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MICRO-MECHANICS(Holdings) Ltd.
Micro-Mechanics (Holdings) Ltd.No. 31 Kaki Bukit Place
Eunos Techpark
Singapore 416209
T +65 6746 8800
F +65 6746 7700
www.micro-mechanics.com
Annual Report FY2011
An
nu
al R
ep
ort F
Y2
011 M
icro
-Mechanic
s (H
old
ing
s) L
td.
00_mm_cv.indd 100_mm_cv.indd 1 9/29/2011 8:10:03 PM9/29/2011 8:10:03 PM
Corporate Profile
Micro-Mechanics designs, manufactures and markets high precision tools, parts and assemblies for the
semiconductor, medical, aerospace and other high technology industries.
Beginning in 1983 with a small factory in Singapore, the Group has grown steadily over the years
to become a publicly-listed corporation with a global presence. Today, it has six manufacturing
facilities located in Singapore, Malaysia, China, Thailand, the Philippines and the USA and direct
sales presence in Switzerland, Taiwan and Indonesia. The Group’s strategy is to relentlessly pursue
product and operational improvements while providing its customers worldwide with fast,
effective and local support.
For its core semiconductor tooling business, the Group designs, manufactures and sells a
market-leading range of precision tools, parts and consumable products that are critical in
the chip assembly and testing process.
The Group has also established a Custom Machining & Assembly business that
manufactures precision parts and assemblies for tier-one equipment makers from the
aerospace, medical, instrumentation and semiconductor-wafer fabrication industries.
Since listing on the Main Board of the Singapore Exchange in June 2003, Micro-
Mechanics has received numerous awards in recognition of the Group’s corporate
governance, transparency and disclosure practices.
Chairman’s Statement 01Executive Management Report 02Financial Highlights 05
Board of Directors and Executive Offi cers 07Corporate Information 10Corporate Governance 11
Financial Report 21Shareholders’ Statistics 58
Notice of Fifteenth Annual General Meeting 60Notice of Books Closure and Dividends Payment Date 62
Proxy Form Corporate Directory
Contents
Corporate Directory
SUBSIDIARIES
SINGAPOREMICRO-MECHANICS PTE LTDNo. 31 Kaki Bukit PlaceEunos TechparkSingapore 416209Tel: 65-6746-8800Fax: [email protected]
MALAYSIAMICRO-MECHANICS TECHNOLOGY SDN. BHD.Lot P22, Phase 4Free Industrial ZoneBayan Lepas, 11900Penang, MalaysiaTel: 604-643-4648Fax: [email protected]
THAILANDMICRO-MECHANICS (THAILAND) LIMITED9/50 Moo 5Phaholyothin RoadTambol Klong NuengAmphur Klong LuangPathumthaniProvince 12120ThailandTel: 662-902-2620Fax: [email protected]
PHILIPPINESMICRO-MECHANICS TECHNOLOGYINTERNATIONAL INC.Lot B2-1 C Carmelray Industrial Park IIBrgy Tulo, Calamba City, LagunaPhilippinesTel: 63-49-545-7718Fax: [email protected]
CHINAMICRO-MECHANICS TECHNOLOGY (SUZHOU) CO., LTD8A Suchun Industrial SquareNo. 428 Xing long StreetSuzhou Industrial ParkP.R. China 215126Tel: 86-51 2-871 6-8800Fax: 86-51 2-871 [email protected]
USAMICRO-MECHANICS, INC.465 Woodview DriveMorgan Hill, California 95037Tel: 408-779-2927Fax: [email protected]
TAIWANMICRO-MECHANICS TAIWANRepresentative Office13F-8, No. 295, Sec 2Kuan-Fu Road, Hsin Chu 300Taiwan, R.O.CTel: 886-03-572-4835Fax: [email protected]
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 1
Dear Shareholders,Our financial year ended 30 June 2011 (“FY2011”) was again marked by swift changes and volatility in the macro environment. Doing business grew and will continue to grow more complex. The more complex things are, the more important it is for companies to steadily focus on the fundamentals. This is what we, at Micro-Mechanics have always done and intend to continue doing.
One fundamental is good corporate governance built on a corporate culture of integrity. We continue to believe that good governance is not a luxury but translates over time to a competitive advantage for the Group and is necessary for preserving and building value for our Shareholders, particularly in a swiftly changing and increasingly complex world.
Corporate governance initiatives start at the top with the Board of Directors and Group executives. However, the underpinnings of accuracy, completeness and transparency – the “right way” of doing things – depend on every person in the Group. During FY2011, we received several awards recognising the Group for its efforts to promote good corporate governance and transparency.
In September 2010, Micro-Mechanics received the award for “Most Transparent Company – Main Board Small Caps (Runner Up)” by the Securities Investors Association Singapore. This award is conferred to companies that go beyond the mandatory regulatory requirements in their quality of disclosure, corporate transparency and fairness in disclosure.
In January 2011, the Group was voted “Best for Shareholders’ Rights and Equitable Treatment in Singapore” for the second year running in Asiamoney’s annual Corporate Governance Poll in recognition of our shareholder-friendly practices. Past winners of this award have mainly been large blue-chip companies on the Singapore Exchange.
Recently, in July 2011, Micro-Mechanics received the “Best Investor Relations Award – Silver” (in the “less than $300 million market capitalisation” category) at the Singapore Corporate Awards 2011. We got a Bronze award for this category last year and it is encouraging that the progress we have made has been acknowledged by a Silver award this year. In July 2011, Micro-Mechanics was also ranked 20th out of 657 companies listed on the Singapore Exchange in the Governance and Transparency Index which is jointly conducted by the NUS Business School’s Centre for Governance, Institutions and Organisations and Business Times, Singapore’s daily financial newspaper.
We are pleased that our efforts continue to be recognised, and will continue to raise the bar and improve our internal processes to attain the highest standards of corporate transparency and governance.
At Micro-Mechanics, we are fond of saying that “People make everything happen”. This belief is central to the way we operate, and our policies, compensation and everyday practices are designed to recognise the indispensable role that our people play in our success. For FY2011, we distributed S$1.5 million to our people at all levels under the Group’s Performance Bonus Incentive Plan.
Since our listing in June 2003, we have had a consistent practice of rewarding shareholders for their support of Micro-Mechanics. Subject to approval at the upcoming Annual General Meeting on 28 October 2011, we plan to distribute a final dividend of 2.0 cents per share. This will bring the total dividend payment for FY2011 to 3.0 cents per share, the same as FY2010. Including this final dividend for FY2011, we would have distributed 25.9 cents to our shareholders since 2003. Based on dividends alone, this translates into a return of approximately 140% for our shareholders who bought Micro-Mechanics shares at our Initial Public Offer.
Since going public, our Group has worked to build a board where directors can openly exchange different ideas and views with a common goal of making good decisions. I would like to thank our executive directors, Chris Borch, Low Ming Wah and Chow Kam Wing, as well as our independent directors, Ng Beng Tiong and Girija Pande, for their collective wisdom, sound judgement and practical advice.
On behalf of the board, I would also like to thank our customers, business partners and suppliers for their continued support of Micro-Mechanics. We look forward to continue working together to build value for all our stakeholders.
Sumitri MenonIndependent Non-Executive Chairman
Chairman’s Statement
SAR1108009_Micro_Mechanics ().indb 1 9/29/2011 8:02:11 PM
Executive Management Report
2 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
To all our stakeholders,
The Group achieved a record revenue of S$45.3 million in
FY2011, a 10.6% gain from S$41.0 million a year ago, driven
mainly by increased sales of our semiconductor tooling
business. While our gross profit margin in FY2011 eased to
45.9%, the Group’s bottom line benefited from our close watch
on administrative, distribution and other operating expenses.
These overhead costs, after including other income, fell 4.8%
to S$12.2 million in FY2011. As a result, Group net profit
outpaced revenue growth to reach S$6.8 million, 43% higher
than S$4.8 million in our last financial year.
With no bank borrowings to service, we generated S$8.7
million in cash from operating activities. After investing S$6.7
million in new plant and equipment, including a new and
larger factory in China, and returning S$4.2 million to our
shareholders in dividends, the Group ended FY2011 with S$7.5
million in cash and no borrowings.
Slow economic growth particularly in the USA and Europe,
inflation concerns in Asia, and continued unrest in various
parts of the world may impact our industry adversely in the
near future. However, we have a clear idea of what we need
to do for the Group to remain successful over the long term.
Doing More with the Same
While we have always been careful in our spending, hiring and
investing decisions, we need to do even better. At the end of
FY2011, we employed about 600 people in six factories around
the world. For FY2012, we intend to control our headcount
and focus on fuelling growth by investing in equipment and
information technology that will speed processing and simplify
difficult or tedious tasks. During FY2011, we invested almost
a million dollars in hardware and software, which has brought
our cumulative capital spending on information technology to
about S$3 million during the last three years.
We have also begun developing a faster and more flexible
process to adjust our manufacturing equipment as we move
from making one part to the next. Although this new approach
requires the investment of several million dollars over the next
few years, we believe the result will be a more productive and
responsive manufacturing system. With the economic outlook
increasingly uncertain and forecasters calling for a year of
modest growth at best, we think FY2012 will be a good time to
focus our capital expenditure on systems and equipment that
improve efficiency and better utilise our existing equipment.
Besides the S$3 million investment in our plant in the USA that
was approved earlier, we plan to invest around S$6 million in
plant and equipment which is about the same as FY2011.
Perfect Parts 24 by 7
One of our most exciting initiatives is our plan to establish a
fully-automated system for machining complex parts at our
Custom Machining & Assembly (“CMA”) factory in the USA. We
began installing the new manufacturing line in July 2011 and
expect to complete our first part, a complex laser component,
in September 2011. At about S$3 million, this new line is
the single biggest investment in our Group’s history. Being
relatively large and complex, this project will require some
time to be fully implemented. But our goal is simple and clear:
To manufacture “perfect parts” for our customers and to do
so around the clock.
2 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
SAR1108009_Micro_Mechanics ().indb 2 9/29/2011 8:02:12 PM
Executive Management Report
Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 3
While being cost competitive will always be important, we
also see the competitive balance shifting over coming years
in favour of suppliers that not only can manufacture complex
parts quickly, but also easily adjust their production levels
up or down without affecting headcount. Together with the
financial strength and transparency that Micro-Mechanics
represents as a publicly-listed corporation, we are working
to build a compelling offering to our customers in the high-
technology equipment, medical and aerospace industries.
The Right Things, The Right Way
One of the biggest challenges in running a company is to
make sure we are doing not only the “right things”, but also
doing them the “right way”. For instance, we believe that
semiconductor manufacturing will concentrate in China over
the long term. This is a welcome trend for our operation in
Suzhou, China, and during FY2011, we completed the outfitting
of a larger building there to allow for smooth expansion during
the next several years. Although China’s strong growth may
affect growth opportunities for the Group’s plants elsewhere
in Asia, we believe these plants still have an important role to
play in the semiconductor industry. Our aim is to constantly
adapt to the changing landscape and ultimately not get caught
doing things that are no longer right for the time and market.
These adjustments are sometimes painful. After carefully
reviewing the semiconductor industry in Europe, which has
suffered during the last several years from high costs and
outsourcing to Asia, we made the decision to close the Group’s
subsidiary in Switzerland at the end of FY2010.
Three years ago, we started our CMA factory in the USA to
grow the Group’s business beyond our core semiconductor
tooling business which is focused primarily on Asia. We also
wanted to accelerate the growth of our engineering and
manufacturing knowhow and capabilities by tapping into the
deep knowledge base of California’s Silicon Valley. Although
we may have underestimated the time, energy and cost
required to develop our USA operations and were set back
by the “Great Recession” that followed shortly after, we have
achieved three key objectives:
• Diversification. We are now a supplier
of complex machined components to equipment
manufacturers in four new industries – laser, medical,
aerospace and semiconductor-wafer fabrication. In US
dollar terms, CMA sales at our plant in the USA increased
43% to US$6.5 million in FY2011, from US$4.5 million a
year ago.
• Knowhow. We have added significantly and swiftly to
our base of knowhow and capabilities. Our people at
our CMA operations in the USA have brought skills,
experience and knowhow which are new to the Group
and not readily available in Asia. To maximize the
value of this knowhow, we are working to transfer
appropriate elements to our plants in Asia with the goal
of building CMA capability in both the USA and Asia.
• On a More Stable Footing and Ready for Big Possibilities.
After a few difficult years, our CMA business is now
on a more stable footing. Although the CMA division
incurred a loss (before depreciation) of US$130,000
during FY2011, its GP margin has improved significantly
to 11.3% from minus 0.4% a year ago. While these
results are still short of our expectations, we are in
a better position to focus on further upgrading and
improving our manufacturing capability.
SAR1108009_Micro_Mechanics ().indb 3 9/29/2011 8:02:12 PM
Executive Management Report
4 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Healthy Financial Position
A strong balance sheet is key to executing our long-term
initiatives. Hence, we intend to maintain a steady hand
on our finances and a prudent approach to spending.
At the end of FY2011, the Group had S$7.5 million in
cash and no bank borrowings. Together with a close
watch on receivables, lean inventory practices
and a philosophy of paying suppliers promptly,
we remain in a strong financial position and
ready to work towards another year of steady, sustainable and
profitable growth.
