Quarterly Report • Mar 16, 2015
Quarterly Report
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REPORT AND FINANCIAL STATEMENTS 31 December 2014
| CONTENTS | PAGE |
|---|---|
| Board of Directors and other Officers | 1 |
| Report of the Board of Directors | 2 - 3 |
| Statement of the members of the Board of Directors responsibilities Declaration of the members of the Board of Directors and the company officials responsible for the preparation of the financial statements |
4 4 |
| Independent auditor's report | 5 - 6 |
| Statement of profit or loss and other comprehensive income | 7 |
| Statement of financial position | 8 |
| Statement of changes in equity | 9 |
| Cash flow statement | 10 |
| Notes to the financial statements | 11 - 20 |
| Additional information to the Statement of profit or loss and other comprehensive income | 21 - 25 |
| Board of Directors: | M.Flett Financial Consultants Ltd Christos Kaliptsidis Maria Christodoulou |
|---|---|
| Company Secretary: | M.Flett Financial Consultants Ltd |
| Independent Auditors: | L.Gnaftis & Co. Ltd Certified Public Accountants Anexartisias & Athinon Nora Court, 2nd floor 3040 Limassol Cyprus |
| Registered office: | Anexartisias & Athinon, Nora Court, 2nd floor Limassol 3040 Cyprus |
| Banker: | USB Bank Plc |
| Registration number: | ΗΕ220870 |
The Board of Directors presents its report and audited financial statements of the Company for the year ended 31 December 2014.
The principal activity of the Company, which is unchanged from last year, is the investments in shares of other companies.
The Company expands its operations in the United States of America (USA) and in the ligtht of this, the Company incorporated an associate company (Miipharos Inc.) in California, USA. The associate company was dormant throughout the year 2014.
The Company's results and financial position as shown in the audited financial statements on pages 7 to 20, could be considered satisfactory in light of the Group's growth prospects in the i-Beacon industry. Specifically:
a) The Company has not shown any income for the year under review as its 100% owned subsidiary (Kerverus IT (CY) Ltd) decided not to proceed with any dividend distribution. Even though the subsidiary was profitable, profits were retained to be used towards the subsidiary's operating plan.
b) The Company has managed to reduce its operating costs, before the authorised share capital increase expenses, mentioned in e) below, by 13.8%.
c) Losses of 32.793 Euros were recorded for the period under review. These came as a result of the Group's decision to deploy all resources on the development of 'Miipharos', benefits from which are expected in future periods.
d) As a short to medium term measure to increase ''share liquidity'' the Company has proceeded to a 1 to 10 ordinary share split during the year under review.
e) The Company has increased its Authorised Share Capital by 11,000,000 ordinary shares of 0.10 Euros each. These will be issued in due course in order to finance the Group's strategic objectives.
Additional details that relate to the operating environment of the Company as well as other risks and uncertainties are described in notes 3 and 16 of the financial statements.
The Company's results for the year are set out on page 7.
On 23rd of April 2014 the Company in the Annual General Meeting declared the payment of a final dividend of €18.100 (2013: €NIL).
On 20th of June 2014 the authorised share capital of the Company was increased to 2.910.000 ordinary shares of €1 each at par, thereby the authorised share capital was increased by 1.100.000 new ordinary shares of €1 each. Issued capital
There were no changes in the issued share capital of the company during the year under review.
As a company listed on the New Market of the Cyprus Stock Exchange (CSE), KERVERUS HOLDING IT (CY) PLC has not yet adopted CSE's Corporate Governance Code because it is not required by the New Market of the Cyprus Stock Exchange (CSE).
The members of the Company's Board of Directors as at 31 December 2014 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year ended 31 December 2014.
In accordance with the Company's Articles of Association all directors presently members of the Board continue in office.
