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Deyaar Development PJSC — Regulatory Filings 2017
Apr 30, 2017
66353_rns_2017-04-30_775dbaad-346a-4de7-95f3-43c6a62876d1.pdf
Regulatory Filings
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DEYAAR DEVELOPMENT PJSC
CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION (UNAUDITED)
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FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017
CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION (Unaudited)
For the three month period ended 31 March 2017
| Content | Pages |
|---|---|
| Independent auditors' report on review of condensed consolidated interim financial information $1-2$ | |
| Condensed consolidated statement of financial position | $\overline{3}$ |
| Condensed consolidated statement of profit or loss | 4 |
| Condensed consolidated statement of profit or loss and other comprehensive income | 5 |
| Condensed consolidated statement of changes in equity | 6 |
| Condensed consolidated statement of cash flows | 7 |
| Notes to the condensed consolidated interim financial information | $8 - 19$ |

KPMG Lower Gulf Limited Level 12, IT Plaza Dubai Silicon Oasis, Dubai, UAE Tel. +971 (4) 356 9500, Fax +971 (4) 326 3788
Independent Auditors' Report on Review of Condensed Consolidated Interim Financial Information
The Shareholders Deyaar Development PJSC
Introduction
We have reviewed the accompanying 31 March 2017 condensed consolidated interim financial information of Deyaar Development PJSC ("the Company") and its subsidiaries (collectively referred to as "the Group") which comprises:
- the condensed consolidated statement of financial position as at 31 March 2017:
- the condensed consolidated statement of profit or loss for the three $\bullet$ month period ended 31 March 2017;
- the condensed consolidated statement of profit or loss and other comprehensive income for the three month period ended 31 March 2017:
- the condensed consolidated statement of changes in equity for the three month period ended 31 March 2017;
- the condensed consolidated statement of cash flows for the three month period ended 31 March 2017; and
- notes to the interim financial information.
Management is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, 'Interim Financial Reporting'. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Deyaar Development PJSC Independent auditors' report on review of condensed consolidated interim financial information 31 March 2017
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying 31 March 2017 condensed consolidated interim financial information is not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting'.
KPMG Lower Gulf Limited
$\downarrow \qquad \qquad \downarrow$
Richard Ackland Registration No: 1015 Dubai, United Arab Emirates
Date: 3 0 APR 2017
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2017
| 31 March | 31 December | ||
|---|---|---|---|
| 2017 | 2016 | ||
| Note | AED'000 | AED'000 | |
| (Unaudited) | (Audited) | ||
| ASSETS | |||
| Non-current assets | |||
| Property and equipment | 375,528 | 343,955 | |
| Investment properties | 6 | 330,669 | 330,669 |
| Investments in joint ventures and an associate | 12 | 1,258,740 | 1,256,016 |
| Properties held for development and sale | 8 | 344,137 | 333,482 |
| Trade and other receivables | 11,559 | 4,835 | |
| Advance for purchase of properties | 8a | 263,118 | 136,293 |
| Long term fixed deposits | 7 | 50,580 | 50,377 |
| Available-for-sale financial assets | 20,574 | 22,186 | |
| 2,654,905 | 2,477,813 | ||
| Current assets | |||
| Properties held for development and sale | 8 | 935,054 | 956,747 |
| Inventories | 2,076 | 2,171 | |
| Trade and other receivables | 235,749 | 176,379 | |
| Due from related parties | 9 | 1,819,963 | 1,954,449 |
| Cash and bank balances | 13 | 509,796 | 647,171 |
| 3,502,638 | 3,736,917 | ||
| Total assets | 6,157,543 | 6,214,730 | |
| EQUITY Share capital |
5,778,000 | 5,778,000 | |
| Legal reserve | 264,144 | 264,144 | |
| Available for sale fair valuation reserve | 1,239 | 2,851 | |
| Accumulated losses | (1, 139, 413) | (1, 172, 327) | |
| Total equity | 4,903,970 | 4,872,668 | |
| LIABILITIES | |||
| Non-current liabilities Borrowings |
10 | ||
