SEC Form 17-A: Annual Report - the solid group inc website

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50 Item 7. FINANCIAL STATEMENTS The consolidated financial statements and schedules to Financial Statements and Supplementary Schedules are filed as part of this Form 17 - A. (B) Information on Independent Accountant and Other Related Matters (1) External Audit Fees And Services (a) Under the caption Audit and Audit-Related Fees, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the external auditor for : 1. The audit of the registrant’s annual financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements for those fiscal years: The audit fees of our present external auditor, Punongbayan and Araullo for the examination of our annual audited financial statements, including those of our subsidiaries for the years ended December 31, 2012 and 2011 amounted to P5 million and P4.66 million, respectively. Also, audit fees for the short period reports as well as long form reports in 2012 and 2011 as required for the filing of merger of the various subsidiaries of the Company amounted to P210 thousand and P1.21 million, respectively. The audit fee of Grant Thornton for the examination of Fil- Dragon for the years ended December 31, 2012 and 2011 amounted to HK$274,000 and HK$245,000, respectively. 2. Other assurance and related services by the external auditor that are reasonably related to the performance of the audit or review of the registrant’s financial statements. None for 2012 and 2011. (b) Under the caption “Tax Fees”, the aggregate fees billed in each of the last two (2) fiscal years for professional services rendered by the external auditor for tax accounting, compliance, advice, planning and any other form of tax services. Registrant shall describe the nature of the services comprising the fees disclosed under this category. The tax fees paid to the Tax Division of Punongbayan and Araullo for tax consultation and advisory services of our Company and those of our subsidiaries for the year ended December 31, 2012 and 2011 amounted to P204 thousand and P276 thousand, respectively. Also, fees paid to the Tax and Compliance Division for the assistance on the merger of the Companies’ subsidiaries, Solid Manila Corporation and Solid Corporation amounted to P200 thousand and P689 thousand in 2012 and 2011, respectively. (c) Under the caption “All Other Fees”, the aggregate fees billed in each of the last two (2) fiscal years for products and services provided by the external auditor, other than the services reported under items (a) & (b) above. Registrants shall describe the nature of the services comprising the fees disclosed under this category. There were no other fees paid for the years 2012 and 2011. (d) The audit committee’s approval policies and procedures for the above services.
51 The overall scope of the audit was reviewed and approved by the Audit Committee. The terms of engagement of the audit were also reviewed and approved by the Audit Committee. The scope and terms of engagement of the tax consultation and advisory services were also reviewed and approved by the Audit Committee. Upon the favorable endorsement by the Audit Committee, the proposed terms of engagement of services are submitted for approval to the Board of Directors. All of the above services were approved by the Board of Directors. Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company has no disagreements with the current accountant on accounting and financial disclosure. On June 28, 2012, the Company reappointed Punongbayan and Araullo (P&A) as its external auditors for the year 2012. There was no change in our existing accountant for the years 2012 and 2011. PART III – CONTROL AND COMPENSATION INFORMATION Item 9. Directors and Executive Officers of the Issuer A. Directors, Executive Officers, Promoters and Control Persons (1) Directors, including Independent Directors and Executive Officers There are nine (9) seats in the Board. The term of office of each member is one (1) year. The names, ages and citizenship of current directors and executive officers are as follows: Position Name Age Citizenship Chairman Emeritus Elena S. Lim 83 Filipino Chairman of the Board Susan L. Tan 59 Filipino Director and President and Chief Executive Officer David S. Lim 57 Filipino Director and Sr. VP and Chief Operating Officer Jason S. Lim 56 Filipino Director and Sr. VP and Chief Financial Officer Vincent S. Lim 54 Filipino Director Quintin Chua 53 Australian Director Luis-Maria Zabaljauregui 65 Filipino Director Joseph Lim 86 Filipino Director and VP for Business Beda T. Manalac 52 Filipino Development VP and Treasurer Lita Joaquin 52 Filipino Corporate Secretary Roberto V. San Jose 70 Filipino
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SOLID GROUP INC. April 30, 2013 THE
Page 3 and 4: 12. Check whether the issuer: (a) h
Page 5 and 6: 1 PART I. BUSINESS AND GENERAL INFO
Page 7 and 8: 3 Solid Laguna Corporation (SLC) wa
Page 9 and 10: 5 Status of any-publicly announced
Page 11 and 12: 7 • Distributoship Agreement with
Page 13 and 14: 9 Major Risks involved in the Busin
Page 15 and 16: 11 reform. On August 13, 1997, Soli
Page 17 and 18: 13 The above lease contracts are re
Page 19 and 20: 15 The number of shareholders of re
Page 21 and 22: 17 Item 6. Management’s Discussio
Page 23 and 24: 19 2010 Revenue improved by 17% in
Page 25 and 26: 21 broadband segment posted P267 mi
