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Deyaar Development PJSC Regulatory Filings 2013

Feb 12, 2013

66353_rns_2013-02-12_88cf744a-6fe6-4368-83ea-738d77daada1.pdf

Regulatory Filings

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Consolidated financial statements for the year ended 31 December 2012

Consolidated financial statements for the year ended 31 December 2012

Pages
Independent auditor's report 1 - 2
Consolidated balance sheet 3
Consolidated statement of income 4
Consolidated statement of comprehensive income 5
Consolidated statement of changes in equity 6
Consolidated statement of cash flows 7
Notes to the consolidated financial statements 8 - 41

Independent auditor's report

To the shareholders of Deyaar Development PJSC

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of Deyaar Development PJSC ("the Company") and its subsidiaries (together, "the Group"), which comprise the consolidated b December 2012 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes. financial and (together, balance sheet as at 31 in and accounting explanatory the fair these and for as management determines

Management's responsibility for the consolidated financial statements sibility

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standard necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. and for such internal control a

Auditor's responsibility

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

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

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

Opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as at then ended in accordance with International Financial Reporting Standards. 31 December 2012 and its financial performance and its cash flows for the year ith

PricewaterhouseCoopers, Emaar Square, Building 4, Level 8, PO Box 11987, Dubai, United Arab Emirates T: +971 (0)4 304 3100, F: +971 (0)4 346 9150, www.pwc.com/middle-east Emaar Building Box 11987, United Emirates

At 31 December
2012 2011
Note AED'000 AED'000
ASSETS
Non-current assets
Property and equipment 5 35,550 41,661
Investment property 6 1,206,077 1,219,718
Investments in associates 7 273,828 277,205
Available-for-sale financial assets 9 20,517 19,507
Trade and other receivables 11 3,574 36,899
Due from related parties 12 2,394,056
1,539,546 3,989,046
Current assets
Properties held for development and sale 10 1,970,278 2,146,707
Inventories 6,378 4,875
Due from related parties 12 2,516,120 18,898
Trade and other receivables 11 267,623 295,073
Cash and bank balances 13 268,379 339,568
5,028,778 2,805,121
Total assets 6,568,324 6,794,167
EQUITY
Equity attributable to owners of the parent
Share capital 14 5,778,000 5,778,000
Statutory reserve 15 178,267 172,256
Exchange translation reserve (27, 512) (32, 282)
Available for sale fair valuation reserve 9 1,182 172
Accumulated losses (2,025,076) (2,057,670)
Total equity 3,904,861 3,860,476
LIABILITIES
Non-current liabilities
Borrowings 16 448,842 118,000
Advances from customers 17 114,405 197,967
Trade and other payables 18 294,368
Retentions payable 19 25,089 49,975
Provision for employees' end of service benefits 20 8,502 7,594
596,838 667,904
Current liabilities
Borrowings 16 438,608 797,548
Advances from customers 17 640,459 895,735
Trade and other payables 18 891,030 488,550
Retentions payable 19 81,177 69,541
Due to related parties 12 15,351 14,413
2,066,625 2,265,787
Total liabilities 2,663,463 2,933,691
Total equity and liabilities 6,568,324 6,794,167

Consolidated statement of income

Year ended 31 December
Note 2012
AED'000
2011
AED'000
Revenue 21 552,250 805,871
Direct costs 22 (353,242) (706,914)
Gross profit 199,008 98,957
Other operating income 23 4,430 6,216
Expenses
General and administrative 24 (115,753) (106,887)
Gain/(loss) on fair valuation of investment property 6 6,263 (97,534)
Operating profit/(loss) 93,948 (99,248)
Finance cost 26 (64,405) (46,769)
Finance income 26 9,477 188,277
Finance (cost)/income, net (54,928) 141,508
Share of results from associates 7 623 (863)
Profit before income tax 39,643 41,397
Income tax expense (1,038) (3,694)
Profit for the year 38,605 37,703
Profit attributable to:
Owners of the parent 38,605 37,703
Non-controlling interest - -
38,605 37,703
Earning per share attributable to the equity holders of the Company
during the year - basic and diluted 27 Fils 0.67 Fils 0.65

Consolidated statement of comprehensive income

Year ended 31 December
2012
AED'000
2011
AED'000
Profit for the year 38,605 37,703
Other comprehensive income
Exchange translation differences 4,770 (21,155)
Change in fair value of available-for-sale financial assets 9 1,010 172
Other comprehensive income/(loss) for the year 5,780 (20,983)
Total comprehensive income for the year 44,385 16,720
Attributable to:
Owners of the parent 44,385 16,720
Non-controlling interest - -
Total comprehensive income for the year 44,385 16,720

Consolidated statement of changes in equity

Share
capital
AED'000
Statutory
reserve
AED'000
Exchange
translation
reserve
AED'000
Available for
sale fair
valuation reserve
AED'000
Accumulated
losses
AED'000
Total
equity
AED'000
At 1 January 2011 5,778,000 155,278 (11,127) - (2,078,395) 3,843,756
Net
profit for the year
- - - - 37,703 37,703
Transfer to statutory reserve - 16,978 - - (16,978) -
Other comprehensive income/(loss) - - (21,155) 172 - (20,983)
Balance at 31 December 2011 5,778,000 172,256 (32,282) 172 (2,057,670) 3,860,476
Net profit for the year - - - - 38,605 38,605
Transfer to statutory reserve - 6,011 - - (6,011) -
Other comprehensive income - - 4,770 1,010 - 5,780
Balance at 31 December 2012 5,778,000 178,267 (27,512) 1,182 (2,025,076) 3,904,861

Consolidated statement of cash flows

Year ended 31 December
2012 2011
Note AED'000 AED'000
Cash flows from operating activities
Net cash generated from operating activities 28 5,880 72,066
Cash flows from investing activities
Purchase of property and equipment 5 (460) (1,922)
Proceeds from sale of property and equipment 378 717
Proceeds on reduction of investment in an associate 7 4,000 10,362
Additions to investment property - net of project accruals 6 825 (23,162)
Movement in term deposits with original maturity more than three months 13 760 236,070
Finance income from deposits 26 7,540 22,398
Net cash generated from investing activities 13,043 244,463
Cash flows from financing activities
Repayment of borrowings (13,474) (140,817)
Finance costs paid 26 (66,024) (53,963)
Net cash used in financing activities (79,498) (194,780)
(Decrease)/increase in cash and cash equivalents (60,575) 121,749
Cash and cash equivalents, beginning of the year 171,369 62,447
Exchange gain/(loss) on cash and cash equivalents 4,770 (12,827)
Cash and cash equivalents, end of the year 13 115,564 171,369

Notes to the consolidated financial statements for the year ended 31 December 2012

1 Legal status and activities

Deyaar Development PJSC (the "Company") was incorporated and registered as a Public Joint Stock Company in the Emirate of Dubai, UAE on 10 July 2007. The registered address of the Company is P. O. Box 30833, Dubai, United Arab Emirates.