Christopher Reid Borch
Chief Executive Officer
Low Ming Wah
Chief Operating Officer
Chow Kam Wing
Chief Financial Officer
SAR1108009_Micro_Mechanics ().indb 4 9/29/2011 8:02:13 PM
Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 5
Financial Highlights
INCOME STATEMENT SUMMARYFinancial year-end 30 June
(S$ million) FY2007 FY2008 FY2009 FY2010 FY2011
Revenue 34.7 38.2 33.1 41.0 45.3
Gross Profit 20.1 22.2 12.9 19.5 20.8
Profit Before Taxation 10.2 11.0 1.6 6.7 8.6
Net Profit 8.3 8.9 0.5 4.8 6.8
EPS (cents)* 6.0 6.4 0.4 3.4 4.9
*based on total issued shares of 138,804,881
BALANCE SHEET SUMMARY
(S$ million) As at 30 June 2010 As at 30 June 2011
Total Non-Current Assets 22.5 24.7
Total Current Assets 20.6 19.0
Total Non-Current Liabilities 1.4 1.5
Total Current Liabilities 6.3 5.4
Shareholders’ Equity 35.4 36.8
Cash and cash equivalents 10.0 7.5
Trade and other receivables 8.5 9.4
Trade and other payables 5.0 4.5
Short and long-term debt 0.0 0.0
NAV per share (cents) 25.50 26.50
SAR1108009_Micro_Mechanics ().indb 5 9/29/2011 8:02:14 PM
Financial Highlights
6 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Group Revenue (S$M)
Group Gross Profit Margin (%)
Revenue Breakdown
By Product (S$M)
Group Net Profit (S$M)
Revenue Breakdown
By Geographical Market (FY2011)
Dividend History (S cents)
FY03
0.8*0.8*1.2*1.2*
2.4*2.4*
3.53.5
5.05.0
FY04
FY05
FY06
FY07
5.05.0
2.02.0
3.03.0
FY08
FY09
FY10
3.03.0FY
11
Interim dividend
Final dividend
Special dividend
58.1 58.2
38.8
47.5 45.9
FY07
FY08
FY09
FY10
FY11
8.38.9
0.5
4.8
6.8
FY07
FY08
FY09
FY10
FY11
4%Europe
4%Japan 8%
Taiwan
5%Rest of world
4%Singapore
20%Malaysia
7%Philippines
8%Thailand
17%China
23%USA
32.9 8.1
37.0
Sem
icon
duct
or T
oolin
g
CM
A
8.3
FY10
FY11
FY10
FY11
1Q 2Q 3Q 4Q
9.2
8.9
2.62.2
2.1
2.0
2.0
2.1
1.8
1.6
9.0
9.5
9.6
8.0
8.0
7.7
34.738.2
33.1
41.0
45.3
8.99.8
9.2
9.7
9.5
7.0
11.8
11.1
11.1
11.4
11.7
10.1
9.8
9.3
5.4
9.0
11.7
8.1
8.8
8.9
FY07
FY08
FY09
FY10
FY11
1Q 2Q 3Q 4Q
*adjusted for 1-for-4 bonus share issue in 2005
03_mm_Financial Highlights.indd 6 9/29/2011 8:19:42 PM
Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 7
Board of Directors
1
2 3
4
6
5
7
1. Sumitri Mirnalini Menon @ RabiaIndependent Non-Executive Chairman
Ms. Menon is an advocate and solicitor and has been practicing as a lawyer since 1982. She is currently with Menon and Co and was previously a partner with Jansen Menon and Lee. Ms. Menon graduated from the National University of Singapore with a Bachelor of Laws (Honours). She is a Commissioner For Oaths and a Notary Public and member of the Singapore Institute of Directors.
2. Christopher Reid BorchFounder & Chief Executive Officer
Mr. Borch has over 30 years of engineering, manufacturing and management experience in the semiconductor industry, including 17 years living and working in Asia. Prior to founding Micro-Mechanics in 1983, Mr. Borch held positions with several leading makers of automatic assembly equipment including Kulicke & Soffa, Inc. Mr. Borch earned his undergraduate degree from Furman University and an MBA from The Wharton School at the University of Pennsylvania. A life-long competitive runner, Mr. Borch is a director of the United States Track and Field Federation Foundation, a unit of the national governing body for athletics in the U.S.
3. Low Ming WahPresident & Chief Operating Officer
Mr. Low joined Micro-Mechanics in 1989 as the company’s first engineer. During his career at Micro-Mechanics, Mr. Low has held key engineering, manufacturing and management positions. Prior to joining Micro-Mechanics, Mr. Low held engineering and design positions with General Electric and Siemens. Mr. Low received his Diploma in Mechanical Engineering from Singapore Polytechnic and an MBA from the University of Hull, UK. He has over 25 years of experience in the semiconductor industry. Currently, Mr. Low is Council Member and also the elected Deputy Chairman of the Singapore Precision Engineering & Tooling Association (SPETA). He is member of Singapore Institute of Directors.
4. Chow Kam WingExecutive Vice President & Chief Financial Officer
Mr. Chow joined Micro-Mechanics in 1996 and played the key role for the Company’s IPO on SGX in 2003. He also holds the appointment of Company Secretary for the Group. Prior to joining Micro-Mechanics, Mr. Chow has more than 15 years working experience in auditing and accounting in Hong Kong. In February 2008, Mr. Chow was recognized as CFO of the year (Sesdaq) at the Singapore Corporate Awards. Mr. Chow is currently a committee member of the CFO Committee of Institute of Certified Public Accountants of Singapore and member of Singapore Institute of Directors. He is a non-practicing Certified Public Accountant registered in Singapore, Australia and Hong Kong. Mr. Chow received his BA (Accounting) from the University of Southern Queensland, Australia and an MBA from the University of Wales in the United Kingdom.
SAR1108009_Micro_Mechanics ().indb 7 9/29/2011 8:02:16 PM
Board of Directors
8 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
5. Karl ZurfluhNon-Executive Director
Mr. Zurfluh joined Micro-Mechanics in 1998 as a member of the board of directors. He established the Group’s sales and distribution subsidiary in Switzerland in 2002 and was responsible for overseeing the sales operations in Europe. With the closure of the Switzerland subsidiary, Mr. Zurfluh stepped down from his executive positions on 1 October 2010 and remains as Non-Executive Director of Micro-Mechanics. He was previously the Managing Director of Mandatec AG, a precision subcontracting firm located in Switzerland and Executive Vice President of the ESEC Group, a leading Swiss manufacturer of semiconductor assembly equipment. He has over 35 years of experience in the semiconductor industry.
6. Ng Beng TiongIndependent Director
Mr. Ng is the CEO, Private Funds cum Director, Corporate Office of ARA Asset Management Limited, a publicly listed real estate fund management company. Prior to his current job, he was Finance Director of Low Keng Huat (Singapore) Ltd, a publicly listed construction, property and hotel group from 2003 to 2007 and director of Stone Forest M&A Pte. Ltd. from 2002 to 2003. From 1997 to 2002, he was director for corporate planning and business development of Labroy Marine Limited, a publicly listed marine engineering and shipping group which has since been privatized. Between 1989 and 1997, he was with DBS Bank and held various positions in its corporate banking and corporate finance departments. Mr. Ng holds a Master of Engineering (Software Engineering) (First Class Honours) from Imperial College, London. He is also a Chartered Financial Analyst.
7. Girija PandeIndependent Director
Mr. Pande is the Chairman of Tata Consultancy Services Ltd., Asia Pacific, overseeing its business in 13 Asia Pacific countries including Greater China, Japan, ASEAN and Australia/New Zealand. Mr. Pande serves as the Economic Advisor to the Mayor of Guangzhou and a steering committee member of Singapore Government’s (IE) – Network India Group, as well as the Chairman of the India Business Forum. He was recently nominated as a Trustee on the Board of SINDA. Mr. Pande also sits on the Advisory Board of Singapore Management
University and a Charter Member of TiE, Singapore. He was also a Council member for the Infocomm Manpower Council. Mr. Pande was recently awarded the “Leading CEO Award” by the Singapore Human Resource Institute (SHRI). Mr Pande previously held senior management positions at ANZ Grindlays Banking Group for over two decades. He has been on many high level policy planning committees in India, including the Reserve Bank of India, Indian Institute of Banking and the Executive Management Committees of All India Chambers of Commerce. He holds a Bachelor of Engineering (Honours) from the Birla Institute of Technology and MBA from the Indian Institute of Management, Ahmedabad.
Executive Officers
SINGAPOREMicro-Mechanics Pte LtdMr. Abdul Samad bin Ahmad (General Manager)
MALAYSIAMicro-Mechanics Technology Sdn. Bhd. Mr. Tan Beng Lim (General Manager)
PEOPLE’S REPUBLIC OF CHINA Micro-Mechanics Technology (Suzhou) Co. Ltd. Mr. Tan Teck Hoe (General Manager)
THAILAND Micro-Mechanics (Thailand) Limited Ms. Teerasak Phuacklay (Factory Manager)
THE PHILIPPINESMicro-Mechanics Technology International, Inc. Mr. Richie Manuel (Factory Manager)
THE UNITED STATES Micro-Mechanic, Inc.Mr. Christopher R. Borch (Acting General Manager)
SAR1108009_Micro_Mechanics ().indb 8 9/29/2011 8:02:19 PM
Corporation Information 10Corporate Governance 11Directors’ Report 21Statement by Directors 24Independent Auditors’ Report 25Statement of Financial Position 26Consolidated Statement of Comprehensive Income 27Consolidated Statement of Changes in Equity 28Consolidated Statement of Cash Flows 29Notes to the Financial Statements 30
Contents
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10 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Corporate Information
Board of Directors
Sumitri Mirnalini Menon @ Rabia(Independent Non-Executive Chairman)
(re-appointed on 30 October 2009)
Christopher Reid Borch(Executive Director)
(re-appointed on 31 October 2008)
Low Ming Wah(Executive Director)
(re-appointed on 26 October 2010)
Chow Kam Wing(Executive Director)
(re-appointed on 30 October 2009)
Karl Zurfluh(Non-Executive Director)
(re-appointed on 31 October 2008)
Ng Beng Tiong(Independent Director)
(re-appointed on 26 October 2010)
Girija Prasad Pande(Independent Director)
(re-appointed on 30 October 2009)
Audit Committee
Ng Beng Tiong
(Chairman)
Sumitri Mirnalini Menon @ Rabia
Girija Prasad Pande
Nominating Committee
Sumitri Mirnalini Menon @ Rabia
(Chairman)
Ng Beng Tiong
Girija Prasad Pande
Remuneration Committee
Girija Prasad Pande
(Chairman)
Ng Beng Tiong
Sumitri Mirnalini Menon @ Rabia
Company Secretary
Chow Kam Wing
Certified Public Accountant (Singapore)
Registered Office
Company No: 199604632W
31 Kaki Bukit Place
Eunos Techpark
Singapore 416209
Tel: 65-6746-8800
Fax: 65-6746-7700
Share Registrar &Share Transfer Office
M & C Services Private Limited
138 Robinson Road
#17-00 The Corporate Office
Singapore 068906
Auditors
KPMG LLP, Certified Public Accountant
16 Raffles Quay
#22-00 Hong Leong Building
Singapore 048581
Partner-in-charge: Lau Kam Yuen
(appointed since 30 June 2011)
Principal Banker
DBS Bank Ltd
6 Shenton Way
DBS Building Tower One
Singapore 068809
Solicitor
Allen & Overy LLP
50 Collyer Quay
#09-01 OUE Bayfront
Singapore 049321
Partner: Kenny Kwan
Investor Relations Consultant
Octant Consulting
7500A Beach Road
#04-332 The Plaza
Singapore 199591
Tel: 65-6296-3583
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 11
Corporate Governance
The Board of Directors and Management of Micro-Mechanics (Holdings) Ltd. are committed to a high standard of corporate
governance and transparency and to the protection of shareholders’ interests. The Company’s corporate governance policies
and processes are in line with the revised Code of Corporate Governance (the “Code”) released by the Council on Corporate
Disclosure and Governance in July 2005.
This report describes the Company’s corporate governance policies and processes for the financial year ended 30 June 2011
with specific reference to the Code.
HIGHLIGHTS: The Board has:
– approved to outsource the internal audit function
– resolved on voting by poll at the up-coming AGM
BOARD MATTERS
The Board’s Conduct on Affairs
Board, Composition and Guidance
The Board comprises seven Directors three of whom are Independent and Non-Executive Directors and four are Executive
Directors. The particulars of the Directors are set out on pages 7 and 8. The Directors are not related to one another. With effect
from 1 October 2010, Mr. Karl Zurfluh, one of our Executive Directors, became a Non-Executive Director after his resignation
from executive positions.
The Board believes that its primary role is to protect and enhance long-term shareholder value. To this end, it sets the overall
strategy for the Company and its subsidiaries (collectively, the “Group”) and oversees management. To fulfill this objective also,
the Board takes responsibility for implementing and maintaining sound corporate governance practices for the Group. The Board
provides leadership, sets strategic direction, establishes risk policies and procedures and requires goals from management as
well as monitors the achievement of those goals.
To assist in the execution of its responsibilities, the Board has established the following committees, namely an Audit Committee,
a Nominating Committee and a Remuneration Committee. These committees are chaired by Independent and Non-Executive
Directors and function within clearly defined terms of reference and operating procedures. The Board and the Committees meet
regularly and, if necessary, on an ad hoc basis. To facilitate the ease, frequency and speed of Board meetings, the Company’s
Articles of Association allow Board members to attend meetings via any electronic or telegraphic methods of simultaneous
communication including via tele-conference.
The Board regularly reviews all matters within its purview including but not limited to business strategies, development plans
and the performance of the Group. Reviews are also made of the annual budget, announcements of financial results, annual
reports, performance bonus incentives and any acquisition or disposal of material assets.
There are comprehensive internal guidelines on matters that require the Board’s approval, such as changes in the Company’s
constitution and structure, material capital commitments, commencing and defending litigation etc. These guidelines were
approved by the Board.
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Corporate Governance
12 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Continuing Education
The Board recognizes the importance of appropriate orientation training and continuing education for its Directors. Newly
appointed Directors are fully briefed as to the business activities of the Group and its strategic directions. Newly-appointed
directors receive a formal letter explaining their statutory duties and responsibilities as a director.
The Directors are also updated in a timely manner on regulatory changes which have a bearing on the Company and the Directors’
obligations towards the Company.
With effect from 1 July 2010, all directors are encouraged to obtain at least 8 hours continuing education each financial year by
way of seminars, courses and other programs relating to the discharge of their duties as directors. As at the end of the financial
year, with the exception of Mr Zurfluh, all our directors attained this target.
