TIDMALR

RNS Number : 9958B

Alternative Energy Limited

28 February 2011

For immediate release 28 February 2011

ALTERNATIVE ENERGY LIMITED

("Alternative Energy" or "the Company")

Report and Accounts

The Company today announces that it has published the Report and Accounts for the year to 31 August 2010 ("the Accounts"), and they are being posted to shareholders. The Accounts will shortly be available on the Company website, www.alternativeenergy.com.sg and extracts are set out below:

CHAIRMANS STATEMENT

I am pleased to present to you the Company's financial statements for the financial year ended 31(st) August 2010.

The period since the Company relisted in June 2010 has seen a transformation in the Company. For the period up until the relisting, which effectively encompassed the period covered by the attached financial statements, the Company had been heavily engaged in the research and development necessary to provide the basis for becoming an operational business. The three years of background and hard work put in by Dr Goh, Dr Tay and their team have resulted in the Company now having an increasing range of products representing both green energy generation systems and energy saving products led by its range of LED lights.

The company now has 116 patent applications in 56 countries in respect of 15 inventions, 5 of which inventions now have patents granted. We have also filed applications for 27 trade marks across 39 countries with a view to securing our brands. These applications are supported by a growing number of certifications in respect of the Company's products to ensure quality and also ensure that those products meet the highest international standards and are accepted in all of the major international markets.

The Company now owns 50% of a manufacturing plant in China which enables its engineers to oversee the design and quality control of its lighting products for supply into the international market place. Advances in the design and production methods of the Company's solar eRoof, and progress with its eLive housing are expected to put the Company in a position to deliver to its first customers by the end of the year.

Significant efforts have also been made during the past six months to begin to establish a global network of distributors for the Company's products, with candidates being carefully vetted to ensure that they have the necessary competence. This has resulted in the signing of two distribution agreements to date, in the United Kingdom and Nigeria. The Company's products are currently being tested in a number of other countries around the world and we will be seeking to appoint further distributors during the coming months. The Company has also received a grant from the Singapore government to establish a marketing office in the United States, and this will help to ensure that the Company's reach will become truly global.

The Company is now truly focussed on revenue generation from its products, building on the very solid foundations it has established, with a view to revenues making an increasing contribution to overheads and achieving profitability as soon as possible. In the meantime the Company is exploring the possibility of a further fund raising in order to enable it to match growth to the available opportunities, for example the opportunity created by the abolition of conventional incandescent light bulbs across the European Union in accordance with climate change directives.

Pending our analysis of the Company's funding requirements for growth I will continue to support the Company and for this reason I have also agreed to increase the level of my convertible loan to the Company by a further US$1,000,000.

As a result of all of the combined efforts of our dedicated team, Alternative Energy is becoming a multi-technology focussed green energy company which develops practical and well priced branded technology which will be marketed by a global network of competent distributors.

This time last year I expressed confidence that shareholders' patience would be seen to be justified. I believe that if shareholders reflect on the tremendous amount which has been achieved within the Company's budget, including the cost of relisting the Company, the amount of intellectual property secured, the establishment of the Company's manufacturing capacity in China and the development of a growing product list and distribution network, they would accept that these words were an accurate prediction of the Company's achievements.

There is still much to be done, but the Company is now operational and will be seeking to capitalise on the key business drivers, which are the worldwide growth of energy consumption, the political support for green energy and climate change incentives which is now manifesting itself in increasing financial incentives around the world, and the volatility of fossil fuel prices, which make adoption of alternative energy and energy saving measures, the Company's core business, an imperative and not an option.

Christopher Nightingale, Chairman

 
 For further information, please 
  contact: 
---------------------------------  -------------------------- 
 Dr Eric Goh, Alternative Energy    Tel: +65 6873 7782 
  Limited 
---------------------------------  -------------------------- 
 Richard Lascelles, Alternative     Tel: +44 (0) 20 7408 1067 
  Energy Limited 
---------------------------------  -------------------------- 
 Roland Cornish, Beaumont Cornish   Tel: +44 (0) 20 7628 3396 
  Limited 
---------------------------------  -------------------------- 
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

ALTERNATIVE ENERGY LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Alternative Energy Limited (the Company) and its subsidiaries (the Group) which comprise the statements of financial position of the Group and of the Company as at 31 August 2010, and the consolidated statement of comprehensive income, statement of changes in equity of the Group and of the Company and statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory note.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the "Act") and International Financial Reporting Standards. This responsibility includes:

(a) 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 statement of comprehensive income and statement of financial position and to maintain accountability of assets;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion,

(a) the consolidated financial statements of the Group, the statement of financial position and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and International Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 August 2010 and of the results, changes in equity and cash flows of the Group and changes in equity of the Company for the financial year ended on that date and;

(b) the accounting and other records required by the Act to be kept by the Company and by subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 2.2 to the financial statements which indicate that the Group and the Company have been incurring losses for the current and past years. The Group and the Company have taken measures as described in Note 2.2 to the financial statements to secure the necessary funding to meet their daily operation needs. If these measures described in Note 2.2 to the financial statements fail to materialise, this would indicate an existence of a material uncertainty which may cast significant doubt about the Group's and the Company's abilities to continue as a going concern.

BDO LLP

Public Accountants and

Certified Public Accountants

Singapore

25 February 2011

Lai Keng Wei

Partner-in-charge

ALTERNATIVE ENERGY LIMITED

STATEMENT OF FINANCIAL POSITION AS AT 31 AUGUST 2010

 
                                     Group                    Company 
                      Note         2010         2009         2010         2009 
                                    US$          US$          US$          US$ 
 
   Assets 
   Non-current 
   assets 
   Plant and 
    equipment          4        114,416      206,552       24,170        4,111 
   Investment in 
    subsidiaries       5              -            -      668,072      537,742 
   Intangible assets   6      7,207,908      921,882    6,387,805      216,083 
                            -----------  -----------  -----------  ----------- 
                              7,322,324    1,128,434    7,080,047      757,936 
                            ===========  ===========  ===========  =========== 
   Current assets 
   Cash and bank 
    balances           7      1,681,620    1,798,732    1,389,641    1,700,055 
   Other receivables   8        148,969       99,961    4,579,657    2,744,336 
                            ----------- 
                              1,830,589    1,898,693    5,969,298    4,444,391 
                            -----------  -----------  -----------  ----------- 
 
   Total assets               9,152,913    3,027,127   13,049,345    5,202,327 
                            ===========  ===========  ===========  =========== 
 
   Equity and 
   liabilities 
   Capital and 
   reserves 
   Issued capital      9     14,383,792    7,916,392   14,383,792    7,916,392 
   Treasury shares     10      (56,400)  (1,200,000)     (56,400)  (1,200,000) 
   Share options 
    reserve            11       264,082            -      130,411            - 
   Convertible loan 
    reserve            12       401,052            -      401,052            - 
   Accumulated 
    losses                  (7,259,786)  (3,847,806)  (3,153,167)  (1,607,092) 
                              7,732,740    2,868,586   11,705,688    5,109,300 
                            -----------  -----------  -----------  ----------- 
   Current 
   liabilities 
   Other payables 
    and accruals       13      182, 513      115,247      147,984       93,027 
   Convertible loan    14     1,195,673            -    1,195,673 
   Provisions          15        41,987       43,294            -            - 
                              1,420,173      158,541    1,343,657       93,027 
 
   Total equity and 
    liabilities               9,152,913    3,027,127   13,049,345    5,202,327 
                            ===========  ===========  ===========  =========== 
 

ALTERNATIVE ENERGY LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2010

 
                                             Note          2010          2009 
                                                            US$           US$ 
 
 Revenue                                                    658             - 
 
 Cost of Sales                                            (596)             - 
 
 Gross profit                                                62             - 
 
 Other income                                            15,517        53,926 
 
 Administrative expenses                              (786,326)     (511,447) 
 
 Other expenses                                     (2,828,733)   (2,118,112) 
 
 Finance costs                                                -       (2,296) 
 
 Loss before income tax                       16    (3,599,480)   (2,577,929) 
 
 Income tax                                   17              -         (115) 
 
 Total loss for the financial year                  (3,599,480)   (2,578,044) 
                                                   ============ 
 
 Other comprehensive income: 
 Foreign currency translation differences                     -       (5,621) 
                                                   ------------  ------------ 
 
 Total comprehensive loss for the 
  year, net of tax                                  (3,599,480)   (2,583,665) 
                                                   ============  ============ 
 
 Attributable to: 
 Equity holders of the Company                      (3,599,480)   (2,578,044) 
                                                   ============  ============ 
 
 Earning per share (US$ cents) 
 Basic and diluted                            18              #             # 
                                                   ============  ============ 
 

(#) denotes a figure which is less than US$0.01 cent.