The principal activities of the Company and its subsidiaries (together, "the Group") are property investment and development, mechanical, electrical and plumbing works, brokering, facility and property management services.

2 Summary of significant accounting policies

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

2.1 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with and comply with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (IASB).

The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of investment properties and available-for-sale financial assets.

As a result of the downturn in the real estate market, the Group's cash flows have come under pressure. The Group's success in achieving its objectives is dependent on the realisation of the cash-flow forecasts based on a number of financial and operating assumptions. The actual outcome of these forecasts is reliant on a number of factors, such as the ability of the Group to successfully roll-over maturing loans, realise a number of significant receivables and continued improvement in the core operations.

The Board of Directors believes that the key assumptions used in the forecasts are realistic and will enable the Group to meet its obligations as they fall due and ensure the continuity of the Group's operations in the foreseeable future. Accordingly, these consolidated financial statements have been prepared on a going concern basis.

The preparation of the consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4.

On 26 December 2012, the Board of Directors of the Company decided to liquidate a wholly owned subsidiary, Omega Engineering LLC ("Omega"). Omega's net loss for the year ended 31 December 2012 amounts to AED 9,501,000 (2011: AED 573,000) and it has a net liability position of AED 108,035,000 as at 31 December 2012 (2011: AED 98,534,000). Included in Omega's liabilities is a payable to the Company amounting to AED 84,194,000 (2011: AED 69,939,000).

(a) Amended standards adopted by the Group

  • IFRS 7, Financial instruments: Disclosures (amendment) effective on or after 1 July 2011, the amendments promote transparency in the reporting of transfer transactions and improve users' understanding of the risk exposures; and
  • IAS 12, Income taxes (amendment) effective on or after 1 January 2012, the amendment introduces an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.1 Basis of preparation (continued)

  • (b) New standards, amendments and interpretation issued but not effective for the financial year beginning 1 January 2012 and not early adopted by the Group
  • IAS 1 (amendment), 'Financial statement presentation', (effective for periods beginning on or after 1 July 2012);
  • IAS 19 (amendment), 'Employee benefits', (effective from 1 January 2013);
  • IAS 27 (amendment), 'Separate financial statements', (effective from 1 January 2013);
  • IAS 28 (amendment), 'Associates and joint ventures', (effective from 1 January 2013);
  • IAS 32 (amendment), 'Financial instruments: Presentation', (effective from 1 January 2014);
  • IFRS 1, 'First time adoption' (amendment), (effective from 1 January 2013);
  • IFRS 7, 'Financial instruments: Disclosures' (amendment), (effective from 1 January 2013);
  • IFRS 9, 'Financial instruments', (effective from 1 January 2015);
  • IFRS 10, 'Consolidated Financial Statements', (effective from 1 January 2013);
  • IFRS 11, 'Joint Arrangements', (effective from 1 January 2013);
  • IFRS 12, 'Disclosure of Interests in Other Entities', (effective from 1 January 2013);
  • IFRS 13, 'Fair Value Measurement', (effective from 1 January 2013); and
  • IFRIC 20, 'Stripping costs in the production phase of a surface mine', (effective from 1 January 2013);

Under the new standard IFRS 11, 'Joint Arrangements', proportionate consolidation of joint ventures is no longer allowed. This will impact the presentation of the consolidated balance of the Group, given that the joint-ventures are currently being consolidated on a proportional line by line basis (Note 8).

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

2.2 Basis of consolidation

(a) Subsidiaries

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.2 Basis of consolidation (continued)

(b) Eliminations on consolidation

Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Consolidated financial statements are prepared using uniform accounting policies for like transactions. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(c) Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's investment in associates includes goodwill identified on acquisition.

The Group's share of post-acquisition profit or loss is recognised in the consolidated statement of income, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group determines at each reporting date whether there is any objective evidence that the investment in associates is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in the consolidated statement of income.

Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group's consolidated financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

(d) Joint ventures

The Group's interests in jointly controlled entities are accounted for by proportionate consolidation. The Group combines its share of the joint ventures' individual income and expenses, assets and liabilities and cash flows on a lineby-line basis with similar items in the Group's consolidated financial statements.

The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the Group's purchase of assets from the joint venture until it re-sells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.

2.3 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.4 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group's entities 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 United Arab Emirates Dirham ("AED"), which is the Company's functional and the Group's presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of income.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of income within "finance income or cost". All other foreign exchange gains and losses are presented in the consolidated statement of income within "other operating income or expense".

(c) Group entities

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • (i) Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet;
  • (ii) Income and expenses for each statement of income are translated at average exchange rates; and
  • (iii) All resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings are taken to equity.

On the disposal of a foreign operation (that is, a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation) all of the exchange differences accumulated in equity in respect of that operation attributable to the equity holders of the company are reclassified to profit or loss.

In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.5 Property and equipment

Property and equipment are stated at historical cost less accumulated depreciation. The cost of property and equipment is its purchase cost together with any incidental costs of acquisition. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, 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. All other repairs and maintenance costs are charged to the consolidated statement of income during the financial year in which they are incurred.

Land is not depreciated. Depreciation on other assets is calculated on the straight-line method, at rates calculated to reduce the cost of assets to their estimated residual value over their expected useful lives, as follows:

Type of assets Years
Buildings 20
Leasehold improvements 4
Furniture and fixtures 4 - 5
Office equipment 4
Motor vehicles 4

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the asset's carrying amount. These are recognised within "other income or expense" in the consolidated statement of income.

Capital work-in-progress is stated at cost and includes property that is being developed for future use. When commissioned, capital work-in-progress is transferred to the respective category, and depreciated in accordance with the Group's policy.

2.6 Investment property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the companies in the consolidated Group, is classified as investment property. Investment property also includes property that is being constructed or developed for future use as investment property.

Investment property is measured initially at cost, including related transaction costs and where applicable borrowing costs (see Note 2.17).

