24th Apr 2014 07:00
24 April 2014
Kubera Cross-Border Fund Limited
Annual Results for the year ended 31 December 2013
Kubera Cross-Border Fund Limited ("KUBC" or the "Fund") (LSE/AIM: KUBC) has issued its annual audited results for the year ended 31 December 2013.
Financial Highlights
· Net asset value of the Fund as at 31 December 2013 of US$0.54 per share (US$0.82 per share as at 31 December 2012)
· Distribution in June 2013 of US$3.29 million or US$ 0.03 per share, pro rata to all shareholders of the Fund in cash from the Fund's additional paid-in capital
· Consolidated net investment loss for the year of US$28.26 million
· Consolidated realized loss on investment in securities for the year of US$34.69 million
· Consolidated unrealized gain on investments in securities for the year of US$6.43 million
Electronic and printed copies of the annual report will be sent to shareholders shortly. Copies of the report will be available, free of charge, from the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, and will be available at the Fund's website www.kuberacrossborderfund.com.
About Kubera Cross-Border Fund Limited
Kubera Cross-Border Fund Limited is a closed-end investment company incorporated in the Cayman Islands and traded on the AIM market of the London Stock Exchange. The Fund makes private equity investments in cross-border companies, primarily in businesses that operate in the US-India corridor. The Fund's investment manager, Kubera Partners, brings a strong track record of investing in or managing such businesses. Several of the Fund's portfolio companies also benefit from business activities in the growing Indian domestic market. For further information on the Fund, please visit www.kuberacrossborderfund.com
For more information contact:
Kubera Partners, LLC (Investment Manager of Kubera Cross-Border Fund Limited)
Ramanan Raghavendran, Managing Partner
Email: [email protected]
Numis Securities Limited (Broker)
David Benda, Director
Tel.:+44 (0) 20 7260 1275
Email: [email protected]
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett, Partner/ David Hignell, Manager/ Jamie Barklem, Executive
Tel.: +44 (0) 20 7383 5100
Email: [email protected]
Disclaimer:
This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Fund and its portfolio companies. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Fund or its portfolio companies' actual performance to be materially different from any future performance expressed or implied by such forward-looking statements. Such forward-looking statements are based on assumptions regarding the Fund and its portfolio companies present and future business strategies and the political and economic environment in which they operate. Reliance should not be placed on these forward-looking statements, which reflect the view of Kubera Partners, LLC as of the date of this release only.
CHAIRMAN'S STATEMENT
On behalf of the Board of Directors, I am pleased to present the audited financial statements of Kubera Cross-Border Fund Limited ("KUBC" or the "Fund") and its subsidiaries (collectively, the "Group") for the year ended 31 December 2013.
NAV and Discount
KUBC's audited NAV per share decreased by 34% from US$0.82 to US$0.54 between 31 December 2012 and 31 December 2013. KUBC's share price decreased by 37% from US$0.49 to US$0.31 from 31 December 2012 to 31 December 2013. For the corresponding period, the discount to NAV per share increased from 40% to 43%.
Since the inception of the Fund, the aggregate value in rupee terms, has devalued relative to the US dollar by over 39.5%. The Fund's performance in rupee terms (including both realized and unrealized values), as of the 31st December 2013 NAV, amounts to a multiple of 1.2x of cost; in dollar terms as mentioned above it is 0.87x (inclusive of total distributions of $ 0.33/share).
Investments
Under the terms of the Investment Management Agreement, the Investment Manager has sole authority over the disposition and realisation of KUBC's investments. Given the substantial co-investment made by members of the Investment Manager alongside KUBC in each of the Group's investments, the Investment Manager's interests are aligned with shareholders.
Portfolio Valuations
The Group's financial statements are prepared in accordance with US GAAP. The valuations of investments are reviewed and approved by the Audit Committee of the Board, on a quarterly basis. All investments are recorded at estimated fair value, in accordance with SFAS 157 that defines and establishes a framework for measuring fair value. The NAV is calculated on this basis. The methodology underlying the Group's investment valuations is consistent with previous periods.
Change of Administrator and Amendment to Investment Management Agreement
On 10 June 2013, the Fund announced that it had appointed IOMA Fund and Investment Management Limited ("IOMA") as administrator, registrar and company secretary. IOMA will work closely with Cim Fund Services Ltd in Mauritius, which will continue as administrator and secretary of Kubera Cross-Border Fund (Mauritius) Limited, a subsidiary of the Fund, and will continue to assist in providing administrative services to the Fund and its other subsidiaries.
The Company has also amended the terms of the investment management agreement entered into with the Manager, reducing the investment management fees payable to the Manager by the amount of the administration fees payable to IOMA.
Closing Remarks
The Manager's report on pages 4 to 5 provides information on the investment environment in India, together with progress regarding the implementation of the Group's realisation policy and performance of each of the Company's investments. Further detailed information on investments, quarterly net asset values and other material events relating to the Fund are available through news releases made to the London Stock Exchange available on www.londonstockexchange.co.uk under ticker KUBC and through the Fund's website at www.kuberacrossborderfund.com
Martin M. Adams
Chairman
INVESTMENT MANAGER'S REPORT
India Economic Review
Indian gross domestic product (GDP) growth declined marginally to 4.7% in the quarter ending December 2013 compared to 4.8% in the preceding quarter. This decline was primarily on account of contraction in manufacturing output during the quarter. High cost of borrowing and delays in securing government approvals have stalled corporate investments and squeezed cash flows, while high inflation and a slower pace of hiring have shaken consumer confidence and forced households to reduce spending.
During the year, India received a total capital inflow of USD 13.46 billion from Foreign Institutional Investors (FIIs), with equity markets receiving a net inflow of USD 20.55 billion while debt markets witnessed a net outflow of USD 7.09 billion. As a result of the high capital inflows into equity markets, the benchmark equity index (Sensex) rose 8% during the year, whereas the broader market index (the NIFTY Midcap) underperformed the Sensex by a significant margin, and was down by 4% during the year.
The rupee continues to trade at the lower end of its range, but appreciated marginally to end the year at 61.8 rupees to the US dollar. Since January 2013, the rupee has weakened by 13% and was amongst the top losing currencies globally in 2013.
