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A.J. Green Shell Plc — Interim / Quarterly Report 2021
Sep 15, 2021
2527_ir_2021-09-15_732956c4-8345-4b7c-a757-c76af70918f7.pdf
Interim / Quarterly Report
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FINANCIAL STATEMENTS Period from 1 January to 30 June 2021
FINANCIAL STATEMENTS Period from 1 January to 30 June 2021
CONTENTS
| Board of Directors and other officers | |
|---|---|
| Management Report | |
| Declaration of the members of the Board of Directors and the company officials responsible for the preparation of the financial statements. |
З |
| Statement of profit or loss and other comprehensive income | |
| Statement of financial position | 5. |
| Notes to the financial statements | $6 - 8$ |
$\bar{z}$
PAGE
BOARD OF DIRECTORS AND OTHER OFFICERS
Board of Directors:
Company Secretary:
Rana Kashif Shahzad Rosarina Maria Rina - Appointed on 11 March 2021 Andreas Karamanos - Appointed on 24 October 2019 and resigned on 11 March 2021.
A.I.L. Nominee Services Ltd - Appointed on 27 April 2021 Andreas Karamanos - Appointed on 28 October 2019 and resigned on 11 March 2021 Rosarina Maria Rina - Appointed on 11 March 2021 and resigned on 27 April 2021
Independent Auditors:
Ekkeshis Ierodiakonou Ltd Certified Public Accountants and Registered Auditors 39 Themistocles Dervis Str. Off. 102 1066, Nicosia
Registered office:
Registration number:
15 Agion Omologiton Str. 1080, Nicosia Cyprus
HE358762
$\mathbf 1$
MANAGEMENT REPORT
The Board of Directors presents its report and audited financial statements of the Company for the period from 1 July 2020 to 30 June 2021.
Principal activities and nature of operations of the Company
The principal activities of the Company, which are unchanged from last year, are the investments in real estate.
Change of Company name
On 13 September 2019, the Company changed its name from Rofolio Holdings Public Company Ltd to Planetclean Recycling Industries Plc.
Review of current position, future developments and performance of the Company's business
The Company's development to date, financial results and position as presented in the financial statements are considered satisfactory.
Principal risks and uncertainties
The principal risks and uncertainties faced by the Company are disclosed in note 8 of the financial statements.
Use of financial instruments by the Company
The Company is exposed to liquidity risk from the financial instruments it holds.
Share capital
There were no changes in the share capital of the Company during the period under review.
Implementation and compliance to the Code of Corporate Governance
The Company recognises the importance of implementing sound corporate governance policies, practices and procedures. As a company listed on the Cyprus Stock Exchange (CSE), Planetclean Recycling Industries Plc has adopted CSE's Corporate Governance Code and applies its principles.
In March 2006 the CSE issued a revised Code of Corporate Governance. The Company complies with all the provisions of the revised Code
Board of Directors
The members of the Company's Board of Directors as at 30 June 2021 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the period from 1 July 2020 to 30 June 2021.
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.
Independent Auditors
The Independent Auditors, Ekkeshis Ierodiakonou 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.
Board of Directors By order of the A.I.L. Nominee Services Ltd Secretary
Nicosia, 15 September 2021
DECLARATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY OFFICIALS RESPONSIBLE FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190 (I)/2007) ("the Law") we, the members of the Board of Directors and the Company official responsible for the financial statements of Planetclean Recycling Industries Plc (the "Company") for the period from 1 July 2020 to 30 June 2021, on the basis of our knowledge, declare that:
(a) The annual financial statements of the Company which are presented on pages 4 to 8:
(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 the Company and the entities included in the financial statements as a whole and
b) The management 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 a description of the main risks and uncertainties which they face.
Members of the Board of Directors:
Rana Kashif Shahzad
Rosarina Maria Rina
Responsible for drafting the financial statements
(Financial Manager)
Nicosia, 15 September 2021
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Period from 1 January to 30 June 2021
| Note | 30 June 2021 30 June 2020 € |
€ | |
|---|---|---|---|
| Other operating income Administration expenses |
3 | .9,975 (9.083) |
2,236 (3,850) |
| Net profit/(loss) for the period | 892 | (1,614) | |
| Other comprehensive income | |||
| Total comprehensive income for the period | 892 | (1,614) |
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 the rate of 17% will be payable on such deemed dividend to the extent that the shareholders for deemed dividend distribution purposes at the end of the period of two years from the end of the year of assessment to which the profits refer, are Cyprus tax residents and domiciled. From 1 March 2019, the deemed dividend distribution is subject to a 1,70% contribution to the General Healthcare System, increased to 2,65% from 1 March 2020, with the exception of April 2020 until June 2020 when the 1,70% rate was applicable. 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.
The notes on pages 6 to 8 form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION 30 June 2021
| Note | 2021 € |
30 June 2020 € |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets Loans to associates |
|||
| Current assets Receivables Financial assets at fair value through profit or loss Other asset (describe) |
6 | 892 892 |
|
| Total assets | 892 | ||
| Equity Share capital Accumulated losses |
7 | 26,005 (25, 113) |
26,005 (26,005) |
| Total equity | 892 |
The notes on pages 6 to 8 form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS Period from 1 January to 30 June 2021
1. New accounting pronouncements
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.
