Jaya Holdings Annual Report 2011

A
JAYA HOLDINGS LIMITED
CORPORATE MISSION STATEMENT
A commitment to quality and integrity in all aspects of our business equipment, service and customer relationships. A c o nst ant d ri v e t o s atis f y o ur customers, while always being mindful of our responsibility to our shareholders, employees and the community.
CONTENTS
1 4 5 6 10 13 14 22 28
FINANCIAL HIGHLIGHTS CORPORATE INFORMATION CORPORATE GROUP STRUCTURE CHAIRMANS STATEMENT BOARD OF DIRECTORS KEY EXECUTIVES REVIEW OF OPERATIONS CORPORATE GOVERNANCE STATUTORY AND FINANCIAL REPORTS
JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011
FINANCIAL HIGHLIGHTS
GROUP REVENUE ($000)

400,000 357,063 350,000 307,638 300,000 263,171 250,000 200,000 150,000 100,000 50,000 0.00 FY07 FY08 FY09 FY10 FY11 127,401 307,164
PROFIT ATTRIBUTABLE TO SHAREHOLDERS ($000)

160,000 140,000 120,000 100,000 83,806 80,000 60,000 40,000 20,000 0.00 FY07 FY08 FY09 FY10 FY11 1,195 149,750 120,774 103,715
EARNINGS PER SHARE (CENTS)

25.00
NET ASSET BACKING PER ORDINARY SHARE (CENTS)

80.00 72.49 70.00 62.06 60.00 56.83 49.10 48.64
20.00 15.80 15.00
19.43
50.00 13.44 40.00 10.86 30.00 20.00 0.15 10.00 0.00 FY07 FY08 FY09 FY10 FY11
10.00
5.00
0.00
FY07
FY08
FY09
FY10
FY11
TOTAL ASSETS ($000)

1,200,000 992,144 858,702 800,000 601,285 600,000 1,005,058 977,280
SHAREHOLDERS FUND ($000)

600,000 478,884 438,504 377,743 375,383 559,426
1,000,000
500,000 400,000
300,000
400,000
200,000
200,000 0.00 FY07 FY08 FY09 FY10 FY11
100,000 0.00 FY07 FY08 FY09 FY10 FY11
TOTAL ASSETS OWNED ($ MILLION)
1,200
1,000
800
600
400
200
0 2007 2008 2009 2010 2011
Fixed deposits and cash balances Trade receivables and others Stocks and work-in-progress Investments Fixed assets Intangible assets Total
29 73 176 28 295 0 601
20 202 192 30 404 11 859
102 98 384 7 397 4 992
209 144 270 7 375 0 1,005
231 77 274 7 388 0 977
Group total assets of $977 million at 30 June 2011 were $28 million or 3% lower than the previous financial year. Fixed assets increased as a result of more vessels being added to the charter fleet during the year. Trade receivables and others were lower mainly due to customers paid down their outstanding accounts and reclassification of project costs from prepayments to work-in-progress as projects commenced during the financial year 2011. Stocks and work-in-progress remained at the same level. New projects commenced during the year and completed vessels were delivered to customers and added to its charter fleet during the year. Group net cash of $231 million at 30 June 2011 was $22 million or 11% higher than the previous financial year-end.
TOTAL LIABILITIES AND SHAREHOLDERS FUNDS ($ MILLION)

1,200
1,000
800
600
400
200
0 2007 2008 2009 2010 2011
Shareholders fund Other liabilities Bank borrowings Trade payables and accruals Non-controlling interests Total
378 78 31 114 0 601
439 96 204 120 0 859
375 133 370 114 0 992
479 113 360 53 0 1,005
559 55 319 44 0 977
Group shareholders funds increased from $479 million at 30 June 2010 to $559 million at 30 June 2011. The increase was attributable to retained profits for the year. Group total liabilities of $418 million at 30 June 2011 were $108 million or 21% lower than the previous financial year of $526 million. The Groups provision for cancellation and impairment charges reduced substantially after it has successfully completed the negotiations with certain key vendors. Trade payables and accruals reduced by $9 million as the Group paid down its accounts payables.
GROUP RESULTS FOR THE PAST FIVE FINANCIAL YEARS

Financial Year Ended 30 June Group revenue Profit before tax Profit attributable to shareholders Earnings per share (cents) Net asset backing per ordinary share (cents) Total assets Shareholders fund 2007 $000 307,638 135,125 120,774 15.80 49.10 601,285 377,743 2008 $000 307,164 168,948 149,750 19.43 56.83 858,702 438,504 2009 $000 263,171 8,138 1,195 0.15 48.64 992,144 375,383 2010 $000 357,063 122,351 103,715 13.44 62.06 1,005,058 478,884 2011 $000 127,401 101,118 83,806 10.86 72.49 977,280 559,426
CORPORATE INFORMATION
BOARD OF DIRECTORS
Stephen Le Ee Boon (Chairman) Chan Mun Lye (Chief Executive Officer) Maria Chang (Non-Executive Director) Craig J. Gilbert (Non-Executive Director) Lim Jiew Keng (Independent Director) Liow Keng Teck (Independent Director) Goon Kok Loon (Independent Director) Cosimo Borrelli (Independent Director)
SHARE REGISTRAR
Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 Telephone: (65) 6536 5355 Facsimile : (65) 6536 1360
EXECUTIVE COMMITTEE
Chan Mun Lye (Chairman) Maria Chang
AUDITORS
Ernst & Young LLP One Raffles Quay North Tower, Level 18 Singapore 048583 Partner: Philip Ling (appointed since FY2008)
AUDIT COMMITTEE
Lim Jiew Keng (Chairman) Liow Keng Teck Maria Chang Cosimo Borrelli
PRINCIPAL BANKERS
Australia and New Zealand Banking Group Limited BNP Paribas CIMB Bank Berhad Citibank N.A. Commerzbank Aktiengesellschaft DBS Bank Ltd HL Bank KBC Bank N.V. Malayan Banking Berhad Oversea-Chinese Banking Corporation Limited PT. Bank Mandiri (Persero) Tbk PT. PermataBank Rabobank International RHB Bank Berhad Standard Chartered Bank The Hongkong and Shanghai Banking Corporation Limited The Royal Bank of Scotland N.V. United Overseas Bank Limited
NOMINATION COMMITTEE
Liow Keng Teck (Chairman) Lim Jiew Keng Stephen Le Ee Boon
REMUNERATION COMMITTEE
Goon Kok Loon (Chairman) Liow Keng Teck Maria Chang Cosimo Borrelli
COMPANY SECRETARY
Yeo Poh Noi Caroline
REGISTERED OFFICE
13 Tuas Crescent Singapore 638707 Telephone : (65) 6265 1010 Facsimile : (65) 6864 5555 Email : enquiry@jayaholdings.com Website : http://www.jayaholdings.com
CORPORATE GROUP STRUCTURE
100%
100%
Jaya Oshore Pte Ltd
Airia Jaya Marine (S) Pte Ltd
100%
AJM Shipping Pte Ltd
100%
100%
Java Marine Lines Pte Ltd
Jaya International Transport Pte Ltd
100%
100%
Jaya Shipbuilding and Engineering Pte Ltd
P.T. Jaya Asiatic Shipyard
100%
35%
Jaya Oshore (H.K.) Ltd
Batamindo Carriers Pte Ltd
100%
JSE Shipping Pte Ltd

50%
Jaya DMS Marine Pte Ltd

100%
JSE Oshore (Labuan) Pte Ltd

49% 100%
DMS Jaya Marine W.L.L
Nantong Dongjiang Shipyard Company Limited
The above Group structure includes only active subsidiaries and associated companies as at 30 June 2011. A full listing of the Groups investments is disclosed under item 5 of notes to the financial statements.
CHAIRMANS STATEMENT
I am pleased to report on behalf of the Board that the Group has done well to weather the downturn in the global economy and subsequent contraction in oil exploration and production p r activities. For the nancial year under review, the Group ye reported r ep a net prot attributable to shareholders of $83.8 million. s h
CHAIRMANS STATEMENT
DEAR SHAREHOLDERS
The financial year ended 30 June 2011 (FY11) concluded a year of transition for our Group. During the year, a consortium led by Cathay Asset Management Company Limited purchased a controlling stake in the Group. The composition of the Board has thus changed to reflect the new ownership of the Group and now includes three new non-executive directors who have replaced the previous non-executive directors. We are also pleased to welcome Cosimo Borrelli, the Groups new independent director. On behalf of the Board, I am pleased to announce that we have renewed the employment contracts for the Groups key senior managers, including Mr Chan Mun Lye as Chief Executive Officer. The mutual agreements will ensure continuity in management and create an alignment of interests between management and shareholders. The capabilities and vision of the senior managers will position the Group to capture opportunities as the market for offshore support vessels (OSVs) recovers. Members of the Board on the Executive Committee have been continuously reviewing the Groups strategy and business plan. Although the Group has done well to weather the downturn in the global economy and subsequent contraction in oil exploration and production (E&P) activities during the last three years, the Groups strategy needed to be redefined with clear objectives and a business plan to meet the changed times. The results of FY11 were achieved in a challenging environment characterised by still-low charter rates and an oversupply of OSVs in the market. The Group also faced added challenges which included working under the schemes of arrangement for our loans and also concluding the disposal of the Nantong Dongjiang Shipyard. On behalf of the Board, I would like to express my thanks to you as our shareholders for your continued patience as the Group digests the final impacts from the financial crisis.
THE WAY FORWARD

The Board and senior management are in agreement of the need to focus on (i) increasing the size and optimising the composition of our charter fleet to better serve our customers; (ii) targeted marketing and improved customer service to increase charter utilisation; and (iii) repositioning our shipyard to focus on build-to-order shipbuilding and ship repair and thus reduce the consolidated working capital needs of the Group. In the environment forecasted by analysts where global oil prices will support increased oil exploration and production activities, the Group will benefit from a strategy of accumulating assets in its charter fleet through appreciation of the fleet as well as cash flows generated from chartering activities. In order to achieve this plan, the Group will hire the best-in-class managers to enhance management of customer relationships and forecast of market demand for various types of vessels. The Board is currently undertaking an exercise to identify and hire these managers. The remainder of the Groups shipbuilding commitments, which were restructured during the aftermath of the global financial crisis, will be completed by financial year 2014. The majority of these ships are planned for additions to the charter fleet which is in line with the business plan outlined above. When necessary to meet cash flow requirements, the Group may selectively dispose vessels; however, the Group will no longer be involved in speculative building. Given the expertise accumulated at our shipyards in Singapore and Batam, the Group will explore a broadening of our shipyard operations to include repair operations for both our own fleet and third party customers. The Group will also explore merger and acquisition activities in order to grow faster than it would organically. The Board will evaluate on acquisitions of either assets or equity stakes which will be value accretive to our shareholders and enhance the value proposition that the Group can offer its customers.
JAYA HOLDINGS LIMITED | ANNUA ANNUAL REPORT 2011
CHAIRMANS STATEMENT
FINANCIAL RESULTS
For the financial year ended 30 June 2011, the Group achieved a net profit attributable to shareholders of $83.8 million, 19% lower than the previous financial year of $103.7 million. Earnings per share decreased to 10.86 cents from 13.44 cents in the previous year.
Net Profit
The Groups Net Profit attributable to shareholders was $83.8 million, with the Offshore Shipping Division as our top contributor with $60.3 million. This Net Profit included vessel disposal gains of $46.0 million compared to $30.9 million for the previous financial year, arising from charterer exercised options to purchase vessels. The Shipbuilding Division recorded a profit of $34.2 million, 45% lower than the previous financial year of $62.4 million. This Net Profit included disposal gains of $14.2 million from the disposal of Nantong Dongjiang Shipyards assets.
Revenue
The Group recorded total revenue of $127.4 million which was 64% lower than the previous financial year. The Offshore Shipping Division generated revenue of $67.4 million, 5% higher than a year ago, on the back of higher average charter rates attributed to improved fleet composition arising from higher capacity new buildings added to the Groups charter fleet during the year. Average charter utilisation of 61% was achieved for the year under review compared to 71% in the previous financial year. Fleet size grew from 21 vessels a year ago to 23 vessels as of 30 June 2011. Shipbuilding Divisions revenue of $60.0 million was significantly lower than the previous years revenue of $293.0 million. The lower revenue was attributed to fewer vessel sales. During the year under review, three vessels were sold compared to 11 vessels sold in the previous financial year. This shift is consistent with the Groups increasing focus on asset growth and expanding the charter fleet.
Dividends
As the Company is under the schemes of arrangement, I regret to advise that the Board is unable to recommend a payment of a dividend for the financial year under review. Under the schemes of arrangement, dividends can only be paid out of increased paid up capital since the effective date of the schemes and an equal amount must first be prepaid to scheme creditors.
CHAIRMANS STATEMENT T
Outlook and Prospects

The offshore chartering market remained weak during the financial year under review with the market still absorbing excess tonnage. With a wider pool of available vessels in the market, it is less compelling for charterers to commit on a longer term charter. This increases competition among fleet operators and hampers the charter rates growth. Although E&P activities have picked up and heightened the demand for offshore vessels, charter rates remain soft as the OSV market is still making adjustment to the supply and demand situations. While utilisation rate is expected to improve, charter rates are not expected to see any material change in the near term. We remain optimistic that the long-term fundamentals of the offshore oil and gas industry will remain positive. Depleting oil reserves and increasing energy demand will drive the need for E&P activities. Increased E&P activities in deep water areas like Brazil, West Africa, Asia, etc will likely to increase demand for the larger and more sophisticated OSVs.
ACKNOWLEDGEMENT AND APPRECIATION

I am grateful to our Board of Directors for their guidance throughout the financial year. On behalf of the Board, I wish to reiterate our gratitude to our shareholders for their continued support to the Company. I would also wish to thank our customers and suppliers for their support as the Group re-emerges from one of the most trying times in its long history. The Group is also grateful to our banks for working with us through the schemes of arrangement and we look forward to a renewed relationship of trust and transparency in the future. Finally, the Board would like to thank our employees, who have worked tirelessly during the last fiscal year.
STEPHEN LE EE BOON CHAIRMAN 18 September 2011
BOARD OF DIRECTORS
He is the Chairman of the Group and was appointed to the Board on 31 March 2011. He also sits on the Nomination Committee. Mr Le is a Managing Director and Head of Deutsche Banks Strategic Investment Group (SIG) in Asia Pacific. He joined the SIG in 2001 to build out the trading business in the region. In 2004, he built out Deutsche Banks Greater China investment activities which includes managing a significant 3rd party co-investment programs investing in state owned enterprise restructuring, distressed corporates and real estate, NPL portfolio and other strategic joint ventures. Prior to Deutsche Bank, Mr Le worked at Goldman Sachs in a top ranked equity research team focused on energy and petrochemical companies.
STEPHEN LE EE BOON Singaporean, 35
He is Chief Executive Officer of the Group and also sits on the Executive Committee. Mr Chan is a Chartered Engineer (UK) and has a Diploma in Mechanical Engineering, an Extra First Class Engineer (UK) qualification and is a Fellow of the Institute of Marine Engineering, Science & Technology (London). Mr Chan joined the Group in 1982 as one of its founding shareholders and prior to that, he had 12 years of experience in the ship repair, ship owning and operations, including 5 years as a marine engineer with various shipping companies. Mr Chan is responsible for the overall business development and management of the Group.
CHAN MUN LYE Singaporean, 60
MARIA CHANG Australian, 35
She is a Non-Executive Director of the Group and was appointed to the Board on 31 March 2011. She also sits on the Executive, Audit and Remuneration Committees. Ms Chang is a director of Deutsche Bank AG, Hong Kong Branch. She joined the Strategic Investment Group of Deutsche Bank in January 2006 and has been with the team since. As a senior member of SIG, her areas of responsibility include structuring, execution, legal and compliance, as well as restructuring and corporate governance for proprietary investments made by the SIG. Prior to joining Deutsche Bank, Ms Chang was a legal practitioner with Freshfields Bruckhaus Deringer in Hong Kong and Blake Dawson in Sydney, with extensive experience in capital markets and structured finance transactions. She graduated from the University of Sydney with Bachelor of Commerce and Bachelor of Laws (First Class Honours). Ms Chang is admitted as a solicitor to the Supreme Court of New South Wales, Australia.
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BOARD OF DIRECTORS
He is a Non-Executive Director of the Group and was appointed to the Board on 31 March 2011. Mr Gilbert is currently the Director of Research at Linden Advisors LP, an investment partnership. Prior to joining Linden Advisors in 2004, Mr Gilbert worked in the Global Corporate Investment Banking unit of Banc of America Securities in the high yield department executing several capital raising transactions and in the Global Markets Group as a research analyst. Mr Gilbert is a CPA (USA) and has a Bachelor of Science Accountancy from the University of Illinois. Mr Gilbert was awarded the CFA designation in 2004.
CRAIG J. GILBERT American, 34
He is a Non-Executive and Independent Director, Chairman of the Audit Committee and a member of the Nomination Committee. Mr Lim has a Bachelor of Social Science degree (Economics, Honours) from the University of Singapore and had completed an Advanced Management Programme at Duke University (USA). Currently a director and senior consultant at BSL Consultants Pte Ltd, Mr Lim has had extensive experience in the financial and banking industry. Besides his appointments with the Company, he is also on the board of two other listed companies, namely GP Batteries International Limited and Surface Mount Technology (Holdings) Limited. Mr Lim is a member of the Singapore Institute of Directors.
LIM JIEW KENG Singaporean, 71
He is a Non-Executive and Independent Director, Chairman of the Nomination Committee and a member of both the Audit and Remuneration Committees. Mr Liow has a Degree in Mechanical Engineering (Honours) from the University of Singapore and is also a registered Professional Engineer (Singapore). Before going into private practice as an engineering consultant in 1997, Mr Liow was with the Public Utilities Board, as Managing Director of Development Resources Pte Ltd, its engineering consultancy arm. He also sits on the boards of Manhattan Resources Ltd and several unlisted companies. Mr Liow is also a member of the Singapore Institute of Directors.
LIOW KENG TECK Singaporean, 70
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BOARD OF DIRECTORS
He is a Non-Executive and Independent Director and Chairman of the Remuneration Committee. Mr Goon holds a Degree in Electrical Engineering (First Class Honours) from the University of Liverpool (UK) and is a Fellow of the Chartered Institute of Logistics & Transport, FCILT. Mr Goon was President (International Business) in PSA Corporation Ltd when he left in 2003. He is currently Executive Chairman of Global Maritime and Port Services Pte Ltd. In addition, Mr Goon sits on the boards of Venture Holdings Ltd, Yongnam Holdings Ltd, Hisaka Holdings Ltd and Jurong Port Pte Ltd.
GOON KOK LOON Singaporean, 68
COSIMO BORRELLI Australian, 44
He is a Non-Executive and Independent Director of the Group and was appointed to the Board on 31 March 2011. He also sits on the Audit and Remuneration Committees. Mr Borrelli is a Chartered Accountant and holds a Bachelors degree in Economics from University of Adelaide, Australia. He is a Managing Director of Borrelli Walsh Limited, a specialist restructuring, insolvency and forensic accounting firm. Mr Borrelli has over 20 years of experience with formal and informal corporate restructuring, forensic accounting and financial investigations. This experience has included being appointed by courts, lenders and financiers, distressed companies, secured and unsecured creditors, investors and other interested parties. He has a strong track record in establishing and delivering restructuring and related corporate advisory arrangements in industries including financial services, property, tele-communications, retail, manufacturing and professional services.
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KEY EXECUTIVES
FINANCE DIVISION
Thai Kum Foon Chief Financial Officer Koh Ai Chin Financial Controller
SHIPBUILDING/SHIP REPAIR DIVISION

