Annual Report 2019 PDF
Annual Report 2019 PDF
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Sinarmas Land Limited 1
Annual Report 2019
Corporate
Profile
Listed on the Singapore Exchange and headquartered in
Singapore, Sinarmas Land Limited (“SML”) is engaged in the
property business through its developments and investments
in Indonesia, Malaysia, China, Australia and the United
Kingdom.
Vision
To be the leading property developer in Southeast Asia,
trusted by customers, employees, society, and other
stakeholders
Values
Integrity, Positive Attitude, Commitment, Continuous
Improvement, Innovation, Loyalty
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2 sinarmas
Sinarmas Land land.
Limited sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. s
Annual Report 2019
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Year in Brief
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SML ENTERED INTO A JOINT SML RECEIVED ASIA’S BEST PARTNERED WITH RONGQIAO
VENTURE WITH CITRAMAS FIRST-TIME SUSTAINABILITY GROUP TO JOINTLY DEVELOP
GROUP REPORT AWARD IN TAICANG CITY, CHINA
The joint venture company will The award is the highest recognition SML invested a total of RMB222.3
develop and manage commercial for exceptional sustainability and million with a 30.0% equity stake to
properties located in Nongsa district, integrated reporting in Asia jointly develop a residential project
Batam, with a focus on the digital located in Chengxiang Town,
economy Taicang City with Rongqiao Group
Co., Ltd. (“Rongqiao”)
SML and Citramas Group jointly DIRE is listed on the Indonesia Stock SML and Microsoft signed a
appointed Surbana Jurong on 18 Exchange with a total asset value Memorandum of Understanding
July 2019 as the Master Planner to of Indonesian Rupiah (“IDR”) 13.5 (“MOU”) to transform BSD City
develop Nongsa Digital Economy trillion (S$1.3 billion) into an integrated smart city by
Hub utilising digital technologies such as
cloud, artificial intelligence, Internet
of Things (IoT), and data-based
decision making
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sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas Sinarmas Land Limited
Annual Report 2019
3
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mas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas
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mas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
SELECT ITEMS
STRATEGIC TECHNOLOGY PARTNERSHIP WITH LUCK AND SML AND GRAB LAUNCHED
PARTNERSHIP WITH GRAB HP INDONESIA GRABWHEEL
SML signed a partnership SML partnered with PT Sentral Mitra SML and Grab launched an
agreement with Southeast Asia Informatika Tbk (“LUCK”) and HP innovative mobility solution,
ride-hailing giant, Grab, to develop Indonesia to develop cloud printing GrabWheels. This service provides
digital infrastructure and drive technology in BSD City environmental-friendly electric
technological transformation in scooters for use in several locations
BSD City within BSD City
Hyundai Motor Company and the SML held a topping-off ceremony Mapletree Australia Commercial
Indonesian government signed for Aerium Apartment. This is a Office Trust (“MASCOT”) is a private
a MOU to build a 77.6 hectares joint venture between SML and two trust which is fully invested in 10
state-of-the-art manufacturing plant leading companies from Japan; Grade A office assets strategically
in Kota Deltamas, Indonesia, with namely Itochu Corporation and located in key Australian gateway
an investment of approximately Shimizu Corporation Motor Group cities with a total asset value about
US$1.55 billion (S$2.2 billion) Australian dollar (“A$”) 1.4 billion
(S$1.3 billion)
4 Sinarmas Land Limited
Annual Report 2019
Financial Highlights
Revenue (S$ million) Gross Profit (S$ million) EBITDA (S$ million)
6,556.1 930.3
984.1
119.0 6,560.5
Total Assets
0.6%
by Category 1.9%
12.5%
Revenue By
Product Category
4.1%
1.0%
Sale of Development Properties
Rental and Related Income
2019 Hotel and Golf Operations
Service Concession Arrangements
80.7% 2.3%
Others
11.9%
Net Asset Value per Earning per Share (Basic) Cash Dividend
Ordinary Share (excluding (Singapore cents) (Singapore cents)
treasury shares)
Milestones
2015
1990 – 1997
2002 - 2010
2011
BSDE rights issue to acquire: DUTI, Sinar Mas Sinarmas Land brand introduced
Teladan, Sinar Mas Wisesa (2010) l l l
2016 2019
BSDE won the tender to develop a 30km toll SML invested RMB222.3 million with a 30.0% equity
road project connecting Serpong and Balaraja stake to jointly develop a residential project with
for an investment value of IDR6.04 trillion Rongqiao in Taicang City, China
l l l l l l
BSDE issued US$200.0 million senior notes at Hyundai Motor to develop a manufacturing plant
5.5% annual coupon and IDR650.0 billion for in Kota Deltamas, Indonesia, with an investment of
its Indonesian bond issuance approximately US$1.55 billion
l l l
2018
Acquisition of Sinarmas MSIG Tower BSDE issued US$300.0 million senior notes,
for IDR2.4 trillion at 7.25% annual coupon
l l l l l l
BSDE issued US$70.0 million senior notes, at 5.5% Apple launched Asia’s first Developer Academy
annual coupon at BSD City, Jakarta, Indonesia
l l l l l l
Strategic alliance with Panahome Asia Pacific Formed partnership with Kawan Lama Group to
develop a mixed-use development in Kota Wisata,
Indonesia
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RMB396.0 million for a 40.0%
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sinarmas land.
development project in Chengdu, China
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Annual Report 2019 land. sinarmas land. sinarmas land. sinarmas land. sinarm
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Chairman and CEO Statement land. sinarmas land. . sinarmas land. sinarmas land. sinar
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17 MARCH 2020
12 Sinarmas Land Limited
Annual Report 2019
Board of Directors
Mr. Franky Widjaja is the Executive Chairman of Sinarmas Land Mr. Muktar Widjaja is an Executive Director and the Chief
Limited (“SML”) and a member of its Executive/Board Committee Executive Officer of SML, and a member of its Executive/Board
and Nominating Committee. He has been a Director of SML Committee. He has been a Director of SML since 1997 and the
since 1997. His last re-appointment as a Director was in 2019. Chief Executive Officer since 2006. His last re-appointment as a
Director was in 2017.
Mr. Franky Widjaja, aged 62, graduated from Aoyama Gakuin
University, Japan with a Bachelor’s degree in Commerce Mr. Muktar Widjaja, aged 65, obtained his Bachelor of
in 1979. He has extensive management and operational Commerce degree in 1976 from the University Concordia,
experience and, since 1982, has been involved with different Canada. Since 1983, Mr. Muktar Widjaja has been actively
businesses including pulp and paper, property, chemical, involved in the management and operations of the property,
telecommunication, financial services and agriculture. financial services, agriculture, chemical and pulp and paper
businesses.
Mr. Franky Widjaja is also the Chairman and Chief Executive
Officer of Golden Agri-Resources Ltd (“GAR”), and a Director of Mr. Muktar Widjaja is currently an Executive Director and
Bund Center Investment Ltd (“BCI”), both listed on the Official President of GAR, listed on the Official List of the Singapore
List of the Singapore Exchange Securities Trading Limited. Exchange Securities Trading Limited. Mr. Muktar Widjaja is also
a member of the boards of several subsidiaries of SML and
Mr. Franky Widjaja is a member of the boards of several GAR. He is the President Commissioner of PT Bumi Serpong
subsidiaries of SML, GAR and BCI. Mr. Franky Widjaja is also the Damai Tbk, PT Duta Pertiwi Tbk and PT Puradelta Lestari Tbk, all
President Commissioner of PT Sinar Mas Agro Resources and subsidiaries of SML listed on the Indonesia Stock Exchange.
Technology Tbk, a subsidiary of GAR listed on the Indonesia Mr. Muktar Widjaja is also the Vice President Commissioner of PT
Stock Exchange. Sinar Mas Agro Resources and Technology Tbk, a subsidiary of
GAR listed on the Indonesia Stock Exchange.
Currently, Mr. Franky Widjaja is the Co-Chairman of Partnership
for Indonesia Sustainable Agriculture (“PISAgro”); the Vice Present directorships in other Singapore listed companies:
Chairman of the Indonesian Chamber of Commerce and Industry • Golden Agri-Resources Ltd
(“KADIN”) for Agribusiness, Food and Forestry Sector; and he
is a member of the Advisory Board of the Indonesian Palm Oil Other principal commitments: Nil
Association (“GAPKI”); and a member of World Economic Forum
(“WEF”): Global Agenda Trustee for World Food Security and Past directorships in other Singapore listed companies
Agriculture Sector. Mr. Franky Widjaja was Co-Chair of WEF: (2017-2019): Nil
Grow Asia until August 2019.
Board of Directors
MARGARETHA NATALIA WIDJAJA FERDINAND SADELI
Executive Director Executive Director and Chief Financial Officer
Ms. Margaretha Widjaja is an Executive Director of SML Mr. Ferdinand Sadeli is an Executive Director and the Chief
and a member of its Executive/Board Committee. She has Financial Officer (“CFO”) of SML, and a member of its Executive/
been a Director of SML since December 2010, and her last Board Committee. He has been a Director and CFO since April
re-appointment as a Director was in 2017. 2012. His last re-appointment as a Director was in 2018.
Ms. Margaretha Widjaja, aged 38, graduated from Seattle Mr. Sadeli, aged 46, graduated from Trisakti University, Jakarta,
University, United States of America in 1999 with a degree in Indonesia with a Bachelor of Economics majoring in Accounting
Bachelor of Arts majoring in Finance, Marketing and Information in 1996, the University of Melbourne, Australia with a Master of
Systems. She later obtained a Master of Management Applied Finance in 1999 and Bina Nusantara University with a
Information Systems in 2001 from the same university. Doctor in Management in 2017. In July 2019, he completed a
post graduate Diploma in Digital Business from Emeritus Institute
Since 2008, Ms. Margaretha Widjaja was Vice-Chairman of the of Management in collaboration with MIT and Columbia Business
Indonesian Property Division of SML and she was instrumental School. He is a Chartered Financial Analyst (CFA) charterholder,
in leading the transition of the management organisation CPA (Australia) holder and Financial Risk Manager (FRM) holder.
structure and the re-branding of “Sinarmas Land” in Indonesia.
She assists the Chief Executive Officer in the operations, Mr. Sadeli has more than 23 years of combined working
strategic development of the Group, formulating the Group’s experience in several different roles (auditor, accountant,
business plans and strategies, and is also responsible for the business valuer, merger & acquisition consultant, CFO and
Group’s Enterprise Risk Management activities and corporate banker) within multinational and public listed companies in
governance initiatives. Indonesia, Singapore and Australia.
Ms. Margaretha Widjaja is a member of the boards of several Mr. Sadeli is a member of the boards of several subsidiaries of
subsidiaries of SML. SML.
Prior to her current position in SML, Ms. Margaretha Widjaja Prior to joining SML as the Chief Investment Officer, Mr. Sadeli
was Deputy CEO, Forestry Division of Sinar Mas Group from was a Director of the Investment Bank Division in PT Barclays
2002 to 2008, where she led the teams responsible for Finance, Capital Securities Indonesia from October 2010 to January 2012.
Information Technology, Human Resources, Legal and Business He joined PT Bakrieland Development Tbk as a Finance Director
Control and was key to driving the strategies for the Division’s in July 2007 before he left in October 2010. He previously
growth during her tenure. She had also worked as an Investment worked for 11 years in Ernst & Young, Jakarta and Sydney
Analyst with Merrill Lynch Bank in the United States between Offices with his last position as a Senior Manager. Mr. Sadeli was
2000 and 2002 and was involved in the due diligence analysis the President of CPA Australia – Indonesia Office from 2009 to
and execution of various M&A transactions. 2012, and served as a member of the International Board of CPA
Australia from 2013 to 2014.
Present directorships in other Singapore listed companies: Nil
Present directorships in other Singapore listed companies: Nil
Other principal commitments: Nil
Other principal commitments: Nil
Past directorships in other Singapore listed companies
(2017-2019): Nil Past directorships in other Singapore listed companies
(2017-2019): Nil
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Sinarmas Land Limited 15
Annual Report 2019
Mr. Robin Ng Cheng Jiet is an Executive Director of SML and Mr. Hong Pian Tee is an Independent Director of SML, chairman
a member of its Executive/Board Committee. He has been a of both the Audit Committee and Nominating Committee and a
Director of SML since April 2012. His last re-appointment as a member of its Remuneration Committee. Mr. Hong joined the
Director was in 2018. Board of Directors of SML in April 2017. His last re-appointment
as a Director was in 2018.
Mr. Ng, aged 45, graduated with a Bachelor of Accountancy
(Honours) from Nanyang Technological University, Singapore Mr. Hong, aged 75, was a Partner of PricewaterhouseCoopers
in 1998. Mr. Ng is a Chartered Accountant (Australia) since from 1985 to 1999 prior to retiring from professional practice.
2001 and a Chartered Accountant (Singapore) since 2002.
He is currently a Fellow Member of the Institute of Singapore Mr. Hong’s experience and expertise are in corporate advisory,
Chartered Accountants. financial reconstruction and corporate insolvencies since 1977.
He has been a Corporate/Financial Advisor to clients with
Mr. Ng is a member of the boards of several subsidiaries of SML. businesses in Singapore and Indonesia and in addition was
He is also an active Grassroots Leader since 2008 and currently engaged to restructure companies with operations in Taiwan,
serves as the Treasurer of the Citizens’ Consultative Committee Indonesia and Malaysia.
of the Ulu Pandan constituency of Holland-Bukit Timah GRC in
Singapore. Mr. Hong is currently the Chairman of Pei Hwa Foundation
Limited and he sits on the boards of two companies listed on
Mr. Ng has over 21 years of experience in operational finance the Official List of the Singapore Exchange Securities Trading
and public accounting within the Asia Pacific region. He was the Limited, namely, as an Independent Director of XMH Holdings
Chief Financial Officer of Top Global Limited, a company listed Ltd and Yanlord Land Group Limited.
on the Singapore Exchange Securities Trading Limited before
becoming the Finance Director of SML. Mr. Hong was previously a Non-executive Chairman and an
Independent Director of AsiaPhos Limited, an Independent
Prior to joining Top Global Limited, Mr. Ng was the Finance Director of Golden Agri-Resources Ltd and Memstar Technology
Director, Asia, of Methode Electronics Inc. from August 2009 to Ltd, until his resignation in May 2019, April 2017 and December
October 2010, and was with Lear Corporation (a Fortune 500 2017, respectively.
company) where he held various regional positions, with his
last position as the Head of Finance in Japan, before leaving Present directorships in other Singapore listed companies:
in August 2009. Previously, he was the Regional Internal • XMH Holdings Ltd
Controls Manager at Kraft Foods Asia Pacific Ltd (now known • Yanlord Land Group Limited
as Mondelez Asia Pacific Pte Ltd). Mr. Ng was also with Ernst
& Young Singapore and Australia (Sydney office) for more than Other principal commitments: Nil
seven years, serving as Audit Manager before he left.
Past directorships in other Singapore listed companies
Present directorships in other Singapore listed companies: Nil (2017-2019):
• AsiaPhos Limited
Other principal commitments: Nil • Golden Agri-Resources Ltd
• Memstar Technology Ltd
Past directorships in other Singapore listed companies
(2017-2019): Nil
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16 Sinarmas Land Limited
Annual Report 2019
Board of Directors
KUNIHIKO NAITO RODOLFO CASTILLO BALMATER
Independent Director Independent Director
Mr. Kunihiko Naito is an Independent Director of SML, and a Mr. Rodolfo Castillo Balmater is an Independent Director of SML,
member of its Audit Committee and Remuneration Committee. chairman of its Remuneration Committee and a member of its
Mr. Naito has been a Director since December 2007. His last Audit Committee and Nominating Committee. Mr. Balmater has
re-appointment as a Director was in 2019. been a Director of SML since February 2006. His last
re-appointment as a Director was in 2017.
Mr. Naito, aged 75, graduated from Waseda University, Japan,
in 1967 with a Bachelor’s degree in Engineering. Mr. Balmater, aged 71, graduated from Araullo University,
Philippines in 1969 with a degree in Bachelor of Science in
Mr. Naito is currently a Director of NSN Global (S) Pte Ltd, Commerce majoring in Accountancy (with honours), and
Singapore in the field of industrial business consulting. completed a Master in Management from the Asian Institute of
Management (with distinction) in 1978.
Mr. Naito was actively involved in food and industrial/residential
property development projects worldwide. Mr. Naito was with Mr. Balmater is currently the President Director/CEO of PT.
Nissho Iwai Corporation (now known as Sojitz Corporation) for 36 Balmater Consulting Company which advises family owned
years, of which 14 years were with its North American operation businesses and also provides training on corporate governance,
in New York. He had held various positions at Nissho Iwai finance, accounting, audit and risk management. Mr. Balmater is
Corporation, including that of General Manager of Machinery a Commissioner of PT. ABM Global Solutions and PT. Madusari
Department in New York, Deputy General Manager for the South Murni Indah Tbk and a member of each of the Audit Committees
East Asia region (based in Singapore), and Chief Representative of PT Erajaya Swasembada Tbk and PT Delta Djakarta Tbk.
for Nissho Iwai Corporation Indonesia.
Mr. Balmater had worked with international accounting firms
Present directorships in other Singapore listed companies: Nil (SGV Philippines, Arthur Andersen and Ernst & Young) from
1969 to 2006 in various capacities. Within the 37 years, he
Other principal commitments: was involved in audit work, financial consulting activities, and
• NSN Global (S) Pte Ltd (Director) business advisory service holding various job positions as
Partner and/or Director.
Past directorships in other Singapore listed companies
(2017-2019): Nil Present directorships in other Singapore listed companies: Nil
WILLY SHEE PING YAH @ SHEE PING YAN LEW SYN PAU
Independent Director Independent Director
Mr. Willy Shee Ping Yah @ Shee Ping Yan is an Independent Mr. Lew Syn Pau is an Independent Director of SML. Mr. Lew
Director of SML. Mr. Shee joined the Board of Directors of SML in joined the Board of Directors of SML in April 2018. His last
April 2018. His last re-appointment as a Director was in 2019. re-appointment as a Director was in 2019.
Mr. Shee, aged 71, holds a Diploma in Urban Valuation from Mr. Lew, aged 66, obtained a Master in Engineering from
the University of Auckland, New Zealand (under the Colombo Cambridge University, UK and a Master of Business
Plan Scholarship 1968-1970). He is a Fellow Member of the Administration from Stanford University, USA. Mr. Lew was a
Singapore Institute of Surveyors and Valuers, a Fellow Member Singapore Government scholar.
of the Association of Property and Facility Managers. Mr. Shee is
a Licensed Estate Agent in Singapore and a full member of the Mr. Lew was Senior Country Officer and General Manager for
Singapore Institute of Directors. Banque Indosuez Singapore, where he worked from 1994 to
1997. He was General Manager and subsequently, Managing
Mr. Shee is currently Senior Advisor to CBRE Pte Ltd having Director of NTUC Comfort from 1987 to 1993 and Executive
assumed a non-executive role after stepping down as the Director of NTUC Fairprice from 1993 to 1994. Mr. Lew served
Chairman, Asia of CBRE Pte Ltd in July 2016. From 1991 to June as a Member of Parliament from 1988 to 2001. He was President
2005, Mr. Shee was the Managing Director of CB Richard Ellis of The Singapore Manufacturers’ Federation from July 2002 to
(Pte) Ltd, Singapore office, and was responsible for its growth June 2006.
and overall operations. He was also Chairman of Ascendas-
Singbridge Gives Foundation from January 2012 until he Present directorships in other Singapore listed companies:
stepped down in 2019. • Broadway Industrial Group Ltd
• Food Empire Holdings Ltd
Other boards which Mr. Shee sits on include Bund Center • Golden Agri-Resources Ltd
Investment Ltd, Shanghai Golden Bund Real Estate Co., Ltd, • Golden Energy and Resources Limited
Mercatus Co-operative Ltd and Keppel Land Limited. He is also • SUTL Enterprise Limited
a Committee Member of Singapore Turf Club.
Other principal commitments: Nil
Present directorships in other Singapore listed companies:
• Bund Center Investment Ltd Past directorships in other Singapore listed companies
(2017-2019):
Other principal commitments: • Poh Tiong Choon Logistics Limited
• CBRE Pte Ltd (Senior Advisor) (delisted on 4 January 2018)
Ms. Lie Jani Harjanto has been the director of BSDE Mr. Ridwan Darmali has been the president director of
since 2010. She has also been the vice president director BSDE since 2013. He was BSDE commissioner from
of DUTI since 2016. She was the managing finance 2011 to 2013. He was the president director of DUTI
director of the Sinar Mas Energy and Mining Division from from 2010 to 2013. Prior to that, he was the director of
2009 to 2010, managing finance director of Sinar Mas engineering and planning in DUTI from 1994 to 2005,
Forestry Division from 2001 to 2009, general manager the general manager of PT Paraga Artamida in 1992,
of property management of Sinar Mas Real Estate the chief engineer of PT Putra Satria Prima from 1986
Divison from 1992 to 2001, controller manager of Sinar to 1991, and a civil project coordinator of PT Indulexco
Mas Real Estate Division in 1992 and corporate internal Consulting Engineers from 1979 to 1985. He received his
audit manager of Sinar Mas from 1988 to 1992. She Bachelor of Civil Engineering degree from Parahyangan
received her Bachelor of Economics degree from Trisakti Catholic University, Indonesia, in 1981 and a Bachelor’s
University, Indonesia, in 1989. degree in Highway Engineering from Bandung Institute of
Technology, Indonesia, in 1994.
MICHAEL JP WIDJAJA
TEKY MAILOA
Mr. Michael JP Widjaja has been the vice president
director of BSDE since 2007. He was a vice president Mr. Teky Mailoa has been BSDE’s commissioner since
director of DUTI from 2007 to 2015. He was a vice 2013. He was BSDE vice president director from 2011
president commissioner of PT Golden Energy Mines Tbk to 2013. He has also been a vice president director of
from 2011 to 2013 and vice president commissioner of DUTI since 2010, after serving as Duta Pertiwi’s director
PT Dian Swastatika Sentosa Tbk from 2009 to 2011. He from 2006 to 2010 and deputy director for treasury and
received his Bachelor of Arts degree from the University corporate planning from 1993 to 1995. He has also been
of Southern California, the United States, in 2006. a president director of PT Pembangunan Deltamas since
1995, and was the president director of DMAS from 2013
to 2016. He worked as an assistant project manager
MONIK WILLIAM for Tutor-Saliba, Perini Corp. in the United States from
1991 to 1993, and project manager for John R. Hundley
Ms. Monik William has been the director of BSDE since Inc., a U.S. company, from 1990 to 1991. He received
2007. She was a deputy director of ITC Depok from 2004 his Bachelor of Civil Engineering degree from Trisakti
to 2007. From 1992 to 2004, she was a project manager University, Indonesia, in 1987 and Master’s degree
or construction manager for various construction projects, in Structure and Construction Management from the
including Harco Mas Mangga Dua in Jakarta, Hua Fung University of Wisconsin, the United States, in 1990.
Garden in Zhuhai, China, Ambassador Mall & Apartment
in Jakarta, and Greenview Apartment in Jakarta. She was
a housing project manager of Duta Pertiwi from 1991 to
1992. She worked in PT Dacrea Avia from 1987 to 1991.
She received her Bachelor of Civil Engineering degree
from Bandung Institute of Technology, Indonesia, in 1986.
Sinarmas Land Limited 19
Annual Report 2019
TEAM
WORK
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20 Sinarmas Land Limited
Annual Report 2019
The Monetary Authority of Singapore issued a revised Code of Corporate Governance on 6 August 2018 effective for
financial years beginning on or after 1 January 2019 (the “Code”).
Rule 710 of the listing manual (“Listing Manual”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”)
requires an issuer to describe its corporate governance practices with specific reference to the principles and provisions
of the Code. Issuers must comply with the principles of the Code. Where practices vary, adequate reasons should be
given and how adopted practices are consistent with the intent of the principle.
This report describes the Company’s corporate governance practices and structures in place during the financial year
ended 31 December 2019 (“FY2019”), which are substantially in compliance, with explanations given for deviations from
practices of the Code.
For easy reference, the principles of the Code are set out in italics in this report.
BOARD MATTERS
The Board of Directors of the Company (“Board”) heads the Company to provide effective leadership and
direction to enhance the long-term value of the Group to its shareholders and other stakeholders.
The Board has the responsibility to fulfil its role which includes the following:
(a) provide entrepreneurial leadership, and set strategic objectives, which include appropriate focus on
value creation, innovation and sustainability;
(b) ensure that the necessary resources are in place for the Company to meet its strategic objectives;
(c) establish and maintain a sound risk management framework to effectively monitor and manage risks, and
to achieve an appropriate balance between risks and Company performance;
(e) instil an ethical corporate culture and ensure that the Company’s values, standards, policies and practices
are consistent with the culture; and
1.2 Scope of Director Duties, Code of Conduct, and Policy on Directors’ Conflict of Interest
All Directors of the Company (“Directors”) are expected to be cognisant of their statutory duties, and to
discharge them objectively, in the interest of the Company. To establish appropriate tone-at-the-top behaviour,
there is in place a code of conduct, known as the SML Code of Conduct, which spells out the standards
expected of all employees of SML and the Group to follow, and the behaviours expected of its officers and
employees.
Directors are regarded as Executive, Non-executive and Independent according to their differing roles,
although all Directors have the same statutory duties. In FY2019, all Directors were reminded, and took note,
of the different roles they have.
Sinarmas Land Limited 21
Annual Report 2019
The Board has adopted a comprehensive Policy on Directors’ Conflict of Interest that sets out guiding
principles for Directors when faced with an actual or potential conflict of interest situation. If a Director has or
is deemed to have a conflict of interest, he/she is required to refrain from discussing, decision-making, and to
abstain from voting on the relevant agenda item(s).
(1) Externally conducted courses on audit/financial reporting matters, audit committee’s role, corporate
governance/regulatory changes and other relevant topics subject to course availability;
(2) Quarterly management updates on operations and industry-specific trends and development; and
(3) Quarterly continuing education on regulatory changes and updates, including extraction of case studies
on corporate governance, and external auditors’ briefings on changes to accounting standards and
issues.
Having attended external courses/seminars, Directors are requested, in turn, to share their key takeaways with
fellow Directors at the next Board meeting.
Non-executive Directors who are newly appointed may not be familiar with the Group’s business. Upon
recommendation, they will be provided with orientation through overseas trips to familiarise them with the
Group’s operations, including briefing(s) by Management on the Group’s business, as well as governance
practices.
(1) Audit Committee Seminar 2019: The Audit Committee in the New Normal (January 2019)
(2) Elevating the AC Role with Analytics and AC Commentary (March 2019)
(3) SID Directors’ Conference 2019 – Transformation: From Ordinary to Extraordinary (September 2019)
(4) SIAS-Global Corporate Governance Conference – Technology – The New Face of Governance?
(September 2019)
The Company’s Internal Guidelines specify matters requiring Board approval, which include the following
corporate events and actions:
Committees established by the Board (“Board Committees”) comprise the Audit Committee (“AC”), the
Nominating Committee (“NC”), the Remuneration Committee (“RC”) and the Executive/Board Committee
(“BC”) with written terms of reference which clearly set out the authority and duties of each committee.
While the respective Board Committees has been delegated power to make decisions within its authority, the
ultimate responsibility for the decisions and actions rests with the Board as a whole.
Pages 23 to 38 of this report sets out further information on these Board Committees.
At present, a total of 10 Directors sit on the Board. Their position(s) in the Company, membership (if any) on
the Board Committees and directorship role are shown below:
Name Position(s) Executive/Independent Director
Franky Oesman Widjaja Executive Chairman Executive Director
Member of NC and BC
Muktar Widjaja CEO Executive Director
Member of BC
Margaretha Natalia Widjaja Member of BC Executive Director
Ferdinand Sadeli CFO Executive Director
Member of BC
Robin Ng Cheng Jiet Member of BC Executive Director
Hong Pian Tee Lead Independent Director Non-executive, Independent Director
Chairman of AC and NC
Member of RC
Kunihiko Naito Member of AC and RC Non-executive, Independent Director
Rodolfo Castillo Balmater Chairman of RC Non-executive, Independent Director
Member of AC and NC
Willy Shee Ping Yah @ - Non-executive, Independent Director
Shee Ping Yan
Lew Syn Pau - Non-executive, Independent Director
Please refer to pages 12 to 17 of this Annual Report for key information, including qualifications, on the
Directors.
Abbreviation:
CEO: Chief Executive Officer
CFO: Chief Financial Officer
Sinarmas Land Limited 23
Annual Report 2019
The Board has established the BC to supervise the management of the business and affairs of SML. The
BC assists the Board in the discharge of its duties by, inter alia, approving the opening, closing of banking
accounts and acceptance of banking facilities up to certain limits.
Group A
Franky Oesman Widjaja
Muktar Widjaja
Margaretha Natalia Widjaja
Group B
Ferdinand Sadeli
Robin Ng Cheng Jiet
Circular resolutions of the BC are effective if signed by any 2 Directors from Group A jointly with the 2 Directors
from Group B.
The Board and the respective Board Committees meet regularly on scheduled dates throughout the year to
consider pre-set agenda items. To assist Directors in planning their attendance, Meeting dates together with
agenda items for each new calendar year are notified to all Directors, before the start of that calendar year.
In addition to regularly scheduled meetings, ad-hoc meetings may be convened for specific purpose,
if requested or warranted by circumstances deemed appropriate by the Board. Participation by Directors
at Meetings by teleconference or similar communication equipment is permitted under the Company’s
Constitution (“Constitution”).
In between regularly scheduled meetings, matters that require the Board and/or Board Committees’ approval
are circulated to all Directors and/or respective Board Committee members, as the case may be, for their
consideration by way of circular resolutions, as provided in the Constitution and the terms of reference of the
respective Board Committees.
In 2019, the Board met 5 times, with the year-end meeting focusing on annual budget and strategic issues;
the Board Committees met a total of 9 times; and 1 shareholders’ meeting being the annual general meeting
(“AGM”) was held. The number of Board and Board Committee Meetings held and the attendance of Directors
and Board Committee members respectively, is disclosed below:
24 Sinarmas Land Limited
Annual Report 2019
EXECUTIVE DIRECTORS
Franky Oesman Widjaja 5/5 - 2/2 - 1/1 8/8
Muktar Widjaja 4/5 - - - 1/1 5/6
Margaretha Natalia Widjaja 4/5 - - - 1/1 5/6
Ferdinand Sadeli 5/5 - - - 1/1 6/6
Robin Ng Cheng Jiet 5/5 - - - 1/1 6/6
NON-EXECUTIVE
INDEPENDENT DIRECTORS
Hong Pian Tee 5/5 5/5 2/2 2/2 1/1 15/15
Kunihiko Naito 5/5 5/5 - 2/2 1/1 13/13
Rodolfo Castillo Balmater 5/5 5/5 2/2 2/2 1/1 15/15
Willy Shee Ping Yah 4/5 - - - 1/1 5/6
@ Shee Ping Yan
Lew Syn Pau 5/5 - - - 1/1 6/6
Number of Meetings Held 5 5 2 2 1 15
To enable Directors to make informed decisions and discharge their duties and responsibilities, Management
recognises its role to provide the Board with complete, adequate and timely information prior to Meetings and
on an on-going basis.
