2002 Our core competencies leading the way - Morningstar
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Our core competencies leading the way.
Annual Report
2002
Since 1828
Boustead Singapore Limited
Brought to you by Global Reports
Corporate Structure
100% Webcorrect Pty Ltd
100% Associated Technical 60% Erdas India Pvt Ltd
Services (Pte) Ltd
18.18% Webmap Pty Ltd
100% Prevalent Technologies Pte Ltd
100% Geometry Pty Ltd
96% Batam Logistics Pte Ltd
50% Ek Boustead Inc
50% 4 0% Webfoundry Pty Ltd
C & E Haven (s) Pte Ltd
17.5% Maxamine Inc
65%
First Global Communications Ltd
76% Esri Australia Pty Ltd 100% Esri Australia Defence Pty Ltd
100% World of Hydraulics Pte Ltd 100% Boustead (Tianjin)
Tech Development Co Ltd
100% Bousteadco (Hong Kong) Ltd 100% Bih Ltd
100% Boustead International Heaters
De Venezuela CA
90% Boustead International Heaters Ltd
50% Intelligent Process Solutions Limited
76%
Geographic
Business Systems Pty Ltd 100%
Boustead International Heaters
Espana SL
100%
Boustead International
100% Finsome Pte Ltd Heaters De Brasil Ltda
BOUSTEAD
SINGAPORE LIMITED 100%
Boustead International
70% Sushi Deli Pte Ltd Heaters Canada Ltd
Boustead
100%
International Heaters Inc
76% Esri South Asia Pte Ltd
100% Esri South Asia Sdn Bhd
30% GBI Realty Pte Ltd 100% Esri South Asia Limited
Boustead Information &
100%
100%
Boustead Marketing & Data Systems Pte Ltd
Management Services Pte Ltd
100% W.H. Brennan & 80% Aquapro International Ltd
Company (Pte) Ltd
100% W.H. Brennan (Hong Kong) Ltd
45.09% Easycall International Ltd
100% Mariserv Sdn Bhd
100% Win (Singapore) Pte Ltd
24.9% Boustead Projects Pte Ltd
100% Boustead Services Pte Ltd 100% Controls & Electrics Pte Ltd
100% Variety Foods (S) Pte Ltd
80% Boustead Solutions Pte Ltd
100% Bina Bico Sdn Bhd
30.1% Boustead Projects Pte Ltd
Boustead Projects
100%
Investments Pte Ltd
100% Wuxi Boustead Industrial Park 100% Boustead Mec Pte Ltd
Development Co Ltd
LEGEND HONG KONG SPAIN SINGAPORE UNITED KINGDOM CANADA BERMUDA AUSTRALIA
NEW ZEALAND CHINA BRAZIL PHILIPPINES VENEZUELA MALAYSIA INDIA U.S
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Contents
Chairman’s Message 2 Corporate Profile 8 Our People 10 International Network 11
Engineering 12 Information Technology 21 Investments 26 Financial Review 28
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In the wake of our restructuring, the Group is continually
seeking opportunities to develop, enhance and strengthen
its core competencies through consolidation, strategic
divestments and acquisitions, and alliances.
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Chairman’s Message
On behalf of my fellow Directors, I am pleased to provisions were made in accordance with prudent
present the results of Boustead Singapore Limited accounting practices and in the light of the global
(the "Company"), its subsidiaries and associated economic slowdown compounded by excessive
companies (the "Group") for the financial year ended competitive pricing by property developers and the
31 March 2002 ("FY 2001/2002"). collapse of internet related business which adversely
The recognition of the Group to focus its strategy affected our investments in new IT startup businesses.
and resources on its core competencies of Engineering The Group's share of losses in associated companies
and IT and IT related business has been completed of $6.4 million (FY 2000/2001: gain of $1.3 million)
during the year under review. In the wake of our is comprised of $3.5 million share of losses in an
restructuring, the Group is continually seeking associated company, GBI Realty Pte Ltd, and $2.9
opportunities to develop, enhance and strengthen million share in the operating losses of EasyCall.
its core competencies through consolidation, strategic However, the share of losses in EasyCall was more
divestments and acquisitions, and alliances. then fully compensated by a portion of the negative
goodwill of $5.9 million (taken into Exceptional Items)
TURNOVER resulting from the acquisition.
At the Company level, turnover declined due to
10%
22% 68% lower dividend income from its subsidiaries while
losses deepened due mainly to provisions for inter-
company loans and impairment of investments in
subsidiaries and the property business.
Engineering IT & IT Related Businesses
Investments
THE ENGINEERING SEGMENT
The turnover contributed by this segment grew by
PERFORMANCE REVIEW OF THE 32% over FY 2000/2001. It represented 68% of the
COMPANY AND ITS PRINCIPAL Group's turnover for the year. As a result, it helped
the Group achieved a higher operating profit of $
SUBSIDIARIES AND ASSOCIATES
7.3 million (FY 2000/2001: profit of $5.4 million).
The Group achieved turnover of $130 million for
The competencies offered by the Engineering
FY 2001/2002 (FY 2000/2001: $120 million) and
Segment comprise of:-
recorded a pre-tax loss of $0.9 million (FY 2000/2001:
• Process Technology
pre-tax profit of $8.0 million). After-tax loss attributable
• Process Control Technology
to members of the Company was $5.3 million (FY
• Safety Systems
2000/2001: after-tax profit of $3.3 million). This loss
• Design and Build Project Management Services
was attributable mainly to an exceptional charge of
$4.0million (FY 2000/2001: exceptional gain of $2.6
million) and a share of the associated companies' TURNOVER
losses of $3.6 million (FY 2000/2001: gain of $1.3
38% 28%
million).
The Group's exceptional charge consisted mainly
of provisions for impairment in the value of investment
10%
in property business and IT start-up businesses, less 24%
a balance negative goodwill of $1.6 million arising
Control Construction
from the acquisition of an associated company,
Process Safety
EasyCall International Limited ("EasyCall"). The
3
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Chairman’s Message
BOUSTEAD INTERNATIONAL HEATERS ("BIH") significantly increased completion level of the Seletar
Waste Water Project DCS. After-tax profit for FY 2001/2002
FY 2001/2002 has been a successful year for BIH. Its
increased marginally by 6% to $410,000 (FY 2000/2001:
high order growth rode on the consolidation of its position
$392,000). Concerted efforts to reduce overhead costs,
in the existing markets and the development of the South
increased outsourcing of engineering works and purchase
American market. Further orders have been received in
cost control also helped to improve project profitability.