Lim Siew Koon President Shipbuilding/Ship Repair Kwan Seng Fatt Senior Vice President Engineering Lau Chor Hua Senior Manager Singapore Yard Andy Tan Senior Manager Batam Yard Lee Boon Chye Project Manager
OFFSHORE SHIPPING DIVISION

Marketing
Philip Tan Manager
Operations
Capt. Baharrudin Bin Ali Manager
CORPORATE SERVICES DIVISION

Admin/HR
Ginny Soh Group Manager Sean Ong Manager Batam Yard
Engineering Support
Koh Hwee Sen Senior Manager
Purchasing
Toh Tong Seng Manager
Legal/Contract
Justin Chia Manager
Internal Audit
Desmond Tin Manager
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REVIEW OF OPERATIONS
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OFFSHORE SHIPPING DIVISION

The offshore chartering market remained weak during the financial year under review as new vessels were added to the global charter fleet and the industry continued to be plagued by an oversupply situation. Although E&P activities have picked up and heightened the demand for offshore vessels, charter rates stayed soft with the market still absorbing excess tonnage. The Offshore Shipping Division operates a fleet of OSVs which are essential links to the chain of activities of the upstream producers of offshore oil and gas. These vessels are primarily involved in assisting other offshore structures and equipment including the positioning of rigs, the handling of anchors and the supply logistics of operating platforms. The Divisions fleet is young, averaging 2.5 years, compared to the highly aged profile of the global fleet of above 20 years. Vessel type Anchor handling, towing and supply vessels/anchor handling tugs Vessel description
This was achieved through the Groups continual fleet renewal strategy which involved the sale of older and lower specification vessels and the addition of newer and more sophisticated vessels built by the Groups Shipbuilding Division. The Division recorded total revenue of $67.4 million, 5% higher than $64.1 million for the previous financial year. Fleet utilisation was lower at 61% compared to 71% recorded in the previous financial year due to soft charter market conditions. This was mitigated by improved average daily vessel charter rate of $14,126, 15% higher than $12,232 in the previous financial year as the Group added higher specification vessels to its charter fleet during the year. The Division has a total of 23 vessels in the fleet as of 30 June 2011, two vessels more than a year ago. Eight new vessels were added to the fleet while six vessels were sold/disposed of from the charter fleet during the financial year under review, as part of the Groups fleet renewal programme and due to charterers having exercised purchase options. No. of vessels 18 Average age 2.2
Transport oilfield supplies and equipment Tow, lift and reposition anchors for oil rigs, construction vessels and barges
Utility supply vessels Accommodation work barges
Carry supplies to and from offshore structures and rigs Steel barges fitted with accommodation facilities for offshore construction, maintenance and decommissioning Non-propelled steel barges fitted to carry heavy structures and supplies
1 1
7.3 0.8
Deck cargo barges
3 23
3.1 2.5
Anchor Handling Tug Supply Vessel (AHTS)
Accommodation Work Barges
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Chartering Revenue by Charter Type FY2011
Chartering Revenue by Charter Type FY2010
Bareboat 45.6%
Others 6.1%
Bareboat 36.7%
Others 5.9%
Time 48.3%
Time 57.4%
Chartering Revenue by Geographical Region FY2011
Chartering Revenue by Geographical Region FY2010
Indonesia 22.8% Thailand 6.3%
Indonesia 27.3%
Malaysia 19.0%
Rest of world 28.9%
Thailand 24.5%
Rest of world 19.9%
Australia 4.4% Vietnam 6.6% Qatar Russia Australia 6.3% 5.7% 4.4% Malaysia 14.8% Qatar 7.0% Vietnam 0.5%
Russia 1.6%
The Divisions revenue was derived from a mix of 48% time charter, 46% bareboat charter of its vessels with the remaining coming from mobilisation fees and ship management fees. On the geographical spread where the vessels were employed, the ASEAN countries, comprising of Malaysia, Thailand, Vietnam and Indonesia, collectively accounted for 55% of the total charter revenue. The balance of the charter revenue was contributed by customers from Australia, Middle East region and distant places including Sakhalin. About 39% of the revenue was derived from shorter term charters with duration of six months or below, with the balance 61% from longer term charters more than six months and up to two years.
For the financial year under review, the Division contributed $60.3 million to the Groups total net profit and was 38% higher than the previous financial year. Included in this net profit were disposal gains of $46.0 million generated from the disposal of five vessels compared to $30.9 million from the disposal of eight vessels in the previous financial year. Higher disposal gains for the year under review were attributable to charterers exercising their purchase options. During the financial year under review, the Group incorporated a new subsidiary in Labuan, Malaysia, to increase its presence in this area. While the implementation of the Cabotage Law in Indonesia has been postponed from January 2011 to a later date, the Group is looking at establishing joint ventures with Indonesian parties to further strengthen its presence in Indonesia.
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SHIPBUILDING DIVISION
Financial year 2011 started on a sanguine note for the Shipbuilding Division on the back of a more favourable outlook of the global economic and financial climate. With the successful restructuring of the Groups bank loans and the reconfiguration of the shipbuilding programme in the previous financial year, the Division continued its activities to complete its shipbuilding pipeline in both the Singapore and Batam yards. In February 2011, the Group made a strategic decision to dispose of the assets in its Nantong Dongjiang shipyard. The shipyard is surplus to the Groups shipbuilding capacity requirement and had remained dormant since it was mothballed in the previous financial year. During the year under review, the Group took delivery of ten new vessels which included four anchor handling tug & supply vessels (AHTS) of 5,150 bhp, five AHTS of 8,000 bhp and one accommodation work barge. Of these ten completed vessels, two were sold upon completion at competitive prices to external customers while eight were added to the Groups charter fleet. With fewer vessel sales, the Groups shipbuilding revenue decreased from $293.0 million in the previous financial year to $60.0 million for the financial year under review. The Division contributed $34.2 million or 41% of the Groups net profit after tax. This net profit was after realising gains of $14.2 million from the disposal of the Nantong Dongjiang shipyards assets.
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Following from the gradual recovery in the global economy, financial year 2011 also saw signs of recovery in the shipbuilding industry with shipyards taking in new orders and delivering vessels from past orders. E&P spending in 2010 recovered to the pre-crisis 2008 level and is expected to increase by about 15% in 2011 (Source: Pareto Securities). The increase in E&P spending is also targeted for deepwater exploration and drilling which signals an increase in demand for more technically sophisticated OSVs, such as AHTS and Platform Supply Vessels (PSVs) to support the activities of the offshore rigs. There was increase in E&P activities in practically all the offshore oil field sites like Brazil, West Africa, Gulf of Mexico, Middle East, Asia and the North Sea. Brazil, which has a huge E&P programme in deepwater areas has been absorbing tonnage. As a result of the increase in E&P activities, vessels newly delivered from the shipbuilding yards were absorbed into operation as oil majors are also demanding for newer and better quality boats to ensure safe and reliable operation. Older tonnage are also being taken off from the market as E&P companies focus on efficiency and cost savings. The Division is committed to completing its shipbuilding programme and delivering vessels of high quality and sophisticated technical capabilities to meet the demands for both shallow and deep water operations.
As at 30 June 2011, the Division has a shipbuilding programme of 22 vessels with most of them undergoing various stages of completion. Out of these 22 vessels, 11 vessels are expected to be completed in the financial year ending 30 June 2012. The remaining balance of 11 vessels are due for completion in subsequent financial years. Of the total 22 vessels under the programme, 16 are AHTS with engine capabilities ranging from the smaller 5,000 bhp to the larger 16,000 bhp. The balance includes two PSVs, two ROV support vessels, one multipurpose maintenance vessel and one accommodation work barge. These vessels when delivered in 2013 and 2014 would be able to meet the stringent operational demands required by the rigs currently on order.
Projected Completion Vessel type AHTS ~ 5,000 BHP ~ 8,000 BHP ~ 12,000 BHP ~ 16,000 BHP PSV Sub-sea diving / ROV support vessels Multi-purpose maintenance vessels Barges Total projects 1 11 11 2 1 FY12 8 4 4 2 4 2 2 FY13 FY14 8 Total 16 4 6 4 2 2 2 1 1 22
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OUR SHIPYARDS:
Location: Tuas, Singapore Size: 24,939 sqm Shoreline: 130m Berths: Two 90 x 20m berths One 75 x 20m berth Capacity: Build up to 3 vessels per year Capability: Build highly-customised and sophisticated offshore vessels Type of vessels: 8,000 to 16,000 BHP AHTSs PSVs
SINGAPORE SHIPYARD
Location: Batam, Indonesia Size: 181,038 sqm Shoreline: 320m Berths: Five 100 x 20m berths Capacity: Build up to 6 vessels per year Capability: Build commercial and customised vessels Type of vessels: 5,000 to 12,000 BHP AHTSs Accommodation barges Sub-sea diving/ROV support vessels
BATAM SHIPYARD
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HUMAN RESOURCE
As at 30 June 2011, the Group had a direct headcount of 431 employees in its corporate office and shipyards, and 286 marine crew on seamen contracts. The Group recognises that our employees are the key resources of the organisation and aims to maximise the potential of each employee and enabling each employee to develop to their fullest potential to achieve organisational goals. This is achieved by ensuring a safety-conscious, motivated and efficient workforce. During the year, the Group placed great emphasis on communication, sharing and team building to promote better cohesion among employees from different areas within the organisation. Following from the implementation of the Integrated Enterprise Resource Planning in the prior financial year, the Group continues its efforts in this financial year to review current processes to enhance the efficiency of the organisation. In line with the objective of maintaining a safety-conscious, motivated and efficient workforce, the Groups human resource management is guided by the following broad strategies:
ensure that safe work processes and practices are adopted by our employees and subcontractors. In addition, we continue to conduct regular health talks from various external providers to promote greater awareness among our employees.
Teamwork Strategy
We continue to maintain open communication and networking opportunities to inculcate team spirit and bonding among our employees. For the financial year under review, the employees actively participated in the Groups annual bowling competition, dinner and dance and incentive trip. These events allow employees of all levels and across different areas to build strong rapport with each other.
Workplace Health and Safety Strategy

The Group remains focused on Safety First in our workplace to provide a safe and conducive working environment. We conduct regular safety talks and awareness programs and
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Retention Strategy
The Group reviews and enhances its compensation and benefits packages regularly; aligning with industry standards, practices and local legislation to retain its key employees as well as to attract new talents. We strive to ensure that our employees are fairly compensated and motivated to generate better business results. Our employee happiness and satisfaction at the workplace is discernable with high staff attraction and retention. We continue to nurture our workforce with provision of suitable training courses to yield improvements in performance and provide opportunities for them to develop a rewarding career with the Group.
COMPLIANCE
We are fully in compliance with ISO9001:2008 for Work Quality, ISO14001:2004 for Environment Protection, OHSAS18001:2007 and ISM Certification for Health and Safety practices. Besides being in line with our goal of providing a safe and healthy work environment for our employees and contractors, compliance with international standards is also key to meeting customers requirements. to our shareholders and investing public. Information and updates on the Groups financial performance and corporate development plans are regularly transmitted through announcements and analysts briefings. The Groups senior management also maintains good relationships with analysts and investors through meetings and presentations.
INVESTOR RELATIONS
The Group places great emphasis on its investor relations program and strives to provide a high level of transparency
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CORPORATE GOVERNANCE
REPORT ON CORPORATE GOVERNANCE