| Retentions payable | 319,138 20,319 |
343,046 27,874 |
|
| Advances from customers | |||
| 63,051 | 54,052 | ||
| Provision for employees' end of service benefits | 13,406 415,914 |
12,892 437,864 |
|
| Current liabilities | |||
| Borrowings | 10 | 95,633 | 95,633 |
| Trade and other payables | 11 | 686,598 | 742,767 |
| Retentions payable | 19,658 | 1,155 | |
| Advances from customers | 23,471 | 52,344 | |
| Due to a related party | 9 | 12,299 | 12,299 |
| 837,659 | 904,198 | ||
| Total liabilities | 1,253,573 | 1,342,062 | |
| Total equity and liabilities | 6,157,543 | 6,214,730 |
The condensed consolidated interim financial information was approved by the Board of Directors, and authorised for issue on $\begin{bmatrix} 0 \ 0 \end{bmatrix}$ APR 20 and signed on their behalf by:
$\overline{a}$ ..................................... ...................................... $\sim$ Saeed Al Qatami Chief Executive Officer
ElWa Hani K. Fansa
Chief Financial Officer
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the three month period ended 31 March 2017
| Three month ended | |||
|---|---|---|---|
| 31 March | 31 March | ||
| 2017 | 2016 | ||
| Note | AED'000 | AED'000 | |
| (Unaudited) | |||
| Revenue | 141,802 | 60,218 | |
| Direct / operating costs | (93, 152) | (30, 600) | |
| Other operating income | 8a(ii) | 19,087 | 1,593 |
| General and administrative expenses | (35,902) | (31, 678) | |
| Provision / expense against claims | 11(ii) | (1,044) | (11, 547) |
| Finance cost | (4,298) | (4, 826) | |
| 2,616 | 3,165 | ||
| Finance income | |||
| Share of results from joint ventures and an associate | 12 | 2,724 | (4,178) |
| Write back of provision for impairment of investment in an associate | 12 | 68,884 | |
| Profit for the period | 31,833 | 51,031 | |
| Fils 0.55 | Fils 0.88 | ||
| Earnings per share - basic and diluted |
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the three month period ended 31 March 2017
| Three month ended | |||
|---|---|---|---|
| 31 March | 31 March | ||
| 2017 | 2016 | ||
| Note | AED'000 | AED'000 | |
| (Unaudited) | |||
| Profit for the period | 31,833 | 51,031 | |
| Other comprehensive income | |||
| Items that are or may be reclassified subsequently to profit or loss | |||
| Change in fair value of available-for-sale financial assets | (1,612) | (1, 138) | |
| Total comprehensive income for the period | 30,221 | 49,893 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the three month period ended 31 March 2017
| Available-for- | |||||
|---|---|---|---|---|---|
| Share | Legal | sale fair | Accumulated | Total | |
| capital | reserve | valuation reserve | losses | equity | |
| AED'000 | AED'000 | AED'000 | AED'000 | AED'000 | |
| Balance at 1 January 2016 (audited) | 5,778,000 | 242,529 | 4,558 | (1,362,534) | 4,662,553 |
| Total comprehensive income for the period (unaudited) | |||||
| Profit for the period | 51,031 | 51,031 | |||
| Other comprehensive income for the period | $\blacksquare$ | $\overline{\phantom{a}}$ | (1, 138) | (1, 138) | |
| Total comprehensive income for the period (unaudited) | (1, 138) | 51,031 | 49,893 | ||
| Balance at 31 March 2016 (unaudited) | 5,778,000 | 242,529 | 3,420 | (1,311,503) | 4,712,446 |
| At 1 January 2017 (audited) | 5,778,000 | 264,144 | 2,851 | (1,172,327) | 4,872,668 |
| Total comprehensive income for the period (unaudited) | |||||
| Profit for the period | 31,833 | 31,833 | |||
| Other comprehensive income for the period | |||||
| (1,612) | (1,612) | ||||
| Total comprehensive income for the period (unaudited) | $\blacksquare$ | (1,612) | 31,833 | 30,221 | |
| Adjustments to Board of Directors' remuneration (Refer | |||||
| Note $11(i)$ | 1,081 | 1,081 | |||
| Balance at 31 March 2017 (unaudited) | 5,778,000 | 264,144 | 1,239 | (1, 139, 413) | 4,903,970 |
The notes on pages 8 to 19 are an integral part of the condensed consolidated interim financial information.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the three month period ended 31 March 2017
| Three month ended | |||
|---|---|---|---|
| 31 March | 31 March | ||
| 2017 | 2016 | ||
| Note | AED'000 | AED'000 | |
| (Unaudited) | |||
| Cash flows from operating activities | |||
| Net cash (used in) / generated from operating activities | 13 | (78, 690) | 22,814 |