Attendances and number of meetings
The following table shows the number of meetings held and Directors’ attendances during the financial year under review:
Board
Audit
Committee
Remuneration
Committee
Nominating
Committee AGM
Number of meetings held 4 6 3 2 1
Directors: Number of Meetings Attended
Christopher Reid Borch 4 1* 3* 2* 1
Low Ming Wah 4 6* 1* NA 1
Chow Kam Wing 4 3* 3** 2** 1
3**
Karl Zurfluh 4 NA NA NA 1
Ng Beng Tiong 4 6 3 2 1
Sumitri Mirnalini Menon @ Rabia 4 6 3 2 1
Girija Prasad Pande 4 5 3 2 0
NA – not applicable as the director is not a member of the Committee
* – attendance by invitation of the Committee
** – attendance as Secretary of the Committee
Chairman and Chief Executive Officer
On 28 August 2010, the Nominating Committee recommended the appointment of Ms Sumitri Mirnalini Menon @ Rabia as a
Non-Executive Chairman of the Board to the Board of Directors. The Board of Directors unanimously approved her appointment.
Ms Menon has served our Board as an Independent Director since May 2003.
With this appointment, Mr. Borch ceased to be Chairman of the Board. The separation of the roles of Chairman and the Chief
Executive Director is part of the Group’s continuing efforts to enhance the standards of its corporate governance.
The major responsibilities of our Non-Executive Chairman are:
– to ensure that Board meetings are held when necessary to enable the Board to perform its duties and facilitate the
Company’s operations;
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 13
Corporate Governance
– to set Board meeting agendas in consultation with the Company Secretary and the Executive Directors;
– to review all Board papers;
– to provide adequate, timely and relevant materials and Board papers to the Board members to help to ensure the quality,
quantity and timeliness of the flow of information between management and the Board; and
– to assist in ensuring compliance with the Company’s guidelines on corporate governance.
As the Chief Executive Officer, Mr. Borch has overall responsibility for the management and daily operation of the Group and is
supported by the Executive Directors and executive officers. The separation of roles enables Mr. Borch to focus on his executive
duties including the Group’s strategic planning and operations.
Mr. Borch and the Executive Directors and executive officers are not related to one another.
Board Membership and Performance
The Nominating Committee (“NC”) has three members, all of whom are Independent and Non-Executive Directors. The members
are:
Chairman : Sumitri Mirnalini Menon @ Rabia
Member : Ng Beng Tiong
Member : Girija Pande
The NC makes recommendations to the Board on all board appointments and re-appointments. The NC aids the Board in obtaining
an appropriate mix of relevant knowledge and experience among Board appointees.
The NC’s process for identifying and selecting candidates for the Board (whether in the event of a vacancy or to add to the
Board) has been and continues as follows. The Board sets a selection criteria based on the desired complementary skill set i.e.
managerial, technical, financial, legal etc expertise and experience in a similar or related industry. The NC shall have recourse to
both internal sources as well as external sources to draw up a list of potential candidates. Internal sources include the Company’s
own Directors and Management. External sources include the Company’s Auditors, its Secretarial Services Providers, its Human
Resource Consultants, the Singapore Institute of Directors, the Register of Women Directors etc. Interviews shall be conducted
by the NC and short-listed candidates are recommended to the Board for consideration.
The NC is charged with carrying out an annual Board Appraisal. Briefly, the process followed is for each Board Member (executive
and non-executive) to complete an evaluation form within a stipulated period. The completed form is returned by each member
to the Chairman of the NC who compiles a consolidated report after discussion with the NC members. The NC’s report and any
recommendations are then tabled for discussion by the whole Board. The Board takes this evaluation process seriously. The
evaluation form and process have been designed to obtain constructive feedback and initiate dialogue among Board Members
with a view to enhancing shareholder value, the effectiveness of the Board as a whole and the discharge of each Member’s
duties. The evaluation tracks and reviews quantitative as well as qualitative indicators to measure the Board’s performance.
Objective quantitative indicators include standard ones such as the performance of the Company’s share price measured against
the STI and its peers, dividend rates and capital efficiency indicators such as ROI etc. Qualitative governance indicators regarded
cover the composition of the Board, its independence, processes, functioning, advisory and oversight functions, risk and crisis
management protocols, compliance record and protocols, the discharge of its duties towards shareholders and its corporate
social responsibilities and the sufficiency and effectiveness of its committees.
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Corporate Governance
14 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
The contribution of each Director to the effectiveness of the Board is tracked via their attendance at Board and Committee
meetings.
The NC’s written terms of reference, which describe its major responsibilities, are:
– to make recommendations to the Board on the re-nomination of retiring Directors standing for re-election at the Company’s
Annual General Meeting (“AGM”), having regard to the Directors’ contribution and performance;
– to determine annually whether or not a Director is independent;
– to determine whether a Director is able to and has been adequately carrying out his duties as a Director of the
Company;
– to ensure that disclosure of key information relating to Directors is in the Annual Reports as required by the Code of
Corporate Governance; and
– to decide how the Board’s performance may periodically be evaluated against objective criteria.
The NC also reviewed and was satisfied that any director who has multiple Board representations is able to and has been
adequately carrying out effectively the duties as a Director and ensured that internal guidelines adopted to address the competing
time commitments are relevant and being followed. All Directors are required to declare their other Board representations. On
1 May 2010, the Board resolved to limit each director to holding not more than 4 directorships in listed companies including the
Company. At the end of the financial year end, this criterion was met.
The independence, as defined by the Code, of each Director is reviewed annually by the NC. A formal assessment of such
independence was carried out to confirm the same in respect of each of the Company’s Independent Directors. A Declaration
of Independence, in a form required by the NC, was signed by each of the Independent Directors and reviewed by the NC. In
future the third-party internal auditor will carry out this assessment.
The Company’s Articles of Association require one-third of our Directors to retire and subject themselves to re-election by
shareholders at every AGM. At the forthcoming AGM, Mr. Christopher Borch and Mr. Karl Zurfluh will retire by rotation. Mr Borch
will be standing for re-election. After taking into account his contribution and performance the NC has recommended to the
Board that Mr Christopher Borch be re-nominated for re-appointment at the forthcoming AGM. Mr Zurfluh will not be standing
for re-election.
Each member of the NC abstains from voting on any resolutions and making any recommendation and/or participating in respect
of matters in which he or she is interested.
ACCESS TO INFORMATION
The Board and the Committees are furnished with complete, adequate and reliable Board papers and information in a timely
manner prior to any meeting so as to facilitate Directors in the proper and effective discharge of their duties. The Directors have
separate, unfettered and direct access to the management team, the company secretary, the internal auditor and the external
auditors at all times. Detailed Board papers are prepared for each meeting of the Board and are normally circulated one week in
advance of each meeting. The Board papers include sufficient information from Management on financial, business and corporate
issues to enable the Directors to properly consider those issues at Board meetings.
The company secretary attends and minutes all Board meetings. He assists with proper procedure and compliance with the
Companies Act, the Company’s Memorandum and Articles of Association and other applicable rules and regulations.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 15
Corporate Governance
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Level and Mix of Remuneration
The Remuneration Committee (“RC”) has three members, all of whom are Independent and Non-Executive Directors.
On 28 August 2010, the Nominating Committee recommended the appointment of Mr. Pande as Chairman of the Remuneration
Committee to the Board of Directors. The Board of Directors unanimously approved his appointment.
The members are:
Chairman : Girija Pande (appointed to be Chairman on 28 August 2010)
Member : Ng Beng Tiong
Member : Sumitri Mirnalini Menon @ Rabia
The RC’s written terms of reference which describe its major responsibilities, are:
– to make recommendations to the Board on the framework of remuneration, including but not limited to directors’ fees,
salaries, allowances, bonuses, options and benefits in kind for the Board and key executives and to determine specific
remuneration packages for each Executive Director;
– to review all benefits and long-term incentive schemes (including share schemes), whether Directors should be eligible
for benefits under long-term incentive schemes and compensation/remuneration packages for the Board and key
executives;
– to review service contracts of the Executive Directors; and
– to review remuneration packages of employees who are related to any Director or substantial shareholders.
The Company adopts a remuneration package for employees including Executive Directors, which is made up of a fixed and a
variable component. The fixed component is the basic salary and the variable component is the Performance Bonus Incentive
(“PBI”) scheme that is linked to the Group’s performance and the accomplishment of established targets such as profitability,
sales turnover, assets management, human resource management, delivery time etc. The total amount of PBI is capped at 15%
of the adjusted group net profit before taxation and PBI; these adjustments are in respect of non-recurring items not directly
linked to the performance of the employees such as revaluation gain or loss, impairment expense, etc. Details of the PBI scheme
can be found in the Company’s prospectus issued in relation to its initial public offering.
The Company also has a sales incentive scheme for its sales and marketing teams and facility heads structured on pre-defined
targets. In the financial year under review, the sales incentive payment was about 0.6% of group sales. Executive directors do
not participate in this scheme.
Service contracts with the CEO, COO and CFO who are also Executive Directors are for a fixed appointment period and the
notice period in each of the service contracts is three months. There are no onerous clauses or ‘golden handshake’ provisions in
connection with termination. These service contracts are subject to the review and approval of the Remuneration Committee.
An over-riding principle of our remuneration policy is that no Director is involved in deciding his own remuneration.
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Corporate Governance
16 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Disclosure of Remuneration
The breakdown of the level and mix of remuneration of each Director and the key executives in FY2011 is as follows:
Remuneration of Directors
Remuneration band & name of Director
Director’s
fee Salary Bonus
Allowances/
Benefits Total
S$250,000 to S$499,999
Christopher R. Borch 5% 63% 32% 0% 100%
Low Ming Wah 4% 61% 30% 5% 100%
Chow Kam Wing 4% 59% 32% 5% 100%
Below S$250,000
Ng Beng Tiong 100% – – – 100%
Sumitri Mirnalini Menon @ Rabia 100% – – – 100%
Girija Prasad Pande 100% – – – 100%
Karl Zurfluh 100% – – – 100%
The Independent and Non-Executive Directors receive directors’ fees in line with the level of contribution, time spent, efforts
and responsibilities of each Independent and Non-Executive Director. The calculation of director’s fees for Independent and
Non-Executive Directors is as follows:
– the base director’s fee + 10% for each Committee Chairperson;
– the base director’s fee + 20% for Audit Committee Chairperson;
– the base director’s fee + 50% for Board Chairperson.
The director’s fees are subject to shareholders’ approval at the Annual General Meeting.
Remuneration of executive officers
Remuneration band & name of executive officer
Director’s
fee Salary Bonus
Allowances/
Benefits Total
S$250,000 – S$499,999
Tan Teck Hoe – 44% 19% 37%# 100%
Below S$250,000
Teerasak Phuacklay – 52% 40% 8% 100%
Tan Beng Lim – 58% 26% 16% 100%
Abdul Samad bin Ahmad – 64% 21% 15% 100%
Richie Cajili Manuel – 77% 22% 1% 100%
# Mr. Tan Teck Hoe is Singaporean who is based in China. The percentages shown under Allowances and Benefits are inclusive of tax equalization compensation, overseas allowances, accommodations and transportation allowance.
With the exception of our CEO, Mr Borch, no employee of the Group is an immediate family member of the substantial
shareholders, a Director or the CEO in the financial year under review.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 17
Corporate Governance
ACCOUNTABILITY AND AUDIT
Accountability
The Board is accountable to the shareholders while the management is accountable to the Board. The Board is mindful of its
obligation to provide timely, reliable and fair disclosure of material information in compliance with the SGX-ST Listing Manual and
present the financial results quarterly, half yearly and yearly to the public. The management announced the quarterly and the half
yearly financial results within 30 days from the relevant financial period. The CEO and CFO certify all such financial results.
In presenting the financial results, the Board has sought to provide a balanced and reader friendly assessment of the Company’s
performance and position.
To help continually ensure the accountability of management to the Board, the management provides all members of the Board
with a useful and balanced summary of the Company’s performance and financial position such as Profit &Loss Accounts, Balance
Sheets and other management reports on a monthly basis.
Audit Committee
The Audit Committee (“AC”) comprises three members, all of whom are Independent and Non-Executive Directors.
Chairman : Ng Beng Tiong
Member : Sumitri Mirnalini Menon @ Rabia
Member : Girija Pande
All the members have had many years of experience in senior positions in financial, legal and/or commercial sectors. They have
sufficient financial expertise and experience to discharge the AC’s functions. The Chairman, who is a Chartered Financial Analyst,
has many years of finance, banking and listed company experience.
The AC’s written terms of reference which describe its major responsibilities are:
– to review with the external auditors the audit plan and the results of the external auditor’s examination and evaluation
of the Group’s system of internal controls;
– to review (i) the quarterly, half yearly and yearly announcement of financial results, and (ii) the consolidated financial
statements, balance sheets and statements of profit & loss accounts, and the external auditor’s reports on those financial
statements, before submission to the Board for approval;
– to review and discuss with external auditors any suspected fraud or irregularities, or failure of internal controls or
infringement of any law, rule or regulation which has or is likely to have a material impact on the Company’s operating
results and/or financial position;
– to make recommendations to the Board on the appointment, re-appointment and removal of the external auditor, and
approve the remuneration and terms of engagement of the external auditor;
– to review the independence of the external auditors annually including the nature and extent of non-audit services
provided by the external auditors;
– to review interested person transactions falling within the scope of Chapter 9 of the SGX-ST Listing Manual;
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Corporate Governance
18 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
– to review the adequacy and effectiveness of the internal control framework and risk management processes and help
ensure adequate measures are in place;
– to review the compliance with the Code of Best Practice on Security Transactions;
– to undertake such other functions and duties as may be required by statute or the SGX-ST Listing Manual.
In the financial year under review, the AC met with the external auditor without the presence of Executive Directors and senior
management. All AC meetings were run without the presence of Executive Directors and senior management unless invited by
the AC to attend for any particular reason.
The AC has reviewed the non-audit services performed by the external auditors and is satisfied that the provision of such
services has not affected the independence of the external auditors. The AC has recommended their re-appointment at the
forthcoming AGM.
Some of the subsidiaries in the Group are being audited by external auditors other than those of the Company. The AC is
satisfied that there are sound internal controls applied in these subsidiaries and the scope of audit performed by these other
external auditors is adequate. Furthermore, the external auditor of the Company visited these subsidiaries and did review their
accounts.