Jaya Holdings Limited (the Group or Company) is committed to maintaining a high standard of corporate governance within the Group to promote accountability, transparency and corporate fairness. The Group adopts practices based on the Code of Corporate Governance 2005 (the Code) where it is applicable and practical to the Group and the Best Practices Guide issued by the Singapore Exchange Securities Trading Limited (the SGX-ST). Good corporate governance establishes and maintains a legal and ethical environment in which the Group strives to preserve the interests of all stakeholders. This statement outlines the main corporate governance practices that were in place or implemented during the financial year:
BOARD OF DIRECTORS
The primary functions of the Board are to: (i) (ii) (iii) (iv) (v) (vi) oversee the business affairs of the Group, provide entrepreneurial leadership to management and confer with them regularly; evaluate and set strategic aims and ensure that the necessary financial and human resources are in place for the Company to meet its objectives; approve the remuneration policy for Executive Directors and key executives, and administering the share option schemes; establish a framework of prudent and effective controls which enables risks to be assessed and managed; monitor and review management performance; and set the Companys values and standards and ensure that obligations to shareholders and others are understood and met.
The Board currently has eight members, comprising seven Non-Executive Directors (including the Chairman) and one Executive Director. Four of the seven Non-Executive Directors are considered independent by the Nomination Committee. Following the acquisition of a 54.7% stake in the Company by Cathay Asset Management Company Limited and a consortium, Mr Stephen Le Ee Boon, Ms Maria Chang, Mr Craig J. Gilbert and Mr Cosimo Borrelli were appointed to the Board on 31 March 2011. On the same date, Mr Tang Kok Yew, Mr Mok Weng Sun and Ms Chung Thian Siang stepped down as Non-Executive Directors. The nature of each Directors appointment on the Board and its Committees is set out below: Committee Membership Director Stephen Le Ee Boon Chan Mun Lye Maria Chang Craig J. Gilbert Lim Jiew Keng Liow Keng Teck Goon Kok Loon Cosimo Borrelli Nature of Board Membership Non-Executive Chairman Chief Executive Officer Non-Executive Director Non-Executive Director Independent Director Independent Director Independent Director Independent Director Member Chairman Member Member Chairman Member Chairman Member Member Member Audit Nomination Member Chairman Member Remuneration Executive
The Board is made up of individuals with a good balance of professional, technical and financial backgrounds with the requisite blend of expertise, skills and attributes to oversee the Groups growing businesses. The Directors take a keen interest in the Groups business strategies and are committed to increasing the level of corporate governance in the Group so as to enable the Board to carry out such functions effectively.
22
To enable the Board to fulfill its responsibilities, management provides the Board with regular management and financial reports containing complete, adequate and timely information prior to Board meetings. Should the Directors, whether as a group or individually, need independent professional advice, the Company will, upon direction by the Board, appoint a professional advisor to render such advice. Newly appointed Directors are briefed by management on the business activities of the Group and its strategic direction and will also be updated on major events of the Group. The roles of the Non-Executive Chairman and the Chief Executive Officer (CEO) are separate. There is a clear division of responsibilities between the two Directors. The Non-Executive Chairman leads the Board to ensure its effectiveness and sets the agenda. He facilitates the effective contribution of Non-Executive Directors and encourages constructive relations between the Board and management. The CEO focuses his attention on the day-to-day running of the operations. The Company Secretary attends all Board meetings and ensures that Board procedures are followed. The Company Secretary also ensures that requirements of the Companies Act and all the rules and regulations of the SGX-ST are complied with. The Company Secretary also facilitates an open and regular flow of communication between the Company and the SGX-ST and the Accounting & Corporate Regulatory Authority. The Board has a process for assessing the effectiveness of the Board as a whole and the contributions of individual Directors. The process, managed by the Nomination Committee, comprises an assessment of both qualitative and quantitative criteria. The results of the evaluation are used to identify areas for improvement in the discharge of the Boards duties. This annual process is the principal means by which the Board monitors performance and makes continuous improvements to the effectiveness of the Board. All Directors are subject to retirement and re-election at least once every three years. Annually, the Nomination Committee determines the independence of Directors according to the criteria stipulated in the Code based on each Directors declaration.
EXECUTIVE COMMITTEE
The Executive Committee was formed on 17 March 1998 with a view to assisting the Board and is responsible for supervising the management of the Groups operations within limits of the executive power delegated by the Board. As at the date of this report, the Executive Committee comprises the CEO and Executive Director, Mr Chan Mun Lye and the Non-Executive Director, Ms Maria Chang. In attendance are the Chief Financial Officer and any senior executives requested by the Committee to attend. The Executive Committee carries out any instructions which the Board gives from time to time and meets regularly to review the progress of corporate development projects and business performance. It meets regularly with senior management to discuss both policy and operational issues, and to implement Board decisions.
AUDIT COMMITTEE
As at the date of this report, the Audit Committee comprises four members, three of whom are Non-Executive/Independent Directors. They are: Lim Jiew Keng Liow Keng Teck Maria Chang Cosimo Borrelli Chairman/Independent Independent Non-Independent appointed 31 March 2011 Independent appointed 1 August 2011
The Audit Committee meets at least four times a year and performs the following functions: (i) (ii) (iii) (iv) (v) reviews with the external auditors their audit plans and results of the audit; reviews the draft financial statements of the Company and the Group in conjunction with the external auditors comments thereon prior to their submission to the Board of Directors; reviews the reports of the internal auditor; reviews the internal control procedures of the Company; reviews interested person transactions in accordance with the requirements of the SGX-STs Listing Manual;
23
(vi) (vii)
reviews the external auditors management letter and the response from management; and carries out special purpose projects to assist management in performing evaluation and decision making.
The Audit Committee, having reviewed all non-audit services provided by the external auditors, Messrs Ernst & Young LLP, to the Group, is satisfied that the nature and extent of such services would not affect their independence and has recommended the re-appointment of Messrs Ernst & Young LLP as auditors at the forthcoming Annual General Meeting. In accordance with the requirements of Rule 716 of the SGX-ST Listing Manual, the Audit Committee and the Board are satisfied that the appointment of different auditors for certain of its subsidiaries would not compromise the standard and effectiveness of the audit of the Group. To carry out its functions, the Audit Committee reports regularly to the Board and interacts with the external auditors and senior management. It also meets with the external auditors without the presence of senior management staff at least once a year. The Company has implemented a whistle blowing policy which provides well-defined and accessible channels in the Group through which the employees may raise concerns about improper conduct within the Group and possible improprieties in matters of financial reporting, operation or other matters. The staff can disclose information directly to the Chairman of the Audit Committee, or through the Internal Audit Office, and are assured that they are protected to the extent possible, from reprisals for reports made in good faith. The Audit Committee ensures independent investigations of such matters (if any) are carried out with appropriate follow-up action.
REMUNERATION COMMITTEE
The Remuneration Committee was established on 3 June 2002 and meets at least once a year. As at the date of this report, it comprises the following four members: Goon Kok Loon Liow Keng Teck Cosimo Borrelli Maria Chang Chairman/Independent Independent Independent appointed 31 March 2011 Non-Independent appointed 31 March 2011
During the financial year, the Remuneration Committee had reviewed and approved: (i) (ii) the Executive Director and senior management remuneration packages; and the Directors fees payable to the Non-Executive Directors, having regard to the roles that each Director plays. The Directors fees are submitted for shareholders approval at the Annual General Meeting.
The Remuneration Committee also determines the eligibility of participants in the Jaya Employees Share Option Scheme (Scheme) and the number of options to be offered to each participant in accordance with the terms and conditions of the Scheme.
24
A summary of Directors remunerations for the financial year ended 30 June 2011 is as follows: Remuneration Band & Name of Director Above $1,000,000 Chan Mun Lye Below $250,000 Stephen Le Ee Boon (appointed 31 March 2011) Maria Chang (appointed 31 March 2011) Craig J. Gilbert (appointed 31 March 2011) Lim Jiew Keng Liow Keng Teck Goon Kok Loon Cosimo Borrelli (appointed 31 March 2011) Chan Fook Kong (resigned 31 October 2010) Tang Kok Yew (resigned 31 March 2011) Mok Weng Sun (resigned 31 March 2011) Chung Thian Siang (resigned 31 March 2011) 100 100 100 100 100 100 100 100 100 100 36 64 100 Other benefits %
Salary %
Fees %
Bonus %
Total %
The remuneration of five officers, not being Directors, who received the highest emoluments during the financial year ended 30 June 2011, is provided in the following table: Other benefits % 5 9
Remuneration Band and number of Officers Above $500,000 2 $250,000 to $500,000 3
Salary % 36 58
Bonus % 59 33
Total % 100 100
None of the immediate family members of a Director or of the CEO was employed by the Company and its related companies in a managerial position for the financial year ended 30 June 2011.
NOMINATION COMMITTEE
The Nomination Committee was established on 3 June 2002 and comprises the following three members: Liow Keng Teck Lim Jiew Keng Stephen Le Ee Boon Chairman/Independent Independent Non-Independent appointed 31 March 2011
The Nomination Committee meets at least once a year and its principal functions are as follows: (i) (ii) reviews and makes recommendations in the appointment and re-appointment of Directors to the Board, based on the criteria set out in the selection matrix which was adopted by the Nomination Committee in 2006; decides on and proposes to the Board, for approval and implementation, the assessment process including determining a set of performance criteria for evaluating the Boards performance from year to year;
25
(iii) (iv)
evaluates the Boards effectiveness as a whole and the contribution of each Director to the effectiveness of the Board in accordance with the assessment process and performance criteria mentioned above; determines annually the independence of each Non-Executive/Independent Director in accordance with the guidelines on independence as set out in the Code.
The Chairman will then act on the results of the evaluation and where appropriate, propose new members to be appointed or accept the resignation of Directors, in consultation with the Board as a whole.
ASSESSMENT OF INTERNAL CONTROLS

The Board has ultimate responsibility for the systems of internal control maintained by the Group and for reviewing their effectiveness. The systems are intended to provide reasonable assurance, but not an absolute guarantee, against material financial misstatement or loss, and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulation and best practices, and the identification and containment of business risks. During the financial year being reported on, the Audit Committee, on behalf of the Board, has reviewed the effectiveness of the Groups framework of internal controls, the principal features of which are as follows:
Control environment
The key features of the control environment include the terms of reference for each of the Board committees, a clear organisational structure, with documented delegation of authority from the Board to executive management and defined procedures for the approval of major transactions and capital allocation.
Risk identification and assessment

The Groups systems of internal control have a key role in the identification and management of risks that are significant to the achievement of its business objectives. The Board has in place a system of business risk management, which has been integrated throughout the Group into the business planning and monitoring processes. The overall risk management process and results are reviewed formally by the Audit Committee and the Board.
Control procedures and monitoring systems

The Group has a well-developed system of planning and monitoring. Performance against the plan is regularly monitored using a prudent basis of financial reporting and accounting policies applied consistently throughout the Group. There is regular liaison between Executive Directors and operational management and the Board receives regular presentations from the management responsible for each principal business operation. The Group has well-established internal audit, risk management and compliance functions. There are formal procedures in place for both internal and external auditors to report independently conclusions and recommendations to management and to the Audit Committee.
SECURITIES TRANSACTIONS
The Group has a policy on share dealings which sets out the implications of insider trading and has put in place a self regulatory and monitoring mechanism which mirrors substantially the provisions of the Best Practices Guide issued by the SGX-ST. The Group has adopted a code of conduct for dealings in securities of the Company by the Directors and employees, so that the Directors and staff comply with the guidelines of the Best Practices Guide. The Directors and officers are not allowed to deal in the Companys shares during the period commencing one month before the announcement of the Groups full year results and ending on the date of the announcement of the full year results. For quarterly results, they are not allowed to deal in the Companys shares during the period commencing two weeks before the announcement of the quarterly results and ending on the date of the announcement of the quarterly results.
26
INTERESTED PERSON TRANSACTIONS

The Company has established a procedure for recording and reporting interested person transactions. There are no interested party transactions entered by the Company and its subsidiaries, which are either subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year.
MEETING ATTENDANCE
Directors attendance at Board and Board Committee Meetings Audit Committee 4 1 4 4 3 Nomination Committee 1 1 1 1 Remuneration Committee 3 3 3 3
Meetings of: No. of meetings held in the financial year ended 30 June 2011 Name & Attendance of Directors Stephen Le Ee Boon (appointed 31 March 2011) Chan Mun Lye Maria Chang (appointed 31 March 2011) Craig J. Gilbert (appointed 31 March 2011) Lim Jiew Keng Liow Keng Teck Goon Kok Loon Cosimo Borrelli (appointed 31 March 2011) Chan Fook Kong (resigned 31 October 2010) Tang Kok Yew (resigned 31 March 2011) Mok Weng Sun (resigned 31 March 2011) Chung Thian Siang (resigned 31 March 2011) On behalf of the Board:
Board 4 1 4 1 1 4 4 3 1 1 3 3 3
Stephen Le Ee Boon Director 18 September 2011
Chan Mun Lye Director
27
STATUTORY AND FINANCIAL REPORTS
29 33 34 35 36 37 38 40 41 88 89 91
DIRECTORS REPORT STATEMENT BY DIRECTORS INDEPENDENT AUDITORS REPORT CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME BALANCE SHEETS STATEMENTS OF CHANGES IN EQUITY CONSOLIDATED CASH FLOW STATEMENT NOTES TO THE FINANCIAL STATEMENTS DETAILS OF PROPERTIES SHAREHOLDERS INFORMATION NOTICE OF ANNUAL GENERAL MEETING PROXY FORM
28
DIRECTORS REPORT
The directors are pleased to present their report to the members together with the audited consolidated financial statements of Jaya Holdings Limited (the Company) and its subsidiaries (collectively, the Group) and the balance sheet and statement of changes in equity of the Company for the financial year ended 30 June 2011.
DIRECTORS
The directors of the Company in office at the date of this report are: Stephen Le Ee Boon Chan Mun Lye Maria Chang Craig J. Gilbert Lim Jiew Keng Liow Keng Teck Goon Kok Loon Cosimo Borrelli (Chairman appointed on 31 March 2011) (Chief Executive Officer) (appointed on 31 March 2011) (appointed on 31 March 2011)
(appointed on 31 March 2011)
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES

Except as disclosed in this report, neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate.
DIRECTORS INTERESTS IN SHARES AND DEBENTURES

The following directors, who held office at the end of the financial year, had, according to the register of directors shareholdings required to be kept under Section 164 of the Singapore Companies Act, Cap. 50, an interest in shares and share options of the Company and related corporations (other than wholly-owned subsidiaries) as stated below: At beginning of the financial year At end of the financial year
Name of director The Company Ordinary shares held in the name of director and/or nominees Chan Mun Lye Lim Jiew Keng Liow Keng Teck Goon Kok Loon Share options granted to director to subscribe for ordinary shares of the Company Chan Mun Lye Lim Jiew Keng Liow Keng Teck
At 21.7.2011
5,173,587 525,000 1,000,000 10,000
5,173,587 525,000 1,000,000 10,000
5,173,587 525,000 1,000,000 10,000
400,000 345,000 250,000
400,000 250,000 250,000
400,000 250,000 250,000
There was no change in any of the above-mentioned interests in the Company between the end of the financial year and 21 July 2011. Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, share options, warrants or debentures of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year or on 21 July 2011.
29
DIRECTORS REPORT
DIRECTORS CONTRACTUAL BENEFITS

Except as disclosed in the financial statements, since the end of the previous financial year, no director of the Company has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.
SHARE OPTIONS
Details of the Jaya Employees Share Option Scheme (formerly known as the Jaya Executives Share Option Scheme) are as follows: (i) The Jaya Employees Share Option Scheme (the ESOS) was approved by the shareholders of the Company at the Extraordinary General Meeting held on 5 September 1994. At the Extraordinary General Meeting held on 28 September 2001, the shareholders approved certain modifications to the ESOS to bring the rules of the ESOS approved on 5 September 1994 in line with the amendments introduced by the Companies (Amendment) Act 1998 (CAA) and the amendments to the Listing Manual issued by the Singapore Exchange Securities Trading Limited (SGX-ST) on 6 April 1999. The ESOS, as modified, caters to a larger pool of participants, namely, selected full-time employees, executive directors and non-executive directors of the Group. Participants of the Group who are eligible to participate in the ESOS are not eligible to participate in any other employee share ownership scheme implemented by the Company, and its subsidiaries and associates. The share options granted to participants are only exercisable after the first anniversary of the date of grant. The share options granted to employees and executive directors of the Group have a life span of 10 years from the relevant date of grant whilst share options granted to non-executive directors of the Group have a life span of 5 years from the relevant date of grant. However, share options granted prior to 18 November 1998 (being the date that the CAA became operational) only have a maximum life span of 5 years. The subscription price of the share options is determined based on the average of the closing prices of the Companys ordinary shares on the SGX-ST for 5 consecutive trading days immediately preceding the date of grant (the Market Price) or its nominal value, whichever is higher. No discount has been applied to the Market Price in determining the subscription price. (iii) The ESOS is administered by the Remuneration Committee which comprises the following directors: (iv) Goon Kok Loon Liow Keng Teck Maria Chang Cosimo Borrelli
(ii)
From the commencement of the ESOS to 30 June 2011, no share options have been granted under the ESOS to any controlling shareholders of the Company and their associates. The share options granted by the Company do not entitle the holders of the share options, by virtue of such holdings, to any rights to participate in any share issues of any other company in the Group. During the financial year, no share options were exercised under the ESOS to subscribe for ordinary shares. During the financial year, no share options were granted under the ESOS to subscribe for ordinary shares. During the financial year, 95,000 share options under ESOS Grant Number 11 expired. During the financial year, 1,000, 950 and 1,015,000 share options under ESOS Grant Number 9, 11 and 12 were cancelled due to resignation of employees.
(v)
(vi) (vii) (viii) (ix)
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DIRECTORS REPORT
SHARE OPTIONS CONTD

(x) Outstanding share options to subscribe for ordinary shares as at 30 June 2011 comprise: Outstanding options ESOS Grant Number 9 69,500 Exercise price per share $0.769
Exercise period 10 December 2004 to 9 December 2013 6 December 2005 to 6 December 2014 25 November 2006 to 24 November 2015 30 April 2008 to 29 April 2012 30 April 2008 to 29 April 2017
ESOS Grant Number 10
241,000
$1.020
604,900
$1.238
500,000
$1.456
4,713,000
$1.456
6,128,400 (xi) Directors granted options under the ESOS were as follows:
Aggregate options granted since commencement of the ESOS to end of the financial year 2,192,000 1,370,000 1,370,000 Aggregate options exercised since commencement of the ESOS to end of the financial year (1,792,000) (1,025,000) (1,120,000) Aggregate options expired since commencement of the ESOS to end of the financial year (95,000)
Directors Chan Mun Lye Lim Jiew Keng Liow Keng Teck
Options granted during the financial year
Aggregate options outstanding at end of the financial year 400,000 250,000 250,000
(xii)
There are no participants who received 5% or more of the total number of options available under the ESOS since the commencement of the ESOS to 30 June 2011. Since the commencement of the ESOS to 30 June 2011, no options have been granted to take up unissued ordinary shares of the subsidiaries and no ordinary shares of the subsidiaries have been issued by virtue of the exercise of an option to take up unissued ordinary shares. At the end of the financial year, there are no other unissued ordinary shares of the Company and its subsidiaries under options except as disclosed above.
31
DIRECTORS REPORT
AUDIT COMMITTEE
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50, which includes the following: (i) (ii) (iii) (iv) (v) (vi) (vii) reviews with the external auditors their audit plans and results of the audit; reviews the draft financial statements of the Company and the Group in conjunction with the external auditors comments thereon prior to their submission to the Board of Directors; reviews the reports of the internal auditor; reviews the internal control procedures of the Company; reviews interested person transactions in accordance with the requirements of the Singapore Exchange Securities Trading Limited (SGX-ST)s Listing Manual; reviews the external auditors management letter and the response from management; and carries out special purpose projects to assist management in performing evaluation and decision making.
The Audit Committee, having reviewed all non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of such services would not affect the independence of the external auditors. To carry out its functions, the Audit Committee reports regularly to the Board of Directors and interacts with the external auditors and senior management staff. It also meets with the external auditors without the presence of management staff at least once a year. Further details regarding the Audit Committee are disclosed in the Report of Corporate Governance as set out in the Annual Report of the Company.
AUDITORS
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditors.
On behalf of the Board of Directors:
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STATEMENT BY DIRECTORS
We, Stephen Le Ee Boon and Chan Mun Lye, being two of the directors of Jaya Holdings Limited, do hereby state that, in the opinion of the directors: (i) the accompanying balance sheets, consolidated income statement, consolidated statement of comprehensive income, statements of changes in equity and consolidated cash flow statement together with the notes thereto are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2011 and of the results of the business, changes in equity and cash flows of the Group and changes in equity of the Company for the year ended on that date; and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
(ii)
On behalf of the Board of Directors:
33
INDEPENDENT AUDITORS REPORT

