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CVC LIMITED — Annual Report 2012
Aug 30, 2012
64728_rns_2012-08-30_dc456734-ee85-476f-b44c-b544da2c5c7e.pdf
Annual Report
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Commentary on Results
Commentary:
The directors of CVC report a net profit to shareholders after tax of \$9.1 million (2011: \$10.2 million) for the year ended June 30, 2012.
Financial Highlights:
The result is summarised as follows:
- Profit before tax of \$12.3 million $(2011: $15.2 \text{ million})$ :
- Net profit after tax of \$9.1 million (2011: \$10.2 million); and
- Earnings per share of 7 cents (2011: 8 cents);
- Net tangible assets per share of $$1.30$ (2011: $$1.26$ );
- Fully franked dividends paid of 2 cents per share on March 1, 2012 and 3 cents on September 9, 2011 and the declaration of a final fully franked dividend of 3 cents per share payable on September 7, 2012; and
- 4,751,633 shares bought back at a cost of \$4.2 million at an average price per share of \$0.88.
Listed Investments:
During the financial year the ASX listed Cellnet Group Limited (ASX: CLT) (a distributor of mobile and IT technology to the reseller community) became a consolidated entity of CVC and as such any movement in the share price is no longer reflected in the results of CVC.
CVC sold its investments in Pro-Pac Packaging Limited and Dolomatrix International Limited during the financial year. The net profit arising from Pro-Pac Packaging Limited was \$9.3 million and Dolomatrix International Limited was \$2.3 million. CVC has been selling its shareholding in Silver Bird Group Bhd and after raising an impairment charge against the remaining shareholding a loss was recognised of \$4.2 million.
Distributions received from various investments during the financial year amounted to \$2.2 million.
An additional reduction in the carrying value of investments during the financial year amounted to \$10.5 million to reflect the prevailing share price which included impairment charges recognised against Cellnet Group Limited prior to it becoming a consolidated entity of \$1.7 million, Bionomics Limited of \$2.2 million, Villa World Limited of \$2.4 million, Mnet Group Limited of \$0.8 million and Cyclopharm Limited of \$0.6 million.
Private Equity:
The contribution to comprehensive income of \$4.0 million is a direct reflection on the consistent results of Greens Food Pty Limited and Ron Finemore Transport Pty Limited. These robust results have been generated in the face of a fall in consumer spending, tougher competition in the retail market and a rising Australian dollar.
During the period Battery Energy Power Solutions Pty Limited (an industrial battery manufacturer) became a consolidated entity of CVC, and it is expected that it will add to the growing returns being generated by private equity investments.
Property:
Property contributed \$6.3 million to comprehensive income which included interest related income generated from the provision of mezzanine funding of \$8.6 million, net rental income after interest related expense of \$2.6-million-and-a-\$2.2-million profit arising from the sale of Unit 2, 1464 Ferntree Gully Victoria which was sold for \$31.5 million in November 2011. However, this result was overshadowed by the reduction in the fair value of directly held property assets of \$6.3 million, including investment properties located at Belrose and Frenchs Forest in New South Wales.
CVC Limited ABN 34 002 700 361 AFSL 239665
Level 42, 259 George Street Sydney NSW 2000
T 02 9087 8000 F 02 9087 8088 www.cvcltd.com.au

CVC continues to take advantage of tighter lending policies imposed by the major financial institutions on property developments.
Funds Management:
The contribution to comprehensive income of this segment was \$1.0 million which has been a result of one of the many benefits derived from the wind-up of various investment vehicles managed by CVC.
Concise Asset Management Limited (Mid Cap Australian Equities Specialist) continues to grow funds under management and is expected to provide a positive impact on the results in coming years.
Dividends:
During the year the Company paid an interim fully franked dividend of 2 cents per share on March 1, 2012 and has declared a fully franked final dividend of 3 cents per share payable on September 7, 2012. Franking credits retained by the Company would allow the payment of fully franked dividends equivalent to 32 cents per share as at June 30, 2012.