There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
The Independent Auditors, L.Gnaftis & Co. Ltd, have expressed their willingness to continue in office and a resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
By order of the Board of Directors,
M.Flett Financial Consultants Ltd Secretary
Limassol, 13 March 2015
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (''the Law'') we, the members of the Board of Directors and the Company official responsible for the drafting of the financial statements of KERVERUS HOLDING IT (CY) PLC (the ''Company'') for the year ended 31 December 2014, on the basis of our knowledge, declare that:
(a) The annual financial statements of the Company which are presented on pages 7 to 20:
(i) have been prepared in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the provisions of Article 9, section (4) of the law, and
(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of KERVERUS HOLDING IT (CY) PLC and the subsidiary companies included in the financial statements as a whole (''the Group'') and
b) The Board of Directors' report provides a fair view of the developments and the performance as well as the financial position of the Company as a whole, together with α description of the main risks and uncertainties which they face.
M.Flett Financial Consultants Ltd
Christos Kaliptsidis
Maria Christodoulou
M.Flett Financial Consultants Ltd (Financial Manager)
Limassol, 13 March 2015
We have audited the financial statements of the parent company KERVERUS HOLDING IT (CY) PLC (the ''Company'') on pages 7 to 20 which comprise the statement of financial position as at 31 December 2014, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 and the requirements of the Stocks and Cyprus Stock Exchange laws and regulations, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements give a true and fair view of the financial position of parent company KERVERUS HOLDING IT (CY) PLC as at 31 December 2014, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 and the requirements of the Stocks and Cyprus Stock Exchange laws and regulations.
Pursuant to the additional requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 and 2013, we report the following:
Pursuant to the requirements of the Directive DI190-2007-04 of the Cyprus Securities and Exchange Commission, we report that a corporate governance statement has been made for the information relating to paragraphs (a), (b), (c), (f) and (g) of article 5 of the said Directive, and it forms a special part of the Report of the Board of Directors.
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 and 2013 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
We have reported separately on the consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2014.
Lambros Gnaftis, FCCA Certified Public Accountant and Registered Auditor for and on behalf of L.Gnaftis & Co. Ltd Certified Public Accountants
Limassol, 13 March 2015
| Note | 2014 € |
2013 € |
|
|---|---|---|---|
| Dividend income | - | 110.000 | |
| Other income Other expenses |
5 | 27 (32.651) |
122 (29.452) |
| Operating (loss)/profit | 7 | (32.624) | 80.670 |
| Finance costs | 8 | (161) | (272) |
| (Loss)/profit before tax | (32.785) | 80.398 | |
| Tax | 9 | (8) | (37) |
| Net (loss)/profit for the year | (32.793) | 80.361 | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the year | (32.793) | 80.361 |
31 December 2014
| Note | 2014 € |
2013 € |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets Investments in subsidiaries Investments in associated undertakings |
11 12 |
1.700.000 140 |
1.700.000 - |
| 1.700.140 | 1.700.000 | ||
| Current assets Receivables Receivables from own subsidiaries Cash at bank and in hand |
13 17 |
3.142 183.804 819 |
4.127 204.198 29.109 |
| 187.765 | 237.434 | ||
| Total assets | 1.887.905 | 1.937.434 | |
| EQUITY AND LIABILITIES | |||
| Equity Share capital Retained earnings |
14 | 1.810.000 68.764 |
1.810.000 119.657 |
| Total equity | 1.878.764 | 1.929.657 | |
| Current liabilities Trade and other payables Directors' current accounts - credit balances |
15 17 |
1.807 7.334 |
2.150 5.627 |
| 9.141 | 7.777 | ||
| Total equity and liabilities | 1.887.905 | 1.937.434 |
On 13 March 2015 the Board of Directors of KERVERUS HOLDING IT (CY) PLC authorised these financial statements for issue.