To the Members of Jaya Holdings Limited
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated financial statements of Jaya Holdings Limited (the Company) and its subsidiaries (collectively, the Group) set out on pages 35 to 87, which comprise the balance sheets of the Group and the Company as at 30 June 2011, the statements of changes in equity of the Group and the Company and the consolidated income statement, consolidated statement of comprehensive income and consolidated cash flow statement of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information.
MANAGEMENTS RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

Management is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the Act) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion, the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore 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 30 June 2011 and the results, changes in equity and cash flows of the Group and the changes in equity of the Company for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
Ernst & Young LLP Public Accountants and Certified Public Accountants Singapore 18 September 2011
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CONSOLIDATED INCOME STATEMENT

for the nancial year ended 30 June 2011
Group Note Revenue Cost of sales Gross profit Other income General and administrative expenses Other income/(expenses) Interest expenses Share of profits of associates, net of tax Profit before taxation Income tax expense Profit after taxation Attributable to: Owners of the parent Non-controlling interests* 83,806 83,806 Earnings per share attributable to owners of the parent (cents per share) Basic Diluted 12 12 10.86 10.86 13.44 13.44 103,715 103,715 10 11 8 9 7 6 2011 $000 127,401 (89,108) 38,293 74,955 (8,358) 1,103 (6,476) 1,601 101,118 (17,312) 83,806 2010 $000 357,063 (233,287) 123,776 37,223 (11,492) (19,715) (8,968) 1,527 122,351 (18,636) 103,715
* Non-controlling interests The amount is less than $1,000
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
35
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2011 $000 Profit after taxation Other comprehensive income: Translation differences relating to financial statements of foreign subsidiaries Total comprehensive income for the year (3,264) 80,542 83,806
2010 $000 103,715
(214) 103,501
Attributable to: Owners of the parent Non-controlling interests* 80,542 80,542 103,501 103,501
* Non-controlling interests The amount is less than $1,000
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BALANCE SHEETS
as at 30 June 2011
Group Note 2011 $000 106 387,606 7,449 2010 $000 233 375,435 6,997 2011 $000 106 44,657 1,653
Company 2010 $000 106 50,600 1,843
Intangible assets Land use rights Fixed assets Investment in subsidiaries Investment in associates Current assets Stocks and work-in-progress Trade receivables Other receivables and deposits Prepayments Amounts due from subsidiaries Fixed deposits Cash and bank balances
13 14 15 16 17
18 19 20 21 22 23 23
274,170 40,658 5,751 30,948 202,772 27,820 582,119
269,879 56,839 26,639 60,046 3,439 205,551 622,393
17 2,874 16 247,756 62,006 648 313,317
1,151 3,744 25 134,865 184,799 324,584
Current liabilities Trade payables and accruals Provisions Other payables Amounts due to subsidiaries Bank borrowings Provision for taxation 24 25 26 22 27 44,143 15,173 8,424 14,473 31,451 113,664 Net current assets Bank borrowings Deferred tax liabilities Net assets Equity attributable to owners of the parent Share capital Foreign currency translation reserve Share option reserve Revenue reserve 27 28 468,455 (304,167) (19) 559,430 53,269 68,630 16,972 27,596 166,467 455,926 (359,663) (40) 478,888 353 37 129,825 40 148 130,403 182,914 (5,217) 224,113 1,233 16 133,213 134 134,596 189,988 (5,934) 236,603
29 30
126,460 (3,348) 1,793 434,521 559,426 4 559,430
126,460 (84) 1,793 350,715 478,884 4 478,888
126,460 1,793 95,860 224,113 224,113
126,460 1,793 108,350 236,603 236,603
Non-controlling interests
37
STATEMENTS OF CHANGES IN EQUITY

Attributable to owners of the parent Foreign currency Share translation reserve (2) capital (1) $000 $000 126,460 130 (214) Share option reserve $000 1,793 Attributable to owners of NonRevenue the parent, controlling total interests reserve $000 $000 $000 247,000 103,715 375,383 103,715 (214) 4
Group
Equity, total $000 375,387 103,715 (214)
Balance at 1 July 2009 Profit after taxation Other comprehensive income Total comprehensive income for the year Balance at 30 June 2010
126,460
(214) (84)
1,793
103,715 350,715
103,501 478,884
103,501 478,888
126,460
(84) (3,264)
1,793
350,715 83,806
478,884 83,806 (3,264)
478,888 83,806 (3,264)
126,460
(3,264) (3,348)
1,793
83,806 434,521
80,542 559,426
80,542 559,430
(1)
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction. The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Groups presentation currency.
(2)
38
STATEMENTS OF CHANGES IN EQUITY

Attributable to owners of the parent Share capital $000 126,460 126,460 Share option reserve $000 1,793 1,793 Revenue reserve $000 112,152 (3,802) (3,802) 108,350
Company
Total $000 240,405 (3,802) (3,802) 236,603
126,460 126,460
1,793 1,793
108,350 (12,490) (12,490) 95,860
236,603 (12,490) (12,490) 224,113
39
CONSOLIDATED CASH FLOW STATEMENT

2011 $000 Cash flows from operating activities Profit before taxation Adjustments for: Depreciation of fixed assets Interest expenses Interest income Gain on disposal of fixed assets Loss on disposal of club membership Amortisation of intangible assets/land use rights Fixed assets written off Share of profits of associates (Reversal of provision)/provision for associated shutdown costs (Reversal of impairment)/impairment of trade receivables Reversal of impairment losses and provision for associated costs Foreign exchange gains Impairment of land use rights Impairment of shoreline agreement Impairment of fixed assets Operating cash flows before changes in working capital Decrease/(increase) in receivables, deposits and prepayments (Increase)/decrease in stocks and work-in-progress Decrease in payables and accruals Cash generated from operations Income tax paid Net cash generated from operating activities Cash flows from investing activities Interest received Construction of fixed assets/purchase of fixed assets Proceeds from disposal of fixed assets Proceeds from disposal of club membership Partial settlement of balance consideration in relation to acquisition of a subsidiary in prior year Cash distribution on liquidation of an associate Net cash used in investing activities Cash flows from financing activities Bank borrowings obtained Repayment of bank borrowings Interest paid Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of financial year (Note 23) 101,118 25,956 6,476 (2,371) (60,144) 17 101 (1,601) (955) (1,961) (148) (40,329) 26,159 46,409 (5,794) (18,772) 48,002 (13,445) 34,557 2,538 (125,215) 118,240 110 (4,327) (8,319) (8,319) 21,911 208,990 (309) 230,592
2010 $000 122,351 19,055 8,968 (3,058) (30,930) 119 7 (1,527) 1,025 663 (23,425) (6,590) 1,378 2,565 9,775 100,376 (53,638) 252,701 (82,288) 217,151 (11,482) 205,669 1,163 (148,466) 66,020 (273) 4 (81,552) 590 (4,026) (14,023) (17,459) 106,658 102,374 (42) 208,990
40
NOTES TO THE FINANCIAL STATEMENTS

30 June 2011
1.
CORPORATE INFORMATION
Jaya Holdings Limited (the Company) is a limited liability company incorporated and domiciled in the Republic of Singapore and is listed on the Singapore Exchange Securities Trading Limited (SGX-ST). The registered office and principal place of business of the Company is located at 13 Tuas Crescent, Singapore 638707. The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are stated in Note 5.
2.
SCHEMES OF ARRANGEMENT
In prior year, the Company, Jaya Shipbuilding and Engineering Pte Ltd (JSE) and Java Marine Lines Pte Ltd (JML) entered into schemes of arrangement (Schemes) which became effective and binding on 25 February 2010. Pursuant to the Schemes, the Groups unsecured bank borrowings were restructured into a 5-year USD denominated secured loans with a principal holiday for the first two years and quarterly repayment instalments over the subsequent three years. As disclosed in Note 27 to the financial statements, the approved debts are secured by various fixed and floating charges over the assets of the Company, JSE and its wholly-owned subsidiaries, JML, Airia Jaya Marine (S) Pte Ltd (AJM) and its wholly-owned subsidiary, and a charge over all the issued and fully paid share capital in JSE, JML and Jaya Offshore Pte Ltd (JO) held by the Company. The Group is in a net current asset position of $468,455,000 (2010: $455,926,000) as at 30 June 2011.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of preparation
The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company have been prepared in accordance with Singapore Financial Reporting Standards (FRS). The financial statements have been prepared on a historical cost basis, except as disclosed in the accounting policies below. The financial statements are presented in Singapore Dollars (SGD or $) and all values are rounded to the nearest thousand ($000) except when otherwise indicated.
3.2
Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year except that in the current financial year, the Group has adopted all the new and revised standards and Interpretations of FRS (INT FRS) that are effective for annual periods beginning on or after 1 July 2010. The adoption of these standards and interpretations did not have any effect on the financial performance or position of the Group and the Company.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTD

3.3 Standards issued but not yet effective
The Group has not adopted the following standards and interpretations that have been issued but not yet effective: Effective for annual periods beginning on or after 1 January 2011 1 January 2011 1 January 2011 1 July 2011 1 January 2012
Description Revised FRS 24 Related Party Disclosures Amendments to INT FRS 114 Prepayments of a Minimum Funding Requirement INT FRS 115 Agreements for the Construction of Real Estate Amendments to FRS 107 Disclosures Transfers of Financial Assets Amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets
Except for the revised FRS 24, the directors expect that the adoption of the other standards and interpretations above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of the revised FRS 24 is described below.
Revised FRS 24 Related Party Disclosures

The revised FRS 24 clarifies the definition of a related party to simplify the identification of such relationships and to eliminate inconsistencies in its application. The revised FRS 24 expands the definition of a related party and would treat two entities as related to each other whenever a person (or a close member of that persons family) or a third party has control or joint control over the entity, or has significant influence over the entity. The revised standard also introduces a partial exemption of disclosure requirements for government-related entities. The Group is currently determining the impact of the changes to the definition of a related party has on the disclosure of related party transaction. As this is a disclosure standard, it will have no impact on the financial position or financial performance of the Group when implemented in 2012.
3.4
Basis of consolidation Business combinations from 1 July 2010

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.
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3.4 Basis of consolidation (contd) Business combinations from 1 July 2010 (contd)
Business combinations are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with FRS 39 either in profit or loss or as change to other comprehensive income. If the contingent consideration is classified as equity, it is not be remeasured until it is finally settled within equity. In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interests proportionate share of the acquiree identifiable net assets. Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Groups previously held equity interest in the acquiree (if any), over the net fair value of the acquirees identifiable assets and liabilities is recorded as goodwill. The accounting policy for goodwill is set out in Note 3.8(a). In instances where the latter amount exceeds the former, the excess is recognised as gain on bargain purchase in profit or loss on the acquisition date.
Business combinations before 1 July 2010

In comparison to the above mentioned requirements, the following differences applied: Business combinations are accounted for by applying the purchase method. Transaction costs directly attributable to the acquisition formed part of the acquisition costs. The non-controlling interest (formerly known as minority interest) was measured at the proportionate share of the acquirees identifiable net assets. Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in equity. When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree are not reassessed on acquisition unless the business combination results in a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required under the contract. Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was more likely than not and a reliable estimate was determinable. Subsequent measurements to the contingent consideration affected goodwill.
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3.5 Transactions with non-controlling interests
Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated balance sheet, separately from equity attributable to owners of the Company. Changes in the Company owners ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.
3.6
Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. In the Companys separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses.
3.7
Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. The Groups investments in associates are accounted for using the equity method. Under the equity method, the investment in associates is carried in the balance sheet at cost plus post-acquisition changes in the Groups share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment and is neither amortised nor tested individually for impairment. Any excess of the Groups share of the net fair value of the associates identifiable asset, liabilities and contingent liabilities over the cost of the investment is deducted from the carrying amount of the investment and is recognised as income as part of the Groups share of results of the associate in the period in which the investment is acquired. The profit or loss reflects the share of the results of operations of the associates. Where there has been a change recognised in other comprehensive income by the associates, the Group recognises its share of such changes in other comprehensive income. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associates. The Groups share of the profit or loss of its associates is shown on the face of profit or loss after tax and noncontrolling interests in the subsidiaries of associates. When the Groups share of losses in an associate equals or exceeds its interest in the associate, Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Groups investment in its associates. The Group determines at the end of each reporting period whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss. The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. Upon loss of significant influence over the associate, the Group measures any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the aggregate of the retained investment and proceeds from disposal is recognised in profit or loss.
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3.8 Intangible assets (a) Goodwill
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Groups cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units. The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods. Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2005 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 3.17. Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2005 are deemed to be assets and liabilities of the Company and are recorded in SGD at the rates prevailing at the date of acquisition.
(b)
Other intangible assets

Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in profit or loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite useful lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset.
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3.8 Intangible assets (contd) (b) Other intangible assets (contd)
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.
(i)
Shoreline agreement
The shoreline agreement was acquired as part of a business combination. The agreement grants the Group the right to use the shoreline at a favourable rate as compared to the market rental rate for locations in the vicinity. The shoreline agreement was fully impaired during the financial year ended 2010. In February 2011, the Group terminated the shoreline agreement by relinquishing the right to use the shoreline to the Qidong Government, in the Peoples Republic of China (PRC).
(ii)
Club membership
Club membership was acquired separately and has indefinite useful life and is not amortised.
3.9
Land use rights

Land use rights are initially measured at cost. Following initial recognition, land use rights are measured at cost less accumulated amortisation and accumulated impairment losses. The land use rights was fully impaired during the financial year ended 2010. In February 2011, the Group terminated the land use rights by relinquishing the land use rights to the Qidong Government in the PRC.
3.10
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable. The Group assesses its revenue arrangements to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements.
(a)
Shipbuilding and ship repair

Revenue from shipbuilding and ship repair contracts is recognised using the percentage of completion basis. The percentage of completion for a given contract is determined after considering the relationship of the value of work done to-date to total contracted revenue as explained in Note 3.23 below.
(b)
Ship chartering
Revenue from ship chartering activities is recognised in the profit or loss over the duration of the contracts.
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3.10 Revenue recognition (contd) (c) Vessel sale/disposal of fixed assets
Revenue from vessel sale arises when a vessel which is recorded as a fixed asset by the Group for its chartering business is sold within one year of commissioning. Both revenue from vessel sale and gain on disposal of fixed assets are recognised upon the transfer of significant risk and rewards of ownership of the vessels to the customer, which generally coincides with delivery and acceptance of the vessels sold. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of vessels.
(d)
Dividend income
Dividend income is recognised when the Groups right to receive payment is established.
(e)
Interest income
Interest income is recognised using the effective interest method.
3.11
Employee benefits (a) Defined contribution plans

The Group participates in national pension schemes as defined by the laws of the countries in which it has operations. In particular, the Singapore companies in the Group make contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.
(b)
Employee leave entitlement

Employee entitlements to annual leave are recognised as a liability when they accrue to the employees. The estimated liability for leave is recognised for services rendered by employees up to the balance sheet date.
(c)
Employee share option plan

Pursuant to the Jaya Employees Share Option Scheme, certain employees and directors receive remuneration in the form of share-based payment transactions, whereby employees and directors render services as consideration for share options (equity-settled transactions). The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which the share options are granted. In valuing the share options, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company (market conditions), if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in the employee share option reserve (known as share option reserve in these financial statements), over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the option (the vesting date). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Groups best estimate of the number of equity instruments that will ultimately vest. The charge or credit (to profit or loss) for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
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3.11 Employee benefits (contd) (c) Employee share option plan (contd)
No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional upon a market or non-vesting condition, which are treated as vested irrespective of whether or not the market condition or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. The Group has taken advantage of the transitional provisions of FRS 102 in respect of equity-settled awards and has applied FRS 102 only to equity-settled awards granted after 22 November 2002 that had not vested on or before 1 January 2005.
3.12
Fixed assets
All items of fixed assets are initially recorded at cost. Such cost includes the cost of replacing part of the fixed assets and borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying fixed asset. The accounting policy for borrowing costs is set out in Note 3.18. The cost of an item of fixed assets is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Subsequent to recognition, fixed assets are measured at cost less accumulated depreciation and accumulated impairment losses. Depreciation is computed on a straight-line basis over their estimated useful lives of the assets as follows: Vessels Leasehold land and buildings Cranes and motor vehicles Other assets 12 to 15 years Over the remaining life of the lease of 10 to 27 years (2010: 1 to 28 years) 5 years 4 to 10 years
Construction-in-progress included in the fixed assets relates mainly to vessels under construction. They are stated at cost and are not depreciated as these assets are not yet available for use. The carrying values of fixed assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual values, useful lives and depreciation method are reviewed at each financial year-end to ensure that the amount, method and period of depreciation are consistent with previous estimates and expected pattern of consumption of the future economic benefits embodied in the items of fixed assets. An item of fixed assets is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognised.
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3.13 Stocks and work-in-progress
Stocks consist mainly of steel, consumables and other materials used for shipbuilding, repair and conversion and are stated at the lower of cost and net realisable value. Cost is primarily determined on a first-in-first-out basis and includes all cost in bringing the stocks to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale, and after making due allowance for all damaged, obsolete and slow-moving items. Work-in-progress comprises uncompleted shipbuilding, repair and fabrication contracts. It is stated at the lower of cost and net realisable value. Cost is made up of material, direct labour, subcontractors costs, appropriate allocation of fixed and variable production overheads and other directly related expenses. Provision is made for anticipated losses, if any, on work-in-progress when the possibility of loss is ascertained.
3.14
Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and at banks, including fixed deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
3.15
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. 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. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
3.16
Income taxes (a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date, in the countries where the Group operates and generates taxable income. Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establish provisions where appropriate.
(b)
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
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3.16 Income taxes (contd) (b) Deferred tax (contd)
Deferred tax liabilities are recognised for all temporary differences, except: where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled by the Group and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax asset is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
(c)
Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except: where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables that are stated with the amount of sales tax included.
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3.16 Income taxes (contd) (c) Sales tax (contd)
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.
3.17
Foreign currency
The Groups consolidated financial statements are presented in Singapore Dollars, which is also the parent companys functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
(a)
Transactions and balances

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Groups net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group on disposal of the foreign operation.
(b)
Group companies
The assets and liabilities of foreign operations are translated into SGD at the rate of exchange ruling at the end of the reporting period and their profit or loss are translated at the exchange rates prevailing at the date of the transactions. The exchange differences arising on the translation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss. In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation, the proportionate share of the cumulative amount of the exchange differences are re-attributed to noncontrolling interest and are not recognised in profit or loss. For partial disposals of associates or jointly controlled entities that are foreign operations, the proportionate share of the accumulated exchange differences is reclassified to profit or loss. The Group has elected to recycle the accumulated exchange differences in the separate component of other comprehensive income that arises from the direct method of consolidation, which is the method the Group uses to complete its consolidation.
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3.18 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
3.19
Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. For arrangements entered into prior to 1 January 2005, the date of inception is deemed to be 1 January 2005 in accordance with the transitional requirements of INT FRS 104.
(a)
As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.
(b)
As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. The accounting policy for ship chartering is set out in Note 3.10(b). Contingent rents are recognised as revenue in the period in which they are earned.
3.20
Financial assets
Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial assets at initial recognition. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss. The Groups financial assets are mainly classified as loans and receivables.
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30 June 2011
3.

