IHH Healthcare Berhad (Company No V) (Incorporated in Malaysia) and its subsidiaries

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IHH Healthcare Berhad (Company No V) (Incorporated in Malaysia) and its subsidiaries Financial statements for the financial year ended 31 December IHH Healthcare Berhad (Company No V)
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IHH Healthcare Berhad (Company No V) (Incorporated in Malaysia) and its subsidiaries Financial statements for the financial year ended 31 December 2014 1 IHH Healthcare Berhad (Company No V) (Incorporated in Malaysia) and its subsidiaries Directors report for the year ended 31 December 2014 The Directors have pleasure in submitting their report and the audited financial statements of the and of the Company for the financial year ended 31 December Principal activities The Company is principally engaged in investment holding, whilst the principal activities of the subsidiaries are as stated in Note 46 to the financial statements. There has been no significant change in the nature of these activities during the financial year. Results Company RM 000 RM 000 Profit for the year attributable to: Owners of the Company 754,291 19,547 Non-controlling interests 188, ,284 19,547 Reserves and provisions There were no material transfers to or from reserves and provisions during the financial year under review except as disclosed in the financial statements. Dividends Since the end of the previous financial year, the Company paid a first and final single tier cash dividend of 2 sen per ordinary share amounting to RM163,500,000 for the financial year ended 31 December 2013 on 16 July The Directors have proposed a first and final single tier cash dividend of 3 sen per ordinary share for the financial year ended 31 December 2014, which is subject to shareholders approval at the forthcoming Annual General Meeting. 2 Directors of the Company Directors who served since the date of the last report are: Tan Sri Dato Dr. Abu Bakar Bin Suleiman Dato Mohammed Azlan Bin Hashim Dr. Tan See Leng Mehmet Ali Aydinlar Satoshi Tanaka Chang See Hiang Rossana Annizah Binti Ahmad Rashid Kuok Khoon Ean YM Tengku Dato Sri Azmil Zahruddin Bin Raja Abdul Aziz Kaichi Yokoyama (Alternate Director to Satoshi Tanaka) Quek Pei Lynn (Alternate Director to YM Tengku Dato Sri Azmil Zahruddin Bin Raja Abdul Aziz) Shirish Moreshwar Apte (Appointed on 3 September 2014) Ahmad Shahizam Bin Mohd Shariff (Alternate Director to Dr. Tan See Leng) (Resigned on 28 August 2014) Directors interests The interests and deemed interests in the ordinary shares, options over ordinary shares, units convertible into ordinary shares and other units of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at year end (including the interests of the spouses or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors Shareholdings are as follows: Interests in the Company Tan Sri Dato Dr. Abu Bakar Bin Suleiman At 1 January 2014 Number of ordinary shares of RM1.00 each At Options 31 December exercised Bought Sold Direct 3,107,000 1,053,000 - (1,400,000) 2,760,000 Dr. Tan See Leng - Direct 14,920,000 11,241,000 - (10,410,600) 15,750,400 Mehmet Ali Aydinlar - Direct 103,500, ,000 25,000, ,741,000 - Deemed 160,790, (26,880,000) 133,910,861 Chang See Hiang - Direct 100, ,000 Kuok Khoon Ean - Direct 250, ,000 3 Directors interests (continued) At 1 January 2014 Number of ordinary shares of TL1.00 each Options exercised Bought Sold At 31 December 2014 Interests in subsidiaries Acıbadem Sağlık Yatirimlari Holding A.Ş. ( ASYH ) Mehmet Ali Aydinlar - Direct 354,533, ,533,087 - Deemed 27,466, ,466,913 Acıbadem Sağlık Hizmetleri ve Ticaret A.Ş. ( ASH ) Mehmet Ali Aydinlar - Direct 30, (30,000) 1 - Deemed Acıbadem Poliklinikleri A.Ş. Mehmet Ali Aydinlar - Direct Deemed Acıbadem Ortadoğu Sağlık Yatirimlari A.Ş. Mehmet Ali Aydinlar - Direct Acıbadem Mobil Sağlık Hizmetleri A.Ş. Mehmet Ali Aydinlar - Direct Deemed Acıbadem Labmed Sağlık Hizmetleri A.Ş. Mehmet Ali Aydinlar - Direct Deemed 4 Directors interests (continued) Number of ordinary shares of TL1.00 each At At 1 January 2014 Options exercised Bought Sold 31 December 2014 Interests in subsidiaries (continued) Bodrum Tedavi Hizmetleri A.Ş. Mehmet Ali Aydinlar - Deemed Acıbadem Proje Yönetimi A.Ş. Mehmet Ali Aydinlar - Direct Aplus Hastane Otelcilik Hizmetleri A.Ş. Mehmet Ali Aydinlar - Direct Deemed At 1 January 2014 Number of ordinary shares of TL each Options exercised Bought Sold At 31 December 2014 Interests in a subsidiary Konur Sağlık Hizmetleri A.Ş. Mehmet Ali Aydinlar - Deemed (1) - At 1 January 2014 Number of ordinary shares of TL2.00 each Options exercised Bought Sold At 31 December 2014 Interests in a subsidiary International Hospital Istanbul A.