Quarterly portfolio summary
At close of business on 31st December 2013, the Fund's audited net asset value per share ("NAV") was US$ 0.54. The aggregate of shareholder distributions to date and the NAV amount to US$ 0.87 per share. The denomination of the Fund is US Dollars; the Fund does not hedge the currency risk relating to its investments denominated in Indian rupees.
The Investment Manager remains focused on realizing the remaining portfolio, details of which are provided in this report. Despite the challenges of a slowing economy and the nature of the remaining assets of the portfolio, the Investment Manager is hopeful that the portfolio will be fully realized in the next two to three years.
Independent Auditors' Report
To the Shareholders' and Board of Directors of
Kubera Cross-Border Fund Limited
We have audited the accompanying consolidated financial statements of Kubera Cross-Border Fund Limited and its subsidiaries (collectively referred to as the 'Group'), which comprise the consolidated statements of assets and liabilities, including the consolidated schedule of investments as of 31 December 2013 and 31 December 2012 and the related consolidated statements of operations, consolidated statements of changes in net assets, and the consolidated statements of cash flows for the years then ended, and the related notes to the consolidated financial statements.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of 31 December 2013 and 31 December 2012, the results of their operations, the changes in their net assets and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.
KPMG
Mumbai, India
23 April 2014
Kubera Cross-Border Fund Limited | ||||||
Consolidated Statement of Assets and Liabilities | ||||||
as at 31 December 2013 | ||||||
(Stated in United States Dollars) | ||||||
Note | 2013 | 2012 | ||||
Assets | ||||||
Investments in securities, at fair value | 2(d), 2(e), 15 | 53,897,712 | 87,538,696 | |||
Loans to portfolio companies | 2(f), 10, 11 | 5,171,566 | 5,171,566 | |||
Cash and cash equivalents | 2(i), 5 | 5,328,391 | 6,262,012 | |||
Prepaid expenses | 117,384 | 17,700 | ||||
Total assets | 64,515,053 | 98,989,974 | ||||
Liabilities | ||||||
Accounts payable | 113,025 | 457,480 | ||||
Tax liability | 2(k), 7 | - | - | |||
Total liabilities | 113,025 | 457,480 | ||||
Net assets | 64,402,028 | 98,532,494 | ||||
Analysis of net assets | ||||||
Capital and reserves | ||||||
Share capital | 6 | 1,097,344 | 1,097,344 | |||
Additional paid-in capital | 6 | 111,886,393 | 115,178,423 | |||
Accumulated deficit | (53,808,935) | (25,923,431) | ||||
59,174,802 | 90,352,336 | |||||
Non-controlling interest | 8 | 5,227,226 | 8,180,158 | |||
5,227,226 | 8,180,158 | |||||
Total shareholders' interests | 64,402,028 | 98,532,494 | ||||
Net asset value per share | 0.59 | 0.90 | ||||
Approved by the Board of Directors on 23 April 2014 and signed on its behalf:
Director
See accompanying notes to the consolidated financial statements. |
Kubera Cross-Border Fund Limited | |||||||||||||
Consolidated Schedule of Investments | |||||||||||||
as at 31 December 2013 | |||||||||||||
(Stated in United States Dollars) | |||||||||||||
2013 | 2012 | ||||||||||||
Name of the entity | Industry | Country | Instrument | Number | Fair | % of | Number | Fair | % of | ||||
of shares | Cost | value | net assets | of shares | Cost | value | net assets | ||||||
NeoPath Limited (Previously known as Venture Infotek Limited) | Investment holdingcompany | Mauritius | Equity shares | 18,284,614 | - | 100,000 | 0.16% | 18,284,615 | - | 100,000 | 0.10% | ||
Preferred shares | 9,643,610 | - | 5,336,679 | 8.29% | 15,020,297 | - | 13,935,758 | 14.14% | |||||
- | 5,436,679 | 8.45% | - | 14,035,758 | 14.24% | ||||||||
Adayana, Inc. | Education | United States of America | Series A (2007) convertible participating preferred stock | 3,750,000 | - | - | - | 3,750,000 | 15,000,000 | 13,932,845 | 14.14% | ||
Series B (2007) convertible preferred stock | 1,250,000 | - | - | - | 1,250,000 | 5,000,000 | 4,644,282 | 4.71% | |||||
Common stock | 16,667 | - | - | - | 16,667 | 50,001 | 46,444 | 0.05% | |||||
Warrants convertible to common stock | 83,580 | - | - | - | 83,580 | 16,800 | - | 0.00% | |||||
- | - | - | 20,066,801 | 18,623,570 | 18.90% | ||||||||
Essel Shyam Communication Limited | Media services | India | Compulsorily convertible preference shares | 5,555,056 | 12,208,914 | 22,122,731 | 34.34% | 5,555,056 | 12,208,914 | 22,736,110 | 23.08% | ||
Equity shares | 1,125,315 | 2,473,220 | 4,481,510 | 6.96% | 1,125,315 | 2,473,220 | 4,605,765 | 4.67% | |||||
14,682,134 | 26,604,241 | 41.30% | 14,682,134 | 27,341,875 | 27.75% | ||||||||
Name of the entity
Ocimum Biosolutions (India) Limited |
Industry
Life sciences |
Country
India |
Instrument
Compulsorily convertible preference shares |
Number of shares
3,818,162 |
Cost
14,000,000 |
Fair value
99,974 |
% of net assets
0.16% |
Number of shares
3,818,162 |
Cost
14,000,000 |
Fair value
99,974 |
% of net assets
0.10% | ||
Equity shares | 1,000 | 3,667 | 26 | 0.00% | 1,000 | 3,667 | 26 | 0.00% | |||||
14,003,667 | 100,000 | 0.16% | 14,003,667 | 100,000 | 0.10% | ||||||||
Greenearth Education Limited (Previously known as Kejriwal Stationery Holdings Limited) | Stationery products | Singapore | Convertible redeemable preference shares | 455,172 | - | - | - | 455,172 | 20,000,000 | 100,000 | 0.08% | ||
- | - | - | 20,000,000 | 100,000 | 0.08% | ||||||||
Synergies Castings Limited | Automotive components | India | Compulsorily convertible cumulative preference shares | 5,333,334 | 10,000,000 | 6,602,938 | 10.25% | 5,333,334 | 10,000,000 | 8,445,307 | 8.57% | ||
Equity shares | 10,543,614 | 16,333,556 | 13,053,530 | 20.27% | 10,543,614 | 16,333,556 | 16,695,759 | 16.94% | |||||