ALTERNATIVE ENERGY LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2010

 
                                              Share  Convertible 
                       Issued     Treasury  options         loan   Accumulated 
                      capital       shares  reserve      reserve        losses        Total 
Group                     US$          US$      US$          US$           US$          US$ 
 
  Balance at 1 
   September 
   2009             7,916,392  (1,200,000)        -            -   (3,847,806)    2,868,586 
 
  Total 
   comprehensive 
   loss for the 
   financial 
   year                     -            -        -            -   (3,599,480)  (3,599,480) 
 
  Shares issued 
   during the 
   financial 
   year             6,467,400            -        -            -             -    6,654,900 
 
  Re-issue of 
   treasury share 
   during the 
   financial 
   year                     -    1,143,600        -            -             -    1,143,600 
 
  Gain from 
   re-issue of 
   treasury share 
   during the 
   financial 
   year                     -            -        -               -    187,500      187,500 
 
  Grant of 
   equity-settled 
   share options 
   to employees             -            -  264,082            -             -      264,082 
 
  Reserve 
   attributable 
   to equity 
   component of 
   convertible 
   loan                     -            -        -      401,052             -      401,052 
 
Balance at 31 
 August 2010       14,383,792     (56,400)  264,082      401,052   (7,259,786)    7,732,740 
                   ==========  ===========  =======  ===========   ===========  =========== 
 

ALTERNATIVE ENERGY LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2010 (Continued)

 
                                                Foreign 
                                               currency 
                     Issued     Treasury    translation                 Accumulated 
2009                capital       shares        reserve                      losses        Total 
Group                   US$          US$            US$                         US$          US$ 
 
Balance at 1 
 September 2008   7,916,392            -          5,621                 (1,269,762)    6,652,251 
 
  Total 
   comprehensive 
   loss for the 
   financial 
   year                   -            -        (5,621)              -  (2,578,044)  (2,583,665) 
 
   Shares 
    repurchased 
    during the 
    financial 
    year                  -  (1,200,000)              -              -            -  (1,200,000) 
                                                                     - 
Balance at 31 
 August 2009      7,916,392  (1,200,000)              -                 (3,847,806)    2,868,586 
                  =========  ===========  =============                 ===========  =========== 
 

ALTERNATIVE ENERGY LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2010 (Continued)

 
                                              Share  Convertible 
                       Issued     Treasury  options         loan  Accumulated 
2010                  capital       Shares  reserve      reserve       losses        Total 
Company                   US$          US$      US$          US$          US$          US$ 
 
  Balance at 1 
   September 
   2009             7,916,392  (1,200,000)        -            -  (1,607,092)    5,109,300 
 
  Total 
   comprehensive 
   loss for the 
   financial 
   year                     -            -        -            -  (1,733,575)  (1,733,575) 
 
  Shares issued 
   during the 
   financial 
   year             6,467,400            -        -            -            -    6,654,900 
 
  Re-issue of 
   treasury share 
   during the 
   financial 
   year                     -    1,143,600        -            -            -    1,143,600 
 
  Gain from 
   re-issue of 
   treasury share 
   during the 
   financial 
   year                     -            -        -                   187,500      187,500 
 
  Grant of 
   equity-settled 
   share options 
   to employees             -            -  130,411            -            -      130,411 
 
  Reserve 
   attributable 
   to equity 
   component of 
   convertible 
   loan                     -            -        -      401,052            -      401,052 
 
Balance at 31 
 August 2010       14,383,792     (56,400)  130,411      401,052  (3,153,167)   11,705,688 
                   ==========  ===========  =======  ===========  ===========  =========== 
 

ALTERNATIVE ENERGY LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2010 (Continued)

 
                      Issued                    Treasury           Accumulated 
   2009              capital                      shares                losses        Total 
   Company               US$                         US$                   US$          US$ 
 
   Balance at 1 
    September 
    2008           7,916,392                           -             (505,742)    7,410,650 
 
   Total 
    comprehensive 
    loss for the 
    financial 
    year                   -              -            -        (  (1,101,350)  (1,101,350) 
 
   Shares 
    repurchased 
    during the 
    financial 
    year                   -              -  (1,200,000)                     -  (1,200,000) 
                                          - 
   Balance at 31 
    August 2009    7,916,392                 (1,200,000)           (1,607,092)    5,109,300 
                   =========                 ===========           ===========  =========== 
 

ALTERNATIVE ENERGY LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2010

 
                                                      2010          2009 
                                                       US$           US$ 
 
Operating activities 
Loss before income tax                         (3,599,480)   (2,577,929) 
 
Adjustments for: 
Depreciation of plant and equipment                132,258       120,914 
Plant and equipment written off                      1,393             - 
Amortisation of intangible assets                   16,624        12,021 
Provision for reinstatement cost                     1,245         (375) 
Provision for unutilised leave                     (2,552)        11,611 
Share options expense                              264,082             - 
Interest expense                                         -         2,296 
Interest income                                      (746)      (53,926) 
                                             -------------  ------------ 
Operating cash flows before movements 
 in working capital                            (3,187,176)   (2,485,388) 
 
Other receivables                                 (49,008)        49,869 
    Other payables and accruals (excluding 
     amount due to a director)                      74,507      (66,037) 
                                             -------------  ------------ 
Cash used in operations                        (3,161,677)   (2,501,556) 
Interest paid                                            -       (2,296) 
Income tax paid                                          -         (115) 
                                             -------------  ------------ 
Net cash used in operating activities          (3,161,677)   (2,503,967) 
                                             -------------  ------------ 
 
Investing activities 
Interest received                                      746        53,926 
Purchase of plant and equipment                   (41,515)     (169,482) 
Increase in pledged fixed deposits                   (437)      (11,252) 
Additions of intangible assets                   (302,650)     (290,884) 
                                             -------------  ------------ 
Net cash used in investing activities            (343,856)     (417,692) 
                                             -------------  ------------ 
 
Financing activities 
Proceeds from convertible loan                   2,000,000             - 
Repayment to director                            (410,516)             - 
Proceeds from issue of shares                      467,400             - 
Proceeds from re-issue of treasury shares        1,331,100             - 
Cash returned to shareholders during 
 buyback exercise                                        -   (1,200,000) 
                                             -------------  ------------ 
Net cash from /(used in) from financing 
 activities                                      3,387,984   (1,200,000) 
                                             -------------  ------------ 
 
Net decrease in cash and cash equivalents        (117,549)   (4,121,659) 
Cash and cash equivalents at beginning 
 of financial year                               1,701,707     5,828,987 
Effect of foreign exchange on cash and 
 cash equivalents                                        -       (5,621) 
                                             -------------  ------------ 
Cash and cash equivalents at end of 
 financial year                                  1,584,158     1,701,707 
                                             =============  ============ 
 

ALTERNATIVE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2010

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

1. General corporate information

The Company (Registration Number 200619290H) is incorporated and domiciled in Singapore with its principal place of business and registered office at 1 Science Park Road, #02-09, The Capricorn, Singapore Science Park II, Singapore 117528.

On 12 October 2007, the Company was successfully admitted to the official list of the Alternative Investment Market of the London Stock Exchange in the United Kingdom.

The principal activity of the Company is the provision of technology, hardware and equipment for renewable energy and green energy solutions. It also makes investments and/or acquisitions in and to develop energy technologies, businesses and companies which offer an alternative to conventional fossil fuel and nuclear methods of generating household and industrial energy, as well as performing management services (including marketing and other necessary services) for its subsidiaries.

The principal activities of the subsidiaries are set out in Note 5 to the financial statements.

The consolidated financial statements of the Group and the statement of financial position of the Company for the financial year ended 31 August 2010 were authorised for issue by the Board of directors on 25 February 2011.

2. Summary of significant accounting policies

2.1 Statement of compliance

The financial statements have been prepared in accordance with the provisions of the Singapore Companies Act, Cap. 50 and the International Financial Reporting Standards (IFRS), including interpretations made by the International Financial Reporting Interpretations Committee (IFRIC).

2.2 Basis of preparation

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

These financial statements have been prepared on historical cost basis except as disclosed in the accounting policies below, and are in line with International Financial Reporting Standards (IFRS) and IFRIC interpretations issued by the International Accounting Standards Board (IASB). The adoption of all of the new and revised Standards and Interpretations issued by the IASB and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to the operations and effective for annual reporting periods beginning on 1 September 2009 are reflected in these financial statements.

The individual financial statements of each Group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements of the Group, the statement of financial position and statement of changes in equity of the Company are presented in United States dollar ("US$") which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

2. Summary of significant accounting policies

2.2 Basis of preparation

Going concern

In preparing the consolidated financial statements, the directors have carefully considered the future liquidity of the Group and the Company in the light of the current financial position of the Group and as at 31 August 2010 the recurring losses from operations in the current and past years, during which the Company concentrated on the research and development necessary to prepare the Company's products for sale in the international markets.