| Cash flows from investing activities | |||
| Additions to property and equipment | (32, 892) | (11, 338) | |
| Additions to investment property | (320) | ||
| Term deposits with an original maturity after three months | 84,796 | 36,378 | |
| Income from deposits | 2,616 | 2,163 | |
| Net cash generated from investing activities | 54,520 | 26,883 | |
| Cash flows from financing activities | |||
| Net movement in borrowings | (23,908) | (62, 885) | |
| Finance costs paid | (4,298) | (4,221) | |
| Net cash used in from financing activities | (28, 206) | (67, 106) | |
| Net decrease in cash and cash equivalents | (52, 376) | (17, 409) | |
| Cash and cash equivalents, beginning of the period | 507,172 | 453,340 | |
| Cash and cash equivalents, end of the period | 454,796 | 435,931 | |
| For the purpose of statement of cash flows, cash and cash equivalents comprise: | |||
| Cash on hand | 3,084 | 3,260 | |
| 201,052 | 156,952 | ||
| Current accounts | 356,240 | 660,991 | |
| Fixed deposits | 560,376 | 821,203 | |
| Cash and bank balances | 13 | (105, 580) | (385, 272) |
| Less : deposits with an original maturity after 3 months | 454,796 | 435,931 | |
| Cash and cash equivalents |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017
Legal status and activities $\mathbf{1}$
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 ("UAE). The company is listed on Dubai Financial Market.
The principal activities of the Company and its subsidiaries (together, "the Group") are property investment and development, brokering, facility and property management services.
This condensed consolidated interim financial information has been reviewed, not audited.
Basis of preparation and accounting policies $\overline{2}$
Basis of preparation $2.1$
The condensed consolidated interim financial information for the three month period ended 31 March 2017 has been prepared in accordance with IAS 34, 'Interim financial reporting'. The condensed consolidated interim financial information should be read in conjunction with the annual consolidated financial statements for the year ended 31 December 2016, which have been prepared in accordance with International Financial Reporting Standards and the requirements of UAE Federal Law No. (2) of 2015.
UAE Federal Law no 2 of 2015 being the Commercial Companies Law ("the UAE Companies Law of 2015") was issued on 1 April 2015 to come into force on 1 July 2015 repealing the old UAE Federal Law No. 8 of 1984 (as amended). Companies are allowed to ensure compliance with the new UAE Companies Law of 2015 by 30 June 2017 as per the transitional provisions contained therein.
$2.2$ Significant accounting policies
The accounting policies adopted in the preparation of the condensed consolidated interim financial information are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2016.
3 Estimates and assumptions
The preparation of condensed consolidated interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing the condensed consolidated interim financial information, the significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2016.
The Group has an established control framework with respect to the measurement of fair values, and management has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values.
The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
Estimates and assumptions (continued) 3
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period in which the change has occurred.
$\overline{\mathbf{4}}$ Financial risk management
The Group's activities potentially expose it to a variety of financial risks: market risk (including currency risk, price risk, cash flow and fair value interest rate risk), credit risk and liquidity risk.
The condensed consolidated interim financial information does not include all financial risk management information and disclosures required in the annual consolidated financial information, and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2016. The Group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2016.
Segmental information 5
Operating segment
The Board of Directors are the Group's chief operating decision maker. The Board considers the business of the Group as a whole for the purpose of decision making.