26,333,556 | 19,656,468 | 30.52% | 26,333,556 | 25,141,066 | 25.51% | ||||||||
Spark Capital Advisors (India) Private Limited | Financial services | India | Equity shares | 55,079 | 1,500,000 | 1,500,000 | 2.33% | 55,079 | 1,500,000 | 1,500,000 | 1.52% | ||
1,500,000 | 1,500,000 | 2.33% | 1,500,000 | 1,500,000 | 1.52% | ||||||||
GSS Infotech Limited (Previously known as GSS America Infotech Limited) | IT infrastructure | India | Equity shares | 1,000,000 | 10,225,274 | 600,324 | 0.93% | 1,000,000 | 10,225,274 | 696,427 | 0.71% | ||
10,225,274 | 600,324 | 0.93% | 10,225,274 | 696,427 | 0.71% | ||||||||
Total investments in securities | 66,744,631 | 53,897,712 | 83.69% | 106,811,432 | 87,538,696 | 88.84% | |||||||
See accompanying notes to the consolidated financial statements. |
Kubera Cross-Border Fund Limited | |||||
Consolidated Statement of Operations | |||||
for the year ended 31 December 2013 | |||||
(Stated in United States Dollars) | |||||
Note | 2013 | 2012 | |||
Investment income | |||||
Interest | 2(d), 2(f) | 103,207 | 10,082 | ||
Dividend | 2(d) | 162,027 | - | ||
Other income | 275,888 | 200 | |||
541,122 | 10,282 | ||||
Expenses | |||||
Investment management fee | 2(n), 3 | 1,961,097 | 1,997,076 | ||
Carried interest | 2(n), 3 | - | 686,950 | ||
Professional fees | 249,719 | 287,238 | |||
Insurance | 102,425 | 98,751 | |||
Directors' fees and expenses | 4 | 87,485 | 210,418 | ||
Administration fees | 96,233 | 36,500 | |||
License fees | 17,432 | 14,034 | |||
Custodian fees | 17,087 | 23,127 | |||
Brokerage | - | 75,000 | |||
Cost of reports to shareholders | 7,055 | 15,902 | |||
Other expenses | 83,783 | 62,122 | |||
2,622,316 | 3,507,118 | ||||
Net investment loss before tax | (2,081,194) | (3,496,836) | |||
Taxation | 2(k), 7 | - | - | ||
Net investment loss after tax | (2,081,194) | (3,496,836) | |||
Realized and unrealized gain / (loss) on investments | |||||
Net realized (loss) / gain on investment in securities * | 2(d), 2(e) | (34,690,114) | 3,768,239 | ||
Net change in unrealized gain / ( loss) on investments in securities | 2(d), 2(e) | 6,425,817 | (10,858,149) | ||
Net loss on investments | (28,264,297) | (7,089,910) | |||
Net decrease in net assets resulting from operations | (30,345,491) | (10,586,746) | |||
Equity holding of parent | (27,885,504) | (9,943,689) | |||
Non-controlling interest | (2,459,987) | (643,057) | |||
(30,345,491) | (10,586,746) | ||||
*Includes cost of investments written-off during the year
See accompanying notes to the consolidated financial statements. |
Kubera Cross-Border Fund Limited | |||||||||
Consolidated Statement of changes in Net Assets | |||||||||
for the year ended 31 December 2013 | |||||||||
(Stated in United States Dollars) | |||||||||
Share | Additional | Accumulated | Non-controlling | Total | |||||
capital | paid-in capital | deficit | interest | ||||||
As at 1 January 2012 | 1,097,344 | 117,373,109 | (15,979,742) | 9,156,704 | 111,647,415 | ||||
Capital contribution | - | (2,194,686) | - | (333,489) | (2,528,175) | ||||
Net decrease in net assets resulting from operations | - | - | (9,943,689) | (643,057) | (10,586,746) | ||||
As at 31 December 2012 | 1,097,344 | 115,178,423 | (25,923,431) | 8,180,158 | 98,532,494 | ||||
As at 1 January 2013 | 1,097,344 | 115,178,423 | (25,923,431) | 8,180,158 | 98,532,494 | ||||
Capital distribution | - | (3,292,030) | - | (492,945) | (3,784,975) | ||||
Net decrease in net assets resulting from operations | - | - | (27,885,504) | (2,459,987) | (30,345,491) | ||||
As at 31 December 2013 | 1,097,344 | 111,886,393 | (53,808,935) | 5,227,226 | 64,402,028 | ||||
See accompanying notes to the consolidated financial statements. |
Kubera Cross-Border Fund Limited | |||||
Consolidated Statement of Cash flows | |||||
for the year ended 31 December 2013 | |||||
(Stated in United States Dollars) | |||||
2013 | 2012 | ||||
Cash flow from operating activities | |||||
Net decrease in net assets resulting from operations | (30,345,491) | (10,586,746) | |||
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by / (used) in operating activities | |||||
Net unrealized (gain) / loss on investments in securities | (6,425,817) | 10,858,149 | |||
Realized gain on investment in securities | 34,690,114 | (3,768,239) | |||
Purchase of investment securities | (236,892) | - | |||
Proceeds from sale of investment in securities | 5,613,579 | 3,768,239 | |||
Repayment of loan given to a portfolio company | - | 25,000 | |||
Change in operating assets and liabilities: | |||||
Increase in prepaid expenses | (99,684) | (1,812) | |||
Decrease in interest receivable | - | 65,821 | |||
(Decrease) / Increase in accounts payables | (344,455) | 47,565 | |||
Net cash provided by in operating activities | 2,851,354 | 407,977 | |||
Cash flow from financing activities | |||||
Capital distribution to non-controlling interest shareholders | (492,945) | (333,489) | |||
Capital distribution | (3,292,030) | (2,194,686) | |||
Net cash used in financing activities | (3,784,975) | (2,528,175) | |||
Net decrease in cash and cash equivalents during the year | (933,621) | (2,120,198) | |||
Cash and cash equivalents at beginning of the year | 6,262,012 | 8,382,210 | |||
Cash and cash equivalents at end of the year | 5,328,391 | 6,262,012 | |||
See accompanying notes to the consolidated financial statements. |
Kubera Cross-Border Fund Limited
Notes to the consolidated financial statements
for the year ended 31 December 2013
(Stated in United States Dollars)
1. Organization and principal activity
Kubera Cross-Border Fund Limited (the "Fund") was incorporated in the Cayman Islands on 23 November 2006 as an exempted company with limited liability.