Ş. Mehmet Ali Aydinlar - Direct Deemed At 1 January 2014 Number of units Options exercised Bought Sold At 31 December 2014 Interests in a subsidiary Parkway Life Real Estate Investment Trust ( PLife REIT ) Chang See Hiang - Direct 300, ,000 5 Directors interests (continued) Number of options over ordinary shares of RM1.00 each At At 1 January Lapsed/ 31 December 2014 Granted Exercised cancelled 2014 Interests in the Company Equity Participation Plan ( EPP ) Tan Sri Dato Dr. Abu Bakar Bin Suleiman 2,000,000 - (1,000,000) - 1,000,000 Dr. Tan See Leng 18,750,000 - (9,375,000) - 9,375,000 Number of units convertible into ordinary shares of RM1.00 each At At 1 January Lapsed/ 31 December 2014 Granted Exercised cancelled 2014 Interests in the Company Long Term Incentive Plan ( LTIP ) Tan Sri Dato Dr. Abu Bakar Bin Suleiman 117,000 76,000 (53,000) - 140,000 Dr. Tan See Leng 3,311,000 1,326,000 (1,866,000) - 2,771,000 Mehmet Ali Aydinlar 724, ,000 (241,000) - 1,195,000 Except as disclosed above, none of the other Directors holding office at 31 December 2014 had any interest in the ordinary shares, options over ordinary shares, units convertible into ordinary shares and other units of the Company and of its related corporations during the financial year. Directors benefits Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements or the fixed salary of a full-time employee of the Company or of related corporations) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest, other than certain Directors who have significant financial interests in companies which traded with certain companies in the in the ordinary course of business as disclosed in Note 41 to the financial statements. 6 Directors benefits (continued) There were no arrangements during and at the end of the financial year which had the object of enabling 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 apart from the issue of the LTIP as disclosed in Note 21. Issue of shares and debentures During the financial year, the Company issued: i) 34,000,000 new ordinary shares of RM1.00 each pursuant to the exercise of vested EPP options; and ii) 9,596,018 new ordinary shares of RM1.00 each pursuant to the surrender of vested LTIP units. Upon completion of the above, the issued and fully paid ordinary shares of the Company as at 31 December 2014 amounted to RM8,178,569,889. There were no other changes in the authorised, issued and paid-up capital of the Company and no debenture was issued during the financial year. Options granted over unissued shares No options were granted to any person to take up unissued shares of the Company during the financial year apart from the issue of share options pursuant to the following scheme: LTIP At a Board of Directors meeting held on 25 March 2011, the Board approved the LTIP for the granting of not more than 2% of the issued share capital of the Company, non-transferrable convertible units to eligible employees of the. The salient features and the other terms of the LTIP are, inter alia, as follows: i. Eligible employees are employees that are in the full time employment and in the payroll of the including contract employees for at least 6 months or persons that fall within other categories or criteria that the Board may determine from time to time, at its absolute discretion. 7 Options granted over unissued shares (continued) LTIP (continued) ii. The aggregate number of shares to be issued under the LTIP shall not exceed 2% of the issued and paid-up ordinary share capital of the Company. iii. The LTIP shall be in force for a period of 10 years from 25 March iv. The LTIP units granted in each year will vest in the participants over a three-year period, in equal proportions each year. v. Each unit of LTIP is entitled to be converted to 1 ordinary share of the Company after listing of the Company. vi. Eligible employees who are offered LTIP units but have elected to opt out of the scheme will receive cash LTIP units instead which will be redeemed by the Company over a period of 3 years, in equal proportions each year. vii. Options granted but not yet vested will be cancelled with immediate effect and cease to be exercisable if the participant is no longer in employment with the, by way of termination, disqualification or resignation. Since the commencement of the scheme, until the end of the current financial year, no options had been granted to substantial shareholders or its associates and no options that entitle the holders of the options, by virtue of such holding, to any rights to participate in any share issue of other corporations had been granted. 