3.20 Financial assets (contd) Loans and receivables
Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.
3.21
Financial liabilities Initial recognition and measurement

Financial liabilities are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of other financial liabilities, plus directly attributable transaction costs.
Subsequent measurement
The measurement of financial liabilities depends on their classification as follows:
Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value. Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value of the financial liabilities are recognised in profit or loss. The Group has not designated any financial liabilities upon initial recognition at fair value through profit or loss.
Other financial liabilities

After initial recognition, other financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.
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30 June 2011
3.

3.22 Impairment (a) Impairment of financial assets
The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired.
(i)
Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Group first assesses individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the financial assets original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in profit or loss. When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset. To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.
(ii)
Financial assets carried at cost

If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed in subsequent periods.
(b)
Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when an annual impairment testing for an asset is required, the Group makes an estimate of the assets recoverable amount.
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30 June 2011
3.

3.22 Impairment (contd) (b) Impairment of non-financial assets (contd)
An assets recoverable amount is the higher of an assets or cash-generating units fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows expected to be generated by the assets are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators. Impairment losses of continuing operations are recognised in profit or loss in these expense categories consistent with the function of the impaired asset, except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. For assets excluding goodwill, an assessment is made at each balance sheet date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the assets or cash-generating units recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.
3.23
Construction contracts
Contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting period, when the outcome of a construction contract can be estimated reliably. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable and contract costs are recognised as expense in the period in which they are incurred. An expected loss on the construction contract is recognised as an expense immediately when it is probable that total contract costs will exceed total contract revenue. Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliably measured. The stage of completion is determined by reference to the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs.
3.24
Segment reporting
For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 35, including the factors used to identify the reportable segments and the measurement basis of segment information.
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30 June 2011
3.

3.25 Government grants
Government grant shall be recognised in profit or loss on a systematic basis over the periods in which the entity recognises as expenses the related costs for which the grants are intended to compensate. Grants related to income are deducted in reporting the related expenses.
3.26
Related parties
A party is considered to be related to the Group if: (a) The party, directly or indirectly through one or more intermediaries, (i) controls, is controlled by, or is under common control with, the Group; (ii) has an interest in the Group that gives it significant influence over the Group; or (iii) has joint control over the Group; The party is an associate; The party is a jointly-controlled entity; The party is a member of the key management personnel of the Group or its parent; The party is a close member of the family of any individual referred to in (a) or (d); The party is an entity that is controlled, jointly controlled or significantly influenced by or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d) or (e); or The party is a post-employment benefit plan for the benefit of the employees of the Group, or of any entity that is a related party of the Group.
(b) (c) (d) (e) (f)
(g)
4.
SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Groups consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent liabilities at the balance sheet. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future periods.
4.1
Judgements made in applying accounting policies

In the process of applying the Groups accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the consolidated financial statements:
(a)
Operating lease commitments as lessor

The Group has entered into charter party agreements on its fleet of vessels. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these vessels and have accounted for these agreements as operating leases.
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30 June 2011
4.
SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES CONTD

4.1 Judgements made in applying accounting policies (contd) (b) Determination of functional currency
The Group measures foreign currency transactions in the respective functional currencies of the Company and its subsidiaries. In determining the functional currencies of the entities in the Group, judgement is required to determine the currency that mainly influences sales prices for goods and services and of the country whose competitive forces and regulations mainly determines the sales prices of its goods and services. The functional currencies of the entities in the Group are determined based on managements assessment of the economic environment in which the entities operate and the entities process of determining sales prices.
4.2
Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below:
(a)
Income taxes
The Group has exposure to income taxes in various jurisdictions. Significant judgement is involved in determining the group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amount of the Groups provision for taxation and deferred tax liabilities as at 30 June 2011 was $31,451,000 (2010: $27,596,000) and $19,000 (2010: $40,000) respectively.
(b)
Depreciation of fixed assets vessels

Vessels are depreciated on a straight-line basis over their estimated useful lives so as to write-down the cost to the estimated residual values at the end of their useful lives. These estimates regarding the useful lives (12 to 15 years) and residual values of the vessels are made by the Company based on past experience and industry trends. The useful lives and residual values are reviewed on an annual basis. The carrying amount of the Groups vessels as at 30 June 2011 approximated $346,805,000 (2010: $273,364,000).
(c)
Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.
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30 June 2011
4.
SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES CONTD

4.2 Key sources of estimation uncertainty (contd) (d) Impairment of loans and receivables
The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Groups loans and receivables at the balance sheet date is disclosed in Note 19 to the financial statements.
(e)
Provision for associated costs for cancellation and deferment of committed purchase orders and impairment losses for vessel projects
The Group moderated its pace of vessel construction in line with the market demand in prior years. In the process, the Group identified certain vessel projects for cancellation and deferment and started negotiations with key suppliers on the cancellation and deferment of committed purchase orders. Management estimated the expected future cash outflows with regards to the cancellation and deferment of committed purchase orders and has made the related provision in the previous financial years. In addition, the Group assessed the prepayments and accumulated costs of work-in-progress relating to the committed purchase orders for projects identified to be cancelled. The recoverable amount of related prepayments and accumulated costs of work-in-progress is estimated at each reporting date when there are indications of impairment. Impairment loss is recognised when the carrying amount of related prepayments and accumulated costs of work-in-progress is higher than its recoverable amount. Since prior year, the Group has held several negotiations with its suppliers on the cancellation of the committed purchase orders for projects identified to be cancelled. Upon the conclusion of the negotiations with certain suppliers, the Group has reversed the provision for associated costs no longer required as disclosed in Notes 8 and 25 to the financial statements.
(f)
Provision for warranty

The Group recognises a provision for liabilities associated with expected warranty claims on vessels sold during the last two years, based on past experience of the level of repairs. It is expected that most of these costs will be incurred in the next two financial years. The carrying amount of the Groups provision for warranties as at 30 June 2011 approximated $6,963,000 (2010: $5,741,000).
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30 June 2011
5.
SUBSIDIARIES AND ASSOCIATES

The subsidiaries and associates as at 30 June 2011 and 2010 are as follows: Percentage of equity held by the Group 2011 2010 % %
Name of company (Country of incorporation)
Principal activities
Cost of investment 2011 2010 $000 $000
Subsidiaries of Jaya Holdings Limited Jaya Offshore Pte Ltd (1) (Singapore) Java Marine Lines Pte Ltd (1) (Singapore) Jaya Shipbuilding and Engineering Pte Ltd (1) (Singapore) Jaya Offshore (H. K.) Limited(2) (Hong Kong) Xinet Pte Ltd (Singapore) Jaya Century Pte Ltd (Singapore) Crescent Shipping Pte Ltd (Singapore) Jaya Logistics Pte Ltd (Singapore) Jaya Shipmanagement Pte Ltd (Singapore) Verbena Pte Ltd (Singapore) Unquoted shares, at cost (Note 16) Ship chartering and ship management Ship owning, ship chartering 200 200 100 100
26,905
26,905
100
100
Ownership of shipyard and the building and repairing of ships
3,637
3,637
100
100
Investment holding
44
44
100
100
Dormant
500
500
100
100
Dormant
2,679
2,679
100
100
Dormant
100
100
100
100
Dormant
90
90
100
100
Dormant
70
70
70
70
Dormant
449 34,674
449 34,674
100
100
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30 June 2011
5.
SUBSIDIARIES AND ASSOCIATES CONTD

Name of company (Country of incorporation) Principal activities Percentage of equity held by the Group 2011 2010 % %
Subsidiaries of Jaya Offshore Pte Ltd Airia Jaya Marine (S) Pte Ltd (1) (Singapore) Jaya International Transport Pte Ltd (1) (Singapore) P.T. Jaya Asiatic Shipyard (3) (Indonesia) Subsidiary of Jaya Shipmanagement Pte Ltd Jaya Pacific Line Pte Ltd (4) (Singapore) Subsidiary of Jaya Offshore (H.K.) Limited Nantong Dongjiang Shipyard Company Limited (5) (Peoples Republic of China) Subsidiary of Airia Jaya Marine (S) Pte Ltd AJM Shipping Pte Ltd (1) (Singapore) Subsidiaries of Jaya Shipbuilding and Engineering Pte Ltd JSE Shipping Pte Ltd (1) (Singapore) JSE Offshore (Labuan) Pte Ltd (8) (Malaysia) Ship owning, ship chartering and ship management Ship owning, ship chartering and ship management 100 100 Ship owning, ship chartering and ship management 100 100 Dormant 100 100 Dormant 49 49 Ship owning, ship chartering and ship management Dormant 100 100
100
100
Ownership of shipyard and the building and repairing of ships
100 #
100 #
100
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30 June 2011
5.
SUBSIDIARIES AND ASSOCIATES CONTD

Name of company (Country of incorporation) Cost of investment 2011 2010 $000 $000 Percentage of equity held by the Group 2011 2010 % %
Principal activities
Associates of Jaya Holdings Limited Jaya DMS Marine Pte Ltd (1) (Singapore) DMS Jaya Marine W.L.L. (6) (Qatar) Asia Power Systems Corporation (British Virgin Islands) Unquoted shares, at cost (Note 17) Associate of Java Marine Lines Pte Ltd Batamindo Carriers Pte Ltd (7) (Singapore)
(1) (2) (3) (4) (5) (6) (7) (8)
Ship owning and ship chartering
124
124
50
50
Ship chartering
46
46
49
49
Dormant
@ 170
@ 170
50
50
Ship and boat chartering services
35
35
@ #
Audited by Ernst & Young LLP, Singapore. Audited by Paul W.C. Ho & Company, Certified Public Accountants, Hong Kong. Audited by Drs. Sukimto Sjamsuli Publik Accountant, Batam, Indonesia. Deemed to be a subsidiary as the Group controls the composition of the Board of Directors of the entity. Audited by Nantong Sanjiaozhou Certified Public Accountants, Peoples Republic of China. Audited by a member firm of Ernst and Young Global. Audited by KPMG LLP, Singapore. Not audited as this company was only incorporated on 31 January 2011. Cost of investment is less than $1,000. Jaya Offshore Pte Ltd and Java Marine Lines Pte Ltd each has an equity interest of 95% and 5% respectively in P.T. Jaya Asiatic Shipyard.
6.
REVENUE
Group 2011 $000 Charter income Shipbuilding/vessel sale Total revenue 67,423 59,978 127,401 2010 $000 64,109 292,954 357,063
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7.
OTHER INCOME
Group 2011 $000 Interest income on loans and receivables: Fixed deposits Bank deposits Amount due from an associate* Trade debtors Gain on disposal of fixed assets Sundry income Foreign exchange gains 868 120 (492) 1,875 60,144 1,292 11,148 74,955
* (Reversal of interest charged)/interest charged on amount due from an associate
2010 $000 8 378 225 2,447 30,930 784 2,451 37,223
8.
OTHER INCOME/EXPENSES
Group 2011 $000 Reversal of impairment losses and provision/(impairment losses and provision) for associated costs for cancellation and deferment of vessel projects: (Impairment of work-in-progress)/reversal of impairment of work-in-progress (Note 18) Cancellation costs of prepayments (Impairment of prepayments)/reversal of impairment of prepayments (Note 21) Cancellation costs of work-in-progress Cancellation costs of equipment Reversal of provision for associated costs (Note 25) Reversal of provision/(provision) for associated shutdown costs (Note 25) Impairment of land use rights (Note 14) Impairment of shoreline agreement (Note 13) Impairment of fixed assets (Note 15) Restructuring costs Others (35,092) (3,980) 39,220 148 955 1,103 3,198 (1,413) 20,226 (6) (113) 1,533 23,425 (1,025) (1,378) (2,565) (9,775) (28,278) (119) (19,715) 2010 $000
9.
INTEREST EXPENSES
Group 2011 $000 Interest expense on bank borrowings Less: Capitalised in work-in-progress (9,750) 3,274 (6,476) 2010 $000 (10,746) 1,778 (8,968)
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30 June 2011
10.
PROFIT BEFORE TAXATION

The following items have been included in arriving at profit before taxation: Group 2011 $000 Wages, salaries, bonuses and other staff related expenses Jobs credit scheme grant Employers contribution to defined contribution plans Non-audit fees paid to auditors of the Company Reversal of impairment/(impairment) of trade receivables Amortisation of intangible assets/land use rights Fixed assets written off Depreciation of fixed assets Loss on disposal of club membership Legal and professional fees (27,386) (956) (134) 1,961 (101) (25,956) (17) (981) 2010 $000 (24,723) 312 (1,343) (132) (663) (119) (7) (19,055) (1,322)
Under the Jobs Credit Scheme (the Scheme), the Company received a range of 3 12% cash grant on the first $2,500 of each months wages for each employee on their Central Provident Fund payroll of $312,000 in last financial year. There is no grant income during the year.
11.
INCOME TAX EXPENSE

Major components of income tax expense The major components of income tax expense for the financial years ended 30 June 2011 and 2010 are: Group 2011 $000 Current income tax: Current income taxation Under provision in respect of previous years (12,263) (5,070) (17,333) Deferred income tax: Origination and reversal of temporary differences Income tax expense recognised in profit or loss 2010 $000 (16,304) (3,018) (19,322)
21 (17,312)
686 (18,636)
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30 June 2011
11.
INCOME TAX EXPENSE CONTD

Relationship between tax expense and accounting profit The reconciliation between tax expense and product of accounting profit multiplied by the applicable corporate tax rate for the years ended 30 June 2011 and 2010 is as follows: Group 2011 % Singapore statutory tax rate Tax effect of: Exempt income Expenses not deductible for tax purpose Under provision of taxation in respect of prior years Effect of tax rates in different jurisdictions Others Effective tax rate (17.0) 10.9 (4.1) (5.0) (1.1) (0.8) (17.1) 2010 % (17.0) 6.4 (5.9) (2.6) 0.2 3.7 (15.2)
The taxation charge is computed on the net profit derived from operations, excluding Singapore tax-exempt dividend income and those related to shipping operations which are exempted from taxation by virtue of Section 13A of the Singapore Income Tax Act.
12.
EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing profit for the year attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the financial year. Diluted earnings per share amounts are calculated by dividing profit for the year attributable to owners of the parent 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 the dilutive potential ordinary shares into ordinary shares. The following tables reflect the profit and share data used in the computation of basic and diluted earnings per share computations for the financial years ended 30 June: Group 2011 $000 Profit after taxation attributable to owners of the parent used in the computation of basic and diluted earnings per share 83,806 No. of shares 000 Weighted average number of ordinary shares for basic and diluted earnings per share computation 771,702 2010 $000 103,715 No. of shares 000 771,702
The share options have no dilutive effect as the average market price of the Companys ordinary shares during the year ended 2011 and 2010 was below the exercise price of the share options.
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30 June 2011
13.
INTANGIBLE ASSETS
Shoreline agreement $000 Club membership $000
Group
Total $000
Cost: At 1 July 2009 Impairment loss At 30 June 2010 Disposal Write off At 30 June 2011 Accumulated amortisation: At 1 July 2009 Amortisation Impairment loss At 30 June 2010 Write off At 30 June 2011 Net carrying amount: At 30 June 2011 At 30 June 2010
2,844 (2,844)
233 233 (127) 106
3,077 (2,844) 233 (127) 106
178 101 (279)
178 101 (279)
106 233
106 233
Shoreline agreement
The shoreline agreement was acquired as part of a business combination. The agreement grants the Group the right to use the shoreline at a favourable rate as compared to the market rental rate for locations in the vicinity. The shoreline agreement was fully impaired during the financial year ended 2010. In February 2011, the Group terminated the shoreline agreement by relinquishing the right to use the shoreline to the Qidong Government in the PRC. An impairment loss of $2,565,000 has been recognised in the profit or loss under the line item Other income/(expenses) in last financial year. Club Membership $000 106
Company
At 1 July 2009, 30 June 2010 and 30 June 2011
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30 June 2011
14.
LAND USE RIGHTS