The Fund is a closed-end investment company trading on the AIM market of the London Stock Exchange. The Fund makes private equity investments in cross-border companies, primarily in businesses that operate in the US-India corridor.
The Fund is managed by Kubera Partners, LLC (the "Investment Manager"), a Delaware limited liability company. The Investment Manager is responsible for the day-to-day management of the Fund's investment portfolio in accordance with the Fund's investment objective and policies and has full discretionary investment management authority.
The Fund is a Limited Partner in Kubera Cross-Border Fund LP (the "Partnership"), an exempted limited partnership formed on 28 November 2006, in accordance with the laws of the Cayman Islands. The primary business of the Partnership is to invest in, purchase and sell investments for the purpose of carrying out an investment strategy that is consistent with the strategy described in the Admission Document and Offering Memorandum of the Fund.
Kubera Cross-Border Fund (GP) Limited, a company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Fund, serves as the General Partner of the Partnership.
The Partnership holds 100% ownership in Kubera Cross-Border Fund (Mauritius) Limited ("Kubera Mauritius"), a company incorporated in Mauritius. The primary business of Kubera Mauritius is to carry on business as an investment holding company.
Kubera Mauritius holds 100% ownership in New Wave Holdings Limited, a company incorporated in Mauritius. The primary business of New Wave Holdings Limited is to carry on business as an investment holding company.
IOMA Fund and Investment Management Limited (the "Administrator") is the administrator of the Fund.
2. Significant accounting policies
The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles ("US GAAP"). The significant accounting policies adopted by the Company are as follows:
a. Use of estimates
US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the results of operations during the reporting period and the reported amounts of increases and decreases in net assets from operations during the reporting period. Significant estimates and assumptions are used for, but not limited to, accounting for the fair values of investments in portfolio companies. Management believes that the estimates made in the preparation of the financial statements are prudent and reasonable. Actual results could differ from those estimates. Changes in estimates are reflected in the financial statements in the period in which the changes are made and if material, these effects are disclosed in the notes to the financial statements.
b. Functional currency
The measurement and presentation currency of the financial statements is the United States dollar rather than the local currency of Cayman Island reflecting the fact that subscriptions to and redemptions from the Company are made in United States dollars and the Company's operations are primarily conducted in United States dollars.
c. Basis of consolidation
The consolidated financial statements include the accounts of the Fund and its wholly owned subsidiary, Kubera Cross-Border Fund (GP) Limited and its majority owned subsidiaries, Kubera Cross-Border Fund LP, Kubera Cross-Border Fund (Mauritius) Limited and New Wave Holdings Limited (together referred to as the 'Group'). All material inter-company balances and transactions have been eliminated.
d. Investment transactions and related investment income and expenses
Substantially all securities are held in the custody of Kotak Mahindra Bank Limited. Investment transactions are accounted for on a trade date basis.
Realized gains and losses and movements in unrealized gains and losses are recognized in the statement of operations and determined on weighted average cost method basis. Movements in fair value are recorded in the statement of operations at each valuation date.
Dividend income is recognized on the ex-dividend date and is presented net of withholding taxes. Interest income and expense are recognized on an accruals basis except for securities in default for which interest is recognized on a cash basis.
e. Fair value
Definition and hierarchy
Investments are recorded at estimated fair value as at the balance sheet date. The Group follows ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.
ASC 820 establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value as determined by the Board of Directors are classified and disclosed in one of the following categories:
Level I - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level II - Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.
Level III - Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Group's own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.
In determining fair value, the Group uses various valuation approaches. Inputs that are used in determining fair value of an instrument may include price information; quotations received from market makers, brokers, dealers and / or counterparties (when available and considered reliable); credit data; volatility statistics and other factors. Inputs, including price information, may be provided by independent pricing services or derived from market data. Inputs can be either observable or unobservable.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level III. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Valuation
Listed equity securities
Investments in equity securities that are freely tradable and are listed on a national securities exchange are valued at their last sales price as of the valuation date. These investments are classified as Level I in the fair value hierarchy and include common stocks and preferred stock.
Private company
Investment in private company consists of a direct ownership of common and / or preferred stock of a privately held company. The transaction price, excluding transaction costs, is typically the Group's best estimate of fair value at inception. When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values in the investment's principal market under current market conditions.
The Group performs ongoing reviews based on an assessment of trends in the performance of each underlying investment from the inception date through the most recent valuation date. These assessments typically incorporate the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt capital markets and changes in financial ratios or cash flows.
Valuation process
The Group establishes valuation processes and procedures to ensure that the valuation techniques for investments that are categorized within Level III of the fair value hierarchy are fair, consistent, and verifiable. The Group designates the Investment Manager to oversee the entire valuation process of the Group's investments.
The Investment Manager is responsible for reviewing the Group's written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies.
Valuations determined by the Investment Manager are required to be supported by market data, third-party pricing sources; industry accepted pricing models, or other methods the Investment Manager deems to be appropriate, including the use of internal proprietary pricing models.
The following table summarizes the valuation of the Group's investments based on ASC 820 fair value hierarchy levels as of 31 December 2013.