Management has determined the operating segments based on segments identified for the purpose of allocating resources and assessing performance. The Group is organised into two major operating segments: Property development 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 perating profit or loss.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
$\mathbf{r}$ $\mathbf{r}$ $\mathbf{r}$
Segmental information (continued) $\overline{5}$
Operating segment (continued)
| Property Property and | |||
|---|---|---|---|
| development | facilities | ||
| activities | management | Total | |
| AED'000 | AED'000 | AED'000 | |
| Three month period ended 31 March | |||
| 2017 (unaudited) | |||
| Segment revenues – external | 118,239 | 23,563 | 141,802 |
| Segment profit | 23,964 | 7,869 | 31,833 |
| As at 31 March 2017 (unaudited) | |||
| Segment assets | 5,995,143 | 162,400 | 6,157,543 |
| Segment liabilities | 1,109,927 | 143,646 | 1,253,573 |
| Three month period ended 31 March 2016 | |||
| (unaudited) | |||
| Segment revenues - external | 39,626 | 20,592 | 60,218 |
| Segment profit | 45,587 | 5,444 | 51,031 |
| As at 31 December 2016 (audited) | |||
| Segment assets | 6,049,892 | 164,838 | 6,214,730 |
| Segment liabilities | 1,201,952 | 140,110 | 1,342,062 |
Geographic information
The carrying amount of total assets located outside the United Arab Emirates as at 31 March 2017 is AED 3.3 million (31 December 2016: AED 3.3 million).
6 Investment properties
| UAE | UAE | UAE | UAE | 31 March | 31 December | |
|---|---|---|---|---|---|---|
| Office | Parking | Stores | Retail | 2017 | 2016 | |
| Building | spaces | units | units | Total | Total | |
| AED'000 | AED'000 | AED'000 | AED'000 | AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |||||
| Fair value hierarchy | ||||||
| level | 3 | 3 | 3 | 3 | ||
| Fair value at the | ||||||
| beginning of the | ||||||
| reporting period | 85,795 | 66,445 | 10,711 | 167,718 | 330,669 | 253,556 |
| Additions | 848 | |||||
| Transfer from properties | ||||||
| held for sale | 773 | |||||
| Net gain from fair value | ||||||
| adjustments on | ||||||
| investment properties | 75,492 | |||||
| Fair value at the end of | ||||||
| reporting period | 85,795 | 66,445 | 10,711 | 167,718 | 330,669 | 330,669 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
6 Investment properties (continued)
In 2016, the Company reclassified its portfolio of parking spaces and store units in various buildings from property held for sale to investment properties as a result of change in use of these parking spaces and store units. The parking spaces and store units were reclassified to investment properties at their fair value on the date of transfer based on a fair valuation exercise carried out by an external valuer resulting in a fair value gain of AED 66.5 million and AED 9.9 million respectively. The gain was recognised in the consolidated statement of profit or loss in accordance with the accounting policy adopted for the measurement of investment properties.
Bank borrowings are secured against investment properties for the value of AED 131.5 million (31 December 2016: AED 131.5 million) (Refer Note 10).
Valuation processes
Retail units, parking spaces and store units included in the Group's investment properties are valued on a periodic basis by independent professionally qualified valuers who hold a recognised relevant professional qualification and have experience in the locations and segments of the investment properties valued. For all investment properties, their current use equates to the highest and best use. Valuation of UAE office building is valued by the Groups' finance department. The Group's finance department includes a team that also reviews the valuations performed by the independent valuers for financial reporting purposes. Discussions of valuation processes and results are held between management and the independent valuers on a regular basis.
Management believes that there was no material variance in the value of Group's investment properties in the current period.
Information about fair value measurements using significant unobservable inputs (Level 3) are as follows:
| Sensitivity of management estimates |
||||||
|---|---|---|---|---|---|---|
| Country | Segment Valuation | Estimate | Range of inputs | Impact lower AED'000 |
Impact higher AED'000 |
|
| UAE | Office | Income | Estimated rental value |
AED 95 to AED 210 per sqft per annum |
(914) | 914 |
| building | capitalisation | Discount rate | 11.59% | 9,067 | 11,572) |
A change of 100 basis points in management's estimate at the reporting date would have increased / (decreased) equity and profit or loss by the amounts shown above.