It is a standard procedure that Directors review the Meeting Papers prior to a Meeting. Papers for each Board,
Board Committee and Shareholders Meeting are uploaded to a digital Board portal before a Meeting, for
Directors to access from their tablets.
Management, the Company’s auditors and other professionals who can provide additional insights into the
matters to be discussed at Board and Board Committee Meetings are invited to be present at these meetings,
where necessary.
Management provides the Board with financial statements and management reports of the Group on a
quarterly basis. Explanations are given by Management for material variance (if any) between any projections
in the budget and actual results.
Separate and independent access to the Company’s Management is available to all Non-executive
Independent Directors if they have queries in addition to that provided.
The Directors may separately and independently contact the company secretary who attends and prepares
minutes for all Board meetings. The company secretary’s role is defined which includes responsibility for
ensuring that board procedures are followed and that applicable rules and regulations are complied with.
The appointment and the removal of the company secretary are matters requiring Board approval.
Sinarmas Land Limited 25
Annual Report 2019
Where Directors, either individually or as a group, in furtherance of their duties, require external advice, the
company secretary can assist them to do so, at the Company’s expense.
When determining a Director’s independence, the NC and Board considers the following circumstances:
(3) Any other circumstance or relationship which might impact a Director’s independence, or the perception
of his independence.
The 5 Independent Directors have nil relationship with the Company, its related corporations, its substantial
shareholders, or their officers that could interfere, or be reasonably perceived to interfere, with the exercise of
the Director’s independent business judgement in the best interests of the Group, and they are able to exercise
objective judgement on corporate affairs independently from Management and its substantial shareholders.
Each year, the Board examines its size, composition, skills and core competencies of its members to ensure
an appropriate balance and diversity of skills, experience and knowledge. The Board comprises Directors
from different industries and background, with business and management experience, knowledge and
expertise who, collectively as a group provides the core competencies for the leadership of the Company.
The Company has no alternate Directors on its Board.
Taking into account the scope and nature of operations of the Group, the Board considers that the current
composition mix and size is appropriate to facilitate effective decision making at meetings of the Board and
Board Committees.
A key duty of the Board is to set objectives and goals for Management, monitor the results, assess and
remunerate Management on its performance. Executive Directors, who are part of Management, may face
conflicts of interest in these areas.
If deemed necessary by the Lead Independent Director, the Non-executive Independent Directors are invited
to hold discussions amongst themselves without the presence of other Executive Directors and Management.
26 Sinarmas Land Limited
Annual Report 2019
The AC Chairman acts as a LID. A LID has the following additional role:
(1) LID is available to shareholders where they have concerns and for which contact through the normal
channels of communication with the Chairman or Management are inappropriate or inadequate;
(3) Where necessary, he may also facilitate communication between the Board and shareholders or other
stakeholders of the company; and
(4) Providing a channel to Non-executive Directors for confidential discussions on any concerns, and to
resolve conflicts of interest as and when necessary.
The LID may be contacted through office phone number +65 6590 0805.
In support of the principles of good corporate governance, the Board has adopted a Board Diversity Policy
relating to Directors appointment and Board composition. By practicing diversity at Board level, the Directors
believe that such differences may, collectively, enhance the attainment of corporate strategic objectives
and to reach greater heights of achievement. However, it is noted that differences should be appropriately
balanced so that the Board can function as a whole, and effectively within its leadership role in the Company.
All Board appointments are based on merit of candidates.
During FY2019, the NC reviewed a matrix of the composition and skills of the existing Board to improve
diversity in certain areas.
Our Executive Chairman is Mr. Franky Oesman Widjaja, and our CEO is Mr. Muktar Widjaja. We believe that
the Independent Directors have demonstrated a high commitment in their roles as Directors and have ensured
that there is a good balance of power and authority.
The overall role of the Chairman is to lead and ensure the effectiveness of the Board. This includes:
3.2 To address the issue of the Executive Chairman and the CEO being immediate family members, the LID
position and role were created, as set out in item 2.3 above, where, in addition to holding the position of AC
Chairman, he is also NC Chairman and a member of the RC. Further, all Board Committees are chaired by a
Non-executive Independent Director.
Sinarmas Land Limited 27
Annual Report 2019
The NC comprises the following 3 Directors, a majority of whom, including the NC Chairman, are Non-executive
Independent Directors:
The NC’s terms of reference sets out its roles and responsibilities. The NC is primarily responsible for:
(a) identifying and nominating for the approval of the Board, all Board appointments including candidates to
fill Board vacancies as and when they arise; and
(d) concerning any matters relating to the continuation in office of any Director at any time; and
All new Board appointments are considered, reviewed and recommended by the NC first, before being brought
up to the Board for approval. Potential candidates to fill casual vacancies are sourced with recommendations
from Directors, Management or external consultants. Upon the NC’s recommendation, the Board approves the
new appointment. In the event that the membership of the NC falls below the minimum number of 3 members,
the NC shall be dissolved, and any new nominations are channeled directly to the Board for approval after
which the NC is reconstituted with the requisite number of members.
When evaluating a shortlisted candidate’s suitability for appointment, the NC will carry out interview(s) with
the candidate to consider, inter alia, the candidate’s competencies, commitment, independence, ability and
potential to contribute positively to the Board’s effectiveness.
The NC may refer to a comprehensive checklist in ensuring that basic standard criteria, as well as the Board
Diversity Policy are considered during the process of appointment or re-appointment.
28 Sinarmas Land Limited
Annual Report 2019
The Board has adopted the definition of “independence” in the Code in its review.
An “independent” Director is one who is independent in conduct, character and judgement, and has no
relationship (whether familial, business, financial, employment, or otherwise) with the Company, its related
corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to
interfere, with the exercise of the Director’s independent business judgement in the best interests of the
Company.
In addition, consideration is given to the 2012 Code of Corporate Governance which requires that the
independence of any Director who has served on the Board beyond 9 years from the date of first appointment,
be subject to the Board’s rigorous review (“Rigorous Review”).
Further, the Listing Manual sets out specific circumstances in which a director is deemed non-independent,
including, effective on 1 January 2022, the requirement for directors wishing to remain as independent after
serving more than 9 years, to seek 2-tier voting by shareholders.
Bearing in mind the above, the NC determines on an annual basis and, whenever the circumstances require,
the independence of an Independent Director. To facilitate NC review, each Independent Director is required
to complete a self-declaration checklist at the time of appointment, and annually, based on the above
independence criteria.
Having conducted its review, including Rigorous Review, the NC/Board is satisfied with the independence of
the following 5 Directors and regard them as Independent Directors of the Company:
Each Independent Director duly abstained from the NC/Board’s determination of his independence.
The Board recognises that over time, an Independent Director may develop a better understanding of, and
obtain greater insights into, the Group’s business, operations and culture. And despite having served an
increasing number of years, or beyond 9 years, as an Independent Director, he can still continue in his
role to provide significant and valuable contribution to the Board as a whole, and as an independent and
objective check on Management. Where there are such Directors serving as an Independent Director beyond
9 years, the NC and the Board will do a Rigorous Review of their continuing contribution and, particularly, their
independence.
A Rigorous Review of both Mr. Kunihiko Naito and Mr. Rodolfo Castillo Balmater (“2IDs”) were conducted as
each had served as a Non-executive Independent Director beyond 9 years.
During the NC and Board’s Rigorous Review, they looked at, amongst others, the manner and extent in which
each of the 2IDs contributed in their individual role as an Independent Director.
Additionally, the Rigorous Review procedure required each of the 2IDs to provide reason(s) why they should
be considered independent despite having served beyond 9 years. They also confirmed not having any
relationship that could interfere with their exercise of independent judgement in the best interest of the
Company.
Sinarmas Land Limited 29
Annual Report 2019
After taking into account these factors, including weighing the need for Board refreshment against tenure,
the Board determined that each of the 2IDs be regarded as Independent Directors of the Company,
notwithstanding having served beyond 9 years.
Pursuant to Rule 720(5) of the Listing Manual (“R720”), all Directors must submit themselves for re-election at
least once every 3 years.
The Directors due for retirement at the forthcoming 2020 AGM under R720 are (1) Mr. Rodolfo Castillo
Balmater, (2) Ms. Margaretha Natalia Widjaja, and (3) Mr. Muktar Widjaja.
Each of Ms. Margaretha Natalia Widjaja and Mr. Muktar Widjaja, who, being eligible, has offered herself/
himself for re-appointment at the 2020 AGM. The NC has recommended each of their re-appointment as a
Director at the 2020 AGM.
In its deliberation on the re-appointment of retiring Directors who, being eligible, have offered themselves
for re-appointment, the NC takes into consideration the Director’s attendance, participation, contribution,
commitment and performance during the previous year.
Each member of the NC abstains from participating in deliberations and voting on any resolutions if pertaining
to his re-appointment as Director.
4.6 Retirement and Resignation of Independent Director with More Than 9 Years Service
The 2IDs having served more than 9 years have notified the NC/Board as follows:
4.6.1 Mr. Rodolfo Castillo Balmater will not be offering himself for re-election as a Director at the 2020 AGM
under R720.
4.6.2 Mr. Kunihiko Naito has offered to step down as a Director at the conclusion of the 2020 AGM.
The NC has accepted the 2IDs’ decision. Accordingly, both Mr. Rodolfo Castillo Balmater and Mr. Kunihiko
Naito shall cease from the Board and Board Committees at the conclusion of the 2020 AGM.
The Board believes that each Director, when accepting new appointments or who already sit on multiple boards,
has the individual responsibility to personally determine the demands of his/her competing directorships and
obligations, and ensure that he/she can allocate sufficient time and attention to the affairs of each company.
The Board is of the view that setting a numerical limit on the number of listed company directorships a Director
may hold is arbitrary, given that time requirements for each person vary, and therefore prefers not to be
prescriptive, currently.
Annually, the NC assesses and reviews each Director’s attendance record and his/her ability to allocate
sufficient time and attention to the affairs of the Company. The NC is satisfied with the time commitment and
effort made by each Director to attend meetings in 2019. Directors with multiple board representation made
sure to allocate time to attend to the Company’s affairs.
Currently, the maximum number of directorships in Singapore listed companies, including the Company, held
by an Independent Director is 6, and of that held by an Executive Director is 3.
30 Sinarmas Land Limited
Annual Report 2019
The NC is tasked to carry out the processes as implemented by the Board for assessing the effectiveness of
the Board as a whole, and the contribution by each individual Director to the effectiveness of the Board, on an
annual basis.
The Company has in place a system to assess the effectiveness/performance of the Board and acts, where
appropriate, on feedback from Board members, on improvements.
During the annual evaluation process, each Director is required to complete the respective forms for self-
assessment as well as for assessment of the performance of the Board, based on pre-determined approved
performance criteria.
The NC will review for any added assessments of Board Committees, and make appropriate, recommendation(s)
to the Board.
REMUNERATION MATTERS
The RC comprises the following 3 Directors, all of whom, including the RC Chairman, are Non-executive
Independent Directors:
The RC’s roles and responsibilities are described in its terms of reference. The duties of the RC include
reviewing and recommending to the Board for approval, the following:
(a) a general framework of remuneration for the Board and key management personnel;
(b) the specific remuneration packages for each Director and key management personnel; and
(c) the Company’s obligations arising in the event of termination of Executive Directors and key management
personnel’s contracts of service, to ensure that such contracts of service contain fair and reasonable
termination clauses which are not overly generous.
The RC may, during its annual review of remuneration of Directors and key management personnel, seek
advice from external remuneration consultants as and when it deems necessary.
Sinarmas Land Limited 31
Annual Report 2019
None of the members of the RC is involved in deliberations in respect of any remuneration, fee, compensation,
incentives or any form of benefits to be granted to him.
Currently, the Company does not have any long-term incentive schemes, including share schemes.
In designing the compensation structure, the Company seeks to ensure that the level and mix of remuneration
is competitive, relevant and appropriate.
The remuneration structure for Executive Directors and key management personnel consists of (a) fixed
remuneration, (b) variable bonus and/or (c) other benefits. Executive Directors do not receive Directors’ fees.
The extent of an individual’s performance and contributions towards the achievement of corporate objectives
and targets, for the year under review, will largely determine that individual’s variable bonus component. Other
determinants of the level of remuneration include the Group’s performance, industry practices, individual’s
contribution through engagement with governmental authorities and other stakeholders.
The use and application of clawback provisions in remuneration contracts of Executive Directors and key
management personnel is subject to further consideration by the Company.
Non-executive Independent Directors receive Directors’ fees, which are subject to shareholders’ approval at
AGMs (“Directors’ Fees”).
Directors’ Fees are structured according to the roles performed by the Non-executive Independent Director,
basing the payment on a scale of fees comprising a base fee, and fee as AC Chairman, AC member, RC
Chairman, RC member, NC Chairman and NC member. If a Non-executive Independent Director occupies a
position for part of the financial year, the relevant fee(s) payable will be pro-rated accordingly.
Directors’ Fees are reviewed annually by the RC and/or the Board, taking into consideration contributions,
regulatory changes and responsibilities, and market benchmarks.
The RC, with the concurrence of the Board, has recommended that an amount of S$465,000 as Directors’ Fees
be paid to the Non-executive Independent Directors for FY2019. These fees will be tabled for shareholders’
approval at the 2020 AGM.
32 Sinarmas Land Limited
Annual Report 2019
The Directors’ remuneration for FY2019 in bands of S$250,000 is set out in the table below:
Bonus paid
Fixed Directors’
Name of Directors or payable/ Total
Salary Fees
Benefit
EXECUTIVE DIRECTORS
S$5,000,000 to S$5,250,000
Muktar Widjaja 17.6% 82.4% - 100%
S$3,000,000 to S$3,250,000
Margaretha Natalia Widjaja 15.6% 84.4% - 100%
S$2,750,000 to S$3,000,000
Franky Oesman Widjaja 12.9% 87.1% - 100%
S$500,000 to S$750,000
Ferdinand Sadeli 87.3% 12.7% - 100%
S$250,000 to S$500,000
Robin Ng Cheng Jiet 77.4% 22.6% - 100%
NON-EXECUTIVE
INDEPENDENT DIRECTORS
Below S$250,000
Hong Pian Tee - - 100% 100%
Kunihiko Naito - - 100% 100%
Rodolfo Castillo Balmater - - 100% 100%
Willy Shee Ping Yah @ Shee Ping Yan - - 100% 100%
Lew Syn Pau - - 100% 100%
Each Director’s remuneration is expressed in bands of S$250,000 rather than to the nearest dollar, due to
continuing sensitivity surrounding the issue of remuneration. The Company believes that the current format
of disclosure in bands of S$250,000 with a percentage breakdown, is sufficient indication of each Director’s
remuneration package.
The top 5 key management personnel, in alphabetical order, who are not Directors of the Company (“KMP”)
for FY2019 are as follows:
The remuneration of a KMP who is also an IFM (as defined below) is disclosed in item 8.3 below. Save for
this, the Company, having taken into account that the above KMPs are employed and remunerated by the
Company’s Indonesian subsidiaries; the relevant personnel’s comments; and the size of the Company and
the Group’s scope of business, does not believe it to be in its interest to disclose the KMPs’ remuneration, due
to the highly competitive human resource environment for personnel with the requisite knowledge, expertise
and experience in the country of operation of the Group’s business. In addition, such disclosure of specific
remuneration information may encourage inappropriate peer comparisons and discontent, and may, in certain
cases, give rise to recruitment and talent retention issues.
In view of the abovementioned reasons, the Company believes that the interests of shareholders will not be
prejudiced as a result of such non-disclosure of the above KMPs’ remuneration.
8.3 Remuneration of Employees who are Substantial Shareholders of the Company, or are Immediate
Family Members of a Director/CEO (“IFM”) or a Substantial Shareholder of the Company
The remuneration of employees who are immediate family members of a Director or the CEO, and whose
remuneration exceeds S$100,000 for FY2019, being two, Mr. Michael JP Widjaja and Ms. Marcellyna Junita
Widjaja, children of Mr. Muktar Widjaja, are as follows:
Mr. Franky Oesman Widjaja and Mr. Muktar Widjaja are brothers, and Ms. Margaretha Natalia Widjaja is the
daughter of Mr. Muktar Widjaja.
Other than disclosed above, none of the Directors or substantial shareholders had immediate family members
who were employees and whose remuneration exceeded S$100,000 for FY2019.
IFM remuneration is disclosed in applicable bands of S$250,000, instead of bands of S$100,000, due to
continuing sensitivity surrounding the issue of remuneration. The Company believes that the current format of
disclosure in bands of S$250,000, is sufficient indication of each IFM’s remuneration package.
The Board, with assistance from the AC, is responsible for the governance of risk by ensuring that Management
maintains a sound system of risk management and internal controls, including financial, operational,
compliance and information technology controls, to safeguard shareholders’ interests and the Group’s assets,
and determines the nature and extent of the significant risks which the Board is willing to take in achieving
strategic objectives.
34 Sinarmas Land Limited
Annual Report 2019
The Group has established an independent Enterprise Risk Management (“ERM”) function, headed by the
Chief Risk Officer and supported by risk champions across all divisions to assist in ERM implementation within
their respective divisions. The ERM framework implemented by the Group aligns with International Standard
for Risk Management, which include ISO 31000, COSO Enterprise Risk Management Framework and the 2018
Code.
Risk Governance
Enterprise
Risk Management
Framework
Risk Monitoring
Risk Assessment
and Reporting
• Risk Governance, the backbone to a robust risk management framework, sets out the risk management
strategy, objectives and organisation structure for implementing ERM. It also establishes and
communicates clear roles and responsibilities to support effective functioning of the ERM structure. The
Group has also implemented specific key performance indicators to measure contribution of all relevant
parties in ERM implementation.
• Risk Assessment, an objective evaluation of events that may prevent the Group from achieving its
strategic objectives, which includes establishing the risk appetite/parameters, assigning resources
and implementing risk management processes, tools and systems to manage identified risks within
acceptable levels. The ERM function facilitates assessment of key risks and controls on a regular basis
so as to define the risk levels and necessary actions needed to manage such risks.
• Risk Monitoring and Reporting, provides the platform for reporting risks, controls and early warning
signals on a regular basis, and to monitor the effectiveness of existing controls. The ERM function actively
monitors the Group’s risk profile, effectiveness of key controls and outstanding action plans using the ERM
reporting platform, and in certain situations, proactively facilitates the development or implementation of
mitigation measures (e.g., when the impact of the risk is considered high). With regards to early warning
signals, the ERM function has identified, and monitors various internal and external parameters as key
risk indicators.
• Financial risks: In relation to management of financial risks which the Group is exposed to, including
interest rate, foreign currency, price and liquidity risks, our approach to these risks are as follows:
– Interest rate risk: assess the Group’s exposure to interest-bearing financial instrument and perform
sensitivity analysis
Sinarmas Land Limited 35
Annual Report 2019
– Foreign currency risk: construct natural hedges where it matches revenue and expense in single
currency
– Price risk: the Group monitors the market closely to ensure that risk exposure to volatility of investments
is kept to a minimum
– Liquidity risk: the Group maintains a level of cash and cash equivalents and funding facilities deemed
adequate by management to finance its operations
• Operational risks: The Group manages operational risks related to key business and support activities
which include the following:
• Legal & Compliance risks: The Group manages legal and compliance requirements by establishing
close relationships with relevant regulators and associations to monitor the development of legal and
compliance requirements. In 2015, the Group has established a Compliance Management Framework
related to its operational activities. The framework sets clear roles and responsibilities and guidelines on
compliance management, which includes identification process, establishment of compliance database,
monitoring and tracking process.
• Strategic risks: The Group manages strategic risk by providing regular market and competitor information
to relevant Group divisions so they can make necessary alignment to the respective business plan.
Significant changes in market or regulatory conditions that may pose material impact on the achievement
of corporate strategy are tabled in management forums to define necessary actions.
The Board recognises that risk is dynamic, thus ERM implementation requires continuous effort to improve its
quality and coverage.
The Group through its Corporate Policy Division formulates internal controls in all business activities through
development of policies and standard operating procedures. The design of internal controls related to the
Group’s key risks are assessed by the ERM team, as part of annual risk assessment.
The role of the internal auditors is to assist the AC in ensuring that the Company maintains a sound system of
internal controls. The internal audit function reviews the adequacy and effectiveness of the Company’s internal
controls, including financial, operational, compliance and information technology controls established by
Management. Every quarter, the AC, the Chief Internal Auditor (“CIA”) and Management review and discuss
notable internal audit findings, recommendations and status of remediation, at AC meetings.
Furthermore, in the course of the statutory audit, the external auditors also perform a review of the adequacy
and effectiveness of the Group’s material internal controls to the extent of their scope as laid out in their audit
plan. Material non-compliance and internal control weaknesses noted during the audit are reported to the AC
together with the recommendations of the external auditors.
The AC and Board review and approve the results announcements before each release. In presenting the
annual and quarterly financial statements to shareholders, the Board aims to provide shareholders with a
balanced and clear assessment of SML’s performance, position and prospects.
36 Sinarmas Land Limited
Annual Report 2019
The CEO and CFO have obtained relevant assurances on corporate governance from the business heads in
the Group, and, in turn, assured the Board of the following:
The financial records of the Group for FY2019 have been properly maintained and the FY2019 Financial
Statements give a true and fair view of the Group’s operations and finances in accordance with the
applicable financial reporting framework that are free from material misstatement; and
The internal controls, including financial, operational and information technology controls, and risk
management systems in place within the Group are adequate and effective in addressing the material
risks in the Group in its current business environment.
9.5 Commentary on Adequacy and Effectiveness of Internal Control and Risk Management Systems
The AC undertakes an annual assessment regarding the adequacy and effectiveness of the internal controls
(including financial, operational, compliance and information technology controls) and risk management
systems of the Group. In this regard, the AC is assisted by external auditors, internal auditors and the
Enterprise Risk Management Committee (“ERMC”).
The Board is satisfied that there is appropriate and adequate review by the AC of the adequacy and
effectiveness of the Company’s internal controls and risk management systems established by Management.
On the basis of the assurance received from the CEO and CFO, as well as the ERM framework established
and maintained, the work performed by the ERMC, internal auditors and external auditors, the Board with the
concurrence of the AC, is of the opinion that the Group’s internal controls (including financial, operational,
compliance and information technology controls) and risks management systems, are adequate and effective
to meet the needs of the Group in its current business environment.
The Board notes that the Company’s systems of internal controls and risk management provide reasonable,
but not absolute, assurance that the Group will not be adversely affected by any event that can be reasonably
foreseen. Furthermore, the Board also acknowledge that no system of internal controls and risk management
can provide absolute assurance in this regard, or absolute assurance against the occurrence of material
errors, poor judgement in decision-making, human error, losses, fraud or other irregularities.
The AC comprises the following 3 Directors, all of whom, including the AC Chairman, are Non-executive
Independent Directors:
The Board considers that the members of the AC are appropriately qualified to discharge the responsibilities
of the AC. None of the members of the AC were previous partners or directors of our external auditors, Moore
Stephens LLP, and none of the members of the AC hold any financial interest in Moore Stephens LLP.
Sinarmas Land Limited 37
Annual Report 2019
The AC’s roles and responsibilities are described in its terms of reference. The AC has the explicit authority to
investigate any matter within its terms of reference. In addition, the AC has full access to and co-operation of
Management and full discretion to invite any Director or executive officer to attend its meetings. Reasonable
resources are made available to enable the AC to discharge its functions properly.
In addition to its statutory functions, the AC considers and reviews any other matters as may be agreed to by
the AC and the Board. In particular, the duties of the AC include:
(a) Reviewing significant financial reporting issues and judgements so as to ensure the integrity of the financial
statements of the Group and any formal announcements relating to the Group’s financial performance.
(b) Reviewing and reporting to the Board at least annually the adequacy and effectiveness of the Group’s
internal controls, including financial, operational, compliance and information technology controls and
risk management systems.
(c) Reviewing the adequacy, effectiveness, independence, scope and results of the Group’s internal audit
function.
(d) Reviewing the scope and results of the external audit, and the independence and objectivity of the
external auditors.
(e) Making recommendations to the Board on the proposals to the shareholders on appointment, re-
appointment and removal of the external auditors, and approving the remuneration and terms of
engagement of the external auditors. In this regard, the AC is primarily responsible for proposing the
appointment and removal of the external auditors.
(f) Reviewing the assurance from the CEO and the CFO on the financial records and financial statements of
the Group.
The AC has been delegated to assist the Board in the oversight of sustainability practice.
The AC reviews with Management, and where relevant, with the internal and external auditors, the results
announcements, annual reports and financial statements, interested person transactions and corporate
governance, before submission to the Board for approval or adoption.
In performing its functions, the AC meets with the internal and external auditors, and reviews the audit
plans and overall scope of both internal and external audits, and the co-operation and assistance given by
Management to the respective auditors. Where necessary, the AC also meets separately with the internal and
external auditors whereby any issues may be raised directly to the AC, without the presence of Management.
The internal and external auditors have unfettered access to the AC.
In its review of the financial statements of the Group for FY2019 (“FY2019 Financial Statements”), the AC
has discussed with external auditors and Management on matters of significance which are included under
“Key Audit Matters” in the Independent Auditors’ Report. The AC is satisfied that those matters, i.e. revenue
recognition and valuation and classification of development properties, have been appropriately addressed.
The AC recommended to the Board to approve the audited FY2019 Financial Statements. The Board has on
17 March 2020 approved the FY2019 Financial Statements.
Taking cognisance that the external auditors should be free from any business or other relationships with the
Group that could materially interfere with their ability to act with integrity and objectivity, the AC undertook a
review of the independence of the external auditors. During the process, the AC also reviews any non-audit
services provided by the external auditors to satisfy itself that the nature and extent of such non-audit services
would not affect their independence. Fee for audit services to the external auditors is disclosed in the Notes to
the FY2019 Financial Statements on page 124 of this Annual Report. The external auditors, Moore Stephens
LLP, did not provide any non-audit services to the Group during FY2019.
38 Sinarmas Land Limited
Annual Report 2019
In appointing the audit firms for the Group, the AC is satisfied that the Company has complied with Rules 712
and 715 of the Listing Manual.
The Company has established an in-house internal audit function headed by the CIA, Ms. Hamina Ali, who
reports to the AC Chairman. On administrative matters, the CIA reports to the CEO. The CIA has met the
standards set by nationally or internationally recognised professional bodies including the Standards for the
Professional Practice of Internal Auditing set by the Institute of Internal Auditors.
The role of the internal auditors is to assist the AC to evaluate and improve the effectiveness of governance,
risk management and control processes.
The AC approves the hiring and removal of the CIA and ensures that the internal audit function is adequately
staffed and trained, and has appropriate standing within the Company. It also ensures the adequacy and
effectiveness of the internal audit function.
The annual internal audit plan is established in consultation with, but independent of, Management, and is
reviewed and approved by the AC. Every quarter, the AC and Management review and discuss internal audit
findings, recommendations and status of remediation, at AC meetings.
The internal auditors have unfettered access to the Group’s documents, records, properties and personnel,
including access to the AC.
The AC is satisfied that the Company’s internal audit function is adequately resourced and has appropriate
standing within the Company. It is also satisfied with the independence, adequacy and effectiveness of the
internal audit function.
The Board is committed to uphold the Company’s values and standards, and has put in place whistle-blowing
procedures by which employees may, in confidence and without fear of retaliation, bring to the AC’s attention,
concerns or complaints about possible improprieties in matters of financial reporting or other matters.
Under these procedures, the AC may, if it deems appropriate, engage appropriate external independent
advisors, at the Company’s expense.
The Company is committed to treat all complaints as confidential, and the anonymity of the whistle-blower
concerned will be maintained until the whistle-blower indicates that he/she does not wish to remain anonymous.
In accordance with paragraph 4.2 of the circular dated 12 November 2014 (“Circular”) to shareholders of the
Company, the AC confirms that no ROFR (details of which are set out in the Circular) has been granted to
and/or exercised by Bund Center Investment Ltd and the Company for FY2019.
Sinarmas Land Limited 39
Annual Report 2019
The Company recognises the importance of maintaining transparency and accountability to its shareholders.
The Board ensures that the Company’s shareholders are treated fairly and equitably, and their rights are
protected.
The Company is committed to providing shareholders with adequate, timely and sufficient information
pertaining to the Group’s business which could be trade-sensitive or have a material impact on the Company’s
share price or value.
All shareholders of the Company are entitled to attend and vote at general meetings in person or by proxy. In
2017, the Constitution was amended to include provisions to facilitate the sending of documents, including
circulars and annual reports, to shareholders, using electronic communications. In that year, the Listing Manual
was also amended to allow such electronic communications. Starting with the 2018 AGM, the Company used
electronic communications to transmit annual reports and other documents to shareholders. The annual report
and other documents are made available on the Company website1, and all shareholders of the Company
receive a letter on how to access the said documents. They also receive the printed notice of AGM, proxy form
and request form for printed copies of the annual report and appendices. The notice of AGM is advertised in
the newspapers and released via SGXNET.
During the AGMs which are held in Singapore, shareholders are given the opportunity to communicate their
views and to engage the Board and Management on the Group’s business activities and financial performance.
Directors are encouraged to attend shareholders’ meetings. In particular, members of the NC, AC and RC and
the external auditors are asked to be present to address questions at such meetings.
At shareholders’ meetings, each distinct issue is proposed as a separate resolution. Absentia voting methods
are currently not permitted, as the authentication of shareholder identity information and other related integrity
issue still remain a concern.
In support of greater transparency and to allow for a more efficient voting process, the Company has been
conducting electronic poll voting instead of voting by show of hands since the 2013 AGM. With electronic
poll voting, shareholders present in person or represented by proxy at the meeting will be entitled to vote
on a ‘one-share, one-vote’ basis. The voting results of all votes cast “for” and “against” and the respective
percentages, in respect of each resolution, will be instantly displayed on–screen at the meeting. The detailed
breakdown of results showing the total number of votes cast “for” and “against” each resolution and the
respective percentages are announced via SGXNET after the AGM.
The Company does not believe that it will necessarily benefit the Company by uploading minutes of general
meetings on its corporate website, since such minutes are available to shareholders, upon their request.
Based on Management recommendations, the Directors determine on a quarterly basis the amount, if any, of
dividends to be declared taking into account all relevant factors such as the Group’s net profit attributable to
shareholders, financial performance, future capital expenditure requirements, business expansion plans and
general economic conditions. Any payouts will be clearly communicated to shareholders via announcements
posted on SGXNET.