Page 27 and 28: 23 Advances from related parties am
Page 29 and 30: 25 Other operating income amounted
Page 31 and 32: 27 Total assets reached P11,716 mil
Page 33 and 34: 29 Cost of rentals amounted to P38
Page 35 and 36: 31 Property, plant and equipment am
Page 37 and 38: 33 thumb of 2 : 1 by achieving a cu
Page 39 and 40: 35 vii. Causes for any Material Cha
Page 41 and 42: 37 Principally due to additional co
Page 43 and 44: 39 The decrease was mainly in relat
Page 45 and 46: 41 Non-current trade and other rece
Page 47 and 48: 43 Principally due to other compreh
Page 49 and 50: 45 Increase was due to higher trade
Page 51 and 52: 47 Cost of real estate sold - 37% d
Page 53: 49 Mainly from higher commissions,
Page 57 and 58: 53 Mr. Joseph Lim is the Founding C
Page 59 and 60: 55 executive officers Susan L. Tan
Page 61 and 62: 57 Common Lim, Elena S. 1,894 (dire
Page 63 and 64: 59 2. The Company has no transactio
Page 67 and 68: 62 SOLID GROUP, INC. INDEX TO FINAN
Page 69 and 70: 64 INDEX TO EXHIBITS Form 17-A No.
Page 71: 66 EXHIBIT 18 SUBSIDIARIES OF THE R
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- 2 - Notes 2012 2011 LIABILITIES A
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SOLID GROUP INC. AND SUBSIDIARIES C
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SOLID GROUP INC. AND SUBSIDIARIES C
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SOLID GROUP INC. AND SUBSIDIARIES N
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- 3 - (b) Mergers of Certain Subsid
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- 5 - 2.2 Adoption of New and Amend
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- 7 - (iii) Consolidation Standards
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- 9 - (vii) PAS 32 (Amendment), Fin
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- 11 - (c) PAS 32 (Amendment), Fina
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- 13 - 2.5 Financial Assets Financi
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- 15 - Non-compounding interest and
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- 17 - An item of property, plant a
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- 19 - If the business combination
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- 21 - (e) Sale of real estate - Re
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- 23 - Foreign currency gains and l
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- 25 - (b) Defined Contribution Pla
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- 27 - 2.23 Equity Capital stock re
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- 29 - (d) Distinction Between Inve
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- 31 - (d) Estimating Useful Lives
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- 33 - (d) (e) Distribution segment
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- 35 - The total segment balances p
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- 37 - The net cash flows attributa
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- 39 - Other receivables consist pr
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- 41 - A reconciliation of the carr
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- 43 - Borrowing costs incurred fro
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A reconciliation of the carrying am
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- 47 - The changes in the carrying
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- 49 - Information relating to sign
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- 51 - Other accrued expenses inclu
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- 53 - 19. OTHER INCOME 19.1 Other
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- 55 - These expenses are classifie
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- 57 - 22.2 Post-employment Benefit
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- 59 - For determination of the pos
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- 61 - The reconciliation of tax on
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- 63 - The net deferred tax liabili
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- 65 - 24. EQUITY 24.1 Capital Stoc
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- 67 - The Group’s outstanding re
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- 69 - 26.5 Advances to and from Re
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- 71 - 26.10 Key Management Personn
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- 73 - (d) Gain on Sale of Assets S
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- 75 - 28.9 Others As of December 3
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- 77 - The Group’s management con
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- 79 - 30. CATEGORIES AND FAIR VALU
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Supplementary Schedules SOLID GROUP
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Solid Group Inc. and Subsidiaries S
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SOLID GROUP INC. Schedule I Reconci
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SOLID GROUP INC. AND SUBSIDIARIES S
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PAS 33 Earnings per Share a PAS 34
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SEC Form 17-A: Annual Report - the solid group inc website

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