Whistle Blowing Policy
The Board has formulated a written and comprehensive Whistle Blowing policy which has been disseminated throughout the
Group and is an integral part of the company handbook. The Board believes that this policy will, inter alia, act as a deterrent to
malpractice and wrongdoing, encourage openness, promote transparency and underpin the risk management systems of the
Group.
The Whistle Blowing Officers are the members of the Board. Any Whistle Blowing Officer to whom a concern has been raised is
obliged to make a report to the Audit Committee of the substance of the concern without breaching employee confidentiality.
The Audit Committee is obliged to review all reports received and take or approve appropriate action.
The policy requires that the Whistle Blowing Officer shall consider any concern raised seriously even if the whistle blower does
not reveal his/her name..
The policy covers all and any improprieties and wrongdoings:
– affecting the financial position of the company;
– relating to the honesty and integrity of the company’s dealings;
– relating to the honesty and integrity of any employee or director in the course of his or her employment or dealing with
or on behalf of the company.
A whistle blower can choose to raise his/her concern by any means convenient including sending a letter or email or by telephone
to any Whistle Blowing officer directly. Within 10 working days, the Whistle Blowing officer will acknowledge concern with an
explanation of how the matter is being handled if the informant’s name is known. The concern may thereafter be referred to the
police, our external auditor or an independent investigator depending on the nature and seriousness of the concern.
All concerns raised must be referred to the Audit Committee in a timely manner.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 19
Corporate Governance
INTERNAL CONTROLS AND INTERNAL AUDIT
We maintain a sound internal control and internal audit system to ensure the integrity and reliability of our financial information,
as well as to safeguard shareholder value and the Group’s assets. It is strengthened and reinforced by the Group’s internal auditor
who carries out regular internal audits to ensure compliance with stipulated internal controls, applicable laws and regulations.
The internal auditor reports directly to the Audit Committee. The internal auditor meets with the Audit Committee quarterly to
present his internal audit reports. The Audit Committee approves the internal audit schedule and plan and reviews the activities
of the internal auditor on a regular basis. In August 2011, the Audit Committee appointed Nexia TS Risk Advisory Pte Ltd as the
internal auditor of the Group. Outsourcing the internal audit function enhances continuity, objectivity and independence and
thus good corporate governance. The internal audit shall be carried out in accordance with the IIA standards.
The recruitment, selection and appointment of the internal auditor was made by the Audit Committee after reviewing suitable
candidates identified by internal and external parties including the external auditor, company secretary and others. The internal
auditor is independent and is not associated with or related to the substantial shareholders, Directors or the CEO and the CFO.
RISK MANAGEMENT
The Company has put in place internal controls necessary to identify and manage significant business risks. The Company’s
internal audit function provides an independent resource and perspective to the Audit Committee by highlighting any areas of
concern discovered during the course of performing such internal audit process.
Management regularly reviews the Company’s business and operational activities to identify areas of significant business and
operational risk as well as measures to control these risks. These include detailed financial and management reporting and detailed
operational manuals and reports. Targets are set to measure and monitor the performance of operations periodically, such as
growth, profit margins, inventory efficiency, management of receivables, personnel attendance, cycle time and housekeeping.
The Company’s assets and our employees are insured under a comprehensive insurance program which is reviewed annually.
These also include product liability insurance and directors and officers liability insurance.
Financial risk management is discussed in Note 18 of the financial statements set out on pages 51 to 54.
COMMUNICATION WITH SHAREHOLDERS
Greater Shareholder Participation
The Company makes announcements of its financial results and provides material information as required under the SGX-ST
Listing Manual via SGXNET. Annual reports and notices of AGMs are sent to all shareholders. Such notices are also published
in the local newspapers and announced via SGXNET. Shareholders are encouraged to attend the Company’s AGMs. At AGMs,
shareholders have the opportunity to share with and communicate their views to the Board. The Chairpersons of the Audit,
Nominating and Remuneration Committees as well as the external auditors are requested to be present and available to address
any queries by shareholders.
The Board has resolved that with effect from the up-coming annual general meeting, voting on AGM resolutions will be by Poll.
The Board takes note that there should be a separate resolution at general meetings on each substantially separate issue and
will provide reasons and material implications where resolutions are interlinked.
Regular media and analyst briefings are organized to enable a better appreciation of the Group’s performance and developments.
After the results announcement, the Company holds investor briefings on the financial results inviting the media and analysts.
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Corporate Governance
20 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Shareholders can also visit our website at www.micro-mechanics.com to find out more about the Company and its latest
developments. Under the Investor Relation section, Shareholders can see the updated financial highlights, announcements and
Frequently Asked Questions (FAQs) from the public.
To enhance and encourage communication with our shareholders and the public, the Company provides an email address for
the investors at [email protected]. During the year, the Company received a number of questions and the FAQs
were posted on our website for the shareholders and the public to share and know more about the Company.
The Company publishes the minutes of the AGM via SGXnet with the results of the voting on the resolutions tabled.
SECURITIES TRADING CODE
The Company has adopted an internal compliance code which is applicable to all officers in relation to dealings in the Company’s
securities. Its officers are not allowed to deal in the Company’s shares during the period commencing two weeks before the
announcement of the Company’s financial statements for each of the first three quarters of its financial year, or one month
before half year or financial year, as the case may be, and ending on the date of announcement of the relevant results or if they
are in possession of unpublished material price-sensitive information pertaining to the Group.
All Directors and all employees of the Group have been instructed to observe the internal compliance code and all applicable
insider trading laws at all times even when dealing in securities within permitted trading periods. In this connection all Directors
and employees are requested to sign a Declaration of Compliance with the internal compliance code annually and submit the
same to the Company Secretary who in turn tables the duly signed declarations to the Audit Committee for inspection.
INTERESTED PERSON TRANSACTIONS
The Company has adopted a policy in respect of any transactions with interested persons and requires that all such transactions
be at arm’s length and reviewed by the Audit Committee quarterly.
During the financial year under review, there were no interested person transactions relating to any Director, substantial
shareholders and their immediate family members according to the SGX Listing Manual – Chapter 9A “Interested Person
Transactions”.
DIRECTORSHIPS
The following lists the present and past directorships of our Directors in listed companies other than directorships held in our
Company.
Name Present Directorships
Past Directorships
(preceding 3 years)
Christopher Borch NIL NIL
Low Ming Wah NIL NIL
Chow Kam Wing NIL NIL
Karl Zurfluh NIL NIL
Ng Beng Tiong NIL NIL
Sumitri Mirnalini Menon @ Rabia NIL NIL
Girija Pande NIL NIL
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 21
Directors’ Report
We are pleased to submit this annual report to the members of the Company together with the audited financial statements for
the financial year ended 30 June 2011.
Directors
The directors in office at the date of this report are as follows:
Christopher Reid Borch
Low Ming Wah
Chow Kam Wing
Karl Zurfluh
Sumitri Mirnalini Menon @ Rabia
Ng Beng Tiong
Girija Prasad Pande
Directors’ Interests
According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50 (the Act),
particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and
infant children) in shares, debentures and share options in the Company are as follows:
Name of director in which interests are held
At beginning
of the year
At end
of the year
Ordinary shares
Christopher Reid Borch 73,235,169 73,235,169
Low Ming Wah 7,127,001 7,127,001
Chow Kam Wing 2,812,000 2,812,000
Karl Zurfluh 1,066,500 1,066,500
Sumitri Mirnalini Menon @ Rabia 420,000 495,000
Ng Beng Tiong 125,000 –
Girija Prasad Pande 62,000 137,000
By virtue of Section 7 of the Act, Christopher Reid Borch is deemed to have an interest in all the wholly-owned subsidiaries of
the Company at the beginning and at the end of the financial year.
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares or debentures
of the Company or of related corporations at the beginning of the financial year, or date of appointment if later, or at the end
of the financial year.
There were no other changes in any of the above mentioned interests in the Company between the end of the financial year
and 21 July 2011.
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Directors’ Report
22 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are,
or one of whose objects is, 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.
Except for salaries, bonuses, fees and those benefits that are disclosed in this report and in note 17 to the financial statements,
since the end of the last 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.
Share Options
During the financial year, there were:
(a) no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company or its
subsidiaries; and
(b) no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.
As at the end of the financial year, there were no unissued shares of the Company or its subsidiaries under option.
Audit Committee
The members of the Audit Committee during the year and at the date of this report are as follows:
• Ng Beng Tiong (Chairman), Independent director
• Sumitri Mirnalini Menon @ Rabia, Independent director
• Girija Prasad Pande, Independent director
The Audit Committee performs the functions specified by section 201B of the Companies Act, the Listing Manual of the Singapore
Exchange and the Code of Corporate Governance.
The Audit Committee has held six meetings during the year. In performing these functions, the Audit Committee reviewed
the scope of work of the Company’s external auditors, and their evaluation of the Company’s system of internal accounting
controls.
The Audit Committee also reviewed the following:
• the scope and results of the work of the internal auditor;
• quarterly financial information and annual financial statements of the Group and the Company prior to their submission
to the directors of the Company for adoption;
• interested person transactions (as defined in Chapter 9 of the SGX Listing Manual);
• the assistance provided by the Company’s officers to the external auditors and the independence of the external auditors;
and
• corporate governance processes.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 23
Directors’ Report
The Audit Committee has full access to management and is given the resources required for it to discharge its functions. It has full
authority and discretion to invite any director or executive officer to attend its meetings. The Audit Committee also recommends
the appointment of the external auditors and reviews the level of audit and non-audit fees.
The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the
Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General
Meeting of the Company.
The auditors, KPMG LLP, have expressed their willingness to accept re-appointment.
On behalf of the Board of Directors
CHRISTOPHER REID BORCH
Director
CHOW KAM WING
Director
27 August 2011
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Statement by Directors
24 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
In our opinion:
(a) the financial statements set out on pages 26 to 57 are drawn up so as to give a true and fair view of the state of affairs of
the Group and of the Company as at 30 June 2011 and the results, changes in equity and cash flows of the Group for the
year ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore
Financial Reporting Standards; and
(b) 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.
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
On behalf of the Board of Directors
CHRISTOPHER REID BORCH
Director
CHOW KAM WING
Director
27 August 2011
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 25
Independent Auditors’ ReportMembers of the CompanyMicro-Mechanics (Holdings) Ltd.
Report on the financial statementsWe have audited the accompanying financial statements of Micro-Mechanics (Holdings) Ltd. (the Company) and its subsidiaries (the Group), which comprise the statements of financial position of the Group and the Company as at 30 June 2011, the statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 26 to 57.
Management’s responsibility for the financial statementsManagement is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls 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.
Auditors’ responsibilityOur 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 about 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 of financial statements that give a true and fair view 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.
OpinionIn our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2011 and the results, changes in equity and cash flows of the Group for the year ended on that date.
Report on other legal and regulatory requirementsIn our opinion, 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 auditors have been properly kept in accordance with the provisions of the Act.
KPMG LLPPublic Accountants andCertified Public Accountants
Singapore27 August 2011
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Statement of Financial Position
26 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
As at 30 June 2011
Group Company
Note 2011 2010 2011 2010
$ $ $ $
Assets
Property, plant and equipment 4 24,702,462 22,519,096 – –
Subsidiaries 5 – – 17,257,474 17,512,074
Trade and other receivables 7 – – 2,789,150 –
Non-current assets 24,702,462 22,519,096 20,046,624 17,512,074
Inventories 6 2,076,029 2,089,260 – –
Trade and other receivables 7 9,424,631 8,525,548 1,745,443 2,909,101
Cash and cash equivalents 8 7,463,246 9,952,459 1,002,747 1,840,316
Current assets 18,963,906 20,567,267 2,748,190 4,749,417
Total assets 43,666,368 43,086,363 22,794,814 22,261,491
Shareholders’ equity
Share capital 9 14,685,321 14,619,321 14,685,321 14,619,321
Reserves 10 22,093,803 20,739,043 7,805,876 7,363,496
Total equity 36,779,124 35,358,364 22,491,197 21,982,817
Liabilities
Deferred tax liabilities – net 11 1,472,627 1,448,468 – –
Non-current liabilities 1,472,627 1,448,468 – –
Trade and other payables 12 4,461,689 5,439,274 302,686 275,343
Current tax payable 952,928 840,257 931 3,331
Current liabilities 5,414,617 6,279,531 303,617 278,674
Total liabilities 6,887,244 7,727,999 303,617 278,674
Total equity and liabilities 43,666,368 43,086,363 22,794,814 22,261,491
The accompanying notes form an integral part of these financial statements.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 27
Consolidated Statement of Comprehensive IncomeYear ended 30 June 2011
Note 2011 2010
$ $
Revenue 13 45,308,153 40,959,402
Cost of sales (24,517,348) (21,508,337)
Gross profit 20,790,805 19,451,065
Other income 646,583 474,814
Distribution costs (3,280,050) (3,235,102)
Administrative expenses (7,425,104) (7,921,203)
Other operating expenses (2,100,174) (2,086,572)
Profit before income tax 14 8,632,060 6,683,002
Income tax expense 15 (1,806,159) (1,907,976)
Profit for the year 6,825,901 4,775,026
Other comprehensive income
Foreign currency translation differences for foreign operations, net of tax (1,306,994) 313,086
Total comprehensive income for the year 5,518,907 5,088,112
Attributable to:
Owners of the Company 5,518,907 5,088,112
Non-controlling interests – –
Total comprehensive income for the year 5,518,907 5,088,112
Earnings per share (in cents) – basic and diluted 16 4.92 3.44
The accompanying notes form an integral part of these financial statements.
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Consolidated Statement of Changes in Equity
28 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
The accompanying notes form an integral part of these financial statements.