1
http://www.sinarmasland.com/annual-reports
40 Sinarmas Land Limited
Annual Report 2019
The Company is committed to engage our shareholders and the investment community regularly with timely,
balanced, transparent and accurate information to make well-informed decisions. To ensure regular dialogues,
the Company has a dedicated investor relations (“IR”) team that facilitates the effective communication of
information to our various stakeholders through multiple platforms.
The Company does not practice selective disclosure of material information. During FY2019, the Company
conveys material information and its quarterly financial results through announcements made via SGXNET, and
is required to comply with the Listing Manual on the continuous disclosure obligations. Results announcements
and annual reports are announced or issued within the specified/stipulated period.
The Company’s financial results, together with the accompanying presentation slides and press releases,
are announced, during 2019, on a quarterly basis and the date of release of the financial results is disclosed
two weeks in advance via a SGXNET announcement. In conjunction with the release of the quarterly financial
results, the Management conducts a joint briefing for research analysts and media representatives to keep
them abreast of the Company’s financial performance and business operations.
In addition, the Company has proactively engaged investors and the investment community through non-
deal roadshows (“NDRs”), investor conferences and tele-conferences to keep them apprised of its corporate
development and financial performance. In 2019, the Management and IR team has engaged institutional and
retail investors via face-to-face meetings and conference calls, as well as participation in investor conferences
and NDRs.
The Company welcomes enquiries and feedback from shareholders and the investment community. Enquiries
can be addressed to the IR team at [email protected] or by post to 108 Pasir Panjang Road,
#06-00 Golden Agri Plaza, Singapore 118535. The Company endeavours to respond to queries within 3
business days or whenever earliest possible.
The Group constantly engages a broad range of stakeholders, including customers, national and local governments,
local communities, non-governmental organisations, interest groups and industry associations, shareholders,
investors and analysts through various avenues. Our Management carefully considers the occasionally diverging
interests of these diverse groups and integrates them into our business strategy. To better serve the needs of our
stakeholders, there will be designated person-in-charge taking charge of the respective stakeholder to maintain
active engagement.
Sinarmas Land Limited 41
Annual Report 2019
Throughout the reporting period, we have engaged external stakeholders through our regular channels, such as
annual surveys, shareholder meetings, quarterly financial analyst calls, customer satisfaction surveys, engagement
of local communities through education and healthcare initiatives, and our work with various government entities on
joint public infrastructure projects (e.g. toll roads or public transport).
More details of our stakeholders’ engagement can be found in our Sustainability Report which will be published later.
Also, stakeholders can reach out to the Company via our email address, [email protected] or by post
to 108 Pasir Panjang Road, #06-00 Golden Agri Plaza, Singapore 118535.
DEALINGS IN SECURITIES
The Company complies with Rule 1207(19) of the Listing Manual on dealings in securities, and has devised and adopted
its own internal compliance code to provide guidance with regard to dealings in the Company’s securities by the Company,
its Directors and officers, including the prohibition on dealings in the Company’s securities on short-term considerations.
Dealings in the Company’s securities are prohibited during the period commencing (i) two weeks before announcement
of the Company’s first, second and third quarter results (if the Company announces its quarterly results, whether required
by the SGX-ST or otherwise) and (ii) one month before the announcement of the Company’s half year and full year results
(if the Company does not announce its quarterly results), and ending on the date of the announcement of the results.
Such dealings in the Company as well as other listed companies’ securities are also prohibited whilst in possession of
unpublished material price-sensitive information in relation to those securities.
Particulars of interested person transactions required to be disclosed under Rule 907 of the Listing Manual are as follows:
Aggregate
Aggregate value of all interested
value of all interested
person transactions during
person transactions
the financial year under review
Nature of conducted under
Name of interested person (“IP”) (excluding transactions less
Relationship shareholders’ mandate*
than S$100,000 and transactions
pursuant to Rule 920
conducted under shareholders’
(excluding transactions
mandate* pursuant to Rule 920)
less than S$100,000)
FY2019 FY2019
S$ S$
PT Bank Sinarmas Tbk #1 - 26,992,039 #2
PT Cakrawala Mega Indah #1 - 804,057
PT Dian Swastatika Sentosa Tbk #1 - 172,088
PT Eka Mas Republik #1 - 1,018,887
PT Golden Energy Mines Tbk #1 - 2,836,569
PT Indah Kiat Pulp & Paper Tbk #1 - 8,161,530
PT Lontar Papyrus Pulp & Paper Industry #1 - 714,881
PT Purinusa Ekapersada #1 - 244,618
PT Sinarmas Asset Management #1 - 2,015,393
PT Sinar Mas Agro Resources and
Technology Tbk #1 - 2,214,602
PT Sinar Mas Specialty Minerals #1 - 244,618
PT Sinarmas Sekuritas #1 - 398,645
PT Smart Telecom #1 - 896,381
Total - 46,714,308
Notes:
* Renewed at SML’s Annual General Meeting on 24 April 2019 pursuant to Rule 920 of the Listing Manual.
#1 These IPs are regarded as associates of SML’s controlling shareholder under Chapter 9 of the Listing Manual on interested person
transactions.
#2 Time deposits and current account placements with PT Bank Sinarmas Tbk during the year. Principal amount of placements as at 31
December 2019 is approximately S$4.953 million.
42 Sinarmas Land Limited
Annual Report 2019
Other Principal Past (for the last 5 years) Past (for the last 5 years)
Commitments* GMN No 2 Limited Ascent Wealth Investment Limited
Including Directorships# Prime Glory Capital Limited Golden Bay Realty (Private) Limited
SML Brook Partners Pte Limited Golden Moment Limited
SML Jersey Brook Pte Limited Massingham International Limited
SML Jersey Properties Pte Limited Sinar Mas Holding Limited
SML Chancery Pte Limited
Waddell Capital Ltd Present
AFP Gardens (Tanjong Rhu) Pte Ltd
Present AFP Hillview Pte Ltd
Agamemnon S.a r.l AFP Land Limited
Ascent Wealth Investment Limited AFP Land (Malaysia) Sdn Bhd
Bali Indowisata Pte Ltd AFP Resort Development Pte Ltd
Finneland Properties Pte Ltd AFP Resort Marketing Services Pte
Golden Moment Limited Ltd
Global Prime Capital Pte Ltd Amcol (China) Investments Pte Ltd
Global Prime Treasury Pte Ltd Anak Bukit Resorts Sdn Bhd
Golden Ray Development Pte Ltd Bali Indowisata Pte Ltd
Horseferry Property Limited Golden Agri Plaza Pte Ltd
JF Capital Management Ltd Golden Agri-Resources Ltd
Lotus Venture Asset Management Golden Ray Development Pte Ltd
Limited PT Sinar Mas Cakrawala
Lyon Investments Limited PT Sinarindo Gerbangmas
Massingham International Limited PT Sinar Syno Kimia
Mountain Ranch Group Limited Sinarmas Land (HK) Limited
Multiple Achieve Group Limited Sinarmas Land Overseas Holding
Peninsula Bay Inc Pte Ltd
PRB (L) Ltd
Rainbowland Holdings Limited
Sinarmas Land Overseas Holding
Pte Ltd
Sinar Mas Holding Limited
SML Alpha S.a r.l
SML Brook England (HK) Limited
SML Great Pte Limited
SML Victoria Limited
Sunny Vantage Investment Limited
Triton Court GP Limited
Triton Court Nominee (Newco)
Limited
(i) any corporation which has been investigated for a breach of any law or regulatory requirement
governing corporations in Singapore or elsewhere; or
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or
regulatory requirement governing such entities in Singapore or elsewhere; or
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement
governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, in
connection with any matter occurring or arising during that period when he was so concerned with
the entity or business trust?
(k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or No No
has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other
regulatory authority, exchange, professional body or government agency, whether in Singapore or
elsewhere?
* MW has been a Director of the Company since 1997. In 2001, the Company (then known as Asia Food & Properties Limited (“AFP”)) was
investigated by the Commercial Affairs Department (“CAD”). As far as MW is aware, the CAD had completed its investigations against
AFP and no further action was taken against AFP. As far as MW is aware, he was not the subject of any investigation and no action has ever
been taken against him by the CAD.
Sinarmas Land Limited 45
Annual Report 2019
SINGAPORE /
INDONESIA CHINA MALAYSIA / BATAM UNITED KINGDOM
PT Bumi Serpong AFP China Ltd AFP Land Limited SML Brook England
Damai Tbk2 100.00% 100.00% (HK) Limited
49.08% 100.00%
PT Duta Pertiwi Tbk2 Shining Gold Real AFP Gardens SML Alpha S.a r.l
43.47% Estate (Chengdu) (Tanjong Rhu) 100.00%
Co., Ltd Pte Ltd
100.00% 100.00%
PT Sinar Mas
Teladan
57.81%
PT Karawang
Bukit Golf
84.77%
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PT Karawang
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Industrial Estate
49.67%
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46 Sinarmas Land Limited
mas land. sinarmas land. sinarmas land. . sinarmas land. sinarmas land. sinarmas l
Annual Report 2019
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Financial Reviewmas land. . sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas la
The Group achieved a full-year revenue of S$1,172.9 With prudent financial management and the focus to
million in FY2019, an increase of 35.7% as compared instil operational cost discipline, operating expenses
to S$864.1 million in FY2018. The surge in revenue was (comprising of selling expenses, and general and
derived mainly from increased land sales and higher administrative expenses) increased marginally by S$4.4
handover of residential units from our Indonesia Division. million or 1.7% to S$269.6 million despite the significant
increase in revenue. Mirroring the gain in revenue and
Though the sale of development properties and land stringent operating expenses management, EBITDA
parcels remain the major source of revenue, the increased 33.9% to S$616.0 million while EBITDA margin
Group has been continuously implementing its earning decreased marginally to 52.5% (FY2018: 53.3%).
diversification strategy in terms of recurring income
and geographical presence. The Group regards The Group recorded a foreign exchange loss of S$12.0
rental and related income and revenue from hotel and million in FY2019 as compared to a gain of S$5.7 million
golf operations as recurring income in its revenue in the previous financial year. The current year’s loss
classification. In FY2019, recurring income increased to was mainly attributable to unrealised translation loss
S$166.5 million, recording a steady growth rate of 1.8% on inter-company balances arising from weakening of
from S$163.5 million reported in FY2018. To diversify USD against IDR and SGD during the current year. The
our income outside of Indonesia, the Group announced previous financial year’s gain was mainly a result from the
that it has invested A$40.0 million in MASCOT, a strengthening of USD.
private trust which owns 10 Grade A office assets that
are strategically located in key Australian gateway Share of results of associated companies decreased
cities. This marked the Group’s maiden entry into the from S$11.3 million to S$6.1 million as the Group
Australian commercial office market and opened the recorded a reversal of unrealised gain adjustment of
opportunity to work with an established government- S$12.6 million, representing the Group’s portion for gain
linked sponsor in the real estate investment trust sector. on sales of land parcel to associated companies for
The new investment is expected to improve the Group’s further development in FY2019. Without this reversal, on
investment income outside Indonesia going forward. a like-for-like comparison between FY2019 and FY2018,
the Group’s share of profit in associated companies
In tandem with the increase in revenue, FY2019 gross would have increased from S$11.3 million to S$18.7
profit gained 26.0% to S$753.6 million. However, gross million mainly due to fair value gain on investment in an
profit margin decreased from 69.2% in FY2018 to 64.3% associated company. Separately, due to higher sales of
in FY2019 mainly due to the sales recognition of high-rise residential units in some of its joint ventures in Indonesia,
apartments that generally delivers lower profit margin and the Group’s share of profit in joint ventures recorded a
the incurrence of higher land sales related costs. gain of S$8.9 million in FY2019, reversing a loss of S$3.7
million in FY2018.
Financial Review
In additional, recurring income rose from S$107.1
million in FY2018 to S$114.6 million in FY2019 aided by
increased contribution from the leasing of our commercial
offices. Recurring income in Indonesia is derived
principally from the portfolio of commercial office assets
such as Sinar Mas Land Plaza - Jakarta, Sinarmas MSIG
Tower, Sinar Mas Land Plaza - Surabaya, Sinar Mas Land
Plaza - Medan, BSD City Green Office Park and Bakrie
Tower; retail assets such as ITC retail Superblocks and
The Breeze Mall BSD City, as well as hospitality assets
including Rooms Inc., Le Grandeur Balikpapan and Le
Grandeur Mangga Dua.
Operations Review
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The world ended the decade growing at its weakest Leveraging on our local knowledge
pace since the global financial crisis dragged by
trade tensions between the United States and China, and expertise, the Group is flexible
uncertainty from UK’s Brexit, rising geopolitical tensions, to manoeuvre through challenging
social unrest and depressed commodity prices. Central
Banks around the world has reacted aggressively by market condition by offering
implementing both monetary easing and fiscal policies products that are highly sought
such as interest rates cuts and asset purchases. The US
and China signed Phase One of a broader trade pact after by our customers
and the UK has formally left the EU on 31 January 2020.
Through the combination of robust sales performance approximately 19.0% will be funded by the state, with the
and prudent financial management, the Group has ridden remaining from public-private partnerships and private
above the challenges to deliver yet another strong set investments. Reflecting stronger economic fundamentals
of financial results for 2019. In Indonesia, the Group and political stability, IDR strengthened gradually
continues to lead among its peers with projects in all the throughout 2019, ending the year as the third strongest
real estate subsectors including investment, development Asia currency behind Thai Baht and Philippines Peso.
and operation of townships, residential, commercial,
retail, industrial, hospitality and leisure properties, To support economic growth, BI has cut its seven-day
located in Greater Jakarta or Jabodetabek (Jakarta, reverse repo rate four times in 2019 by 100 basis points
Bogor, Depok, Tangerang and Bekasi) area, as well as to 5.0%, as well as relaxing its LTV and FTV ratios for
in Palembang, Medan, Semarang, Manado, Surabaya, property and motor vehicles loans. Starting from
Balikpapan, Samarinda and Makassar. Outside 2 December 2019, LTV for property financing shall be
Indonesia, the Group added Australia to its international relaxed by 5.0%, motor vehicles FTV will be reduced by
footprint which also includes China, Malaysia and the 5.0 to 10.0%. In a bid to combat climate change, both
United Kingdom. green properties and automotive shall be entitled to a
further 5.0% reduction. On 20 February 2020, BI further
cut rate to 4.75%.
INDONESIA
Other than the reduction of LTV and FTV ratio, the
Ministry of Finance has initiated other additional
Affected by a weakening global economy and trade measures to stimulate Indonesia’s property sector.
tensions, Indonesia’s GDP expanded at a slower pace Specifically targeting the high-end luxury market, starting
to 5.04% in 2019. The economic slowdown in China, from June 2019, only properties (which include all types
Indonesia’s biggest trading partner and a major source of property) above the price of IDR30.0 billion shall be
of foreign direct investment, has dented Indonesia’s imposed with a 20.0% luxury goods tax. Previously, the
key export sector. These effects rippled into the 20.0% luxury tax was imposed on apartments above the
local economy hampering domestic sentiment and price of IDR10.0 billion and landed houses above the
consumption. Hence, growth in household consumption, price of IDR20.0 billion. The other policy was to relax the
which accounts for half of Indonesia’s GDP, remained thresholds on income tax rates for properties. From
flat at 5.04%. In addition, political uncertainty arising from 19 June 2019 onwards, properties below IDR30.0 billion
the General Election during the first half of 2019 resulted will be subjected to 1.0% income tax (previously for
in subdued foreign direct investment inflow. However, apartments below IDR5.0 billion and landed houses
these uncertainties eased off following the successful below IDR10.0 billion), whereas property above the
re-election of the incumbent president, Joko Widodo price of IDR30.0 billion will continue to be taxed at 5.0%
(“Jokowi”). (previously for apartments above IDR5.0 billion and
landed houses above IDR10.0 billion).
Shortly after the inauguration, President Jokowi
announced his “Onward Cabinet” and unveiled a slew Leveraging on our local knowledge and expertise, the
of initiatives including a proposed US$178.0 billion Group is flexible to manoeuvre through challenging
budget for the year 2020 focused on human capital, market condition by offering products that are highly
plans to cut corporate tax and scrap levy on dividend sought after by our customers. In addition, the Group’s
starting from the year 2021 in a bid to attract more foreign extensive network allows us to be well-positioned to seize
investments to support economic growth. In addition, opportunities whenever they present themselves. Both
President Jokowi announced the development of a new our key Indonesian subsidiaries, BSDE and DMAS, have
administrative capital in East Kalimantan that would cost achieved strong marketing sales figures in 2019. BSDE
approximately IDR466.0 trillion (US$32.8 billion) of which achieve marketing sales of IDR6.5 trillion, exceeding
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Annual Report 2019
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s land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
its 2019 target of IDR6.2 trillion. DMAS exceeded its After Apple Inc. opened the first Asia-based iOS
marketing sales target of IDR1.25 trillion by achieving Developer Academy in BSD City in May 2018, Indonesia
IDR2.97 trillion in 2019. Looking forward into 2020, BSDE welcomed the first batch of 200 academy graduates after
has set a marketing sales target of IDR7.2 trillion, and completing a free nine-month long (June 2018 to March
DMAS setting IDR2.0 trillion. 2019) application development course that was fully
funded by Apple Inc. The inaugural graduation ceremony
During the year, our associate company, PLIN, was graced by Indonesian Minister of Information and
restructured its assets into DIRE which was listed onto the Technology, Mr. Rudiantara, Minister of Industry,
Indonesia Stock Exchange on 4 July 2019. DIRE’s assets, Mr. Airlangga Hartarto, and Minister of Finance,
which has a total value of IDR13.5 trillion, include Plaza Ms. Sri Mulyani Indrawati, as well as representatives
Indonesia Shopping Mall, Grand Hyatt Indonesia Hotel, from Apple Inc. and Sinarmas Land. Also, speaking
The Plaza Office and fX Sudirman Shopping Mall. Post- after attending “Retrospekt!” - a one-day conference
IPO, BSDE will own 38.38% of the units in DIRE. that gathers people from startups, corporations, and
the government to speak on the current state of digital
transformation, Indonesian Minister of Communication
and Information, Mr. Rudiantara, expressed his support
TOWNSHIPS for BSD City to be the first role-model of a digital
ecosystem in Indonesia and his desire to share this
successful model to other key Indonesian cities.
BSD City – the “First Integrated Smart
Digital City” in Indonesia Following on the milestone achievement with Apple,
the Group continued to stride forward in its digital
BSDE’s flagship development, BSD City, is one of the ecosystem initiatives by collaborating with other giant
largest privately developed townships in Indonesia technology companies, such as Microsoft Corporation
which started with development rights to approximately (“Microsoft”). The Group signed a MOU with Microsoft on
5,950 hectares of land. It currently comprises residential 12 September 2019 to explore collaboration opportunities
estates, commercial sub-town centres that include that use digital technologies such as cloud, artificial
commercial and industrial facilities, schools, hospitals, intelligence, Internet of Things (IoT) and data-driven
parks and other amenities. Located in Tangerang decision making, to create a future smart city for its
Regency, approximately 25km to the southwest of citizens. And together with partners Hewlett-Packard (HP)
Jakarta, BSD City is well-connected to Jakarta and other and PT Sentral Mirta Informatika Tbk (LUCK), Indonesia’s
parts of the Greater Jakarta by toll roads and railways. first clouding printing facility, Chopchopprint, opens in
Based on its strategic Master Plan, BSD City will be The Breeze, BSD City. Other than just printing materials
developed into three phases with a total area of each on the spot, users can make use of cloud technology to
phase approximately 1,500 hectares, 2,000 hectares have their materials printed at other printers connected to
and 2,450 hectares respectively. Phase 1 started in the cloud.
1989 and is close to full completion. Phase 2 started
its development since 2008 and is expected to be Other than collaboration with multinational technology
completed by 2020. Phase 3 is estimated to commence companies, the Group has partnered with Grab Holdings
in 2020 and will complete by the year 2035. Inc. (“Grab”), a Southeast Asia super app, to provide
smart and clean mobility solutions that seeks to also
Rapid development in digital technology has disrupted support the growth of micro and small businesses, as
the way many traditional businesses operate. By well as drive technology development to strengthen
analysing future trends and nurturing a pro-innovation
culture, the Group revisited the previous plan of a
traditional township development and envisioned BSD
City to be the “First Integrated Smart Digital City” in BSD City - MOU with Microsoft Corporation
Indonesia with a mature digital ecosystem. At the heart
of this vision is Digital Hub. Dubbed as “the Silicon
Valley” in Indonesia, the 26 hectares Digital Hub is a
community dedicated to house startups, educational
institutions, multinational and domestic corporations in
the technology industry. Located within BSD City’s Green
Office Park, it has since attracted the likes of Apple, Binar
Academy, Huawei, MyRepublic, Sale Stock, Orami, EV
Hive, Techpolitan, Purwadhika, Geeks Farm, Plug and
Play Indonesia.
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Annual Report 2019
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Operations Review
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Kota Deltamas
Supporting the principles of work, live, play, Kota On 18 April 2019, Jakarta Japanese School Cikarang
Deltamas has earmarked 1,463 hectares of land area for Attached to the Embassy of Japan in Indonesia, better
residential development and its supporting commercial known as “Cikarang Japanese School”, held an opening
facilities which include schools, retail malls, sport and ceremony and welcomed its first batch of students.
recreation centres, medical facilities and other amenities.
Operations Review
Previously, many Japanese expatriates working in Kota successfully acquired the 8.5 hectares land to develop a
Deltamas and its surrounding areas chose to reside in mixed-use superblock and will commence construction in
Jakarta and endured the long commute time to work 2020. Named as “Living World Cibubur”, this 85,000 sqm
as their children attended the only Japanese school in superblock consists of a retail mall, hotel and apartments.
Jakarta. The establishment of Cikarang Japanese School, Upon completion, Living World Cibubur shall feature
a Japanese curriculum elementary and junior high more lifestyle and entertainment offerings, and an ideal
school, provided a solution to the increasing population tenancy mix to suit the needs of the local residents.
of Japanese expatriates in the region to reside in Kota
Deltamas. Since its commencement, the school has In 2019, Kota Wisata welcomes the opening of Eka
triggered a positive ripple effect to its surrounding. An Hospital Cibubur, a private general hospital committed
adjacent land plot was sold for the construction of a to provide high-quality healthcare services, with
residential apartment to accommodate families whose dedicated medical personnel and cutting-edge medical
children are attending the school next door. technology. Standing on a land area of 1.6 hectares,
the nine-storey Eka Hospital Cibubur comprised of 250
Kota Wisata beds and is equipped with modern facilities that include
24-hour/7-day services for Emergency Room Installation,
Kota Wisata is an exclusive residential-focused township laboratories, radiology (MRI 1.5 Tesla, CT scan 128 slice,
development project located in Cibubur with total 4D ultrasound, Mammography) and pharmacy, as well
development rights of 922 hectares of land. Kota Wisata as facilities with the latest technology such as cath lab
is conceptualised as an idyllic urban getaway with an (cardiac catheterisation), 41 polyclinics, ICU, HCU, NICU,
ideal blend of metropolitan sophistication and sweeping Perina, endoscopy, haemodialysis, medical rehabilitation,
landscapes in Cibubur, being one of five administrative and other supporting facilities.
villages forming the sub-district of Ciracas, East Jakarta.
IDR1.4 to 3.0 billion per unit. Each unit ranges from 90 to to Greenwich Park BSD City, QBig Mall, IPEKA Christian
230 sqm building area and 76 to 173 sqm land area. School and Indonesia Convention and Exhibition. Fleek
Hauz is developed over 2 hectares of land area. There
Digital Loft, BSD City is a total of 290 units with each unit price starting from
IDR0.9 to 1.0 billion, with a land area of 45 sqm and built-
The recent data from the Central Statistics Agency up area ranging from 40 to 52 sqm. On the launch date,
(BPS) shows that approximately 23.8% of Indonesia’s BSDE received an overwhelming response with all 290
268.0 million total population or 63.7 million are within the units fully sold out.
age group of 20 to 34 years old. Known as ‘millennials’,
this technology-savvy generation has different tastes Fleek Hauz R, BSD City
and preferences as compared to the older generation.
To cater to their needs, BSDE launched an innovative Riding on the roaring success from Fleek Hauz, BSDE
commercial development by the name of “Digital Loft” launched another similar development of Fleek Hauz by
within the Digital Hub region in BSD City. Digital Loft the name of “Fleek Hauz R”. Developed over 1.5 hectares
has a height of three to four floors and a basement, of land area, 160 units in Fleek Hauz R offered the same
as well as double-deck parking to add to user comfort fitting and furniture as Fleek Hauz. Each unit price starts
and convenience. All units are equipped with smart from IDR0.9 to 1.2 billion, with a land area 45 sqm and
features and IoT facilities such as 24-hour CCTV, built-up area ranging from 40 to 60 sqm. On the launch
facial recognition door security, door sensor alarms, date, all 160 units were fully sold to eager homebuyers on
video intercom & office monitors, light motion sensors, Fleek Hauz’s waiting list.
automatic roller shutter doors and electronic delivery
boxes that can be connected to the owner’s mobile Hayfield, Grand City Balikpapan
phone.
As the Indonesian government announced the plan
Other than the building’s features, there will be a to shift its capital to East Kalimantan, BSDE continue
community park within the development to allow users to to develop Grand City Balikpapan to meet pent-up
meet, connect, work, discuss and collaborate. Launched demands for residential units in the region. With a
in September 2019, these 18 buildings’ unit price ranged planned development area of 250 hectares, Grand
from IDR10.8 to 16.1 billion, with a land area ranging from Balikpapan is a residential-focused mixed-use
187 to 288 sqm, and built-in area from 600 to 825 sqm. development with a master plan that emphasises on
6 important elements of life, namely: live, work, learn,
Fleek Hauz, BSD City recreation, sport and lifestyle. Other than residential
and commercial developments, Grand City Balikpapan
BSDE introduced a brand-new concept that aligns to will provide its residents with a full spectrum of daily
the needs of young working families. Known as Fleek supporting amenities and facilities such as education
Hauz, this compact residential concept looks to maximise institutions, places of worship, medical centres, sports
every area of the house through well-thought interior and recreation area. In addition, there is a 5.3 hectares
designs, equipped with modern fitting and strategic large artificial lake in the development to act as a water
furniture placement. Located in BSD City Phase 2, next reservoir and an attraction spot.
Operations Review
KAZUMI The Zora, BSD City October 2019. Imajihaus is a compact concept residence
based on a minimalist, stylish, modern design, equipped
With the success of its earlier two clusters, BSDE with smart interiors such as smart furniture & smart home
launched KAZUMI, the third cluster within The Zora systems. Each fully furnished unit maximises its allocated
residential development. The Zora is a collaborative area to feature outdoor living rooms and attic rooms as
residential project between BSDE and a Japanese part of its unique selling point. Located in the middle of
consortium led by Mitsubishi Corporation. To develop the Greenwich Park, Imajihaus is next to Caelus residential
latest 2.8 hectares cluster in The Zora area, BSDE cluster with 2 clubhouses within its vicinity. A total of 155
has collaborated exclusively with renowned Japanese units will be developed on this 1.5 hectares development
architectural consultant, Mitsubishi Jisho Sekkei Inc., as with each unit price starting from IDR1.4 to 1.6 billion,
their master plan consultant and Belt Collins as the with a built-up area of 77 sqm over a land area of 55 to
landscape design consultant. Located in an exclusive 65 sqm. All 155 units were fully sold within one week from
residential area in BSD
City Phase 2, KAZUMI cluster its launch.
shall feature 68 units of smart and energy-efficient homes
built with the highest of quality. Each unit price ranges Naraya Park, Kota Deltamas
from IDR5.0 to 7.9 billion, with a specification of 208 to
280 sqm of building area and 120 to 238 sqm of land Naraya Park is a modern residential development in Kota
area. Deltamas that targets at the middle-class homebuyers
and workers in GIIC. Located at the edge of GIIC
ICE Business Park, BSD City industrial area, Naraya Park is well-connected to the
commercial area and government centre of Bekasi
Located opposite Indonesia Convention Exhibition, ICE Regency, with direct road access to KM 37 of the
Business Park was developed to meet the commercial Jakarta–Cikampek toll road and the future KM 41 Jatiasih-
demands within the immediate vicinity. Surrounded by Cikampek toll road exit which connects to Jakarta
QBig mall and IPEKA Christian School, the three-storey Outer Ring Road (JORR). There are 135 units with three
shophouses have three different configurations ranging different type of specifications. Price starts from IDR0.4 to
from 59 to 78 sqm of land area, with a built-in area of 0.7 billion with 30 to 56 sqm built-in area developed over
176 to 234 sqm. There is a total of 80 units with each unit 48 to 60 sqm of land.
price ranging from IDR3.3 to 4.7 billion. Within a week
after the launch date, all 80 units of the ICE Business Park Northpoint NAVA Park, BSD City
were fully sold out.
NAVA Park, touted as the most exclusive residential
Imajihaus, BSD City development in BSD City, is jointly developed by BSDE
and Hongkong Land. Located in the CBD of BSD City,
Catering to the market’s need for smart home with NAVA Park covers a 68 hectares site, and incorporates
innovative features, BSDE introduced Imajihaus cluster in 10 hectares of botanical gardens, a 3.5 hectares lake and
Operations Review
resilience and reported a slightly decreased occupancy
COMMERCIAL AND RETAIL rate of 92.0% (2018: 97.0%).