M.Flett Financial Consultants Ltd Christos Kaliptsidis Director Director
.................................... ....................................
| Note | Share capital € |
Retained earnings € |
Total € |
|
|---|---|---|---|---|
| Balance at 1 January 2013 | 1.810.000 | 39.296 | 1.849.296 | |
| Comprehensive income | ||||
| Net profit for the year | - | 80.361 | 80.361 | |
| Balance at 31 December 2013/ 1 January 2014 | 1.810.000 | 119.657 | 1.929.657 | |
| Comprehensive income | ||||
| Net loss for the year | - | (32.793) | (32.793) | |
| Transactions with owners | ||||
| Dividends | 10 | - | (18.100) | (18.100) |
| Balance at 31 December 2014 | 1.810.000 | 68.764 | 1.878.764 |
Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter will be payable on such deemed dividends to the extent that the shareholders (companies and individuals) are Cyprus tax residents. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders.
| 2014 | 2013 | ||
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | Note | € | € |
| (Loss)/profit before tax Adjustments for: |
(32.785) | 80.398 | |
| Dividend income | - | (110.000) | |
| Interest income | 5 | (27) | (122) |
| Cash flows used in operations before working capital changes | (32.812) | (29.724) | |
| Decrease/(increase) in receivables | 985 | (921) | |
| Decrease/(increase) in receivables from own subsidiaries | 20.394 | (80.737) | |
| Increase in directors' current accounts | 1.707 | (30.642) | |
| (Decrease)/increase in trade and other payables | (343) | 650 | |
| Cash flows used in operations | (10.069) | (141.374) | |
| Dividends received | - | 110.000 | |
| Tax paid | (8) | (37) | |
| Net cash flows used in operating activities | (10.077) | (31.411) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payment for purchase of investments in associated undertakings Interest received |
12 | (140) 27 |
- 122 |
| Net cash flows (used in)/from investing activities | (113) | 122 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Dividends paid | (18.100) | - | |
| Net cash flows used in financing activities | (18.100) | - | |
| Net decrease in cash and cash equivalents Cash and cash equivalents: |
(28.290) | (31.289) | |
| At beginning of the year | 29.109 | 60.398 | |
| At end of the year | 819 | 29.109 |
The Company KERVERUS HOLDING IT (CY) PLC (the ''Company'') was incorporated in Cyprus on 29 January 2008 as a private limited liability company under the Cyprus Companies Law, Cap. 113. Its registered office is at Anexartisias & Athinon, Nora Court, 2nd floor, Limassol, 3040, Cyprus.
The principal activity of the Company, which is unchanged from last year, is the investments in shares of other companies.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
The Company has prepared these parent's separate financial statements for compliance with the requirements of the Cyprus Income Tax Law.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The financial statements have been prepared under the historical cost convention.
The Company has also prepared consolidated financial statements in accordance with IFRSs for the Company and its subsidiaries (the ''Group''). The consolidated financial statements can be obtained from Anexartisias & Athinon, Nora Court, 2nd floor, 3040 Limassol, Cyprus.
Users of these parent's separate financial statements should read them together with the Group's consolidated financial statements as at and for the year ended 31 December 2014 in order to obtain a proper understanding of the financial position, the financial performance and the cash flows of the Company and the Group
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.
During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2014. This adoption did not have a material effect on the accounting policies of the Company.
At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.
The Company has subsidiary undertakings for which section 142(1)(b) of the Cyprus Companies Law Cap. 113 requires consolidated financial statements to be prepared and laid before the Company at the Annual General Meeting.The Group consolidated financial statements comprise the financial statements of the parent company KERVERUS HOLDING IT (CY) PLC and the financial statements of the following subsidiary, KERVERUS IT (CY) LTD.
The financial statements of all the Group companies are prepared using uniform accounting policies. All intercompany transactions and balances between Group companies have been eliminated during consolidation.
Subsidiaries are entities controlled by the Group. Control exists where the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified.