Outlook:
CVC will continue to focus on its main objective of delivering shareholder returns in excess of 15% per annum over time. Although CVC is in a position to capitalise on tight credit markets the next 12 months is expected to be challenging as there are a number of Australian and international issues still to be resolved that will have a large bearing on the direction of financial markets. At this stage it is not possible to forecast a likely result for 2013.
ADH Beard Director 31 August 2012
CVC Limited ABN 34 002 700 361 AFSL 239665
Level 42, 259 George Street Sydney NSW 2000
T 02 9087 8000 F 02 9087 8088 www.cvcltd.com.au
Appendix 4E
Preliminary Final Report Results for announcement to the market
| CVC Limited | ||||
|---|---|---|---|---|
| ABN | Financial Year ended ('Reporting Period') |
Previous Financial Year ended ('Corresponding period') |
||
| 34 002 700 361 | 30 June 2012 | 30 June 2011 | ||
| Results | ||||
| Income | up/d own | 108% to |
\$73,125,781 | |
| Profit after tax | up/down | 11% to |
\$9,133,110 | |
| Net profit for the period | up /down | 11% to |
\$9,133,110 |
Dividends (distributions)
| Amount per security | Franked amount per security |
|
|---|---|---|
| Final Dividend - 2012 | 3 é | |
| Interim Dividend $-2012$ | 2 é |
Information on Dividends:
The directors have resolved to pay a final fully franked dividend in respect of the year ended 30 June 2012 of 3 cents per share payable on 7 September 2012.
A fully franked interim dividend in respect of the current financial year of 2 cents per share was paid on 1 March 2012.
As previously advised the Dividend Reinvestment Plan has been suspended until such time as there is a better correlation between the share price and the underlying net asset value of CVC Limited. As a result the Dividend Reinvestment Plan will not be in operation.
| Ex-dividend date | 27 August 2012 |
|---|---|
| Record date for determining entitlements to the final dividend | 31 August 2012 |
| Payment Date | 7 September 2012 |
Net tangible asset per security
| Year ended 30 June 2012 |
Year ended 30 June 2011 |
|
|---|---|---|
| Net assets per share | \$1.30 | \$1.26 |
| Net tangible assets ("NTA") per share | \$1.30 | \$1.26 |
The preliminary final report is based on accounts that have been audited.
Commentary
Brief explanation of any of the figures reported above:
Please refer to the attached commentary for a detailed review.
FINANCIAL REPORT
For the year ended 30 June 2012
The financial report was authorised for issue by the Directors on 31 August 2012. The company has the power to amend and reissue the financial report.
ACN 002 700 361 AFSL 239665
DIRECTORS' REPORT
Your Directors present the Financial Report of CVC Limited (the "Company") and its controlled entities ("CVC"), for the year ended 30 June 2012 together with the Auditors' Report thereon.
DIRECTORS
The names of Directors in office throughout the financial year and to the date of this report are Vanda Russell Gould (Chairman), John Scott Leaver, John Douglas Read and Alexander Damien Harry Beard. The names of Company Secretaries in office throughout the financial year and to the date of this report are Mr Alexander Damien Harry Beard and Mr John Andrew Hunter. Details of qualifications, experience and special responsibilities of Directors are as follows:
Vanda Russell Gould (Chairman)
B.Com (Uni. of NSW), M.Com (Uni. of NSW)
Fellow of the Institute of Chartered Accountants in Australia; Fellow of the CPA Australia; Fellow of the Australian Institute of Management; Australian Financial Services Licence holder.
Board member from 1984 - 1994 and from 1996 to date. Member of the audit committee.
Prior to his involvement in the founding of the Company, Mr Gould was a partner of an accounting firm. He has held numerous directorships of other private and public companies including educational establishments.