Sinar Mas Land Plaza, Jakarta / Surabaya / SML also owns and operates two other Sinar Mas Land
Medan Plaza offices in Surabaya and Medan. Sinar Mas Land
Plaza – Surabaya, a 20-storey office tower with a net
Jakarta office market remained subdued in 2019 amidst leasable area of 18,573 sqm, recorded an average
lower transaction activities brought by slower economic monthly rental rate of IDR98,867 per sqm in 2019 (2018:
growth. Although supply continued to outweigh demand, IDR129,513 per sqm) and witnessed a marginal drop in
new office supply in 2019 is significantly lower than 2018 the occupancy rate to 76.0% (2018: 80.0%). Sinar Mas
with technology and co-sharing companies being the Land Plaza – Medan, a 10-storey office tower with a net
demand driver seeking strategically located Grade A leasable area of 27,689 sqm, recorded an occupancy
office spaces. rate of 56.0% (2018: 70.0%), and secured new leases at
an average monthly rental rate of IDR129,868 per sqm
On 24 March 2019, Jakarta City officially welcomed (2018: IDR104,609 per sqm).
the commencement of the highly-anticipated Mass
Rapid Transit (“MRT”). Phase 1 of Jakarta MRT line is Indonesian Convention Exhibition (“ICE”)
16km long, starts from Lebak Bulus Station and ends at
Bundaran HI Station, which is situated directly outside Covering a total land area of approximately 220,000
of Sinar Mas Land Plaza – Jakarta. The opening of sqm, ICE is the most spacious exhibition and convention
Bundaran HI MRT Station has significantly reduced centre in Indonesia. Known as the new emerging
our tenants’ commute time and further enhanced the destination for the Meetings, Incentives, Conferences,
accessibility of our flagship office complex in Jakarta. Exhibitions (MICE) industry in Indonesia, the award-
winning ICE features 50,000 sqm of indoor space with 10
Sinar Mas Land Plaza – Jakarta consists of three exhibition halls of 5,000 sqm each and additional 50,000
prestigious office buildings with a net leasable area of sqm of outdoor exhibition space, a 4,000 sqm convention
95,648 sqm strategically located within Thamrin CBD hall, 33 meeting rooms, a 12,000 sqm convenient pre-
in Jakarta, walking distance to government offices, function lobby, and 5,000 car parking spaces. Located
embassies, hotels and shopping malls. Despite intense in the heart of BSD City, ICE offers flexibility to facilitate
competition from surrounding and newly-completed a full range of business events, meetings, incentives,
buildings, Sinar Mas Land Plaza – Jakarta maintained conventions and exhibitions.
mas land. sinarmas land. sinarmas land. . sinarmas land. sinarmas land. sinarmas land. sinarma
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Operations Review
operates its in-house water treatment and wastewater
treatment plants with a daily capacity of up to 24,700
INDUSTRIAL cubic metres. In addition, GIIC and Kota Deltamas
achieved Integrated Management System Certification,
GIIC which consists of ISO 9001: 2015 on the quality
management system, ISO 14001: 2015 on Environmental
Greenland International Industrial Centre (“GIIC”) is a Management System, and OHSAS 18001: 2007 on health
modern industrial estate located within Kota Deltamas and safety work management system.
integrated township development, owned and operated
by DMAS. Strategically located in the epicentre of the Another GIIC’s key attraction is the Direct Construction
highly concentrated industrial zone along East Jakarta– After Investment Facility (KLIK). GIIC is one of the
Cikampek Corridor, GIIC has attracted hundreds of handfuls of selected industrial estates that has the KLIK
renowned international and domestic customers from a from the Investment Coordinating Board (BKPM). With
diverse range of industries such as automotive, retail, KLIK, customers can do away with multiple layers of red
food & beverage, consumer goods and logistics to set up tapes and carry out their construction immediately after
their presences in Kota Deltamas. their investments are in place.
To meet the demands of both its current and potential As a key automotive manufacturing hub in Indonesia,
customers, GIIC offers a comprehensive and world- GIIC welcomes Hyundai Motor after the South Korean
class modern facility and infrastructure to ensure automotive manufacturer signed a MOU with the
smooth operations. Other than the meticulously planned Indonesian government to establish its first Indonesia
placement of physical infrastructures such as road, manufacturing plant in Kota Deltamas. Despite GIIC
lighting and water channels, GIIC also provides an tenants’ concentration level skewing towards the
extensive list of supporting infrastructures ranging from automotive and its peripheral industry - PT Suzuki
electricity to clean and wastewater treatment. Following Indomobil Motor, Mitsubishi Motors, SAIC-GM-Wuling,
our agreement with the state-owned electricity company, PT Astra Honda Motor and Maxxis Tyre, GIIC continue
PT PLN Persero (“PLN”), all of our customers are assured to diversify its target customers base having secured
of stable and constant premium electricity supply from notable customers such as KALBE Pharmaceutical,
PLN. Likewise, for natural gas and telecommunication KOHLER, Kewpie and Nippon Express in its
facilities, GIIC work closely with PT Perusahaan Gas establishment. Due to its large industrial landbank, GIIC
Negara (PGN) to obtain up to 10,000 cubic metres of gas has the flexibility to allocate a certain area for a specific
per month; and PT Telkom Indonesia and MyRepublic purpose such as the 200 hectares China-Indonesia
for its telecommunication and fiber optic services. GIIC Economic & Trade Cooperation Zone (KITIC) dedicated
to manufacturers and investors from China for their
Indonesian operations.
KIIC
Industrial - GIIC - Water Treatment Plant
Karawang International Industrial City (“KIIC”) is an
award-winning green industrial estate located in
Karawang, West Java, with direct access at KM 47
along Jakarta–Cikampek toll road. The 1,389 hectares
modern industrial estate is a joint venture between
Sinarmas Land and Itochu Corporation of Japan. Known
for its excellent infrastructure, advanced communication
systems, wastewater treatment management and
security system, KIIC is home to many domestic
and multinational corporations such as Toyota Motor
Manufacturing, Indonesia, HM Sampoerna, Yamaha
Motor Manufacturing, Indonesia, Astra Daihatsu
Motor, Panasonic Semiconductor Indonesia and Sharp
Semiconductor Indonesia.
Sinarmas Land Limited 61
Annual Report 2019
Alphabeta Building Mayor of London due to its excellent transport links and
ability to accommodate commercial and residential
Located in the stylish and innovative hub that is growth. Traditionally, Victoria has been a hub for
Shoreditch, the iconic Alphabeta Building offers a net government occupiers with the Houses of Parliament,
leasable area of 247,670 sq ft. Acquired in October 2015 Downing Street and Whitehall located no more than a
and 100% occupied by multiple tenants on triple net 20-minute walk from 33 Horseferry Road. In recent years,
leases, the building offers a distinctive office experience Victoria has benefitted from a variety of best-in-class
that is mimetic of Shoreditch’s own renowned reputation. developments resulting in a vibrant office, retail, leisure
Examples of Alphabeta Building’s unique identity include and residential location.
the basketball court at basement level and Britain’s first
dedicated cycle ramp that allows cyclists to transition 33 Horseferry Road offers a net leasable area of 180,600
straight from the street into the 250-space bicycle storage sq ft, of which 163,761 sq ft comprises Grade A office
area in the basement. accommodation across lower ground, ground and five
upper floors. Divided across ten retail units, the ground
Liverpool Street Station, London’s third busiest train floor also offers 16,839 sq ft of retail space along its
station, is just six-minute walk from Alphabeta Building generous 150-metres frontage to Horseferry Road which
and provides commuters with National Rail Services, includes high-quality tenants such as Moonshine Bars
access to four London Underground lines and London’s Limited, Pret A Manger and Leon Restaurants Limited.
new Crossrail services which are expected to be The Grade A office space is let in its entirety to the UK
operational in June 2021. Secretary of State for Transport with a lease expiring in
December 2033.
33 Horseferry Road
In total, SML’s UK property portfolio has close to 500,000
In June 2017, the Group acquired 33 Horseferry Road, sq ft of strategically located freehold commercial Grade
a freehold commercial building in Victoria, London, for a A space and asset-under-management of close to S$1.0
total consideration of £188.6 million. Located less than billion in Central London.
300-metres from River Thames, 33 Horseferry Road is
positioned in a designated ‘Opportunity Area’ by the
UK - 33 Horseferry Road
and. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. si-
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Sinarmas sinarmas
Land Limited 63
Annual Report 2019
sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinar-
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Operations Review
of hotels in Johor. Le Grandeur Palm Resort registered back of an increasing crowd of visitors and golfers since
an occupancy rate of 43.9% in 2019, a drop of 3.7 the launch of our new Nuvasa Bay development.
percentage points as compared to the previous year.
Nuvasa Bay
However, Palm Resort achieved improvements on the
greens. Operating one of the largest golf courses in Within the master planning of the 228 hectares land,
Johor, golfing rounds have increased from 107,454 the Group dedicated 90 hectares to the residential
rounds in 2018 to 117,187 rounds due to the intense properties as part of the development project named
promotional activities and growing contributions from “Nuvasa Bay” alongside the Nongsa bay at Batam, which
Korean golfers during the winter and summer season. is the Indonesian island closest to Singapore with only a
Also, Palm Resort plays host to many golfing events, and
for the fourth consecutive year, we were chosen to host
the ADT/PGM tournament.
BATAM, INDONESIA
Palm Springs Golf & Country Club Batam, Indonesia - Nuvasa Bay KALANI Tower pool side view
AUSTRALIA
ADVANCING
PARTNERSHIPS
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Sinarmas Land Limited 67
Annual Report 2019
Investor Relations
At SML, we aim to provide our shareholders, investors, has employed electronic poll voting administered by
business partners, analysts and the media with timely, a reputable polling service provider for all meeting
accurate and relevant information needed to make sound resolutions. Votes cast for and against and the respective
judgements about our company, focusing on ensuring percentages on each resolution were instantly displayed
that our stakeholders are well-informed of the Group’s on screen. The detailed results showing the total number
key operations and business strategies, as well as a of votes cast for and against each resolution and the
balanced account of our financial performance. respective percentages were also announced after the
meeting via SGXNET.
Proactive Engagement through Regular
Dialogues
Property Management
Service Excellence
Award 2019
Sinar Mas Land
Middle-Up Class Landed Residential
- BSD City
Property Management
Service Excellence
Award 2019
Sinar Mas Land FIABCI World Prix FIABCI World Prix
d’Excellence Awards 2019 d’Excellence Awards 2019
High-End Apartment
Sinar Mas Land Sinar Mas Land
- The Elements
World Silver Winner - Office World Silver Winner - Sustainable
Category - Green Office Park 9 Development Category - Green
Office Park 9
CECT Sustainability
Awards 2019
PT BSD. Tbk
Overall Sustainability Performance:
Property, Real Estate and Building
Construction
CECT Sustainability
Awards 2019
PT BSD. Tbk
Project-Based CSR & Business
Sustainability: Creating Sustainable
Living Area Property Guru Indonesia Golden Property
Property Awards 2019 Awards 2019
Sinar Mas Land Sinar Mas Land
The 11th IICD Corporate
Best Condo Development (Greater Best Social Media and Digital
Governance Conference
Indonesia) - The Nove Apartment Marketing Strategy
and Award
Nuvasa Bay
PT BSD. Tbk
Top 50 Big Capitalisation Public Property Guru Indonesia
Listed Company World Branding Awards Property Awards 2019
Sinar Mas Land
Sinar Mas Land
Brand of the Year 2019-2020
Best Condo Landscape Architectural
Indonesia’s PR of (Property Developer Indonesia)
Design (Greater Indonesia) - The
the Year 2019 - Alphabeta Building, UK Nove Apartment Nuvasa Bay
Sinar Mas Land
Corporate Communication Team of
the Year (Property and Real Estate
Golden Property
Awards 2019 Green Property Awards 2019
Industry)
PT BSD. Tbk Sinar Mas Land
Best Premium Apartment Green Environment and Infrastructure
Golden Property - Southgate
Awards 2019
PT BSD. Tbk Golden Property Awards 2019
Best Property - Public Listed Hermawan Wijaya (Director of PT BSD. Tbk)
Company Most Influential Property Professional
70 Sinarmas Land Limited
Annual Report 2019
include the commitment to increase the percentage Providing and Maintaining Green Open Space
of developments built in accordance to internationally SML consistently includes green open space in every
recognised ‘Green’ standards (e.g. BCA Green Mark, development master plan. This practice is in line with our
LEED, Greenship, etc.), and the development of public endeavour for sustainable development, as well as to
transport and logistics facilities to reduce carbon complement our green buildings with green spaces.
emissions.
In 2019, we conducted green initiatives in communities,
Optimising Building Operation to Achieve Clean educating them to be more environmentally conscious
Environment and to create more green spaces. We also continued our
SML look to optimise our building operations from CSR tree planting initiatives and encourage communities
development to management stages to create and to plant trees through biopori holes.
provide cleaner environment for our residents. An
example is “The Breeze BSD City”. Named as “The mall These activities are aligned with the Sustainable
with no walls”, The Breeze BSD City reduces energy Development Goals number:
consumption from air-conditioning and lighting by using
natural lighting and outdoor common walkways.
• BSD Link, which is connected to BSD Intermodal • Annual Customer Tenant Satisfaction Survey;
Modern Market, shall expand its operations to cover • Feedbacks from customer and tenant;
the entire BSD City areas in the near future; • Focus Group Discussion;
• Partnering with Grab to provide smart and clean • Green Habit Campaign;
mobility solutions; • Media and the investment community.
72 Sinarmas Land Limited
Annual Report 2019
• Development of modern market in BSD City for local • Together with Kechara Soup Kitchen Society,
entrepreneurs; we brought festive goodies and red packets to
• Improve Tangsel women community’s welfare with underprivileged families during Chinese Lunar New
BSD Knowledge Housecraft Centre; Year period;
• For the fifth consecutive year, PRB worked with
Pertubuhan IKRAM Malaysia (IKRAM) to treat 150
orphans and children from underprivileged families to
a sumptuous berbuka puasa (break fast) during the
Le Grandeur Palm Resort - Sunset Charity Run4Fund 2019 Ramadan month;
• As a member of the Malaysian Association of Hotels,
PRB contributed 150 packs of non-meat food, as part
of its annual ‘Feed the Hungry’ CSR project, to bring
food to the homeless at the back streets of the Johor
Bahru’s city area.
• Together with TJ Mart Kulai, PRB organised the
annual Sunset Charity Run4Fund with a total of 526
participants, raising a total of RM28,000. All proceeds
went towards aiding Palliative Care Association
Johor Bahru in their mission to help cancer patients
requiring hospice care at home.
Initiating Program to Support Knowledge These activities are aligned with the Sustainable
Enhancement Development Goals number:
Education is one of the most important pre-requisites
for the sustainable development of society and of our
employees. We believe that by enhancing knowledge of
the Group’s employees and communities, we can lay a
promising future for SML’s sustainability. Therefore, it is
imperative for SML to explore ways to upskill our people
and to build the best talent pool in our communities. For more details on our corporate social responsibility,
Hence, we have developed several programs to support please refer to SML’s Sustainability Report 2019 to be
our belief: published later.
Human Capital
land. sinarmas land. . sinarmas land. sinarmas land. sinarmas land. s
mas land. . sinarmas land. sinarmas land. sinarmas land. sinarmas la
During the integration process, data uploaded by Health Talk and Medical Corner
data custodians need to ensure data integrity as they
are crucial to the success and accuracy of e-PMS. To
achieve standardisation, numerous discussions with
data custodians were held to create templates to ensure
consistency in the data feeding mechanism. Through
this strenuous initiative, the Group envision faster data
collection, higher level of accuracy and details, as well as
greater level of efficiency to measure every given metrics.
Full integration of e-PMS is on schedule according to the
implementation roadmap.
land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
mas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas
narmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinar- 75
Sinarmas Land Limited
Annual Report 2019
and. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
mas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas
sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinar-
and. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
Of significance is our 2019 Annual Synergy Day. As part of our environmental initiatives to mitigate the
Attended by more than 300 management staff, 2019 impact of climate change, the Group has encouraged
Synergy Day carried the theme of “Transformation: its employees to reduce the usage of single-use plastic.
People & Technology”, emphasising on the importance According to a study by the University of Georgia,
and urgency of business transformation within the Group. Indonesia is the world’s second-largest ocean plastic
Other than sharing the message on transformation, the polluter, after China, with an estimate of 3.2 million metric
Group invited a professor from Massachusetts Institute tonnes of plastic per annum ending up in the water
of Technology (“MIT”) to share the experiences on surrounding the country. Based on 2018 data, the Group
how digital technology and the usage of big data can has consumed 11,628 cartons of 400 millilitres (“ml”)
change people’s lives, and their implications in urban plastic bottled mineral water per year, or an equivalent
areas. During the event, awards were handed out to Top of 279,072 bottles. As a socially responsible entity that
Leaders, Top Managers and Best Employees for their protects the environment and the local communities
excellent performance in 2019. where we operate, we commenced the #lessplastic
initiative since the beginning of 2019 to reduce the usage
To improve our employees’ awareness of mind and of single-use plastic, with the first directive targeting
body wellness, the Group held various talks and events the reduction of bottled mineral water. In this program,
with the theme “Happiness and Wellness” throughout the Group replaced bottled water with gallon water and
2019 where employees are provided with free medical encouraged employees to bring their own tumbler. Water
screenings and health consultation. dispensers were placed in meeting rooms and pantries to
provide easy access within the office premises. As part
Other notable programs were Kartini Day and Seasonal of changing habits, SML shared educational information
Day Care. On Kartini Day, female employees celebrate and encouragement through its weekly email blast.
women emancipation with the theme of “Empowered
Women, Empower Generations” to educate and empower Since the implementation of #lessplastic initiative, SML
female employees through financial management, has succeeded in halving the usage of bottled mineral
culinary, and beauty class. Seasonal Day Care was water to 5,446 cartons of 400 ml mineral water, or an
launched for working mothers who need to take care of equivalent of 130,704 bottles. This 53.2% decrease in the
their children during the Eid Al-Fitr festive period where usage of single-use plastic bottles over a one-year period
most babysitters are away. This initiative reduces the spur the Group to increase the amount of gallon water
burden on working mothers who can then concentrate to and dispensers. The next step, the Group will expand its
achieve optimal work performance. For exceptional work initiative to include guests, vendors, and/or customers by
performers, SML awards them with free movie screening placing recycled paper cups in meeting rooms.
to promote work-life balance.
For more details on our human capital initiatives, please
Other engagement programs include Independence refer to SML’s Sustainability Report 2019 to be published
Day “Semarak Kemerdekaan Indonesia” celebration, later.
Collaborative Workspace design competition, Self-
76 Sinarmas Land Limited
Annual Report 2019
Network Of Operations
Portfolio Overview
Over
16 Residential
Properties
47 million sqm
of prime land bank Hotels, Resort &
Golf Courses 18
Across
26 cities 1 Commercial
Properties
1 Goal Convention
Centre 3
Building for Better Future
JAVA LIAONING
UNITED KINGDOM
Bekasi Shenyang
Cibubur Taicang
AUSTRALIA
Cikarang
Cipanas
Depok
Jakarta
Karawang
Puncak
Sawangan
Semarang
Surabaya
Tangerang
KALIMANTAN
Balikpapan
Samarinda
RIAU ISLANDS
Batam
SULAWESI
Makassar
Manado
SUMATRA
Medan
Palembang
BSD CITY
Serpong, Tangerang,
West Java, Indonesia
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as land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinar-
narmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
Industrial
Greenland International
Industrial Centre
Bekasi Regency, West Java,
Indonesia
Karawang International
Industrial City
Karawang, West Java,
Indonesia
Property Portfolio
land. sinarmas land. sinarmas land. sinarmas land. sinarma
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Residential
Nuvasa Bay
Nongsa, Batam, Indonesia
Aerium at Taman Akasa Banjar Wijaya Chengdu Yue Rong Grand City
Permata Buana Apartment Jl. Cipondoh Raya, Cheng Balikpapan
Jl. Kembangan, Serpong, Tangerang, Tangerang, Xindu District, Balikpapan, Kalimantan,
West Jakarta, West Java, West Java, Indonesia Chengdu, China Indonesia
Indonesia Indonesia
Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm)
- - 93,000 - 2,030,977
Expected Completion Date Expected Completion Date Expected Completion Date Expected Completion Date Expected Completion Date
2020 2022 2020 2021 2029
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
17.7% 27.0% 43.5% 40.0% 65.0%
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Sinarmas sinarmas
Land Limited land.
81 s
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Annualland. sinarmas lan
Report 2019
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as land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sina
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and. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarma
mas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sina
inarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land
A luxury residential A luxury residential A premium luxury A joint venture Exquisite family
property offers resort- project in Cibubur residential development development with homes with amenities
style facilities with a jointly developed with PanaHome impeccably designed
smart home system. Hongkong Land to complement the
21st century lifestyle in
Simatupang
Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm)
11,000 109,000 506,067 5,130,000 -
Expected Completion Date Expected Completion Date Expected Completion Date Expected Completion Date Expected Completion Date
2025 - 2025 2033 2021
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
43.5% 43.5% 25.0% 28.1% 43.5%
Taicang Yue Jiang Taman Permata The Elements The Zora Upper West
Nan Buana Jakarta BSD City, BSD City,
Chengxiang Town, Jl. Kambangan, West Jl. Epicentrum Utama Indonesia Indonesia
Taicang City, China Jakarta, Indonesia Raya, Indonesia
Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm) Remaining Site Area (sqm)
- 7,000 - 125,000 7,118
Expected Completion Date Expected Completion Date Expected Completion Date Expected Completion Date Expected Completion Date
2021 2020 - 2025 2024
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
30.0% 34.8% 49.1% 19.6% 27.0%
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82 Sinarmas Land Limited
land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas l
Annual Report 2019
mas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarm
narmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sin
Property Portfolio sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas l
mas land. sinarmas land. sinarmas land. . sinarmas land. sinarmas land. sina
sinarmas land. sinarmas land. . sinarmas land. sinarmas land. sinarmas land
Commercial land. sinarmas land. . sinarmas land. sinarmas land. sinarmas land. sinarmas
mas land. . sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinar
Alphabeta Building
14-18 Finsbury Square, London, United
Kingdom
Tenure/Expiry Date:
Freehold
An office building with A 47-floor Grade A A 5-storey office A 5-storey office The largest convention
retail frontage in office building in Jakarta building in BSD City building in BSD City and exhibition centre
Victoria, London CBD, of which the in Indonesia
Group owns 13 floors
Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable
Area (sqm) Area (sqm) Area (sqm) Area (sqm) Area (sqm)
16,784 17,355 37,360 20,767 220,000
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
100.0% 49.1% 49.1% 49.1% 24.1%
Tenure/Expiry Date: Tenure (Expiry Date): Tenure (Expiry Date): Tenure (Expiry Date):
Freehold Leasehold Leasehold Leasehold
(March 2026) (July 2040) (July 2034)
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Sinarmas Land Limited 83
Annual Report 2019
mas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. si-
narmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas
land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinar-
armas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
d. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas
land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinar-
rmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
Kusuma Sentral MyRepublic Plaza Sinar Mas Land Sinar Mas Land Sinar Mas Land
Kencana Jl. BSD Green Office Plaza - BSD City Plaza - Jakarta Plaza - Jakarta
Rasuna Said, Park, BSD City, Jl. BSD Green Office Jl. M.H. Thamrin Kav. Jl. M.H. Thamrin Kav.
Jakarta, Indonesia Indonesia Park, BSD City, 51, Central Jakarta, 51, Central Jakarta,
Indonesia Indonesia Indonesia
A commercial A 5-storey office building A 4-storey building in Tower I - a 12-storey Tower II - a 39-storey
development in prime in BSD City BSD City office building, a office building with 3
Jakarta CBD basement level and a basement levels
7-storey carpark Tower III - a 12-storey
building office building
Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable
Area (sqm) Area (sqm) Area (sqm) Area (sqm) Area (sqm)
10,315 18,389 21,000 11,002 84,646
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
46.4% 49.1% 49.1% 57.8% 54.1%
Tenure (Expiry Date): Tenure (Expiry Date): Tenure (Expiry Date): Tenure (Expiry Date):
Leasehold Leasehold Leasehold Leasehold
(July 2034) (July 2034) (January 2039) (January 2030)
Sinar Mas Land Sinar Mas Land Sinarmas MSIG Warwick House Wisma BCA
Plaza - Medan Plaza - Surabaya Tower 8 to 13 Great Pulteney BSD City
Jl. Diponegoro, Jl. Pemuda, Surabaya, Jl. Jenderal Street and 13 to 23 Jl. Kapten Soebianto
North Sumatra, Indonesia Sudirman, South Jakarta, (odd) Lexington Street, Djojohadikusumo, BSD
Indonesia Indonesia London, United Kingdom City, Indonesia
A 10-storey office A 20-storey office A 48-storey office A quality office building A 5-storey office
building and 3 building, a basement building and a in Soho London building
basement levels level and 11-storey basement
carpark building
Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable Approximate Net Leasable
Area (sqm) Area (sqm) Area (sqm) Area (sqm) Area (sqm)
27,689 18,573 72,864 4,371 6,579
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
57.8% 57.8% 49.1% 100.0% 49.1%
Tenure (Expiry Date): Tenure (Expiry Date): Tenure (Expiry Date): Tenure (Expiry Date): Tenure (Expiry Date):
Leasehold Leasehold Leasehold Freehold Leasehold
(January 2026) (November 2023) (June 2044) (July 2027)
84 Sinarmas Land Limited
Annual Report 2019
Property Portfolio
The first AEON Mall in Retail Mall in Semarang Retail Mall in Central
Indonesia owned by our Jakarta
joint venture company,
PT AMSL Indonesia
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
16.2% 31.9% 49.1%
sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. s
Approximate Net Leasable Approximate Net Leasable
land.
Area sinarmas
(sqm) land. sinarmas
Arealand.
(sqm) sinarmas land. sinarmas land. sinarmas la
mas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarm
10,120 137,117
sinarmas land.
Effective Interest sinarmas land.
Held (%) sinarmas
Effective land. sinarmas land. sinarmas land. s
Interest Held (%)
land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas la
65.0% 43.5% - 49.1%
mas land.
Tenure (Expirysinarmas
Date): land. sinarmas
Tenure (Expiryland.
Date): sinarmas land. sinarmas land. sinarm
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Leasehold Leasehold
(July 2034) (June 2037)
land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas la
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86 Sinarmas Land Limited
Annual Report 2019
Property Portfolio
A recreational water Largest green resort A recreational water A prime development A 18-hole golf course
theme park in Grand in Puncak (Bogor’s theme park in BSD City site for hotel and resort to the north of KIIC in
Wisata Summit) Karawang
Site Area (sqm) Site Area (sqm) Site Area (sqm) Site Area (sqm) Site Area (sqm)
75,000 1,540,000 85,000 803,540 750,000
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
23.3% 43.5% 49.1% 95.3% 84.8%
Sinarmas Land Limited 87
Annual Report 2019
A 4-star hotel beside A 4-star hotel A 4-star hotel in one A 4-star hotel in the A young and dynamic
Indonesia Convention overlooking the of the most complete trading district of boutique hotel located
Exhibition in BSD City Makassar Strait resort destinations in Jakarta in the heart of bustling
Malaysia Semarang
Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%) Effective Interest Held (%)
24.1% 43.5% 99.2% 43.5% 31.9%
Financial and Other Information
89 Directors’ Statement 101 Consolidated Statement of 177 Shareholding Statistics
93 Independent Auditor’s Report Changes in Equity 179 Notice of Annual General Meeting
97 Consolidated Income Statement 103 Consolidated Statement
98 Consolidated Statement of of Cash Flows Proxy Form
Comprehensive Income 105 Notes to the Financial
99 Statements of Financial Position Statements
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narmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land. sinarmas land.
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Sinarmas Land Limited 89
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES Annual Report 2019
Company Registration No. 199400619R
DIRECTORS’ STATEMENT
(Incorporated in Singapore)
The directors are pleased to present their statement to the members together with the audited financial statements of
Sinarmas Land Limited (“SML” or the “Company”) and its subsidiaries (together, the “Group”) for the financial year ended
31 December 2019 and the statement of financial position of the Company as at 31 December 2019.
(a) the accompanying statement of financial position of the Company and the consolidated financial statements of
the Group set out on pages 97 to 176 are drawn up so as to give a true and fair view of the financial position of
the Company and of the Group as at 31 December 2019, and the financial performance, changes in equity and
cash flows of the Group for the financial year then ended; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they fall due.
1 Directors
The directors of the Company in office at the date of this statement are:
2 Arrangements to Enable Directors to Acquire Benefits by Means of the Acquisition of Shares and
Debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose
object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in,
or debentures of, the Company or any other body corporate.
1
90 Sinarmas Land Limited
Annual Report 2019
DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The directors of the Company holding office at the end of the financial year had no interests in the share capital
and debentures of the Company and related corporations as recorded in the Register of Directors’ Shareholdings
kept by the Company under Section 164 of the Companies Act, Chapter 50 (the “Companies Act”), except as
follows:
Shareholdings Shareholdings in which
registered in the name directors are deemed
of directors or their spouse to have an interest
At the beginning At the beginning of
of the year or date the year or date of
Name of directors in of appointment At the end appointment At the end
which interests are held if later of the year if later of the year
Related Corporations
PT Bumi Serpong Damai Tbk Shares of IDR100 each
Franky Oesman Widjaja 63,150,000 63,150,000 44,686,140* 44,686,140*
Muktar Widjaja 71,942,400 63,150,000 44,686,140* 44,686,140*
* Held by corporations in which the director has an interest by virtue of Section 7 of the Companies Act.
Sinarmas Land Limited 91
Annual Report 2019
DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
There was no change in any of the above-mentioned interests between the end of the financial year and 21
January 2020.
There were no options granted during the financial year to subscribe for unissued shares of the Company and its
subsidiaries.
No shares have been issued during the financial year by virtue of the exercise of an option to take up unissued
shares of the Company and its subsidiaries.
There were no unissued shares under option at the end of the financial year in respect of shares of the Company
and its subsidiaries.
Details and terms of the options granted by the subsidiaries under certain Zero Percent Convertible Bonds are
disclosed in Note 30 to the financial statements.
6 Audit Committee
At the date of this statement, the Audit Committee (“AC”) comprises the following 3 directors, all of whom,
including the AC chairman, are non-executive independent directors:
The AC has the explicit authority to investigate any matter within its terms of reference. In addition to its statutory
functions, the AC considers and reviews any other matters as may be agreed to by the AC and the board of
directors (“Board”). In particular, the duties of the AC include:
(a) Reviewing significant financial reporting issues and judgements so as to ensure the integrity of the financial
statements of the Group and any formal announcements relating to the Group’s financial performance.
(b) Reviewing and reporting to the Board at least annually the adequacy and effectiveness of the Group’s
internal controls, including financial, operational, compliance and information technology controls and risk
management systems.
(c) Reviewing the adequacy, effectiveness, independence, scope and results of the Group’s internal audit
function.
(d) Reviewing the scope and results of the external audit, and the independence and objectivity of the external
auditors.
(e) Making recommendations to the Board on the proposals to the shareholders on appointment, re-
appointment and removal of the external auditors, and approving the remuneration and terms of
engagement of the external auditors. In this regard, the AC is primarily responsible for proposing the
appointment and removal of the external auditors.
(f) Reviewing the assurance from the Chief Executive Officer and the Chief Financial Officer on the financial
results and financial statements of the Group.
92 Sinarmas Land Limited
Annual Report 2019
DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The AC has been delegated to assist the Board in the oversight of sustainability practice.
The AC reviews with Management, and where relevant, with the internal and external auditors, the results
announcements, annual reports and financial statements, interested person transactions and corporate
governance, before submission to the Board for approval or adoption.
In performing its functions, the AC meets with the internal and external auditors, and reviews the audit plans and
overall scope of both internal and external audits, and the co-operation and assistance given by Management to
the respective auditors. Where necessary, the AC also meets separately with the internal and external auditors
whereby any issues may be raised directly to the AC, without the presence of Management. The internal and
external auditors have unfettered access to the AC.
The AC has recommended to the Board that Moore Stephens LLP, Public Accountants and Chartered
Accountants, be nominated for re-appointment at the forthcoming annual general meeting.
