Annual Report 2012 - Dialog

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122 l Dialog Axiata PLC l Annual Report 2012 Notes to the Financial Statements 36 Business combinations Acquisition of Suntel Limited (a) The Company’s wholly owned subsidiary, Dialog Broadband Networks (Private) Limited (DBN), entered into a Share Purchase Agreement on 14 December 2011 with the shareholders of Suntel Limited (Suntel) to purchase 100 percent equity shares of Suntel. Suntel became a wholly owned subsidiary of DBN with effect from 21 March 2012 and accordingly the assets and liabilities of Suntel Limited were consolidated into the Group. The total consideration for the acquisition of Suntel was Rs. 4,057,918,108 which was fully settled as at 30 September 2012 in cash in accordance with Share Purchase Agreement . The resultant goodwill to the Group on the acquisition was Rs. 6,353,391,403. (b) Suntel was amalgamated with DBN, in accordance with provisions of the Companies Act, No. 07 of 2007 (the “Act”) with effect from 15 May 2012. Accordingly, Suntel ceased to exist and was removed from the Register by the Registrar-General of Companies and all the assets, rights, liabilities and obligations of Suntel were succeeded by DBN in accordance with the Act. (c) The following table summarises the consideration paid for Suntel Limited, the fair value of assets acquired,liabilites assumed at the acquisition date. Consideration at 31 December 2012: Amount (‘000) Cash 4,057,918 Total consideration transferred 4,057,918 Recognised amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents 228,527 Property, plant and equipment (Note 8) 2,041,746 Intangibles 214,136 Trade and other receivables 1,672,022 Trade and other payables (5,770,565) Provision for other liabilities (123,522) Pre-paid revenue (201,746) TDC disbursement (191,434) Retirement benefit obligation (94,476) Borrowings (56,546) Finance lease liabilities (13,615) Total net assets acquired (2,295,473) Goodwill 6,353,391 Total 6,353,391 (d) Goodwill primarily consist of expected growth potential of the combined operation. (e) The amount of revenue and the net results of Suntel Limited has been reported together with DBN since Suntel was amalgamated with DBN as disclosed in (b) above.
Annual Report 2012 l Dialog Axiata PLC l 123 (f) Acquisition related costs of Rs. 372,126,631 have been charged to administrative costs in the Group statement of comprehensive income during the year ended 31 December 2012. Investment in Digital Commerce Lanka (Private) Limited (g) On 9 December 2012, DAP entered in to an investment Agreement with Digital Commerce Lanka (Private) Limited (‘DCL’) to acquire an entry stake of 26% at a valuation of USD 1,590,000. The resultant goodwill on this acquisition amounted to Rs. 205,267,400 and is included in the carrying amount of the investment. 37 Related party transactions (a) The Directors of the Company are also Directors of the following companies: Datuk Azzat Dr Hansa Mr. Moksevi Dato’ Sri Mr. Jayantha Mr. Mohd Mr. James Mr. Mohamed Kamaludin Wijayasuriya Prelis Jamaludin Dhanapala Khairil Kevin Maclaurin Muhsin Ibrahim Loh Abdullah Association for Social Development - - x - - - - - Axiata Group Bhd x - - x - - - - Axiata Investments (Indonesia) Sdn Bhd - - - - - - x - Axiata Investments (Labuan) Limited - - - - - - x - Axiata Investments (Singapore) Limited - - - - - - x - Axiata Investments 1 (India) Limited - x - - - - - - Axiata Investments 2 (India) Limited - x - - - - - - Axiata Lanka (Private) Limited - x - - - - x - Axiata Management Services Sdn Bhd - - - - - - x - Axiata SPV1 (Labuan) Limited - - - - - - x - Axiata SPV 2 Bhd - - - x - - x - Axiata SPV 3 Sdn Bhd - - - x - - x - Boustead Heavy Industries Corp. Bhd x - - - - - - - Boustead Holdings Bhd x - - - - - - - Capital Trust Asset Management (Private) Limited - - x - - - - - Capital Trust Corporate Solutions (Private) Limited - - x - - - - - Capital Trust Financial (Private) Limited - - x - - - - - Capital Trust Securities (Private) Limited - - x - - - - - Capital Trust Treasuries (Private) Limited - - x - - - - - Cargills (Ceylon) PLC - - - - x - - - Celcom Axiata Bhd - - - x - - x - Celcom Mobile Sdn. Bhd x - - - - - - - Ceylon Petroleum Corporation - x - - - - - - Colombo Stock Exchange Limited - - x - - - - - Communiq Broadband Network (Private) Limited - x x - - - - -
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Dialog Axiata PLC l Annual Report 2
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Introduction to the Company Dialog
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Annual Report 2012 l Dialog Axiata
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Mr. Moksevi Prelis Independent, Non
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Mr. James Maclaurin Non-Independent
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Group NPAT Rs. Mn +23% 7,000 6,000
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Gross Debt to Equity 2.0 1.5 1.0 0.
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Dialog Axiata PLC - Financial Revie
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EBITDA Annual Report 2012 l Dialog
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Table 1: Market information on DIAL
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Figure 4: Trend in Composition of S
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Financial Reports Annual Report of
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Annual Report 2012 - Dialog

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