During the past three years Mr Gould has also served as a Director of Cyclopharm Limited, Vita Life Sciences Limited and CVC Property Managers Limited as Responsible Entity for CVC Property Fund.
John Scott Leaver (Non-Executive Director)
B.Ec. (Uni. of Sydney)
Australian Financial Services Licence holder.
Board member since 1984 and Managing Director of the Company until 2001.
Prior to his involvement in the founding of the Company, Mr Leaver had extensive experience in the stockbroking industry. During the past three years Mr Leaver has also served as a Director of Sunland Group Limited.
John Douglas Read (Non-Executive Director)
B.Sc. (Hons) (Cant.), M.B.A. (A.G.S.M.)
Fellow of the Australian Institute of Company Directors.
Board member since 1989 and Chairman of the audit committee of the Company.
Mr Read has over 25 years experience in the venture capital industry. He is a former Director of CSIRO and the Australian Institute for Commercialisation Limited.
During the past three years Mr Read has also served as Director of Patrys Limited and The Environmental Group Limited.
Alexander Damien Harry Beard (Director and Company Secretary)
B.Com. (Uni. of NSW)
Fellow of the Institute of Chartered Accountants in Australia; Member of Australian Institute of Company Directors.
Board member since 2000 and Chief Executive Officer since 2001. Member of the audit committee.
Mr Beard has been employed by the manager of the Company since 1991.
During the past three years Mr Beard has also served as Chairman of Cellnet Group Limited and Villa World Limited and Director of the following other listed companies: Mnet Group Limited, Amadeus Energy Limited, Cyclopharm Limited, and CVC Property Managers Limited as Responsible Entity for CVC Property Fund.
COMPANY SECRETARIES
John Andrew Hunter
B.Com. (ANU), M.B.A. (MGSM) Member of the Institute of Chartered Accountants in Australia.
In addition to being a Director of the Company, Alexander Damien Harry Beard is also a Company Secretary of the Company.
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
DIRECTORS' MEETINGS
The number of Directors' meetings and number of meetings attended by each of the Directors of the Company during the financial year were:
| Directors' Meetings | ||
|---|---|---|
| No of meetings attended |
No of meetings eligible to attend |
|
| Vanda Russell Gould | ||
| John Scott Leaver | 2 | 4 |
| John Douglas Read | 4 | 4 |
| Alexander Damien Harry Beard |
The Company has an audit committee. The number of meetings and the number of meetings attended by each of the Directors on the audit committee during the financial year were:
| Audit Committee Meetings | ||
|---|---|---|
| No of meetings | No of meetings | |
| attended | eligible to attend | |
| John Douglas Read | ||
| Alexander Damien Harry Beard | ||
| Vanda Russell Gould | n |
DIRECTORS' INTERESTS
The relevant interest of each Director in the share capital of the Company as at the date of this report is as follows:
| Ordinary Shares | |
|---|---|
| Mr V.R. Gould | 21,728,922 |
| Mr J.S. Leaver | 22,525.111 |
| Mr J.D. Read | 528.956 |
| Mr A.D.H. Beard | 1.381.136 |
At the date of this report, Messrs Gould and Leaver have an indirect interest of 297 shares in Stinoc Limited, a controlled entity of CVC Limited.
OVERVIEW OF ACTIVITIES
The sections below provide details on the results, dividends, activities, operations, changes in state of affairs and expectations for the future.
CONSOLIDATED RESULTS
The financial performance for the 2012 financial year is as follows:
- Profit before tax of \$12.3 million (2011: \$15.2 million);
- Net profit after tax of \$9.4 million (2011: \$11.4 million); and
- Earnings per share of 7 cents (2011: 8 cents);
- Reduction in fair value of investment properties \$3.4 million (2011; \$1.7 million);
- Discount on acquisition of companies joining CVC \$4.6 million; and
- Impairment recoveries of \$3.4 million (2011: \$3.7 million) and impairment charge of \$14.1 million (2011: \$6.8 million).