7 Independent Auditors
The independent auditors, Moore Stephens LLP, Public Accountants and Chartered Accountants, have
expressed their willingness to accept re-appointment.
MUKTAR WIDJAJA
Director
FERDINAND SADELI
Director
17 March 2020
SINARMAS LAND LIMITED
Company Registration No. 199400619R
(Incorporated in Singapore) Sinarmas Land Limited 93
Annual Report 2019
Opinion
We have audited the financial statements of Sinarmas Land Limited (the “Company”) and its subsidiaries (the “Group”),
which comprise the consolidated statement of financial position of the Group and the statement of financial position of the
Company as at 31 December 2019, and the consolidated income statement, consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial position of
the Company are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the “Act”) and
Singapore Financial Reporting Standards (International) (“SFRS(I)s”) so as to give a true and fair view of the consolidated
financial position of the Group and the financial position of the Company as at 31 December 2019 and of the consolidated
financial performance, consolidated changes in equity and consolidated cash flows of the Group for the year ended on that
date.
We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”)
Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”) together with the
ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5
94 Sinarmas Land Limited
Annual Report 2019
Key Audit Matters How our audit addressed the key audit matters
Revenue recognition Our audit response:
We refer to Note 3(y) and Note 5 to the financial We assessed the overall sales process and the relevant
statements. systems and the design of controls over the capture and
recording of revenue transactions. We have tested the
For the year ended 31 December 2019, the Group has effectiveness of key controls on the processes related to
recorded revenue from sale of development properties revenue recognition and performed test of details of samples
and other sources amounting to $946,476,000 (2018: of sales transactions.
$654,260,000) and $226,395,000 (2018: $209,874,000)
respectively (Note 5). We read the sales contracts and applied our understanding
of these contracts in assessing the completeness and
Revenue from the sale of development properties is accuracy of revenue. In particular, our understanding also
recognised at a point in time when the development enabled us to evaluate the judgements used in determining
property is delivered to the customer. The timing of the timing of the revenue recognition.
revenue recognition requires judgement on whether the
Group has transferred significant risks and rewards of We tested the journal entries made to revenue, including the
ownership in the properties to the customers and whether adjustments recorded upon the adoption of SFRS (I) 15
the Group has a substantial continuing involvement with Revenue from Contracts with Customers.
the properties.
Our audit findings:
We refer to Note 17 and Note 22 to the financial We reviewed management’s assessment of whether there is
statements. any indication that these development properties have
suffered an impairment loss. We conducted a detailed
As at 31 December 2019, the Group’s total development discussion with the Group’s key management and considered
properties amounted to $3.1 billion (2018: $2.9 billion) their views on possible impairment in light of the current
which are mainly located in its core market – Indonesia. economic environment.
These properties are stated at cost less any impairment
losses. We focused our work on development properties with slower
sales and compared the selling prices to recently transacted
The properties held for sale of $1,328,584,000 (2018: prices of comparable properties located in the same vicinity
$1,224,017,000) and properties under development for as the Group’s projects.
sale of $1,764,906,000 (2018: $1,664,855,000) were
classified as current and non-current respectively. We have obtained an understanding of the Group’s policy and
evaluated the process of identifying the development
We focused on this area because the determination of properties that are classified as current and non-current.
estimated net realisable value of these development
properties is critically dependent upon the Group's Our audit findings:
expectations of future selling prices mainly in Indonesia.
Fluctuations in property prices and changes in demand for We found that the management’s assessment of the net
residential and commercial properties in Indonesia could realisable value and classification of development properties
lead to a significant decline in the net realisable value. In to be appropriate based on our audit procedures.
addition, the classification of the development properties
requires management’s judgement.
6
Sinarmas Land Limited 95
Annual Report 2019
Other Information
Management is responsible for the other information. The other information comprises the information included in the
Annual Report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the
provisions of the Act and SFRS(I)s, 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
financial statements and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do
so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
7
96 Sinarmas Land Limited
Annual Report 2019
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit
of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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 auditor have been properly kept in accordance with the provisions of the
Act.
The engagement partner on the audit resulting in this independent auditor’s report is Christopher Bruce Johnson.
Singapore
17 March 2020
8
Sinarmas Land Limited 97
Annual Report 2019
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES
Operating expenses
Selling expenses (100,941) (100,954)
General and administrative expenses (168,641) (164,205)
Total operating expenses (269,582) (265,159)
Other income/(expenses)
Finance income 6 69,946 51,038
Finance costs 7 (173,840) (151,316)
Foreign exchange (loss)/gain (12,010) 5,655
Share of results of associated companies 19 6,099 11,297
Share of results of joint ventures 20 8,891 (3,735)
Other operating income 8 11,431 23,359
Other expenses, net (89,483) (63,702)
Exceptional items
Gain on equity interest 43(a) 3,360 -
Negative goodwill 43(a) 2,101 -
Effect of restructuring of an associated company 19 368,240 -
Exceptional items, net 373,701 -
Attributable to:
Owners of the Company 387,516 119,028
Non-controlling interests 336,868 110,094
724,384 229,122
9
98 Sinarmas Land Limited
Annual Report 2019
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF
Company Registration No. 199400619R
(Incorporated in Singapore)
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
FOR THE YEAR ENDED 31 DECEMBER 2019
10
Sinarmas Land Limited 99
Annual Report 2019
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES
Company Registration No. 199400619R
STATEMENTS OF FINANCIAL POSITION
(Incorporated in Singapore)
AS AT 31 DECEMBER 2019
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
Group Company
Note 2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Assets
Current Assets
Cash and cash equivalents 13 1,090,335 984,135 15,931 2,062
Short-term investments 14 257,497 47,028 - -
Trade receivables 15 117,616 26,049 - -
Other current assets 16 349,373 249,262 53,218 35,285
Inventories, at cost 919 1,253 - -
Properties held for sale 17 1,328,584 1,224,017 - -
3,144,324 2,531,744 69,149 37,347
Non-Current Assets
Subsidiaries 18 - - 2,304,330 2,354,974
Associated companies 19 561,091 247,149 - -
Joint ventures 20 126,436 142,262 - -
Long-term investments 21 89,275 129,555 - -
Properties under development for sale 22 1,764,906 1,664,855 - -
Investment properties 23 1,711,750 1,613,038 - -
Property, plant and equipment 24 149,209 147,461 1,685 309
Long-term receivables and assets 25 48,044 82,354 - -
Deferred tax assets 26 293 332 - -
Intangible assets 27 162,215 1,784 - -
4,613,219 4,028,790 2,306,015 2,355,283
11
100 Sinarmas Land Limited
Annual Report 2019
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES
Company Registration No. 199400619R
STATEMENTS OF FINANCIAL POSITION (cont’d)
(Incorporated in Singapore)
AS AT 31 DECEMBER 2019
STATEMENTS OF FINANCIAL POSITION (cont’d)
AS AT 31 DECEMBER 2019
Group Company
Note 2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Liabilities and Equity
Current Liabilities
Trade payables 28 48,786 41,977 - -
Other payables and liabilities 29 709,781 628,779 347,152 364,176
Bonds and notes payable 30 - 39,200 - -
Obligations under finance lease 31 - 357 - 40
Lease liabilities 32 811 - 203 -
Borrowings 33 63,174 35,870 - -
Income taxes payable 10,093 4,177 - -
832,645 750,360 347,355 364,216
Non-Current Liabilities
Bonds and notes payable 30 815,866 864,556 - -
Obligations under finance lease 31 - 57 - 57
Lease liabilities 32 2,031 - 1,434 -
Borrowings 33 1,173,138 912,182 - -
Long-term liabilities 34 235,180 250,060 - -
Deferred tax liabilities 26 12 12 - -
2,226,227 2,026,867 1,434 57
12
Sinarmas Land Limited 101
Annual Report 2019
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF
Company Registration No. 199400619R
(Incorporated in Singapore)
CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
FOR THE YEAR ENDED 31 DECEMBER 2019
Balance at
31.12.2018 2,057,844 (170,460) (1,514,239) (15,167) 3,256 1,676,598 2,037,832 1,745,475 3,783,307
Effect of adoption of
SFRS(I) 16 - - - - - (76) (76) (39) (115)
Balance at
1.1.2019 2,057,844 (170,460) (1,514,239) (15,167) 3,256 1,676,522 2,037,756 1,745,436 3,783,192
Foreign currency
translation differences - - 146,053 - - - 146,053 150,448 296,501
Other comprehensive
loss - - - (1,295) - - (1,295) (1,326) (2,621)
Total comprehensive
income/(loss) for the
year - - 146,053 (1,295) - 387,516 532,274 485,990 1,018,264
Dividends
(Note 37) - - - - - (8,512) (8,512) - (8,512)
Dividends paid to
non-controlling
shareholders - - - - - - - (91,858) (91,858)
Capital subscribed by
non-controlling
shareholders - - - - - - - 793 793
Changes in interest in
subsidiaries
(Note 43(c)) - - - 658 - - 658 (710) (52)
Effect of restructuring
of an associated
company (Note 19) - - 3,856 (6,518) - - (2,662) (494) (3,156)
Balance at
31.12.2019 2,057,844 (170,460) (1,364,330) (22,322) 3,256 2,055,526 2,559,514 2,139,157 4,698,671
13
102 Sinarmas Land Limited
Annual Report 2019
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF
Company Registration No. 199400619R
(Incorporated in Singapore)
CHANGES IN EQUITY (cont’d)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (cont’d)
FOR THE YEAR ENDED 31 DECEMBER 2019
FOR THE YEAR ENDED 31 DECEMBER 2019
Balance at 1.1.2018 2,057,844 (170,460) (1,306,515) (21,959) 93 1,587,361 2,146,364 1,881,813 4,028,177
Foreign currency
translation differences - - (207,724) - - - (207,724) (206,832) (414,556)
Other comprehensive
income - - - 2,801 3,163 - 5,964 6,168 12,132
Total comprehensive
(loss)/income for the
year - - (207,724) 2,801 3,163 119,028 (82,732) (90,570) (173,302)
Dividends
(Note 37) - - - - - (29,791) (29,791) - (29,791)
Dividends paid to
non-controlling
shareholders - - - - - - - (16,236) (16,236)
Capital subscribed by
non-controlling
shareholders - - - - - - - 829 829
Changes in interest in
subsidiaries
(Note 43(d)) - - - 3,991 - - 3,991 (30,361) (26,370)
Balance at
31.12.2018 2,057,844 (170,460) (1,514,239) (15,167) 3,256 1,676,598 2,037,832 1,745,475 3,783,307
14
Sinarmas Land Limited 103
Annual Report 2019
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES
Company Registration No. 199400619R
CONSOLIDATED STATEMENT OF
(Incorporated in Singapore)
CASH FLOWS
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR
FOR THE
THE YEAR
YEAR ENDED
ENDED 31 DECEMBER
31 DECEMBER 2019 2019
Adjustments for:
Depreciation of investment properties 23 36,390 35,047
Depreciation of property, plant and equipment 24 14,201 17,769
Interest expense 7 173,840 151,316
Gain on disposal of investment properties 8 - (1,416)
Gain on disposal of property, plant and equipment 8 (53) (148)
Gain on disposal of an associated company 8 (1) -
Loss on disposal of a subsidiary 43(b) - 9
Gain on equity interest 43(a) (3,360) -
Negative goodwill 43(a) (2,101) -
Effect of restructuring of an associated company 19 (368,240) -
Fair value gain on derivative payables 8 - (781)
Fair value gain on financial assets at fair value through profit or loss 8 (5,641) (12,550)
Share of results of associated companies 19 (6,099) (11,297)
Share of results of joint ventures 20 (8,891) 3,735
Allowance for/(Write-back of) impairment loss on:
Trade and non-trade receivables 8 7,670 1,392
Completed properties held for sale 9 (304) (450)
Completed properties held for sale written off 8 366 -
Finance lease receivable written off 8 - 13,802
Unrealised net foreign exchange loss/(gain) 6,751 (10,542)
Interest income 6 (69,946) (51,038)
Operating cash flows before working capital changes 542,828 404,093
Changes in working capital:
Trade receivables (91,627) 6,241
Other current assets and receivables (35,020) 6,658
Inventories 334 85
Trade payables 6,809 (354)
Other payables and liabilities 74,452 (80,912)
Cash generated from operations 497,776 335,811
Interest paid (121,299) (96,927)
Interest received 57,966 47,999
Tax paid (23,798) (7,443)
Net cash generated from operating activities 410,645 279,440
15
104 Sinarmas Land Limited
Annual Report 2019
SINARMAS LAND LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF
Company Registration No. 199400619R
(Incorporated in Singapore)
CASH FLOWS (cont’d)
CONSOLIDATED STATEMENT OF CASH FLOWS (cont’d)
FOR THE YEAR ENDED 31 DECEMBER 2019
FOR THE YEAR ENDED 31 DECEMBER 2019
16
Sinarmas Land Limited 105
Annual Report 2019
These notes form an integral part of and should be read in conjunction with the accompanying financial statements:
1 General
Sinarmas Land Limited (the “Company”) is incorporated and domiciled in Singapore and is listed on the Singapore
Exchange (SGX). The Company’s registered office and principal place of business is at 108 Pasir Panjang Road,
#06-00 Golden Agri Plaza, Singapore 118535.
The Company is principally an investment holding company. The Company and its subsidiaries (collectively, the
“Group”) are involved in the property business, through its investments in Indonesia, China, Malaysia, Singapore
and United Kingdom.
The subsidiaries, associated companies and joint ventures, including their principal activities, countries of
incorporation, and the extent of the Company’s equity interests in those subsidiaries, associated companies and
joint ventures are set out in Notes 45, 46 and 20 to the financial statements respectively.
The statement of financial position of the Company and the consolidated financial statements of the Group as at
and for the year ended 31 December 2019 were authorised for issue by the Board of Directors on 17 March 2020.
The accounting policies adopted are consistent with those of the previous financial year except that in the current
year, the Group has adopted all the new and revised SFRS(I)s issued that are relevant to its operations and
effective for annual periods beginning on 1 January 2019. Except for the adoption of SFRS(I) 16, Leases, the
effect of which disclosed below, the adoption of the new and revised SFRS(I)s has had no material financial
impact on the financial performance and financial position of the Group and the Company.
SFRS(I) 16 sets out a revised framework for the recognition, measurement, presentation and disclosure of leases,
and replaces existing lease accounting guidance. SFRS(I) 16 requires lessees to recognise right-of-use (“ROU”)
assets and lease liabilities for all leases with a term of more than 12 months, except where the underlying asset
is of low value. The ROU asset is depreciated and interest expense is recognised on the lease liability. ROU
assets are tested for impairment in accordance with SFRS(I) 1-36, Impairment of Assets. The accounting
requirements for lessors have not been changed substantially, and continue to be based on classification as
operating and finance leases. Disclosure requirements have been enhanced for both lessors and lessees.
On 1 January 2019, the Group and the Company have applied a modified retrospective approach that does not
restate comparative information, but recognises the cumulative effect of initially applying SFRS(I) 16 as an
adjustment to the opening balance of retained earnings on 1 January 2019. The Group and the Company elected
an expedient offered by SFRS(I) 16, exempting the Group and the Company from having to reassess whether
pre-existing contracts contain a lease.
17
106 Sinarmas Land Limited
Annual Report 2019
2 New and Revised Singapore Financial Reporting Standards (International) (“SFRS(I)s”) (cont’d)
(a) Adoption of New and Revised SFRS(I)s and Interpretations to SFRS(I) (cont’d)
applied a single discount rate to a portfolio of leases with reasonable similar characteristics;
excluded initial direct costs in the measurement of ROU asset at the date of initial application; and
used hindsight in determining the lease term where the contract contains options to extend or terminate
the lease.
The Group and the Company have also elected not to recognise ROU assets and lease liabilities for short-term
leases that have a lease term of 12 months or less and leases of low-value assets. The Group and the Company
recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease
term.
There are no significant changes to the accounting by the Group and the Company as lessors.
For leases previously classified as operating leases, the Group and the Company chose to measure its ROU
assets at a carrying amount as if SFRS(I) 16 had been applied since the commencement of the lease but
discounted using the incremental borrowing rate at 1 January 2019. The Group and the Company recognised
lease liabilities by discounting the remaining lease payments as at 1 January 2019 using the incremental
borrowing rate for each individual lease or, if applicable, the incremental borrowing rate for each portfolio of leases
with reasonable similar characteristics. The difference between the carrying amounts of the ROU assets and
lease liabilities as at 1 January 2019 is adjusted directly to opening retained earnings. Comparative information
is not restated.
(i) recognised ROU assets of $2,292,000, lease liabilities of $2,395,000 and a decrease in investment in
joint ventures of $12,000, recognising the difference of $76,000 and $39,000 in retained earnings and
non-controlling interests respectively.
(ii) reclassified net carrying amount of $884,000 of property, plant and equipment acquired under finance
lease arrangements to ROU assets.
(iii) included in lease liabilities recognised under SFRS(I) 16, $414,000 of obligations under finance lease
that were recorded as at 31 December 2018.
(i) recognised ROU assets of $1,692,000 and lease liabilities of $1,734,000, recognising the difference of
$42,000 in retained earnings.
(ii) reclassified net carrying amount of $212,000 of property, plant and equipment acquired under finance
lease arrangements to ROU assets.
(iii) included in lease liabilities recognised under SFRS(I) 16, $97,000 of obligations under finance lease that
were recorded as at 31 December 2018.
18
Sinarmas Land Limited 107
Annual Report 2019
2 New and Revised Singapore Financial Reporting Standards (International) (“SFRS(I)s”) (cont’d)
(a) Adoption of New and Revised SFRS(I)s and Interpretations to SFRS(I) (cont’d)
When measuring lease liabilities, the Group and the Company discounted lease payments using its incremental
borrowing rate at 1 January 2019. The weighted-average rates applied ranged from 2.7% to 10.4% per annum.
The differences between the operating lease commitments disclosed applying SFRS(I) 1-17 in the financial
statements as at 31 December 2018 and the lease liabilities recognised in the statement of financial position as
at 1 January 2019 are presented below:
Group Company
S$’000 S$’000
(b) New and revised SFRS(I)s issued but not yet effective
As at the date of these financial statements, the Group has not adopted the following amendments to standards
that have been issued but are not yet effective:
Effective for annual
periods beginning
Description on or after
Amendments to SFRS(I) 1-1 and SFRS(I) 1-8, Definition of Material 1 January 2020
Amendments to SFRS(I) 3, Definition of a Business 1 January 2020
The directors of the Company expect the adoption of the amendments above will have no material impact on the
consolidated financial statements in the period of initial application.
The financial statements, are prepared on the historical cost basis, except as discussed in the accounting policies
below. The consolidated financial statements of the Group and the statement of financial position of the Company
have been prepared in accordance with the provisions of the Singapore Companies Act, Chapter 50 and SFRS(I)s
as issued by Accounting Standards Council.
The preparation of financial statements requires the use of accounting estimates and judgements that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses as well as
the disclosures of contingent assets and contingent liabilities. Although these estimates are based on
management’s best knowledge of current events and actions, actual results may actually differ from these
estimates. Critical accounting estimates and assumptions used that are significant to the financial statements,
and areas involving a higher degree of judgement or complexity, are disclosed in Note 4 to the financial statements.
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Items included in the financial statements of each entity in the Group are measured using the currency of the
primary economic environment in which the entity operates (the “functional currency”). The consolidated financial
statements are presented in Singapore dollar, which is the Company’s functional currency that reflects the primary
economic environment in which the Company operates. All financial information presented in Singapore dollars
have been rounded to the nearest thousand ($’000) unless otherwise indicated.
Foreign currency transactions are translated into the respective functional currencies of the entities in the Group
using the exchange rates prevailing at the dates of transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and arising from the translation of foreign currency denominated
monetary assets and liabilities at the exchange rates prevailing at the end of the reporting period are recognised
in the income statement.
Non-monetary items that are measured in terms of historical cost in foreign currency are translated using the
exchange rates prevailing at the date of transactions. Non-monetary items that are measured at fair value in
foreign currency are translated using the exchange rate at the date that the fair value was determined.
Currency translation differences on financial assets at fair value through profit or loss are recognised as part of
the fair value gain or loss in the income statement while the translation differences on financial assets at fair value
through other comprehensive income are recognised in other comprehensive income.
In the preparation of the consolidated financial statements, the financial statements of those subsidiaries whose
functional currency is not Singapore dollar (i.e. foreign entities) are translated into Singapore dollar, as follows:
assets and liabilities are translated at the closing rate at the end of the reporting period;
share capital and reserves are translated at historical exchange rates; and
revenue and expenses are translated at average exchange rates for the period which approximate the
exchange rates prevailing on the transactions dates (unless the average rate is not a reasonable
approximation of the cumulative effect of rates prevailing on the transactions dates, in which case, revenue
and expenses are translated using the exchange rate at the dates of the transactions).
Exchange differences arising from the above translations are recognised in other comprehensive income and
these are accumulated in foreign currency translation reserve on the statement of financial position. On
consolidation, exchange differences arising from the translation of net investments in foreign entities (including
monetary items that in substance form part of the net investment in foreign entities) are recognised in other
comprehensive income. On disposal, the accumulated translation differences are reclassified to the income
statement as part of the gain or loss on disposal in the period in which the foreign entity is disposed of.
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The consolidated financial statements comprise the financial statements of the Company and its subsidiaries
made up to 31 December, after elimination of material balances, transactions and any unrealised profit or loss on
transactions between the Group entities. Subsidiaries are consolidated from the date on which control is
transferred to the Group and cease to be consolidated from the date on which control ceases. The consolidated
financial statements are prepared using uniform accounting policies for like transactions and other events in
similar circumstances.
The acquisition method of accounting is used to account for the acquisition of subsidiaries. The consideration
transferred in a business combination is measured at fair value at the date of acquisition, which is the sum of the
fair values of the assets transferred, the liabilities incurred by the acquirer to former owners of the acquiree, and
the equity interests issued by the acquirer. Acquisition related costs are to be expensed through the income
statement as incurred. Identifiable assets acquired and liabilities assumed in a business combination are
measured at their fair values. Any non-controlling interest at the date of acquisition in the acquiree is measured
at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s
consolidated statement of comprehensive income, statement of financial position and consolidated statement of
changes in equity. Non-controlling interests consist of the amount of those interests at the date of the original
business combination and the non-controlling interests’ share of changes in equity since the date of the
combination.
Changes in the Group’s interest in a subsidiary that do not result in loss of control are accounted for as
transactions with equity owners of the Company. Any difference between the change in carrying amounts of the
non-controlling interest and the value of consideration paid or received is recognised in other reserves on the
statement of financial position, within equity attributable to the owners of the Company.
When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the
date when control is lost, with the change in carrying amount recognised in the income statement. The fair value
is the initial carrying amount for the purpose of subsequently accounting for the retained interest as an associate,
joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.
This may mean that amounts previously recognised in other comprehensive income are reclassified to the income
statement.
(e) Subsidiaries
Subsidiaries are entities over which any of the Group companies have control. The Group companies control an
entity if and only if they have power over the entity and when they are exposed to, or have rights to variable
returns from their involvement with the entity, and have the ability to use their power over the entity to affect those
returns. The Group will re-assess whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control.
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When the Group has less than a majority of the voting rights on an entity, it has power over the investee when
the voting rights are sufficient to give it the practical ability to direct the relevant activities of the entity unilaterally.
The Group considers all relevant facts and circumstances in assessing whether or not its voting rights in an entity
are sufficient to give power, including:
the size of the Group’s holding of the voting rights relative to the size and dispersion of holdings of the other
vote holders;
potential voting rights held by the Group, other vote holders or other parties;
any additional facts and circumstances that indicate that the Group has, or does not have, the current ability
to direct the relevant activities at the time that decisions need to be made, including voting patterns at
previous shareholders’ meetings.
Investment in subsidiaries in the financial statements of the Company are stated at cost, less any impairment
losses.
Intercompany loan to subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable
future and are in substance, a part of the Company’s net investment in those subsidiaries are stated at cost less
any accumulated impairment loss. Such balances are eliminated in full in the consolidated financial statements.
Associated companies are entities in which the Group has significant influence but not control, which generally
occurs when the Group holds, directly or indirectly, 20% or more of the voting power of the investee, or is in a
position to exercise significant influence on the financial and operating policy decisions.
Joint ventures are entities over which the Group has contractual arrangements to jointly share the control over
the economic activity of the entities with one or more parties and have rights to the net assets of the arrangements.
The Group accounts for its investment in associated companies and joint ventures using the equity method from
the date on which it becomes an associated company or joint venture. When applying the equity method, the
Group elects to retain the fair value measurement applied by the associated company which meet the definition
of an investment entity.
On acquisition of the investment, the cost of an acquisition is measured at the fair value of the assets given, equity
instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to
the acquisition. Any excess of the cost of investment over the Group’s share of the net fair value of the investee’s
identifiable assets and liabilities is included in the carrying amount of the investments. Any excess of the Group’s
share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment, the
Group will reassess whether it has correctly identified all of the assets acquired and liabilities assumed, and any
excess thereafter is included as income in the determination of the entity’s share of the associate or joint venture’s
profit or loss in the period in which the investment is acquired.
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Under the equity method, the investment in associated companies or joint ventures are carried in the statement
of financial position at cost plus post-acquisition changes in the Group’s share of net assets of the associated
companies or joint ventures. The Group’s share of post-acquisition profit or losses are recognised in the income
statement and its share of post-acquisition other comprehensive income is recognised in other comprehensive
income. These post-acquisition movements and distributions received from the associated companies or joint
ventures are adjusted against the carrying amount of the investments. Unrealised gains on transactions between
the Group and its associated companies or joint ventures are eliminated to the extent of the Group’s interest in
the associated companies or joint ventures. Unrealised losses are also eliminated unless transactions provide
evidence of impairment of the assets transferred.
When the Group’s share of losses in an associated company or joint venture equals to or exceeds its interest in
the associated company or joint venture, including any other unsecured non-current receivables, the Group does
not recognise further losses, unless it has obligations to make or has made payments on behalf of the associated
companies and joint venture.
The financial statements of the associated companies and joint ventures are prepared as the same reporting date
as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of
the Group.
(g) Goodwill
The excess of the aggregate of the consideration transferred, the amount of any non-controlling interest in the
acquiree, and the fair value at the date of acquisition of any previous equity interest in the acquiree, over the fair
value of the net identifiable assets acquired is initially recognised as “Goodwill” in the consolidated financial
statements. Subsequently, goodwill is carried at cost less any accumulated impairment losses. Goodwill is tested
for impairment annually or when circumstances change, indicating that goodwill might be impaired. If the Group’s
interest in the net fair value of the identifiable assets and liabilities exceeds the consideration transferred and the
non-controlling interest in the acquiree, the Group will reassess whether it has correctly identified all of the assets
acquired and liabilities assumed, and any excess thereafter is recognised as an income immediately.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units. If the
recoverable amount of a cash-generating unit is estimated to be less than its carrying amount, the impairment
loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
The Group recognises an intangible asset arising from a service concession arrangement when the Group’s
construction activities create or enhance an asset under the grantors’ control and it has a right to charge for use
of the concession infrastructure. An intangible asset received as consideration for providing construction services
in a service concession arrangement is measured at fair value on initial recognition with reference to the fair value
of the services provided. Cost of land acquisition, which will be handed over to the grantor at the end of the
concession period is capitalised as part of the cost of the intangible assets. Subsequent to initial recognition, the
intangible assets are measured at cost, which includes capitalised borrowing costs, less accumulated amortisation
and any impairment. The cost is amortised over the remaining concession period on a straight-line basis once the
operation phase has begun.
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Investment properties are properties held either to earn rental income or for long-term capital appreciation or for
currently indeterminate use. Investment properties comprise directly acquired properties, and completed
properties or properties that are being constructed or developed for future use as investment properties.
Investment properties are initially recognised at cost and subsequently carried at cost less accumulated
depreciation and any impairment losses where the recoverable amount of the asset is estimated to be lower than
its carrying amount. Except for freehold land which is not depreciated, depreciation is calculated using a straight-
line method to allocate the depreciable amounts over the estimated useful lives of 20 to 60 years, or where shorter,
the terms of the relevant leases.
The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is
incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property.
Investment properties are derecognised when either they have been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or
losses on the retirement or disposal of an investment property are recognised in the income statement in the year
of retirement or disposal. Transfers are made to or from investment properties when there is a change in use.
The residual values and useful lives of investment properties are reviewed, and adjusted as appropriate, at the
end of each reporting period.
Property, plant and equipment are carried at cost, less accumulated depreciation and any impairment losses
where the recoverable amount of the asset is estimated to be lower than its carrying amount.
Depreciation is charged so as to write off the depreciable amount of assets, other than freehold land which is not
depreciated, using the straight-line method, over the following estimated useful lives:
No. of years
Freehold buildings - 10 to 50
Leasehold land, buildings and improvements - 2 to 30
Plant, machinery and equipment - 2 to 20
Motor vehicles, furniture and fixtures - 3 to 10
The residual values and estimated useful lives of property, plant and equipment are reviewed, and adjusted as
appropriate, at the end of each reporting period.
Subsequent costs are included in the asset’s carrying amount only when 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. The
cost of maintenance and repairs is charged to the income statement as incurred; significant renewals and
improvements are capitalised. When assets are retired or otherwise disposed of, their carrying amounts are
derecognised and any resulting gains or losses are recognised in the income statement.
The cost of construction in progress represents all costs (including borrowing costs on such borrowings)
attributable to bringing the constructed asset to its working condition and getting it ready for its intended use. The
accumulated costs will be reclassified to the appropriate asset class when the construction is completed. No
depreciation charge is provided for construction in progress until the assets are transferred and used in operations.
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Cash and cash equivalents comprise cash on hand, cash in banks and time deposits which are short-term, highly
liquid assets that are readily convertible into known amounts of cash and which are subject to an insignificant risk
of changes in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of time deposits pledged as security.
(l) Inventories
Inventories are measured at the lower of cost and net realisable value. Cost comprises all costs of purchase, cost
of conversion and other costs incurred in bringing the inventories to their present location and condition. Net
realisable value represents the estimated selling price less all estimated costs of completion and costs necessary
to make the sale. Consumables are stated at cost using the FIFO (first-in first-out) method.
(m) Properties under Development for Sale and Held for Sale
Properties under development for sale consist of land and properties which are held with the intention of
development and sale in the ordinary course of business. They are stated at cost less any impairment losses
when the recoverable amount of the property is estimated to be lower than its carrying amount.
Land held for development consists of land acquired which will be developed over more than one year. Upon
commencement of development, the cost of land held for development will be transferred to properties under
development.
Each property under development is accounted for as a separate project. The cost of properties under
development include land cost, direct development and construction costs, capitalised interest and other indirect
costs incurred during the period of development. The cost is determined and/or allocated using the specific
identification method. Allowances are recognised in the income statement for any foreseeable losses. Cost
estimated and allocation are reviewed and adjusted as appropriate, at the end of each reporting period. Properties
held for sale under current assets will be reclassified as investment properties under non-current assets upon the
commencement of an operating lease to another party.