For the last few months the Company has been supported by its Chairman, Christopher Nightingale, who entered into a US$2 million convertible loan agreement with the Company in 2010. The Company has now started to generate revenues having entered into two distributorship agreements and is expecting to generate further revenues during the course of the coming year which will make an increasing contribution to its overheads with a view to taking the Company into profitability. In the meantime the Chairman has confirmed that he will continue to support the Company and has now offered to extend his convertible loan to the Company by a further US$1 million to US$3 million. The Company is also exploring other options to raise funds in order to fund the global distribution of the Company's products which will augment the Company's available cash. The directors continue to keep administrative and operating costs to a minimum.

The directors are confident that the measures they are taking, together with the support of the Chairman, will yield the Group and the Company sufficient working capital to finance its operations and remain a going concern for the foreseeable future. Hence, notwithstanding that the Group has incurred an operating loss of US$3.599 million (2009: US$2.578 million) for the year ended 31 August 2010, the directors of the Company are of the opinion that it is appropriate to prepare the consolidated financial statements of the Group on a going concern basis.

The financial statements do not include the adjustments that would result if the Group was not able to continue as a going concern.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period or in the period of revision and future periods if the revision affects both current and future periods.

Information about significant sources of estimation uncertainty and critical accounting judgements that are significant to the financial statements is disclosed in Note 3 to the financial statements.

During the financial year, the Group and the Company adopted the new or revised IFRS and IFRIC that are relevant to their operations and effective for the current financial year. Changes to the Group's and the Company's accounting policies have been made as required, in accordance with the relevant transitional provisions in the respective IFRS and IFRIC.

2.2 Basis of preparation

The adoption of these new/revised IFRS and IFRIC does not result in changes to the Group's and the Company's accounting policies and has no material effect on the amounts reported for the current or prior year's except as discussed below.

IAS 1 (2008) Presentation of Financial Statements

The Group and the Company have adopted IAS 1 (2008) from 1 September 2009. IAS 1 (2008) requires the Group and the Company to present all changes in equity arising from transactions with non-owners in a statement of comprehensive income separately from those equity changes arising from transactions with owners in their capacity as owners to be presented in the statement of changes in equity. IAS 1 (2008) also requires the Group and the Company to disclose income tax relating to each component of other comprehensive income and to disclose reclassification adjustments relating to components of other comprehensive income. Where the Group and the Company restate or reclassify comparative information, the Group and the Company will be required to present a restated balance as of the beginning of the earliest comparative period in addition to the current requirement to present the statements of financial position as at the end of the current period and comparative period. The Group and the Company have chosen to present both the income statement and the statement of other comprehensive income in a consolidated statement of comprehensive income.

As a result of the application of IAS 1 (2008), certain comparative figures have been adjusted to conform to the current year's presentation and to provide for comparative amounts in respect of items disclosed for the first time in 2009. This change in presentation has no effect on reported profit or loss, total income and expense or net assets for any period presented.

IAS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July 2009)

The Group and the Company were adopted IAS 27(revised) prospectively to all business combinations from 1 September 2009. IAS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in income statement.

IFRS 3 (revised) Business Combinations (effective from 1 July 2009)

The Group and the Company have adoptedIFRS 3(revised) prospectively to all business combinations from 1 September 2009. The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the statement of comprehensive income. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree at fair vale or at the non-controlling interest's proportionate share of the acquiree's net assets. All acquisition-related costs should be expensed off.

2.2 Basis of preparation

IFRS and IFRIC issued but not yet effective

IFRS 9 Financial Instruments (effective from 1 January 2013)

IFRS 9 replaces the multiple classification and measurement models in IAS 39 with a single model that has only two classification categories: amotised cost and fair value. Classification under IFRS 9 is driven by the entity's business model for managing the financial assets and the contractual characteristics of the financial assets. A financial asset is measured at amortised cost if two criteria are met: a) the objective of the business model is to hold the financial asset for the collection of the contractual cash flows, and b) the contractual cash flows under the instrument solely represent payments of principal and interest. The Group and the Company will apply this standard from 1 January 2013.

2.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.

2.4 Investment in subsidiaries

Subsidiaries are entities over which the Group and the Company have power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group and the Companycontrolanother entity.

Investments in subsidiaries are stated at cost on the Company's statement of financial position less impairment in value, if any.

2.5 Intangible assets

(i) Goodwill on acquisition

Goodwill on acquisitionrepresents the excess of the cost of a business combination or cost of an acquisition of an associate over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Goodwill is initially measured at cost and is subsequently measured at cost less impairment in value, if any.

Goodwill acquired in a business combination is included in intangible assets.

Gains and losses on disposal of a subsidiary include the carrying amount of goodwill relating to the entity or business sold.

(ii) Patents and trademarks

Patents and trademarks are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. Patents and trademarks with finite useful lives are amortised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Patents and trademarks with indefinite useful lives are not amortised. Each period, the useful lives of such assets are reviewed to determine whether events and circumstances continue to support the indefinite useful life assessment for the asset. Such assets are tested for impairment in accordance with the accounting policy for impairment stated in Note 2.7 to the financial statements.

(iii) Computer software

Acquired computer software licences are initially capitalised at cost which includespurchase price and other cost attributed to prepare the assets for its intended use. Direct expenditure, which enhances or extends the performance of computer software beyond its specifications and which can be reliably measured, is recognised as a capital improvement and added to the original cost of the software. Maintenance costs are recognised as an expense as incurred.

Computer software licences are subsequently carried at cost less accumulated amortisation and accumulated impairment loss. These costs are amortised using the straight-line method over their estimated useful lives of 3 years.

2.6 Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment in value, if any.

The cost of plant and equipment comprises its purchase price and any direct attributable costs of bringing the plant and equipment to working condition for its intended use. Expenditure for additions, improvements and renewals are capitalised, and expenditure for maintenance and repairs are charged to the statement of comprehensive income. Dismantlement, removal or restoration costs are included as part of the cost of plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the plant and equipment.

Depreciation is provided using the straight-line method so as to write off the cost of the plant and equipment over their estimated useful lives of 3 years.

The residual value, useful life and depreciation method of plant and equipment are reviewed at each end of the financial year to ensure that the residual values, period of depreciation and depreciation method are consistent with previous estimates and the expected pattern of consumption of future economic benefits embodied in the items of plant and equipment.

Subsequent expenditure relating to the plant and equipment that has already been recognised is added to the carrying amount of the asset when it is probable that the future economic benefits, in excess of the standard of performance of the asset before the expenditure was made, will flow to the Group and the Company and the cost can be reliably measured. Other subsequent expenditure is recognised as an expense during the financial year in which it is incurred.

The gain or loss arising on disposal or retirement of an item of plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.

2.7 Financial instruments

Financial assets and financial liabilities are recognised on the Group and the Company's statement of financial position when the Group and the Company becomes a party to the contractual provisions of the instruments.

Effective interest method

The effective interest method calculates the amortised cost of a financial instrument and allocates the interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or where appropriate, a shorter period. Income and expense is recognised on an effective interest basis for debt instruments other than those financial instruments "at fair value through profit or loss".

2.7 Financial instruments

Financial assets

The Group and the Company follow the guidance of IAS 39 in determining the classification of its financial assets. The classification depends on the nature and purpose of these financial assets and is determined at the time of initial recognition.

Loans and receivables

Loans and receivables that have fixed or determinable payments that are not quoted in an active market are classified as "loans and receivables". Loans and receivables are initially recognised at fair value plus transaction costs. They are subsequently carried at amortised cost, where applicable, using the effective interest method. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be impacted.

Impairment of financial assets

Loans and receivables are assessed for indicators of impairment at the end of each financial year. Loans and receivables are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the loans and receivables, the estimated future cash flows of the investment have been impacted.

The carrying amounts of all financial assets are reduced by the impairment losses directly with the exception of trade receivables where the carrying amounts are reduced through the use of an allowance account. Changes in the carrying amount of the allowance account are recognised in the statement of comprehensive income.

If, in a subsequent financial year, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through the statement of comprehensive income to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Derecognition of financial assets

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds receivables.

2.7 Financial instruments

Financial assets

Impairment of non-financial assets

The carrying amounts of non-financial assets are reviewed at the end of each financial year to determine whether there is any indication of impairment in value and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, or when annual impairment testing for an asset (intangible assets with indefinite useful life and intangible assets not yet available for use) is required, the asset's recoverable amount is estimated.

An impairment in value is recognised whenever the carrying amount of the asset or its cash-generating unit exceeds its recoverable amount. Impairment in value is recognised in the statement of comprehensive income.

The recoverable amount is the higher of an asset's fair value less cost to sell and value in use. The fair value less cost to sell is the amount obtainable from the sale of an asset in an arm's length transaction. Value in use is the estimated future cash flow discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset, expected to arise from the continuing use of the asset and from its disposal at the end of its useful life.