Venezuela and the establishment of BIH Brazil resulted in
C&E expects to retain at least the same level of turnover
the company's first order in that country.
and profits for FY 2002/2003. These could increase
BIH grossed a turnover of $ 24.9 million for FY
significantly if current efforts to nurture its businesses in
2001/2002 (FY 2000/2001: $14.0 million), representing
India and Thailand were to bear fruit.
a hefty increase of 76% over FY 2000/2001. Profit before
tax was S$ 1.4 million, almost a three-fold increase on FY
W H BRENNAN ("WHB")
2000/2001 profit of $0.5 million.
It has continued to invest in its human resources assets Despite a severe economic slowdown in Singapore,
and has developed its operational capacity to manage WHB performed remarkably well in FY 2001/2002 with
the increased order input. It made additional investment a 40% increase in turnover over FY 2000/2001. The
in Information Technology with a complete upgrade of success was due to the strong demand from the marine
its computer network during the year. industry and WHB's ability to capture a number of preferred
Looking to the future, it is investing in complimentary local and overseas government contracts. Furthermore,
technologies with the development of Intelligent Process its customer base has widened as a result of concerted
Solutions Ltd. This is a joint venture with Process Solutions efforts to improve the level of customer services and the
International Inc. of Canada. The company has been integration of its marine services. With tight and
formed to provide real-time intelligent systems for direct conscientious cost controls in position, WHB achieved a
fired heaters and other process equipment. two-fold improvement in its after-tax profit (after prior
BIH expects demand for its services to remain buoyant years tax refund has been taken into account).
for the current FY 2002/2003. Further increase in sales During FY 2001/2002, WHB had embarked on a new
and profit are expected in the current year. capability to overhaul helicopter servo actuators. It is
anticipated the launch of the new service will make positive
CONTROLS & ELECTRICS ("C&E") contributions to its businesses.
For FY 2001/2002, C&E's turnover increased by about
BOUSTEAD PROJECTS ("BP")
10% to $8.2 million (FY 2000/2001: $7.5 million). The
improved turnover was contributed by 17% increase in FY 2001/2002 was a challenging year for the property
Control Systems Projects that accounted for 70% of the market as Singapore fell into severe recession. Nonetheless,
C&E's turnover. This was largely due to the completion of BP achieved a turnover of $33.7 million for FY 2001/2002,
the Process Control, ESD & FGS systems for an FPSO and representing a 22% increase over FY 2000/2001. This
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The significant growth of the business can be largely
attributable to the entrepreneurial spirit of its
management.
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Chairman’s Message
growth was contributed mainly by new projects such as in revenue.
Crown Worldwide, Singapore Properties and C&P Holdings. Despite negative global economic factors influencing
However, gross profit margin was eroded from 29.7% of confidence in the IT industry, ESRI Australia managed to
FY 2000/2001 to 19.8% of FY 2001/2002 because of the meet its revenue target for the year under review. Despite
generally soft construction industry that was weakened marginally lower turnover, the after-tax profits of the
by excessive competitive pricing. After-tax profit achieved whole ESRI Group improved by a healthy 44% over FY
for FY 2001/2002 fell by 15% to $4.0 million (FY 2000/2001. The two major strategic projects, New South
2000/2001: $4.7 million). Wales Land and Property Information and South Australia
The property industry generally does not expect a robust Department of Human Services, launched during the year
rebound in FY 2002/2003 from the recession that would benefit future FY years. These new projects together
characterized FY 2001/2002 market conditions. However, with the market uptake of re-engineered software
its financial position is still strong to withstand a prolonged technology and the demand for leading GIS solutions
economic slowdown. Even as we are preparing this report, from existing and new market segments would comfortably
its turnover was boosted by news of better sales of plot help the Australia subsidiaries bring in better performance
7 at Ubi Avenue 1. in the coming year.
THE IT SEGMENT E-SOLUTIONS
Contributing 22% to the Group's turnover in FY The investments in Boustead.com and Michani were
2001/2002, the IT Segment grossed marginally lower consolidated into Boustead Solutions midway through FY
turnover in comparison with FY 2000/2001. Representing 2001/2002. The restructured Boustead Solutions will
the second largest of our business portfolio, the IT Segment t h e n c o n c e n t r a t e o n W i reless Applications and
provides the following areas of expertise:- Telecommunications in addition to the previous web-
* Geographic Information System ("GIS") hosting and e-commerce businesses. Business activities
* E-Solutions are abuzz with increased customers base and its outlook
* IT Education appears optimistic.
As the global internet related business slumped in 2001, Owing to the collapse of the internet-related businesses,
the Group's investment in a few new E-Solutions startup the Group’s investment plan for First GC had to be
businesses did not perform to expectation. In addition, abandoned and its losses included in the Group's operating
the anticipated significant contributions from the IT profits. But for the Group's investment in Maxamine,
Education business have yet to make a significant impact whose business showed signs of taking off, a provision
to the Group's turnover and profits in the year under of $2.9 million was made for the impairment in the value
review. of its investment.
Webcorrect commenced operations as a startup company
GIS (COMPRISING OF ESRI GROUP OF COMPANIES)
towards the end of FY 2000/2001. A substantial portion
Operations in Singapore and Malaysia demonstrated the of its loss of $193,000 for that year was attributed to
weak demand for the core technologies of ESRI and ERDAS business development cost. The IT/Internet meltdown in
in the soft economies of both countries. Revenue of the the latter half of 2001 together with the post September
ESRI South East Asia Group declined by about 15% from 11 dashed its prospects of recovering from its first-year
the previous year but through strict overhead and expense loss. With the resolution of the pricing issue with its
management its pre-tax profit of $413,097 represents a principal, Maxamine, Webcorrect's sales revenue improved
6.3% return on revenue. While our new setup in Indonesia in the 4th quarter of FY 2001/2002 and its up-trend is
improved steadily, political and economic instability expected to continue with an anticipated 4-fold jump in
dampened all attempts to achieve significant growth turnover.
6
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Chairman’s Message
Geometry started FY 2001/2002 on a robust footing, gradually increased to about 44%. With the completion
but subsequent slackening of revenues from a major of its restructuring during FY 2001/2002, its operating
project eroded its early performance. The post September losses had been contained and since such losses were
11 economic backlash and the lack of dedicated marketing anticipated when the acquisition was made, the impact
and development resources combined to undermine its on the Group was more then compensated by the negative
financial plan. In reaction to the worse-than-budget goodwill resulting from the acquisition.
performance, a new business plan was developed to
broaden and diversify Geometry's revenue base for the CURRENT YEAR PROSPECTS
FY 2002/2003.