Properties held for sale are stated at the lower of cost and/or net realisable value. Net realisable value represents
the estimated selling price less costs to be incurred in selling the property.
At the end of each reporting period, the Group reviews the carrying amounts of its non-financial assets excluding
goodwill to determine whether there is any indication that those assets have suffered an impairment loss or
whether there is any indication that an impairment loss previously recognised for an asset in prior years may no
longer exist or may have decreased. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss. An asset’s recoverable amount is calculated as the higher
of the asset’s value in use and its fair value less cost of disposal.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash generating unit to which the asset belongs. If the recoverable amount of an asset
(or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. Impairment losses are recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease.
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Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but only to the extent that it does not restate the
asset to a carrying amount in excess of what would have been determined (net of any depreciation) had no
impairment loss been recognised for the asset (or cash-generating unit) in prior years.
The Group recognises a financial asset when, and only when the Group becomes party to the contractual provisions
of the instruments. All regular way purchases and sales of financial assets are recognised on trade-date, the date
on which the Group commits to purchase or sell the asset. The Group derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all
the risks and rewards of ownership of the asset to another party.
The Group classifies its non-derivative financial assets in the following measurement categories: at amortised
cost, at fair value either through other comprehensive income (“FVOCI”) or through profit or loss (“FVPL”). The
classification depends on the Group’s business model for managing the financial assets as well as the contractual
terms of the cash flows of the financial assets. Financial assets with embedded derivatives are considered in
their entirety when determining whether their cash flows are solely payment of principal and interest.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset
not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at FVPL are expensed in the income statement. Trade receivables are measured
at the amount of consideration to which the Group expects to be entitled in exchange for transferring promised
goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do
not contain a signifiicant financing component at initial recognition.
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold
assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding. These assets are subsequently
measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment
losses, if any. Interest income, foreign exchange gains and losses and impairment are recognised in the income
statement. Any gain or loss on derecognition is recognised in the income statement.
On initial recognition of an equity investment that is not held-for-trading, the Group may irrevocably elect to present
subsequent changes in the investment’s fair value in other comprehensive income. These assets are
subsequently measured at fair value. Dividends are recognised as income in the income statement unless the
dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are
recognised in other comprehensive income and are never reclassified to the income statement.
All financial assets not classified as measured at amortised cost or FVOCI are measured at FVPL. Financial
assets that are held-for-trading or are managed and whose performance is evaluated on a fair value basis are
measured at FVPL. These assets are subsequently measured at fair value. Net gains and losses, including any
interest or dividend income and any gain or loss on deregconition, are recognised in the income statement.
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The Group recognises loss allowances from expected credit losses (“ECLs”) on financial assets measured at
amortised costs. Loss allowances of the Group are measured on either 12-months ECLs or lifetime ECLs basis.
12-month ECLs represents ECLs that result from possible default events within the 12 months after the reporting
date (or for a shorter period if the expected life of the instruments less than 12 months). While lifetime ECLs
represents the ECLs that result from all possible default events over the expected life of a financial instrument.
The impairment basis applied depends on whether there has been a significant increase in credit risk.
The Group applies the simplified approach to provide ECLs for all trade receivables. The simplified approach
requires the loss allowance to be measured at an amount equal to lifetime ECLs. The Group applies the general
approach to provide for ECLs on all other financial assets. Under the general approach, the loss allowance is
measured at an amount equal to 12-month ECLs at initial recognition. At each reporting date, the Group assesses
whether the credit risk of a financial asset has increased significantly since initial recognition. When credit risk
has increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime
ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition
and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group’s historical experience, informed credit assessment and includes forward-looking information.
If credit risk has not increased significantly since initial recognition or if the credit quality of the financial assets
improves such that there is no longer a significant increase in credit risk since initial recognition, loss allowance
is measured at an amount equal to 12-month ECLs. The maximum period considered when estimating ECLs is
the maximum contractual period over which the Group is exposed to credit risk.
ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all
cash shortfalls, which is the difference between the cash flows due to the entity in accordance with the contract
and the cash flows that the Group expects to receive.
The Group writes off a financial asset when there is information indicating that the counterparty is in severe
financial difficulty and there is no realistic prospect of recovery, e.g. when the counter party has been placed
under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to
enforcement activities under the Group’s recovery procedures, taking into account legal service where appropriate.
Any recoveries are recognised in the income statement.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired.
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes
significant financial difficulty of a debtor, the probability that the debtor will enter bankruptcy, and default or
significant delay in payments. Loss allowances for financial assets measured at amortised cost are deducted from
the gross carrying amounts of these assets.
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Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. Debt instruments issued which carry a right to convert to equity that is dependent on
the outcome of uncertainties beyond the control of both the Group and the holder are classified as liabilities.
Significant financial liabilities include lease liabilities, interest-bearing borrowings, bonds and notes payable and
trade and other payables. The accounting policies adopted for convertible bonds and lease liabilities are outlined
in Note 3(q) and Note 3(r) respectively.
Interest-bearing borrowings and bonds and notes payable are recorded at the proceeds received, net of direct
issue costs. Direct issue costs are amortised over the period of the bonds. Finance charges, including premiums
payable on settlement or redemption, are accounted for on an accrual basis and are added to the carrying amount
of the instrument to the extent that they are not settled in the period in which they arise.
Interest-bearing borrowings and bonds and notes payable are subsequently measured at amortised cost using
the effective interest method, with interest expense recognised on an effective yield basis. Financial liabilities are
derecognised when, and only when, the obligations are discharged, cancelled or expired. The difference between
the carrying amount of the financial liability derecognised and consideration paid and payable is recognised in the
income statements.
Trade and other payables are carried at cost which is the fair value of the consideration to be paid in the future
for goods and services received. Interest-bearing trade and other payables are recognised initially at cost less
attributable transaction costs and subsequently stated at amortised cost using the effective interest method.
Ordinary shares are classified as equity. Equity is recorded at the proceeds received, net of direct issue costs.
The Company’s own ordinary shares, which are re-acquired by the Company and held as treasury shares, are
recognised at cost and deducted from equity. No gain or loss is recognised in the income statement on the
purchase, sale, re-issuance or cancellation of equity shares. Any difference between the carrying amount of
treasury shares and the consideration received, if re-issued, is recognised directly in equity as gain or loss on re-
issuance of treasury shares.
Convertible financial instruments are regarded as compound instruments, consisting of a liability component and
an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing
market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the
convertible financial instruments and the fair value assigned to the liability component, representing the
embedded option to convert the liability into equity of the Group, is included in capital reserves (equity) if the
option is converted into a fixed number of equity shares or as a financial liability if the option is converted into a
variable number of equity shares based on an exercise price of a prescribed percentage of the net tangible assets
at the exercise date. Correspondingly, a discount on the financial instruments is recorded and amortised over the
period of the financial instruments. Gains and losses arising from changes in fair value of the embedded option
(financial liability) are included in the income statement.
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(r) Leases
At the inception of the contract, the Group and the Company assess if the contract contains a lease. A contract
contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. Reassessment is only required when the terms and conditions of the contract are
changed.
The Group and the Company recognise right-of-use (“ROU”) assets and lease liabilities at the date which the
underlying assets become available for use. ROU assets are measured at cost, less any accumulated
depreciation and impairment losses and adjusted for re-measurement of lease liabilities. The cost of ROU assets
includes the initial measurement of lease liabilities adjusted for any lease payment made at or before the
commencement dates, plus any initial direct costs incurred less any lease incentives received. Any initial cost
that would not have been incurred if the lease had not been obtained are added to the carrying amount of the
ROU assets. ROU asset is depreciated using the straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets.
The Group and the Company have elected not to recognise ROU assets and lease liabilities for short-term leases
that have lease term of 12 months or less and leases of low-value assets. Lease payments relating to these leases
are expensed to the income statement on a straight-line basis over the lease term.
ROU assets (except for those which meets the definition of an investment property) are presented within “Property,
plant and equipment” in the statement of financial position. ROU assets which meet the definition of an investment
property are presented as “Investment properties” and accounted for in accordance with Note 3(i).
The initial measurement of lease liabilities is measured at the present value of the lease payments discounted using
the implicit rate in the lease, if the rate can be readily determined. If the rate cannot be readily determined, the Group
uses its incremental borrowing rate. Lease payments included in the measurement of the lease liabilities comprise
fixed payments (including in substance fixed payment), less any lease incentive receivables. Lease liabilities are
subsequently measured at amortised cost, and are remeasured when there is a change in the Group’s assessment
of whether it will exercise lease extension and termination option, or there is a modification to the lease terms. Where
lease liabilities are remeasured, corresponding adjustments are made against the ROU assets. If the carrying
amount of the ROU assets have been reduced to zero, the adjustments are recorded in the income statement.
Leases where the Group has transferred substantially all risks and rewards incidental to ownership of the leased
assets to the lessees, are classified as finance leases. The leased asset is derecognised and the present value
of the lease receivable (net of initial direct costs for negotiating and arranging the lease) is recognised on the
statement of financial position. The difference between the gross receivable and the present value of the lease
receivable is recognised as unearned finance income. Each lease payment received is applied against the gross
investment in the finance lease receivable to reduce both the principal and the unearned finance income. The
finance income is recognised in the income statement on an effective yield basis. Initial direct costs incurred by
the Group in negotiating and arranging finance leases are added to finance lease receivables and recognised as
an expense in the income statement over the lease term on the same basis as the lease income.
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Leases of investment properties where the Group retains substantively all risks and rewards incidental to ownership
are classified as operating lease. The accounting policy for rental income is outlined in Note 3(y).
Contingent rents are recognised as income in the income statement when earned. When a lease is terminated before
the lease period expires, any payment received by the Group as penalty is recognised as an income when
termination takes place.
Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets
are classified as finance leases. The leased assets and the corresponding lease liabilities (net of finance charges)
under finance leases are recognised on the statement of financial position as property, plant and equipment and
obligations under finance lease respectively, at the inception of the leases based on the lower of the fair value of
the leased assets and the present value of the minimum lease payments. Each lease payment is apportioned
between the finance expense and the reduction of the outstanding lease liability. The finance expense is
recognised in the income statement on an effective yield basis.
Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classified
as operating leases. Payments made under operating leases (net of any incentives received from the lessors)
are recognised in the income statement on a straight-line basis over the period of the lease. Contingent rents are
recognised as an expense in the income statement when incurred.
The Group’s accounting policies as a lessor under SFRS(I) 1-17, Leases are similar to SFRS(I) 16 as described
above.
(s) Provisions
Provisions are recognised when the Group has a legal or constructive obligation as a result of a past event and
it is probable that it will result in an outflow of economic benefits that can be reasonably estimated.
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Current income tax for current and prior years is recognised at the amount expected to be paid to or recovered
from the tax authorities, using the tax rates and tax laws that have been enacted or substantially enacted by the
end of each reporting period in the countries where the Group operates and generates income. The Group
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions, where appropriate, on the basis of amount expected to be paid to
the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is
recognised in the income statement, except when it relates to items recognised in other comprehensive income
or directly to equity, in which case the deferred income tax is also dealt with in other comprehensive income or
directly in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same
tax authority. The amount of deferred income tax is based on the expected manner of realisation or settlement of
the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of each
reporting period.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associated
companies except where the timing of the reversal of the temporary difference can be controlled and it is probable
that the temporary difference will not reverse in the foreseeable future.
Interest expense and similar charges are expensed in the income statement in the period in which they are
incurred, except to the extent they are capitalised as being directly attributable to the acquisition and construction
of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale.
Certain subsidiaries have unfunded defined benefit retirement plans covering substantially all of their eligible
permanent employees in accordance with the Indonesian Labor Law No. 13/2003 dated 25 March 2003 (Law
13/2003). The obligation for Law 13/2003 has been accounted for using the projected unit credit method, with
actuarial valuations being carried out at the end of each reporting period. Current service costs, interest costs
and effects of curtailments and settlements (if any) are recognised directly in the current year’s income statement.
Actuarial gains or losses is reflected immediately in the statement of financial position with a charge or credit
recognised immediately in other comprehensive income as part of other reserves on the statement of financial
position in the period in which they occur and past service costs are recognised immediately in the income
statements when incurred.
The retirement plan obligations recognised in the statement of financial position represents the present value of
the defined benefit obligation. Any asset resulting from this calculation is limited the present value of available
refunds and reductions in the future contributions to the plan.
Fixed contributions paid to state-managed post-employment benefits schemes, such as the Central Provident
Fund, on a mandatory, contractual or voluntary basis are recognised as an expense in the income statement in
the period in which services are rendered by employees. The Group has no further payment obligation once the
contributions have been paid.
31
120 Sinarmas Land Limited
Annual Report 2019
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial
statements in the period in which the dividends are approved for payment.
A related party is a person or entity that is related to the reporting entity. A person is considered to be related if
that person has the ability to control or jointly control the reporting entity, exercise significant influence over the
reporting entity in making financial and operating decisions, or is a member of the key management personnel of
the reporting entity or its parent. An entity is related to the reporting entity if they are members of the same group,
an associate, a joint venture or provides key management personnel services to the reporting entity or to the
parent of the reporting entity. An entity is also considered to be related if it is controlled or jointly controlled by the
same person who has significant influence over the reporting entity or is a member of the key management
personnel of the reporting entity.
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for
transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or
service to the customer, which is when the customer obtains control of the good or service. A performance
obligation may be satisfied at a point in time or over time. At contract inception, the Group assesses whether the
Group transfers control of the development property to the customer over time or at a point in time, by determining
if (a) its performance does not create an asset with an alternative use to the Group; and (b) the Group has an
enforceable right to payment for performance completed to date. Revenue is recognised at a point in time if the
Group does not have an enforceable right to payment by the customer for development work completed to date.
Revenue is recognised over time when the Group’s construction activities create or enhance an asset under the
customer’s control.
Revenue from the sale of development properties is recognised at a point in time when the Group has
satisfied its performance obligation and transfers control of each property to the customer. Control is
transferred when the Group has a present right to payment for the property, the customer has accepted
the property, physical possession, and significant risks and rewards of the property have transferred to
the customer. This generally coincides with the point in time when the development property is delivered
to the customer.
However, if the period between the transfer of promised goods or services to customer and full settlement
by customer exceeds one year, or if cash received in advance from the buyers for the sale of
development properties prior to the handing over of units and the availability of various instalment plan
repayment schemes offered to its customers, a financing component is deemed to be present in the
contracts. In determining the transaction price, the Group adjusts the promised consideration for the
effects of the significant financing component using a discount rate that would be reflected in a separate
financing transaction between the Group and its customer at contract inception, such that it reflects the
credit characteristics of the party receiving financing in the contract.
Revenue arising from sale of other goods is recognised when control of the products are transferred to
the customers upon delivery.
32
Sinarmas Land Limited 121
Annual Report 2019
Revenue from rental of investment properties under operating leases is recognised on a straight-line
basis over the terms of the lease contracts.
Revenue related to construction services under a service concession arrangement is recognised over
time on a cost-to-cost method, i.e. based on the proportion of contract costs incurred for work performed
to date relative to the estimated total contract costs. This input method is considered an appropriate
measure of the progress towards complete satisfaction of these performance obligations under SFRS(I)
15.
Hotel room revenue is recognised based on room occupancy while other hotel revenues are recognised
when the goods are delivered or the services are rendered to the customers.
Golf club membership revenue is recognised over the term of the membership period.
Service income as well as management and consultancy fees (including those relating to property and
estate management, and lease management and co-ordination) are recognised in the period in which
the services are rendered.
Interest income is accrued on a time-proportion basis, by reference to the principal outstanding and at
the effective interest rate applicable.
Dividend income from investments is recognised on the date the dividends are declared payable by the
investees.
The chief operating decision maker has been identified as the Executive Committee of the Group, which consists
of the Executive Chairman, the Chief Executive Officer and Executive Directors. This committee reviews the
Group’s internal reporting in order to assess performance and allocate resources. Operating segments are
reported in a manner consistent with the internal reporting.
The Company has issued corporate guarantees to creditors for borrowings of its subsidiaries. These guarantees
are financial guarantee contracts as they require the Company to reimburse the creditors if the borrowers fail to
make principal or interest payments when due in accordance with the terms of their borrowings.
Financial guarantees issued are initially measured at fair value and the initial fair value is amortised over the life
of the guarantees. Subsequent to initial measurement, the financial guarantees are measured at the higher of the
amortised amount and the amount of loss allowance.
ECLs are a probability-weighted estimate of credit losses. ECLs are measured for financial guarantees issued as
the expected payments to reimburse the holder less any amounts that the Company expects to recover.
33
122 Sinarmas Land Limited
Annual Report 2019
The Group makes estimates and assumptions concerning the future. Estimates, assumptions and judgements
are continually evaluated and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances.
The Group offers customers the options to settle the contract sum by various instalment schemes. If the period
between the transfer of development properties to customers and the settlement by customer exceeds one year,
or if the Group received in advance from the customers prior to handing over of development properties, a
financing component is deemed to be present in the contract. The Group adjusted the contract sum for the effect
of financing component using discount rate based on weighted average borrowing rate. While the Group believes
that the assumptions are reasonable, significant change in assumption may materially affect the adjusted contract
sum and financing component recognised.
For the year ended 31 December 2019, the Group recognised finance income and finance costs from contracts
with customer amounting to $143,000 (2018: $730,000) and $52,170,000 (2018: $49,437,000) respectively.
Income Taxes
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining
the capital allowances, deductibility of certain expenses and taxability of certain income during the estimation of
the provision for income taxes. There are many transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Group recognises liabilities based on
estimates of whether additional taxes will be due. Where the final tax outcome is different from the amounts that
were initially recorded, such differences will impact the income tax expense and income tax payable in the period
in which such determination is made.
As at 31 December 2019, the Group’s income taxes payable and income tax expense amounted to $10,093,000
(2018: $4,177,000) and $43,862,000 (2018: $40,123,000) respectively.
Revenue Recognition
Revenue from the sale of development properties is recognised at a point in time when the development property
is delivered to the customer. The timing of revenue recognition requires judgement on whether the Group has
satisfied its performance obligation and transfers control of each property to the customer. Control is transferred
when the Group has a present right to payment for the property, the customer has accepted the property, physical
possession, and significant risks and rewards of the property have transferred to the customer.
For the year ended 31 December 2019, the Group has recorded revenue from sale of development properties
and other sources amounting to $946,476,000 (2018: $654,260,000) and $226,395,000 (2018: $209,874,000)
respectively.
34
Sinarmas Land Limited 123
Annual Report 2019
Classification of Properties Held for Sale and Properties under Development for Sale
The Group classifies its properties held for sale as current when it expects to realise the assets in its normal
operating cycle or expects to realise the assets within 12 months after the reporting period. All other development
properties are classified as non-current.
As at 31 December 2019, the carrying amount of the Group’s development properties that are classified as current
assets and non-current assets was $1,328,584,000 (2018: $1,224,017,000) and $1,764,906,000 (2018:
$1,664,855,000) respectively.
5 Revenue
Group
2019 2018
S$’000 S$’000
Revenue from sale of development properties included sale of land parcels to associated companies and joint
venture of $45,198,000 (2018: Nil) and $23,160,000 (2018: $8,000) respectively, on terms agreed between the
parties. The Group has not recognised the gain arising from the sale transactions that is attributable to its interests
in accordance with Note 3(f) to the financial statements. The unrealised gain of $12,614,000 (2018: Nil) and
$6,643,000 (2018: $2,000) was therefore adjusted against the share of results in associated companies and joint
ventures respectively in the Group’s income statements.
6 Finance Income
Group
2019 2018
S$’000 S$’000
Interest income from:
Cash and cash equivalents 50,652 37,050
Finance lease 45 1,364
Financial assets at amortised cost 12,221 9,757
Financial assets at fair value through profit or loss 7,028 2,867
69,946 51,038
The Group has interest income from cash and cash equivalents amounting to $5,593,000 (2018: $8,105,000)
which has been netted against interest expense as the Group has the legal rights to set-off the deposits against
the borrowings.
35
124 Sinarmas Land Limited
Annual Report 2019
7 Finance Costs
Group
2019 2018
S$’000 S$’000
Interest expense on:
Borrowings 52,949 40,347
Advance received on development properties 52,170 49,437
Lease liabilities/Obligations under finance lease 222 258
Bonds and notes payable
- interest 64,046 56,988
- amortisation of discount on bonds (Note 30) 160 158
- amortisation of deferred bond charges (Note 30) 4,293 4,128
Finance Costs 173,840 151,316
The Group has interest expense on borrowings amounting to $5,593,000 (2018: $8,105,000) which has been
netted against interest income as the Group has the legal rights to set-off the borrowings against the deposits.
In addition to the charges and credits disclosed elsewhere in the notes to the financial statements, this balance
includes the following charges:
Group
2019 2018
S$’000 S$’000
Audit fees paid/payable to:
Auditors of the Company 265 259
Auditors of the subsidiaries 648 656
Non-audit fees paid/payable to:
Auditors of the Company - -
Write-back of impairment loss on completed properties held for sale (304) (450)
Cost of inventories recognised as an expense in cost of sales 2,047 2,388
36
Sinarmas Land Limited 125
Annual Report 2019
10 Income Tax
Group
2019 2018
S$’000 S$’000
Tax expense is made up of:
Current income tax
- current year 43,285 39,596
- under-provision in respect of prior years 508 477
43,793 40,073
Deferred income tax (Note 26) 69 50
43,862 40,123
Substantially all the Group’s operations are located in Indonesia. Accordingly, the Indonesia statutory tax rate of
25% (2018: 25%) is used in the reconciliation of the tax expense and the product of accounting profit multiplied
by the applicable tax rate.
The income tax expense on the results for the financial year varies from the amount of income tax determined by
applying the Indonesian statutory rate of income tax to profit before income tax due to the following factors:
Group
2019 2018
S$’000 S$’000
As at 31 December 2019, the amount of unutilised tax losses and capital allowances available for offsetting
against future taxable profits are as follows:
Group
2019 2018
S$’000 S$’000
37
126 Sinarmas Land Limited
Annual Report 2019
The breakdown of unutilised tax losses and capital allowances are as follows:
Group
2019 2018
S$’000 S$’000
Expiry dates:
31 December 2019 - 36
31 December 2020 133 1,493
31 December 2021 4,805 3,418
31 December 2022 8,981 8,178
31 December 2023 10,725 -
Thereafter 156,029 21,055
No expiry dates subject to terms and conditions 56,007 187,834
236,680 222,014
The availability of the unrecognised tax losses and capital allowances for set-off against future taxable profits is
subject to the tax regulations of the respective countries in which the Group companies are incorporated. In
Indonesia, the unutilised tax losses are available for set off against taxable profit immediately within a period of 5
years after such tax losses were incurred. As at 31 December 2019, the deferred tax benefit arising from the
above unutilised tax losses and unabsorbed capital allowances has not been recognised in the financial
statements. Deferred tax liabilities of $90,647,000 (2018: $81,483,000) have not been recognised for taxes that
would be payable on the remittance to Singapore of unremitted retained earnings of $906,468,000 (2018:
$814,830,000) of certain subsidiaries, associated companies and joint ventures as the timing of the reversal of
the temporary differences arising from such amounts can be controlled and such temporary differences are not
expected to reverse in the foreseeable future.
Earnings per share is calculated by dividing the net profit attributable to owners of the Company by the weighted
average number of ordinary shares in issue (excluding treasury shares) during the financial year of 4,255,862,496
(2018: 4,255,862,496).
There is no dilution as the Company did not have any potential ordinary shares outstanding as at 31 December
2019 and 2018.
As at 31 December 2019, the net asset value per ordinary share based on the total equity and the existing issued
share capital of 4,255,862,496 (2018: 4,255,862,496) ordinary shares (excluding treasury shares) is $1.10 (2018:
$0.89).
38
Sinarmas Land Limited 127
Annual Report 2019
Certain subsidiaries in Indonesia recorded liabilities for unfunded defined benefit retirement plans in order to meet
the minimum benefits required to be paid to qualified employees as required under the Indonesian Labor Law
13/2003. The amount of such obligations was determined based on actuarial valuations prepared by independent
actuaries, PT Padma Radya Aktuaria and PT Katsir Imam Sapto Sejahtera Aktuaria.
The components of the retirement benefit expenses recognised in the Group’s income statement are as follows:
Group
2019 2018
S$’000 S$’000
The components of the retirement benefit (expenses)/income recognised in other comprehensive income are as
follows:
Group
2019 2018
S$’000 S$’000
39
128 Sinarmas Land Limited
Annual Report 2019
Cash and cash equivalents include balances with a related party of $4,953,000 (2018: $8,787,000). As at 31
December 2019, the Group has time deposits amounting to $76,295,000 (2018: $91,865,000) which have been
netted against borrowings as the Group has the legal rights and intention to set-off the deposits against the
borrowings.
40
Sinarmas Land Limited 129
Annual Report 2019
The above time deposits earn interest at the following rates per annum:
Group Company
2019 2018 2019 2018
% % % %
14 Short-Term Investments
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Financial assets at fair value through
profit or loss:
Mutual funds held for trading 51,060 24,670 - -
Unquoted funds held for trading 24,890 22,358 - -
Unquoted debt instruments held for
trading 181,547 - - -
257,497 47,028 - -
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
41
130 Sinarmas Land Limited
Annual Report 2019
15 Trade Receivables
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
The Group’s credit risk exposure in relation to trade receivables from contracts with customers is presented below:
2019 2018
Loss Loss
Group Gross allowance Gross allowance
S$’000 S$’000 S$’000 S$’000
The Group’s provision for loss allowance is based on past due as the Group’s historical credit loss exposure does
not show significantly different loss pattern for different customer segments. Movements in the credit loss
allowance for trade receivables during the year are as follows:
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
42
Sinarmas Land Limited 131
Annual Report 2019
Saved for the amounts receivable disclosed below, the amounts receivable from subsidiaries, joint ventures,
associated companies and related parties are advances in nature which are unsecured, interest-free and
repayable on demand.
As at 31 December 2019, the amounts receivable from joint ventures of $20,978,000 (2018: $11,705,000) bear
interest at a rate of 8.5% (2018: 8.5% to 10.0%) per annum and are repayable within twelve months.
As at 31 December 2019, the amounts receivable from associated companies of $27,433,000 (2018: $1,530,000)
bear interest at rates ranging from 4.75% to 9.0% (2018: 9.0%) per annum and are repayable on demand.
As at 31 December 2019, the amounts receivable from third parties of $89,908,000 (2018: $19,800,000) bear
interest at rates ranging from 10.0% to 20.0% (2018: 20.0%) per annum and are repayable within twelve months.
As at 31 December 2019, the amounts receivable from subsidiaries of $10,408,000 (2018: $7,492,000) bear
interest at a rate of 4.0% (2018: 4.0%) per annum.
During the current financial year, the Group has recognised credit loss allowances for ECLs against non-trade
receivables based on historical experience, informed credit assessment and includes forward-looking information.
There has been no change in the estimation techniques or significant assumptions made during the current
financial year. Movements in the credit loss allowance for non-trade receivables during the year are as follows:
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
43
132 Sinarmas Land Limited
Annual Report 2019
The remaining non-trade receivables are considered to have low credit risk as they are not due for payment at
the end of the financial year and there has been no significant increase in the risk of default on the receivables
since initial recognition.
As at 31 December 2018, the finance lease receivable related to a building leased to a third party under finance
lease arrangement. During the previous financial year, the Group entered into Termination Agreement of Land
and Building leases and Sale and Purchase of Building Agreement with the lessee. Pursuant to the terms of these
agreements, the Group agreed to terminate the finance lease arrangement and then sell the building to the lessee.
The Group wrote off finance lease receivables of $13,802,000 during the financial year 2018 (Note 8).
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
The properties held for sale shown above is net of allowance for impairment loss of $755,000 (2018: $1,059,000).
As at 31 December 2019, properties held for sale of the Group amounting to $8,438,000 (2018: $11,929,000)
have been pledged as security for bonds issued by a subsidiary and credit facilities granted by banks to
subsidiaries (Notes 30 and 33).
18 Subsidiaries
Company
2019 2018
S$’000 S$’000
44
Sinarmas Land Limited 133
Annual Report 2019
18 Subsidiaries (cont’d)
The accumulated impairment loss of $100,000,000 was recognised in respect of the Company’s investment in a
subsidiary as a result of losses incurred by the subsidiary. The recoverable amount of the relevant subsidiary is
based on fair value less cost of disposal which is principally determined by the current market value of non-
financial assets held by the subsidiary. The loan receivable from subsidiaries form part of the Company’s net
investment in the subsidiaries. These loans are unsecured and settlement is neither planned nor likely to occur in
the next 12 months.
19 Associated Companies
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Interests in:
Quoted associated company at:
- fair value 400,191 - - -
- cost - 200,881 - -
Unquoted associated companies
at cost 160,900 46,268 - -
561,091 247,149 - -
As at 31 December 2019, the fair value of the Group’s interest in the quoted associated company was determined
by reference to the valuation report prepared by independent professional valuer and is classified under Level 2
of the fair value hierarchy (Note 42).
As at 31 December 2018, the fair value of the Group’s interest in the quoted associated company was
$368,374,000 and was classified under Level 1 of the fair value hierarchy (Note 42).
Movements in the net carrying amount in interests in associated companies are as follows:
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
As at 31 December 2019, the accumulated loss not recognised for an associated company amounted to
$10,819,000 (2018: $12,808,000) as such loss is in excess of the Group’s interest in this associated company.
Particulars of the associated companies are disclosed in Note 46 to the financial statements.
45
134 Sinarmas Land Limited
Annual Report 2019
In June 2019, the Group, through its subsidiary, PT Bumi Serpong Damai Tbk (“BSDE”) completed a restructuring
exercise relating to its shareholding interests in PT Plaza Indonesia Realty Tbk (“PLIN”), an associated company
of the Group. Pursuant to this restructuring exercise, the Group disposed all its shareholdings in PLIN to PT Plaza
Indonesia Investama (“PII”), and acquired participation units in Dana Investasi Real Estat Simas Plaza Indonesia
(“DIRE”) and shares in PT Plaza Indonesia Mandiri (“PIM”). Subsequent to this restructuring exercise, (i) BSDE
owns 38.83% of the units in DIRE, (ii) DIRE owns 100% of the shares in PII, which in turn owns 95.75% of the
shares in PLIN; and (iii) BSDE owns 48.48% of the shares in PIM. Consequently, DIRE and PIM became
associated companies of the Group. The effect of this restructuring exercise is as follows:
Group
2019
S$’000
Summarised financial information in respect of DIRE and PLIN, material associated companies for the financial
years ended 2019 and 2018 respectively, and aggregate financial information of other associated companies
which are individually not material, which is not adjusted for the percentage of ownership held by the Group, are
set out below:
Others DIRE
2019 2019
S$’000 S$’000
Others PLIN
2018 2018
S$’000 S$’000
46
Sinarmas Land Limited 135
Annual Report 2019
20 Joint Ventures
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
During the current financial year, the Group through its subsidiary established a 49% joint venture, PT Syandana
Berkat Usaha. The capital of IDR4.9 billion (equivalent to $478,000) has not been paid up as at the end of the
reporting period (Note 29).