The consolidated profit for the year attributable to the members of the Company is calculated as follows:
| 2012 s |
2011 S |
|
|---|---|---|
| Net profit after income tax Non-controlling interests |
9,396,637 (263.527) |
11,404,880 (1,176,386) |
| Net profit after income tax attributable to members | 9,133,110 | 10,228,494 |
DIRECTORS' REPORT (CONTINUED)
DIVIDENDS
A final dividend in respect of the year ended 30 June 2012 of 3 cents per share was declared on 20 August 2012 to be paid on 7 September 2012 to those shareholders registered on 31 August 2012. An interim dividend of 2 cents per share amounting \$2,462,398 was paid on 1 March 2012.
A final dividend in respect of the year ended 30 June 2011 of 3 cents per share amounting to \$3,714,016 was paid on 9 September 2011. An interim dividend of 2 cents per share amounting to \$2,560,613 was paid on 21 March 2011.
PRINCIPAL ACTIVITIES
The principal activities of entities within CVC during the year were:
- the provision of investment, development and venture capital;
- property finance and development;
- investment in listed entities; and
- funds management.
REVIEW OF OPERATIONS
Highlights for the year of the main operating segments are as follows:
CVC has cash holdings of \$43 million (equivalent to 35.5 cents per share) and is well placed to pursue investment opportunities as and when they emerge.
Listed Investments:
During the financial year the ASX listed Cellnet Group Limited (ASX: CLT) (a distributor of mobile and IT technology to the reseller community) became a consolidated entity of CVC and as such any movement in the share price is no longer reflected in the results of CVC.
CVC sold its investments in Pro-Pac Packaging Limited and Dolomatrix International Limited during the financial year. The net profit arising from Pro-Pac Packaging Limited was \$9.3 million and Dolomatrix International Limited was \$2.3 million. CVC has been selling its shareholding in Silver Bird Group Bhd and after raising an impairment charge against the remaining shareholding a loss was recognised of \$4.2 million.
Distributions received from various investments during the financial year amounted to \$2.2 million.
An additional reduction in the carrying value of investments during the financial year amounted to \$10.5 million to reflect the prevailing share price which included impairment charges recognised against Cellnet Group Limited prior to it becoming a consolidated entity of \$1.7 million, Bionomics Limited of \$2.2 million, Villa World Limited of \$2.4 million, Mnet Group Limited of \$0.8 million and Cyclopharm Limited of \$0.6 million.
Private Equity:
The contribution to comprehensive income of \$4.0 million is a direct reflection on the consistent results of Greens Food Pty Limited and Ron Finemore Transport Pty Limited. These robust results have been generated in the face of a fall in consumer spending, tougher competition in the retail market and a rising Australian dollar.
During the period Battery Energy Power Solutions Pty Limited (an industrial battery manufacturer) became a consolidated entity of CVC, and it is expected that it will add to the growing returns being generated by private equity investments.
Property.
Property contributed \$6.3 million to comprehensive income which included interest related income generated from the provision of mezzanine funding of \$8.6 million, net rental income after interest related expense of \$2.6 million and a \$2.2 million profit arising from the sale of Unit 2, 1464 Ferntree Gully Victoria which was sold for \$31.5 million in November 2011. However, this result was overshadowed by the reduction in the fair value of directly held property assets of \$6.3 million, including investment properties located at Belrose and Frenchs Forest in New South Wales.
CVC continues to take advantage of tighter lending policies imposed by the major financial institutions on property developments.
Funds Management:
The contribution to comprehensive income of this segment was \$1.0 million which has been a result of one of the many benefits derived from the wind-up of various investment vehicles managed by CVC.
Concise Asset Management Limited (Mid Cap Australian Equities Specialist) continues to grow funds under management and is expected to provide a positive impact on the results in coming years.