Valuation techniques underlying management's estimation of fair value:
For office building, the valuation was determined using the income capitalisation method based on following significant unobservable inputs:
| Estimated rental value (per | based on the actual location, type and quality of the properties and |
|---|---|
| sqft p.a.) | current market rents for similar properties; |
| Cash flow discount rate | reflecting current market assessments of the uncertainty in the |
| amount and timing of cash flows. |
For retail units, parking spaces and store units, the valuation was determined using the indicative fair values of these investment properties as at 31 December 2016 provided by an independent professionally qualified valuer. The valuer has used sales comparison method to determine the fair values of these assets.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
$\overline{7}$ Long term fixed deposits
During 2014, the Company had signed a financial restructuring plan with a financial institution for settling its Wakala deposit amounting to AED 101 million. Key terms of the financial restructuring plan were as follows:
- The financial institution will make a 20% of the outstanding amount as a down payment upon signing the restructuring plan;
- 65% of the amount will be paid in monthly predetermined instalments, over a period of 12 years $\bullet$ and will carry interest rate of 2% per annum; and
- 15% of the remaining amount will be converted into convertible contingent instruments and will be settled in cash or the financial institution's equity shares or combination of both after a period of 12 years. This will carry a profit rate of 1% payment in kind.
In 2014, upon signing the restructuring plan, and considering the key terms of the same, management had recognized an impairment charge of AED 15.3 million and present value impact of AED 6.7 million on the non-current fixed deposit. In 2015, the Company received AED 2.3 million against convertible contingent instruments and had accordingly written back the impairment charge by an equivalent amount.
As at 31 March 2017, the Company has cumulatively received AED 32.4 million (2016: AED 32.4) million) from the financial institution towards the repayment of deposit including early repayment of some of the instalments. The balance outstanding amount has been classified as non-current in accordance with the agreement.
8 Properties held for development and sale
Management's assessment of the net realisable value of the properties held for development and sale resulted in a net reversal of impairment amounting to AED 0.4 Million (for the year ended 31 December 2016: AED 3.3 million and for three month period ended 31 March 2016: net provision for impairment AED 0.4 million), which was recognized in the condensed consolidated statement of profit or loss under "direct / operating costs".
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 the expected market prices.
In 2016, the Company had reclassified part of its portfolio of parking spaces and store units in various buildings from property held for sale to investment properties based on change in use.
A plot of land with a total carrying value of AED 244 million (31 December 2016: AED 244 million) is mortgaged under Islamic finance obligations (Refer Note 10).
In the current period, the Company has recognised an amount of AED 88.1 million (for three month period ended 31 March 2016: AED 24.5 million) in condensed consolidated statement of profit or loss under "directs / operating costs" against revenue recognised of AED 108.7 million (for three month period ended 31 March 2016: AED 31.3 million).
For land held for future development and use amounting to AED 424.5 million as at the reporting date (31 December 2016: AED 424.5 million), management is currently evaluating feasibility of the projects and considering alternative viable and profitable options.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
Advance for purchase of properties 8a
| 31 March 2017 31 December 2016 | ||
|---|---|---|
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Advance for purchase of share in real estate projects (i) | 394,038 | 392,813 |
| Advance for purchase of properties (ii) | 125,600 | |
| 519,638 | 392,813 | |
| Less: provision for impairment against | ||
| advance for purchase of share in real estate projects (i) | (256, 520) | (256, 520) |
| 263,118 | 136,293 |
- In previous years, the Company had entered into a Memorandum of Understanding (MoU) for i. purchase of its share of a portfolio of investment properties in a real estate project. The advance is recoverable by means of transfer of the Company's share of properties in the project.