Badan Kerja Sama, Pasar Pagi – ITC Mangga Dua Manage and operate 17.39 17.39
Indonesia shopping centre
47
136 Sinarmas Land Limited
Annual Report 2019
Summarised aggregated financial information in respect of the Group’s joint ventures, which is not adjusted for
the percentage of ownership held by the Group, is set out below:
2019 2018
S$’000 S$’000
21 Long-Term Investments
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Financial assets at FVPL:
Unquoted funds 80,576 39,474 - -
Unquoted debt securities - 82,013 - -
Unquoted investments - 6 - -
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
48
Sinarmas Land Limited 137
Annual Report 2019
As at 31 December 2019, certain land held for development of the Group amounting to $105,516,000 (2018:
$113,509,000) have been pledged as security for bonds issued by a subsidiary and credit facilities granted by
banks to the subsidiaries (Notes 30 and 33).
23 Investment Properties
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Cost:
At the beginning of the year 1,749,011 1,769,919 - -
Additions 47,537 91,784 - -
Disposal - (1,307) - -
Transfer from property, plant and
equipment 5,474 5,411 - -
Transfer from properties under
development for sale and held for
sale 5,878 3,348 - -
Currency realignment 85,603 (120,144) - -
At the end of the year 1,893,503 1,749,011 - -
Accumulated depreciation:
At the beginning of the year 135,973 113,354 - -
Depreciation 36,390 35,047 - -
Disposal - (396) - -
Currency realignment 9,390 (12,032) - -
At the end of the year 181,753 135,973 - -
As at 31 December 2019, certain investment properties of the Group amounting to $949,323,000 (2018:
$927,467,000) have been pledged as security for bonds issued by a subsidiary and credit facilities granted by
banks to the subsidiaries (Notes 30 and 33).
During the current financial year, borrowing costs of $4,494,000 (2018: $6,000,000) were capitalised into
investment properties at a capitalisation rate of 10.06% (2018: 10.53%) per annum.
49
138 Sinarmas Land Limited
Annual Report 2019
Investment properties are held mainly for use by tenants under operating leases. The following amounts are
recognised in the Group’s income statement:
Group
2019 2018
S$’000 S$’000
As at 31 December 2019, the aggregate fair values of investment properties located in Indonesia was based on
external valuation reports prepared by the independent appraiser with appropriate qualifications and experience
in the valuation of properties in the relevant locations, KJPP Rengganis, Hamid & Partners and KJPP Jimmy
Prasetyo & Rekan based on market data approach and income approach. Under the market data approach, the
valuation was arrived at by reference to market evidence of transaction prices for similar properties. The most
significant input in this valuation approach is the selling price per unit of floor area. Under the income approach,
the valuation was arrived at by reference to market rental rate for similar properties in the nearby vicinity.
The aggregate fair value of investment properties located in United Kingdom was based on external valuation
reports prepared by the independent professional valuer with appropriate qualifications and experience in the
valuation of properties in the relevant locations, Montagu Evans LLP and Cushman & Wakefield based on open
market value approach and income approach. Under the open market value approach, the valuation was arrived
at by reference to recent transaction prices of similar properties. Under the income approach, the valuation was
arrived at by reference to market rental rate for similar properties in the nearby vicinity.
The fair values of investment properties located in Singapore was based on external valuation reports prepared
by an independent professional valuer with appropriate qualifications and experience in the valuation of properties
in the relevant locations, Colliers International Consultancy & Valuation (Singapore) Pte Ltd based on open market
value approach whereby the basis of comparable transaction is from direct comparison with transaction prices of
similar properties.
The fair values of investment properties located in China was based on external valuation reports prepared by an
independent professional valuer with appropriate qualifications and experience in the valuation of properties in
the relevant locations, Shanghai Orient Appraisal Co. Ltd. based on open market value approach whereby the
basis of comparable transaction is from direct comparison with transaction prices of similar properties.
50
Sinarmas Land Limited 139
Annual Report 2019
24
24 Property,
Property,Plant
Plantand
andEquipment
Equipment
Plant,
Plant, Motor
Motor
Leasehold
Leasehold machinery
machinery vehicles,
vehicles,
Freehold
Freehold Freehold
Freehold land
landand
and and
and furniture
furniture Construction
Construction
Group
Group land
land buildings
buildings buildings
buildings equipment
equipment and
andfixtures
fixtures ininprogress
progress Total
Total
S$’000
S$’000 S$’000
S$’000 S$’000
S$’000 S$’000
S$’000 S$’000
S$’000 S$’000
S$’000 S$’000
S$’000
Cost:
Cost:
AtAt11January
January2018
2018 32,807
32,807 123,378
123,378 61,230
61,230 45,375
45,375 83,651
83,651 5,970
5,970 352,411
352,411
Additions
Additions -- 845
845 77 714
714 2,425
2,425 2,122
2,122 6,113
6,113
Disposals
Disposals -- -- -- -- (698)
(698) -- (698)
(698)
Reclassification
Reclassificationtoto
investment
investmentproperties
properties (2,942)
(2,942) (2,636)
(2,636) -- -- -- -- (5,578)
(5,578)
Reclassification
Reclassification -- (6,803)
(6,803) 10,625
10,625 -- 89
89 (3,911)
(3,911) --
Currency
Currencyrealignment
realignment (1,553)
(1,553) (10,279)
(10,279) (5,012)
(5,012) (3,885)
(3,885) (7,830)
(7,830) (574)
(574) (29,133)
(29,133)
AtAt31
31December
December20182018 28,312
28,312 104,505
104,505 66,850
66,850 42,204
42,204 77,637
77,637 3,607
3,607 323,115
323,115
Effect
Effectofofadoption
adoptionofof
SFRS(I)
SFRS(I)1616 -- -- 1,955
1,955 388
388 -- -- 2,343
2,343
AtAt11January
January2019
2019 28,312
28,312 104,505
104,505 68,805
68,805 42,592
42,592 77,637
77,637 3,607
3,607 325,458
325,458
Additions
Additions -- 310
310 1,544
1,544 1,788
1,788 1,938
1,938 2,227
2,227 7,807
7,807
Disposals
Disposals -- -- -- (33)
(33) (377)
(377) -- (410)
(410)
Acquisition
Acquisitionofofaasubsidiary
subsidiary
(Note
(Note43(a))
43(a)) -- -- -- -- 77 -- 77
Reclassification
Reclassification(to)/from:
(to)/from:
- -Investment
Investmentproperties
properties (280)
(280) -- -- (3,487)
(3,487) (10)
(10) (3,397)
(3,397) (7,174)
(7,174)
- -Properties
Propertiesunder
under
developmentand
development andheld
held
for
forsale
sale 1,679
1,679 1,519
1,519 (699)
(699) -- -- -- 2,499
2,499
Reclassification
Reclassification -- 287
287 82
82 192
192 -- (561)
(561) --
Currency
Currencyrealignment
realignment 787
787 6,487
6,487 4,503
4,503 3,687
3,687 4,696
4,696 263
263 20,423
20,423
AtAt31
31December
December2019
2019 30,498
30,498 113,108
113,108 74,235
74,235 44,739
44,739 83,891
83,891 2,139
2,139 348,610
348,610
Accumulated
Accumulateddepreciation:
depreciation:
AtAt11January
January2018
2018 -- 51,792
51,792 48,526
48,526 17,905
17,905 56,091
56,091 -- 174,314
174,314
Depreciation
Depreciation -- 4,103
4,103 1,184
1,184 3,070
3,070 9,412
9,412 -- 17,769
17,769
Disposals
Disposals -- -- -- -- (667)
(667) -- (667)
(667)
Reclassification
Reclassificationtoto
investment
investmentproperties
properties -- (167)
(167) -- -- -- -- (167)
(167)
Currency
Currencyrealignment
realignment -- (4,594)
(4,594) (3,393)
(3,393) (1,364)
(1,364) (6,244)
(6,244) -- (15,595)
(15,595)
AtAt31
31December
December20182018 -- 51,134
51,134 46,317
46,317 19,611
19,611 58,592
58,592 -- 175,654
175,654
Effect
Effectofofadoption
adoptionofof
SFRS(I)
SFRS(I)1616 -- -- 36
36 15
15 -- -- 51
51
AtAt11January
January2019
2019 -- 51,134
51,134 46,353
46,353 19,626
19,626 58,592
58,592 -- 175,705
175,705
Depreciation
Depreciation -- 3,897
3,897 1,579
1,579 3,575
3,575 5,150
5,150 -- 14,201
14,201
Disposals
Disposals -- -- -- (33)
(33) (350)
(350) -- (383)
(383)
Reclassification
Reclassificationto:
to:
- -Investment
Investmentproperties
properties -- -- -- (1,700)
(1,700) -- -- (1,700)
(1,700)
- -Properties
Propertiesunder
under
developmentand
development andheld
held
for
forsale
sale -- -- (109)
(109) -- -- -- (109)
(109)
Currency
Currencyrealignment
realignment -- 3,200
3,200 2,886
2,886 1,030
1,030 4,571
4,571 -- 11,687
11,687
AtAt31
31December
December2019
2019 -- 58,231
58,231 50,709
50,709 22,498
22,498 67,963
67,963 -- 199,401
199,401
Net
Netbook
bookvalue:
value:
AtAt31
31December
December2019
2019 30,498
30,498 54,877
54,877 23,526
23,526 22,241
22,241 15,928
15,928 2,139
2,139 149,209
149,209
AtAt31
31December
December2018
2018 28,312
28,312 53,371
53,371 20,533
20,533 22,593
22,593 19,045
19,045 3,607
3,607 147,461
147,461
51
51
140 Sinarmas Land Limited
Annual Report 2019
As at 31 December 2019, certain property, plant and equipment of the Group amounting to $7,814,000 (2018:
$7,563,000) has been pledged as security for credit facilities granted by banks to the subsidiaries (Note 33).
Right-of-use assets acquired under leasing arrangements are presented together with the owned assets of the
same class. During the current financial year, the additions to property, plant and equipment included $1,126,000
acquired under leasing arrangements.
Motor
vehicles,
Leasehold Plant and furniture
Company improvements equipment and fixtures Total
S$’000 S$’000 S$’000 S$’000
Cost:
At 1 January 2018 144 357 1,065 1,566
Addition - 2 - 2
At 31 December 2018 144 359 1,065 1,568
Effect of adoption of SFRS(I) 16 1,880 - - 1,880
At 1 January 2019 and
31 December 2019 2,024 359 1,065 3,448
Accumulated depreciation:
At 1 January 2018 144 357 631 1,132
Depreciation - - 127 127
At 31 December 2018 144 357 758 1,259
Effect of adoption of SFRS(I) 16 188 - - 188
At 1 January 2019 332 357 758 1,447
52
Sinarmas Land Limited 141
Annual Report 2019
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
As at 31 December 2019, the loans receivable from a joint venture are unsecured, interest-free and with maturity
dates ranging from 2022 to 2023.
As at 31 December 2019, the loans receivable from a third party are unsecured, bear interest at rate of 4.75%
per annum and with a maturity date in 2021.
As at 31 December 2018, the loans receivable from a third party of $81,057,000 were unsecured, bore interest
at rate of 10.0% per annum and with a maturity date in 2020. During the current financial year, the loans had been
reclassified to current receivables.
The expected credit loss associated with the above loans receivables is not significant.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred tax assets and deferred tax liabilities relate to income taxes
levied by the same tax authority on different entities which intend to settle on a net basis, or realise the assets
and liabilities simultaneously in the future.
Realisation of deferred tax assets is dependent on the generation of sufficient taxable income prior to expiration
of the tax losses carry-forward. Although realisation is not assured, the directors of the Company believe it is
more likely than not that the deferred tax assets, net of the valuation allowance, will be realised. The amount of
the deferred tax assets considered realisable could be reduced or increased if estimates of future taxable income
during the carry-forward period are reduced or increased.
53
142 Sinarmas Land Limited
Annual Report 2019
The following amounts, determined after appropriate offsetting, are shown in the statement of financial position.
Retirement Accelerated
benefit tax
Group obligations depreciation Others Total
S$’000 S$’000 S$’000 S$’000
Deferred tax assets/(liabilities)
At 1 January 2019 366 (34) (12) 320
(Charged)/Credited to income
statement (Note 10) (77) 8 - (69)
Currency realignment 33 (3) - 30
At 31 December 2019 322 (29) (12) 281
27 Intangible Assets
Service
concession
Group Goodwill arrangement Total
S$’000 S$’000 S$’000
Cost
At 31 December 2018 and 1 January 2019 1,784 - 1,784
Acquisition of a subsidiary (Note 43(a)) - 13,039 13,039
Additions - 147,238 147,238
Currency realignment - 154 154
At 31 December 2019 1,784 160,431 162,215
Accumulated amortisation
At 31 December 2018 and 31 December 2019 - - -
In April 2016, PT Trans Bumi Serbaraja (“TBS”), a joint venture of the Group at that time, entered into a service
concession agreement with the local government authority in Indonesia (“the grantor”) to construct a toll road. On
1 April 2019, TBS became a subsidiary of the Group (Note 43(a)). In July 2019, TBS received the Command
Letter to start the work to construct the toll road. Under the terms of the agreement, the Group will construct,
operate and make the toll road available to the public and it has a right to charge users a fee for using the toll
road. The concession period for the arrangement is 40 years and at the end of the concession period, the toll road
becomes the property of the grantor and the Group will have no further involvement in its operation or maintenance
requirements. As at the end of the reporting period, the construction of the toll road was still in progress. During
the current financial year, the Group recognised revenue of $11,645,000 in relation to construction in 2019 which
represents the fair value of its construction service provided in constructing the toll road as disclosed in Note 3(y).
Goodwill of the Group is allocated to the Indonesia property segment. No impairment loss was recognised during
the current financial year.
54
Sinarmas Land Limited 143
Annual Report 2019
28 Trade Payables
The non-trade payables to subsidiaries, related parties and a joint venture are unsecured, interest-free and will
be repayable within the next twelve months. The derivative payables relate to the fair value of the embedded
option to convert the zero percent convertible bonds issued by certain subsidiaries into their equity (Note 30).
55
144 Sinarmas Land Limited
Annual Report 2019
Estimated liabilities for improvements represent the estimated cost which will be incurred by the Group for
improvement on the land and properties sold. Movements in estimated liabilities for improvements during the
financial year are as follows:
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
USD Notes:
6.75% p.a. fixed rate, due 2020 - 102,418 - -
5.5% p.a. fixed rate, due 2023 355,846 325,627 - -
7.25% p.a. fixed rate, due 2021 404,936 390,987 - -
825,419 918,033 - -
Less: Deferred bond charges (9,553) (14,277) - -
Total bonds and notes payable 815,866 903,756 - -
Less: Current portion classified as
current liabilities - (39,200) - -
Non-current portion 815,866 864,556 - -
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
56
Sinarmas Land Limited 145
Annual Report 2019
The above Zero Percent Convertible Bonds are convertible at the option of the bondholders from 54 months after
the date of the renewal to 10 business days prior to the fifth anniversary of the date of the renewal into new
ordinary shares of PT Paraga Artamida (“PAM”), a subsidiary of the Group at an exercise price based on 70% of
the net tangible asset value of PAM at the exercise date. As at the end of the financial year, there was no
conversion of bonds into equity shares of PAM.
The Group issues various bonds and notes under its issuance programs. Saved for the secured bonds below, the
bonds and notes issued were unsecured. As at 31 December 2019, the secured bonds amounting to $63,116,000
(2018: $97,740,000) were secured by certain properties held for sale, land under development for sale and
investment properties of the Group (Notes 17, 22 and 23). As at end of the financial year, there is no breach of
bond covenants.
Interest rate per annum for finance leases (%) 2.7 – 4.3 2.7
57
146 Sinarmas Land Limited
Annual Report 2019
The obligations under finance lease were reclassified to lease liabilities on 1 January 2019 arising from the
adoption of SFRS(I) 16 (Notes 2(a) and 32).
The obligations under finance lease were denominated in the following currencies:
Group Company
2018 2018
S$’000 S$’000
32 Lease Liabilities
The Group has made periodic lease payments for buildings for the purpose of office usage. These buildings are
recognised within property, plant and equipment (Note 24).
The Group has also made upfront payments to secure the right-of-use of leasehold land, which the Group
constructed buildings on it and used them in the Group’s hotel and golf course operations. These leasehold land
and buildings are classified within property, plant and equipment (Note 24).
The Group leases plant, machinery and equipment for the purpose of office usage.
The Group entered into leases of motor vehicles under finance lease arrangement. On 1 January 2019, the
obligations under finance leases were reclassified to lease liabilities arising from the adoption of SFRS(I) 16.
The carrying amounts of ROU assets classified within property, plant and equipment are as follows:
Group Company
31 December 1 January 31 December 1 January
2019 2019 2019 2019
S$’000 S$’000 S$’000 S$’000
58
Sinarmas Land Limited 147
Annual Report 2019
The additions of ROU assets classified within property, plant and equipment for the Group during the current
financial year was $2,670,000. There were no additions to ROU assets during the current financial year for the
Company.
Depreciation charges on ROU assets classified within property, plant and equipment during the current financial
year are as follows:
Group Company
S$’000 S$’000
Amounts recognised in the consolidated income statement and statement of cash flows are as follows:
Group
2019
S$’000
Group Company
2019 2019
Lease liabilities S$’000 S$’000
Lease liabilities denominated in:
Indonesian Rupiah 1,125 -
Singapore Dollar 1,684 1,637
Malaysian Ringgit 33 -
Total lease liabilities (Note 35) 2,842 1,637
Less: Current portion of lease liabilities (811) (203)
Non-current portion 2,031 1,434
The above lease liabilities of the Group and the Company include balances with a related party of $1,637,000.
59
148 Sinarmas Land Limited
Annual Report 2019
33 Borrowings
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Secured borrowings denominated in:
British Pound 566,604 554,882 - -
Singapore Dollar 2,500 2,500 - -
Indonesian Rupiah 478,891 327,178 - -
1,047,995 884,560 - -
Unsecured borrowings denominated in:
United States Dollar 125,798 63,492 - -
Chinese Renminbi 43,819 - - -
Australian Dollar 18,700 - - -
1,236,312 948,052 - -
Less: Current portion classified as
current liabilities (63,174) (35,870) - -
Non-current portion 1,173,138 912,182 - -
As at 31 December 2019, the Group has borrowings amounting to $76,306,000 (2018: $91,775,000) which have
been netted against deposits as the Group has the legal rights to set-off the borrowings against the deposits.
The interest rates per annum for the above borrowings are as follows:
Group Company
2019 2018 2019 2018
% % % %
60
Sinarmas Land Limited 149
Annual Report 2019
33 Borrowings (cont’d)
Singapore
Dollar
Original Loan Currency Equivalent
Year IDR’million GBP’000 S$’000 USD’000 $’000
As at 31 December 2018
Borrowings repayable in:
2019 388,029 547 - - 35,870
2020 262,500 547 - - 24,572
2021 421,580 33,564 - - 96,075
2022 1,668,750 157,174 - - 422,413
2023 525,000 - - - 47,250
Thereafter 369,443 128,539 2,500 46,548 321,872
Total 3,635,302 320,371 2,500 46,548 948,052
Current portion (388,029) (547) - - (35,870)
Non-current portion 3,247,273 319,824 2,500 46,548 912,182
Certain of the Group’s time deposits, properties held for sale, properties under development for sale, investment
properties and property, plant and equipment have been pledged to banks to obtain the above secured borrowings
(Notes 13, 17, 22, 23 and 24).
The bank loan agreements generally include covenants that require the maintenance of certain financial ratios,
limit or require written notification of the amount of additional borrowings that may be incurred, and limit the
transfer or disposal of pledged assets and acting as guarantor to other parties. Any non-compliance with these
covenants will result in these loans becoming repayable immediately upon service of a notice of default by the
lenders. In addition, the bank loan agreements contain cross default clauses whereby non-compliance with
covenants for other financial indebtedness would result in acceleration of repayment of the outstanding loan
balances. As at the end of the financial year, there is no breach of loan covenants.
34 Long-Term Liabilities
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Advances and deposits received on
development properties 631,780 528,846 - -
Less: Current portion classified as
current liabilities (Note 29) (506,746) (382,399) - -
Non-current liabilities 125,034 146,447 - -
Retirement benefit obligations
(Note 12) 48,268 38,927 - -
Security deposits 9,732 12,460 - -
Advances and deposits received on
rental and others 52,146 52,226 - -
235,180 250,060 - -
61
150 Sinarmas Land Limited
Annual Report 2019
Advances and deposits received on development properties represent the contract liabilities relate to the Group’s
obligation to transfer goods or services to customer for which the Group has received considerations from
customers for construction of development properties. Advances and deposits received are generally received
when the sales contract is signed. Contract liabilities are recognised as revenue when the Group has satisfied its
performance obligation to complete the development and deliver the property to the customer.
Significant changes in the contract liabilities balances during the financial years are disclosed as follows:
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
As at 31 December 2019, the aggregate amount of transaction price allocated to the unsatisfied (or partially
unsatisfied) performance obligations is $1,416,391,000 (2018: $1,075,034,000). The Group expects the above
amounts to be recognised as revenue over the next one to seven years (2018: one to seven years).
The reconciliation of movements of liabilities to cash flows arising from financing activities during the current
financial year is as follows:
Bonds and Obligations
notes Lease under
payable Borrowings liabilities finance lease
S$’000 S$’000 S$’000 S$’000
62
Sinarmas Land Limited 151
Annual Report 2019
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. The holders of ordinary
shares, except for treasury shares, are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at shareholders meetings. All shares, except for treasury shares, rank equally with regards
to the Company’s residual assets.
37 Dividends
Group and Company
2019 2018
S$’000 S$’000
At the annual general meeting to be held on 27 April 2020, a first and final tax exempted (one tier) dividend of
$0.0038 per share, amounting to $16,172,277.48 will be recommended. These financial statements do not reflect
this dividend, which will be accounted for in shareholders’ equity as an appropriation of retained earnings for the
financial year ending 31 December 2020.
38 Holding Company
The directors of the Company regard Flambo International Limited, a company incorporated in the British Virgin
Islands as the ultimate holding company. The controlling shareholders of the Company comprise certain members
of the Widjaja family.
63
152 Sinarmas Land Limited
Annual Report 2019
(a) In addition to the related party information disclosed elsewhere in the financial statements, significant
transactions with related parties, on terms agreed between parties, were as follows:
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
i) Interest income from:
Subsidiaries - - 2,518 1,498
Associated companies 1,057 - - -
Joint venture 1,278 970 - -
Related parties 160 1,373 - -
(b) The remuneration of key management personnel who are also directors are as follows:
Group
2019 2018
S$’000 S$’000
Directors’ remuneration:
Directors of the Company 12,679 10,674
Other key management personnel 5,256 4,673
Included in the above remuneration are post-employment benefits (represents the contributions to
defined contribution plans) of $55,061 (2018: $52,236).
64
Sinarmas Land Limited 153
Annual Report 2019
The Group manages its capital to safeguard the Group’s ability to continue as a going concern in order to
maximise return to shareholders and benefits for other stakeholders through the optimisation of the debts and
equity balance. The Group’s overall strategy remains unchanged since 2018.
The directors of the Company review the capital structure on a semi-annual basis and make adjustment to it, in
light of changes in economic conditions. As a part of the review, the directors of the Company consider the cost
of capital and the risks associated with each class of capital. Accordingly, the Group will balance its overall capital
structure through the payment of dividends, new share issues and share buy-back. Capital includes all capital
and reserves of the Group (total equity). Neither the Group nor the Company is subject to any externally imposed
capital requirements.
The directors of the Company also review the gearing ratio on a semi-annual basis. The gearing ratio, net debt
and total equity of the Group as at 31 December 2019 and 2018 are as follows:
2019 2018
S$’000 S$’000
The Group’s activities expose it to a variety of financial risks: market risks (including interest rate risk, foreign
currency risk and price risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to
minimise adverse effects from the unpredictability of financial markets on the Group’s financial performance. The
Group may use relevant financial instruments to manage certain risks. Such financial instruments are not held for
trade or speculative purposes.
The Group is exposed to interest rate risk primarily on its existing interest-bearing financial instruments. Financial
instruments issued at variable rates expose the Group to cash flow interest rate risk. Financial instruments issued
at fixed rates expose the Group to fair value interest rate risk. The interest rate that the Group will be able to
obtain on its financial instruments will depend on market conditions at that time, and may differ from the rates the
Group has secured currently.
As at the end of the current reporting period, if interest rates on net financial liabilities at variable rate had been
0.5% lower/higher with all other variables held constant, profit before income tax for the year and total equity
would have been $213,000 and $328,000 higher/lower respectively, mainly as a result of lower/higher interest
expenses on net financial liabilities at variable rate, net of applicable income taxes. This analysis is prepared
assuming the amount of net financial liabilities outstanding at the end of the reporting period was outstanding for
the whole year.
65
154 Sinarmas Land Limited
Annual Report 2019
As at the end of the previous reporting period, if interest rates on all net financial assets at variable rate had been
0.5% lower/higher with all other variables held constant, profit before income tax for the year and total equity
would have been $544,000 and $241,000 lower/higher respectively, mainly as a result of lower/higher interest
income on net financial assets at variable rate, net of applicable income taxes. This analysis is prepared assuming
the amount of net financial assets outstanding at the end of the reporting period was outstanding for the whole
year.
The interest rates and repayment terms of interest-bearing financial instruments are disclosed in the respective
notes to the financial statements. The interest rate profile of the Group’s financial instruments as at the end of
the reporting period was as follows:
2019 2018
S$’000 S$’000
Financial assets
Fixed rate 364,051 122,458
Variable rate 1,084,817 1,056,798
Non-interest bearing 373,866 191,753
1,822,734 1,371,009
Financial liabilities
Fixed rate 926,178 902,909
Variable rate 1,127,321 948,052
Non-interest bearing 140,754 183,543
2,194,253 2,034,504
The Group operates in several countries. Entities within the Group may transact in currencies other than their
respective functional currency (“foreign currency”) such as the United States Dollar (“USD”), the Indonesian
Rupiah (“IDR”), the Malaysian Ringgit (“RM”), the British Pound (“GBP”), the Hong Kong Dollar (“HKD”) and the
Singapore Dollar (“SGD”) which is also the Company’s presentation currency.
The Group faces foreign exchange risk as its borrowings and cost of certain key purchases are either
denominated in foreign currencies or whose price is influenced by their benchmark price movements in foreign
currencies (especially USD) as quoted on international markets. The Group does not have any formal hedging
policy for its foreign exchange exposure and did not actively engage in activities to hedge its foreign currency
exposures during the financial year. The Group seeks to manage the foreign currency risk by constructing natural
hedges where it matches revenue and expenses in any single currency. The Group is also exposed to currency
translation risks arising from its net investments in foreign operations. These net investments are not hedged as
currency positions as these foreign operations are considered long-term in nature.
66
Sinarmas Land Limited 155
Annual Report 2019
The entities within the Group have different functional currencies depending on the currency of their primary
economic environment. A 5% strengthening of the functional currency of these entities against the following
currencies at the reporting date would increase/(decrease) the Group’s profit before income tax by the amount
shown below. This analysis assumes that all other variables, in particular interest rates, remain constant:
Group
2019 2018
S$’000 S$’000
Price risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market prices.
The Group is exposed to equity securities price risk arising from its investments held that are classified as fair
value through other comprehensive income and fair value through profit or loss. The Group monitors the market
closely to ensure that the risk exposure to the volatility of the investments is kept to a minimum. As at the end of
the reporting period, the Group has no significant exposure to price risk.
Credit risk is the risk of financial loss to the Group if a customer or counter-party to a financial instrument fails to
meet its contractual obligations, and arises principally from the Group’s receivables from customers and cash and
cash equivalents.
Trade debtors comprise mainly the Group’s customers who bought properties and tenants of investment
properties. The tenants of investment properties and purchasers of development properties may default on their
obligations to pay the amount owing to the Group. The Group manages credit risks by requiring the
customers/tenants to furnish cash deposits, and/or bankers’ guarantees. The Group also performs regular credit
evaluations of its customers’ financial conditions and only entered into contracts with customers with an
appropriate credit history.
For sales of development properties, the Group generally has certain recourse, which include forfeiture of deposit
and/or installments paid and re-sale of the re-possessed properties. The fair value of such collaterals is generally
higher than the carrying amount of the trade receivables from the Group’s customers.
Cash and cash equivalents mainly comprise deposits with banks and financial institutions which are regulated.
Concentrations of credit risk exist when changes in economic, industry or geographical factors similarly affect
counter-parties whose aggregate credit exposure is significant in relation to the Group’s total credit exposure.
The Group has no significant concentration of credit risks with exposure spread over a large number of counter-
parties and customers.
67
156 Sinarmas Land Limited
Annual Report 2019
The maximum exposure to credit risk in the event that the counter parties fail to perform their obligations as at
the end of the reporting period in relation to each class of recognised financial assets is the carrying amount of
those assets as stated in the statements of financial position, except as follows:
Company
2019 2018
S$’000 S$’000
Corporate guarantees provided to financial institutions on borrowings of
subsidiaries:
- Total facilities 591,852 565,971
- Total outstanding 583,791 557,382
To manage liquidity risk, the Group and Company maintain a level of cash and cash equivalents and funding
facilities deemed adequate by management to finance its operations. In assessing the adequacy of the facilities,
management reviews its working capital requirements. The table below analyses the maturity profile of the
Group’s and the Company’s financial liabilities based on the contractual undiscounted cash flows (inclusive of
principals and estimated interest until maturity).