As views on the extent of the global recovery from the
economic recession are mixed and the highly competitive
IT EDUCATION (BOUSTEAD INFORMATICS COLLEGE
(IN TIANJIN) trading conditions are here to stay, the Directors expect
In tandem with the continuous expansion of the Chinese FY 2002/2003 to be yet another difficult one. However,
economy, the college generated a 75% climb in revenues as further cost restructuring measures have been effected
for FY 2001/2002. But the marginal profit level did not by the Group, together with continuous search for
improve proportionately due to high inflation in China opportunities for inorganic growth, and the Group's
and efforts to enhance the image and standing of the expectation that the exceptional charges and share of the
college. As opportunity avails itself, the college will seek losses of the associated companies would not recur at
to strengthen its business for higher returns in the near the same significant level as in FY 2001/2002, the Directors
future. are cautiously optimistic that financial performance at the
attributable level for the current year FY 2002/2003 will
THE INVESTMENT SEGMENT improve.
Representing about 10% of the Group's turnover, this
segment's turnover during FY 2001/2002 plunged
I believe that we can
drastically. This was the result of the absence of the
contribution of the bakery business that was disposed in create shareholder value
FY 2000/2001 for strategic reasons.
GBI Realty Pte Ltd for which the Group held 30% equity, through enhancing our
incurred a after-tax loss of $ 11.6 million after incorporating
core competencies.
a $15.6 million write-down for impairment loss of its
development properties in Ubi Plot 7. This was necessary
in the light of the weak economy in Singapore and
Wong Fong Fui
excessive competitive pricing by property developers.
Chairman and Group Chief Executive Director
The Group's investment in EasyCall during the year was Boustead Singapore Limited
7
Brought to you by Global ReportsToday, the legacy of Edward Boustead
continues in areas and businesses that he
never dreamed were possible.
Brought to you by Global ReportsCorporate Profile
In 1828, a young Englishman by the name of Edward Boustead founded a
Company that has survived and grown through wars, riots and political upheavals,
the birth pangs of separation and successive periods of recession and buoyancy.
Trading in natural resources, spices, coconut, tobacco, tin, tea and silk were the
core businesses in the early days when Boustead's ships plied the China/Europe
routes.
Over the years, many names and brands became synonymous with the Company.
These included CADBURY's, JOHNNY WALKER, HENESSEY, THOMAS COOK amongst
others. The Company itself grew and prospered.
By the 1900's, the Company that had its roots in Singapore had spread its wings
all over South East Asia and Australia and eventually back to the mother country,
England.
Successive re-structuring resulted in the creation of separate entities in Malaysia,
UK and Singapore, carrying the same name, listed on their respective stock exchanges
and all major corporations in their own right. Today, the legacy of Edward Boustead
continues in areas and businesses that he never dreamed were possible.
EXCERPTS FROM BOUSTEAD’S HISTORY IN SINGAPORE
1930: Today's Supreme Court at the Esplanade stands on the site of Mr Edward
Boustead's house.
Mr Edward Boustead was instrumental in the construction of St. Andrew's
Cathedral, one of Singapore's great landmarks.
9
Brought to you by Global ReportsOur People
At the end of the day, it is the people that make the company. Boustead is proud to have
on its staff some of the best in their respective areas of expertise and chosen professions.
Hailing from many different countries e.g. China, Britain, India, Australia, America,
Malaysia, Singapore..., Boustead can truly claim to be a multi-national global employer.
OUR PEOPLE
W ong Fong Fui Nigel T A Pope
Chairman and Group Chief Executive Director, Boustead Quality Manager, Boustead International Heaters
Singapore Ltd Grad Inst NDT, FIAQP, EngTech, C&G(Welding)
B.E. (Chem. Eng.), University of New South Wales Over 30 years experience in welding, NDTand QA/QC, relative
Extensive experience in the oil & gas industry. Entrepreneur to heat transfer equipment for the petrochemicals industry.
with proven successes in diverse fields.
Dev Lodh
James Lim Jit Teng Director and General Manager, Controls & Electrics
Executive Director, Boustead Singapore Ltd B.Tech. (Hons.), Electrical Engineering
B.E. (Hons), M. Eng.Sc., P Eng. (S'pore), P. Eng. (M'sia), M.I.E.S, 33 years experience in the development and management
M.I.E.M. of instrumentation and process control businesses and projects
Over 30 years of experience in the building industry in New throughout South East Asia and South Asia.
Zealand, Australia, South East Asia, Middle East and China.
Prasun Chakraborty
Tong Weng Leong Senior Systems Manager, Controls & Electrics
Executive Director, Boustead Singapore Ltd B.Tech. (Hons.), Electronics & Telecommunications
B.A., University of Singapore; B.Sc. (Econs), University of 23 years experience in sales, IT and value added process
London control applications.
Possesses many years of experience as Executive Director of
public companies. Joseph Choo
Chief Executive Officer, W. H. Brennan
Loh Kai Keong Diploma in Production Engineering
Group Chief Financial Officer, Boustead Singapore Ltd and 24 years of diversified experience in Safety Applications and
EasyCall International Ltd the management of related businesses.
B.Acc., University of Singapore, Certified Public Accountant
Over 20 years of professional experience in audit, financial Mak Kwok Kee
and personnel management. General Manager, Flight Safety Division, W.H.Brennan
Post Graduate in Business Management
David W Miller Almost 10 years experience in Engineering & Quality Control.
Managing Director, Boustead International Heaters Focused on delivering value added services to customers.
HNC (Mech. Eng.)
36 years engineering experience within the fired heater Andrew Teo Thian Seng
business, a well known and respected figure in the industry Managing Director, Boustead Projects
worldwide. Heads the BIH team. B.Sc. (Building)
16 years with international organisation in Design and Build
David C Champneys projects as Senior Director in charge of marketing and project
Process Engineering Director, Boustead International Heaters management.
M.Eng.(Hons.), C.Eng., M.I. Chem. E.
13 years experience in the design of fired heaters. Has worked Ngo Wu Ping
for both fired heater suppliers and engineering contractors. Director, Boustead Projects
B.Sc. (Civil), P. E. (S'pore), P. E. (M'sia)
Edward T Watters Over 25 years experience in new township development
Consultant, ISO Nominated "UK Expert", Boustead International infrastructure planning, design and construction. Construction
Heaters planning and management of general building works.