After initial recognition, investment property is carried at fair value. Investment property under construction is measured at fair value if the fair value is considered to be reliably determinable. Investment property under construction for which the fair value cannot be determined reliably, but for which the Group expects that the fair value of the property will be reliably determinable when construction is completed, are measured at cost less impairment until the fair value becomes reliably determinable or construction is completed - whichever is earlier. Fair value is based on active market prices, adjusted, if necessary, to reflect the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods, such as recent prices on less active markets or discounted cash flow projections. Valuations are performed as of the financial position date by professional valuers who hold recognised and relevant professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the consolidated financial statements.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.6 Investment property (continued)

It may sometimes be difficult to determine reliably the fair value of the investment property under construction. In order to evaluate whether the fair value of an investment property under construction can be determined reliably, management considers the following factors, among others:

  • The provisions of the construction contract;
  • The stage of completion;
  • Whether the project/property is standard (typical for the market) or non-standard;
  • The level of reliability of cash inflows after completion;
  • The development risk specific to the property;
  • Past experience with similar constructions;
  • Status of construction permits; and
  • Availability of funding.

Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.

The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure other than those a rational market participant would take into account when determining the value of the property.

Changes in fair values are recognised in the consolidated statement of income. Investment properties are derecognised when they have been disposed.

Where the Group disposes of a property at fair value in an arm's length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the consolidated statement of income within net gain from fair value adjustment on investment property.

If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair value at the date of reclassification becomes its cost for subsequent accounting purposes.

If an item of owner-occupied property becomes an investment property because its use has changed, any difference resulting between the carrying amount and the fair value of this item at the date of transfer is treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss, with any remaining increase recognised in other comprehensive income and increase directly to equity in revaluation surplus within equity. Any resulting decrease in the carrying amount of the property is initially charged in other comprehensive income against any previously recognised revaluation surplus, with any remaining decrease charged to profit or loss.

Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to property held for development and sale. A property's deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.7 Impairment of non-financial assets

Assets that have an indefinite useful life, for example land and goodwill, are not subject to depreciation or amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows ("cash generating units"). Non-financial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. A reversal of an impairment loss for an asset shall be recognised immediately in the consolidated statement of income. After a reversal of an impairment loss is recognised, the depreciation/amortisation charge of the asset shall be adjusted in future periods to allocate the asset's revised carrying amount, less residual value over the remaining useful life.

2.8 Financial assets

2.8.1 Classification

The Group classifies its financial assets in the categories set out below. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(a) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. Loans and receivables are carried at amortised cost using the yield method. Loans and receivables are classified as trade and other receivables, due from related parties, and cash and cash equivalents (Notes 11, 12 and 13) in the consolidated balance sheet.

(b) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories of financial assets. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

2.8.2 Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade-date, being the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Available-for-sale financial assets are subsequently carried at fair value. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the Group has transferred substantially all risks and rewards of ownership.

Changes in the fair value of the available-for-sale financial assets are recognised in other comprehensive income. Dividends on available-for-sale financial assets are recognised in the consolidated statement of income as part of other income when the Group's right to receive payments is established.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.9 Impairment of financial assets

(a) Assets carried at amortised cost

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or Group of financial assets is impaired.

A financial asset or a Group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or Group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted using the yield method. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated statement of income.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated statement of income.

(b) Assets classified as available-for-sale

In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the consolidated statement of income. Impairment losses recognised in the consolidated statement of income on equity instruments are not reversed through the consolidated statement of income.

2.10 Property held for development and sale

Land and buildings identified as held for sale, including buildings under construction, are classified as such and are stated at the lower of cost and estimated net realisable value. The cost of work-in-progress comprises construction costs and other related direct costs. Net realisable value is the estimated selling price in the ordinary course of business, less cost of completion and selling expenses.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.11 Trade and other receivables

Trade receivables are amounts due from customers for properties sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the yield method, less provision for impairment.

A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted using the yield method.

The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the consolidated statement of income. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited to the consolidated statement of income.

2.12 Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less, net of bank overdrafts. In the consolidated balance sheet, bank overdrafts are shown within borrowings in current liabilities.

2.13 Employee benefits

(a) End of service benefits to non-UAE nationals

An accrual is made for employees employed in the UAE for estimated liability for their entitlement to annual leave and leave passage as a result of services rendered up to the balance sheet date.

Provision is also made, using actuarial techniques, for the end of service benefits due to employees in accordance with the UAE Labour Law for their periods of service up to the balance sheet date. The provision relating to annual leave and leave passage is disclosed as a current liability, while that relating to end of service benefits is disclosed as a non-current liability.

(b) Pension and social security policy within the U.A.E

The Group is a member of the pension scheme operated by the Federal Pension General and Social Security Authority. Contributions for eligible UAE National employees are made and charged to the consolidated statement of income, in accordance with the provisions of Federal Law No. 7 of 1999 relating to Pension and Social Security Law.

2.14 Advances from customers

Instalments received from buyers, for properties sold or services performed, prior to meeting the revenue recognition criteria, are recognised as advances from customers. If their settlement, through revenue recognition or refund, is expected in one year or less, they are classified as current liabilities. If not, they are presented as noncurrent liabilities.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.15 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. These are recognised initially at fair value and subsequently measured at amortised cost using the yield method.

2.16 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of income over the period of the borrowings using the yield method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs.

2.17 Borrowings costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.18 Provisions

Provisions are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a rate that reflects current market assessments of the time value of money and risks specific to the obligation. Increases in provisions due to the passage of time are recognised as finance cost.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.19 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities as described below.

(a) Sales of properties

Revenue from sales of properties is recognised in the consolidated statement of income when the risks and rewards of ownership are transferred to the buyer, which is deemed to take place when legal title passes to the buyer. The significant risks and rewards are deemed to be transferred when the title deed is registered in the name of the buyer, which in the case of properties, generally takes place only upon completion of construction and physical handover of the property. However, in certain circumstances, equitable interest in the property may vest in the buyer before the legal title passes and therefore the risks and rewards of ownership are transferred at that stage. In such cases, provided that the Group has no further substantial acts to complete in connection with the sale of the property, revenue is recognised when equitable interest in the property passes to the buyer.

(b) Forfeiture income

Forfeiture income is recognised in the consolidated statement of income when, in the case of properties sold and not yet recognised as revenue, a customer does not fulfil to the contractual payment terms. This is deemed to take place when, despite rigorous follow-up with the defaulted customer, as per the procedures set out by the Dubai Real Estate Regulatory Authority, the customer continues to default on the contractual terms.

(c) Contract revenue for mechanical, electrical and plumbing works

A construction contract is defined by IAS 11, 'Construction contracts', as a contract specifically negotiated for the construction of an asset.

When the outcome of a contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognised over the period of the contract by reference to the stage of completion. Contract costs are recognised as expenses by reference to the stage of completion of the contract activity at the end of the reporting period. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

When the outcome of a contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable.