Group $000 Cost: At 1 July 2009 Currency translation difference Impairment loss At 30 June 2010, 1 July 2010 and 30 June 2011 Accumulated amortisation: At 1 July 2009 Amortisation for the year Impairment loss At 30 June 2010, 1 July 2010 and 30 June 2011 Net carrying amount: At 30 June 2011 At 30 June 2010 1,445 (19) (1,426) 30 18 (48)
An impairment loss of $1,378,000 has been recognised in the profit or loss under the line item Other income/(expenses) in last financial year. During the financial year, the land use rights was terminated.
15.
FIXED ASSETS
Leasehold Cranes and land and motor buildings vehicles $000 $000 13,714 972 (63) (2,204) 12,419 (15) (2,890) 9,514 6,823 87 (53) (1,686) 5,171 1,880 (388) (951) 5,712 Other assets $000 13,074 4,584 (49) (157) (7,740) 9,712 1,409 (122) 468 (1,912) (791) 8,764 Constructionin-progress $000 146,270 (54,715) 37,536 (34,407) (97) (52) 94,535 (11,169) 11,564 (62,030) 32,900
Group Cost: At 1 July 2009 Transfer to work-in-progress Additions Disposals Transfer from fixed assets under construction Written off Currency translation difference Impairment loss At 30 June 2010 and 1 July 2010 Transfer to work-in-progress Additions Disposals Transfer from fixed assets under construction Written off Currency translation difference At 30 June 2011
Vessels $000 269,052 (50,933) 105,287 (44,993) 34,407 312,820 (15,894) 110,362 (70,614) 61,562 (660) 397,576
Total $000 448,933 (105,648) 148,466 (44,993) (49) (370) (11,682) 434,657 (27,063) 125,215 (70,736) (2,315) (5,292) 454,466
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30 June 2011
15.
FIXED ASSETS CONTD

Leasehold Cranes and land and motor buildings vehicles $000 $000
Group
Vessels $000
Other assets $000
Constructionin-progress $000
Total $000
Accumulated depreciation: At 1 July 2009 Transfer to work-in-progress Depreciation charge for the year Disposals Written off Currency translation difference Impairment loss At 30 June 2010 and 1 July 2010 Transfer to work-in-progress Depreciation charge for the year Disposals Written off Currency translation difference At 30 June 2011 Net book value: At 30 June 2011 At 30 June 2010
38,592 (1,029) 16,656 (14,763) 39,456 (342) 24,189 (12,518) (14) 50,771
7,274 1,044 (6) (389) 7,923 428 (8) (1,548) 6,795
4,777 405 (12) (535) 4,635 487 (388) (936) 3,798
7,305 950 (42) (22) (983) 7,208 852 (122) (1,818) (624) 5,496
57,948 (1,029) 19,055 (14,763) (42) (40) (1,907) 59,222 (342) 25,956 (12,640) (2,214) (3,122) 66,860
346,805 273,364
2,719 4,496
1,914 536
3,268 2,504
32,900 94,535
387,606 375,435
Other assets comprise plant and machinery, equipment tools, office equipment and furniture and fittings. Construction-in-progress are transferred to other categories of fixed assets upon completion. Vessels classified under construction-in-progress are transferred to work-in-progress if there are confirmed buyers before completion of construction. For vessels sold within one year of commissioning, they will first be transferred to work-in-progress before revenue from vessel sale is recognised. Completed vessels owned by JML, AJM, JSE Shipping Pte Ltd (JSES) and AJM Shipping Pte Ltd (AJMS), and the leasehold property in Singapore owned by JSE are mortgaged to secure bank borrowings of the Group (Note 27). The bank borrowings are also secured by a floating charge over all other assets of the Company, JSE, JML and AJM. During the last financial year, there was an impairment loss of $9,775,000 on fixed assets of Nantong Dongjiang Shipyard Company Limited. There were 5 vessels disposed of together with the disposal of Nantong Dongjiang Shipyard Companys fixed assets resulting in a total gain on disposal of $60,144,000 (2010: $30,930,000).
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16.
INVESTMENT IN SUBSIDIARIES
Company 2011 $000 Unquoted shares, at cost Less: Impairment in value of investments in subsidiaries Long-term loan to a subsidiary # 34,674 (2,797) 31,877 12,780 44,657 An analysis of impairment in value of investments in subsidiaries: At 1 July Impairment losses for the financial year At 30 June Details of the subsidiaries are set out in Note 5. # The long-term loan to a subsidiary forms part of the Companys net investment in the subsidiary. The loan is unsecured, bears interest ranging from 2.803% to 2.805% per annum and is to be settled in cash. The loan is not expected to be repayable in the foreseeable future. 2010 $000 34,674 (2,797) 31,877 18,723 50,600
2,797 2,797
2,796 1 2,797
All issued and paid up shares in JSE, JML and JO held by the Company, and all issued and paid up shares in AJM held by JO, are mortgaged to secure bank borrowings of the Group (Note 27). The bank borrowings are also secured by a floating charge over all other assets of the Company, JSE, JML and AJM.
17.
INVESTMENT IN ASSOCIATES
Group 2011 $000 Unquoted shares, at cost Share of post-acquisition profits (net of tax) Share of translation reserve Elimination of unrealised profit
##
Company 2010 $000 345 8,268 (573) (2,716) 5,324 1,673 6,997 2011 $000 170 170 1,483 1,653 2010 $000 170 170 1,673 1,843
345 9,555 (1,532) (2,402) 5,966 1,483 7,449
Long-term loan to an associate
68

30 June 2011
17.
INVESTMENT IN ASSOCIATES CONTD

The summarised financial information of associate, not adjusted for the proportion of ownership interest held by the Group, is as follows: Group 2011 $000 Total assets Total liabilities Total revenue Profit after taxation Details of the associates are set out in Note 5.
## The long-term loan to an associate forms part of the Companys net investment in the associate. The loan is unsecured, interest-free and is to be settled in cash. The loan is not expected to be repayable in the foreseeable future.
2010 $000 31,826 15,325 10,427 2,423
33,024 15,907 8,793 2,548
18.
STOCKS AND WORKINPROGRESS

Group 2011 $000 Raw materials and consumables, at lower of cost and net realisable value Work-in-progress: Cost less impairment loss 26,630 247,540 274,170 2010 $000 11,167 258,712 269,879
Raw materials and consumables of the Group are stated after recognition of the following expense in the income statement: During the financial year, there was an impairment of work-in-progress of $35,092,000 (Note 8) (2010: write back of the provision for cancellation/deferment costs of $3,198,000) made for some of the Groups on-going projects. Interest expense capitalised in stocks and work-in-progress during the year was $3,274,000 (2010: $1,778,000).
19.
TRADE RECEIVABLES
Group 2011 $000 Trade receivables external parties Other receivables and deposits (Note 20) Amounts due from subsidiaries (Note 22) Trade and other receivables Add: Cash and cash equivalents (Note 23) Total loans and receivables 40,658 5,751 46,409 230,592 277,001 2010 $000 56,839 26,639 83,478 208,990 292,468 2011 $000 17 2,874 247,756 250,647 62,654 313,301 Company 2010 $000 1,151 3,744 134,865 139,760 184,799 324,559
69

30 June 2011
19.
TRADE RECEIVABLES CONTD

Trade receivables are non-interest bearing and are generally on 60-day terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition. Trade receivables denominated in foreign currencies at 30 June are as follows: Group 2011 $000 United States Dollar Chinese Renminbi 38,268 2010 $000 48,741 1,546 2011 $000 Company 2010 $000
Trade receivables of the Group are stated after deducting an allowance for doubtful debts of $2,838,000 (2010: $5,780,000). Receivables that are past due but not impaired The Group has trade receivables amounting to $14,211,000 (2010: $14,085,000) that are past due at the balance sheet date but not impaired. These receivables are unsecured and the analysis of their ageing at the balance sheet date is as follows: Group 2011 $000 Trade receivables past due but not impaired: 61 to 90 days 91 to 120 days More than 120 days 3,377 1,237 9,597 14,211 Group Receivables that are impaired Trade receivables nominal amounts Less: Allowance for impairment 2011 $000 3,709 (2,838) 871 Movement in allowance account: At 1 July (Reversal)/charge for the financial year Bad debts written off At 30 June 5,780 (1,961) (981) 2,838 2010 $000 8,179 (5,780) 2,399 5,117 663 5,780 2010 $000 3,388 584 10,113 14,085
Trade receivables that are individually determined to be impaired at the balance sheet date relate to slow-paying customers that are in financial difficulties. These receivables are not secured by any collateral or credit enhancements.
70

30 June 2011
20.
OTHER RECEIVABLES AND DEPOSITS

Group 2011 $000 Deposits Amount due from an associate Advances to staff Sundry receivables 1,416 2,814 62 1,459 5,751 2010 $000 22,742 3,177 64 656 26,639 2011 $000 2,814 60 2,874 Company 2010 $000 3,177 567 3,744
The amount due from an associate is non-trade in nature, unsecured, bears interest at 7.00% (2010: 7.00%) per annum and is repayable on demand.
21.
PREPAYMENTS
Prepayments comprise advance payments to third party shipyards and deposits placed with equipment manufacturers for shipbuilding projects which have not started. During the financial year, there was an impairment of prepayments of $3,980,000 based on assessment of foreseeable loss for shipbuilding projects. There was a net write-back of the provision for impairment of prepayments of $20,226,000 after discussions with the suppliers for the associated projects were completed in last financial year.
22.
AMOUNTS DUE FROM/TO SUBSIDIARIES

The amounts due from/(to) subsidiaries are non-trade in nature, unsecured, interest-free, repayable on demand and are to be settled in cash. The amounts due from subsidiaries relate mainly to advances for working capital use. The amounts due to subsidiaries relate mainly to transfer of surplus funds from certain subsidiaries to the holding company.
23.
CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand, current accounts with banks and fixed deposits. Group 2011 $000 Cash and bank balances Fixed deposits 27,820 202,772 230,592 2010 $000 205,551 3,439 208,990 2011 $000 648 62,006 62,654 Company 2010 $000 184,799 184,799
71

30 June 2011
23.
CASH AND CASH EQUIVALENTS CONTD

Cash at banks earns interest at floating rates based on daily bank deposit rates. Fixed deposits earn interest at effective interest rates ranging from 0.16% to 3.25% (2010: 0.1% to 0.25%) per annum and mature within the range from 1 to 152 days (2010: 5 days) from the financial year end. Fixed deposits are made for varying periods of between one week and six months and earn interests at the respective fixed deposit rates. Cash and cash equivalents denominated in foreign currencies at 30 June are as follows: Group 2011 $000 United States Dollar Chinese Renminbi Euro Norwegian Kroner Indonesian Rupiah 144,588 16,205 13,388 7,154 97 2010 $000 147,444 419 8,539 5,522 285 2011 $000 62,521 Company 2010 $000 144,006
24.
TRADE PAYABLES AND ACCRUALS

Group 2011 $000 Trade payables Deferred income Accruals Trade payables and accruals financial liabilities Add: Amounts due to subsidiaries (Note 22) Other payables financial liabilities (Note 26) Bank borrowings (Note 27) Total financial liabilities carried at amortised cost Trade payables and accruals These amounts are non-interest bearing. Trade payables are normally settled on 60-day terms. Trade payables denominated in foreign currencies at 30 June are as follows: Group 2011 $000 United States Dollar Indonesian Rupiah Euro Norwegian Kroner Japanese Yen 2,202 53 639 323 3 2010 $000 5,690 136 2,950 3,242 260 2011 $000 4 Company 2010 $000 12,881 4,108 27,154 44,143 4,472 318,640 367,255 2010 $000 23,521 5,081 24,667 53,269 7,147 359,663 420,079 2011 $000 132 221 353 129,825 37 5,257 135,472 Company 2010 $000 932 301 1,233 133,213 16 5,934 140,396
72

30 June 2011
25.
PROVISIONS
Associated costs for cancellation and deferment of committed purchase orders $000 69,138 (1,533) 67,605 (39,220) (13,212) 15,173
Group At 1 July 2009 Charge for the financial year Write-back for the financial year At 30 June 2010 and 1 July 2010 Write-back for the financial year Write-off for the financial year Exchange differences At 30 June 2011
Associated shutdown costs $000 1,025 1,025 (955) (70)
Total $000 69,138 1,025 (1,533) 68,630 (40,175) (13,212) (70) 15,173
Provision for associated costs for cancellation and deferment of committed purchase orders A provision is recognised for the expected cash outflows for the cancellation and deferment of certain committed purchase orders, which is in relation to the Groups efforts in rationalising and optimising its vessel-build programme. Assumptions used to estimate the provision were based on current negotiations with key suppliers. Upon the conclusion of the negotiations with certain suppliers, the Group has reversed the provision for associated costs no longer required amounted to $39,220,000 (2010: $1,533,000). Provision for associated shutdown costs During the financial year, there was a write back of provision for associated shutdown costs of $955,000 (2010: provision for associated shutdown costs of $1,025,000) for Nantong Dongjiang Shipyard which was no longer required after the plant was shut down and disposed of.
26.
OTHER PAYABLES
Group 2011 $000 Amounts owing on purchase of fixed assets Deposits received purchase option fee disposal of vessels/fixed assets Advances from minority shareholders of subsidiaries Purchase consideration to be paid for acquisition of a subsidiary Sundry payables Interest payable Other payables Less: Deposits received purchase option fee disposal of vessels/fixed assets Other payables financial liabilities (Note 24) 562 3,952 35 133 1,483 2,259 8,424 2010 $000 4,967 3,672 6,153 35 136 985 1,024 16,972 2011 $000 37 37 Company 2010 $000 16 16
(3,952) 4,472
(3,672) (6,153) 7,147
37
16
73

30 June 2011
26.
OTHER PAYABLES CONTD

Purchase option fee relates to deposits received from charter hire customer that give the customer the right to purchase vessels after six months of charter (2010: after one year of charter). Advances from minority shareholders of subsidiaries are non-trade in nature, interest-free, unsecured, repayable on demand and are to be settled in cash.
27.
BANK BORROWINGS
Group 2011 $000 Current: Secured USD loans Non-current: Secured USD loans Total loans and borrowings 2010 $000 2011 $000 Company 2010 $000
14,473
40
304,167 318,640
359,663 359,663
5,217 5,257
5,934 5,934
Bank borrowings of the Group are secured with a fixed charge over completed vessels owned by JML, AJM, JSES and AJMS, a fixed charge over the leasehold property in Singapore owned by JSE, a charge over all issued and paid up shares in JSE, JML and JO held by the Company, a charge over all issued and paid up shares in AJM held by JO and a floating charge over all other assets of the Company, JSE, JML and AJM (Notes 15 and 16). The secured bank loans bear interest at 2.500% per annum + Libor from 25 February 2010 to 31 December 2011, 2.625% per annum + Libor from 1 January 2012 to 31 December 2012, 2.875% per annum + Libor from 1 January 2013 to 31 December 2013 and 3.125% per annum + Libor from 1 January 2014 to 24 February 2015. As of 30 June 2011, the interest rate is 2.746% per annum.
28.
DEFERRED TAXATION
Deferred taxation arises as a result of: Group 2011 $000 Deferred tax liabilities: Differences in depreciation An analysis of movement in deferred taxation is set out below: 2011 $000 At 1 July Originations and reversal of temporary differences At 30 June 40 (21) 19 2010 $000 726 (686) 40 19 2010 $000 40
74