- In the current period, the Company has signed a termination and settlement agreement with a ii. master developer whereby the master developer will swap the plots of land designated as per original sale and purchase agreement with other new plot(s) at a later date and pay a termination compensation. Accordingly, the original purchase amount paid has been classified as advance for purchase of properties and the Company recorded a net income of AED 15.9 million as other income in the current period representing agreed compensation.
$\boldsymbol{9}$ Related party transactions and balances
Related parties include the significant shareholders, key management personnel, associates, joint ventures, directors and businesses which are controlled or jointly controlled, directly or indirectly, by the significant shareholders or directors or over which they exercise significant management influence.
Related party transactions $(a)$
During the period, the Group entered into the following significant transactions with related parties:
| Three month period ended |
Three month period ended |
|
|---|---|---|
| 31 March 2017 | 31 March 2016 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | |
| A significant shareholder Other operating income/finance income Finance cost |
963 2,401 |
1,817 1,716 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
9 Related party transactions and balances (continued)
Remuneration of key management personnel $(b)$
| Three month period | Three month period | |
|---|---|---|
| ended | ended | |
| 31 March 2017 | 31 March 2016 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | |
| Compensation to key management personnel | ||
| Salaries and other short term employee benefits | 3,037 | 3,292 |
| Termination and post employment benefits | 106 | 197 |
| 3,143 | 3,489 |
Due from related parties comprises: $(c)$
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Due from joint ventures | 15,129 | 15,908 |
| Due from other related parties | 1,806,372 | 1,940,079 |
| 1,821,501 | 1,955,987 | |
| Less : provision for impairment for due from a | ||
| related party | (1, 538) | (1, 538) |
| 1,819,963 | 1,954,449 |
Cash and bank balances include fixed deposits of AED 255 million (31 December 2016: AED 290 million) deposited with a significant shareholder of the company (a bank), at market prevailing profit rates.
In 2010, the Group entered into a sale and purchase agreement with a related party to sell properties with a carrying value of AED 1,337.8 million and rights to purchase plots of land amounting to AED 899.6 million. The sale consideration agreed on by both parties as per the initial agreement was AED 3,647.5 million.
The salient terms and conditions of the transaction including subsequent revisions are as follows:
- The sale consideration is receivable on or before 1 June 2016; i.
- The sale consideration can be settled in cash or kind or a combination of both, at the discretion ii. 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 Group.
Following the amendments to the original agreement, the sale consideration was reduced by approximately AED 731 million, as a result of the purchaser's commitment to settle this balance on demand, on or before 31 December 2017, in cash or in kind, or a combination of both.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
9 Related party transactions and balances (continued)
(c) Due from related parties comprises: (continued)
During 2014, pursuant to the addendum to original sale and purchase agreement for a plot of land with the master developer, the Group had entered into an amendment agreement with the related party, which resulted in a further reduction of the sale consideration by AED 141 million. Further, the related party had also transferred plots of land thereby settling receivable balance of AED 669.3 million against the outstanding receivable.
During 2015, the Company settled an amount of AED 108 million relating to certain plots on behalf of the related party resulting in reduction of the Company's commitments. The receivable amount is reflected in the books of the Company after deducting the future committed payments of AED 170.9 million (Note 14) relating to rights to purchase plots from the sale consideration as per the sale and purchase agreement.
In the current period, pursuant to the termination of original sale and purchase agreement for plots of land with a master developer, the Group entered into an amendment agreement with the related party which resulted in reduction of receivable balance by AED 134.4 million which includes deferred profit of AED 8.8 million.
Furthermore, management is currently evaluating various options for settlement of the outstanding balance.
(d) Due to a related party comprises:
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Current | ||
| Due to a joint venture partner | 12,299 | 12,299 |
| 12,299 | 12,299 |
At 31 March 2017, the Group had bank borrowings from a significant shareholder (a bank) of AED 288.4 million (31 December 2016: AED 307.6 million), at market prevailing profit rates. Also refer Note 10.