Variations in contract work, claims and incentive payments are included in contract revenue to the extent that they have been agreed with the customer and are capable of being reliably measured.

The Group uses the "percentage-of-completion method" to determine the appropriate amount to recognise in a given period. The stage of completion is measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion.

On the balance sheet, the Group reports the net contract position for each contract as either an asset or a liability. A contract represents an asset where costs incurred plus recognised profits (less recognised losses) exceed progress billings; a contract represents a liability where the opposite is the case.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2 Summary of significant accounting policies (continued)

2.19 Revenue recognition (continued)

(d) Service revenue

Revenue from services such as property and facilities management is recognised in the accounting period in which the services are rendered.

(e) Leasing income

Leasing income from operating leases is recognised on a straight-line basis over the lease term. When the Group provides operating lease incentives to its customers, the aggregate cost of incentives are recognised as a reduction of rental income over the lease term on a straight-line basis.

(f) Finance income

Finance income is recognised in the consolidated statement of income on a time-proportion basis using the yield method.

(g) Dividend income

Dividend income is recognised when the right to receive the dividend is established.

2.20 Income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the subsidiaries and associates of the Group operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to operations where applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

2.21 Dividend distribution

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's consolidated financial statements in the period in which the dividends are approved by the Company's shareholders.

2.22 Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statement of income on a straight-line basis over the period of the lease.

2.23 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

3 Financial risk management

3.1 Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, cash flow and fair value profit rate risk and other price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies and evaluates financial risks in close co-operation with the Group's operating units.

  • (a) Market risk
  • (i) Currency risk

Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

The Group does not have any significant exposure to foreign currency risk since the majority of the transactions are denominated in AED, US Dollar or other currencies, whereby the AED or other currencies are pegged to the US Dollar.

(ii) Price risk

The Group is exposed to equity securities price risk through investments held by the Group and classified as available-for-sale. The Group is not exposed to commodity price risk.

(iii) Cash flow and fair value profit rate risk

The Group has an insignificant profit rate risk arising from profit bearing bank deposits. Bank deposits are placed with banks offering favourable rates. The Group's profit rate risk arises from its profit bearing liabilities.

At 31 December 2012, if profit rates on borrowings had been 1% higher/lower with all other variables held constant, profit for the year would have been AED 9,015,000 lower/higher (2011: profit for the year would have been AED 9,633,000 lower/higher), mainly as a result of higher/lower finance expense on floating rate borrowings.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

3 Financial risk management (continued)

3.1 Financial risk factors (continued)

(b) Credit risk

The Group is exposed to credit risk in relation to its monetary assets, mainly trade receivables, due from related parties, and bank deposits. Trade receivables are made to customers with an appropriate credit history. The Group has no other significant concentrations of credit risk. Bank deposits are limited to high-credit-quality financial institutions.

The table below presents an analysis of short term bank deposits and cash and cash equivalents by rating agency designation at the end of reporting period based on Moody's ratings or its equivalent for the main banking relationships:

Counterparties with external credit rating (Moody's) 2012
AED'000
2011
AED'000
A2 896 2,485
Aa3 562 563
Ba3 271 300
Baa1 98,907 167,993
Baa2 64,415 63,169
* 102,801 104,621
267,852 339,131

* Balances of AED 102,801,000 (2011: AED 104,621,000) are maintained with banks with no formal credit rating. However, management views these banks to be high-credit-quality financial institutions and does not expect these financial institutions to default.

The table above excludes cash in hand amounting to AED 526,000 (2011: AED 437,000).

(c) Liquidity risk

The Group monitors its risk of a possible shortage of funds using cash flow forecasts. These forecasts consider the maturity of both its financial investments and financial assets (e.g. accounts receivable, other financial assets) and projected cash flows from operations.

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank facilities. The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecasted and actual cash flows and matching the maturity profiles of financial assets and liabilities. The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

3 Financial risk management (continued)

3.1 Financial risk factors (continued)

(c) Liquidity risk (continued)

Within 1 2 to 5 More than 5
year
AED'000
years
AED'000
years
AED'000
As at 31 December 2012
Islamic finance facilities 321,309 421,914 65,283
Other borrowings 130,844 1,971 -
Trade and other payables 881,211 - -
Retention payables 81,177 25,089 -
Due to related parties 15,351 - -
1,429,892 448,974 65.283
As at 31 December 2011
Islamic finance facilities 684,214 131,337 -
Other borrowings 165,762 - -
Trade and other payables 360,107 396,888 -
Retention payables 69,541 49,975 -
Due to related parties 14,413 - -
1,294,037 578,200 -

3.2 Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to maximise returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including "current and noncurrent borrowings" as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as "equity" as shown in the consolidated balance sheet plus net debt.

The gearing ratios at 31 December were as follows:

2012 2011
AED'000 AED'000
Total borrowings (Note 16) 887,450 915,548
Less: cash and bank balances (Note 13) (268,379) (339,568)
Net debt 619,071 575,980
Total equity 3,904,861 3,860,476
Total capital 4,523,932 4,436,456
Gearing ratio 14% 13%

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

3 Financial risk management (continued)

3.3 Fair value estimation

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
  • 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 (that is, derived from prices) (level 2); and
  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table presents the Group's assets that are measured at fair value:

Level 1
AED'000
Level 2
AED'000
Level 3
AED'000
Total
AED'000
As at 31 December 2012
Available-for-sale financial assets - - 20,517 20,517
As at 31 December 2011
Available-for-sale financial assets - - 19,507 19,507

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to the short-term nature of trade receivables. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market profit rate that is available to the Group for similar financial instruments. Other receivables and payables approximate their fair values.

4 Critical accounting estimates and judgements

Estimates 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.

4.1 Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Valuation of investment property

The Group carries its investment property at fair value, with changes in fair value being recognised in the consolidated statement of income. The Group engaged independent valuation specialists to determine the fair values of investment properties as at 31 December 2012. For investment properties under construction, management used a valuation technique based on a discounted cash flow model, as there is a lack of comparable market data because of the nature of the properties.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

4 Critical accounting estimates and judgements (continued)

4.1 Critical accounting estimates and assumptions (continued)

(a) Valuation of investment property (continued)

For investment property under construction or development and measured at fair value, the estimated period from 31 December 2012 to completion is 1 year. If the period to completion was to increase by 1 year, the impact on the fair value would be an estimated decrease of AED 72,468,000 with a corresponding effect to the consolidated statement of income (2011: AED: 72,251,000).

