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31 December 2012
NOTESTO FINANCIAL STATEMENTS
GEO ENERGY RESOURCES LIMITED | Annual Report 2012 57
2 RESTRUCTURING EXERCISE (cont’d)
E. Acquisition of shares in Geo Coal International Pte. Ltd. (“GCI”)
Pursuant to a sale and purchase agreement dated 30 December 2011 entered into between Bounty
Success Venture Ltd and the Company, the Company acquired from Bounty Success Venture Ltd 100% of
GCI, comprising 100 shares, for a cash consideration of S$100 (or US$77 based on an exchange rate of
US$1 : S$1.3 being the closing exchange rate on 30 December 2011 published by the Monetary Authority of
Singapore).
The aggregate consideration of S$100 (US$77) for the transfer of the 100 shares in GCI was determined
based on arm’s length negotiations on normal commercial terms, with reference to the issued and paid up
share capital of GCI as at 30 December 2011. As a result of the transfer of shares of GCI, the Company
became the registered owner of 100% of the shares in GCI.
F. Acquisition of shares in PT Bumi Enggang Khatulistiwa (“BEK”)
Pursuant to an assignment agreement dated 31 December 2011 entered into between Edy Gunawan,
Laurensius, Charles Antonny Melati, Darmin (acting as president director of SBJ), and Richard Kennedy
Melati (the “BEK Assignment Agreement”), SBJ received 99.98% of BEK, comprising 4,999 shares. As a
result of the transfer of shares of BEK, SBJ became the registered owner of 99.98% of the shares in BEK.
Richard Kennedy Melati holds the remaining 0.02% of the shares in BEK.
The Group resulting from the above Restructuring Exercise as disclosed in Notes 2A to 2E is regarded as
a continuing entity as the Group is ultimately controlled by the common shareholders both before and after
the Restructuring Exercise. Accordingly, although the Company is only incorporated on 24 May 2010, the
consolidated fnancial statements of the Group for the fnancial year ended 31 December 2012 and 2011
have been prepared using the principles of merger accounting on the basis that the Restructuring Exercise
transfers the equity interest in the combining entities under the common control to the Company has been
effected as at the beginning of the fnancial year presented in these consolidated fnancial statements, or
since their respective dates of establishment whichever is the shorter period.
The subsidiaries which are acquired by the Company pursuant to the Restructuring Exercise as disclosed
in Notes 2A to 2E were under the common control of “Melati Family ” members comprising Charles Antonny
Melati, Richard Kennedy Melati, Huang She Thong, Ng See Yong and Yanto Melati, and “Surya Family”
members comprising of Dhamma Surya and Darmin.
Both Melati Family and Surya Family have acted in concert throughout the fnancial year and also control
the Company both before and after the Restructuring Exercise. Accordingly, the formation of the Group
pursuant to the Restructuring Exercise as disclosed in Notes 2A to 2E is regarded as business combination
involving entities under common control.
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING – The fnancial statements have been prepared in accordance with the historical cost
basis except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of
the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).
ADOPTION OF NEW AND REVISED STANDARDS – On 1 January 2012, the Group adopted all the new and
revised FRSs and Interpretations of FRS (“INT FRS”) that are effective from that date and are relevant to its
operations. The adoption of these new/revised FRSs and INT FRSs does not result in changes to the Group’s and
Company’s accounting policies and has no material effect on the amounts reported for the current or prior years.