30 June 2011
28.
DEFERRED TAXATION CONTD

Unrecognised tax losses At the balance sheet date, the Group has no tax losses (2010: $1,082,000) that are available for offset against future taxable profits of the respective companies and no deferred tax asset is recognised due to uncertainty of its recoverability. The use of these tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the companies operate. Unrecognised temporary differences relating to impairment losses and provision for associated costs for cancellation and deferment of vessel projects At the balance sheet date, the Group has temporary differences relating to impairment losses and provision for associated costs for cancellation and deferment of vessel projects amounting to $15,173,000 (2010: $67,605,000). No deferred tax asset has been recognised due to uncertainty of its utilisation against future taxable profits. Unrecognised deferred tax asset is estimated to be $2,579,000 (2010: $11,493,000).
29.
SHARE CAPITAL
Group and Company 2011 2010 $000 $000 Issued and fully paid: Balance at 1 July and 30 June - 771,701,985 (2010: 771,701,985) ordinary shares 126,460 126,460
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. Under the Schemes, the payment of any dividend is subject to certain conditions to be met by the Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value. Equity compensation benefits Jaya Employees Share Option Scheme (the ESOS) (i) Holders of share options granted under the ESOS are entitled to subscribe for the number of ordinary shares in the Company at an exercise price and during the exercise period applicable to the share options. The shares allotted pursuant to the exercise of share options granted under the ESOS will rank pari passu with the existing issued shares of the Company. The share options granted to participants are only exercisable after the first anniversary of the date of grant. The share options granted have a life span of 5 to 10 years from the date of grant and are to be settled by equity. From the commencement of the ESOS to 30 June 2011, no share options have been granted under the ESOS to any controlling shareholders of the Company and their associates. The share options granted by the Company do not entitle the holders of the options, by virtue of such holdings, to any rights to participate in any share issues of any other company in the Group. No share option has been granted at a discount to the Market Price. There are no participants who received 5% or more of the total number of options available under the ESOS during the financial year. During the financial year, no share options are granted to take up unissued ordinary shares of the subsidiaries and no ordinary shares of the subsidiaries are issued by virtue of the exercise of an option to take up unissued ordinary shares. At the end of the financial year, there are no other unissued ordinary shares of the Company and its subsidiaries under options except as disclosed below.
(ii)
(iii)
(iv)
(v) (vi)
(vii)
(viii)
75

30 June 2011
29.
SHARE CAPITAL CONTD

The options granted, exercised and cancelled under the ESOS during the financial year and the options outstanding at the end of the financial year are as follows: 2011 ESOS Grant Number 9 Exercise price per share $0.769 Options outstanding at 1.7.2010 70,500 Options expired Options cancelled (1,000) Options outstanding at 30.6.2011 69,500
Exercise period 10 December 2004 to 9 December 2013 6 December 2005 to 6 December 2014 25 November 2006 to 24 November 2010 25 November 2006 to 24 November 2015 30 April 2008 to 29 April 2012 30 April 2008 to 29 April 2017
10
$1.020
241,000
241,000
11
$1.238
95,000 605,850
(95,000)
(950)
604,900
12
$1.456
500,000 5,728,000 7,240,350
(95,000)
(1,015,000) (1,016,950)
500,000 4,713,000 6,128,400
No options were either granted or exercised during the financial year. 2010 ESOS Grant Number 9 Exercise price per share $0.769 Options outstanding at 1.7.2009 121,000 Options expired Options cancelled (50,500) Options outstanding at 30.6.2010 70,500
Exercise period 10 December 2004 to 9 December 2013 6 December 2005 to 6 December 2014 25 November 2006 to 24 November 2010 25 November 2006 to 24 November 2015 30 April 2008 to 29 April 2012 30 April 2008 to 29 April 2017
10
$1.020
341,000
(100,000)
241,000
11
$1.238
95,000 849,750
(243,900)
95,000 605,850
12
$1.456
500,000 6,388,000 8,294,750
(660,000) (1,054,400)
500,000 5,728,000 7,240,350
The weighted average share price at the date of exercise for options exercised during the financial year ended 30 June 2010 was nil (2009: $1.59).
76

30 June 2011
30.
SHARE OPTION RESERVE

Share option reserve comprises the cumulative value of employee services received for the issue of share options. When the option is exercised, the amount from the share option reserve is transferred to share capital. Movement in share option reserve for the Group and Company is disclosed in the Statements of Changes in Equity.
31.
SIGNIFICANT RELATED PARTY TRANSACTIONS

Related parties refer to key management personnel of the Group (including directors), minority shareholders of subsidiaries, and associates. During the financial year, the Group entered into the following significant related party transactions and the effect of these transactions on the basis determined between the parties were reflected in the financial statements as follows: Group 2011 $000 Associates: Ship management fee income Interest income Reversal of interest income Charter hire income 2010 $000
(175) 492 (353)
(216) (225)
Compensation of key management personnel Directors fees Directors remuneration Employers contribution to defined contribution plans for directors
284 1,790 9 2,083
201 3,020 10 3,231 2,266 45 2,311 5,542
Executive officers remuneration Employers contribution to defined contribution plans for executive officers
2,475 44 2,519
Total directors and executive officers remuneration
4,602
Directors and executive officers interests in employee share option

At the balance sheet date, the total number of outstanding share options granted by the Company to the directors and executive officers of the Group amount to 900,000 and 225,000 (2010: 1,395,000 and 425,000) respectively.
77

30 June 2011
32.
OPERATING LEASE COMMITMENTS

(a) Non-cancellable operating lease commitments in respect of land Group as a lessee
The Group leases land in Singapore under non-cancellable lease arrangements. Future minimum rentals under non-cancellable operating leases as at 30 June are as follows: Group 2011 $000 Future minimum lease payments not later than one year later than one year but not later than five years later than five years 399 2,283 3,459 6,141 2010 $000 282 31 157 470
Rental expenses were $347,176 and $318,399 for the financial years ended 30 June 2011 and 30 June 2010 respectively. The above operating leases do not provide for contingent rents. Lease terms do not contain restrictions on the Groups activities concerning dividends, additional debts or entering into other leasing agreements. The lease expires in the year 2021 and contains provisions for rental adjustments that are based on the market value of the land.
(b)
Operating lease commitments in respect of ship chartering Group as a lessor

The Group entered into charter hire contracts with third parties relating to the leasing of its fleet of vessels. Future minimum charter hire receivables under operating leases as at 30 June are as follows: Group 2011 $000 Future minimum charter hire receivables not later than one year later than one year but not later than five years 36,511 8,388 44,899 2010 $000 37,522 17,351 54,873
These leases have remaining lease terms ranging from 0.06 to 1.88 years (2010: 1 month to 2.67 years). Certain leases contain renewable options at rental rates based on negotiations. Relating to the above, operating lease commitments that are cancellable upon exercise of purchase options by customers are as follows: Future minimum charter hire receivables not later than one year later than one year but not later than five years
16,137 5,630 21,767
13,040 16,213 29,253
78

30 June 2011
33.
COMMITMENTS
Commitments in respect of contracts approved and placed for the purchase of materials and subcontracted labour for the construction of vessels amounted to $170,721,000 (2010: $241,810,000) as at 30 June 2011.
34.
CORPORATE GUARANTEES
Corporate guarantees given are as follows: Company 2011 $000 Corporate guarantees given to secure banking facilities for subsidiaries 313,683 2010 $000 354,068
Corporate guarantees given to a customer

In 2003, a subsidiary of the Company was awarded two 20-year contracts, each for the charter of a vessel to a Malaysian party, FPSO Tech Sdn Bhd (FPSO Tech). As the vessels had to fly the Malaysian flag, a condition which could not be satisfied by the subsidiary, the subsidiary had sold the vessels to the Companys then Malaysian associate, Alam Maritim (M) Sdn Bhd (Alam) and also assigned the contracts to it. In August 2003, the Company issued two related corporate guarantees to FPSO Tech on Alams ability to perform the contracts over their duration. When the Company disposed of its stake in Alam in March 2005, FPSO Tech did not agree to release the Company of its corporate guarantees. Should Alam fail to perform their obligations under the charter contracts, the Company as a guarantor will have to provide substitute vessels to fulfill such obligations. The Company is not expected to incur any loss as it has obtained counter indemnities in the form of corporate guarantees by Alam Maritim (M) Sdn Bhd, SAR Venture Sdn Bhd (SAR), the then holding company of Alam, and personal guarantees of all the shareholders of SAR, indemnifying the Company against any liability whatsoever in respect of its corporate guarantees to FPSO Tech. In addition, Alam has provided the Company with a bank guarantee on a demand basis for the amount of US$116,000 (2010: US$116,000).
35.
SEGMENT INFORMATION
The Groups operating businesses are organised and managed into 2 (2010: 2) main operating divisions, namely the Offshore Shipping and Shipbuilding Divisions. The Offshore Shipping Division is mainly engaged in the owning and chartering of offshore support vessels in serving the offshore oil and gas, marine construction, mining, harbour tug operations and other related industries. The Shipbuilding Division is mainly engaged in the building of vessels and vessel sale activities. The Conventional Shipping Division which is mainly engaged in the owning and chartering of a product tanker, has been dormant since the disposal of last vessel in November 2008. Segment accounting policies are the same as the policies described in Note 3.24 Inter-segment sales and transfers are carried out on an arms length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those expenses, assets and liabilities that can be allocated on a reasonable basis. Segment assets consist primarily of fixed assets, current assets and exclude club memberships. Segment liabilities comprise mainly operating liabilities and exclude taxation liabilities.
79
35.
SEGMENT INFORMATION CONTD
30 June 2011
Business segments
Financial information about business segments is presented as follows:
Group
Offshore Shipping 2011 2010 $000 $000 Shipbuilding 2011 2010 $000 $000 59,978 57,632 117,610 334,669 (57,632) 292,954 41,715 (57,632) 127,401 (41,734) (41,734) 127,401 Eliminations 2011 2010 $000 $000 Consolidated 2011 2010 $000 $000 357,063 357,063 67,423 67,423 64,128 64,109 19
Conventional Shipping 2011 2010 $000 $000
Corporate & Other Segment 2011 2010 $000 $000
Sales to external customers Inter-segment sales (1)
Total revenue
80
1,935 74,901 41,766 464 (9) (549) 26 (101) 50,601 (114) (7) 81,655 955 (1,025) (1,378) (2,565) (9,775) (12,490) 148 23,425
357 (4,134) (25,080) 1,601
288 (4,512) (18,383) 1,527
2,091 (2,427) (876)
2,194 (4,290) (791)
169 (161)
576 (166)
(246) 246
2,371 (6,476) (25,956) 1,601 148 955 1,961 (101)
3,058 (8,968) (19,174) 1,527 23,425 (1,025) (1,378) (2,565) (9,775) (663) (7)
Results: Interest income Interest expenses Depreciation and amortisation Share of profits of associates, net of tax Reversal of impairment losses and provisions for associated costs Reversal of provision/(provision) for associated shutdown cost Impairment of land use rights Impairment of shoreline agreement Impairment of fixed assets Reversal of impairment/(impairment) of trade receivables Other non-cash expenses (2) (3,828) (12,358)
Segment profit/(loss) (3)
2,767
101,118 (17,312) 83,806
122,351 (18,636) 103,715
Taxation
Profit after taxation
35.
Business segments (contd)
Group
Offshore Shipping 2011 2010 $000 $000 Shipbuilding 2011 2010 $000 $000 3,289 388,379 224,227 312,909 5,648 7,185 31,470 410,162 67,311 189,720 (4,448) 5,644 1,653 1,843 (3,934) (3,289) 7,449 125,215 6,997 148,466 Eliminations 2011 2010 $000 $000 Consolidated 2011 2010 $000 $000 8,443 142,822 412,238 178,387 52 53 16 21
Conventional Shipping 2011 2010 $000 $000
Corporate & Other Segment 2011 2010 $000 $000
Assets: Investment in associates Additions to non-current assets (4)
9,730 121,926
Segment assets (5)
526,022
(7,083) 977,280 1,005,058 27,636 417,850 526,170
Segment liabilities (6)
156,453
(1)
(2)
Inter-segment revenues are eliminated on consolidation. Other non-cash expenses relate to fixed assets written off.
81 30 June 2011

30 June 2011
35.

Business segments (contd)
(3)
The following items are added to/(deducted from) segment profit to arrive at Profit before tax from continuing operations presented in the consolidated income statement: Group 2011 $000 Share of profits of associates (Loss)/profit from inter-segment sales 1,601 (13,959) (12,358) 2010 $000 1,527 1,240 2,767
(4)
Additions to non-current assets consist of construction of fixed assets. The following items are added to/(deducted from) segment assets to arrive at total assets reported in the consolidated balance sheet: Investment in associates Inter-segment assets Unallocated assets (club memberships) 7,449 (12,003) 106 (4,448) 6,997 (14,313) 233 (7,083)
(5)
(6)
The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated balance sheet: Deferred taxation Provision for taxation 19 31,451 31,470 40 27,596 27,636
Geographical segments
The Groups business segments operate globally in 5 main geographical regions. Segment revenue is based on the geographical location of the Groups customers. Segment assets relating to the Groups chartering business are based on the geographical location of the Groups customers and other segment assets are based on the geographical location of the Groups assets. Revenue 2011 $000 Singapore South Asia North Asia Middle East America Europe Others 65,525 1,847 4,220 32,898 3,832 19,079 127,401 2010 $000 167,232 4,517 33,205 136,725 15,384 357,063 Non-current assets 2011 2010 $000 $000 364,261 23,451 387,712 369,200 6,468 375,668
82

30 June 2011
35.

Geographical segments (contd)
Non-current assets information presented above consist of fixed assets and intangible assets as presented in the consolidated balance sheet.
Information about major customers

Revenue from two (2010: two) major customers amount to $59,978,400 (2010: $96,180,850) arising from sales by the shipbuilding segment.
36.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and the Company are exposed to financial risks arising from its operations. The main risks of the Group are interest rate risk, liquidity risk, credit risk and foreign currency risk. The Board of Directors reviews and agrees policies for the management of these risks. The Group and the Company do not apply hedge accounting. The following sections provide details regarding the Groups and Companys exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks.
(a)
Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Groups and the Companys financial instruments will fluctuate because of changes in market interest rates. The Groups exposure to interest rate risk arises mainly from their bank borrowings and cash deposits placed with financial institutions. For interest income from cash deposits, the Group manages the interest rate risk by placing cash deposits with reputable financial institutions on varying maturities and interest rate terms. For interest expenses on borrowings, the Groups policy is to obtain the most favourable interest rates available after taking into account its foreign currency exposures. Other information related to interest rate risk is disclosed in Notes 23 and 27. Sensitivity analysis for interest rate risk The sensitivity analysis assumes an instantaneous 100 basis point change in the interest rate from the balance sheet date, with all other variables held constant. At the balance sheet date, if USD and SGD interest rates had been 100 (2010: 100) basis points lower/higher with all other variables held constant, the Groups profit before taxation would have been $2,172,000 (2010: $3,580,000) higher/lower. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment.
(b)
Liquidity risk
Liquidity risk refers to the risk which the Group encounters difficulties in meeting its financial obligations due to shortage of funds. The Groups and the Companys exposures to liquidity risk arise primarily from mismatches of the maturities of financial assets and liabilities. The Groups and the Companys objectives are to maintain a balance between operating cash flows and term loans. The Groups surplus funds are also managed centrally by placing them with reputable financial institutions on varying maturities.
83

30 June 2011
36.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTD

(b) Liquidity risk (contd)
Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profile of the Groups and the Companys financial assets and liabilities at the balance sheet date based on contractual undiscounted repayment obligations. 2011 15 years $000 (323,011) (323,011) (323,011) 2011 15 years $000 (5,672) (5,672) (5,672) 2010 15 years $000 (402,086) (402,086) (402,086) 2010 15 years $000 (6,857) (6,857) (6,857)
Group Financial assets: Trade receivables Other receivables Cash and bank balances Total undiscounted financial assets Financial liabilities: Trade payables and accruals Other payables Bank borrowings Total undiscounted financial liabilities Total net undiscounted financial assets/(liabilities)
1 year or less $000 40,658 5,751 230,592 277,001 (44,143) (4,472) (21,257) (69,872) 207,129
Total $000 40,658 5,751 230,592 277,001 (44,143) (4,472) (344,268) (392,883) (115,882)
1 year or less $000 56,839 26,639 208,990 292,468 (53,269) (7,147) (60,416) 232,052
Total $000 56,839 26,639 208,990 292,468 (53,269) (7,147) (402,086) (462,502) (170,034)
Company Financial assets: Trade receivables Other receivables Amounts due from subsidiaries Cash and bank balances Total undiscounted financial assets Financial liabilities: Trade payables and accruals Other payables Bank borrowings Amounts due to subsidiaries Total undiscounted financial liabilities Total net undiscounted financial assets/(liabilities)
1 year or less $000 17 2,874 247,756 62,654 313,301 (353) (37) (152) (129,825) (130,367) 182,934
Total $000 17 2,874 247,756 62,654 313,301 (353) (37) (5,824) (129,825) (136,039) 177,262
1 year or less $000 1,151 3,744 134,865 184,799 324,559 (1,233) (16) (133,213) (134,462) 190,097
Total $000 1,151 3,744 134,865 184,799 324,559 (1,233) (16) (6,857) (133,213) (141,319) 183,240
84

30 June 2011
36.

(b) Liquidity risk (contd)
The table below shows the contractual expiry by maturity of the Group and Companys contingent liabilities and commitments. The maximum amount of the financial guarantee contracts are allocated to the earliest period in which the guarantee could be called. 2011 15 Over years 5 years $000 $000 57,787 148 2010 15 Over years 5 years $000 $000 112,500
Group Financial guarantees Purchase order commitments
1 year or less $000 634 112,786
Total $000 634 170,721
1 year or less $000 471 129,310
Total $000 471 241,810
(c)
Credit risk
Credit risk arises mainly from the risk of counterparties defaulting on the terms of their agreements. The Groups objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group has no significant concentration of credit risk with any single counterparty and monitors its exposure to credit risks arising from sales to customers on an on-going basis where credit evaluations are performed on customers requiring credit over a certain amount. The Groups exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash and cash equivalents and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties. Exposure to credit risk At the balance sheet date, the Groups and the Companys maximum exposure to credit risk is represented by: The carrying amount of each class of financial assets recognised in the balance sheets. A nominal amount of $313,683,000 (2010: $354,068,000) relating to a corporate guarantee to secure bank facilities for subsidiaries.
Credit risk concentration profile At the balance sheet date, the Groups maximum exposure to credit risk for trade receivables at the balance sheet date is as follows: Group 2011 $000 % of total By business activities: Shipbuilding and ship repair Ship chartering Others 20,513 20,128 17 40,658 50% 50% 0% 100%
$000 28,971 26,717 1,151 56,839
2010 % of total 51% 47% 2% 100%
85

