y
ear
Carry
ing
valu
e as
at 3
1st M
arch
, 201
5
In 00
0US$
2015
MJT
D
(ass
ociat
e)
Repo
rting date
31 M
arch
Owne
r-sh
ip
41%
Curre
ntas
sets
164,9
42
Non-
Curre
nt
asse
ts
2,538
Tota
l
asse
ts
167,4
80
Curre
ntlia
bilitie
s
106,6
79
Non-
Curre
ntlia
bilitie
s -
Incom
e
39,41
4
Shar
e
of n
et
asse
ts
13,97
0
Tota
l
liabi
lities
106,6
79
Expe
nse
5,341
Carry
ing
amou
nt
13,97
0
Net
asse
ts
60,80
1
Prof
it/
(loss
)
34,07
4
Shar
e Of
Prof
it
(loss
)
13,97
0
The
abov
e am
ount
re
pres
ents
inve
stmen
t wa
s m
ade
in
Mya
nmar
Ja
pan
Thila
wa
Deve
lopm
ent
Ltd
(MJT
D)
unde
r jo
int
vent
ure
agre
emen
t in
wh
ich
the
Holdi
ng
Com
pany
sh
all
subs
crib
e 41
%
of
the
initi
al su
bscr
ibed
ca
pita
l. Ac
cord
ingly
, th
e Ho
lding
Co
mpa
ny
subs
crib
ed
$7,3
79,7
00
equiv
alent
to
ky
at
7,29
4,83
3,45
0 fo
r its
sh
are
in
2013
-201
4. In
itiall
y, th
e in
vestm
ent
was
reco
gnize
d at
th
e tra
nsac
tion
price
(in
cludin
g tra
nsac
tion
cost)
. Du
ring
the
year
20
14-2
015,
th
e ad
ditio
nal
cont
ribut
ion
amou
ntin
g to
$
3,69
0,30
0 eq
uivale
nt
to
kyat
3,
590,
661,9
00
were
m
ade
to
the
inve
stmen
t. At
th
e re
porti
ng
date
, su
bseq
uent
ad
justm
ent
was
mad
e ba
sed
on
MJT
D’s
prop
ortio
nate
sh
are
for
the
year
20
15
amou
ntin
g to
Ky
at
14,3
47,3
73,2
78.42
, an
d th
e ca
rryin
g va
lue
of
the
inve
stmen
t was
kya
t 25,
122,
275,
268.4
2. Th
e de
tails
are
as f
ollo
ws;
The
Holdi
ng C
ompa
ny’s
shar
e of
pro
fit in
its e
quity
-acc
ount
ed in
veste
e fo
r the
yea
r was
Kya
t 14,
347,
373,
278.4
2 ($
13,9
70,17
8.46@
1,0
27) (
2014
: loss
Kya
t 110
,593
,360
). Th
e gr
oup
did
not r
eceiv
e div
idend
s fro
m it
s inv
estm
ent i
n eq
uity-
acco
unte
d in
veste
e (2
014:
nil).
The
equit
y acc
ount
ed in
veste
e is
not p
ublic
ly lis
ted
entit
y and
cons
eque
ntial
ly do
not
hav
e pu
blish
ed
price
quo
tatio
ns.
2015
7,18
4,24
0,09
03,
590,
661,9
0014
,347
,373
,278
25,12
2,27
5,26
8
6. In
vest
men
t in
join
t ven
ture
Annual Report 2014 - 2015 | 73
Cash and cash equivalents
Cash in hand (K) Cash at bank - current Cash at bank - saving Cash at bank - fixed Total
Trade and other receivable
The above comprises commission fees receivable from MJTD for the successful contracts between MJTD and its customers whom introduced by the Holding Company.
Deposit and prepayments
Rent depositAdvances to suppliersOther prepaymentsTotal
Work-in-progress
Work-in-progress relates to the cost of land and land developing cost. Land comprises of [347,583] m2 of leasehold land ac-quired from MJTD for the development of residential and commercial area of Thilawa Special Economic Zone. The subsidiary is pursuing land scraping, infrastructure development and worker’s accommodation construction during the year.
Inventory
Inventory consists of diesel stock for the use in site operations for residential and commercial area.