10 Borrowings
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Non-current | 319,138 | 343,046 |
| Current | 95,633 | 95,633 |
| Total borrowings | 414,771 | 438,679 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
10 Borrowings (continued)
| Islamic finance obligations |
|
|---|---|
| AED'000 | |
| 1 January 2016 | 478,848 |
| Additional drawdown | 100,000 |
| Repayments | (140, 169) |
| 31 December 2016 - audited | 438,679 |
| 1 January 2017 | |
|---|---|
| Repayments | (23,908) |
| 31 March 2017 - Unaudited | 414,771 |
The Islamic finance obligations represent Ijarah and Murabaha facilities obtained from Dubai Islamic Bank PJSC (a significant shareholder), and from other local Islamic banks. The facilities were availed to finance the properties under construction. The Islamic finance obligations carry market prevailing profit rates and are repayable in monthly or quarterly instalments over a period of four to seven years from the reporting date.
The Islamic finance obligations are secured by mortgages over properties classified under property held for development and sale (Note 8), property and equipment and investment property (Note 6).
In the current period, the Company has signed project specific financing agreements with various banks. The Company is currently in the process of finalising relevant facilities documents.
Also refer Note 9.
11 Trade and other payables
Trade and other payables include the following:
- i. Provision for Board of Directors' remuneration amounting to AED 3.2 million (31 December 2016: AED 4.3 million) after reversal of AED 1.1 million based on the final approval of the shareholders in the Annual General Meeting dated 5th April 2017.
- ii. Provision relating to claims made by third parties and customers against the Company. The provisions are based on management's best estimate after considering the potential cash flows in respect of the claim on a case to case basis.
12 Investment in joint ventures and an associate
In 2016, the Company's management had written back provision for impairment against investment in associate amounting to AED 68.8 million based on their assessment of the recoverable amount of the Group's share of assets held by the entity in which an associate of the Company holds an interest. Management's assessment was based on the indicative fair values of the assets after considering the development progress of the project undertaken by the entity.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
Cash flows from operating activities 13
| Three month ended 31 March | ||
|---|---|---|
| 2017 | 2016 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | |
| Profit for the period | 31,833 | 51,031 |
| Adjustment for | ||
| Depreciation | 1,319 | 1,161 |
| Provision for employees' end of service benefits | 1,215 | 685 |
| (Reversal of provision) / provision for impairment of | ||
| properties held for development and sale | (409) | 440 |
| Provision for doubtful debts | 1,000 | |
| Provision for claims | 11,547 | |
| Reversal of provision of investment in an associate | (68, 884) | |
| Reversal of provision for impairment against advance for | ||
| purchase of properties | (1,225) | |
| Compensation from the master developer | (9, 401) | |
| Finance income | (2,616) | (3,165) |
| Finance costs | 4,298 | 4,826 |
| Share of results from joint ventures and an associate | (2, 724) | 4,178 |
| Operating cash flows before payment of employees' end of | ||
| service benefits and changes in working capital | 23,290 | 1,819 |
| Payment of employees' end of service benefits | (701) | (183) |
| Changes in working capital: | ||
| Property held for development and sale (net of project cost | ||
| accruals) | 11,447 | (890) |
| Trade and other receivables - non current | (6, 724) | 656 |
| Trade and other receivables - current | (42,083) | 20,228 |
| Inventories | 95 | 381 |
| Retentions payable - non current | (7, 555) | 1,514 |
| Retentions payable - current | 18,503 | 26 |
| Advances from customers - non current | 8,999 | (8,028) |
| Advances from customers - current | (28, 873) | 17,879 |
| Trade and other payables | (55,088) | (9,215) |
| Due to related parties | (1, 373) | |
| Net cash (used in) / generated from operating activities | (78, 690) | 22,814 |
Bank accounts include balance of AED 85.23 million (31 December 2016: AED 83.4 million) and fixed deposits of AED 170 million at market prevailing profit rates (31 December 2016: AED 205 million) held in escrow accounts.
14 Commitments
At 31 March 2017, the Group had total commitments of AED 540.4 million (31 December 2016: AED 612.1 million) with respect to project related contracts issued as of the end of period / year net of invoices received and accruals made at that date. The Group also had commitments with respect to purchase of land of AED 170.4 million (31 December 2016: AED 170.4 million) (Refer note 9 (c) and note 15).