An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Company's share of the profit or loss and other comprehensive income of the associate. When the Company's share of losses of an associate exceeds the Company's interest in that associate (which includes any long-term interests that, in substance, form part of the Company's net investment in the associate), the Company discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over the Company's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Company's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss.
The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Company's investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
When an entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognised in the Company's financial statements only to the extent of interests in the associate that are not related to the Company.
Revenues earned by the Company are recognised on the following bases:
Dividend from investments in securities is recognised when the right to receive payment is established. Withheld taxes are transferred to profit or loss. Interest from investments in securities is recognised on an accruals basis.
Profits or losses from the sale of investments in securities represent the difference between the net proceeds and the carrying amount of the investments sold and is transferred to profit or loss.
The difference between the fair value of investments at fair value through profit or loss as at 31 December 2014 and the mid cost price represents unrealised gains and losses and is included in profit or loss in the period in which it arises. Unrealised gains and losses arising from changes in the fair value of available-forsale financial assets are recognised in equity. When available-for-sale financial assets are sold or impaired, the accumulated fair value adjustments are included in profit or loss as fair value gains or losses on investments, taking into account any amounts charged or credited to profit or loss in previous periods.
Interest income is recognised on a time-proportion basis using the effective interest method.
Dividend income is recognised when the right to receive payment is established.
Interest expense and other borrowing costs are charged to profit or loss as incurred.
Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.
Dividend distribution to the Company's shareholders is recognised in the Company's financial statements in the year in which they are approved by the Company's shareholders.
Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument.
For the purpose of the cash flow statement, cash and cash equivalents comprise cash at bank and in hand.
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.
Ordinary shares are classified as equity.
The Company is exposed to interest rate risk, credit risk, liquidity risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. Borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Company has no significant concentration of credit risk. The Company has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables.
3. Financial risk management (continued)
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Company's overall strategy remains unchanged from last year.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
The Company periodically evaluates the recoverability of investments in subsidiaries/associates whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries/associates may be impaired, the estimated future discounted cash flows associated with these subsidiaries/associates would be compared to their carrying amounts to determine if a write-down to fair value is necessary.
| 2014 | 2013 | |
|---|---|---|
| € | € | |
| Interest income | 27 | 122 |
| 27 | 122 | |
| Interest revenue is analysed as follows: | ||
| 2014 | 2013 | |
| € | € | |
| Bank deposits | 27 | 122 |
| 27 | 122 |
| 2014 | 2013 | |
|---|---|---|
| € | € | |
| Capital issue costs | 7.260 | - |
| Annual levy | 350 | 350 |
| Subscriptions and contributions | 627 | - |
| Computer software | - | 46 |
| Auditors' remuneration | 1.100 | 2.150 |
| Legal fees | 364 | - |
| Other professional fees | 14.553 | 24.340 |
| Overseas travelling | 2.750 | - |
| Cyprus Stock Exchange expenses | 5.647 | 2.521 |
| Sundry expenses | - | 45 |
| 32.651 | 29.452 | |
| 7. Operating (loss)/profit | ||
| 2014 | 2013 | |
| Operating (loss)/profit is stated after charging the following items: | € | € |
| Auditors' remuneration | 1.100 | 2.150 |
| 8. Finance costs | ||
| 2014 | 2013 | |
| € | € | |
| Sundry finance expenses | 161 | 272 |
| 161 | 272 | |
| 9. Tax | ||
| 2014 | 2013 | |
| € | € | |
| Defence contribution - current year | 8 | 37 |
| Charge for the year | 8 | 37 |
The tax on the Company's results before tax differs from the theoretical amount that would arise using the applicable tax rates as follows:
| 2014 | 2013 | |
|---|---|---|
| € | € | |
| (Loss)/profit before tax | (32.785) | 80.398 |
| Tax calculated at the applicable tax rates | (4.098) | 10.050 |
| Tax effect of expenses not deductible for tax purposes | 4.101 | 43 |
| Tax effect of allowances and income not subject to tax | (3) | (13.765) |
| Tax effect of tax loss for the year | - | 3.672 |
| Defence contribution current year | 8 | 37 |
| Tax charge | 8 | 37 |
The corporation tax rate is 12,5% (2012:10%).