The future rental rates were estimated depending on the actual location, type and quality of the properties, and taking into account market data and projections at the valuation date. Were the market rentals assumed in the discounted cash flow analysis to increase or decrease by 10% from management's estimate, the carrying amount of investment property that are valued by the discounted cash flow method (DCF) would be an estimated AED 144,373,000 higher or lower, respectively (2011: AED 144,373,000).

Were the discount rate used in the DCF analysis to increase by 10%, the carrying amount of investment property would be an estimated decrease of AED 168,734,000 with a corresponding effect to the consolidated statement of income (2011: AED 167,502,000).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

5 Property and equipment

Land and
buildings
AED'000
Leasehold
improvements
AED'000
Furniture
and fixtures
AED'000
Office
equipment
AED'000
Motor
vehicles
AED'000
Capital work
in-progress
AED'000
Total
AED'000
Cost
At 1 January 2011
35,845 381 17,270 23,505 5,772 1,564 84,337
Additions 1,253 -
69
584 - 16 1,922
Disposals - -
(10,028)
(120) (3,480) - (13,628)
Transfers - -
-
1,580 - (1,580) -
At 31 December 2011 37,098 381 7,311 25,549 2,292 - 72,631
Additions 237 -
35
188 - - 460
Disposals - -
(1,009)
(989) (1,614) - (3,612)
At 31 December 2012 37,335 381 6,337 24,748 678 - 69,479
Depreciation
At 1 January 2011 1,145 375 13,618 14,696 4,226 - 34,060
Charge for the year 1,928 6
1,661
4,256 910 - 8,761
Disposals - -
(8,609)
(44) (3,198) - (11,851)
At 31 December 2011 3,073 381 6,670 18,908 1,938 - 30,970
Charge for the year 1,961 -
533
3,628 277 - 6,399
Disposals - -
(891)
(980) (1,569) - (3,440)
At 31 December 2012 5,034 381 6,312 21,556 646 - 33,929
Net book amount - 31 December 2011 34,025 -
641
6,641 354 - 41,661
Net book amount - 31 December 2012 32,301 -
25
3,192 32 - 35,550

Buildings with a carrying value of AED 23,237,000 (2011: AED 24,528,000) are mortgaged under Islamic finance obligations (Note 16).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

5 Property and equipment (continued)

Year ended
31 December
2012
AED'000
Year ended
31 December
2011
AED'000
Depreciation charge is included under:
Direct costs 466 1,334
General and administrative expenses (Note 24) 5,933 7,427
6,399 8,761

6 Investment property

Capital work
Land Buildings in-progress Total
AED'000 AED'000 AED'000 AED'000
1 January 2011 282,074 90,485 952,127 1,324,686
Additions - 1,081 - 1,081
Reversal of accruals - - (7,348) (7,348)
Capitalised borrowing costs (Note 26) - - 30,293 30,293
Transfer to a real estate investment trust
(Note 9) - (19,335) - (19,335)
Transfer to a related party - (6,765) - (6,765)
Net loss from fair value adjustments on
investment property (11,482) (9,616) (76,436) (97,534)
Effect of translation to presentation
currency (5,360) - - (5,360)
31 December 2011 265,232 55,850 898,636 1,219,718
Additions - 825 - 825
Reversal of accruals - - (19,015) (19,015)
Net gain/(loss) from fair value adjustments
on investment property 7,746 - (1,483) 6,263
Effect of translation to presentation
currency (1,714) - - (1,714)
31 December 2012 271,264 56,675 878,138 1,206,077

The Group determined that the fair value of all of its investment properties under construction at 31 December 2012 were reliably determinable on a continuing basis. The investment property under construction has been internally determined using a valuation technique, as there is a lack of comparable market data because of the nature of the properties. The valuation was based on a discounted cash flow model supported by current market rents for similar properties in the same location adjusted to reflect the level of completion of construction of these properties.

At 31 December 2012, the Group did not have any un-provided contractual obligations for future repairs and maintenance.

Bank borrowings to the value of AED 158,500,000 (2011: AED 106,952,000) are secured on investment property (Note 16).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

6 Investment property (continued)

The following amounts have been recognised in the consolidated statement of income in respect of investment property:

2012 2011
AED'000 AED'000
Rental income 4,332 1,885
Direct operating expenses arising from investment properties under lease (763) (756)
3,569 1,129

7 Investments in associates

2012 2011
AED'000 AED'000
At 1 January 277,205 288,430
Share of profit/(loss) 623 (863)
Capital reduction (4,000) (10,362)
At 31 December 273,828 277,205

The Group has a 22.72% interest in Solidere International Al Zorah Equity Investments Inc ("Al Zorah"), a company registered in the Cayman Islands. The associate is a holding company investing in companies engaged in property development.

The Group has a 40% interest in Landmark Properties LLC ("Landmark Properties"), a company registered in the United Arab Emirates which is involved in real estate brokerage.

Summarised financial information relating to the Group's share of its associates is as follows:

Name % interest
held
Assets
AED'000
Liabilities
AED'000
Revenue
AED'000
Net profit/(loss)
AED'000
31 December 2012
Al Zorah 22.72 255,469 (50,398) 2,596 1,400
Landmark properties 40.00 698 (287) 660 (777)
256,167 (50,685) 3,256 623
31 December 2011
Al Zorah 22.72 254,020 (50,350) 3,983 1,801
Landmark properties 40.00 14,174 (9,295) 3,286 (2,664)
268,194 (59,645) 7,269 (863)

The Group's share of its associates' commitments amounts to AED 7,429,000 (2011: AED 11,986,000).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

8 Investments in joint ventures

The Group has a 50% interest in the following joint ventures, which are engaged in property development. The following amounts represent the Group's 50% share of the assets, liabilities, revenue and results of the joint ventures. They also include consolidation adjustments made at the Group's level to ensure uniform accounting policies. They are included in the consolidated balance sheet and statement of income of the Group:

Name %
interest
held
Non-current
assets
AED'000
Current
assets
AED'000
Non-current
liabilities
AED'000
Current
liabilities
AED'000
Net profit /
(loss)
AED'000
31 December 2012
Arady Development LLC 50 878,111 35,288 6,575 509,317 (1,528)
Dubai International
Development Co. LLC (*) 50 - 150 - -
-
Alarko Deyaar Gayrimenkul 50 111,444 79,489 - 6
(6,944)
989,555 114,927 6,575 509,323 (8,472)
31 December 2011
Arady Development LLC 50 940,576 35,216 6,535 528,689 (31,013)
Dubai International
Development Co. LLC (*) 50 - 150 - -
-
Alarko Deyaar Gayrimenkul 50 117,811 79,489 - 5
33,524
1,058,387 114,855 6,535 528,694 2,511

The Group's proportionate share in joint ventures commitments is AED 289,617,000 (2011: AED 292,659,000).