Recoverable amounts are estimated for individual assets or, if it is not possible, for the cash-generating unit to which the asset belongs.

An impairment in value is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment in value 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 in value has been recognised. Reversals of impairment in value are recognised in the statement of comprehensive income.

Goodwill

Goodwill is tested annually for impairment, as well as when there is any indication that the goodwill may be impaired.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating-units expected to benefit from the synergies of the business combination. If the recoverable amount of the cash-generating-unit is less than the carrying amount of the unit including the goodwill, the impairment in value is recognised in the statement of comprehensive income and allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment in value recognised for goodwill is not reversed in subsequent periods.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group and the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

2.7 Financial instruments

Financial liabilities and equity instruments

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

The Company classifies its financial liabilities as other financial liabilities.

Other payables and accruals

Other payables and accruals are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

Convertible loans

Convertible loans are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability, on an amortised cost basis until extinguished upon conversion or at the instruments maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently re-measured.

2.8 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, cash with banks and financial institutions. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

2.9 Provisions

Provisions are recognised when the Group and the Company have a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The expenses relating to any provisions are recognised in the statement of comprehensive income.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as finance costs.

Provisions are reviewed at each end of the financial year and adjusted to reflect the current best estimates. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

2.10 Employee benefits

Retirement benefit costs

Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where the Company's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.

Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for annual leave as a result of services rendered by employees up to the reporting date.

Share-based compensation

The Group and the Company operate an equity-settled share-based compensation plan. The fair value of the employee services received in exchange for the grant of the option is recognised as an expense in the statement of comprehensive income with a corresponding increase in the share options reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets), on the date of the grant. Non-market vesting conditions are included in assumptions on the number of options that are expected to become exercisable on vesting date. At the end of the financial year, the entity revises its estimates of the number of options that are expected to become exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in the statement of comprehensive income, and a corresponding adjustment to equity over the remaining vesting period.

The proceeds received, net of any directly attributable transaction costs are credited to issued capital when the options are exercised.

2.11 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Management fee income

Management fee income is recognised on an accrual basis in accordance with the substance of the relevant agreements.

Sale of goods

Sale of goods is recognised when the Company has transferred to the buyer the significant risks and rewards of ownership of the goods and retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, the amount of revenue can be measured reliably, and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Finance income

Interest income from fixed deposits is recognised as the interest accrues (using the effective interest method that is the rate that exactly discounts estimated future cash receipt through the expected life of the financial instrument) to the net carrying amount of the financial asset.

2.12 Finance costs

Interest expense are expensed in the statement of comprehensive income in the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. There is no borrowing cost incurred by the Group during the financial year that has been capitalised.

2.13 Income tax

Income tax for the financial year comprises current and deferred taxes. Income tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case, such income tax is recognised in equity.

Current income tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantively enacted by the end of financial year, and any adjustment to tax payable in respect of previous financial years.

Deferred income tax is provided, using the liability method, on all temporary differences at the end of financial year between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled based on tax rates enacted or substantively enacted by the end of financial year.

2.13 Income tax

Deferred tax liabilities are recognised for all taxable temporary differences associated with investments in subsidiaries, except where the timing of the reversal of the temporary difference can be controlled by the Group and the Company and it is probable that the temporary difference will not be reversed in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax losses and unabsorbed capital allowances to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of unused tax losses and unused tax credits can be utilised.

At the end of each financial year, the Group and the Company re-assesses unrecognised deferred tax assets and the carrying amount of deferred tax assets. The Group and the Company recognises a previously unrecognised deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. The Group and the Company conversely reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax asset to be utilised.

Deferred tax is charged or credited directly to equity if the tax relates to items that are charged or credited, in the same or a different period, directly to equity.

Deferred tax assets and liabilities are offset against each other if they relate to the same tax authority and can be offset.

2.14 Foreign currency translation

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each financial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the financial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in the statement of comprehensive income for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the statement of comprehensive income for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

Exchange differences which relate to assets under construction for future productive use, are included in the cost of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings.

2.14 Foreign currency translation

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations (including comparatives) are expressed in United States dollars using exchange rates prevailing at the end of the financial year. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised in the statement of comprehensive income in the period in which the foreign operation is disposed of.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign currency translation reserve.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

2.15 Operating leases

Rentals payable under operating leases are charged to the statement of comprehensive income on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the year in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2.16 Share capital and treasury shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new equity instruments are shown in equity as a deduction against the share capital account.

When share capital recognised as equity is repurchased ("treasury shares"), the consideration paid including any directly attributable incremental cost is presented as a deduction within equity, until they are subsequently cancelled, sold or reissued.

Where shares are held as treasury shares, the Company may at any time:

(i) sell the treasury shares for cash;

(ii) transfer the treasury shares for the purposes or pursuant to an employees' share scheme;

(iii) transfer the treasury shares as consideration for the acquisition of shares in or assets of another company or assets of a person;

(iv) cancel the treasury shares; or

(v) sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the Minister Of Finance.

2.16 Share capital and treasury shares

When the treasury shares are subsequently cancelled, the cost of the treasury shares is deducted from the share capital account if the shares are purchased out of capital of the Company, or against the retained earnings of the Company if the shares are purchased out of earnings of the Company.

When the treasury shares are subsequently sold or reissued pursuant to the employee share option scheme and share performance plan, the cost of treasury shares is reversed from the treasury shares account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised as a change in equity of the Company.

2.17 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the group of executive directors and the chief executive officer who make strategic decisions.

3. Critical accounting judgements and key sources of estimation uncertainty

3.1 Critical judgements made in applying the accounting policies

In the process of applying the accounting policies, the management is of the opinion that there are no critical judgements involved that have a significant effect on the amounts recognsied in the financial statements except as discussed below.

(i) Impairment of investment in subsidiaries and financial assets

The Group and the Company follow the guidance of IAS 36 and IAS 39 in determining when investments in subsidiaries and financial assets (including amounts due from subsidiaries) are other than temporary impaired. This determinationrequiresthe assumption made regarding the duration or extent to which the fair value of an investment or a financial asset is less than its costs and the financial health of and near-term business outlook for the investment or financial asset, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

Based on the management's assessment, it has determined that the investment in subsidiaries and financial assets are not impaired as at 31 August 2010. The carrying amount of investment in subsidiaries at 31 August 2010 was US$668,072 (2009: US$537,742).

3.1 Critical judgements made in applying the accounting policies

(ii) Patents and trademarks

Patents and trademarks are capitalised in accordance with the accounting policy in Note 2.7. Initial capitalisation of costs is based on management's judgement that the assets are separate from the entity, the entity controls the asset and it is probable that future economic benefits from the assets will flow to the entity. The management has determined the useful lives of patents and trademarks after having considered various factors such as competitive environment, product life cycles, operating plans and the macroeconomic environment of the patents and trademarks. In addition, management believes there is no foreseeable limit to the period over which the indefinite trademarks are expected to generate net cash inflows for the Group.

3.2 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the date of the statement of financial position that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities and the reported amounts of revenue and expense within the next financial year, are discussed below.

(i) Going concern basis of preparation

The financial statements of the Company and its subsidiaries have been prepared on a going concern basis. The appropriateness of the going concern basis is assessed after taking into consideration all relevant information about the future of the Company and its subsidiaries available at the date of this report. However, the current uncertain economic outlook may affect consumer's discretionary spending and confidence which could in turn impact the future operations of the Group.

(ii) Depreciation of plant and equipmentand amortisation of computer software

Plant and equipment and computer software are depreciated/amortised on a straight-line basis over their estimated useful lives. Management estimates the useful lives of these assets to be 3years. The carrying amounts of the Group's plant and equipment and computer software as at 31 August 2010were US$114,416 and US$20,445(2009: US$206,552 and US$20,157) respectively. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation/amortisation charges could be revised.

(iii) Income taxes

Significant judgement is involved in determining the Group's provision for income taxes. The Group and the Company recognise expected liabilities for tax based on an estimation of the likely taxes due, which requires significant judgement as to the ultimate tax determination of certain items. Where the actual liability arising from these issues differs from these estimates, such differences will have an impact on income tax and deferred tax provisions in the period when such determination is made.

3.2 Key sources of estimation uncertainty

(iv) Impairment of goodwill and patents and trademarks

The management determines whether goodwill and patents and trademarks are impaired at least on an annual basis and as and when there is an indication that goodwill and patents and trademarks may be impaired. Such assessment and determination require the management to make judgements, estimates and assumptions. These estimates and associated assumptions are continually evaluated and are based on historical experience and other factors including expectations of future events or changes in circumstances. Actual results may differ from these estimates. The carrying amounts of goodwill and patents and trademarks as at 31 August 2010 were US$464,726 and US$6,722,737 (2009: US$464,726 and US$436,999), respectively.