C.Eng., M.I. Mech. E.
Member, ISO Working Group on fired heaters. Over 30 years
experience in the design of fired heaters.
10
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James M Durana Michelle Martin
Group Managing Director, Boustead Group of IT Companies Manager, Client Services Centre, ESRI Australia
Has been part of the Boustead Group for more than 10 years, Has been with ESRI Australia for 3 years. This Centre is very
managing several of its technology companies. customer focused, handling many tasks towards giving total
customers satisfaction.
Brett Bundock
Chief Executive Officer, ESRI Australia Dato A. Majid
Has been with the Group for 14 years, holding various President, ESRI South Asia (Singapore and Malaysia)
management positions in the Australian and South Asian GIS Responsible for strategic business development across the
businesses. full geographic territory of ESRI South Asia.
Tino Delbourgo Dean Rogers
Systems Analyst, ESRI Australia Chief Executive Officer, WebCorrect
Has been with the Group for 6 years, specialising in Land Manages the business in Australia and Asia for WebCorrect
Information Systems and Automated System Modelling. products such as the award-winning web knowledge software
Manages the Integrated Land Information System project developed by Maxamine, Inc.
that has been developed for Australia's Northern Territory
Government. Mak Kok Meng
Director, Boustead Solutions
More than 13 years of experience as a consultant for oil, gas
and financial institutions covering IT and engineering
businesses.
INTERNATIONAL NETWORK
Boustead Group Companies or Subsidiaries Boustead Process Engineering, Control & IT Installation
11
Brought to you by Global ReportsEngineering
GLOBAL ENGINEERING EXPERTISE
B.I.H C&E W.H. Brennan Boustead Projects
Process Control
Fire Safety
Direct Fired Process Fire & Gas Safety Electric Machines Project Management
Aviation Safety
Heaters Systems Motors Design & Build
Marine Safety
Design & Build Terminal Automation Soft Starters Construction Services
Marine Electronics
Test & Calibration
Over 2,500 installations worldwide testify to Boustead's global presence in the process and engineering industry
ranging from direct fired process heaters in Venezuela to emergency shutdown systems for FPSOs located on the Ivory
Coast to vessels plying the oceans to industrial parks in Singapore, Malaysia and China.
GLOBAL ENGINEERING
WH BRENNAN BOUSTEAD PROJECTS BOUSTEAD HEATERS CONTROLS & ELECTRICS
GLOBAL OIL AND GAS CUSTOMERS
Shell Raytheon PNOC FluorDaniel/Petrolera
BP Foster Wheeler Sincor Ameriven
Unocal Schlumberger Bariven Pertamina
Texaco Simon Carves Nerefco Petronas
NIOC Prosafe Production Thai Petrochem SBM
ONGC Merpro UK Lurgi/BASF Exxon-Mobil
Petrobras PCS Kvaerner/Lyondell
OIL & GAS INDUSTRY
Our international clientele includes major upstream and downstream oil and gas companies. Equipment and services
provided include direct fired process heaters, well head control systems, terminal automation systems, marine & offshore
safety equipment, ESD systems and Fire & Gas Detection Systems.
12
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OTHER INDUSTRIES
Other industries served include power generation, water treatment, geothermal
steam, electronics, food, electronics, heating and ventilation.
INTERNATIONAL COVERAGE
More than 2,500 installations in the oil & gas industry currently use a product,
system or service supplied by Boustead. This is in addition to the thousands of
marine vessels and aircraft where we play a crucial role in ensuring human and
plant safety.
With a network of wholly owned or controlled subsidiaries in Singapore, UK,
Spain, USA, China and Australia, Boustead Singapore has embarked on a path
of globalisation of its core businesses with a clear vision for the future. The civil
engineering and construction capability of Boustead Projects synergises with
other engineering disciplines and enables the Group to undertake turnkey projects
for the building and process industry.
The following pages highlight individual companies in the Boustead Engineering
group which design and implement these products and systems.
BOUSTEAD INTERNATIONAL HEATERS (BIH)
Boustead International Heaters Ltd (BIH) has now established itself as one of
the leading worldwide specialist companies in the design and supply of direct
fired process heaters and waste heat recovery units to the oil, gas and
petrochemical industries. BIH's proven global engineering capability of providing
quality products within challenging schedule requirements coupled with its ability
to design specifically to meet the process and mechanical requirements of each
individual client and project has led to its continued success and growth. BIH's
experience in using local materials and labour is paramount to the company's
success.
The use of the latest computer aided design and 3-D software enables short
turnaround for issue of drawings and hence commencement of fabrication. This
also gives clients a better visual picture of the scope for ergonomic considerations.
BIH's global sales force has continued to develop new markets which include
Azerbaijan, Vietnam, Algeria and Qatar to our list of sites for BIH equipment.
The South American market continues to grow and BIH through its professional
approach and expertise in its specialised field are building on this and have now
been approved by Petrobras, the state oil company in Brazil.
13
Brought to you by Global ReportsBIH boasts a proud tradition of excellence in fired heater
design and implementation.
Brought to you by Global ReportsEngineering
BIH have received a further prestigious order for the supply of Waste Heat
Recovery Units for a high profile project in Algeria. This order includes the design
and supply of the complete unit from discharge of the turbine and includes
silencer, diverter damper, duct burner with automated controls as well as the
heat transfer coils and main and by-pass stacks.
This increase in market exposure has led to increased revenue and hence
profits. This has not only been generated by the supply of new equipment but
our recognised expertise in providing study work and process design support
for existing equipment to our worldwide list of international clients.
CONTROLS & ELECTRICS
Controls & Electrics, or C & E, which commenced operations in 1988, as a
division of Boustead Services Pte Ltd is involved in electric machines and Real
Time Process Control System Design and Implementation for Process Industries.
Now known as Controls & Electrics Pte Ltd, the company’s primary strength is
the ability to deliver solutions tailored to meet our customers' specific needs.
The significant growth of the business can be largely attributable to the
entrepreneurial spirit of its management. The enviable track record that has been
built up over the years represents many years of hard work and perseverance
which is representative of the Singapore spirit.