(*) This joint venture did not commence its commercial activities.

9 Available-for-sale financial assets

2012 2011
AED'000 AED'000
1 January 19,507 -
Transfer from investment property (Note 6) - 19,335
Change in fair value 1,010 172
31 December 20,517 19,507

The fair valuation gain of AED 1,010,000 (2011: AED 172,000) was recorded in the consolidated statement of comprehensive income.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

10 Property held for development and sale

Properties
held
Properties
under
Land held
for future
for sale
AED'000
construction
AED'000
development
AED'000
Total
AED'000
1 January 2011 252,342 2,169,888 240,000 2,662,230
Additions - 98,354 - 98,354
Provision for impairment (Note 22) (113,139) (4,294) - (117,433)
Reversal of impairment (Note 22) 9,363 35,777 - 45,140
Capitalised borrowing costs (Note 26) - 5,121 - 5,121
Transfers 1,067,438 (1,067,438) - -
Sales, net of returns (Note 22) (546,705) - - (546,705)
31 December 2011 669,299 1,237,408 240,000 2,146,707
Additions - 145,544 - 145,544
Provision for impairment (Note 22) (145,173) - - (145,173)
Reversal of impairment (Note 22) 46,344 31,660 - 78,004
Capitalised borrowing costs (Note 26) - 1,619 - 1,619
Transfers 482,165 (482,165) - -
Sales (Note 22) (256,423) - - (256,423)
31 December 2012 796,212 934,066 240,000 1,970,278

Management's assessment of the net realisable value of the property held for development and sale resulted in a net write down of AED 67,169,000 (2011: AED 72,293,000), charged to the consolidated statement of income under "direct costs" (Note 22).

Net realisable value has been determined on the basis of committed sale price if the remaining receivable amount is lower than the current market value of the units booked by customers. For units not yet booked by customers, net realisable value takes into consideration current market prices.

A building and a plot of a land with a total carrying value of AED 277,995,000 (2011: AED 277,400,000) are mortgaged under Islamic finance obligations (Note 16).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

11 Trade and other receivables

2012 2011
AED'000 AED'000
Trade receivables 205,404 217,387
Less: provision for impairment of trade receivables (151,339) (150,803)
54,065 66,584
Retention receivables 19,129 51,051
Less: provision for impairment of retention receivables (7,875) (1,817)
11,254 49,234
Advance for purchase of property 187,510 187,510
Less: provision for impairment of other receivables (187,510) (187,510)
Receivable on cancelled purchase agreement 117,900 120,163
Advances to contractors 44,777 61,973
Advances to suppliers 20,708 11,799
Prepayments and other receivables 3,699 5,079
Amounts due from customers for contract works - 3,343
Other debtors 18,794 13,797
205,878 216,154
271,197 331,972
Less: current portion (267,623) (295,073)
Non-current portion 3,574 36,899
Amounts due from customers for contract works are analysed as follows:
Contract costs incurred and recognised profits 129,914 1,041,102
Less: progress billings (135,581) (1,056,802)
(5,667) (15,700)
Analysed as:
Amounts due to customers for contract works (Note 18) (5,667) (19,043)
Amounts due from customers for contract works - 3,343
The non-current portion of trade and other receivables is analysed as follows:
Non-current trade receivables 3,574 6,222
Non-current retention receivables - 30,677
3,574 36,899

As of 31 December 2012, trade receivables of AED 39,269,000 (2011: AED 49,642,000) were fully performing.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

11 Trade and other receivables (continued)

As of 31 December 2012, trade receivables of AED 14,796,000 (2011: AED 16,942,000) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

2012
AED'000
2011
AED'000
Up to 3 months 3,150 4,461
Over 3 months 11,646 12,481
14,796 16,942

As of 31 December 2012, trade receivables of AED 151,339,000 (2011: AED 150,803,000) were impaired and fully provided for. The individually impaired receivables mainly relate to customers who are in difficult economic situations. The ageing analysis of these trade receivables is as follows:

2012
AED'000
2011
AED'000
Over 6 months 151,339 150,803

The movements on the Group's provision for impairment of trade receivables are as follows:

2012
AED'000
2011
AED'000
At 1 January 150,803 157,763
Provision for impairment of trade receivables (Note 24) 3,163 18,180
Receivables written off during the year as uncollectable (2,627) -
Reversal - (25,140)
At 31 December 151,339 150,803

The movements on the Group's provision for impairment of retention receivables are as follows:

2012
AED'000
2011
AED'000
At 1 January 1,817 -
Provision for impairment of retention receivables (Note 24) 6,058 1,817
At 31 December 7,875 1,817

The creation and release of the provision for impaired receivables have been included in the consolidated statement of income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. The Group holds title deeds of the assets sold or post dated cheques as security.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

12 Transactions and balances with related parties

Related parties include the significant shareholders, key management personnel, associates, joint ventures, directors and businesses which are controlled directly or indirectly by the significant shareholders or directors or over which they exercise significant management influence.

(a) Related party transactions

During the year, the Group entered into the following significant transactions with related parties in the normal course of business and at prices and terms agreed by the Group's management.

2012 2011
AED'000
2,936
6,765
19,335
22,868 21,832
649
720
24,463 23,201
2011
AED'000 AED'000
2,394,056
- 2,394,056
18,856 17,782
2,497,264 1,116
2,516,120 18,898
AED'000
1,547
-
-
942
653
2012
-

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

12 Transactions and balances with related parties (continued)

Cash and bank balances include a fixed deposit amount of AED 40,000,000 (31 December 2011: AED 80,917,000) deposited with Dubai Islamic Bank, a significant shareholder of the Company.

At 31 December 2012, the Group had bank borrowings from Dubai Islamic Bank of AED 377,739,000 (2011: AED 390,000,000).

In 2010, the Company entered into a sale and purchase agreement with a related party to sell properties and rights to purchase plots amounting to AED 2,237,435,000. The salient terms and conditions of the transaction are as follows:

  • i. The sale consideration was receivable on or before 1 June 2016;
  • ii. The sale consideration can be settled in cash or kind or a combination of both, at the discretion of the purchaser. Where settlement is in kind, the fair value of the assets transferred will be determined by an independent valuation expert, to be selected by the seller and purchaser; and
  • iii. The commitment on the remaining purchase price of the land held for development remains with the Company.

At 31 December 2011, the non-current amount due from other related party represented the net present value of the above consideration discounted at a rate of 7% per annum.