2. Segmental analysis
| 30 June 2021 | Total | ||
|---|---|---|---|
| € | € | ||
| Profit before tax | 892 | 892 | |
| Assets | 892 | 892 | |
| 30 June 2020 | Total | ||
| € | € | ||
| Profit before tax | (1,614) | (1,614) | |
| the contract of the contract of the |
3. Other operating income
| 30 June 2021 30 June 2020 | ||
|---|---|---|
| € | ||
| Sundry operating income | 9.975 | 2,236 |
| 9,975 | 2.236 | |
4. Expenses by nature
| 30 June 2021 30 June 2020 | ||
|---|---|---|
| € | ||
| Auditors' remuneration | 1,200 | 1.000 |
| Other expenses | 7,883 | 2,850 |
| Total expenses | 9,083 | 3.850 |
5. Tax
The corporation tax rate is 12,5%.
Under certain conditions interest income may be subject to defence contribution at the rate of 30%. 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 17%.
Gains on disposal of qualifying titles (including shares, bonds, debentures, rights thereon etc) are exempt from Cyprus income tax.
The Company's chargeable income for the period amounted to $E1,242$ which has been set off against tax losses brought forward. Under current legislation, tax losses may be carried forward and be set off against taxable income of the five succeeding years.
6. Receivables
| 2021 30 June 2020 | ||
|---|---|---|
| € | ||
| Deposits and prepayments | 892 | $\overline{\phantom{a}}$ |
| 892 | ||
NOTES TO THE FINANCIAL STATEMENTS Period from 1 January to 30 June 2021
6. Receivables (continued)
The fair values of receivables due within one year approximate to their carrying amounts as presented above.
7. Share capital
| 2021 Number of shares |
2021 € |
2020 Number of shares |
2020 € |
|
|---|---|---|---|---|
| Authorised Ordinary shares of $E1$ each |
26,000 | 26,000 | 26,000 | 26,000 |
| Issued and fully paid Balance at 1 July Issue of shares |
26,000 | 26,005 | 26,000 | 26,000 |
| Balance at 30 June | 26,000 | 26,005 | 26,000 | 26,005 |
8. Operating Environment of the Company
The Cypriot economy has recorded positive growth in 2017 and 2018 after overcoming the economic recession of recent years. The overall economic outlook of the economy remains favourable, however there are still downside risks emanating from the still high levels of non-performing loans, the public debt ratio, as well as possible deterioration of the external environment for Cyprus.
This operating environment may have a significant impact on the Company's operations and financial position. Management is taking necessary measures to ensure sustainability of the Company's operations. However, the future effects of the current economic situation are difficult to predict and Management's current expectations and estimates could differ from actual results.
The Company's Management is unable to predict all developments which could have an impact on the Cyprus economy and consequently, what effect, if any, they could have on the future financial performance, cash flows and financial position of the Company.
On the basis of the evaluation performed, the Company's management has concluded that no provisions or impairment charges are necessary. The Company's Management believes that it is taking all the necessary measures to maintain the viability of the Company and the smooth conduct of its operations in the current business and economic environment.
9. Participation of Directors in the company's share capital
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 30 June 2021 and 27 September 2020 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| -27 -- |
||
|---|---|---|
| September | ||
| 30 June 2021 | 2020 | |
| % | $\frac{0}{0}$ | |
| . . |
$\sim$ | 51 |
Andreas Karamanos
The shareholding interest of Mr. Andreas Karamanos includes his direct participation with a percentage of 51%.
NOTES TO THE FINANCIAL STATEMENTS Period from 1 January to 30 June 2021
10. Shareholders holding more than 5% of share capital
The persons holding more than 5% of the share capital as at 30 June 2020 and 21 September 2020 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 27 | ||
|---|---|---|
| September | ||
| 30 June 2021 | 2020 | |
| $\mathbf{v}_0$ | $\frac{1}{2}$ | |
| Katerina Menelaou | 9 | 9 |
| Andreas Karamanos | 51 | 51 |
| Andreas Matsas | 30 | 30 |
11. Significant agreements with management
At the end of the year, no significant agreements existed between the Company and its Management.
12. Contingent liabilities
The Company had no contingent liabilities as at 30 June 2021.
13. Commitments
The Company had no capital or other commitments as at 30 June 2021.
14. Events after the reporting period
There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.
ADDITIONAL INFORMATION TO THE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| CONTENTS | PAGE |
|---|---|
| Detailed income statement | $\mathcal{P}$ |
| Selling and distribution expenses | 3 |
| Computation of corporation tax |
Calculation of tax losses for the five-year period
$\mathbf 1$
DETAILED INCOME STATEMENT Period from 1 January to 30 June 2021
| 30 June 2021 30 June 2020 | |||
|---|---|---|---|
| Page | € | € | |
| Revenue | |||
| Other operating income | |||
| Sundry operating income | 9,975 | 2,236 | |
| 9,975 | 2,236 | ||
| Operating expenses | |||
| Administration expenses | 3 | (9.083) | (3,850) |
| Net profit/(loss) for the period before tax | 892 | (1,614) | |
$\overline{2}$
SELLING AND DISTRIBUTION EXPENSES Period from 1 January to 30 June 2021
| 30 June 2021 30 June 2020 € |
€ | |
|---|---|---|
| Administration expenses Annual levy |
350 | 350 |
| Auditors' remuneration | 1,200 | 1,000 |
| Other professional fees | 7.533 | 2,500 |
| 9,083 | 3,850 |
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