Total
| Level I | Level II | Level III | |
Investments in securities | 53,897,712 | 600,324 | - | 53,297,388 |
|
|
|
| |
Total | 53,897,712 | 600,324 | - | 53,297,388 |
|
|
|
|
The changes in the investments classified as Level III are as follows:
Balance at 1 January 2013 | 86,842,269 |
Investment in securities (additional working capital for an existing investment) | 236,892 |
Proceeds from sale (Refer note 15) | (5,613,579) |
Transfers in (out of) Level III | - |
Realized loss for the year | (34,690,114) |
Change in net unrealized gain | 6,521,920 |
Balance at 31 December 2013 | 53,297,388 |
____________ | |
Unrealized gains included in earnings relating to investments held at 31 December 2013 | 6,521,920 |
The following table summarizes the valuation of the Group's investments based on ASC 820 fair value hierarchy levels as of 31 December 2012.
Total
| Level I | Level II | Level III | |
Investments in securities | 87,538,696 | 696,427 | - | 86,842,269 |
|
|
|
| |
Total | 87,538,696 | 696,427 | - | 86,842,269 |
|
|
|
|
The changes in the investments classified as Level III are as follows:
Balance at 1 January 2012 | 97,592,169 |
Purchases during the year | - |
Proceeds from sale (Refer note 15) | (3,768,239) |
Transfers in (out of) Level III | - |
Realized gains for the year | 3,768,239 |
Change in net unrealized loss | (10,749,900) |
Balance at 31 December 2012 | 86,842,269 |
__________ | |
Unrealized losses included in earnings relating to investments held at 31 December 2012 | 10,749,900 |
Total realized and unrealized gains and losses, if any, recorded for the Level III investment is reported in net realized gain (loss) on investments in securities and net change in unrealized gain (loss) on investments in securities respectively, in the statement of operations.
f. Loans, loans impairment and interest income recognition
Loans are reported at their outstanding principal balances net of impairment. The portfolio consists of loans provided to subsidiaries of portfolio companies and bear interest at a market rate based on the borrower's credit quality, the term and face value of the loans. Interest is recognized over the life of the loans at the loan's effective rate of interest. The Group may require collateral for the loans. The Group has not and does not intend to sell these loans receivable. Net changes in loans receivable are included in net cash provided by operating activities in the consolidated statement of cash flows. The allowance for doubtful loans account is the Group's best estimate of the amount of credit losses from the Group's loans. The allowance is determined on an individual loan basis if it is probable that the Group will not collect all principal and interest contractually due. The Group considers borrowers' historical payment patterns, borrowers' credit ratings as published by credit rating agencies, if available, borrowers' business performance and general and industry specific economic factors in determining the borrowers' probability of default.
As per Para 310-10-35-22 of ASC 310 on "Receivables", the impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral-dependent. The Group does not accrue interest when a loan is considered impaired. When ultimate collectability of the principal balance of the impaired loan is in doubt, all cash receipts on impaired loans are applied to reduce the principal amount of such loans until the principal has been recovered and are recognized as interest income thereafter. Impairment losses are charged against the allowance and increases in the allowance are charged to impairment loss in statement of operations. Loans are written off against the impairment allowance when all possible means of collection have been exhausted and the potential for recovery is considered remote. The Group resumes accrual of interest when it is probable that the Group will collect the remaining principal and interest of an impaired loan. Loans become past due based on how recently payments have been received.
g. Foreign currency translation
Assets and liabilities denominated in a currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate as at the reporting date. Purchases and sales of investments and income and expenses denominated in currencies other than U.S. dollars are translated at the exchange rate on the respective dates of such transactions.
The Group does not generally isolate that portion of the results of operations arising as a result of changes in the foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain (loss) is included in net realized and unrealized gain (loss) on investments.
h. Buy back
The Fund repurchases its shares by allocating the excess of repurchase price over par value against additional paid-in capital.
i. Cash and cash equivalents
Cash and cash equivalents includes highly liquid investments, such as money market funds, that are readily convertible to known amounts of cash within 90 days from the date of purchase. All cash balances are held at major banking institutions.
j. Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
k. Income taxes
The current charge for income taxes is calculated in accordance with the relevant tax regulations applicable to the Group. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amount of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using prevailing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits of which future realization is not more likely than not.
l. Fair value of financial instruments other than investment in securities
The Group's investments are accounted as described in Note 2(e). The Group's financial instruments include other current assets, accounts payable and accrued expenses, which are realizable or to be settled within a short period of time. The carrying amounts of these financial instruments approximate their fair values.
m. Comprehensive income
The Group has no comprehensive income other than the net income disclosed in the statement of operations. Therefore, a statement of comprehensive income has not been prepared.
n. Investment management fees
On 17 January 2013 and subsequently on 7 June 2013, the Board of Directors of the Company fixed the management fees for the years 2013 to 2015. Provided that if at any time prior to 31 December 2015, the Net Asset Value does not drop below 15 per cent of the Net Asset Value as at 1 January 2013, the Company shall pay a management fee to the Manager which shall be:
· US$1,997,079 per annum for the period from 1 January 2013 to 31 December 2014 less the administration fee payable to IOMA Fund and Investment Management Limited ("IOMA") for such period;
· US$1,697,515 for the period from 1 January 2015 to 31 December 2015 less the administration fee payable to IOMA.
For periods subsequent to 31 December 2015 the management fee will be negotiated by both parties at that time.
Carried interest
Under the terms of the Partnership Agreement, Kubera Cross-Border Incentives SPC - Carried Interest SP, the Special Limited Partner of the Partnership and an affiliate of the Investment Manager, is entitled to receive a carried interest from the Partnership equivalent to 20 per cent, of the aggregate return over investment received by the Partnership following the full or partial cash realization of an investment.
Aggregate return, for the purposes of calculating the carried interest, is defined as the net realized gains reduced by the net unrealized losses of the Partnership to the date of such distribution. Realized and unrealized gains or losses on each investment are determined on the most recent announced NAV immediately prior to the date of such distribution.
The payment of carried interest is conditional upon the fact that the last announced adjusted NAV of the Fund prior to the date of distribution should be equal to or greater than the Par Value. The adjusted NAV is arrived at by adding back the value of any income or capital distributions made by the Fund to its shareholders.
In addition, the carried interest payment is adjusted such that, the aggregate cumulative amount of carried interest paid at the date of such distribution will equal 20 per cent, of the eligible carried interest proceeds.