8 Options granted over unissued shares (continued) According to Section 169(11) of the Companies Act, 1965, the Company is required to disclose the name of persons to whom any options has been granted during the financial year. Pursuant to Section 169A of the Companies Act, 1965, the Company has applied and has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of employees who have been granted less than 82,000 options in financial year ended 31 December The employees that were granted 82,000 and above LTIP units during the financial year are as follows: Name of person to whom the option has been granted Grant Date Number of options that has been granted Number of options that has been exercised Number of options that has been cancelled Balance as at 31 December 2014 Dr. Tan See Leng 2 July ,326, ,326,000 Dr. Lim Cheok Peng 29 April ,130, ,130,000 Mehmet Ali Aydinlar 2 July , ,000 Lim Suet Wun 29 April , ,000 Tan See Haw 29 April , ,000 Ahmad Shahizam Bin Mohd Shariff 2 July , ,000 Lee Swee Hee 29 April ,000 - (135,000) - Loh Chi-Keon Kelvin 29 April , ,000 Fong Choon Khin 29 April , ,000 Lee Hong Huei 29 April , ,000 Tan Kang Fun 29 April , ,000 9 Other statutory information Before the financial statements of the and of the Company were made out, the Directors took reasonable steps to ascertain that: (i) (ii) all known bad debts have been written off and adequate provision made for doubtful debts, and any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected to realise. At the date of this report, the Directors are not aware of any circumstances: (i) (ii) that would render the amount written off for bad debts, or the amount of provision for doubtful debts, in the and in the Company inadequate to any substantial extent, or that would render the value attributed to the current assets in the financial statements of the and of the Company misleading, or (iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the and of the Company misleading or inappropriate, or (iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the and of the Company misleading. At the date of this report, there does not exist: (i) (ii) any charge on the assets of the or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or any contingent liability in respect of the or of the Company that has arisen since the end of the financial year. No contingent liability or other liability of any company in the has become enforceable, or is likely to become enforceable, within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the and of the Company to meet their obligations as and when they fall due. In the opinion of the Directors, except for those disclosed in the financial statements, the financial performance of the and of the Company for the financial year ended 31 December 2014 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report. Significant event during the financial year The significant event during the financial year is as disclosed in Note 43 to the financial statements. Event subsequent to the end of the financial year The event subsequent to the end of the financial year is disclosed in Note 45 to the financial statements. 11 IHH Healthcare Berhad (Company No V) (Incorporated in Malaysia) and its subsidiaries Statements of financial position as at 31 December 2014 Company Note RM 000 RM 000 RM 000 RM 000 Assets Property, plant and equipment 3 9,148,483 8,662,671 2, Prepaid lease payments 4 746, , Investment properties 5 2,028,438 1,922, Goodwill on consolidation 6 9,154,565 8,881, Intangible assets 6 2,537,802 2,628, Investment in subsidiaries ,141,113 16,142,113 Interests in associates 8 4,239 4, Interests in joint ventures 9 179, , Other financial assets , , Other receivables 13 48,235 36, Derivative assets 25 28,213 15, Deferred tax assets 11 68,327 77, Total non-current assets 24,899,573 23,860,232 16,143,207 16,143,039 Inventories , , Trade and other receivables 13 1,027,535 1,002,152 2,374 2,376 Amounts due from subsidiaries ,132 12,560 Tax recoverable 59,005 62, Other financial assets 10 13,581 38, Derivative assets 25 1, Cash and cash equivalents 17 2,467,827 2,144, , ,642 Total current assets 3,740,733 3,401, , ,578 Total assets 28,640,306 27,261,279 16,953,789 16,993,617 12 Statements of financial position as at 31 December 2014 (continued) Company Note RM 000 RM 000 RM 000 RM 000 Equity Share capital 18 8,178,570 8,134,974 8,178,570 8,134,974 Share premium 19 8,059,158 7,992,299 8,059,158 7,992,299 Other reserves , ,729 32,661 32,763 Retained earnings 2,250,132 1,682, , ,647 Total equity attributable to owners of the Company 19,451,745 18,075,145 16,944,083 16,977,683 Non-controlling interests 1,861,651 1,847, Total equity 21,313,396 19,922,947 16,944,083 16,977,683 Liabilities Loans and borrowings 20 3,592,776 4,170, Employee benefits 21 23,312 23, Trade and other payables , , Deferred tax liabilities , , Derivative liabilities 25 6,536 3, Total non-current liabilities 4,969,170 5,495, Loans and borrowings , , Trade and other payables 24 1,390,641 1,331,175 6,854 11,930 Derivative liabilities , Amounts due to subsidiaries ,526 1,518 Employee benefits 21 43,492 38, Tax payable 246, , ,737 Total current liabilities 2,357,740 1,843,154 9,525 15,700 Total liabilities 7,326,910 7,338,332 9,706 15,934 Total equity and liabilities 28,640,306 27,261,279 16,953,789 16,993,617 The notes on pages 22 to 144 are an integral part of these financial statements. 