C & E Services
• Detailed Engineering
• Application Software Development
• System Integration
• Simulated Testing
• Site Testing & Commissioning
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ENGINEERED PRODUCTS SPECIAL APPLICATIONS
• Custody Transfer
• DCS/PLC Based Control Systems
• Emergency Shutdown
• Well Head Control Systems
• Fire & Gas Detection
• ESD/Fire & Gas Systems
• Pipeline Leak Detection
• Terminal Automation Systems
• Alarm Systems
• Test & Calibration Equipment
• Tank Truck/Marine/Aircraft Loading Systems
• Alarm Systems
• Burner Management Systems
CONTROL HARDWARE EXPERTISE
Motors, Soft-starters, drives and associated controls
• Siemens-Moore APACS
are an integral part of C & E's business. Reputed as a
• QUADLOG (TUV AK6)
"premium" product supplier, C & E stocks, sells, supplies
• Siemens S5/S7 plcs
and services Brook- Crompton motors in Singapore.
• Allen-Bradley PLC5.SLC
C & E specialises in the design and implementation
• Modicon 984
of simple as well as complex control systems. Project
• Many Others
sizes range from less than $100,000 with as few as 200
I/O to several million dollars with 20,000 real I/O. HMI & OTHER SOFTWARE EXPERTISE
Customers span the entire South and S.E.Asian region.
• Genesis
Systems engineered and supplied by the Company are
• Process Suite
used on FPSOs and production platforms in India,
• Wonderware
Vietnam, Angola, and Africa. Landbased customers
• Fix
include international heavyweights such as Shell, Exxon,
• AIMAX
Unocal and U.S. Filters.
• Oracle
Long standing relationships with suppliers such as
• SQL
Moore (now SIEMENS), BROOK and ACROMAG ensure
a steady supply and availability of hardware required While C & E has its wide ranging clientele, its
for the systems we deliver. As our first priority is always capabilities synergise and mesh seamlessly with BIH
the customer, hardware/software selection is always process know-how. Being at the heart of process
based on the "most appropriate for application" criteria. automation and safety, it also provides a springboard
for greater integration of group capabilities.
PROCESS CONTROL EXPERTISE For fire and gas detection and control, C & E provides
the top levels of Emergency Shutdown and F&G systems
• Oil & Gas Production
which detect hazardous levels of gas or fire and activate
• Burner Management
the total flooding or clean agent extinguishing systems
• Water & Sewage Treatment
supplied by W H Brennan - a member of the Boustead
• Boilers
Group of Companies.
• Geothermal Steam Generation
• Food Processing
• Synthetic Fibre Production
• Tank Farms
16
Brought to you by Global ReportsBeing at the heart of process automation and safety,
it also provides a springboard for greater integration
of group capabilities.
Brought to you by Global ReportsEngineering
W.H. BRENNAN & CO. PTE LTD
W H Brennan is well known in the market as a leader in safety equipment. The
company and its subsidiaries have a total strength of 130 employees. Located in
Loyang Industrial Estate, Brennan's integrated workshop of 2,180 sq mtrs of built-
in working area is well equipped with up-to-date equipment, facilities and quality
assurance systems. The facilities are approved by USA/DOT, USA/FAA, USCG, CAAS,
FSB and all major classification societies and civil aviation authorities.
FLIGHT SAFETY DIVISION
W H Brennan is the leading repair and overhaul facility in Asia Pacific to provide
re-certification services on fire extinguishers, emergency evacuation systems and
oxygen systems to airlines, maintenance facilities and operators in the region. It
has recently acquired new capabilities on the overhaul of servo actuators for the
following Bell helicoptors.
• Bell 205
• Bell 206
• Bell 212
• Bell 412
The Division will be embarking on regional expansion programmes to East Asia
and other Asean countries.
The other divisions in Brennan are as follow:
MARINE SAFETY DIVISION
W H Brennan is the authorised distributor and servicing centre for a wide range
of marine life saving appliances.
FIRE SAFETY DIVISION
This division supplies and services fire protection systems for hazardous areas
and consultancy on FM requirements to owners of factories and oil and gas
installations.
MARINE ELECTRONICS DIVISION
This division supplies and services marine electronics equipment.
DEFENCE & SECURITY DIVISION
WH Brennan is the supply and commissioning agent of defence and security
related equipment.
WH Brennan has a subsidiary in New Zealand which manufactures leisure inflatable
boats; a subsidiary in Johor which services marine life saving appliances; and a
representative office in Shanghai which is engaged in the sale of marine life saving
appliances.
18
Brought to you by Global ReportsBP has successfully managed and delivered many
quality projects to clients from various industries from
whom Letters of Commendation were received.
Brought to you by Global ReportsEngineering
Boustead Projects Pte Ltd (BP) offers Project Management services and Design
and Build expertise thus facilitating and provide innovative and total solutions to
industrialists planning to build new Industrial facilities and refurbishments and/or
embark on any expansion program in their business.
BP specializes in the following:
- INDUSTRIAL FACILITIES IN THE FOLLOWING SECTORS
• Aviation Industries
• Electronics Manufacturing
• General Manufacturing
• Logistics / Warehousing Industries
• Chemical Industries
• Food Industries
- INDUSTRIAL DEVELOPMENT
- INDUSTRIAL BUILD AND LEASE BACK ARRANGEMENT
- CLEANROOM FACILITIES
BP's corporate philosophy is to provide maximum value to our clients. Our services
include but not limited to:-
- Financial and Project feasibility studies
- Sourcing for land
- Innovative Concept Design on:
• Architecture
• Structural
• Space Planning
• Mechanical & Electrical Services
- Upfront Realistic Budget Estimate
- Cost Planning
- Fast Track Design and Construction Programme
- Value Engineering
BP has successfully managed and delivered many quality projects to clients from
various industries from whom Letters of Commendation were received. BP's
achievement of BS EN ISO 9001 accreditation for Design and Build of General
Building is a further testimony to it's commitment to deliver quality work and
management to our clients both domestically and internationally.
20
Brought to you by Global ReportsInformation Technology
INFORMATION TECHNOLOGY
ESRI ERDAS Boustead
GEOMETRY W ebCORRECT Ek Boustead MAXAMINE
Group INDIA Solutions
ERSI SOUTH ASIA SINGAPORE ERSI SOUTH ASIA MALAYSIA ERSI AUSTRALIA
PREVALENT TECHNOLOGIES
Prevalent Technologies is an I-Spatial solutions provider. Through its group of vertically integrated subsidiary and
partner technology companies, Prevalent Technologies provides broad range of products, applications, services and
total spatial solution propositions. Prevalent Technologies software, services and solutions are designed to address the
needs of, and transform an enterprise through the utilisation of Extranet, Intranet, and the Internet as information
distribution platforms. All Prevalent Technologies I-Spatial solutions can be implemented for access through either
wired or wireless networks.