30 June 2011
36.

(c) Credit risk (contd)
At the balance sheet date, approximately: 69% (2010: 71%) of the Groups trade receivables were due from 5 (2010: 5) major customers who are multiindustry conglomerates. Financial assets that are neither past due nor impaired Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment record with the Group. Cash and cash equivalents are neither past due nor impaired are placed with or entered into with reputable financial institutions with high credit ratings and no history of default. Financial assets that are either past due or impaired Information regarding financial assets that are either past due or impaired is disclosed in Note 19.
(d)
Foreign currency risk

The Group has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of the Group entities, primarily SGD. The foreign currencies in which these transactions are denominated are mainly the United States Dollar (USD), the Euro (EUR), the Norwegian Kroner (NOK), the Japanese Yen (JPY) and Chinese Renminbi (RMB). The Groups trade receivable and trade payable balances at the balance sheet date have similar exposures. The Group and the Company also hold cash and cash equivalents denominated in foreign currencies for working capital purposes. As at the balance sheet date, such foreign currency balances (mainly in USD) amounted to $144,588,000 (2010: $147,444,000) and $62,521,000 (2010: $144,006,000) for the Group and Company respectively. The Group does not use foreign exchange forward contracts and swaps for trading purpose. The Group is also exposed to currency translation risk arising from its net investments in foreign operations. The Groups net investments in foreign operations are not hedged as currency positions in RMB and USD are considered to be long-term in nature. Sensitivity analysis for foreign currency risk A 5% strengthening of the following currencies against the SGD at the balance sheet date would have increased/ (decreased) profit before taxation by the amounts shown in the table below. This analysis assumes that all other variables are held constant and is performed on the same basis for the financial year ended 2010. Group Profit before taxation 2011 2010 $000 $000 USD EUR NOK JPY RMB (7,360) 743 341 (3) 799 (8,228) 910 355 (22) 23
A 5% weakening of the above currencies against SGD at the balance sheet date would have equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant.
86

30 June 2011
37.
CAPITAL MANAGEMENT
The Groups objective when managing capital is to safeguard the Groups ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group monitors capital using a gearing ratio, which is net debt divided by total equity attributable to the owners of the parent. Net debt represents bank borrowings less cash and cash equivalents. No changes were made in the objectives, policies or processes during the financial years ended 30 June 2011 and 2010. The gearing ratios as at 30 June 2011 and 2010 are as follows: Group 2011 $000 Bank borrowings (Note 27) Less: Cash and cash equivalents (Note 23) Net debt Equity attributable to the owners of the parent Gearing ratio 318,640 (230,592) 88,048 559,426 16% 2010 $000 359,663 (208,990) 150,673 478,884 31%
38.
FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arms length transaction, other than in a forced or liquidation sale.
(i)
Financial instruments whose carrying amounts approximate fair value

Cash and bank balances, fixed deposits, trade and other receivables, trade and other payables, amounts due from/ (to) subsidiaries and bank borrowings The carrying amounts of these financial assets and liabilities are reasonable approximations of fair values, due to their short term nature or that they are floating rate instruments that are frequently repriced to market interest rates.
(ii)
Financial instruments whose fair values cannot be reliably determined

Long-term loans to subsidiary and associate These loans are not expected to be repayable in the foreseeable future, as they are repayable only when the cash flows of the borrowers permit. Accordingly, the fair values of the loans are not determinable as the timing of the future cash flows arising from the loans cannot be estimated reliably.
39.
AUTHORISATION OF FINANCIAL STATEMENTS

The financial statements for the financial year ended 30 June 2011 were authorised for issue in accordance with a resolution of the directors on 18 September 2011.
87
DETAILS OF PROPERTIES
As at 30 June 2011, the leasehold properties of the Group consist of the following : Approximate Area (in square metre)
Location Singapore: 13 Tuas Crescent, Singapore 638707
Purpose
Tenure of Lease
Shipbuilding and administrative office
24,939
30 years from 1981 10 years from 2011*
* lease renewed on 16 April 2011 for 10 years.
Batam: Jalan Brigjen Katamso KM 6 Tanjung Uncang Batam Indonesia
Shipbuilding, ship repair and administrative office
130,138
30 years from 1993
30,900
30 years from 1996
6,662
22 years from 2006
13,338
30 years from 2008
88
SHAREHOLDERS INFORMATION
as at 16 September 2011
Number of equity securities Class of equity securities Voting rights
: : :
771,701,985 Ordinary share One vote per share
There are no treasury shares held in the issued share capital of the Company.
STATISTICS OF SHAREHOLDINGS
Size of Shareholdings 1 999 1,000 10,000 10,001 1,000,000 1,000,001 and above Total Number of Shareholders 36 1,930 1,662 28 3,656 % 0.98 52.79 45.46 0.77 100.00 Number of Shares 12,438 12,730,798 91,434,139 667,524,610 771,701,985 % 0.00 1.65 11.85 86.50 100.00
SUBSTANTIAL SHAREHOLDERS
(As recorded in the Register of Substantial Shareholders) Direct Interest Cathay Asset Management Company Limited (Cathay Asset Management) Kidson Pte Ltd (Kidson) Deutsche Asia Pacific Holdings Pte. Ltd. (Deutsche Asia Pacific) DB Valoren S.A.R.L. (DB Valoren) Deutsche Bank AG (Deutsche Bank) Linden Capital L.P. (Linden Capital) Linden GP LLC (Linden GP) Wong Siu Min (Mr Wong) Octavian Advisors, LP Orchard Avalon Limited Orchard Capital Partners (Hong Kong) Limited (Orchard Capital) FMR LLC FIL Ltd. 159,182,813 98,000 146,448,958 39,045,306 46,818,367 % 20.63 0.01 18.98 5.06 6.07 Deemed Interest 159,182,813(1) 159,182,813(2) 159,182,813(3) 159,182,813 566,821 147,015,779(5) 147,015,779(6) 78,030,612(7) 69,504,000(8) 69,504,000
(8) (4)
% 20.63 20.63 20.63 20.63 0.07 19.05 19.05 10.11 9.00 9.00
Notes: (1) Cathay Asset Management is a wholly-owned subsidiary of Kidson and Kidson is deemed interested in the shares held by Cathay Asset Management. (2) Kidson is a wholly-owned subsidiary of Deutsche Asia Pacific and Deutsche Asia Pacific is deemed interested in the shares held by Cathay Asset Management. (3) Deutsche Asia Pacific is a wholly-owned subsidiary of DB Valoren and DB Valoren is deemed interested in the shares held by Cathay Asset Management. (4) DB Valoren is a wholly-owned subsidiary of Deutsche Bank and Deutsche Bank is deemed interested in the shares held by Cathay Asset Management. (5) The general partner of Linden Capital is Linden GP and Linden GP is deemed interested in the shares held by Linden Capital. (6) Mr Wong is the managing member of Linden GP and Mr Wong is deemed interested in the shares held by Linden Capital. (7) The shares are held by Deutsche Bank as prime broker on behalf of funds managed by Orchard Capital. (8) The deemed interest arises from the shares held in FID FDS Asia Pac Growth & Inc, Fidelity Asiastar Fund, Fidelity Northstar Fund Sub B and FID Low Priced Stock Fund.
89
SHAREHOLDERS INFORMATION
as at 16 September 2011
TWENTY LARGEST SHAREHOLDERS

No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Name DB Nominees (S) Pte Ltd Raffles Nominees (Pte) Ltd Merrill Lynch (Singapore) Pte Ltd HSBC (Singapore) Nominees Pte Ltd Morgan Stanley Asia (Singapore) Securities Pte Ltd DBS Nominees Pte Ltd Citibank Nominees Singapore Pte Ltd United Overseas Bank Nominees Pte Ltd DBS Vickers Securities (S) Pte Ltd OCBC Securities Private Ltd Kim Eng Securities Pte Ltd UOB Kay Hian Pte Ltd BNP Paribas Securities Services Singapore DBSN Services Pte Ltd Boon Suan Aik Lim Chin Choo Elizabeth OCBC Nominees Singapore Pte Ltd Boon Kia In Vincent (Wen Jiayin) Mayban Nominees (S) Pte Ltd Eka Tjandranegara Total Number of Shares 307,264,605 115,424,305 50,281,307 45,504,200 39,800,903 23,451,600 21,809,825 11,402,700 4,916,000 4,884,019 4,623,756 4,265,000 4,147,000 4,098,614 3,950,000 3,939,000 2,993,000 2,377,000 1,583,000 1,579,752 658,295,586 % 39.82 14.96 6.52 5.90 5.16 3.04 2.83 1.48 0.64 0.63 0.60 0.55 0.54 0.53 0.51 0.51 0.39 0.31 0.21 0.20 85.33
PERCENTAGE OF SHAREHOLDING IN PUBLICS HANDS

Based on the information available to the Company as at 16 September 2011, approximately 35.26% of the Companys shares are held in the hands of the public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.
90
NOTICE OF ANNUAL GENERAL MEETING

Company Registration No.: 199002391E Incorporated in the Republic of Singapore
NOTICE IS HEREBY GIVEN that the Twenty-first Annual General Meeting of Jaya Holdings Limited (the Company) will be held at 13 Tuas Crescent, Singapore 638707 on Tuesday, 25 October 2011 at 11.00 a.m. for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors Report and the Audited Accounts of the Company for the financial year ended 30 June 2011 together with the Auditors Report thereon. To re-elect the following Directors of the Company retiring pursuant to Article 74 of the Articles of Association of the Company: Mr Stephen Le Ee Boon Ms Maria Chang Mr Craig J. Gilbert Mr Cosimo Borrelli Mr Stephen Le Ee Boon will, upon re-election as a Director of the Company, remain as the Non-Executive Chairman of the Company and a member of the Nomination Committee, and will be considered nonindependent. Ms Maria Chang will, upon re-election as a Director of the Company, remain as a member of the Audit, Remuneration and Executive Committees, and will be considered non-independent. Mr Craig J. Gilbert will, upon re-election as a Director of the Company, remain as a Non-Executive Director of the Company, and will be considered non-independent. Mr Cosimo Borrelli will, upon re-election as a Director of the Company, remain as a member of the Audit and Remuneration Committees, and will be considered independent. 3. To re-appoint the following Directors of the Company retiring under Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General Meeting until the next Annual General Meeting of the Company: [See Explanatory Note (i)] Mr Lim Jiew Keng Mr Liow Keng Teck Mr Lim Jiew Keng will, upon re-appointment as a Director of the Company, remain as the Chairman of the Audit Committee and a member of the Nomination Committee, and will be considered independent. Mr Liow Keng Teck will, upon re-appointment as a Director of the Company, remain as the Chairman of the Nomination Committee and a member of the Audit and Remuneration Committees, and will be considered independent. 4. To approve the payment of Directors fees of S$284,202 for the financial year ended 30 June 2011 (2010: S$201,300). Resolution 6 Resolution 7 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 1
2.
Resolution 8
91
5.
To re-appoint Messrs Ernst & Young LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
Resolution 9
6.
AS SPECIAL BUSINESS To consider and if thought fit, to pass the following resolution as Ordinary Resolution, with or without any modifications: 7. Authority to issue shares That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors of the Company be authorised and empowered to: (a) (i) (ii) issue shares in the Company (shares) whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in force, provided that: (1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below); (2) (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for: (a) new shares arising from the conversion or exercise of any convertible securities;
(b) new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution; and (c) any subsequent bonus issue, consolidation or subdivision of shares;
92
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance has been waived by the Singapore Exchange Securities Trading Limited) and the Articles of Association of the Company; and (4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. [See Explanatory Note (ii)]
Resolution 10
By Order of the Board
Yeo Poh Noi Caroline Secretary Singapore, 10 October 2011
Explanatory Notes: (i) The effect of the Ordinary Resolutions 6 and 7 proposed in item 3 above, is to re-appoint the Directors of the Company who are over 70 years of age. The Ordinary Resolution 10 in item 7 above, if passed, will empower the Directors of the Company, effective until the conclusion of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to shareholders. For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares) will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares.
(ii)
Notes: 1. A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 13 Tuas Crescent, Singapore 638707 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
2.
93
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Company Registration No.: 199002391E Incorporated in the Republic of Singapore
PROXY FORM
(Please see notes overleaf before completing this Form)
IMPORTANT: 1. For investors who have used their CPF monies to buy Jaya Holdings Limiteds shares, this Report is forwarded to them at the request of the CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf.
I/We, of being a member/members of Jaya Holdings Limited (the Company), hereby appoint: Name NRIC/Passport No. Proportion of Shareholdings No. of Shares Address %
and/or (delete as appropriate) Name NRIC/Passport No. Proportion of Shareholdings No. of Shares Address %
or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the Meeting) of the Company to be held on 25 October 2011 at 11.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll. (Please indicate your vote For or Against with a tick [] within the box provided.) No. 1 2 3 4 5 6 7 8 9 10 Resolutions relating to: Directors Report and Audited Accounts for the financial year ended 30 June 2011 Re-election of Mr Stephen Le Ee Boon as a Director Re-election of Ms Maria Chang as a Director Re-election of Mr Craig J. Gilbert as a Director Re-election of Mr Cosimo Borrelli as a Director Re-appointment of Mr Lim Jiew Keng as a Director Re-appointment of Mr Liow Keng Teck as a Director Approval of Directors fees amounting to S$284,202 Re-appointment of Messrs Ernst & Young LLP as Auditors Authority to issue shares day of 2011 Total number of Shares in: (a) CDP Register (b) Register of Members Signature of Shareholder(s) or, Common Seal of Corporate Shareholder No. of Shares For Against
Dated this
Notes: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 13 Tuas Crescent, Singapore 638707 not less than 48 hours before the time appointed for the Meeting. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.
2. 3. 4.
5. 6.
7.
General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
Designed and produced by
(65) 6578 6522

13 Tuas Crescent Singapore 638707 Tel: (65) 6265 1010 Fax: (65) 6864 5555 Email: enquiry@jayaholdings.com Website: www.jayaholdings.com Co Reg. No: 199002391E

Jaya Holdings Annual Report 2011

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JAYA HOLDINGS LIMITED

CORPORATE MISSION STATEMENT

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

GROUP REVENUE ($000)

PROFIT ATTRIBUTABLE TO SHAREHOLDERS ($000)

EARNINGS PER SHARE (CENTS)

NET ASSET BACKING PER ORDINARY SHARE (CENTS)

20.00 15.80 15.00

TOTAL ASSETS ($000)

SHAREHOLDERS FUND ($000)

200,000 0.00 FY07 FY08 FY09 FY10 FY11

100,000 0.00 FY07 FY08 FY09 FY10 FY11

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

TOTAL ASSETS OWNED ($ MILLION)

0 2007 2008 2009 2010 2011

29 73 176 28 295 0 601

20 202 192 30 404 11 859

102 98 384 7 397 4 992

209 144 270 7 375 0 1,005

231 77 274 7 388 0 977

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

TOTAL LIABILITIES AND SHAREHOLDERS FUNDS ($ MILLION)

0 2007 2008 2009 2010 2011

378 78 31 114 0 601

439 96 204 120 0 859

375 133 370 114 0 992

479 113 360 53 0 1,005

559 55 319 44 0 977

GROUP RESULTS FOR THE PAST FIVE FINANCIAL YEARS

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

CORPORATE GROUP STRUCTURE

JAYA HOLDINGS LIMITED

Jaya Oshore Pte Ltd

Airia Jaya Marine (S) Pte Ltd

AJM Shipping Pte Ltd

Java Marine Lines Pte Ltd

Jaya International Transport Pte Ltd

Jaya Shipbuilding and Engineering Pte Ltd

P.T. Jaya Asiatic Shipyard

Jaya Oshore (H.K.) Ltd

Batamindo Carriers Pte Ltd

JSE Shipping Pte Ltd

Jaya DMS Marine Pte Ltd

JSE Oshore (Labuan) Pte Ltd

DMS Jaya Marine W.L.L

Nantong Dongjiang Shipyard Company Limited

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

THE WAY FORWARD

JAYA HOLDINGS LIMITED | ANNUA ANNUAL REPORT 2011

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

Outlook and Prospects

ACKNOWLEDGEMENT AND APPRECIATION

STEPHEN LE EE BOON CHAIRMAN 18 September 2011

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

STEPHEN LE EE BOON Singaporean, 35

CHAN MUN LYE Singaporean, 60

MARIA CHANG Australian, 35

JAYA HOLDINGS LIMITED | ANNUAL REPORT 2011

CRAIG J. GILBERT American, 34

LIM JIEW KENG Singaporean, 71