DIRECTORS' REPORT (CONTINUED)
STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Company that occurred during the year not otherwise disclosed in this report or the financial statements.
LIKELY DEVELOPMENTS
As explained in previous reports, the total level of profit for any period, notwithstanding the recurrent earnings, is largely determined by the timing of the realisation of investments that result in capital gains. The Company believes the strong financial position and continual evaluation of investment opportunities by its management team will enable the identification and execution of suitable investment opportunities during the course of the year.
ENVIRONMENTAL REGULATION
CVC's operations are not subject to environmental regulations.
EVENTS SUBSEQUENT TO BALANCE DATE
A final dividend in respect of the year ended 30 June 2012 of 3 cents per share was declared on 20 August 2012 to be paid on 7 September 2012 to those shareholders registered on 31 August 2012.
Other than as set out above, there are no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of CVC, the results of those operations or the state of affairs of CVC in future financial years.
SHARE OPTIONS
There were no options issued during the year or to the date of this report.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
a) Indemnification
CVC has not, during or since the end of the financial year, indemnified or made any relevant agreement for indemnifying any person who is or has been an officer or auditor of CVC or a related body corporate against a liability, including costs and expenses in successfully defending legal proceedings.
b) Insurance Premiums
CVC has not, during the year or since the end of the financial year, paid or agreed to pay a premium for insuring any person who is or has been an auditor of the Company or a related body corporate for the costs or expenses of defending legal proceedings.
The Company has paid insurance premiums in respect of Directors' and Officers' liability and legal expense insurance for Directors and Officers of the Company.
In accordance with s. 300(9) of the Corporations Act 2001 further details have not been disclosed due to confidentiality provisions contained in the insurance contract.
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for Directors and Executives of the Company and its 100% owned entities. For clarity it excludes the remuneration arrangements of Cellnet Group Limited.
Remuneration philosophy
The performance of CVC depends upon its ability to attract and retain quality people. CVC is committed to developing a remuneration philosophy of paying sufficient competitive 'base' rewards to attract and retain high calibre management personnel and providing the opportunity to receive superior remuneration tied directly to the creation of value for shareholders.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive Director and executive remuneration is separate and distinct.
Non-executive Director's remuneration is solely in the form of fees and has been set by shareholders at a maximum aggregate amount of \$550,000, to be allocated amongst the Directors as they see fit. It has been set to balance the need to attract and retain Directors of the highest calibre at a cost that is acceptable to shareholders.
Key management personnel remuneration consists of: base salary, fees, superannuation contributions, short term performance bonuses and participation in the CVC Executive Long Term Incentive Plan.
The Company does not have a remuneration committee. The remuneration of the Chief Executive Officer is proposed by the Chairman and is determined following discussion with the non-executive Directors.
Short term performance bonuses permit CVC to reward individuals for superior personal performance or contribution towards components of CVC's performance for which they have direct responsibility.
The objectives of the CVC Executive Long Term Incentive Plan are to directly align the opportunity to achieve superior employment rewards with the wealth generated for shareholders whilst providing a mechanism to retain key employees over the longer term. In general terms, under the plan:
- key employees are invited by the Directors to acquire shares in the Company subject to certain conditions;
- the conditions specify performance hurdles and time periods in which they are required to be achieved;
- all shares issued under the plan to date cover a three year period and require that the total return to shareholders over the three year period exceeds the rate of growth over the same period for the S&P/ASX Small Ordinaries Accumulation Index;
- shares are issued at market value and the Company provides a loan to the participant to cover the cost of the shares;
- interest is charged on the loan equivalent to dividends paid on the shares;
- the shares are restricted and cannot be dealt with by the participant during the period;
- shares are forfeited and the loans are cancelled if the performance hurdles have not been met or the share price at the end of the period is below the issue price;
- if shares are not forfeited, at the end of the period the participant is required to repay the loan, the restrictions on the shares are removed and the shares are taken out of the plan; and
- a maximum of 5 million shares can be issued under the plan.