During the year, the Company has signed an amendment to the original sale and purchase agreement whereby, with effect from 20 April 2012, the sale consideration has been reduced by AED 731 million, as a result of the purchaser's commitment to settle this balance on demand in cash or kind or a combination of both. Management's expectation is that the receivable will be settled during the forthcoming year.

The impact of unwinding the fair value discount on the non-current receivable offsets the reduction in the sale consideration.

(c) Due to related parties comprises:

2012
AED'000
2011
AED'000
Current
Due to a significant shareholder
2,347 2,148
Due to joint venture partner 13,004 12,265
15,351 14,413

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

13 Cash and bank balances

2012
AED'000
2011
AED'000
Cash and bank balances including call deposits 60,751 154,183
Short-term fixed deposits 207,102 184,948
Cash on hand 526 437
268,379 339,568

Cash and cash equivalents include the following for the purposes of the consolidated statement of cash flows:

2012
AED'000
2011
AED'000
Cash and bank balances
Less: bank overdraft
Less: deposits with original maturity of more than three months
268,379
(132,815)
(20,000)
339,568
(147,439)
(20,760)
Cash and cash equivalents 115,564 171,369

Short-term fixed and call deposits bear profit ranging from 1.19% to 1.69% per annum (2011: 0.20% to 3.125% per annum).

14 Share capital

At 31 December 2012, share capital comprised of 5,778,000,000 shares of AED 1 each (2011: 5,778,000,000 shares of AED 1 each). All shares are authorised, issued and fully paid up.

15 Legal reserve

In accordance with the UAE Commercial Companies Law of 1984 (as amended) and the Company's Articles of Association, 10% of the profit for the year is transferred to a statutory reserve, which is not distributable. Transfers to this reserve are required to be made until such time as it equals at least 50% of the paid up share capital.

16 Borrowings

2012 2011
AED'000 AED'000
Non-current
Islamic finance obligations 446,871 118,000
Other Islamic borrowings 1,971 -
448,842 118,000
Current
Islamic finance obligations 302,283 646,167
Other Islamic borrowings 136,325 151,381
438,608 797,548
Total borrowings 887,450 915,548

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

Islamic finance Other Islamic
obligations borrowings Total
AED'000 AED'000 AED'000
1 January 2011 878,475 153,485 1,031,960
Additions - 32,186 32,186
Repayments (114,308) (34,290) (148,598)
31 December 2011 764,167 151,381 915,548
Additions - 8,462 8,462
Transfers 19,978 (19,978) -
Repayments (34,991) (1,569) (36,560)
31 December 2012 749,154 138,296 887,450

16 Borrowings (continued)

The Islamic finance obligations represent Ijarah and Mudarabah facilities obtained from Dubai Islamic Bank PJSC (a significant shareholder), and from other local Islamic banks and financial institutions. The facilities are used to finance the properties under construction. The Islamic finance obligations carried an effective profit rate of 1 month EIBOR + 3%, with a minimum of 5%, to 6.25% per annum (2011: 1 month EIBOR + 3%, with a minimum of 4.5% to 6.25% per annum), and are repayable in equal monthly or quarterly instalments over a period of five to ten years from the balance sheet date. The Islamic finance obligations are secured by mortgages over property held for development and sale (Note 10), a building (Note 5) and an investment property (Note 6).

The other Islamic borrowings include an overdraft facility amounting to AED 132,815,000 (2011: AED 147,439,000) with a local Islamic bank and carried an effective profit rate based on 3 months EIBOR + 4.5%, with a minimum of 9.5% (2011: 3 months EIBOR + 4.5%, with a minimum of 9.5%). Subsequent to the year end, the Group has signed a restructuring agreement with the bank (subject to certain conditions), whereby the overdraft has been restructured into a loan repayable over a six-year period, with a revised profit rate of 3 months EIBOR + 3%, with a minimum of 5.5%. The revised profit rate is effective from 1 March 2012.

The borrowings include an amount of AED 377,739,000 (2011: AED 395,512,000) obtained from the significant shareholder.

17 Advances from customers

Advances from customers represent instalments received from customers towards purchases of land and property held for development and sale of AED 754,618,000 (2011: AED 1,088,038,000) and towards customer contracts of AED 246,000 (2011: AED 5,664,000).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

18 Trade and other payables

2012 2011
AED'000 AED'000
Trade payables 133,434 106,820
Payables for purchase of land 411,834 308,348
Accrued Islamic facilities charges 64,444 49,715
Project cost accruals 57,271 131,835
Amounts due to customers for contract works 5,667 19,043
Tax payable 4,152 6,880
Other payables and accrued expenses 214,228 160,277
891,030 782,918
Less: current portion (891,030) (488,550)
Non-current portion - 294,368

19 Retentions payable

2012 2011
AED'000 AED'000
Non-current portion 25,089 49,975
Current portion 81,177 69,541
Retentions payable 106,266 119,516

Non-current retentions are due to be paid to contractors within 1 to 5 years from the balance sheet date. The fair value of non-current retentions payable approximate to their carrying amounts as the impact of discounting is not significant.

20 Provision for employees' end of service benefits

2012 2011
AED'000 AED'000
At 1 January 7,594 8,529
Charge for the year (Note 25) 2,476 2,208
Payments (1,568) (3,143)
At 31 December 8,502 7,594

In accordance with the provisions of IAS 19, management has carried out an exercise to assess the present value of its obligations as at 31 December 2012 and 2011, using the projected unit credit method, in respect of employees' end of service benefits payable under the UAE labour law. Under this method an assessment has been made of the employee's expected service life with the Group and the expected basic salary at the date of leaving the service. Future salary increases have been estimated on a basis consistent with the natural progression of an employee's salary in line with the Group's salary scales, past experience and market conditions. Management has assumed average increment/promotion costs of 5% (2011: 5%). The expected liability at the date of leaving the service has been discounted to its net present value using a discount rate of 3% (2011: 4.5%).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

21 Revenue

2012 2011
AED'000 AED'000
Sale of properties 264,736 634,723
Forfeiture income 193,958 139,545
Property management 29,931 27,863
Facilities management 24,500 16,569
Leasing income 21,818 7,816
Contract revenue 16,774 52,485
Others 533 1,712
Properties returned - (74,842)
552,250 805,871
22
Direct costs
Cost of properties sold (Note 10) 256,423 587,010
Provision for impairment of property held for development and sale, net
(Note 10) 67,169 72,293
Facilities management 12,913 6,504
Contract costs 10,613 73,646
Leasing cost 4,588 5,064
Others 1,536 2,702
Properties returned (Note 10) - (40,305)
353,242 706,914
23
Other operating income
Consolidation fees 114 2,043
Other operating income 4,316 4,173
4,430 6,216
24
General and administrative expenses
Staff costs (Note 25) 59,105 56,176
Association fees 11,909 11,108
Legal and professional charges 9,551 11,950
Provision for/(reversal of) impairment of trade and other receivables, net
(Note 11) 9,221 (5,143)
Depreciation (Note 5) 5,933 7,427
Communication expenses
Marketing and selling expenses
2,961
2,921
2,685
3,050
Rent 1,604 2,820
Write-off of trade receivable - 2,770
Others 12,548 14,044
115,753 106,887