Share capital
Foreign currency
translation reserve
Accumulated profits Total
$ $ $ $
At 1 July 2009 14,619,321 (1,342,383) 19,766,412 33,043,350
Total comprehensive income for the year Profit for the year – – 4,775,026 4,775,026
Other comprehensive income Foreign currency translation differences – 313,086 – 313,086
Total other comprehensive income – 313,086 – 313,086
Total comprehensive income for the year – 313,086 4,775,026 5,088,112
Transactions with owners of the Company, recognised directly in equityFinal dividend of 1.0 cent per share (tax-exempt) in respect of 2009 – – (1,386,549) (1,386,549)Interim dividend of 1.0 cent per share (tax-exempt) in respect of 2010 – – (1,386,549) (1,386,549)
Total transactions with owners of the Company – – (2,773,098) (2,773,098)
At 30 June 2010 14,619,321 (1,029,297) 21,768,340 35,358,364
At 1 July 2010 14,619,321 (1,029,297) 21,768,340 35,358,364
Total comprehensive income for the year Profit for the year – – 6,825,901 6,825,901
Other comprehensive income Foreign currency translation differences – (1,306,994) – (1,306,994)
Total other comprehensive income – (1,306,994) – (1,306,994)
Total comprehensive income for the year – (1,306,994) 6,825,901 5,518,907
Transactions with owners of the Company, recognised directly in equity Issue of 150,000 ordinary shares at 44.0 cents per share 66,000 – – 66,000Final dividend of 2.0 cents per share (tax-exempt) in respect of 2010 – – (2,776,098) (2,776,098)Interim dividend of 1.0 cent per share (tax-exempt) in respect of 2011 – – (1,388,049) (1,388,049)
Total transactions with owners of the Company 66,000 – (4,164,147) (4,098,147)
At 30 June 2011 14,685,321 (2,336,291) 24,430,094 36,779,124
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 29
Consolidated Statement of Cash FlowsYear ended 30 June 2011
The accompanying notes form an integral part of these financial statements.
Note 2011 2010
$ $
Cash flows from operating activities
Profit before income tax 8,632,060 6,683,002
Adjustments for:
Depreciation of property, plant and equipment 3,622,988 3,200,550
(Gain)/loss on disposal of property, plant and equipment (194,603) 243,308
Interest income (93,992) (67,434)
Operating profit before changes in working capital 11,966,453 10,059,426
Inventories 13,231 (545,291)
Trade and other receivables (908,311) (2,773,922)
Assets classified as held for sale – 1,152,867
Trade and other payables (1,033,920) 1,404,755
Cash generated from operations 10,037,453 9,297,835
Interest received 103,220 72,392
Income tax paid (1,441,201) (719,019)
Net cash from operating activities 8,699,472 8,651,208
Cash flows from investing activities
Purchase of property, plant and equipment (6,738,618) (3,623,211)
Proceeds from disposal of property, plant and equipment 308,118 83,229
Net cash used in investing activities (6,430,500) (3,539,982)
Cash flows from financing activities
Deposits pledged 8,797 (7,009)
Dividends paid (4,164,147) (2,773,098)
Net cash used in financing activities (4,155,350) (2,780,107)
Net (decrease)/increase in cash and cash equivalents (1,886,378) 2,331,119
Cash and cash equivalents at 1 July 9,795,162 7,331,352
Effect of exchange rate fluctuations (594,038) 132,691
Cash and cash equivalents at 30 June 8 7,314,746 9,795,162
Non-cash transaction
During the year, the Company has increased the paid up capital by $66,000 related to the settlement of performance bonus. No
cash consideration has been received by the Group.
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Notes to the Financial Statements
30 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the directors on 27 August 2011.
1. Domicile and activities
Micro-Mechanics (Holdings) Ltd. (the “Company”) is incorporated in Singapore. The address of the Company’s registered
office is 31 Kaki Bukit Place, Eunos Techpark, Singapore 416209.
The financial statements of the Company as at and for the year ended 30 June 2011 comprise the Company and its
subsidiaries (together referred to as the “Group” and individually as “Group entities”).
The Group is primarily involved in the manufacturing of precision tools and components.
2. Basis of Preparation
(a) Statement of compliance
The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS).
(b) Basis of measurement
The financial statements are prepared on the historical cost basis, except for certain financial instruments which
are stated at fair value.
(c) Functional and presentation currency
The financial statements are presented in Singapore dollars which is the Company’s functional currency.
(d) Use of estimates and judgements
The preparation of financial statements in conformity with FRS requires management to make judgements,
estimates and assumptions that affect the application of policies and 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
recognised in the period in which the estimates are revised and in any future periods affected.
In particular, information about significant areas of estimation, uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the amounts recognised in the financial statements
are described below:
Valuation of inventories
The valuation of inventory at the lower of cost and net realisable value requires the Group to review inventories
for their saleability and for indicators of obsolescence. This requires management to make estimates based on
future market demand and their past experiences with similar inventories. In addition, judgements and estimates
regarding future selling prices, level of demand and indicators of obsolescence must be made and used in
connection with evaluating whether such write-downs are necessary and the amounts of such write-downs.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 31
Notes to the Financial StatementsYear ended 30 June 2011
2. Basis of Preparation (continued)
(d) Use of estimates and judgements (continued)
Valuation of trade receivables
The policy for impairment assessment of trade receivables of the Group is based on evaluation of aging analysis
of trade receivables and estimation of the collectability of trade receivables. A considerable amount of estimation
is required in assessing the ultimate realisation of these receivables, including the current creditworthiness
and the past collection history of each customer. If the financial conditions of customers of the Group were to
deteriorate, resulting in an impairment of their ability to make payments, an allowance for doubtful receivables
may be required.
Valuation of investments in subsidiaries
The valuation of the investments in subsidiaries requires the Group to estimate the future recoverable amount,
based on the future value in use, of the investments in subsidiaries. A considerable amount of judgement and
management estimation is required in assessing the value in use of the subsidiaries, including projection of future
cash inflows and outflows to be derived from the subsidiaries and estimates of the appropriate discount rates to
be applied to those future cash flows.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in the financial statements
and have been applied consistently by Group entities.
(a) Basis of Consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted
by the Group. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling
interests even if doing so causes the non-controlling interests to have a deficit balance.
Investments in subsidiaries are stated in the Company’s statement of financial position at cost less accumulated
impairment losses.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from
transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s
interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
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Notes to the Financial Statements
32 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
3. Significant accounting policies (continued)
(b) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the respective functional currencies of Group entities at the
exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies
at the end of the reporting period are retranslated to the functional currency at the exchange rate at that date.
The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional
currency at the beginning of the period, adjusted for effective interest and payments during the period, and the
amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated
to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary
items in a foreign currency that are measured in terms of historical cost are translated using exchange rate at
the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss,
except for differences arising on the retranslation of available-for-sale equity instruments or qualifying cash flow
hedges, which are recognised in other comprehensive income.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition,
are translated to Singapore dollars at exchange rates at the reporting date. The income and expenses of foreign
operations, are translated to Singapore dollars at exchange rates at the dates of the transactions. Goodwill and
fair value adjustments arising on the acquisition of a foreign operation on or after 1 January 2005 are treated as
assets and liabilities of the foreign operation and translated at the closing rate. For acquisitions prior to 1 January
2005, the exchange rates at the date of acquisition were used.
Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency
translation reserve (translation reserve) in equity. When a foreign operation is disposed of such that control,
significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign
operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only
part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion
of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its
investment in an associate or joint venture that includes a foreign operation while retaining significant influence
or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor
likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item which is
considered to form part of a net investment in a foreign operation are recognised in other comprehensive income,
and are presented as equity in the foreign currency translation reserve.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 33
Notes to the Financial StatementsYear ended 30 June 2011
3. Significant accounting policies (continued)
(c) Property, plant and equipment
Recognition and measurement
Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed
assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset
to a working condition for their intended use, the costs of dismantling and removing the items and restoring
the site on which they are located, and capitalised borrowing costs. Purchased software that is integral to the
functionality of the related equipment is capitalised as part of the equipment.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
The gain and loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds
from disposal with the carrying amount of property, plant and equipment, and are recognised net within income/
other expenses in profit or loss.
Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the component will
flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is
derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or
loss as incurred.
Depreciation
Depreciation is based on the cost of an asset less its residual value. Depreciation is recognised in profit or loss on a
straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably
certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated.
The estimated useful lives for the current and comparative years are as follows:
Freehold property 50 years
Leasehold properties 50 years
Plant and equipment 5 to 10 years
Furniture, fittings and office equipment 5 years
Motor vehicles 5 years
Fully depreciated assets are retained in the financial statements until they are no longer in use. Depreciation
methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if
appropriate.
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Notes to the Financial Statements
34 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
3. Significant accounting policies (continued)
(d) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the
weighted average cost principle, and includes expenditure incurred in acquiring the inventories, production or
conversion costs and other costs incurred in bringing them to their existing condition. In the case of manufactured
inventories and work in progress, cost includes an appropriate share of production overheads based on normal
operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.
(e) Financial instruments
Non-derivative financial assets
The Group initially recognises loans and receivables and deposits on the date that they are originated. All other
financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade
date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire,
or it transfers the rights to receive the contractual cash flows from the financial asset in a transaction in which
substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred
financial assets that is created or retained by the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when,
and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to
realise the asset and settle the liability simultaneously.
The Group’s non-derivative financial assets include loans and receivables.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active
market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent
to initial recognition, loans and receivables are measured at amortised cost using the effective interest method,
less any impairment losses.
Loans and receivables comprise cash and cash equivalents, and trade and other receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and bank deposits.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 35
Notes to the Financial StatementsYear ended 30 June 2011
3. Significant accounting policies (continued)
(e) Financial instruments (continued)
Non-derivative financial liabilities
The Group’s financial liabilities (including liabilities designated at fair value through profit or loss) are recognised
initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the
instrument.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when,
and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to
realise the asset and settle the liability simultaneously.
The Group classifies non-derivative financial liabilities into the other financial liabilities category.
Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective
interest method.
The Group’s non-derivative financial liabilities include trade and other payables.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effects.
Derivative financial instruments
The Group holds derivative financial instruments to hedge its foreign currency risk exposures. Derivatives are
recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred.
Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for
as described below:
Other non-trading derivatives
When a derivative financial instrument is not designated in a hedge relationship that qualifies for hedge accounting,
all changes in its fair value are recognised immediately in profit or loss.
(f) Impairment
Non-derivative financial assets
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine
whether there is objective evidence that is impaired. A financial asset is impaired if objective evidence indicates
that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative
effect on the estimated future cash flows of that asset that can be estimated reliably.
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Notes to the Financial Statements
36 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
3. Significant accounting policies (continued)
(f) Impairment (continued)
Non-derivative financial assets
Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency
by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise
or indications that a debtor or issuer will enter bankruptcy.
Loans and receivables
The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level.
All individually significant loans and receivables are assessed for specific impairment. All individually significant
loans and receivables found not to be specifically impaired are then collectively assessed for any impairment that
has been incurred but not yet identified. Loans and receivables that are not individually significant are collectively
assessed for impairment by grouping together receivables with similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default, timing of recoveries
and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit
conditions are such that the actual losses are likely to be greater or less than suggested historical trends.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference
between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s
original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance for accounting
against loans and receivables. Interest on the impaired asset continues to be recognised through the unwinding
of the discount. When a subsequent event causes the amount of the impairment loss to decrease, the decrease
in impairment loss is reversed through profit or loss.
Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are
reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated. An impairment loss is recognised if the carrying amount
of an asset or cash-generating unit (CGU) exceeds its recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together
into the smallest group of assets that generates cash inflows from continuing use that are largely independent of
the cash inflows of other assets or CGU.
The Group’s corporate assets do not generate separate cash inflows and are utilised by more than one CGU.
Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of
the testing of the CGU to which the corporate asset is allocated. If there is an indication that a corporate asset may
be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 37
Notes to the Financial StatementsYear ended 30 June 2011
3. Significant accounting policies (continued)
(f) Impairment (continued)
Non-financial assets (continued)
Impairment losses are recognised in profit or loss. An impairment loss is recognised if the carrying amount of an
asset or its CGU exceeds its estimated recoverable amount. Impairment losses recognised in respect of CGUs are
allocated to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss
has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
(g) Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions
into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for
contribution to defined contributions pension plans are recognised as an employee benefit expense in profit or
loss in the periods during which services are rendered by employees.
Unconsumed leave
Employees’ entitlement for unconsumed leave is recognised as a liability.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus if
the Group has a present legal or constructive obligation to pay this amount as a result of past service provided
by the employee and the obligation can be estimated reliably.
Share based payments
The fair value of the shares granted is recognised as an employee expense with corresponding increase in equity.
The fair value is measured at the date of grant and recognised on the date the employees become unconditionally
entitled to the shares.
(h) Income tax expense
Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss
except to the extent that it relates to items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous
years.
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Notes to the Financial Statements
38 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
3. Significant accounting policies (continued)
(h) Income tax expense (continued)
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for:
• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss;
• temporary differences related to investments in subsidiaries and jointly controlled entities to the extent
that it is probable that they will not reverse in the foreseeable future; and
• taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets
and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that
the related tax benefit will be realised.
(i) Revenue
Revenue from the manufacture and sale of precision tools and components is recognised when persuasive
evidence exists, that the significant risks and rewards of ownership have been transferred to the buyer, recovery
of the consideration is probable, the associated costs and possible return of goods can be estimated reliably,
there is no continuing management involvement with the goods, and the amount of revenue can be measured
reliably. The timing of the transfers of risks and rewards varies depending on the individual terms of the contract
sale. Revenue excludes goods and services tax or other sales taxes and is stated after deduction of any trade
discounts.
(j) Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of
the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term
of the lease.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term
of the lease when the lease adjustment is confirmed.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 39
Notes to the Financial StatementsYear ended 30 June 2011
3. Significant accounting policies (continued)
(k) Finance income and finance costs
Finance income comprises interest income on funds invested, dividend income, and gains on hedging instruments
that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective
interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive
payment is established.
Foreign currency gains and losses are reported on a net basis as either finance income or finance cost depending
on whether foreign currency movements are in a net gain or net loss position.
(l) Dividends
Dividends on ordinary shares are recognised as a liability in the period in which they are declared.