(v) Share options reserve

The charge for share options reserve is calculated in accordance with estimates and assumptions which are described in Note 19 to the financial statements. The option valuation model used requires highly subjective assumptions to be made including the future volatility of the Company's share price, expected dividend yields, risk-free interest rates and expected staff turnover. The management draws upon a variety of external sources to aid them in determination of the appropriate data to use in such calculations. The carrying amounts of share-based payments for the Group and Company as at 31 August 2010 was US$264,082 (2009: nil) and US$130,411 (2009: nil) respectively.

(v) Convertible loan

The fair value of the liability component of the convertible loan, at itsinitial recognition, estimated by independent valuer based on the present value of the contractual stream of cash flows using the effective interest rate of 13% which generally represents the best estimate of the market value of similar instrument without the conversion feature. The fair value of the equity component is determined as the residual amount by deducting the fair value of the liability component from the fair value of the convertible loan.

4. Plant and equipment

 
                                                           Machinery, 
                                                    office equipment, 
                                Office                      furniture 
Group                       renovation  Computers        and fittings    Total 
2010                               US$        US$                 US$      US$ 
Cost 
As at 1 September 2009         117,788     58,504             195,215  371,507 
Additions                            -      4,208              37,307   41,515 
Write off                            -    (1,390)             (1,626)  (3,016) 
                           -----------  ---------  ------------------  ------- 
As at 31 August 2010           117,788     61,322             230,896  410,006 
                           -----------  ---------  ------------------  ------- 
 
Accumulated depreciation 
As at 1 September 2009          67,884     24,638              72,433  164,955 
Depreciation charge 
 for the year                   38,379     19,948              73,931  132,258 
Write off                            -      (811)               (812)  (1,623) 
                           -----------  ---------  ------------------  ------- 
As at 31 August 2010           106,263     43,775             145,552  295,590 
                           -----------  ---------  ------------------  ------- 
 
Net book value 
As at 31 August 2010            11,525     17,547              85,344  114,416 
                           ===========  =========  ==================  ======= 
 
 
2009 
Cost 
As at 1 September 2008     117,788  39,824   44,413  202,025 
Additions                        -  18,680  150,802  169,482 
                           -------  ------  -------  ------- 
As at 31 August 2009       117,788  58,504  195,215  371,507 
                           -------  ------  -------  ------- 
 
Accumulated depreciation 
As at 1 September 2008      28,621   7,478    7,942   44,041 
Depreciation charge 
 for the year               39,263  17,160   64,491  120,914 
                           -------  ------  -------  ------- 
As at 31 August 2009        67,884  24,638   72,433  164,955 
                           -------  ------  -------  ------- 
 
Net book value 
As at 31 August 2009        49,904  33,866  122,782  206,552 
                           =======  ======  =======  ======= 
 

4. Plant and equipment

 
                                       Furniture 
Company                             and fittings  Computers   Total 
2010                                         US$        US$ 
Cost 
As at 1 September 2009                         -      7,247   7,247 
Additions                                 29,725          -  29,725 
                                   -------------  ---------  ------ 
As at 31 August 2010                      29,725      7,247  36,972 
                                   -------------  ---------  ------ 
 
Accumulated depreciation 
As at 1 September 2009                         -      3,136   3,136 
Depreciation charge for the year           7,251      2,415   9,666 
                                   -------------  ---------  ------ 
As at 31 August 2010                       7,251      5,551  12,802 
                                   -------------  ---------  ------ 
 
Net book value 
As at end of the year                     22,474      1,696  24,170 
                                   =============  =========  ====== 
 
 
2009 
Cost 
As at 1 September 2008             -3,523  3,523 
Additions                          -3,724  3,724 
                                    -----  ----- 
As at 31 August 2009               -7,247  7,247 
                                    -----  ----- 
 
Accumulated depreciation 
As at 1 September 2008             -  720    720 
Depreciation charge for the year   -2,416  2,416 
                                    -----  ----- 
As at 31 August 2009               -3,136  3,136 
                                    -----  ----- 
 
Net book value 
As at end of the year              -4,111  4,111 
                                    =====  ===== 
 

5. Investment in subsidiaries

 
                                      Company 
                                     2010     2009 
                                      US$      US$ 
 
Unquoted equity shares, at cost   668,072  537,742 
                                  =======  ======= 
 

Particulars of the subsidiaries are as follows:

 
                                                                 Effective 
                                              Country of           equity 
                      Principal             Incorporation/      Interest held 
 Subsidiaries         activities               operation        By the Group 
 Held by the Company                                           2010      2009 
                                                                 %        % 
 
                      Research and 
                       development 
                       renewable 
                       energies for 
 Renewable Power       household 
  Pte Ltd(1)           consumers              Singapore         100      100 
 
                      Holding of 
 Alternative Energy    trademarks and 
  Technology Pte       intellectual 
  Ltd(1)               properties             Singapore         100      100 
 
                      Holding of 
                       operational 
                       subsidiaries but 
 Alternative Energy    is currently         British Virgin 
  Limited(2)           dormant                  Islands         100      100 
 
                      Holding of 
                      operational 
 Alternative Energy   subsidiaries but 
 Worldwide            is currently          British Virgin 
 Limited(3)           dormant                   Islands         100       - 
 
                      Holding of 
                      operational 
 Alternative Energy   subsidiaries but 
  Holdings            is currently 
  Limited(3)          dormant                 Hong Kong         100       - 
 
 Held by Alternative Energy Limited 
  (BVI) 
 
 Alternative Energy 
  (Africa)                                  British Virgin 
  Limited(3)          Dormant                   Islands         100      100 
 
 Alternative Energy   Dormant               British Virgin      100       - 
  (Middle East)                                 Islands 
  Limited(3) 
 
   ( ) (1)    Audited by BDO LLP, Singapore, for statutory audit purposes 
   (2)    Audited by BDO LLP, Singapore, for consolidation purposes 
   (3)   The company is inactive or dormant and management financial statements are used for the preparation of the consolidated financial statements 

During the year, the Company has invested in wholly-owned subsidiaries, Alternative Energy Holdings Limited (HK) and Alternative Energy Worldwide Limited. In addition, Alternative Energy Limited (BVI), a subsidiary has invested in a wholly-owned subsidiary, Alternative Energy (Middle East) Limited, and they are currently dormant.

6. Intangible assets

 
                                    Computer 
Group                    Goodwill   software    Patents  Trademarks      Total 
2010                          US$        US$        US$         US$        US$ 
Cost 
As at 1 September 
 2009                     464,726     37,574    218,108     218,891    939,299 
Additions                       -     16,912  6,178,242     107,496  6,302,650 
As at 31 August 
 2010                     464,726     54,486  6,396,350     326,387  7,241,949 
                         --------  ---------  ---------  ----------  --------- 
 
Accumulated 
amortisation 
As at 1 September 
 2009                           -     17,417          -           -     17,417 
Amortisation for 
 the year                       -     16,624          -           -     16,624 
                         --------  ---------  ---------  ----------  --------- 
As at 31 August 
 2010                           -     34,041          -           -     34,041 
                         --------  ---------  ---------  ----------  --------- 
 
Net book value 
AAs at 31 August 
 2010                     464,726     20,445  6,396,350     326,387  7,207,908 
                         ========  =========  =========  ==========  ========= 
 
 
2009 
Cost 
As at 1 September 
 2008                      464,726  30,351   57,626   95,712  648,415 
Additions                        -   7,223  160,482  123,179  290,884 
As at 31 August 
 2009                      464,726  37,574  218,108  218,891  939,299 
                           -------  ------  -------  -------  ------- 
 
Accumulated amortisation 
As at 1 September 
 2008                            -   5,396        -        -    5,396 
Amortisation for 
 the year                        -  12,021        -        -   12,021 
                           -------  ------  -------  -------  ------- 
As at 31 August 
 2009                            -  17,417        -        -   17,417 
                           -------  ------  -------  -------  ------- 
 
Net book value 
AAs at 31 August 
 2009                      464,726  20,157  218,108  218,891  921,882 
                           =======  ======  =======  =======  ======= 
 
 
                                Patents 
                                2010     2009 
                                 US$      US$ 
Company 
Cost and carrying amount 
As at 1 September 2009       216,083   57,626 
Additions                  6,171,722  158,457 
                           ---------  ------- 
As at 31 August 2010       6,387,805  216,083 
                           =========  ======= 
 

6. Intangible assets

Pursuant to an agreement entered into between the Company and a related party, the Company is to acquire certain patents and technology from the said related party. An independent professional valuer had valued these patents and technology at US$33 million. Having considered this, the Company and the said related party have agreed to fix the purchase consideration for the purchase of these patents and technology at US$20 million. This purchase consideration of US$20 million shall be fully settled by the issue of 666,666,666 new ordinary shares of the Company at US$0.03 per share. The obligation to pay the purchase consideration is subject to certain terms and conditions.

