Page 28 - ar2012

TEHO INTERNATIONAL INC LTD

Annual Report 2012

26

Note:

(1)

Pursuant to the Lease Agreement dated 1 August 2010 between TEHO Ropes &

Supplies Pte. Ltd. and Asdev Investments Pte. Ltd. (where a director of the Company is

the sole director and shareholder) for taking a lease in respect of the property located at 1

Commonwealth Lane #09-23/24/25 One Commonwealth, Singapore 149544.

Audit and Non-Audit Fees

During the fnancial year under review, the aggregate amount of fees paid or payable to the

External Auditors of the Company for the audit and non-audit services amounted to $85,000

and $42,500 respectively.

For the purposes of good governance and Rule 1204(6)(b) of the Catalist Rules, the AC

has undertaken a review of the fees and expenses payable to the External Auditors for all

non-audit services in the fnancial year. The non-audit services performed by the External

Auditors for FY2012 are not services prohibited by the Rules and in the AC’s opinion would

not affect the independence of the External Auditors.

Non-Sponsor Fees

In compliance with Rule 1204(21) of the Catalist Rules, there was no non-sponsor fee paid

to the Sponsor, Canaccord Genuity Singapore Pte. Ltd. (formerly known as Collins Stewart

Pte. Limited), for FY2012.

Material Contracts and Loans

Pursuant to Rule 1204(8) of the Catalist Rules, the Company confrms that except as

disclosed in the Report of Directors and Financial Statements, there were no other material

contracts and loans of the Company and its subsidiaries involving the interests of the

executive directors or any director or controlling shareholder, either still subsisting at the end

of the fnancial year or if not then subsisting, which were entered into since the end of the

previous fnancial year.

Risk Management

The Company does not have a Risk Management Committee. However, the executive

directors and management regularly reviews the Group’s business and operational activities

to identify areas of signifcant business risks as well as appropriate measures to control

and mitigate these risks. Management reviews signifcant control policies and procedures

and highlights the signifcant matters to the Board and the AC. Furthermore, the AC had

recommended to the Board who had accepted the appointment of EYA to conduct a Risk

Management Assessment of the Company as mentioned under Principle 12.

The directors of the company are pleased to present their report together with the audited

fnancial statements of the company and of the group for the reporting year ended 30 June

2012.

1 Directors at Date of Report

The directors of the company in office at the date of this report are:

Lim See Hoe

Lim Siew Cheng

Kwah Thiam Hock

Khoo Ming Hon

Terrance Tan Kong Hwa

2 Arrangements to Enable Directors to Acquire Benefts by Means of the

Acquisition of Shares and Debentures

Neither at the end of the reporting year nor at any time during the reporting year did

there subsist any arrangement whose object is to enable the directors of the company to

acquire benefits by means of the acquisition of shares or debentures in the company or

any other body corporate.

3 Directors’ Interests in Shares and Debentures

The directors of the company holding office at the end of the reporting year had no

interests in the share capital of the company and related corporations as recorded in

the register of directors’ shareholdings kept by the company under section 164 of the

Companies Act, Chapter 50 except as follows:

Name of directors in which

At beginning of the At end of the

interests are held

reporting year

Number of shares

Company

Lim See Hoe

39,909,659

Lim Siew Cheng

16,500,111

Report of Corporate

Governance

Directors’ Report