(m) Government grants
An unconditional government grant related to computer software and equipment is recognised initially as deferred
income at fair value. The grant is then recognised in profit or loss as other income on a systematic basis over
the useful life of the asset. Grant that compensates the Company for expenses incurred is recognised in profit
or loss as other income upon receipt.
Other cash grants are recognised as other income upon receipt.
Jobs Credit Scheme
Cash grants received from government in relation to the Job Credit Scheme are recognised as income upon
receipt.
(n) Earnings per share
The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share
is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period. Diluted earnings per share is determined by
adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary
shares outstanding, adjusted for the effects of all dilutive potential ordinary shares, which comprise convertible
notes and share options granted to employees.
(o) Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to the transactions with any of the
Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s
Executive Directors to make decisions about resources to be allocated to the segment and assess its performance,
and for which discrete financial information is available.
Segment results that are reported to the CEO include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the
Group’s headquarters), head office expenses, and income tax assets and liabilities.
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Notes to the Financial Statements
40 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
3. Significant accounting policies (continued)
(o) Segment reporting (continued
Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment,
and intangible assets other than goodwill.
(p) New standards and interpretations not yet adopted
A number of new standards amendments to standards and interpretations are effective for annual periods
beginning after 1 July 2010, and have not been applied in preparing these financial statements. None of these are
expected to have a significant effect on the financial statements of the Group.
4. Property, plant and equipment
Leasehold
properties
Plant and
equipment
Furniture,
fittings
and office
equipment
Motor
vehicles Total
$ $ $ $ $
Group
Cost
At 1 July 2009 12,447,312 26,347,846 5,497,860 714,663 45,007,681
Additions 176,254 2,568,039 750,065 128,853 3,623,211
Disposals (144,734) (777,706) (297,739) (60,793) (1,280,972)
Translation differences on consolidation 174,526 399,128 99,780 226 673,660
At 30 June 2010 and 1 July 2010 12,653,358 28,537,307 6,049,966 782,949 48,023,580
Additions 357,795 4,986,668 876,963 517,192 6,738,618
Disposals (126,150) (1,897,105) (320,994) (438,260) (2,782,509)
Translation differences on consolidation (268,549) (1,350,458) (289,488) (36,860) (1,945,355)
At 30 June 2011 12,616,454 30,276,412 6,316,447 825,021 50,034,334
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 41
Notes to the Financial StatementsYear ended 30 June 2011
4. Property, plant and equipment (continued)
Leasehold
properties
Plant and
equipment
Furniture,
fittings
and office
equipment
Motor
vehicles Total
$ $ $ $ $
Accumulated depreciation
At 1 July 2009 3,592,993 15,517,337 3,289,370 509,497 22,909,197
Charge for the year 386,393 2,010,914 677,334 125,909 3,200,550
Disposals (106,613) (643,283) (237,534) (60,793) (1,048,223)
Translation differences on consolidation 45,259 315,842 79,883 1,976 442,960
At 30 June 2010 and 1 July 2010 3,918,032 17,200,810 3,809,053 576,589 25,504,484
Charge for the year 389,964 2,367,898 738,586 126,540 3,622,988
Disposals (121,930) (1,795,423) (317,630) (432,632) (2,667,615)
Translation differences on consolidation (101,578) (802,143) (202,246) (22,018) (1,127,985)
At 30 June 2011 4,084,488 16,971,142 4,027,763 248,479 25,331,872
Carrying amount
At 1 July 2009 8,854,319 10,830,509 2,208,490 205,166 22,098,484
At 30 June 2010 and 1 July 2010 8,735,326 11,336,497 2,240,913 206,360 22,519,096
At 30 June 2011 8,531,966 13,305,270 2,288,684 576,542 24,702,462
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Notes to the Financial Statements
42 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
5. Subsidiaries
The investments in subsidiaries in the Company’s statement of financial position is stated at cost. Details of the
subsidiaries are as follows:
Name of subsidiary
Principal
activities
Place of
incorporation
and business
Percentage of
equity held by
the Group Cost
2011 2010 2011 2010
% % $ $
Micro-Mechanics Pte Ltd1 Manufacturing of
precision tools
Singapore 100 100 5,463,500 5,463,500
Micro-Mechanics Technology
Sdn Bhd2
Manufacturing of
precision tools
Malaysia 100 100 856,875 856,875
Micro-Mechanics (Thailand)
Limited3
Manufacturing of
precision tools
Thailand 100 100 1,050,207 1,050,207
Micro-Mechanics Technology
International, Inc2
Manufacturing of
precision tools
Philippines 100 100 347,200 347,200
Micro-Mechanics Technology
(Suzhou) Co. Ltd4
Manufacturing of
precision tools
People’s
Republic of
China
100 100 2,544,407 2,544,407
Micro-Mechanics Inc5 Manufacturing
of precision
components &
modules & sale of
precision tools
United States
of America
100 100 6,995,285 6,995,285
Micro-Mechanics AG Sale of precision
tools
Switzerland 100 100 – 254,600
17,257,474 17,512,074
1 Audited by KPMG LLP Singapore.
2 Audited by other member firms of KPMG International.
3 Audited by Prangporn Accounting Office.
4 Audited by Welsen CPAs Co., Ltd.
5 Audited by Fiondella, Milone & LaSaracina LLP.
Micro-Mechanics AG was liquidated in February 2011.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 43
Notes to the Financial StatementsYear ended 30 June 2011
6. Inventories
Group
2011 2010
$ $
At cost:
Raw materials 593,689 475,153
Work-in-progress 539,327 714,340
Finished goods 943,013 899,767
2,076,029 2,089,260
In 2011, raw materials and changes in finished goods and work-in-progress recognised in cost of sales amounted to
$7,119,609 (2010: $5,402,168).
7. Trade and other receivables
Group Company
2011 2010 2011 2010
$ $ $ $
Trade receivables 6,661,972 7,332,977 – –
Other receivables 751,396 742,870 82,764 (9,425)
Deposits 238,715 221,845 - –
Amount owing by subsidiaries – Non-trade – – 4,443,496 2,904,295
Loans and receivables 7,652,083 8,297,692 4,526,260 2,894,870
Prepayments 1,772,548 227,856 8,333 14,231
Trade and other receivables 9,424,631 8,525,548 4,534,593 2,909,101
Non-current – – 2,789,150 –
Current 9,424,631 8,525,548 1,745,443 2,909,101
9,424,631 8,525,548 4,534,593 2,909,101
The non-current non-trade amount due from subsidiary bears interest at rates of 1.25% to 1.27%, has no fixed terms of
repayment and is not expected to be repaid within the next 12 months. The amount due matures at 31 December 2013
and 15 March 2014.
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Notes to the Financial Statements
44 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
7. Trade and other receivables (continued)
The maximum exposure to credit risk for loans and receivables (excluding deposits) at the reporting date (by type of
customer) is:
Group Company
2011 2010 2011 2010
$ $ $ $
Distributors 255,518 313,639 – –
Direct customers 6,406,455 7,019,338 – –
Subsidiaries – – 4,443,496 2,904,295
Others 751,395 742,870 82,764 (9,425)
7,413,368 8,075,847 4,526,260 2,894,870
The maximum exposure to credit risk for loans and receivables (excluding deposits) at the reporting date (by geographical
location of customer) is:
Group Company
2011 2010 2011 2010
$ $ $ $
Singapore 600,468 385,794 1,582,764 335,810
Malaysia 1,529,729 1,796,073 – –
Philippines 475,845 601,672 100,063 1,081,710
Thailand 527,039 567,015 – –
USA 574,316 876,464 2,843,433 1,477,350
Europe 265,460 428,896 – –
China 2,224,676 1,964,428 – –
Japan 255,518 472,856 – –
Taiwan 543,509 758,174 – –
Others 416,808 224,475 – –
7,413,368 8,075,847 4,526,260 2,894,870
The aging of loans and receivables (excluding deposits) at the reporting date is:
Group Company
2011 2010 2011 2010
$ $ $ $
Current 5,416,182 5,638,676 1,585,669 1,417,520
Past due 0 – 30 days 1,524,592 1,795,285 3,002 –
Past due 31 – 60 days 397,871 454,125 9,039 –
Past due 61 – 90 days 74,723 187,761 2,928,550 1,477,350
7,413,368 8,075,847 4,526,260 2,894,870
Based on historical default rates, the Group believes that no impairment allowance is necessary in respect of loans and
receivables as at 30 June 2011 (2010: Nil). These receivables are from customers who have a strong payment record
with the Group.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 45
Notes to the Financial StatementsYear ended 30 June 2011
8. Cash and cash equivalents
Group Company
2011 2010 2011 2010
$ $ $ $
Cash at banks and on hand 3,002,146 4,947,195 102,706 1,840,316
Fixed deposits 4,461,100 5,005,264 900,041 –
7,463,246 9,952,459 1,002,747 1,840,316
Deposits pledged (148,500) (157,297) – –
Cash and cash equivalents in the statement
of cash flows 7,314,746 9,795,162 1,002,747 1,840,316
The deposits pledged are pledged to a bank for the banker’s guarantee issued on behalf of a subsidiary in Malaysia.
9. Share Capital
Group and Company
2011 2010
No. of shares $ No. of shares $
Fully paid ordinary shares,
with no par value
At 1 July 138,654,881 14,619,321 138,654,881 14,619,321
Issue of performance shares 150,000 66,000 – –
At 30 June 138,804,881 14,685,321 138,654,881 14,619,321
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company. All share rank equally with regard to the Company’s residual assets.
During the year, 150,000 ordinary shares were issued at $0.44 per share to the employees of the Group to settle an
accrued employee performance bonus.
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so
that it can continue to provide returns for shareholders and benefits for other stakeholders and to provide an adequate
return to shareholders.
The Group defines capital as share capital and accumulated profit.
The Group aims to obtain an optimal capital structure by balancing capital efficiency and financial flexibility. The Group
manages the capital structure in the light of changes in economic conditions and the risk characteristics of the underlying
assets.
There were no changes in the Group’s approach in capital management during the year.
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Notes to the Financial Statements
46 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
9. Share Capital (continued)
Dividends
The following dividends were declared and paid by the Group and the Company:
For the year ended 30 June
Group and Company
2011 2010
$ $
Final tax-exempt dividend paid of 2.0 cents (2009: 1.0 cents) per share
in respect of previous financial year 2,776,098 1,386,549
Interim tax-exempt dividend paid of 1.0 cent (2010: 1.0 cents) per share
in respect of current financial year 1,388,049 1,386,549
4,164,147 2,773,098
After the respective reporting dates, the following dividends were proposed by the directors. The dividends have not
been provided for, and there are no income tax consequences.
Group and Company
2011 2010
$ $
Final proposed tax-exempt dividend of 2.0 cents (2010: 2.0 cents) per share 2,776,098 2,776,098
10. Reserves
Group Company
2011 2010 2011 2010
$ $ $ $
Accumulated profits 24,430,094 21,768,340 7,805,876 7,363,496
Foreign currency translation reserve (2,336,291) (1,029,297) – –
22,093,803 20,739,043 7,805,876 7,363,496
The foreign currency translation reserve comprises foreign exchange differences arising from the translation of the
financial statements of foreign subsidiaries.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 47
Notes to the Financial StatementsYear ended 30 June 2011
11. Deferred tax liabilities
Movement in deferred tax assets and liabilities (prior to offsetting of balances) during the year is as follows:
At 1 July
2009
Recognised
in profit
and loss
(note 15)
Exchange
differences
At 30 June
2010
Recognised
in profit
and loss
(note 15)
Exchange
differences
At 30 June
2011
$ $ $ $ $ $ $
Group
Deferred tax
liabilities
Property, plant
and equipment 1,143,593 303,635 35,079 1,482,307 71,138 (46,275) 1,507,170
Deferred tax
assets
Others (25,270) (8,569) – (33,839) (704) – (34,543)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred taxes relate to the same taxation authority. The amounts determined after
appropriate offsetting are included in the statement of financial position as follows:
Group
2011 2010
$ $
Net deferred tax liabilities 1,472,627 1,448,468
12. Trade and other payables
Group Company
2011 2010 2011 2010
$ $ $ $
Trade payables 985,226 779,876 – –
Other payables 633,879 1,378,803 35,102 24,076
Accrued expenses 2,420,579 2,834,727 267,584 251,267
Employee benefits
– Liability for unconsumed leave 422,005 445,868 – –
4,461,689 5,439,274 302,686 275,343
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Notes to the Financial Statements
48 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
12. Trade and other payables (continued)
The following is the expected contractual undiscounted cash outflows of trade and other payables:
Carrying
amount
Contractual
cash flows
Within
1 year
Group $ $ $
2011 4,461,689 (4,461,689) (4,461,689)
2010 5,439,274 (5,439,274) (5,439,274)
Carrying
amount
Contractual
cash flow
Within
1 year
Company $ $ $
2011 302,686 (302,686) (302,686)
2010 275,343 (275,343) (275,343)
13. Revenue
Revenue of the Group represents the value of goods invoiced to third parties.