CVC has not currently issued any shares under the CVC Executive Long Term Incentive Plan.
Individual remuneration disclosures:
The remuneration paid by the Company during the financial year is Directors' fees paid to Messrs Gould, Leaver and Read. All other remuneration disclosed relate to the 100% owned entities of the Company.
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT (AUDITED) (CONTINUTED)
Remuneration of key management personnel:
The only key management personnel of the Company are the Directors.
Remuneration of Directors for the year ended 30 June 2012
| Short-term employee benefits |
Post – employ't benefits |
||||||
|---|---|---|---|---|---|---|---|
| Base Salary Fees |
STI Bonus (b) |
Superannuation | Other | Total | Base % (a) |
||
| ADH Beard | 2012 | \$278,858 | \$45,000 | \$25,000 | \$37,833 | \$386,691 | 88% |
| (Director) | 2011 | \$296.290 | \$150,000 | \$25,000 | \$19,826 | \$491,116 | 69% |
| VR Gould | |||||||
| (Chairperson and | 2012 | \$300,000 | \$27,000 | \$16,147 | \$343,147 | 100% | |
| Executive Director) | 2011 | \$275,000 | \$24,754 | \$16,116 | \$315,870 | 100% | |
| JS Leaver | 2012 | \$300,000 | \$27,000 | \$16,147 | \$343,147 | 100% | |
| (Executive Director) | 2011 | \$275,000 | \$24,754 | \$16,116 | \$315,870 | 100% | |
| ID Read | 2012 | \$25,000 | \$25,000 | 100% | |||
| (Non-Executive Director) | 2011 | \$25,000 | \$25,000 | 100% | |||
| 2012 | \$878,858 | \$45,000 | \$104,000 | \$70,127 | \$1,097,985 | ||
| 2011 | \$846,290 | \$150,000 | 99,508 | \$52,058 | \$1,147,856 | ||
Notes:
Base % reflects the amount of base level remuneration that is not dependent on individual or CVC performance. $(a)$
$(b)$ The Short Term Incentive Bonus paid to Mr. Beard represents a discretionary bonus as determined by the Directors of CVC, based on his performance during the year.
DIRECTORS' REPORT (CONTINUED)
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
No fees were paid to HLB Mann Judd in respect of non-audit services during the year.
AUDITOR'S INDEPENDENCE DECLARATION TO THE DIRECTORS OF CVC LIMITED
A copy of the Independence Declaration given to the Directors by the lead auditor for the audit undertaken by HLB Mann Judd is included on page 9.
This Directors' Report is signed in accordance with a resolution of the Board of Directors.
Dated at Sydney 31 August 2012.
Director
ALEXANDER BEARD
Director

Accountants | Business and Financial Advisers
CVC LIMITED
AUDITOR'S INDEPENDENCE DECLARATION
To the Directors of CVC Limited:
As lead auditor for the audit of CVC Limited for the year ended 30 June 2012, I declare that, to the best of my knowledge and belief, there have been:
- $(a)$ no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- $(b)$ no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration includes CVC Limited and the entities it controlled during the year.
2 Mulle
M Muller Partner
Sydney 31 August 2012
HLB Mann Judd (NSW Partnership) ABN 34 482 821 289 Level 19 207 Kent Street Sydney NSW 2000 Australia | Telephone +61 (0)2 9020 4000 | Fax +61 (0)2 9020 4190 Email: [email protected] | Website: www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (NSW Partnership) is a member of HLD International. A world-wide network of independent accounting firms and business advisers.