Eligible carried interest proceeds may not be less than zero.
o. Recent accounting pronouncements
In June 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope Measurement and Disclosure Requirements ("ASU 2013-08"). ASU 2013-08 provides clarifying guidance to determine if an entity qualifies as an investment company. ASU 2013-08 also requires an investment company to measure non-controlling interests in other investment companies at fair value. The following disclosures will also be required upon adoption of ASU 2013-08: (i) whether an entity is an investment company and is applying the accounting and reporting guidance for investment companies; (ii) information about changes, if any, in an entity's status as an investment company; and (iii) information about financial support provided or contractually required to be provided by an investment company to any of its investees. The requirements of ASU 2013-08 are effective for fiscal years that begin after 15 December 2013. The Investment Manager is currently evaluating the impact, if any, that these updates will have on its financial condition or results of operations.
3. Investment management fees and carried interest
Investment management fees
For the year ended 31 December 2013, the Fund paid / provided for US$ 1,961,097 towards the investment management fee.
For the year ended 31 December 2012, the investment management fee was fixed at two per cent per annum of the Fund's net asset value, to be paid quarterly in advance based on the published net asset value of the Fund of the previous quarter. During the year ended 31 December 2012, the Group paid / provided for US$ 1,997,076 towards the investment management fee.
Carried interest
During the year ended 31 December 2013, no carried interest was paid / provided for by the Fund. During the year ended 31 December 2012, the Fund paid / provided for US$ 686,950 as carried interest.
4. Directors' fees and expenses
The Fund pays each of its directors an annual fee of £20,000 and the Chairman is paid an annual fee of £25,000, plus reimbursement for out-of-pocket expenses incurred in the performance of their duties. The members of the Audit Committee are paid an annual fee of £2,000 and the Chairman of the Audit Committee is paid an annual fee of £5,000. Mr. Raghavendran has waived his director's fees as long as he is interested in the Investment Manager.
The Fund does not remunerate its directors by way of share options and other long term incentives or by way of contribution to a pension scheme.
5. Cash and cash equivalents
2013 | 2012 | |
Cash at bank | 5,328,391 | 732,578 |
Time deposits | - | 5,529,434 |
|
| |
5,328,391 | 6,262,012 | |
|
|
6. Share capital and additional paid-in capital
2013 | 2012 | |
Authorized share capital:
1,000,000,000 ordinary shares of $0.01 each |
10,000,000 |
10,000,000 |
Number ofShares | ShareCapital | Additional paid-in capital | Total | |
As at 1 January 2012 | 109,734,323 | 1,097,344 | 117,373,109 | 118,470,453 |
Capital distribution | - | - | (2,194,686) | (2,194,686) |
As at 31 December 2012 | 109,734,323 | 1,097,344 | 115,178,423 | 116,275,767 |
As at 1 January 2013 | 109,734,323 | 1,097,344 | 115,178,423 | 116,275,767 |
Capital distribution | - | - | (3,292,030) | (3,292,030) |
As at 31 December 2013 | 109,734,323 | 1,097,344 | 111,886,393 | 112,983,737 |
7. Income taxes
Under the laws of the Cayman Islands, the Fund, Kubera Cross-Border Fund (GP) Limited and Kubera Cross-Border Fund LP, are not required to pay any tax on profits, income, gains or appreciations and, in addition, no tax is to be levied on profits, income, gains, or appreciations or which is in the nature of estate duty or inheritance tax on the shares, debentures or other obligations of the Fund and its Cayman based subsidiaries, or by way of withholding in whole or part of a payment of dividend or other distribution of income or capital by the Fund and its Cayman based subsidiaries, to its members or a payment of principal or interest or other sums due under a debenture or other obligation of the Fund and its Cayman based subsidiaries.
Under laws and regulations in Mauritius, the Fund's majority owned subsidiaries, Kubera Cross-Border Fund (Mauritius) Limited and New Wave Holdings Limited, are liable to pay income tax on their net income at a rate of 15%. They are however entitled to a tax credit equivalent to the higher of actual foreign tax suffered or 80% of Mauritius tax payable in respect of their foreign source income tax thus reducing their maximum effective tax rate to 3%. Both subsidiaries have received a tax residence certificate from the Mauritian authorities certifying that they are residents of Mauritius, which is renewable on an annual basis subject to meeting certain conditions and which make them eligible to obtain benefits under the Double Tax Avoidance Treaty between Mauritius and India.
2013 | 2012 | |
Tax reconciliation | ||
Net decrease in net assets resulting from operations | (30,345,491) | (10,586,746) |
Add: Non allowable expense Less: Movement in unrealized gain on investment in securities / warrants | - - | 75,240 - |
Add: Movement in net unrealized loss on investment in securities / warrants Less: Movement in realized gain on investment in securities Add: Movement in realized loss on investment in securities Less: Exempt income | -
(5,376,687) 40,066,801 (270,784) | 10,858,149
(3,768,239)
(10,082) |
Less: Movement in net unrealized gain on investment in securities | (6,425,817) | - |
Less: Adjustment of brought forward loss
Net taxable income / (loss) Tax @ 15% | -
(2,351,978) - | -
(3,431,678) - |
Foreign tax paid Foreign tax credit | 33,174 - | - - |
Tax charge | - | - |
As at 31 December 2013, New Wave Holdings Limited had accumulated tax losses of US$ 51,610 and therefore no provision for income tax liability arises for the year. The accumulated tax losses can be used and set off against future taxable profits as follows:
Up to the year ending 31 December 2014 - USD 20,391
Up to the year ending 31 December 2016 - USD 16,896
Up to the year ending 31 December 2018 - USD 19,323
The components of deferred tax balances are as follows:
` | 2013 | 2012 |
Deferred tax assets | ||
Business losses - New Wave Holdings Limited | 1,548 | 1,119 |
Less: Valuation allowance | (1,548) | (1,119) |
|
| |
Total deferred tax assets | Nil | Nil |
|
|
The Group has established a valuation allowance against the deferred tax asset related to business loss. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Accordingly, based on projections of future taxable income of the periods in which the deferred tax assets would be realizable, management is of the view that it is more likely than not, that the Group will not realize the benefits of the deferred tax assets. Accordingly, the Group has created a valuation allowance against the entire amount of deferred tax assets as of 31 December 2013.