14. Profit before income tax
The following items have been included in arriving at profit before income tax:
Group
2011 2010
$ $
(a) Other income
Exchange gain (net) – 56,884
Interest income 93,992 67,434
Gain on disposal of property, plant and equipment (net) 194,603 –
Government grant – Job Credit Scheme Skills
Redevelopment & Capability Development 177,974 212,425
Scheme 180,014 138,071
Others 646,583 474,814
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 49
Notes to the Financial StatementsYear ended 30 June 2011
14. Profit before income tax (continued)
Group2011 2010
$ $
(b) Staff costsWages and salaries 16,898,847 16,625,400Contribution to defined contribution plans 1,316,377 1,340,075Increase in liability for unconsumed leave 6,770 79,814
18,221,994 18,045,289
(c) Other expensesAudit fees– auditors of the Company 117,200 110,200– other member firms of the auditors of the Company 16,620 20,114– other auditors 55,865 73,756Non-audit fees– auditors of the Company 13,900 48,850– other member firms of the auditors of the Company 3,387 3,372– other auditors 8,986 9,849Depreciation of property, plant and equipment 3,622,988 3,200,550Directors’ remuneration– directors of the Company 1,520,176 1,789,297– other directors 300,737 252,067Exchange loss 48,647 –Loss on disposal of property, plant and equipment – 243,308Trade receivables written off – 328Inventories written off 60,551 65,117Operating lease expenses 1,060,596 1,245,810
15. Income tax expense
Group2011 2010
$ $
Tax chargeCurrent year 1,827,155 1,751,354Over provision in prior years (91,430) (138,444)
1,735,725 1,612,910
Deferred taxOrigination and reversal of temporary differences 10,001 160,173Under provision in prior years 60,433 134,893
70,434 295,066
Total income tax expenses 1,806,159 1,907,976
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Notes to the Financial Statements
50 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
15. Income tax expense
Reconciliation of effective tax rate
Group
2011 2010
$ $
Profit before income tax 8,632,060 6,683,002
Income tax calculated using the statutory tax rate of 17% 1,467,450 1,136,112
Non-deductible expenses 390,110 425,861
Income not subjected to tax (136,345) (30,748)
Deferred tax assets not recognised 95,012 884,902
Effect of tax incentives granted (501,165) (800,475)
Effect of tax rate in foreign jurisdictions 379,067 19,824
Withholding tax paid in foreign jurisdictions 122,335 279,816
Over provision in prior years (30,998) (3,551)
Others 20,693 (3,765)
1,806,159 1,907,976
During the year, Micro-Mechanics Inc. had a loss before tax of US$565,517. The tax loss is subject to agreement with
the tax authorities and compliance with tax regulations in the jurisdiction in which the subsidiary operates. Cumulative
deferred tax assets with respect to taxable losses of this subsidiary totalling US$4,261,136 (2010: US$3,695,619) have
not been recognised because it is not probable that future taxable profit will be available against which the Group can
utilise the benefits.
16. Earnings per share
The calculation of the basic earnings per share is based on:
Group
2011 2010
$ $
Net profit for the year 6,825,901 4,775,026
Number of shares outstanding during the year 138,779,402 138,654,881
There are no potentially dilutive ordinary shares at the end of either financial year, and there is therefore no difference
between the basic earnings per ordinary share and the diluted earnings per ordinary share.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 51
Notes to the Financial StatementsYear ended 30 June 2011
17. Related parties
Key management personnel compensation
Key management personnel of the Group are those persons having the authority and responsibility for planning, directing
and controlling the activities of the Group. The directors and the facility heads of the Company and the subsidiaries are
considered as key management personnel of the Group.
Group
2011 2010
$ $
Short-term benefits of key management personnel 2,429,864 2,898,170
18. Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing the risk, and the Group’s management of capital. Further quantitative disclosures
are included throughout these financial statements.
Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management
framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training
and management standards and procedures, aims to develop a disciplined and constructive control environment in which
all employees understand their roles and obligations.
Credit risk
Credit 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.
Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the demographics of the Group’s customer base, including the default risk of the industry
and country in which customers operate, as these factors may have an influence on credit risk. At the reporting date
there is no significant concentration of credit risk.
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Notes to the Financial Statements
52 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
18. Financial risk management (continued)
Credit risk (continued)
Trade and other receivables (continued)
Management has established a credit policy under which each new customer is analysed individually for creditworthiness
before the Group’s standard payment and delivery terms and conditions are offered. Credit evaluations are performed
on all customers requiring credit over a certain amount. In monitoring customer credit risk, customers are grouped
according to their credit characteristics, including whether they are an individual or legal entity, geographic location,
industry, whether they are wholesale, retail or end-user customer, aging profile, maturity and existence of previous
financial difficulties. The Group does not require collateral in respect of financial assets.
Liquidity risk
Liquidity 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 or 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 maintains the following lines of credit:
– $1.00 million overdraft facility that is unsecured. Interest would be payable at 1.25% above the DBS Bank Prime
rate.
– $4.29 million trade facilities
At the reporting date, the Group has no outstanding payable on these lines of credit.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest 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 optimising the return.
The Group’s exposure to foreign currency risk relates primarily to its US Dollar denominated trade receivables and
payables, although it has exposures in other foreign currencies and in other assets and liabilities. The Group is also
exposed to the foreign currencies of the countries in which the subsidiaries operate. The Group endeavours to minimise
such exposures as far as possible by matching assets and liabilities of the same currency although there is no formal
hedging policy. As at 30 June 2011, the Group had outstanding foreign exchange contracts with notional amounts of
approximately $6,888,708 (2010: $3,727,414) to manage exposure to foreign currency fluctuation.
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 53
Notes to the Financial StatementsYear ended 30 June 2011
18. Financial risk management (continued)
Market risk (continued)
The Group’s exposure to foreign currency risks in the Singapore dollar equivalents are as follows:
US Dollar
Chinese
Renminbi
Japanese
Yen Euro
$ $ $ $
2011
Trade and other receivables* 1,622,609 – 255,517 –
Cash and cash equivalents 288,128 – 11,378 –
Trade and other payables (38,307) – (75,493) –
1,872,430 – 191,402 –
2010
Trade and other receivables* 2,038,966 3,910 472,856 47,183
Cash and cash equivalents 299,705 1,068 297,819 19,642
Trade and other payables (36,348) (3,943) (155,144) 861
2,302,323 1,035 615,531 67,686
* Trade and other receivables exclude deposits and prepayment.
Sensitivity analysis
A 10% strengthening of Singapore dollar against the following currencies at the reporting date would decrease equity
and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates,
remain constant.
Group
2011 2010
$ $
US Dollar 187,243 230,232
Chinese Renminbi – 103
Japanese Yen 19,140 61,553
Euro – 6,769
A 10% weakening of Singapore dollar against the above currencies would have had the equal but opposite effect on the
above currencies to the amounts shown above, on the basis that all other variables remain constant.
Interest rate risk
The Group’s exposure to changes in interest rates relates primarily to its interest-earning financial assets. A 5 basis point
increase/decrease in the interest rates on the Group’s interest-earning financial assets would result in an approximate
$2,230 (2010: $2,502) change in profit or loss.
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Notes to the Financial Statements
54 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
18. Financial risk management (continued)
Market risk (continued)
Interest rate risk (continued)
In respect of interest-earning financial assets of the Group, the following table indicates their effective interest rates at
reporting date and the periods in which they reprice or mature:
Effective
interest rate Total
Less than
1 year
% $ $
Group
2011
Financial assets
Fixed deposits 2.0% 4,461,100 4,461,100
2010
Financial assets
Fixed deposits 2.0% 5,005,264 5,005,264
Fair values
The carrying amount of the financial assets and liabilities with a maturity of less than one year (including trade and other
receivables) approximate their carrying amounts because of their short period to maturity.
As at the end of the financial year, the Group and the Company have no significant exposure to unrecognised financial
instruments.
19. Commitments
Apart from the obligations set out elsewhere, the Group had the following commitments as at reporting date:
Group
2011 2010
$ $
Capital commitments
– contracted but not provided for 4,252,587 1,699,814
Non-cancellable operating lease commitments:
– payable within one year 1,048,200 801,484
– payable after one year but within five years 1,727,771 2,101,950
2,775,971 2,903,434
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 55
Notes to the Financial StatementsYear ended 30 June 2011
20. Segment reporting
The Group has seven reportable segments, as discussed below, which are the Group’s strategic business units. The
strategic business units are managed separately because they require different marketing strategies. For each of the
strategic business units, the Group’s Executive Directors review internal management reports regularly. The following
describes the operations in each of the Group’s reportable segments:
• Singapore: Includes manufacturing and distributing of precision tools
• Malaysia: Includes manufacturing and distributing of precision tools
• Philippines: Includes manufacturing and distributing of precision tools
• Thailand: Includes manufacturing and distributing of precision tools
• USA: Includes manufacturing of precision components and modules and distributing of precision tools
• China: Includes manufacturing and distributing of precision tools
• Switzerland: Distributing of precision tools. The operations of this segment were ceased in February 2011.
Information regarding the results of each reportable segment is included below. Performance is measured based on
segment profit before income tax, as included in the internal management reports that are reviewed by the Group’s
Executive Directors. Segment profit is used to measure performance as management believes that such information is
the most relevant in evaluating the results of certain segments.
Inter-segment pricing is determined on mutually agreed terms.
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Notes to the Financial Statements
56 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Year ended 30 June 2011
20. Segment reporting (continued)
Operating Segments
2011
Singapore Malaysia Philippines Thailand USA China Switzerland Elimination Consolidated
$ $ $ $ $ $ $ $ $
Total revenue from
external customers 11,500,407 10,226,845 3,083,948 3,633,027 10,332,369 6,531,557 – – 45,308,153
Inter-segment revenue 4,792,340 2,541,881 685,617 639,242 64,087 243 – (8,723,410) –
Total revenue 16,292,747 12,768,726 3,769,565 4,272,269 10,396,456 6,531,800 – (8,723,410) 45,308,153
Segment results 2,887,345 3,541,434 1,049,853 916,229 (725,983) 1,466,262 45,672 (79,754) 9,101,058
Unallocated expenses (468,998)
Profit from operations 8,632,060
Income tax expense (1,806,159)
Net profit for the year 6,825,901
Segment assets 16,919,707 13,893,588 1,889,476 1,638,431 5,792,577 5,399,905 – (2,961,160) 42,572,524
Unallocated assets:
Others 1,093,844
Total assets 43,666,368
Segment liabilities 3,305,814 757,434 470,716 292,688 5,694,219 780,947 – (7,142,815) 4,159,003
Unallocated liabilities:
Income tax 2,425,555
Others 302,686
Total liabilities 6,887,244
Other segment
information
Capital expenditure 2,239,779 1,615,966 287,931 429,555 1,084,216 1,477,661 – (396,490) 6,738,618
Depreciation 1,332,894 1,085,496 194,353 147,668 562,553 300,024 – – 3,622,988
Non-current assets
(excluding deferred tax
assets) 11,151,287 7,506,047 1,019,932 556,137 2,624,482 1,947,806 – (103,229) 24,702,462
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 57
Notes to the Financial StatementsYear ended 30 June 2011
20. Segment reporting (continued)
Operating Segments
2010
Singapore Malaysia Philippines Thailand USA China Switzerland Elimination Consolidated
$ $ $ $ $ $ $ $ $
Total revenue from
external customers 8,752,194 9,266,131 3,364,328 2,785,219 8,141,576 5,870,975 2,778,979 – 40,959,402
Inter-segment revenue 5,360,459 3,317,024 580,481 509,027 106,543 31 98,484 (9,972,049) –
Total revenue 14,112,653 12,583,155 3,944,809 3,294,246 8,248,119 5,871,006 2,877,463 (9,972,049) 40,959,402
Segment results 2,860,185 2,989,861 1,335,376 732,558 (1,975,742) 1,723,056 (445,854) (55,562) 7,163,878
Unallocated expenses (480,876)
Profit from operations 6,683,002
Income tax expense (1,907,976)
Net profit for the year 4,775,026
Segment assets 15,184,265 14,230,073 2,105,866 1,686,222 4,213,845 5,395,235 809,710 (2,383,975) 41,241,241
Unallocated assets:
Others 1,845,122
Total assets 43,086,363
Segment liabilities 2,704,265 1,253,731 1,586,734 245,577 3,301,793 598,359 521,529 (5,048,056) 5,163,932
Unallocated liabilities:
Income tax 2,288,725
Others 275,342
Total liabilities 7,727,999
Other segment
information
Capital expenditure 2,037,167 1,009,255 94,561 180,985 404,541 106,308 2,148 (211,754) 3,623,211
Depreciation 1,128,995 1,020,700 197,635 86,877 521,525 235,274 9,544 – 3,200,550
Non-current assets
(excluding deferred tax
assets) 10,371,784 7,672,539 873,787 299,824 2,468,204 840,198 – (7,240) 22,519,096
21. Subsequent Event
On 27 August 2011, the directors recommended the payment of a final tax-exempt dividend of $0.02 per share, amounting
to $2.78 million. The financial statements do not reflect these proposed dividends, which will be accounted for in the
statement of changes in equity as an appropriation of the accumulated profits in the financial year ending 30 June
2012.
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Shareholders’ Statistics
58 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
As at 12 September 2011
SHARE CAPITAL
Number of Shares : 138,804,881
Class of Shares : Fully paid ordinary shares
Voting Rights : On a show of hands – 1 vote
On a poll – 1 vote for each ordinary share held
Based on the information available to the Company as at 12 September 2011, the percentage of shareholding held in the hands
of the public is approximately 38.13% which is more than 10% of the issued ordinary shares of the Company. Therefore Rule 723
of the Listing Manual of the Singapore Exchange Securities Trading Limited has been complied with.
Substantial shareholders as at 12 September 2011
Name Direct Interest Deemed Interest
No. of Shares % No. of Shares %
1 Christopher Reid Borch* 35,474,913 25.56% 37,760,256 27.20%
2 Sarcadia LLC 37,760,256 27.20% – –
3 Low Ming Wah 7,126,001 5.13% 1,000 0.00%
4 Frederic Louis Borch * 707,000 0.51% 37,760,256 27.20%
5 Andrea W. Borch* – – 37,760,256 27.20%
6 Kyle Borch* – – 37,760,256 27.20%
7 Tyler Borch* – – 37,760,256 27.20%
8 Cameron Borch* – – 37,760,256 27.20%
9 Allison Borch* – – 37,760,256 27.20%
* Deemed to be interested in 37,760,256 shares held by Sarcadia LLC.