(AND ITS CONTROLLED ENTITIES)
CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2012
| Notes | 2012 | 2011 | |
|---|---|---|---|
| \$ | |||
| INCOME | |||
| Revenue from services | 1.767,021 | 957,416 | |
| Rental income | 4,317,985 | 6,088,016 | |
| Outgoings recovered | 965,390 | 830,791 | |
| Net gain on sale of equity investments | 6,563,439 | 4,225,860 | |
| Net gain on sale of investment property | 2,957,546 | ||
| Interest revenue | 10,844,248 | 8,646,978 | |
| Dividend revenue | 2,554,187 | 1,754,055 | |
| Discount on acquisition | 4,629,188 | ||
| Recovery of investments in associated entities | 2,519,961 | 1,667,256 | |
| Recovery of investment in related entities | 446,574 | ||
| Recovery of loans in associated entities | 175,000 | 25,000 | |
| Recovery of loans in related entities | 212,967 | 37,018 | |
| Recovery of loans in unrelated entities | 1,982,732 | ||
| Sale of goods | 32,036,945 | ||
| Net realised foreign exchange gain | 574,586 | ||
| Other income | 490,517 | 1,258,041 | |
| Total income | 4 | 68,098,008 | 30,430,709 |
| Share of net profits of associates accounted for using the equity | |||
| method | 15 | 5,027,773 | 4,810,252 |
| EXPENSES | |||
| Change in fair value of investment properties Cost of goods sold |
3,351,691 24,529,545 |
1,688,650 | |
| Depreciation expense | 287,515 | 14,039 | |
| Employee expenses | 7,785,691 | 2,430,375 | |
| Finance costs | 5 | 3,072,656 | 4,045,530 |
| Impairment of listed investments | 4,386,830 | 30,000 | |
| Impairment of unlisted investments | 161,954 | 687 | |
| Impairment of investments in associated entities | 2,005,450 | 4,209,741 | |
| Impairment of investments in related entities | 6,368,810 | 2,383,362 | |
| Impairment of loans to associated entities | 94,165 | ||
| Impairment of loans to related entities | 231,953 | ||
| Impairment of loans to unrelated entities | 76,689 | ||
| Impairment of property, plant and equipment | 812,200 | ||
| Impairment of intangible assets | 195,599 | ||
| Investment property-related expenses | 760,996 | 805,126 | |
| Management and consultancy fees | 1,025,048 | 857,620 | |
| Net realised foreign exchange loss | 5,541 | ||
| Net unrealised foreign exchange loss | 681,233 | ||
| Operating lease rental | 914,698 | 427,214 | |
| Other expenses | 5 | 4,986,484 | 2,205,780 |
| Profit before related income tax expense | 12,309,760 | 15,224,110 | |
| Income tax expense | 6 | 2,913,123 | 3,819,230 |
| Net profit | 9,396,637 | 11,404,880 | |
| Net profit attributable to non-controlling interest | 24 | 263,527 | 1,176,386 |
| Net profit attributable to members of the parent entity | 9,133,110 | 10,228,494 | |
| Basic and diluted earnings per share | 7 | 0.0740 | 0.0786 |
The above statement of financial performance is to be read in conjunction with the notes to the financial statements set out on pages 15 to 57.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012
| 2012 | 2011 | |
|---|---|---|
| \$ | \$ | |
| Profit for the year | 9,396,637 | 11,404,880 |
| Other comprehensive income | ||
| "Available-for-sale" investments: | ||
| - Increase/(decrease) in fair values recognised in other reserves | 3,027,006 | (3,562,832) |
| - Amounts transferred from other reserves to income on sale | (2.167, 477) | (704.393) |
| Value of associates asset revaluation reserve recognised in other reserves | (266, 894) | (279, 835) |
| Value of associates foreign currency translation reserve recognised in other reserves | (33, 486) | 48,150 |
| Other comprehensive income for the year, net of tax | 559,149 | (4,498,910) |
| Total comprehensive income for the year | 9,955,786 | 6,905,970 |
| Attributable to: | ||
| Shareholders | 10,092,824 | 6,061,858 |
| Non-controlling interest | (137,038) | 844,112 |
| 9,955,786 | 6,905,970 | |
$\frac{1}{2}$
$\frac{1}{4}$ J.