Under certain conditions interest income may be subject to defence contribution at the rate of 30% (2012:15%). In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter.
| 2014 | 2013 | |
|---|---|---|
| € | € | |
| Final dividend paid | 18.100 | - |
| 18.100 | - |
On 23rd of April 2014 the Company in the Annual General Meeting declared the payment of a final dividend of €18.100 (2013: €NIL).
Dividends are subject to a deduction of special contribution for defence at 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter for individual shareholders that are residents of Cyprus.
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| Balance at 1 January | € 1.700.000 |
€ 1.700.000 |
||||
| Balance at 31 December | 1.700.000 | 1.700.000 | ||||
| The details of the subsidiaries are as follows: | ||||||
| Name | Country of incorporation |
Principal activities | 2014 Holding |
2013 Holding |
2014 | 2013 |
| KERVERUS IT (CY) LTD |
Cyprus | Development of application software and the sale of use of this software through internet |
% 100 |
% 100 |
€ 1.700.000 |
€ 1.700.000 |
| 12. Investments in associated undertakings | 1.700.000 | 1.700.000 | ||||
| 2014 € |
2013 € |
|||||
| Balance at 1 January Additions |
- 140 |
- - |
||||
| Balance at 31 December | 140 | - |
The details of the investments are as follows:
| Name | Country of incorporation |
Principal activities | Holding % |
2014 € |
|---|---|---|---|---|
| Miipharos Inc. | California, United States of America |
Representation and promotion of software applications, specifically of the new, innovative application product 'Miipharos' |
34 | 140 |
| 140 |
The Company was dormant throughout the year 2014.
| 2014 | 2013 | |
|---|---|---|
| € | € | |
| Deposits and prepayments | - | 2.000 |
| Refundable VAT | 3.142 | 2.127 |
| 3.142 | 4.127 |
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.
The exposure of the Company to credit risk and impairment losses in relation to trade and other receivables is reported in note 3 of the financial statements.
| 2014 Number of shares |
2014 € |
2013 Number of shares |
2013 € |
|
|---|---|---|---|---|
| Authorised | ||||
| Ordinary shares of €1 each | 1.810.000 | - | 1.810.000 | - |
| 1.100.000 | - | - | - | |
| 2.910.000 | - | 1.810.000 | - | |
| Issued and fully paid | ||||
| Balance at 1 January | 1.810.000 | 1.810.000 | 1.810.000 | 1.810.000 |
| Balance at 31 December | 1.810.000 | 1.810.000 | 1.810.000 | 1.810.000 |
On 20th of June 2014 the authorised share capital of the Company was increased to 2.910.000 ordinary shares of €1 each at par, thereby the authorised share capital was increased by 1.100.000 new ordinary shares of €1 each.
There were no changes in the issued share capital of the company during the year under review.
| 2014 | 2013 | |
|---|---|---|
| € | € | |
| Accruals | 1.807 | 2.150 |
| 1.807 | 2.150 |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
The ongoing global liquidity crisis which commenced in the middle of 2007 and is still continuing, resulted in, among other things, a lower level of capital market funding, lower liquidity levels across the banking sector, and higher interbank lending rates. The uncertainties in the global financial markets have also led to bank failures and bank rescues in the United States of America, Western Europe, Russia and elsewhere. Such circumstances could affect the ability of the Company to obtain borrowings. Indeed the full extent of the impact of the ongoing financial crisis is proving to be impossible to anticipate or completely guard against.
The debtors or borrowers of the Company may also be affected by the lower liquidity situation which could in turn impact their ability to repay their amounts owed. Deteriorating operating conditions for debtors or borrowers may also have an impact on Management's cash flow forecasts and assessment of the impairment of financial and nonfinancial assets.