Analysis of shareholders By Range as at 12 September 2011
Size of Shareholdings
No. of
Shareholders
% of
Shareholders
No. of
Shares
% of Issued
share capital
1 – 999 55 7.12 22,052 0.02
1,000 – 10,000 408 52.98 1,427,665 1.03
10,001 – 1,000,000 296 38.47 25,088,244 18.07
1,000,001 and above 11 1.43 112,266,920 80.88
Total 770 100.00 138,804,881 100.00
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 59
Shareholders’ StatisticsAs at 12 September 2011
TWENTY LARGEST SHAREHOLDERS AS AT 12 September 2011
Name
No. of
Shares
% of Issued
share capital
1 Sarcardia LLC 37,760,256 27.20
2 Christopher Reid Borch 35,474,913 25.56
3 Citibank Nominees Singapore Pte Ltd 12,592,500 9.07
4 DBS Nominees Pte Ltd 7,421,500 5.35
5 Low Ming Wah 7,126,001 5.13
6 HSBC (Singapore) Nominees Pte Ltd 3,142,000 2.26
7 Chow Kam Wing 2,811,000 2.03
8 Lam Yen Yong 2,167,000 1.56
9 United Overseas Bank Nominees Pte Ltd 1,484,250 1.07
10 Tan Eng Yam @ Tan Eng Ann 1,287,000 0.93
11 Karl Zurfluh 1,000,500 0.72
12 Chen Wei Ching 1,000,000 0.72
13 Bank of Singapore Nominees Pte Ltd 970,000 0.70
14 Yeap Lam Yang 900,000 0.65
15 Chin Poh Leng 843,000 0.61
16 Lim Yong Wah 792,500 0.57
17 Chew Kwai Yoke 743,000 0.54
18 Frederic Louis Borch 707,000 0.51
19 Lee Dorcas 654,500 0.47
20 Kim Eng Securities Pte Ltd 632,250 0.45
Total 119,509,170 86.10
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Notice of Fifteenth Annual General Meeting
60 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
NOTICE IS HEREBY GIVEN that the Fifteenth Annual General Meeting of the Company will be held at NTUC Centre, Level 8, Room
801, One Marina Boulevard, Singapore 018989 on Friday, 28 October 2011 at 3:00 p.m. to transact the following business:
Ordinary Business
1. To receive and adopt the Directors’ Report and Audited Accounts for the financial year ended 30 June 2011 and the
Auditors’ Report thereon. [Resolution 1]
2. To declare a final dividend of 2.0 cents per ordinary share one-tier tax exempt for the financial year ended 30 June 2011.
[Resolution 2]
3. To re-elect Mr Christopher Reid Borch, who retires by rotation pursuant to Article 91 of the Company’s Articles of
Association, as Director of the Company. [Resolution 3]
4. To record the retirement of Mr Karl Zurfluh, a director retiring by rotation in accordance with Article 91 of Company’s
Articles of Association.
5. To approve the sum of S$228,200 as Directors’ fees for the financial year ended 30 June 2011 (2010: S$202,867)
[Resolution 4]
6. To re-appoint KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.
[Resolution 5]
7. To transact any other business that may be transacted at an Annual General Meeting.
Special Business
To consider and, if thought fit, to pass the following as Ordinary Resolutions, with or without modifications:
8. Authority to allot and issue shares in the capital of the Company
That pursuant to Section 161 of the Companies Act, Chapter 50 (Act), the Articles of Association and the listing rules
of the Singapore Exchange Securities Trading Limited (SGX-ST), authority be and is hereby given to the directors of the
Company to:
(a) (i) allot and issue shares in the capital of the Company (Shares) (whether by way of rights, bonus or otherwise);
and/or
(ii) make or grant offers, agreements, or options (collectively, Instruments) that might or would require
Shares to be issued, including but not limited to the creation and issue of warrants, debentures or other
instruments convertible into Shares,
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
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in
pursuance of any Instruments made or granted by the directors while this Resolution was in force,
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Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011 61
Notice of Fifteenth Annual General Meeting
provided that:
(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued Shares (excluding treasury shares, if any) at the time of the passing of this Resolution (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares issued other than on a pro-rata basis to existing shareholders (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 10% of the Company’s total number of issued Shares (excluding treasury shares, if any) (as calculated in accordance with sub-paragraph (2) below); and
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the total number of issued Shares (excluding treasury shares, if any) shall be calculated based on the total number of issued Shares (excluding treasury shares, if any) at the time of the passing of this Resolution, after adjusting for:
(a) new Shares arising from the conversion or exercise of convertible securities;
(b) new Shares arising from the exercise of share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the SGX-ST Listing Manual; and
(c) any subsequent bonus issue, consolidation or subdivision of Shares;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the listing rules of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the 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 earlier.[See Explanatory Note (a)] [Resolution 6]
9. Authority to allot and issue shares under Micro-Mechanics Performance Share Plan
The Directors of the Company be and are hereby authorised to offer and grant awards (the Awards) in accordance with the provisions of the Micro-Mechanics Performance Share Plan and to deliver existing Shares, including treasury shares, and to allot and issue from time to time such number of Shares in the capital of the Company as may be required to be allotted and issued pursuant to the vesting of Awards under the Micro-Mechanics Performance Share Plan, provided that the aggregate number of new Shares to be allotted and issued pursuant to the Micro-Mechanics Performance Share Plan shall not exceed five per cent of the total number of issued Shares in the capital of the Company (excluding treasury shares) from time to time.[See Explanatory Note (b)] [Resolution 7]
By Order of the Board
Chow Kam WingCompany Secretary
10 October 2011Singapore
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Notice of Fifteenth Annual General Meeting
62 Micro-Mechanics (Holdings) Ltd. • Annual Report FY2011
Explanatory Notes:
(a) The ordinary resolution 6 set out in item 8 above, if passed, will empower the Directors from the date of this Annual
General Meeting until the date of the next Annual General Meeting to issue Shares, make or grant instruments convertible
into Shares and to issue Shares pursuant to such instruments up to an aggregate number not exceeding 50% of the total
number of issued Shares excluding treasury shares, if any, in the capital of the Company, with a sub-limit of 10% for
issues other than on a pro- rata basis.
(b) The ordinary resolution 7 under item 9 above, if passed, will empower the Directors of the Company to allot and issue
Shares in the capital of the Company pursuant to the vesting of Awards under the Micro-Mechanics Performance Share
Plan, provided that the aggregate number of Shares to be issued under the Micro-Mechanics Performance Share Plan of
the Company does not exceed 5% of the total number of issued Shares (excluding treasury shares) in the capital of the
Company, at any time.
Notes:
The Chairman of the Annual General Meeting will be exercising his right under Article 61 of the Articles of Association of the
Company to demand a poll in respect of each of the resolutions to be put to the vote of members at the Annual General Meeting
and at any adjournment thereof. Accordingly, each resolution at the Annual General Meeting will be voted on by way of a poll.
A member entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies to attend and
vote on his behalf and where a member appoints more than one proxy, he shall specify the proportion of his shareholding to
be represented by each proxy. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies
must be deposited at the registered office of the Company at 31 Kaki Bukit Place, Eunos Techpark, Singapore 416209 not less
than 48 hours before the time appointed for the holding of the Annual General Meeting.
NOTICE OF BOOKS CLOSURE AND DIVIDENDS PAYMENT DATE
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of Micro-Mechanics (Holdings) Ltd. (the
“Company”) will be closed on 9 November 2011 for the preparation of dividend warrants.
Duly completed registrable transfers received by the Company’s Share Registrar, M & C Services Private Limited, 138 Robinson
Road, #17-00 The Corporate Office, Singapore 068906 up to 5.00 p.m. on 8 November 2011 will be registered to determine
shareholders’ entitlements to the said dividend.
Members whose Securities Accounts with the Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on
8 November 2011 will be entitled to the proposed dividend.
The proposed dividend, if approved by the members at the Fifteenth Annual General Meeting to be held on 28 October 2011,
will be paid on 22 November 2011.
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MICRO-MECHANICS (HOLDINGS) LTD.(Incorporated in the Republic of Singapore)(Company Registration No: 199604632W)
PROXY FORM
IMPORTANT FOR CPF INVESTORS ONLY:1. This Annual Report is forwarded to you at the request of your CPF
Approved Nominee and is sent SOLELY FOR INFORMATION ONLY.2. This Proxy Form is therefore not valid for use by CPF Investors and
shall not be effective for all intents and purposes if used or purported to be used by them.
3. CPF Investors who wish to attend the Annual General Meeting as OBSERVERS have to submit their requests through their respective Agent Banks so that their Agent Banks may register with the Company Secretary of Micro-Mechanics (Holdings) Ltd.
I/We NRIC/Passport/Co. Registration No.
of
being a member/members of MICRO-MECHANICS (HOLDINGS) LTD. hereby appoint
Name AddressNRIC/
Passport No.Number of Shares
Represented
and/or (delete as appropriate)
Name AddressNRIC/
Passport No.Number of Shares
Represented
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll at the Annual General Meeting (“AGM”) of the Company to be held at NTUC Centre, Level 8, Room 801, One Marina Boulevard, Singapore 018989 on Friday, 28 October 2011 at 3.00 p.m. and at any adjournment thereof.
I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the AGM as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the AGM and at any adjournment thereof.
NOTE: The Chairman of the AGM will be exercising his right under Article 61 of the Articles of Association of the Company to demand a poll in respect of the Resolutions to be put to the vote of members at the AGM and at any adjournment thereof. Accordingly, each Resolution at the AGM will be voted on by way of a poll.
No. Resolutions Relating To:No. of Votes
ForNo. of Votes
Against
ORDINARY BUSINESS
1 Directors’ Report and Audited Accounts for the financial year ended 30 June 2011
2 Payment of proposed final dividend
3 Re-election of Mr Christopher Reid Borch as director
4 Approval of directors’ fees
5 Re-appointment of KPMG LLP as auditors
SPECIAL BUSINESS
6 Authority to allot and issue new shares
7 Authority to allot and issue shares under Micro-Mechanics Performance Share Plan
* If you wish to exercise all your votes “For” or “Against” the relevant Resolution, please indicate with an “X” in the relevant box provided. Alternatively, if you wish to exercise your votes both “For” and “Against” the relevant Resolution, please insert the relevant number of Shares in the boxes provided.
Dated this day of 2011Total Number of Shares held
(a) CDP Register
(b) Register of Members
Signature(s) of Member(s) orCommon Seal of Corporate Member
IMPORTANTPLEASE READ NOTES OVERLEAF
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Notes:
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number. If you have shares registered in your name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.
2. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a member of the Company.
3. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 31 Kaki Bukit Place, Eunos Techpark, Singapore 416209 not less than 48 hours before the time appointed for the holding of the AGM.
4. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy.
5. The instrument appointing a proxy shall be signed by the appointor or his attorney. 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. In the case of a corporation, the instrument appointing a proxy shall be either given under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation.
6. Any corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at the meeting.
7. The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company shall be entitled to reject any instrument of proxy if the member, being the appointor, is not shown to have any shares entered against his name in the Depository Register as at 48 hours before the time of the AGM, as certified by The Central Depository (Pte) Limited to the Company.
(1) Fold along this line
Micro-Mechanics (Holdings) Ltd.No. 31 Kaki Bukit Place
Eunos TechparkSingapore 416209
Attn: Company Secretary
Affix
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Corporate Profile
Micro-Mechanics designs, manufactures and markets high precision tools, parts and assemblies for the
semiconductor, medical, aerospace and other high technology industries.
Beginning in 1983 with a small factory in Singapore, the Group has grown steadily over the years
to become a publicly-listed corporation with a global presence. Today, it has six manufacturing
facilities located in Singapore, Malaysia, China, Thailand, the Philippines and the USA and direct
sales presence in Switzerland, Taiwan and Indonesia. The Group’s strategy is to relentlessly pursue
product and operational improvements while providing its customers worldwide with fast,
effective and local support.
For its core semiconductor tooling business, the Group designs, manufactures and sells a
market-leading range of precision tools, parts and consumable products that are critical in
the chip assembly and testing process.
The Group has also established a Custom Machining & Assembly business that
manufactures precision parts and assemblies for tier-one equipment makers from the
aerospace, medical, instrumentation and semiconductor-wafer fabrication industries.
Since listing on the Main Board of the Singapore Exchange in June 2003, Micro-
Mechanics has received numerous awards in recognition of the Group’s corporate
governance, transparency and disclosure practices.
Chairman’s Statement 01Executive Management Report 02Financial Highlights 05
Board of Directors and Executive Offi cers 07Corporate Information 10Corporate Governance 11
Financial Report 21Shareholders’ Statistics 58
Notice of Fifteenth Annual General Meeting 60Notice of Books Closure and Dividend Payment Date 62
Proxy Form Corporate Directory
Contents
Corporate Directory
SUBSIDIARIES
SINGAPOREMICRO-MECHANICS PTE LTDNo. 31 Kaki Bukit PlaceEunos TechparkSingapore 416209Tel: 65-6746-8800Fax: [email protected]
MALAYSIAMICRO-MECHANICS TECHNOLOGY SDN. BHD.Lot P22, Phase 4Free Industrial ZoneBayan Lepas, 11900Penang, MalaysiaTel: 604-643-4648Fax: [email protected]
THAILANDMICRO-MECHANICS (THAILAND) LIMITED9/50 Moo 5Phaholyothin RoadTambol Klong NuengAmphur Klong LuangPathumthaniProvince 12120ThailandTel: 662-902-2620Fax: [email protected]
PHILIPPINESMICRO-MECHANICS TECHNOLOGYINTERNATIONAL INC.Lot B2-1 C Carmelray Industrial Park IIBrgy Tulo, Calamba City, LagunaPhilippinesTel: 63-49-545-7718Fax: [email protected]
CHINAMICRO-MECHANICS TECHNOLOGY (SUZHOU) CO., LTD8A Suchun Industrial SquareNo. 428 Xing long StreetSuzhou Industrial ParkP.R. China 215126Tel: 86-51 2-871 6-8800Fax: 86-51 2-871 [email protected]
USAMICRO-MECHANICS, INC.465 Woodview DriveMorgan Hill, California 95037Tel: 408-779-2927Fax: [email protected]
TAIWANMICRO-MECHANICS TAIWANRepresentative Office13F-8, No. 295, Sec 2Kuan-Fu Road, Hsin Chu 300Taiwan, R.O.CTel: 886-03-572-4835Fax: [email protected]
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MICRO-MECHANICS(Holdings) Ltd.
Micro-Mechanics (Holdings) Ltd.No. 31 Kaki Bukit Place
Eunos Techpark
Singapore 416209
T +65 6746 8800
F +65 6746 7700
www.micro-mechanics.com
Annual Report FY2011
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