Less than
Group 1 year 1 to 5 years Over 5 years Total
S$’000 S$’000 S$’000 S$’000
At 31 December 2019
Bonds and notes payable 54,615 889,964 - 944,579
Borrowings 124,775 1,274,655 - 1,399,430
Lease liabilities 870 1,441 672 2,983
Other financial liabilities 139,233 - - 139,233
Total financial liabilities 319,493 2,166,060 672 2,486,225
At 31 December 2018
Bonds and notes payable 99,544 991,669 - 1,091,213
Borrowings 77,945 704,529 327,755 1,110,229
Obligations under finance lease 377 65 - 442
Other financial liabilities 182,282 - - 182,282
Total financial liabilities 360,148 1,696,263 327,755 2,384,166
Company
At 31 December 2019
Other financial liabilities 346,322 - - 346,322
Lease liabilities 208 764 672 1,644
Financial guarantee contracts 966 582,825 - 583,791
347,496 583,589 672 931,757
At 31 December 2018
Other financial liabilities 363,440 - - 363,440
Obligations under finance lease 45 65 - 110
Financial guarantee contracts 947 331,305 225,130 557,382
364,432 331,370 225,130 920,932
68
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41 Commitments
The Group leased out its investment properties to third parties. These leases have varying terms, escalation
clauses and renewal rights. Rental income from investment properties are disclosed in Note 23 to the financial
statements. At the end of the reporting period, the total committed rental income in respect of these operating
leases are as follows:
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
Future minimum lease receivable:
Within one year 58,499 71,951 - -
Between one year to five years 171,514 164,934 - -
After five years 167,506 196,215 - -
(b) Estimated expenditure committed but not provided for in the financial statements are as follows:
Group Company
2019 2018 2019 2018
S$’000 S$’000 S$’000 S$’000
42 Financial Instruments
The carrying amounts of financial assets and liabilities with a maturity of less than one year, which include cash
and cash equivalents, short-term investments, trade and other receivables, trade and other payables, short-term
bonds and notes payable, short-term borrowings, short-term lease liabilities and short-term obligations under
finance lease are assumed to approximate their fair values due to their short-term maturities.
The fair values of long-term receivables and long-term borrowings (which include lease liabilities, obligations
under finance lease, bonds and notes payable and borrowings) are calculated based on discounted expected
future principal and interest cash flows. The discount rates used are based on market rates for similar instruments
at the end of the reporting period. As at 31 December 2019 and 2018, the carrying amounts of the long-term
receivables and long-term borrowings approximate their fair values.
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The table below presents financial assets carried at fair value and classified by level of the following fair value
measurement hierarchy:
(a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
(b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is as prices) or indirectly (i.e. derived from prices); and
(c) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
At 31 December 2018
Financial assets at fair value through
other comprehensive income - - 8,062 8,062
Financial assets at fair value through
profit or loss 24,670 121,487 22,364 168,521
Total 24,670 121,487 30,426 176,583
The methods and assumptions used by management to determine fair values of assets and liabilities are as
follows:
The fair value of securities traded in active markets is based on quoted market prices at the reporting date. The
quoted market price used for financial assets held by the Group is the current bid price.
The fair value of unquoted fund and debt securities is determined by reference to fund statements provided by
non-related fund manager and price of recent transaction.
The fair values of financial assets at financial assets at fair value through profit or loss (“FVPL”) were determined
by reference to price of recent transaction and valuation report prepared by independent professional valuer.
The fair value of financial assets at financial assets at fair value through other comprehensive income (“FVOCI”)
were determined by reference to valuation reports provided by external valuers.
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As at 31 December 2019, the fair value of financial asset amounting to $134,979,000 was made with reference
to price of recent transaction. No quantitative information has been presented as the transacted price without
adjustment is used to approximate the fair value of this investment. Subject to meeting certain conditions, the
Group is entitled to profit-sharing on the disposal of certain investment assets held by this investment. When the
projected profits from sale of the investment assets increase, the estimated fair value increases.
- Valuation reports
As at 31 December 2019, the fair value of financial assets amounting to $30,757,000 was made with reference
to valuations using the market approach and discounted cash flow method. Key unobservable inputs used in the
valuation models are as follows:
Reconciliation of Level 3 fair value movements during the current financial year are as follows:
2019 2018
Group FVOCI FVPL FVOCI FVPL
S$’000 S$’000 S$’000 S$’000
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Annual Report 2019
On 1 April 2019, the Group through its subsidiary, acquired the remaining 75,000 shares in a joint venture, PT
Trans Bumi Serbaraja (“TBS”) for an aggregate consideration of IDR90.9 million (equivalent to $8,711,000).
Following the acquisition, TBS became a subsidiary of the Group. The Group recognised a gain of $3,360,000 as
a result of re-measuring previously held equity interest in TBS before the business combination and a negative
goodwill of $2,101,000 which are included as exceptional items in the consolidated income statement. Accordingly,
the Group’s effective interest in TBS increased from 24.54% to 49.08%.
From the date of acquisition, it contributed revenue of $11,645,000 and loss before tax of $1,006,000 to the
Group’s results. If the acquisition had occurred on 1 January 2019, management estimated that there would have
been no significant changes to the Group’s result.
The fair values of the identifiable assets acquired and liabilities assumed at the acquisition date, after taking into
account the fair value adjustment based on an independent valuation report, were as follows:
N Fair value
Previous Fair value recognised
Net assets acquired: carrying amount adjustment on acquisition
S$’000 S$’000 S$’000
On 9 February 2018, the Group through its subsidiary disposed its entire shareholdings in PT Duta Virtual Dotkom
(“DVD”) for a cash consideration of IDR74 million (equivalent to $8,000). Compared to the net assets disposed
off of $17,000, the Group recorded a loss on disposal of $9,000. Aggregate of cash outflow arising from disposal
of a subsidiary is as follow:
DVD
S$’000
72
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Annual Report 2019
43 Acquisition and Disposal of Subsidiaries and Transactions with Non-controlling Interests (cont’d)
(c) Change in ownership interest in subsidiaries during the financial year 2019
(i) On 13 February 2019, the Group through its subsidiary, acquired the remaining 542,500 shares in PT
Pembangunan Deltamas (“PDM”) from its non-controlling shareholders for a cash consideration of
IDR542.5 million (equivalent to $52,000). Following the transaction, the Group’s effective interest in PDM
increased from 57.28% to 57.30%. The Group recognised an increase in other reserves of $32,000 and
a decrease in non-controlling interests of $84,000.
(ii) On 18 December 2019, the Group through its subsidiary, subscribed for additional 20,000,000 new
shares in PT Wijaya Pratama Raya (“WPR”) for an aggregate consideration of IDR20.0 billion (equivalent
to $1,942,000). Following this capital subscription, the Group’s effective interest in WPR increased from
30.49% to 31.94%. The Group recognised an increase in other reserves and a decrease in non-
controlling interests of $626,000.
(d) Change in ownership interest in subsidiaries during the financial year 2018
(i) On 2 February 2018, the Group through its subsidiary, subscribed for additional 24,000,000 new shares
in WPR for an aggregate consideration of IDR24.0 billion (equivalent to $2,400,000). Following these
capital subscriptions, the Group’s effective interest in WPR increased from 27.80% to 30.07%. The
Group recognised an increase in other reserves and a decrease in non-controlling interests of
$1,004,000.
(ii) On 13 February 2018, the Group through its subsidiary, acquired additional 2,328 shares in PT Mustika
Candraguna (“MCG”) from its non-controlling shareholders for a cash consideration of IDR4.5 billion
(equivalent to $450,000). Subsequently on 25 June 2018, there was a return of capital by MCG totalling
IDR35.0 billion (equivalent to $3,150,000). Following these transactions, the Group’s effective interest in
MCG increased from 53.88% to 57.32%. The Group recognised an increase in other reserves and a
decrease in non-controlling interests of $197,000 and $647,000, respectively.
(iii) During the financial year 2018, PT Bumi Serpong Damai Tbk (“BSD”), a subsidiary of the Group, bought
back its own shares aggregating 257,970,700 shares for an aggregate consideration of IDR288.0 billion
(equivalent to $25,920,000). Following these shares buy-back, the Group’s effective interest in BSD
increased from 48.41% to 49.08%. The Group recognised an increase in other reserves and a decrease
in non-controlling interests of $2,790,000 and $28,710,000 respectively.
44 Segments Information
The Executive Committee (“Exco”) is the Group’s chief operating decision-maker and it comprises the Chief
Executive Officer, the Executive Directors, the Chief Financial Officer, and the head of each primary geographic
segment. Management has determined the operating segments based on the reports reviewed by the Exco that
are used to make strategic decisions, allocate resources and assess performance.
Management manages and monitors the business in the two primary areas, namely, Indonesia (excluding Batam)
and International (excluding Indonesia). Indonesia Property engages in and derives revenue from investment and
development of commercial, industrial and residential properties and ownership and management of hotels and
resorts in Indonesia (excluding Batam).
73
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Annual Report 2019
International Property engages in and derives revenue from investment and development of commercial and
residential properties and ownership and management of hotels and resorts in Malaysia, select mixed
development in China and ownership and leasing of investment property in Singapore. Although the United
Kingdom Property which derives revenue from leasing of investment property was managed and monitored
together with the International Property, it has been separately reported as it meets the quantitative thresholds
required by SFRS(I) 8 for reportable segments.
Others operations include the investment holding and corporate office. The Group’s reportable segments have
been aggregated based on similar economic growth rates. Segment information about these businesses is
presented below.
United
Indonesia International Kingdom Others/
Group Property Property Property Eliminations Total
S$’000 S$’000 S$’000 S$’000 S$’000
2019
Total revenue 1,120,500 16,947 35,636 - 1,173,083
Inter-segment revenue (92) (120) - - (212)
Revenue from external customers 1,120,408 16,827 35,636 - 1,172,871
Other Information
Additions to investment properties and
property, plant and equipment 54,653 691 - - 55,344
Depreciation expenses (39,105) (1,712) (9,458) (316) (50,591)
Interest income 59,375 11,044 47 (520) 69,946
Interest expenses (150,800) (15,246) (15,383) 7,589 (173,840)
(Allowance for)/ Write-back of impairment
loss on trade and non-trade receivables 39 (7,822) 113 - (7,670)
Gain on disposal of property, plant and
equipment 55 (2) - - 53
Effect of restructuring of an associated
company 368,240 - - - 368,240
Gain on equity interest 3,360 - - - 3,360
Negative goodwill 2,101 - - - 2,101
Share of profit/(loss) of:
Associated companies 6,675 (576) - - 6,099
Joint ventures 8,898 (7) - - 8,891
Assets
Segment assets 6,034,876 362,039 955,574 (282,473) 7,070,016
Investment in:
Associated companies 543,505 17,586 - - 561,091
Joint ventures 125,715 721 - - 126,436
Total assets 6,704,096 380,346 955,574 (282,473) 7,757,543
Liabilities
Segment liabilities 2,709,337 359,051 614,727 (624,243) 3,058,872
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Sinarmas Land Limited 163
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Other Information
Additions to investment properties and
property, plant and equipment 96,984 677 234 2 97,897
Depreciation expenses (40,911) (2,269) (9,509) (127) (52,816)
Interest income 43,877 7,915 36 (790) 51,038
Interest expenses (135,628) (9,774) (13,968) 8,054 (151,316)
Loss allowance on trade and non-trade
receivables (982) (192) (192) (26) (1,392)
Finance lease receivables written off (13,802) - - - (13,802)
Gain on disposal of property, plant and
equipment 142 6 - - 148
Gain on disposal of investment
properties - 1,416 - - 1,416
Share of profit/(loss) of:
Associated companies 11,297 - - - 11,297
Joint ventures (3,735) - - - (3,735)
Assets
Segment assets 5,614,665 320,077 922,952 (686,571) 6,171,123
Investment in:
Associated companies 247,149 - - - 247,149
Joint ventures 142,262 - - - 142,262
Total assets 6,004,076 320,077 922,952 (686,571) 6,560,534
Liabilities
Segment liabilities 2,865,845 278,331 589,607 (956,556) 2,777,227
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164 Sinarmas Land Limited
Annual Report 2019
The Exco assesses the performance of the operating segments based on a measure of earnings before income
tax, non-controlling interests, interest on borrowings, foreign exchange loss, depreciation, exceptional item, share
of results of associated companies and joint ventures (“EBITDA”). All inter segment sales and transfers are
accounted for as if the sales or transfers were to a third party, i.e. at current market prices. A reconciliation of
total EBITDA to total profit before income tax is as follows:
2019 2018
S$’000 S$’000
The following table provides an analysis of the Group’s revenue from business by geographical market, irrespective
of the origin of the goods/services.
2019 2018
S$’000 S$’000
The following tables present an analysis of the carrying amount of non-current non-financial assets and additions
to investment properties and property, plant and equipment, analysed by the geographical area in which the
assets are located:
2019 2018
S$’000 S$’000
76
Sinarmas Land Limited 165
Annual Report 2019
45 Subsidiaries
AFP International Finance (3) Ltd (2) Investment holding 100.00 100.00
British Virgin Islands
SML Brook England (HK) Limited (4e) Investment holding 100.00 100.00
Hong Kong
77
166 Sinarmas Land Limited
Annual Report 2019
45 Subsidiaries (cont’d)
SML Great Pte Limited (4g) Property investment and 100.00 100.00
Jersey development
78
Sinarmas Land Limited 167
Annual Report 2019
45 Subsidiaries (cont’d)
PT Bumi Megah Graha Asri (1) Real estate and property 26.99 5 26.99 5
Indonesia development
PT Bumi Megah Graha Utama (1) Real estate development 26.99 5 26.99 5
Indonesia
79
168 Sinarmas Land Limited
Annual Report 2019
45 Subsidiaries (cont’d)
PT Inti Tekno Sukses Bersama (4f) Educational and property 100.00 100.00
Indonesia development
80
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Annual Report 2019
45 Subsidiaries (cont’d)
PT Puradelta Lestari Tbk (1) Property and real estate 57.28 57.28
Indonesia development
81
170 Sinarmas Land Limited
Annual Report 2019
45 Subsidiaries (cont’d)
82
Sinarmas Land Limited 171
Annual Report 2019
45 Subsidiaries (cont’d)
Shining Gold Real Estate (Chengdu) Property investment and 100.00 100.00
Co., Ltd (4c) development
People’s Republic of China
83
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Annual Report 2019
45 Subsidiaries (cont’d)
AFP Land (Malaysia) Sdn Bhd (4h) Investment holding 100.00 100.00
Malaysia
Anak Bukit Resorts Sdn Bhd (4h) Resort property 100.00 100.00
Malaysia development
Jurong Golf & Sports Complex Pte Golf club and to establish, 99.22 99.22
Ltd (4a) maintain and provide golf
Singapore courses and recreational
facilities
Palm Resort Berhad (4h) Golf club and to establish, 99.22 99.22
Malaysia maintain and provide golf
course and recreational
facilities and to act as
hotelier and hotel
marketing agent
84
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Annual Report 2019
45 Subsidiaries (cont’d)
Notes:
The above subsidiaries are audited by Moore Stephens LLP, Singapore except for subsidiaries that are indicated
below:
(1) Audited by member firms of Moore Global Network Limited of which Moore Stephens LLP, Singapore is
a member.
(5) These subsidiaries are held by non-wholly owned intermediate holding companies. The intermediate
holding companies have the power to control over these companies.
(6) During the current financial year, the Group incorporated a wholly-own subsidiary, Chengdu Sinarmas
New Century Investment Co., Ltd with a registered share capital of U$50,000,000.
(7) During the current financial year, the following subsidiaries have been voluntarily dissolved/de-registered:
85
174 Sinarmas Land Limited
Annual Report 2019
45 Subsidiaries (cont’d)
Notes: (cont’d)
The following table summarises the financial information relating to Paraga Group and PDL Group which has non-
controlling interests (“NCI”) that are material to the Group:
86
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Annual Report 2019
46 Associated Companies
PT Harapan Anang Bakri & Sons (1) Industrial estate 42.18 42.18
Indonesia development
87
176 Sinarmas Land Limited
Annual Report 2019
Notes:
(1) Audited by member firms of Moore Global Network Limited of which Moore Stephens LLP, Singapore is
a member.
(2) Audited by other firms of accountants as follows:
(a) Imelda dan Rekan (formerly known as “Satrio Bing Eny & Rekan”)
(b) Amir Abadi Jusuf, Aryanto, Mawar & Rekan
(c) Freddy & Rekan
(d) Mazars Certified Public Accountants LLP
(3) No statutory audit is required as the company is inactive/newly incorporated.
(4) These companies are held by non-wholly owned intermediate holding companies. The intermediate
holding companies are able to exercise significant influence on its financial and operating policies.
(5) In January 2019, the Group disposed its entire shareholding in PT Hermina Sinar Medikamas for a
consideration of IDR36.0 million (equivalent to $3,000). The Group recognised a gain on disposal of
$1,000.
(6) During the current financial year, the Group reclassified its investment in PT Sahabat Kota Wisata from
a joint venture to an associated company.
Certain reclassifications have been made to the prior year’s notes to the financial statements to enhance
comparability with the current year’s presentation. The effects of the reclassification were as follows:
As previously After
reported reclassification
2018 2018
S$’000 S$’000
Other payables and liabilities
Advances and deposits received on:
Development properties 427,141 382,399
Rental and others 33,665 78,407
Long-term liabilities
Advances and deposits received on:
Development properties 198,673 146,447
Rental and others - 52,226
48 Subsequent Event
On 23 January 2020, the Group issued notes in the principal amount of US$300,000,000 (equivalent to
$404,100,000) which bear interest at a rate of 5.95% and with a maturity date in 2025. The notes are secured by
corporate guarantees granted by the subsidiaries of the Group.
88
Sinarmas Land Limited 177
Annual Report 2019
SHAREHOLDING STATISTICS
AS AT 12 MARCH 2020
No. of
Size of Shareholdings Shareholders % No. of Shares %
SHAREHOLDING STATISTICS
AS AT 12 MARCH 2020
SUBSTANTIAL SHAREHOLDERS
Notes:
Percentage calculated based on 4,255,862,496 issued shares (excluding treasury shares and subsidiary holdings).
(1)
The deemed interest of Flambo arises from its interest in 241,293,927 shares held by its wholly-owned subsidiary,
(2)
The deemed interest of WFMT(2) arises from its interest in 2,749,900,854 shares held by Flambo and 241,293,927
(3)
Based on the information available to the Company as at 12 March 2020, approximately 29.66% of the issued ordinary
shares of the Company is held by the public and therefore, Rule 723 of the Listing Manual of the Singapore Exchange
Securities Trading Limited is complied with.
Sinarmas Land Limited 179
Annual Report 2019
NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “AGM”) of Sinarmas Land Limited (the “Company” or
“SML”) will be held on Monday, 27 April 2020 at 9.00 a.m. at PARKROYAL on Beach Road, Grand Ballroom, Level 1,
7500 Beach Road, Singapore 199591 to transact the following business:
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2019 together with the
Directors’ Statement and Auditors’ Report thereon. (Resolution 1)
2. To declare a first and final tax-exempted (one-tier) dividend of S$0.0038 per ordinary share for the year ended 31
December 2019. (Resolution 2)
3. To approve Directors’ Fees of S$465,000 for the year ended 31 December 2019.
(FY2018: S$414,802) (Resolution 3)
(i) Ms. Margaretha Natalia Widjaja, retiring pursuant to Rule 720(5) of the Listing Manual of the Singapore
Exchange Securities Trading Limited. (Resolution 4)
(ii) Mr. Muktar Widjaja, retiring pursuant to Rule 720(5) of the Listing Manual of the Singapore Exchange Securities
Trading Limited. (Resolution 5)
5. To re-appoint Moore Stephens LLP as Auditors of the Company and to authorise the Directors to fix their
remuneration. (Resolution 6)
AS SPECIAL BUSINESS
6. To consider and, if thought fit, to pass with or without any amendments, the following resolutions as Ordinary
Resolutions:
6A. “That pursuant to Section 161 of the Companies Act, Cap 50 and the Listing Rules of the Singapore Exchange
Securities Trading Limited, authority be and is hereby given to the Directors of the Company to issue shares and
convertible securities in the Company (whether by way of rights, bonus or otherwise) at any time and upon such
terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided
that the aggregate number of shares and convertible securities to be issued pursuant to this Resolution does not
exceed fifty percent (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings)
of the Company at the date of this Resolution, of which the aggregate number of shares and convertible securities
to be issued other than on a pro-rata basis to shareholders of the Company does not exceed twenty percent (20%)
of the total number of issued shares (excluding treasury shares and subsidiary holdings) of the Company at the date
of passing of this Resolution, and, unless revoked or varied by the Company in general meeting, such authority shall
continue in force until the next annual general meeting of the Company.” {please see note 2} (Resolution 7)
180 Sinarmas Land Limited
Annual Report 2019
6B. “(a) That for the purposes of Sections 76C and 76E of the Companies Act, Cap 50 (the “Act”), the exercise by the
Directors of the Company of all the powers of the Company to purchase or otherwise acquire ordinary shares
(“Shares”) in the issued share capital of the Company not exceeding in aggregate the Prescribed Limit (as
hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the
Maximum Price (as hereafter defined), whether by way of:
(i) market purchases (each a “Market Purchase”) on the Singapore Exchange Securities Trading Limited
(“SGX-ST”); and/or
(ii) off-market purchases (each an “Off-Market Purchase”) effected in accordance with any equal access
schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall
satisfy all the conditions prescribed by the Act,
and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time
being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share
Purchase Mandate”);
(b) That unless varied or revoked by the Company in general meeting, the authority conferred on the Directors
of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and
from time to time during the period commencing from the passing of this Resolution and expiring on the earlier
of:
(i) the date on which the next annual general meeting of the Company is held or is required by law to be
held; or
(ii) the date on which purchases or acquisitions of Shares pursuant to the Share Purchase Mandate are
carried out to the full extent mandated; or
(iii) the date on which the authority in the Share Purchase Mandate is varied or revoked;
“Prescribed Limit” means ten percent (10%) of the total number of issued shares (excluding treasury shares
and subsidiary holdings) of the Company as at the date of the passing of this Resolution; and
“Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage, stamp
duties, applicable goods and services tax and other related expenses) not exceeding:
(i) in the case of a Market Purchase: 105% of the Average Closing Price
(ii) in the case of an Off-Market Purchase: 120% of the Highest Last Dealt Price
where:
“Average Closing Price” means the average of the closing market prices of a Share over the last five (5)
market days, on which transactions in the Shares were recorded, preceding the day of the Market Purchase
and deemed to be adjusted for any corporate action that occurs during the relevant 5-day period and the day
of the Market Purchase;
“Highest Last Dealt Price” means the highest price transacted for a Share as recorded on the market day on
which there were trades in the Shares immediately preceding the day of the making of the offer pursuant to
the Off-Market Purchase; and
“day of the making of the offer” means the day on which the Company announces its intention to make an
offer for the purchase of Shares from Shareholders stating the purchase price (which shall not be more than
the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal
access scheme for effecting the Off-Market Purchase; and
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Annual Report 2019
(d) That the Directors of the Company be and are hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as they may consider expedient or necessary to
give effect to the transactions contemplated by this Resolution.” {please see note 3} (Resolution 8)
6C. “(a) That pursuant to Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited,
approval be and is hereby given to the Company, its subsidiaries and associated companies that are not listed
on the Singapore Exchange Securities Trading Limited or an approved exchange, provided that the Company
and its subsidiaries (the “Group”), or the Group and its interested person(s), has control over the associated
companies, or any of them to enter into any of the transactions falling within the types of Interested Person
Transactions, particulars of which are set out in the Appendix 2 to this Notice of Annual General Meeting
(the “Appendix 2”) {please see note 4}, with any party who is of the class of Interested Persons described
in the Appendix 2, provided that such transactions are carried out in the ordinary course of business and in
accordance with the guidelines of the Company for Interested Person Transactions as set out in the Appendix
2 (the “IPT Mandate”);
(b) That the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force
until the next annual general meeting of the Company; and
(c) That the Directors of the Company be and are hereby authorised to complete and do all such acts and things
(including executing all such documents as may be required) as they may consider expedient or necessary
or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution.”
{please see note 5} (Resolution 9)
Ferdinand Sadeli
Director
6 April 2020
Singapore
Notes:
(i) A member of the Company who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to
attend, speak and vote at the AGM. Where such member appoints more than one (1) proxy, he shall specify in the
proxy form, the proportion of his shareholding to be represented by each proxy.
(ii) A member of the Company who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend,
speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or
shares held by such member. Where such member’s proxy form appoints more than one (1) proxy, the number and
class of shares in relation to which each proxy has been appointed shall be specified in the proxy form. “Relevant
intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Cap. 50.
(iii) A proxy need not be a member of the Company.
(iv) The instrument appointing a proxy must be deposited at the registered office of the Company at 108 Pasir Panjang
Road, #06-00 Golden Agri Plaza, Singapore 118535 not less than 72 hours before the time fixed for holding the AGM
or any postponement or adjournment thereof. Completion and return of the proxy form by a member will not prevent
him from attending, speaking and voting at the AGM if he so wishes. In such event, the relevant proxy form will be
deemed to be revoked.
(v) The instrument appointing a proxy must be signed by the appointor or his attorney duly authorised in writing. Where
the instruction appointing a proxy is executed by a corporation, it must be executed either under its seal or under the
hand of any officer or attorney duly authorised.
182 Sinarmas Land Limited
Annual Report 2019
1. This year, the 3 Directors retiring at the AGM pursuant to Rule 720(5) of the Listing Manual of the Singapore Exchange
Securities Trading Limited are Mr. Rodolfo Castillo Balmater, Ms. Margaretha Natalia Widjaja and Mr. Muktar Widjaja.
Mr. Rodolfo Castillo Balmater will not be seeking re-election as a Director at the AGM. Accordingly, pursuant to Rule
720(5) of the Listing Manual of the Singapore Exchange Securities Trading Limited, Mr. Rodolfo Castillo Balmater
shall retire as a Director at the conclusion of the AGM.
Please refer to sections on Board of Directors and Corporate Governance Report in the Annual Report 2019 for further
information on each of Ms. Margaretha Natalia Widjaja and Mr. Muktar Widjaja.
2. The Ordinary Resolution 7 proposed in item 6A above, if passed, is to empower the Directors from the date of the
AGM until the date of the next annual general meeting, to issue shares and convertible securities in the capital of
the Company not exceeding fifty percent (50%) of the total number of issued shares (excluding treasury shares
and subsidiary holdings) of the Company at the time this Resolution is passed. For issue of shares and convertible
securities other than on a pro-rata basis to shareholders, the aggregate number of shares and convertible securities
to be issued shall not exceed twenty percent (20%) of the total number of issued shares (excluding treasury shares
and subsidiary holdings) of the Company.
The percentage of the total number of issued shares (excluding treasury shares and subsidiary holdings) shall be
based on the total number of issued shares (excluding treasury shares and subsidiary holdings) of the Company
at the time this Resolution is passed, after adjusting for (a) new shares arising from the conversion or exercise
of convertible securities or any share options, or vesting of share awards which were issued and outstanding or
subsisting at the time this Resolution is passed and (b) any subsequent bonus issue, consolidation or subdivision of
shares.
3. The Ordinary Resolution 8 proposed in item 6B above, if passed, is to renew for another year, up to the next annual
general meeting of the Company, the mandate for share purchase as described in the Appendix 1 to this Notice of
AGM, which will, unless previously revoked or varied by the Company at a general meeting, expire at the next annual
general meeting.
4. The mandate for transactions with Interested Persons as described in the Appendix 2 includes the placement of
deposits by the Company with financial institutions in which Interested Persons have an interest.
5. The Ordinary Resolution 9 proposed in item 6C above, if passed, is to renew for another year, up to the next annual
general meeting of the Company, the mandate for transactions with Interested Persons as described in the Appendix
2, which will, unless previously revoked or varied by the Company at a general meeting, expire at the next annual
general meeting.
By submitting a proxy form appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/
or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s
personal data by the Company (or its agents or service providers) for the purpose of the processing, administration
and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM
(including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other
documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service
providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”);
(ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to
the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/
or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the
personal data of such proxy(ies) and/or representative(s) for the Purposes; and (iii) agrees that the member will indemnify
the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s
breach of warranty.
Important:
PROXY FORM Note: No buffet or food will be served after the AGM.
of ________________________________________________________________________________________________ (Address)
or failing him/her, the Chairman of the Annual General Meeting of the Company (the “AGM”) as my/our proxy/proxies
to attend, speak and vote for me/us on my/our behalf at the AGM to be held on Monday, 27 April 2020 at 9.00 a.m. at
PARKROYAL on Beach Road, Grand Ballroom, Level 1, 7500 Beach Road, Singapore 199591 and at any adjournment
thereof. I/We direct my/our proxy/proxies to vote for or against, or to abstain from voting, on the resolutions as set out in
the Notice of AGM as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies may vote or
abstain from voting at his/her/their discretion, as he/she/they may on any other matter arising at the AGM.
Note: The Chairman of the AGM will be exercising his right under Regulation 61(B)(a) of the Constitution of the Company to demand a poll in
respect of each of the resolutions to be put to the vote of members at the AGM and at any adjournment thereof. Accordingly, each resolution
at the AGM will be voted on by way of poll.
* If you wish to exercise all your votes “For” or “Against” or “Abstain” from voting on the relevant resolution, please indicate with an “X’’ within the relevant
box provided. Alternatively, please indicate number of votes “For” or “Against” or “Abstain” for each resolution within the box provided.
4th fold and glue all sides firmly. Spot sealing or stapling is not allowed.
Aaffix
PROXY FORM Stamp
Here
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 81SF of the Securities and Futures Act (Cap. 289)), you should insert that number. If you have shares registered in
your name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name
in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number.
If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.
2. A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote on his behalf
at the AGM. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of
his holding to be represented by each proxy.
3. Pursuant to Section 181 of the Companies Act, Chapter 50, as amended by the Companies (Amendment) Act 2014, any member who
is a relevant intermediary is entitled to appoint more than two proxies to attend and vote at the meeting. Relevant intermediary is either:
(a) a banking corporation licensed under the Banking Act (Cap. 19) or its wholly-owned subsidiary which provides nominee services
and holds shares in that capacity;
(b) a capital markets services licence holder which provides custodial services for securities under the Securities and Futures Act
(Cap. 289) and holds shares in that capacity; or
(c) the Central Provident Fund (“CPF”) Board established by the Central Provident Fund Act (Cap. 36), in respect of shares
purchased on behalf of CPF investors.
5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 108 Pasir Panjang Road,
#06-00 Golden Agri Plaza, Singapore 118535 not less than 72 hours before the time set for the AGM.
6. 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 under its common seal or under
the hand of its officer or attorney duly authorised.
7. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of attorney (or other
authority) or a duly certified true copy thereof must (failing previous registration with the Company) be lodged with the instrument of
proxy, failing which the instrument may be treated as invalid.
8. 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 AGM, in accordance with Section 179 of the Companies Act, Chapter 50.
9. The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true
intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrument of proxy. In addition,
in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the
appointor, is not shown to have shares entered against his name in the Depository Register as at 72 hours before the time appointed
for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.
Corporate Directory
BOARD OF DIRECTORS NOMINATING COMMITTEE REGISTERED OFFICE
Franky Oesman Widjaja Hong Pian Tee (Chairman) 108 Pasir Panjang Road
Executive Chairman #06-00 Golden Agri Plaza
Rodolfo Castillo Balmater Singapore 118535
Muktar Widjaja Tel : (65) 6220 7720
Executive Director and Franky Oesman Widjaja Fax : (65) 6590 0887
Chief Executive Officer
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SINARMAS LAND LIMITED
Company Registration No. 199400619R
www.sinarmasland.com
@sinarmas_land