During the year, upon the successful registration of certain patents, the Company purchased part of these patents and technology for a consideration of US$6 million by issuing 199,999,999 new ordinary shares at US$0.03. The remaining patents costing US$14 million will be purchased as and when the remaining patents and technology are successfully registered in the near future.

Subsequent to the year end, as disclosed in note 27(c) to the financial statements, upon successful registration of certain patents, the Company further purchases part of these patents and technology for a consideration of US$4 million by issuing 133,333,333 new ordinary shares at US$0.03.

For the purpose of the consolidated statement of cashflows, the group's additions to intangible assets during the year comprise of the following:

 
                                                  Group and Company 
                                                        2010     2009 
                                                         US$      US$ 
   Additions to intangible assets                  6,302,650  290,884 
   Non-cash transaction settlement by issuance 
    of new ordinary shares (Note 9)              (6,000,000)        - 
                                                 -----------  ------- 
   Purchase of intangible assets by cash 
    payment                                          302,650  290,884 
                                                 ===========  ======= 
 

7. Cash and bank balances

 
                                        Group                Company 
                                      2010       2009       2010       2009 
                                       US$        US$        US$        US$ 
 
Cash on hand and bank balances   1,584,158    698,636  1,318,174    624,364 
Fixed deposits                      97,462  1,100,096     71,467  1,075,691 
                                 ---------  ---------  ---------  --------- 
Cash and bank balances           1,681,620  1,798,732  1,389,641  1,700,055 
                                                       =========  ========= 
Less: fixed deposit pledged 
 to a bank                        (97,462)   (97,025) 
                                 ---------  --------- 
Cash and cash equivalents 
 as per 
consolidated cash flow 
 statement                       1,584,158  1,701,707 
                                 =========  ========= 
 

Fixed deposits pledged to a bank are deposits that are placed with banks, with original maturing periods of not more than 183 (2009: 183) days. Interest rate 0.55% (2009: 0.06% to 1.5%) per annum.

7. Cash and bank balances

Cash and bank balances are denominated in the following currencies:

 
                              Group                Company 
                            2010       2009       2010       2009 
                             US$        US$        US$        US$ 
 
Singapore dollar         284,055    188,772    122,359     90,096 
United States dollar   1,267,285  1,609,960  1,267,282  1,609,959 
Hong Kong dollar         130,280          -          -          - 
                       ---------  ---------  ---------  --------- 
                       1,681,620  1,798,732  1,389,641  1,700,055 
                       =========  =========  =========  ========= 
 

The Group's and the Company's fixed deposits of US$97,462 and US$71,467 respectively (2009: US$97,025 and US$72,620) are pledged toabank for credit card facilities granted to the company and a subsidiary company and for the GST registration of a subsidiary company.

8. Other receivables

 
                                     Group             Company 
                                   2010    2009       2010       2009 
                                    US$     US$        US$        US$ 
 
Other receivables                23,915  21,215     23,915     20,976 
Deposits                         95,894  49,586     54,743     12,164 
Prepayments                      29,160  29,160          -          - 
Amounts due from subsidiaries         -       -  4,500,999  2,711,196 
                                -------  ------  ---------  --------- 
                                148,969  99,961  4,579,657  2,744,336 
                                =======  ======  =========  ========= 
 

All other receivables are not past due and are not impaired as at 31 August 2010 and 31 August 2009.

Amounts due from subsidiaries are interest-free, unsecured and repayable on demand.

Other receivables are denominated in the following currencies:

 
                            Group             Company 
                          2010    2009       2010       2009 
                           US$     US$        US$        US$ 
 
United States dollar     2,731  20,976     52,504  1,361,676 
Singapore dollar       122,815  78,985  4,503,730  1,381,551 
British pound           23,423       -     23,423      1,109 
                       -------  ------  ---------  --------- 
                       148,969  99,961  4,579,657  2,744,336 
                       =======  ======  =========  ========= 
 

9. Issued capital

 
                                          Group and Company 
                                  2010           2009        2010       2009 
                              Number of ordinary 
                                    shares                    US$        US$ 
 Issued and paid-up 
 As at 1 September 
  2009                   1,183,092,564  1,183,092,564   7,916,392  7,916,392 
 Issue of new ordinary 
  shares                   215,579,999              -   6,467,400          - 
 As at 31 August 2010    1,398,672,563  1,183,092,564  14,383,792  7,916,392 
                         =============  =============  ==========  ========= 
 

The Company has one class of ordinary shares. All issued ordinary shares are fully paid and carry one vote per ordinary share and also carry a right to dividends. There is no par value for these ordinary shares.

In February 2010, the Company issued 15,580,000 new ordinary shares to shareholders. These ordinary shares were issued at US$0.03. Cash amounting to US$467,400 was raised from this exercise.

In June 2010, the Company issued 199,999,999 new ordinary shares to a related party as consideration for the Company's purchase of patents and technology. The new ordinary shares were issued at US$0.03 and no cash was raised from this transaction.

10. Treasury shares

 
                                          Group and Company 
                             31.8.2010      31.8.2009    31.8.2010  31.8.2009 
                         No. of shares  No. of shares          US$        US$ 
  Balance at beginning 
   of 
   financial year           40,042,966              -    1,200,000          - 
  Repurchase during 
   the 
   financial year                    -     40,042,966            -  1,200,000 
  Re-issue during the 
   financial year         (38,120,000)              -  (1,143,600)          - 
  Balance at end of 
   financial year            1,922,966     40,042,966       56,400  1,200,000 
                         =============  =============  ===========  ========= 
 

In September 2008, the Company acquired 40,042,966 of its own shares from its shareholders through off-market purchases at an average price of US$0.03 per share. The Company paid US$1,200,000 in cash to acquire the said shares. This amount was deducted from issued share capital within the shareholders' equity. The shares brought back are held as treasury shares.

In November 2009, the Company re-issued 19,370,000 treasury shares to shareholders. These shares were issued at US$0.03. Cash amounting to US$581,100 was raised from this exercise. There is no gain or lossarising from this transaction.

In August 2010, the Company re-issued 18,750,000 treasury shares to shareholders. These shares were issued at US$0.04. Cash amounting to US$750,000 was raised from this exercise. Gain arising from this transaction US$187,500 is recognised directly in statement of changes in equity.

11. Share options reserve

Share options reserve represents equity-settled share options granted to directors of the Company and employees of the Group. The reserve is made up of cumulative value of services received from share options holders recorded on grant of equity-settled share options.

The movement of this account is disclosed in the statement of changes in equity.

12. Convertible loan reserve

The convertible loan reserve represents the residual amount of convertible loan after deducting the fair value of the liability component. This amount is presented net of transaction costs and deferred liability arising from the convertible loan.

13. Other payables and accruals

 
                                Group               Company 
                              2010     2009           2010    2009 
                               US$      US$            US$     US$ 
 
Other payables             134,017   66,354        124,382  66,354 
Accruals                    48,496   41,652         23,602  19,432 
Amount due to a director         -    7,241              -   7,241 
                           -------  -------  -------------  ------ 
                           182,513  115,247        147,984  93,027 
                           =======  =======  =============  ====== 
 

Other payables and accruals are denominated in the following currencies:

 
                            Group            Company 
                          2010     2009     2010    2009 
                           US$      US$      US$     US$ 
 
British pound           47,530   25,632   47,530  25,632 
Singapore dollar       134,983   62,374  100,454  40,154 
United States dollar         -   27,241        -  27,241 
                       -------  -------  -------  ------ 
                       182,513  115,247  147,984  93,027 
                       =======  =======  =======  ====== 
 

14. Convertible loan

 
                               Group           Company 
                               2010  2009       2010  2009 
                                US$   US$        US$   US$ 
 
Convertible loan due to 
 a director               1,195,673     -  1,195,673     - 
                          =========  ====  =========  ==== 
 

The convertible loan is denominated in United States dollar. Amount due to a directorrepresents the residual amount of convertible loan due to Christopher Nightingale after deducting the fair value of the equity component and is made up as follows:

 
                                          Group and Company 
                                                 2010   2009 
                                                  US$    US$ 
 
Net proceeds from issue of convertible 
 loan                                       2,000,000      - 
Amount classified as equity                 (401,052)      - 
                                         ------------  ----- 
                                            1,598,948      - 
Less: Account with director                 (403,275)      - 
                                         ------------  ----- 
Amount due to a director (net)              1,195,673      - 
                                         ============  ===== 
 

The salient terms and conditions of the convertible loan agreement are summarised as follows:

-- The term of the loan commences on the date of the convertible loan agreement and shall terminate on 1 May 2012 ("Repayment Date");

-- The loan shall be interest free;

-- The Lender shall have the right at any time during the term of the loan to convert any part of the loan into ordinary listed shares of the Company at US$0.03 share;

-- The Company may without penalty repay the whole or part of the loan before the repayment date; and

-- The Company may also offset any expenses or amount owning from the Lender to the Company against the loan.