Prevalent Technologies is a soft technology company with a strong regional presence in the Asia/Pacific region.
Prevalent Technologies has subsidiary operations in Australia, India, Indonesia, Malaysia, Singapore and the United
States. Operations in the Asia/Pacific region have been active since 1980 and have experienced considerable growth
with the emergence of spatial technologies within the IT mainstream. Prevalent Technologies companies have more
than 12,000 users throughout the Asia/Pacific region.
Wireless E-911
Travel
Police & Corrections Location
Directions
Sheriffs Sensitive Billing
gis Locations
Customer
Relationship
gis Field Force
Automation
Management
Parole & Criminal Asset Tracking
Probation Justice Traffic Information
Telecommunications
BOUSTEAD'S IT CUSTOMERS
Piedemco Land CALTEX
CenterLink ANZ Bank
Pertamina TELSTRA
Department of Lands,Planning and Enviroment Alinta Gas
PLUS Highway Authority Pioneer Concrete
Civil Aviation Authority Occidental
Singapore Cable Vision PT Telkom
National Remote Sensing Agency ENERGEX
Singapore Telecommunications Brunei Shell
21
Brought to you by Global ReportsPrevalent Technology relies on a set of core technologies for
all product and solution offerings. These core technologies are
world leaders within their niche domains.
Brought to you by Global ReportsInformation Technology
SPATIAL TECHNOLOGIES MAXAMINE
Today, spatial information (information related to Maxamine's award-winning products define the new
location) is able to deliver a depth of information that generation of fully scalable, dynamic olutions for Web
allows complex analysis and creation of knowledge. infrastructure analysis, customer experience
Computer-ready, digitised spatial information can be management, knowledge management and total site
in the form of two-dimensional maps and illustrations, quality control. Knowledge about Web infrastructure
or three-dimensional models, all of which can be readily and customer behaviour defines the next step in online
integrated with word-processing files and databases. It business processes. Maxamine users gain unparalleled
is also capable of incorporating data describing business advantage through management of their online
traditional geographic objects and presenting solutions business as a strategic asset. Maxamine, discovers, then
for spatial problems such as transport network delivers full information and visualisation of a Web site's
congestion. Recent innovative spatial information logical structure, thus enabling rapid evolution of
solutions have also involved the management of data actionable content for revenue generation and superior
associated with a range of applications not normally customer service.
seen as using spatial information.
Additionally, the ability to leverage and integrate a
corporation's various data sources and processes and Products Order
deliver them to the consumer via an integrated Web
site has given rise to the new world of e-business and
has offered companies the potential to reach to millions
of connected consumers.
Prevalent Technologies relies on a set of core
technologies for all product and solution offerings.
Contact Index
These core technologies are world leaders within their
niche domains.
Form - prod
CORE TECHNOLOGIES
ESRI
PRODUCTS
ESRI is the world's leading supplier of geographic
ARCGIS, (GIS)
information systems (GIS) and mapping software. ESRI
licenses the most extensive suite of spatial technology An advanced integrated geographic information
products ranging from free downloadable Internet map system, (GIS) consisting of three key parts; desktop
browsers to missioncritical integrated GIS solutions. software, an interface for managing geodatabases in
a database management system, and an Internet based
LEICA/ERDAS
component for distributing data and services.
LEICA/ERDAS is the world's leading provider of
IMAGINE
geographic imaging solutions. The company's products
and related services help organisations visualise, IMAGINE Professional contains the latest, most
manipulate, analyse, measure, and integrate any type sophisticated tools for remote sensing and complex
of geographic imagery and geospatial information into analyses. IMAGINE Professional's innovative method of
2D and 3D environments. processing data for quick image testing and modelling
23
Brought to you by Global ReportsInformation Technology
allows the user to automatically and quickly generate broad land use maps.
IMAGINE Professional contains all of the capabilities of IMAGINE Essentials and
IMAGINE Advantage, plus radar analysis and advanced classification tools. It also
includes graphical spatial data modelling, a unique capability to analyse geographic
data.
MAXAMINE KNOWLEDGE PLATFORM
Maxamine Knowledge Platform measures the quality of quantitative site metrics.
At the managerial level, these quantitative metrics translate into visitor's accessibility
of the website, company's image, market visibility of the website and visitor
retention within the website. At the technical level, it identifies potential
problems within a website for rectification.
STEREO EDITOR
Stereo Editor is an ArcMap Extension that enables seamless integration between
SOCETSET Softcopy Photogrammetry and ArcGIS 8.2 by ESRI. Stereo Editor extends
the ArcMap Editing environment into the Stereo Viewport allowing easy intuitive
edit and update of spatial data residing in a Shape Files, Personal Geodatabases
or Multi-User Geodatabases.
TARGET INDUSTRY SECTORS AND LEADING ENTERPRISES THAT ARE EARLY
ADOPTERS OF TECHNOLOGY
Through our extensive user base, we can make unique and proprietary
determinations of market trends, needs and requirements. This existing client
base extends across a broad range of Asia/ Pacific regional government
organisations and private enterprises including Australia, Bangladesh, Brunei,
India, Indonesia, Malaysia and Singapore. Our business relationships
provide us insights into global trends to:
• Increase market penetration rapidly and establish a dominant market share.
• Leverage mobility and development expertise of our professional servcies
group.
• Target our extensive user base.
REVENUE
As a vertically integrated solutions provider, Prevalent Technologies has multiple
revenue streams at each layer of operations. Each business layer provides potential
revenue sources:
• Software sales and distribution.
• Software sales related services - consulting, training and installation.
• Application design, development, operation and related services.
• Operations and maintenance.
24
Brought to you by Global ReportsInformation Technology
Boustead Solutions currently focuses in Wireless Applications and Telecommunications
businesses. It combines the extensive industry domain expertise of the Boustead Group with
innovative IT solutions to provide customers with end-to-end integrated IT & Engineering
solutions in the following industries:
• Emergency Services
• Logistics
• Telecommunications
• Oil & Gas
TELECOMMUNICATIONS
Boustead Solutions provides services such as:
• Voice/Data Re-filing - Wholesale Services
• International Point-to-Point Leased Circuit Services
WIRELESS APPLICATIONS
Boustead Solutions uniquely combines industry process of data capture, information
analysis, response activation and effect assessments to produce Command, Control &
Communication (C3) Systems, such as:
• Asset Resource Tracking & Monitoring
• Emergency Management
• Mapping & Real World Digital Visualization
• Telemetric
We implement large screen tiled wall display systems for information display in 24 hours by
7 days applications.