ASC 740, "Accounting for Income Taxes" clarifies when and how to recognize tax benefits in the financial statements with a two-step approach of recognition and measurement. It also requires the enterprise to make explicit disclosures about uncertainties in their income tax positions, including a detailed roll-forward of tax benefits taken that do not qualify for financial statement recognition. There are no uncertain tax positions and related interest and penalties as of 31 December 2013.
The Fund monitors proposed and issued tax law, regulations and cases to determine the potential impact to uncertain income tax positions. As at 31 December 2013 and 31 December 2013, there are no potential subsequent events that would have a material impact on unrecognized income tax benefits within the next twelve months.
8. Non-controlling interest
2013 | 2012 | |
Share capital | 7,648,511 | 8,141,456 |
Accumulated share of loss | 2,421,285 | 38,702 |
_________ |
| |
Total | 5,227,226 | 8,180,158 |
|
| |
Non-controlling interest is primarily composed of the partnership interests of Kubera Cross-Border Incentives SPC - Co-Investment Segregated Portfolio, a Cayman Islands company and an affiliate of the Investment Manager, in the consolidated affiliates.
9. Transactions with related parties
A. The following table lists the related parties of the Group:
Name | Nature of relationship |
Wijayaraj Anandakumar Mahadeva | Director* |
Ramanan Raghavendran | Director |
Michel Casselman | Independent Director* |
Martin Michael Adams | Independent Director |
Robert Michael Tyler | Independent Director |
Pravin Ratilal Gandhi | Independent Director* |
Kubera Partners LLC | Investment Manager |
Kubera Cross-Border Incentives SPC - Carried Interest SP | Special Limited Partner of the Partnership |
* Resigned w.e.f. 17 January 2013
B. During the period transactions with related parties are as disclosed below:
i. Transactions during the year
2013 | 2012 | |
Investment management fees paid to Investment Manager | 1,961,097 | 1,997,076 |
Carried interest to Kubera Cross-Border Incentives SPC - Carried Interest SP | - | 686,950 |
Expenses incurred by Kubera Partners LLC on behalf of the Fund | 73,074 | 47,542 |
Director fee and reimbursement of expenses paid to Michel Casselman | 16,398 | 44,106 |
Director fee, consultancy fees, audit committee member fee and reimbursement of expenses paid to Martin Michael Adams | 81,109 | 76,943 |
Director fee, consultancy fees, audit committee member fee and reimbursement of expenses paid to Robert Michael Tyler | 43,384 | 43,133 |
Director fee paid to Pravin Ratilal Gandhi | 6,000 | 41,486 |
ii. Amounts outstanding as at 31 December
2013 | 2012 | |
Consultancy fees payable to Martin Michael Adams | - | 33,600 |
Consultancy fees payable to Robert Michael Tyler | - | 3,000 |
Consultancy fees payable to Pravin Ratilal Gandhi Consultancy fees payable to Michel Casselman | - - | 6,000 12,000 |
10. Loans to portfolio companies
Loans receivable as at 31 December 2013 are given below:
Borrower name | Sector | Cost | Date of loan | Carrying rate of interest (% p.a.) | Date of maturity |
Ocimum Biosolutions Inc * | Life Sciences | 2,525,035 | 6 December 2010 | 20.0 | 6 December 2012 |
Synergies Castings USA Inc. (secured) | Automotive Components | 1,500,000 | 3 February 2013 | 12.5 | 3 August 2015 |
Synergies Castings USA Inc. (secured) | Automotive Components | 1,000,000 | 3 February 2013 | 12.5 | 3 August 2015 |
Synergies Castings USA Inc. (unsecured) | Automotive Components | 575,000 | 3 February 2013 | 7.0 | 3 August 2015 |
Total | 5,600,035 |
*Includes accrued interest of US $ 25,035
Loans receivable as at 31 December 2012 are given below:
Borrower name | Sector | Cost | Date of loan | Carrying rate of interest (% p.a.) | Date of maturity |
Ocimum Biosolutions Inc * (secured) | Life Sciences | 2,525,035 | 6 December 2010 | 20.0 | 6 December 2012 |
Synergies Castings USA Inc. (secured) | Automotive Components | 1,500,000 | 1 February 2012 | 12.5 | 3 February 2013 |
Synergies Castings USA Inc. (secured) | Automotive Components | 1,000,000 | 1 February 2012 | 12.5 | 3 February 2013 |
Synergies Castings USA Inc. (unsecured) | Automotive Components | 575,000 | 30 March 2011 | 7.0 | Repayment of $25,000 starting from Oct 2011 till Nov 2013 |
Total | 5,600,035 | ||||
*Includes accrued interest of US $ 25,035
11. Impairment loss on loans
The activity in the impairment loss on loan and recorded investment in loans (unrated) for the years ended 31 December 2013 and 2012 is as follows:
2013 | 2012 | |||||
Automotive components
| Life Sciences | Total | Automotive components
| Life Sciences | Total | |
Impairment loss on loan account: | ||||||
Opening balance* | - | 428,469 | 428,469 | - | 428,469 | 428,469 |
Provision during the year | - | - | - | - | - | - |
Closing balance | - | 428,469 | 428,469 | - | 428,469 | 428,469 |
Loans to portfolio companies: | ||||||
Closing balance of loans individually assessed for impairment |
3,075,000 |
2,096,566 |
5,171,566 |
3,075,000 |
2,096,566 |
5,171,566 |
* Includes interest accrued written off of US$ 25,035
The recorded investment in loans and related impairment allowance as at 31 December 2013 is given below:
Industry | Recorded Investment | Unpaid principal balance | Impairment allowance | Average recorded investment | Interest income Recognized |
Automotive components | 3,075,000 | 3,075,000 | - | 3,075,000 | 99,945 |
Life Sciences | 2,525,035 | 2,525,035 | 428,469 | 2,525,035 | - |
Total |
5,600,035 |
5,600,035 |
428,469 |
5,600,035 |
99,945 |
The recorded investment in loans and related impairment allowance as at 31 December 2012 is given below:
Industry | Recorded investment | Unpaid principal balance | Impairment allowance | Average recorded investment | Interest income recognized |
Automotive components | 3,075,000 | 3,075,000 | - | 3,075,000 | - |
Life Sciences | 2,525,035 | 2,525,035 | 428,469 | 2,525,035 | - |
Total |
5,600,035 |
5,600,035 |
428,469 |
5,600,035 |
- |
The following table provides an analysis of the aging of the past due loans receivable as of 31 December 2013:
Industry | 30-60 Days past due | 61-90 Days past due | Greater than 90 Days past due | Total past due | Total financing receivables | Recorded investment > 90 days and accruing |
Automotive components | - | - | - | - | - | - |
Life Sciences | - | - | 2,096,566 | 2,096,566 | 2,096,566 | - |
Total | _______ - |
- |
2,096,566 |
2,096,566 |
2,096,566 |
- |
The following table provides an analysis of the aging of the past due loans receivable as of 31 December 2012:
Industry | 30-60 Days past due | 61-90 Days past due | Greater than 90 Days past due | Total past due | Total financing Receivables | Recorded investment > 90 days and accruing |
Automotive components | 50,000 | - | 225,000 | 275,000 | 3,075,000 | - |
Life Sciences | - | - | 2,096,566 | 2,096,566 | 2,096,566 | - |
Total | _______ 50,000 |
- |
2,321,566 |
2,371,566 |
5,171,566 |
- |
12. Financial instruments and associated risks
The Group's investment activities expose it to various types of risks, which are associated with the financial instruments and markets in which it invests. The financial instruments expose the Group in varying degrees to elements of liquidity, market and credit risk. The following summary is not intended to be a comprehensive summary of all risks inherent in investing in the Group and reference should be made to the Group's admission document for a more detailed discussion of risks.