Trade and other payable
Trade payableAccrued expenseTotal
Provision
Income taxCommercial taxTotal
2015
5,064,762
22,408,419
6,493,765,832
6,491,562,736
13,012,801,749
2015
25,850,000
638,125,282
11,357,118
675,332,400
2015
1,235,362,948
397,819,695
1,633,182,643
2015
709,000,679
109,537,971
818,538,650
7.
8.
9.
10.
11.
12.
13.
74 | MYANMAR THILAWA SEZ
Management fees
The Holding Company entered into management memorandums with MJTD to provide management
services. Under the terms of these memorandums, the Holding Company is entitled to receive management fees as stipulated
in the memorandum and will expire in 2016. Accordingly, management fees are received from MJTD in consideration of man-
agement services provided by the Holding Company for the period from January 10, 2014 to March 31, 2015 for the following
personnel;
(1) Chairman
(2) Vice President (Myanmar Desk)
(3) Head of Finance & Accounting
(4) Head of Administration & Human Resources
January 10,2014 to March 31, 2014 ($155,537@K1,027)
April 1,2014 to March 31, 2015 ($688,800@K 1,027)
Total
Sales commission
The Holding Company entered into marketing agreements with MJTD to provide it with information in respect to potential
locators and coordination services. Under the term of the agreements, the Holding Company is entitled to receive commission
fees at 6% of the contract price. The term of the agreement is for five years and shall be extended for further period by notify
in writing at least 30 days prior to expiration of the agreement. Accordingly, the Holding Company earned commission fees
income from MJTD for the successful contracts between MJTD and its customers whom introduced by the Holding Company.
Sales commission (USD 1,191,880 @ 1,027)
Total
Interest
Interest is received from the saving deposits in the local banks.
Other income
Shares related income
Tender income
Newspapers & magazine
Exchange gain/ (loss)
Total
2015
159,736,499
707,397,600
867,134,099
2015
1,224,060,760
1,224,060,760
2015
30,051,356
4,100,000
2,000
46,149
34,199,505
14.
15.
16.
17.
Annual Report 2014 - 2015 | 75
Salary and benefit
The salary and benefit includes the remuneration to key management personnel of the Holding Company as follows.Remunerations2013-142014-15Total
* Backwards payments of remunerations for the year 2013-14 were made in the year 2014-15.
Related party transactions
In addition to the information disclosed elsewhere in the consolidated financial statements, the following transactions took place between the Holding Company and the related parties at terms agreed between the parties:(a) Sales and purchase of goods and service
MJTDOther related partiesPayments made on behalf of subsidiaryManagement fees received from MJTDSales commission received from MJTD*Other related parties comprise mainly companies which are controlled or significantly influenced by the Holding Company’s key management personnel which are as follows:
(b) Key management personnel and director compensation
Key management personnel and director compensation are disclosed in note 18.
No.
1.
2.
3.
4.
5.
Company Name
Dagon International Limited (Purchase of sand and rent of vehicles)Thuriya Energy Depot ManagementCompany Limited(Rent of warehouse)Shwe Pyi General Trading(Container charges)Myint Myat Htut Khaung Co.,Ltd.(Purchase of diesel)Union of Myanmar Federation of Chamber of Commerce & Industry(Rent of office room)
Related Executives
U Win Aung
U Win Aung
U Tun Lwin
U Aung Win
U Win AungU Thein Han
Position
Chairman
Chairman
Director
Chief FinancialOfficer of MJTDPresidentVice President
2014-15 (K)
308,609,212
45,728,750
25,525,320
28,638,622
17,224,069
425,725,973
2013-14 (K)
-
-
-
-
-
2015 (USD)
*66,794
348,000
414,794
2015
US$822,919.88
*K425,725,973
K1,467,364,761
US$804,130
US$1,135,125
18.
19.
76 | MYANMAR THILAWA SEZ
Authorization of financial statements
The financial statements of the Group for the year ended March 31, 2015 were authorized for issue on
ကမၸဏအမည Dagon International Ltd. သဝယယျခငးႏင ကားမားငားရမးျခငးThuriya Energy DepotManagement Company Limited ဂေဒါငငားရမးျခငး Shwe Pyi General Trading ကြနတနနာမားငားရမးျခငး Myint Myat Htut Khaung Co., Ltd ဒဇယဝယယျခငး Union of Myanmar Federation of Chamber of Commerce & Industry ႐းခနးငားရမးျခငးစစေပါငး