To the extent that information is available, Management has reflected revised estimates of expected future cash flows in its impairment assessments. Management is unable to reliably estimate the effects on the Company's financial position of any further deterioration in the liquidity of the financial markets and the increased volatility in the currency and equity markets. Management believes it is taking all the necessary measures to support the sustainability and growth of the Company's business in the current circumstances.
The following transactions were carried out with related parties:
| 2014 | 2013 | ||
|---|---|---|---|
| Name | Nature of transactions | € | € |
| KERVERUS IT(CY) LTD | Finance | 183.804 | 204.198 |
| 183.804 | 204.198 | ||
| 17.2 Directors' current accounts - credit balances | |||
| 2014 | 2013 | ||
| € | € | ||
| Christos Kaliptsidis | 7.194 | 5.627 | |
| 7.194 | 5.627 |
The directors' current accounts are interest free, and have no specified repayment date.
The percentage of share capital of the Company held directly or indirectly by each member of the Board of Directors (in accordance with Article (4) (b) of the Directive DI 190-2007-04), as at 31 December 2014 and 8 March 2015 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 31 December | ||
|---|---|---|
| 2014 8 Μarch 2015 | ||
| % | % | |
| Christos Kaliptsidis | 65 | 65 |
The persons holding more than 5% of the share capital as at 31 December 2014 and 8 Μarch 2015 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 31 December | ||
|---|---|---|
| 2014 8 Μarch 2015 | ||
| % | % | |
| Polytimi Roidi | 13 | 13 |
| VIDAVO HEALTH TELEMATICS A.E. | 6 | 6 |
At the end of the year, no significant agreements existed between the Company and its management.
The Company had no contingent liabilities as at 31 December 2014.
The Company had no capital or other commitments as at 31 December 2014.
There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.
Year ended 31 December 2014
| Page | 2014 € |
2013 € |
|
|---|---|---|---|
| Revenue Dividend income |
- | 110.000 | |
| Bank interest Other operating expenses Capital issue costs |
22 | 27 27 (25.391) (7.260) |
122 110.122 (29.452) - |
| Operating (loss)/profit Finance costs |
23 | (32.624) (161) |
80.670 (272) |
| Net (loss)/profit for the year before tax | (32.785) | 80.398 |
| 2014 € |
2013 € |
|
|---|---|---|
| Other operating expenses | ||
| Annual levy | 350 | 350 |
| Sundry expenses | - | 45 |
| Subscriptions and contributions | 627 | - |
| Computer software | - | 46 |
| Auditors' remuneration | 1.100 | 2.150 |
| Legal fees | 364 | - |
| Other professional fees | 14.553 | 24.340 |
| Overseas travelling | 2.750 | - |
| Cyprus Stock Exchange expenses | 5.647 | 2.521 |
| 25.391 | 29.452 |
Year ended 31 December 2014
| 2014 € |
2013 € |
|
|---|---|---|
| Finance costs | ||
| Sundry finance expenses | ||
| Bank charges | 161 | 272 |
| 161 | 272 |
| Income € |
Rate | Defence € c |
|
|---|---|---|---|
| INTEREST Interest that was subject to deduction at source |
27 27 |
30% | 8,10 |
| Less: deductions at source | (8,10) | ||
| DEFENCE CONTRIBUTION DUE TO IRD | - |
| Net loss per income statement Add: |
Page 21 |
€ | € (32.785) |
|---|---|---|---|
| Annual levy Capital issue costs Other non-allowable expenses |
350 7.260 25.202 |
32.812 | |
| Less: Interest income |
27 | 27 (27) |
|
| Chargeable income for the year | - | ||
| Calculation of corporation tax | Income € |
Rate % |
Total € c |
| Tax at normal rates: Chargeable income as above |
- | 12,50 | - |
| TAX PAYABLE | - |
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