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
15 Contingent liabilities
At 31 March 2017, the Group had contingent liabilities in respect of performance and other guarantees issued by a bank on behalf of a subsidiary, in the ordinary course of business, from which it is anticipated that no material liabilities will arise, amounting to AED 11.4 million (31 December 2016: AED 10.6 million).
The Company is also a party to certain legal cases in respect of certain plots of land and party to various potential claims from customers and, where necessary, makes adequate provisions against any potential claims. Such provisions are reassessed regularly to include significant claims and instances of potential litigations. Based on review of opinion provided by the legal advisors / internal legal team, management is of the opinion that no material cash outflow in respect of these claims is expected to be paid by the Company in these legal cases over and above the existing provision in the books of accounts. The Company has elected not to present the complete disclosures as required by IAS 37 "Provision and Contingent Liabilities and Contingent Assets" as management is of the view that since the legal claims are sub-judice and are disputed, therefore this information may be prejudicial to their position on these matters. Also refer Note 14.
Certain other contingent liabilities may arise during the normal course of business, which based on the information presently available, either cannot be quantified at this stage or in the opinion of the management is without any merit. However, in the opinion of management, these contingent liabilities are not likely to result in any cash outflows for the Group.
16 Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
| Available- for-sale |
|||
|---|---|---|---|
| Loans and receivables (at |
financial assets (at fair |
||
| amortized cost) | value) | Total | |
| 31 March 2017 (unaudited) | AED'000 | AED'000 | AED'000 |
| Assets as per statement of financial position | |||
| Available-for-sale financial assets | 20,574 | 20,574 | |
| Trade and other receivables excluding | |||
| prepayments and advances | 147,902 | 147,902 | |
| Due from related parties | 1,819,963 | 1,819,963 | |
| Long term fixed deposits | 50,580 | 50,580 | |
| Bank balances | 506,712 | 506,712 | |
| 2,525,157 | 20,574 | 2,545,731 | |
| Amortised cost |
|||
| 31 March 2017 (unaudited) | AED'000 | ||
| Liabilities as per statement of financial | |||
| position | |||
| Trade and other payables | 686,598 | ||
| Retentions payable | 39,977 | ||
| Borrowings | 414,771 | ||
| Due to a related party | 12,299 | ||
| 1,153,645 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2017 (continued)
Financial instruments by category (continued) 16
| Loans and receivables (at amortized cost) |
Available- for- sale financial assets (at fair value) |
Total | |
|---|---|---|---|
| 31 December 2016 (Audited) | AED'000 | AED'000 | AED'000 |
| Assets as per statement of financial position | |||
| Available-for-sale financial assets | 22,186 | 22,186 | |
| Trade and other receivables excluding | |||
| prepayments and advances | 111,411 | 111,411 | |
| Due from related parties | 1,954,449 | 1,954,449 | |
| Long term fixed deposits | 50,377 | 50,377 | |
| Bank balances | 645,718 | 645,718 | |
| 2,761,955 | 22,186 | 2,784,141 | |
| Amortised | |||
| cost | |||
| 31 December 2016 (Audited) | AED'000 | ||
| Liabilities as per statement of financial | |||
| position | |||
| Trade and other payables | 742,767 | ||
| Retentions payable | 29,029 | ||
| Borrowings | 438,679 | ||
| Due to related parties | 12,299 | ||
| 1,222,774 |
The following table presents the Group's financial assets that are measured at fair value, by valuation method:
| Level 1 AED'000 |
Total AED'000 |
|
|---|---|---|
| As at 31 March 2017 (unaudited) | ||
| Available-for-sale financial assets | 20,574 | 20,574 |
| As at 31 December 2016 (audited) | ||
| Available-for-sale financial assets | 22,186 | 22,186 |
The carrying value less impairment provision of trade receivables is assumed to be approximate their fair values keeping in view the period over which these are expected to be realised. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Other receivables and payables approximate their fair values.
19