15. Provisions

 
                                  Group        Company 
                                2010    2009  2010  2009 
                                 US$     US$   US$   US$ 
 
Provision for unutilised 
 leave                        19,922  22,474     -     - 
Provision for reinstatement 
 cost                         22,065  20,820     -     - 
                              ------  ------  ----  ---- 
                              41,987  43,294     -     - 
                              ======  ======  ====  ==== 
 

Movements of provisions during the financial year are as follows:

 
                                   Group        Company 
                                 2010    2009  2010  2009 
                                  US$     US$   US$   US$ 
 
At beginning of financial 
 year                          43,294  32,058     -     - 
(Reversal)/additions during 
 the year                     (1,307)  11,236     -     - 
                              -------  ------  ----  ---- 
As at end of the financial 
 year                          41,987  43,294     -     - 
                              =======  ======  ====  ==== 
 

Provision for unutilised leave represents employee entitlements to annual leave as a result of services rendered by employees up to the end of the financial year.

Provision for reinstatement cost is relation to the obligation for dismantlement, removal or restoration of office premises.

16. Loss before income tax

In addition to the information disclosed elsewhere in the financial statements, the Group's loss before income tax is arrived at after charging the following:

 
                                            Group 
                                          2010     2009 
                                           US$      US$ 
 
Staff costs 
- Directors' remuneration other than 
 fees                                  370,612  278,795 
- Employee benefits expense            353,149  347,280 
- Share options expense                264,082        - 
Amortisation of intangible assets       16,624   12,021 
Depreciation of plant and equipment    132,258  120,914 
Office rental                          207,039  101,102 
Foreign currency exchange loss, net      9,472   44,813 
Research and development costs         166,654   54,305 
Professional fees                      415,087  486,353 
                                       =======  ======= 
 

17. Income tax

 
                                       Group 
                                    2010   2009 
                                     US$    US$ 
Current income tax 
- under provision in prior period      -  (115) 
                                    ====  ===== 
 

The income tax expense has been determined by applying the Singapore income tax rate of 17% (2009:17%) to loss before income tax and total charge for the financial year can be reconciled to accounting loss as follows:

 
                                                    Group 
                                                  2010         2009 
                                                   US$          US$ 
Reconciliation of effective tax rate 
 
Loss for the financial year                (3,599,480)  (2,577,929) 
                                           ===========  =========== 
 
Tax calculated at statutory rate of 17% 
 (2009:17%)                                  (611,912)    (438,248) 
Effect of change in tax rate                         -        7,616 
Under provision in prior period                      -        (115) 
Expenses not deductible for tax purposes        89,765      155,469 
Income not subject to tax                        2,329        (407) 
Deferred tax assets not recognised             519,817      275,570 
                                           -----------  ----------- 
                                                     -        (115) 
                                           ===========  =========== 
 

17. Income tax

Deferred tax assets not recognised related to the following:

 
                                      Group 
                                    2010     2009 
                                     US$      US$ 
 
Tax losses                       871,517  375,524 
Property, plant and equipment     49,190   24,932 
Provision for unutilised leave     3,387    3,821 
                                 -------  ------- 
                                 924,094  404,277 
                                 =======  ======= 
 

Deferred tax assets have not been recognised because it is not certain whether future taxable profits will be available against which the Group can utilise the benefits.

As atthe end of the financial year, the Group had unutilised tax losses amounting to US$4,992,900 (2009: US$2,2208,969), which are available for set-off against future taxable profits subject to the provisions of the Singapore Income Tax Act and agreement by the Singapore tax authority.

18. Basic and diluted loss per share

Basic loss per share is calculated by dividing the Group's loss attributable to equity holders by the weighted average number of ordinary shares in issue during the financial year.

For the purpose of calculating diluted loss per share, the Group's net loss attributable to equity holders and the weighted average number of ordinary shares in issue are adjusted for the effects of all dilutive potential ordinary shares. The outstanding are adjusted for the effects of all dilutive potential ordinary shares. The Group has two categories of dilutive potential ordinary shares: convertible loan and share options.

Diluted earnings per share amounts are calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

Convertible loan is assumed to have been converted into ordinary shares at US$0.03 per share and net of any expenses amount owing from the lender to the Company against the loan. The net profit is adjusted to eliminate the interest expense less the tax effect.

For the share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The differences are added to the denominator as an issuance of ordinary shares for no consideration. No adjustment is made to earnings (numerator).

The basic and diluted loss per share are calculated as follows:

 
                                              Group 
                                2010                          2009 
                            Basic        Diluted          Basic        Diluted 
                              US$            US$            US$            US$ 
  Net loss 
   attributable to 
   equity holders 
   of the Company       3,599,480      3,599,480      2,578,044      2,578,044 
                    =============  =============  =============  ============= 
 
                          Number of shares              Number of shares 
                            Basic        Diluted          Basic        Diluted 
 
  Weighted average 
   number of 
   ordinary 
   shares           1,242,382,000  1,242,382,000  1,144,110,254  1,144,110,254 
  Adjustments for 
   potentially 
  dilutive 
   ordinary 
   shares                       -    120,856,000              -              - 
                    -------------  -------------  -------------  ------------- 
  Weighted average 
   number of 
   ordinary shares 
   used             1,242,382,000  1,363,238,000  1,144,110,254  1,144,110,254 
                    =============  =============  =============  ============= 
 
  Basic loss per                #              #              #              # 
   share 
                    =============  =============  =============  ============= 
 

# denotes a figure which is less than US$0.01 cent

19. Share-based payments

The Employee Share Option Scheme (ESOS) enables directors and employees of the Company and its subsidiaries to subscribe for ordinary shares in the capital of the Company, exercisable at varying periods from the date of grant depending whether the exercise price is set at market price in respect of that offer. Since the date of inception, no shares were granted or awarded under the Share Performance Plan (SPP).

The EOS Committee has on 5 May 2010 resolved to grant Incentive Options to the employees of the Group under the existing Alternative Energy Limited (AEL) ESOS scheme exercisable at US$0.03 per ordinary share.

Information in respect of the share options granted under the Company's ESOS was as follows:

 
                                                   2010 
                                              Number 
                                            of share   Exercise 
                                             options      price 
                                              ('000)        US$ 
 
 Balance at 1 September 2009                       -          - 
 Number of share options granted during 
  the financial year                          81,000       0.03 
 Expired/cancelled                                 -          - 
 Exercised                                         -          - 
                                          ---------- 
 Outstanding at end of financial year         81,000 
                                          ========== 
 

During the financial year, 81,000,000 (2009: nil) share options were granted. The estimated fair values of the share options granted are US$264,082 (2009: nil).

The fair value of share options as at the date of grant is estimated by an external valuer using the Black-Scholes-Merton model, taking into account the terms and conditions upon which the options were granted. The inputs to the model used are shown below.

 
                             Risk-free   Expected              Share price 
 Date of          Expected    interest    life of   Exercise    at date of 
  grant         volatility        rate    options      price         grant 
                       (%)         (%)    (years)      (US$)         (US$) 
 
 5 May 2010           21.5   2.72-3.72       5-10       0.03          0.04 
 

20. Related parties transactions

For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

20.1 In addition to the information disclosed elsewhere in the financial statements, related party transactions between the Group and the Company and its related parties during the financial year were as follows:

 
                                                   Company 
                                                2010          2009 
                                                 US$           US$ 
 
Advances to subsidiary                     1,334,500     1,055,413 
Payment made on behalf of subsidiaries       138,129       142,814 
Payment made on behalf by subsidiary          42,826        31,208 
Management fee charged to subsidiaries       360,000       360,000 
     Purchased of patents and technology 
      from a related party which is also 
      a controlling party                  6,000,000             - 
     Convertible loan from a director      2,000,000             - 
                                           =========  ============ 
 

20.2 Compensation of directors and key management personnel

The remuneration of directors during the financial year was as follows:

 
                                            Group 
                                         2010      2009 
                                          US$       US$ 
 
 Remuneration                         370,612   278,795 
 Post-employment benefits - CPF 
  contribution                          6,936     6,577 
 Short-term benefits                    2,628     1,077 
 Consultancy fee paid                  20,000    80,000 
 Consultancy fee paid to companies 
  in which certain 
 directors have interest               40,000    40,000 
 Share options expense                130,411         - 
                                     --------  -------- 
                                      704,258   406,449 
                                     ========  ======== 
 

The remuneration of directors is determined by the Remuneration Committee having regard to the performance of individuals and market trends. The remuneration disclosed above includes only the directors as there is no personnel other than directors who are considered to be a member of key management of the Group.