Our products are integrated in ...
• Command & Control Centers
• Network Operations Centers
• Broadcast Master Control Rooms
• Multi-media Board Rooms
Our solutions are used by ...
• Emergency Services, Telecom, Transportation, Power, Gas & Water Utility Companies.
25
Brought to you by Global ReportsThis serves as an important link for exports to US,
Europe and other parts of the world.
Brought to you by Global ReportsINVESTMENTS
PROPERTY provide door-to-door local distribution to meet the
requirements of its clients.
We have a 30% stake in GBI Realty Pte Ltd, the
developer of the Boustead Industrial Park along the
FOOD
PIE. This prime industrial site when completed would
Our subsidiary Sushi Deli Pte Ltd is a specialised
generate nearly 1.5 million square feet space for
lifestyle F&B retailer, wholesaler and caterer in
light industrial use. 60% of the development is mostly
Singapore marketed under various brands:
complete.
In addition, we own almost 2 floors of Boustead • "Sushi Deli" is a chain of sushi bar counters which
House in the Boustead Industrial Park mainly for the makes sushi available over the counters. They allow
use of the Group companies. Unused building space customers to pick and mix fresh sushi in a
is rented out. convenient and informal manner.
LOGISTICS • "Jollybean" sells freshly brewed soya bean milk and
pancakes. This is the drink and snack concept.
Our investments in logistics comprise PT SMAC in
Indonesia and Batam Logistics Pte Ltd in Singapore. • "Sushi Jyo" is a chain of restaurants offering
PT SMAC, an aviation company, currently operates authentic Japanese cuisine served on a conveyor
chartered flight services in North Sumatra and to belt, in trendy ambience.
other parts of Indonesia in addition to daily air cargo • "Jollibean Express" uses a unique blend of the high
services between Batam and Singapore. This serves quality soyabean milk to fuse with freshly brewed
as an important link for exports to US, Europe and genuine tea leaves, offering over 60 exciting
other parts of the world. flavours.
We hold a 96% stake in PT SMAC's principal
• “ Padi’s Nasi Padang” is a family restaurant serving
representative, Batam Logistics Pte Ltd. The subsidiary
fine traditional Malay cuisine, set in a casual and
p rovides door-to-door services for shippers of
comfortable ambience.
electronic components. Batam Logistics, with offices
in Singapore and Batam, owns a fleet of trucks to
27
Brought to you by Global ReportsFinancial Review
BOUSTEAD SINGAPORE LIMITED AND SUBSIDIARY COMPANIES
Financial Record
Year ended
31-Mar-02 31-Mar-01 31-Mar-00 31-Mar-99 31-Mar-98
$'000 $'000 $'000 $'000 $'000
Turnover and Profits
Turnover 130,338 119,724 131,910 113,503 104,493
Profit before taxation (869) 7,994 10,591 6,520 7,333
Profit after taxation (3,305) 5,622 6,371 3,526 3,876
Profit after taxation and minority
interest before extraordinary items (5,325) 3,305 2,815 70 1,285
Dividends - - (495) (251) (503)
Profit/(Loss) retained (5,325) 3,305 2,320 (181) 782
Balance Sheet
Shareholders' equity 45,147 50,415 44,223 31,691 31,468
Minority interests 6,118 6,682 5,592 5,217 3,453
Capital Employed 51,265 57,097 49,815 36,908 34,921
Fixed assets 18,655 18,251 25,360 15,835 13,688
Associated companies 26,039 19,323 19,292 16,892 17,070
Other investments 1,916 8,861 2,521 2,521 2,471
Net deferred assets/(liabilities) (1,406) (763) 202 60 (38)
Net assets 6,061 11,425 2,440 1,600 1,730
Assets Employed 51,265 57,097 49,815 36,908 34,921
Financial Statistics
Operating profit over turnover (%) (0.7) 6.7 8.0 5.7 7.0
Return on shareholders' equity
(note 1) (%) (11.8) 6.6 6.4 0.2 4.1
Gross dividend per share (cents) - - 0.375 1.0 2.0
Note 2a Note 2b Note 2b
Dividend cover (times) - - 5.7 0.3 2.6
Basic earnings per share (cents) (2.9) 1.9 1.7 0.2 3.8
Note 2a,3b Note 2a,3b Note 2a, 3a Note 2b, 3b Note 2b, 3b
Net tangible assets backing
per share (note 4) ($) 0.24 0.26 0.23 0.87 0.90
Note 2a Note 2a Note 2a Note 2b Note 2b
Notes:
1. Based on Profit after taxation and minority interests but before extraordinary items over shareholders' equity
2a. Based on par value of $0.25 per share
2b. Based on par value of $1.00 per share
3a. Calculated by dividing Profit after taxation and minority interests but before extraordinary items with the weighted average number of shares in issue during
that financial year ended 31 March after adjusting for the rights issue and the shares split
3b. Calculated by dividing Profit after taxation and minority interests but before extraordinary items with the weighted average number of shares in issue
during that financial year ended 31 March
4. Based on shareholders' equity less the Group's share of intangible assets divided by the number of shares in issue at the end of the financial year.
28
Brought to you by Global ReportsCorporate Information
DIRECTORS
Wong Fong Fui (Chairman & Group Chief Executive Director)
Saiman Ernawan (Deputy Chairman)
James Lim Jit Teng (Executive Director)
Tong Weng Leong (Executive Director)
Wong Heng Chong
Chong Ngien Cheong
Yap Neng Chew
John Lim Kok Min
Godfrey Ernest Scotchbrook
SHARE REGISTRAR
Lim Associates (Pte) Ltd
10 Collyer Quay #19-08 Ocean Building
Singapore 049315
AUDITORS
Ernst & Young
AUDIT PARTNER
Yen Heng Fook
PRINCIPAL BANKERS
The Development Bank of Singapore Ltd
Overseas Union Bank Limited
Malayan Banking Berhad
The Bank of East Asia Limited
Overseas Chinese Banking Corporation Limited
RHB Bank Berhad
AUDIT COMMITTEE
Yap Neng Chew (Chairman)
Wong Heng Chong
John Lim Kok Min
PLACE OF INCOPORATION
Singapore
DATE OF INCORPORATION
18 June 1975
SECRETARY
Alvin Kok
COMPANY REGISTRATION
197501036K
REGISTERED OFFICE
63 Ubi Avenue 1
#06-01 Boustead House
Singapore 408937
STOCK EXCHANGE LISTING
Singapore Exchange Securities Trading Limited
Brought to you by Global ReportsFinancial Contents
Directors' Report 30 Report on Corporate Governance 40 Statement by Directors 42 Auditor's
Report 43 Profit and Loss Accounts 44 Balance Sheets 45 Statements of Changes in Equity 46
Consolidated Statement of Cash Flows 48 Notes to the Financial Statements 50 Management
and Principal Activities 84 Statistics of Shareholdings 87 Statistics of Warrantholdings 88 Notice
of Annual General Meeting 89 Proxy Form
Brought to you by Global ReportsFinancial Report
Directors’ Report
The directors present their report together with the audited financial statements of the Company and of the Group for the year ended