a) Market risk
Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market variables such as interest, foreign exchange rates and equity prices, whether those changes are caused by factors specific to the particular security or factors that affect all securities in the markets. Investments are typically made with a specific focus on India and thus are concentrated in that region. Political or economic conditions and the possible imposition of adverse governmental laws or currency exchange restrictions in that region could cause the Group's investments and their markets to be less liquid and prices more volatile. The Group is exposed to market risk on all of its investments.
b) Industry risk
The Group's investments may have concentration in a particular industry or sector and performance of that particular industry or sector may have a significant impact on the Group. The Group's investments may also be subject to the risk associated with investing in private equity securities. Investments in private equity securities may be illiquid and subject to various restrictions on resale and there can be no assurance that the Group will be able to realize the value of such investments in a timely manner.
c) Credit risk
Credit risk is the risk that an issuer/counterparty will be unable or unwilling to meet its commitments to the Group. Financial assets that are potentially subject to significant credit risk consist of cash and cash equivalents. The maximum credit risk exposure of these items is their carrying value.
d) Currency risk
The Group has assets denominated in currencies other than the US Dollar, the functional currency. The Group is therefore exposed to currency risk as the value of assets denominated in other currencies will fluctuate due to changes in exchange rates. The Group's cash and cash equivalents are held in US Dollars.
e) Liquidity risk
The Group is exposed to liquidity risk as a majority of the Group's investments are largely illiquid. Illiquid investments include any securities or instruments which are not actively traded on any major securities market or for which no established secondary market exists where the investments can be readily converted into cash. Reduced liquidity resulting from the absence of an established secondary market may have an adverse effect on the prices of the Group's investments and the Group's ability to dispose of them where necessary to meet liquidity requirements. As a result, the Group may be exposed to significant liquidity risk.
f) Political, economic and social risk
Political, economic and social factors, mainly changes in Indian laws or regulations and the status of India's relations with other countries may adversely affect the value of the Group's investments.
13. Financial highlights
The financial highlights presented below consist of the Fund's operating expenses and net operating loss ratios for the year ended 31 December 2013 and 31 December 2012, and the internal rate of return ("IRR") since the Fund's admission to trading on AIM, net of all expenses, including carried interest to the Investment Manager:
2013 | 2012 | |
Net operating loss | 31.46% | 7.87% |
Operating expenses before carried interest | 2.72% | 2.55% |
Carried interest | - | 0.62% |
Operating expenses after carried interest | 2.72% | 3.17% |
Cumulative IRR since inception (including realized & unrealized gains and losses) | (5.12% ) | (1.61% ) |
The net operating loss and operating expenses ratios are computed as a percentage of the Fund's average net asset value during the period. Both ratios are presented on an annualized basis. The IRR is computed based on the Fund's actual dates of the cash inflows (capital contributions), outflows (cash and stock distributions) and the ending net asset value at the end of the period/year (residual value) as of each measurement date.
14. Sale of investments held by NeoPath Limited
On 25 August 2010, NeoPath Limited (NeoPath), a portfolio company of New Wave Holdings Limited, sold its 100% holding in Venture Infotek Global Private Limited, its wholly owned subsidiary, to Atos Origin (Singapore) Pte Limited (Atos), a company incorporated and resident in Singapore, for a consideration of USD 110 million. As part of the terms of the share purchase agreement, USD 69.04 million was paid to NeoPath for its share of holding.
In April 2013, NeoPath entered into a settlement with Atos (with respect to the monies lying in escrow that were subject to an arbitration process) and received USD 13.07 million as a settlement amount. NeoPath distributed the same by way of buyback of 5,613,579 preferred shares; pursuant to which New Wave Holdings Limited received USD 5.61 million. New Wave Holdings Limited accounted for it as a realized gain on sale of investment in securities.
The only asset now left in NeoPath Limited is the withholding tax refund. Atos had deducted withholding tax towards Indian income tax of USD 15.96 million (the Group's share is USD 7.49 million) and deposited with the Government of India. NeoPath Limited is in the process of claiming a refund of the withholding tax based on its position that the capital gains realized on the sale is exempt from tax in India under the relevant provisions of the India-Mauritius tax treaty. Consequently, based on the tax counsel opinion, the entire amount of USD 15.96 million has been considered as fully recoverable and the present value of the expected tax refund has been included in the fair value estimate of the investment in NeoPath as at 31 December 2013.
15. Subsequent events
The Group further evaluated subsequent events from the balance sheet date through to 23 April 2014; the date at which the consolidated financial statements were available to be issued, and determined that there are no other items to disclose.
Related Shares:
KUBC.L