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

25 Staff costs

2012
AED'000
2011
AED'000
Salaries and wages 45,565 43,600
End of service benefits (Note 20) 2,476 2,208
Other benefits 11,408 10,368
59,449 56,176
Included under
Direct cost 344 -
General and administrative expenses (Note 24) 59,105 56,176
59,449 56,176
26
Finance (cost)/income
Finance cost on bank borrowings 66,024 62,924
Finance cost on unwinding of discounted trade payables - 19,259
Less: amounts capitalised on qualifying assets (Notes 6, 10) (1,619) (35,414)
Total finance cost 64,405 46,769
Finance income on short-term bank deposits 7,540 22,398
Finance income on unwinding of discounted receivable from a related party - 156,621
Finance income on unwinding of discounted trade receivables 1,937 9,258
Total finance income 9,477 188,277

27 Earnings per share

Basic

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year (Note 14).

Net finance (cost)/income (54,928) 141,508

2012 2011
Profit attributable to equity holders of the Company (AED'000)
Weighted average number of ordinary shares in issue (thousands)
38,605
5,778,000
37,703
5,778,000
Earnings per share (fils) 0.67 0.65

Diluted

The Company has not issued any instruments which would have a dilutive impact on earnings per share when exercised.

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

2012 2011
AED'000 AED'000
Profit before tax 39,643 41,397
Adjustment for:
Depreciation (Note 5) 6,399 8,761
Provision for employees' end of service benefits (Note 20) 2,476 2,208
Provision for/(reversal of provision) for doubtful debts (Note 24) 9,221 (5,144)
Write-off of trade receivable (Note 24) - 2,770
Provision for impairment of property held for development and sale
(Note 22) 67,169 72,293
Finance income (Note 26) (9,477) (188,277)
Finance costs (Note 26) 64,405 46,769
Share of results from associates (Note 7) (623) 863
(Gain)/loss on fair valuation of investment properties (Note 6) (6,262) 97,534
(Gain)/loss on disposal of property and equipment (Note 24) (206) 1,060
Operating cash flows before payment of employees' end of service
benefits and changes in working capital 172,745 80,234
Payment of employees' end of service benefits (Note 20) (1,568) (3,143)
Decrease in non-current trade and other receivables 33,325 119,154
Decrease in non-current retentions payable (24,886) (34,640)
Decrease in non-current advances from customers (83,562) (392,818)
Changes in working capital:
Property held for development and sale net of project cost accruals 110,879 471,719
Trade and other receivables 20,166 81,151
Inventories (1,503) (2,783)
Due from related parties (103,166) (3,357)
Retentions payable 11,636 7,519
Advances from customers (255,276) (171,007)
Trade and other payables 126,152 (75,943)
Due to related parties 938 (4,020)
Net cash generated from operating activities 5,880 72,066

28 Cash flow from operating activities

29 Commitments

At 31 December 2012, the Group had total commitments of AED 395,603,000 (31 December 2011: AED 489,549,000) with respect to project related contracts issued net of invoices received and accruals made at that date. The Group also had commitments with respect to purchase of land of AED 419,639,000 (31 December 2011: AED 419,639,000).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

30 Contingent liabilities

At 31 December 2012, the Group had contingent liabilities in respect of performance and other guarantees issued by banks on behalf of one of the subsidiaries in the ordinary course of business, amounting to AED 27,227,000 (31 December 2011: AED 63,133,000).

31 Segment information

Operating segment

For management purposes the Group is organised into three major operating segments: Property development, electrical and mechanical works, and properties and facilities management.

Management monitors the operating results of its operating segments for the purpose of making strategic decisions about performance assessment. Segment performance is evaluated based on operating profit or loss.

Property
development
Electrical and
mechanical
Property and
facilities
management
activities works Total
AED'000 AED'000 AED'000 AED'000
31 December 2012
Segment revenues – external 481,045 16,774 54,431 552,250
Segment profit/(loss) 30,890 (9,501) 17,216 38,605
Segment assets 6,471,811 37,643 58,870 6,568,324
31 December 2011
Segment revenues – external 708,950 52,489 44,432 805,871
Segment profit/(loss) 69,195 (51,434) 19,942 37,703
Segment assets 6,640,407 84,278 69,482 6,794,167

Geographic information

Revenue earned from properties outside the United Arab Emirates amounts to AED Nil (2011: AED 19,198,000). Total assets located outside the United Arab Emirates amount to AED 309,604,000 (31 December 2011: AED 315,490,000).

Notes to the consolidated financial statements for the year ended 31 December 2012 (continued)

32 Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

Loans and Available
receivables for-sale Total
31 December 2012 AED'000 AED'000 AED'000
Assets as per the balance sheet
Available-for-sale financial assets
Trade and other receivables excluding prepayments,
- 20,517 20,517
advances to contractors and suppliers 202,013 202,013
-
Due from related parties
Cash and bank balances
2,516,120
268,379
-
-
2,516,120
268,379
2,986,512 20,517 3,007,029
Amortised
cost Total
AED'000 AED'000
Liabilities as per the balance sheet
Trade and other payables excluding amounts due
from customers on contract works 881,211 881,211
Retentions payable 106,266 106,266
Borrowings 887,450 887,450
Due to related parties 15,351 15,351
1,890,278 1,890,278
Loans and Available
receivables for-sale Total
31 December 2011 AED'000 AED'000 AED'000
Assets as per the balance sheet
Available-for-sale financial assets - 19,507 19,507
Trade and other receivables excluding prepayments,
advances to contractors and suppliers 253,120 - 253,120
Due from related parties 2,412,954 - 2,412,954
Cash and bank balances 339,568 - 339,568
3,005,642 19,507 3,025,149
Amortised
cost Total
AED'000 AED'000
Liabilities as per the balance sheet
Trade and other payables excluding amounts due
from customers on contract works 756,995 756,995
Retentions payable 119,516 119,516
Borrowings
Due to related parties
915,548
14,413
915,548
14,413