31 March 2002.
Directors
The directors in office at the date of this report are:-
Wong Fong Fui (Chairman, Group Chief Executive Director)
Saiman Ernawan (Deputy Chairman)
James Lim Jit Teng
Tong Weng Leong
Wong Heng Chong
Chong Ngien Cheong
Yap Neng Chew
John Lim Kok Min
Godfrey Ernest Scotchbrook
In accordance with Article 87 of the Company’s Articles of Association, Mr. Saiman Ernawan and Mr. John Lim Kok Min retire by rotation
at the forthcoming Annual General Meeting and, being eligible, have offered themselves for re-election.
Mr. Yap Neng Chew, who is due to retire from the Board pursuant to S153(2) of the Companies Act, Cap. 50, has given notice that he
will not be seeking re-appointment as a director at the Company’s forthcoming Annual General Meeting. As a consequence, Mr. Yap will
be relinquishing his position as Chairman of the Audit Committee at the date of the Annual General Meeting.
Mr. John Lim, an existing member of the Audit Committee, if re-elected, will on the date of the Annual General Meeting, assume the
position of the Chairman of the Audit Committee. Mr. Lim will be considered as an independent director. The Board intends to nominate
Mr. Chong Ngien Cheong, who will be considered an independent director, to fill up the vacancy in the Audit Committee resulting from
the retirement of Mr. Yap.
The directors recommend for the approval of shareholders that a sum of $150,000 (2001 : $150,000) be paid as directors’ fees for the
year ended 31 March 2002.
Principal activities
During the financial year under review, the principal activity of the Company is that of investment holding. The principal activities of the
subsidiary companies are the provision of Information Technology, Engineering and Investment activities. The details of these activities
are set out in Note 32 of these financial statements.
There have been no significant changes in the nature of these activities during the financial year.
Results for the financial year
The results of the operations of the Company and of the Group for the financial year under review were as follows :-
Group Company
$’000 $’000
Loss before taxation and minority interest (869) (4,008)
Taxation (2,436) (342)
Loss after taxation and before minority interest (3,305) (4,350)
Minority interest, net of taxation (2,020) –
Loss attributable to shareholders (5,325) (4,350)
30
Brought to you by Global ReportsFinancial Report
Directors’ Report
Material movements in reserves and provisions
There have been no material transfers to or from provisions during the financial year except for normal amounts set aside for depreciation
of fixed assets, amortisation of intangible assets, provisions for doubtful debts, current and deferred taxation as disclosed in the financial
statements.
Details of movements in reserves are shown in the Statements of Changes in Equity.
Dividends
No dividend has been paid or recommended to be paid in respect of the financial year under review.
Acquisition and disposal of subsidiary and associated companies
Except as disclosed below, the Company did not acquire or dispose of any subsidiary and associated companies during the
financial year :-
(i) On 4 April 2001, the Company purchased 450,000 ordinary shares of S$1 each in W.H. Brennan & Company Pte Ltd (“Brennan”)
from the minority shareholder, representing the remaining 15% of the issued capital of Brennan at a cash consideration of
S$898,810.
(ii) On 4 April 2001, the Company purchased 150,000 ordinary shares of S$1 each in Associated Technical Services Pte Ltd (“ATS”)
from the minority shareholder representing the remaining 15% of the issued capital of ATS at a cash consideration of S$122,733.
(iii) On 17 April 2001, the Company entered into a conditional agreement for the Company and its nominee to purchase 103,283,132
ordinary shares of A$0.01 each in Easycall International Limited (“Easycall”) which represented approximately 45.2% of the
issued and paid up capital. At completion date, the Company held 91,005,132 (39.8%) Easycall shares and the remaining
12,278,000 (5.4%) Easycall shares were held by non-related third parties procured by the Company.
On 8 May 2001, the Company completed its acquisition of 91,005,132 ordinary shares of A$0.01 each in Easycall representing
39.8% of the issued capital of Easycall for a total cash consideration of approximately A$7.01 million (approximately S$6.2
million). Between 7 December 2001 and 25 March 2002, the Company purchased an additional 11,587,603 ordinary shares of
A$0.01 each in Easycall, representing 5.07% of the issued capital of Easycall for a total cash consideration of approximately
A$920,700 (approximately S$884,000). As at 31 March 2002, the Company holds an aggregate of 102,592,735 (44.87%)
ordinary shares in Easycall.
(iv) On 19 November 2001, the Company sold 1,245,000 ordinary shares of S$1 each, representing 24.9% of the issued share
capital of Boustead Projects Pte Ltd (“Projects”) to a wholly-owned subsidiary, Boustead Services Pte Ltd for a cash consideration
of S$2,468,892.
(v) On 14 December 2001, the Company purchased 7,000 ordinary shares of S$1 each in ESRI South Asia Pte Ltd (“ESRI SA”)
representing 1% of the issued share capital of ESRI SA at a cash consideration of S$42,293.
(vi) On 14 December 2001, the Company purchased 3,000 ordinary shares of A$1 each in Geographic Business Systems Pty Ltd
(“GBS”) representing 1 % of the issued share capital of GBS at a nominal consideration of S$1.
(vii) On 20 December 2001, Prevalent Technologies Pte Ltd sold its holding of 100,000 ordinary shares of S$1 each in Boustead
Solutions Pte Ltd (“Solutions”) (formerly known as Michani Pte Ltd) to the Company at a cash consideration of S$1. Subsequent
to the sale, Solutions increased its issued and paid-up capital from 100,000 to 1,000,000 by an issue of 900,000 ordinary shares
of S$1 each, at par by way of capitalisation of loans from the Company to Solutions to enlarge the capital base.
(viii) On 31 December 2001, the Company sold 200,000 ordinary shares of S$1 each in Solutions representing 20% of the issued
share capital of Solutions to the Managing Director of Solutions at a cash consideration of S$1.
31
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