13 IHH Healthcare Berhad (Company No V) (Incorporated in Malaysia) and its subsidiaries Statements of profit or loss and other comprehensive income for the year ended 31 December 2014 Company Note RM 000 RM 000 RM 000 RM 000 Revenue 26 7,344,019 6,756,451 38, ,732 Other operating income 266, , ,658 Inventories and consumables (1,224,245) (1,126,187) - - Purchases and contracted services (669,097) (723,180) - - Development cost of properties sold - (2,409) - - Staff costs 27 (2,822,131) (2,541,143) (21,057) (21,031) Depreciation and impairment losses of property, plant and equipment 3 (540,553) (531,512) (431) (176) Amortisation and impairment losses of intangible assets 6 (66,927) (69,346) - - Operating lease expenses (198,895) (173,795) (1,542) (1,067) Other operating expenses (753,332) (670,848) (13,656) (15,371) Finance income 28 65,623 59,118 23,738 19,369 Finance costs 28 (189,806) (328,713) (11) (6) Share of profits/(losses) of associates (net of tax) 1,702 (1,793) - - Share of profits of joint ventures (net of tax) 8,149 3, Profit before tax 29 1,221, ,562 25, ,108 Income tax expense 32 (277,892) (147,703) (5,826) (5,503) Profit for the year 943, ,859 19, ,605 Other comprehensive income, net of tax Items that may be reclassified subsequently to profit or loss Foreign currency translation differences from foreign operations 409,569 (154,425) 79 (422) Hedge of net investments in foreign operations 103, , Net change in fair value of available-forsale financial assets 132,546 38, Cash flow hedge (2,541) ,610 50, (422) Other comprehensive income, net of tax Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit liability (5,927) (5,963) - - Revaluation of property, plant and equipment upon reclassification to investment properties 35, ,739 (5,758) - - Total comprehensive income for the year 1,615, ,509 19, ,183 14 Statements of profit or loss and other comprehensive income for the year ended 31 December 2014 (continued) Company Note RM 000 RM 000 RM 000 RM 000 Profit attributable to: Owners of the Company 754, ,159 19, ,605 Non-controlling interests 188, , Profit for the year 943, ,859 19, ,605 Total comprehensive income attributable to: Owners of the Company 1,436, ,054 19, ,183 Non-controlling interests 179,098 (38,545) - - Total comprehensive income for the year 1,615, ,509 19, ,183 Earnings per ordinary share (sen): Basic Diluted The notes on pages 22 to 144 are an integral part of these financial statements. IHH Healthcare Berhad (Company No V) (Incorporated in Malaysia) and its subsidiaries Statements of changes in equity for the year ended 31 December / Attributable to owners of the Company / / Non-distributable / Distributable Foreign Share capital Share premium Share option reserve Fair value reserve Revaluation reserve Hedge reserve Capital reserve Legal reserve currency translation reserve Retained earnings Total Noncontrolling interests Total equity Note RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 At 1 January ,055,445 7,890,224 32, ,859-15,867 (247,463) ,075 1,062,330 17,131,000 2,044,763 19,175,763 Foreign currency translation differences from foreign operations ,100-91,100 (245,525) (154,425) Hedge of net investments in foreign operations ,314-59, , ,822 Net change in fair value of available-for-sale financial assets , ,223-38,223 Cash flow hedge Remeasurement of defined benefit liability (3,229) (3,229) (2,734) (5,963) Revaluation of property, plant and equipment upon reclassification to investment properties Total other comprehensive income for the year , ,414 (3,229) 185,895 (141,245) 44,650 Profit for the year , , , ,859 Total comprehensive income for the year , , , ,054 (38,545) 778,509 Contributions by and distributions to owners of the Company - Share options exercised 18 72,250 86, , ,950 - Cancellation of share options - - (50) Share-based payment , ,189-23,189 72,250 86,700 23, , ,139 Transfer to share capital and share premium on share options exercised 18 7,279 15,375 (22,654) Disposal of subsidiaries (111) - 59 (8,094) (8,035) Changes in ownership interests in subsidiaries (55,113) (55,107) (33,501) (88,608) Transfer per statutory requirements ,167 - (8,167) Dividends paid to non-controlling interests (116,8
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