21. Operating lease commitments

At the end of the financial year, the commitments in respect of non-cancellable operating leases of office premises and equipment were as follows:

 
                                     Group           Company 
                                   2010     2009     2010  2009 
                                    US$      US$      US$   US$ 
Future minimum lease payments 
payable: 
Within one financial year       244,085  105,909  138,309     - 
In second to fifth financial 
 year 
inclusive                       276,343  134,237  242,040     - 
After the fifth financial 
 year                               735        -        -     - 
                                -------  -------  -------  ---- 
                                521,163  240,146  380,349     - 
                                =======  =======  =======  ==== 
 

The above operating lease commitments are based on existing rates. The lease agreement provides for a periodic revision of such rates in the future.

The Group has an option to renew the lease for another 1 year after the expiry of the current lease term.

22. Financial risk management

The Group's and the Company's activities are exposed to a variety of financial risks: market risk (including foreign exchange risk and interest risk), credit risk and liquidity risk. The Group's and the Company's overall risk management programme focuses on the predictability of financial markets and seeks to minimise potential adverse effects on the Group's and the Company's financial performance. The Group and the Company do not use derivatives financial instruments to hedge any risk exposures.

The Group and the Company have established risk management policies and guidelines, which set out its overall risk management strategies.

22.1 Credit risk

The carrying amounts of cash and bank balances and other receivables represent the Group's and the Company's maximum exposure to credit risk in relation to financial assets. The Group and the Company have no significant concentration of credit risk.

Credit risk is managed on a group basis. Credit risk arises from cash and bank balances, deposits with banks and financial institutions, including outstanding receivables and committed transactions.

Cash and fixed deposits are placed with major and reputable financial institution whichis regulated and located in Singapore. Management is not expecting any counterparty to fail to meet its obligations.

As at the reporting date, the Group and the Company's credit risk in respect of cash and bank balances are concentrated on bank balances kept in a single bank amounting to $1,681,620 (2009: US$1,797,374) and $1,389,641 (2009: $1,700,055) or 100% (2009: 100%) and 100% (2009: 100%) respectively.

22.2 Market risk

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

Foreign currency risk

The Group and the Company are exposed to currency risk arising from various currency exposures. The currencies giving rise to this risk are primarily Singapore dollar. Exposure to foreign currency risk is monitored on an ongoing basis by the Group and the Company to ensure that the net exposure is at an acceptable level, as the Group and the Company manage its transactional exposure by a policy of matching, as far as possible, receipts and payments in each individual currency. As the entities in the Group transacts substantially in the functional currency of the respective entities within the Group.

The carrying amounts of the Group's and the Company's foreign currency denominated monetary liabilities as at the end of the financial year are as follows:

Foreign currency risk

The carrying amounts of the Group's and the Company's foreign currency denominated monetary liabilities as at the end of the financial year are as follows:

 
                            Group              Company 
                        2010     2009      2010       2009 
                         US$      US$       US$        US$ 
Monetary assets 
Singapore dollar       406,870  267,757  4,626,089  1,471,647 
British pound           23,423        -     23,423          - 
Hong Kong dollar       130,280        -          -          - 
 
Monetary liabilities 
Singapore dollar       134,983   62,374    100,454     40,154 
British pound           47,530   25,632     47,530     25,632 
 
 

Foreign currency sensitivity analysis

The Group is mainly exposed to Singapore dollar (SGD) and British pound (GBP).

The following table details the Group's sensitivity to a 10% change in SGD and GBP against United States dollar. The sentivitiy analysis assumes instantaneous 10% change in the foreign currency exchange rates from the end of the financial year, with all variables held constant. The results of the model are also constrained by the fact that only monetary items, including external loans and loans to foreign operations, which are denominated in SGDand GBP are included in the analysis. Consequentially, reported changes in the values of some of the financial instruments impacting the results of the sensitivity analysis are not matched with the offsetting changes in the values of certain excluded items that those instruments are designed to finance or hedge.

 
                                Increase/(Decrease) 
                            Group               Company 
                                   Profit or Loss 
                        2010      2009      2010       2009 
                         US$       US$       US$        US$ 
SGD 
Strengthens against 
 US$                    21,189    20,539    452,563    143,149 
Weakens against US$   (21,189)  (20,539)  (452,563)  (143,149) 
 
GBP 
Strengthens against 
 US$                   (2,410)   (2,563)    (2,410)    (2,563) 
Weakens against US$      2,410     2,563      2,410      2,563 
 

Interest rate risk

Interest rate risk is the risk that the fair value future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's and the Company's exposure to interest rate risk arises primarily from their fixed deposits with financial institution, which is not significant.

22.3 Liquidity risks

Liquidity risks refer to the risks in which the Group and the Company will not be able to meet its financial obligations as they fall due. The Group and the Company ensure availability of funds through an adequate of cash and where necessary, fund raising exercise will be considered via right issues, private placements, other equity or equity-related exercise.

Prudent liquidity risk management implies maintaining sufficient cash. Due to the dynamic nature of the underlying businesses, the Group and the Company financial control maintains flexibility in funding by maintaining availability of a sufficient balance of cash. Management monitors rolling forecast of the Group's liquidity reserve (comprising cash and bank balances) on the basis of expected cash flow.

All financial liabilities as disclosed in the statement of financial position are payable within the next twelve months.

23. Fair value of financial assets and financial liabilities

The carrying amounts of cash and bank balances, other receivables, other payables and accruals and amount due to a director approximate totheir respective fair values due to the relatively short-term maturity of these financial instruments.

The fair value of the liability component of the convertible loan at 31 August 2010 amount to US$1,195,673. The fair value is calculated using the market price of the convertible loan at the end of the financial year.

24. Capital management policies and objectives

The management's policy is to achieve a strong capital base so as to sustain future development of the business. The Group and the Company manages its capital structure and makes adjustments to it, in light of changes in ec onomic conditions. The Group and the Company regards the equity attributable to shareholder as capital. Equity is represented by net liabilities. The Group and the Company's overall strategy remains unchanged from 2009.

The Group and the Company manages its capital structure by various means such as deciding on the amount of dividends paid to shareholder, return of capital to shareholder, issue of new shares to reduce debts, as it deems beneficial to the interest of its shareholders.

24. Capital management policies and objectives

In financial year 2009, the Company purchased its own shares from the market and the timing of these purchases depends on market prices. Primarily, such actions are intended to enhance the return to the Group and the Company's shareholders and to be used for issuing shares under the Group's share option scheme. Buy and sell decision are made on a specific transaction basis by the management. The Company does not have a defined share buy-back plan.

The management believes that employees' participations in the capital of the Group and the Company will increase the shareholder's value and therefore will implement the Group's share option scheme, which is extended to both key management personnel and certain classes of employees of the Group.

There are no further changes in the Group and the Company's approach to capital management during the financial year.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

25. Segment reporting

No segment reporting is presented as the Group is principally engaged in a single business segment of dealing with household and industrial clean energy and a single geographical segment located in Asia.

26. Contingent liabilities

Continuing financial support

The Company has given undertaking to its subsidiaries to provide financial support to these companies, where necessary, to enable them to operate as going concern and to meet their obligations for at least 12 months from the date of their respective audited financial statements.

At the end of the financial year, the subsidiaries had capital deficiencies of approximately US$3,899,000 (2009: US$2,168,000 ) including amounts due by the subsidiaries to the Company ofUS$4,500,000 (2009: US$2,711,000).

In the opinion of the management, no significant actual losses are expected to arise from these contingent liabilities.

27. Events subsequent to the reporting date

Subsequent to the end of the financial year till the date of this report, the Company has the following events which require disclosure in accordance with IAS 10 Events after the end of the financial year:

(a) On 21 January 2011, Alternative Energy Holdings Limited, ["AEL(HK)"], a wholly owned subsidiary of the Company, incorporated a joint venture company in China with Jiashan Joray Electronic Technology Co. Ltd. The joint venture is a limited liability company. The liability of each Party for the obligations, liabilities, debts and losses of the Company shall be limited to that Party's obligation to make its respective contribution of RMB 800,000 each to the registered capital of the joint venture company within the period required by Chinese law. AEL(HK) has 50% shareholding in this joint venture company. The joint venture company will manufacture light fittings, street lights and other lighting equipment to be distributed by the Group.

(b) On 22 October 2010, the Company was offered a grant of S$150,000 from the International Enterprise Singapore to set up an Overseas Marketing Office in Philadelphia, USA.

(c) On 27 January 2011, the Company has issued an additional 133,333,333 new ordinary shares at US$0.03 for each ordinary share to a related party and its nominees as partial consideration for the Company's purchase of the patents and technology relating to eRoof. The remaining patents costing US$10 million will be purchased as and when the remaining patents and technology are successfully registered in the future.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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