$\mathcal{L}_{\mathcal{A}}$
The above statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out on pages 15 to 57.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012
| Notes | |||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 26 | 43,458,535 | 17,974,188 |
| Loans and other receivables | 9 | 53,097,676 | 25,839,889 |
| Financial assets - "available-for-sale" | 10 | 674.275 | 700,000 |
| Financial assets - "at fair value through profit or loss" Inventories |
11 | 4,927,964 | |
| Current tax assets | 12 6 |
7,470,803 82,924 |
|
| Other assets | 13 | 581.360 | 17,887 413,310 |
| Total current assets | 110,293.537 | 44,945,274 | |
| NON-CURRENT ASSETS | |||
| Loans and other receivables | 9 | 8,701,150 | 13,686,134 |
| Financial assets - "available-for-sale" | 10 | 28,732,281 | 47,035,043 |
| Investments accounted for using the equity method | 14 | 35,413,233 | 40,536,529 |
| Property, plant and equipment | 16 | 4,128,716 | 17,832 |
| Investment properties | 17 | 38,250,000 | 74,949,158 |
| Deferred tax assets | 6 | 35,955 | |
| Total non-current assets | 115,261,335 | 176,224,696 | |
| TOTAL ASSETS | 225,554,872 | 221,169,970 | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 19 | 13,781.191 | 5,150,622 |
| Interest bearing loans and borrowings | 21 | 20,439,902 | 8,967,266 |
| Provisions | 20 | 1,163,295 | 243,874 |
| Current tax liabilities | 6 | 2,329,337 | 3,763,503 |
| Total current liabilities | 37,713,725 | 18, 125, 265 | |
| NON-CURRENT LIABILITIES | |||
| Trade and other payables | 19 | 4,356,903 | |
| Interest bearing loans and borrowings | 21 | 9,196,653 | 35,900,000 |
| Provisions | 20 | 584,791 | 71,871 |
| Deferred tax liabilities | 6 | 323,891 | |
| Total non-current liabilities | 14,462,238 | 35,971,871 | |
| TOTAL LIABILITIES | 52,175,963 | 54,097,136 | |
| NET ASSETS | 173,378,909 | 167,072,834 | |
| EQUITY | |||
| Contributed equity | 22 | 106,813,787 | 110,978,239 |
| Retained earnings Other reserves |
23 25 |
51,680,929 | 48,724,233 |
| 253,350 | 127,631 | ||
| Total parent entity interest | 158,748,066 | 159,830,103 | |
| Non-controlling interest | 24 | 14,630,843 | 7,242,731 |
| TOTAL EQUITY | 173,378,909 | 167,072,834 |
The above statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 15 to 57.
$\frac{1}{2}$
(AND ITS CONTROLLED ENTITIES) CVC LIMITED
化苯甲基苯基苯甲基苯甲基苯基苯基苯基
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2012
| Contributed equity |
earnings Retained |
Asset revaluation |
Employee ŧ۵ equity benefit |
Foreign exchange translation |
Owners of the ÷Ą parent |
e۶ Non-controlling interest |
e۹ Total |
|
|---|---|---|---|---|---|---|---|---|
| At 1 July 2011 | 110,978,239 | 48,724,233 | (44,371) | 225,458 | (53,456) | 159,830,103 | 7,242,731 | 167,072,834 |
| Other comprehensive income Profit for the year |
9,133,110 | 906,497 | 53,217 | 9,133,110 959,714 |
263,527 (400,565) |
559.149 9,396,637 |
||
| Total comprehensive income for the year | 9,133,110 | 906,497 | 53,217 | 10,092,824 | (137,038) | 9,955,786 | ||
| Share of associates equity based remuneration recognised in other reserve Other movements in equity: |
PSCTS | 51,554 | 51,554 | |||||
| Non-controlling interest disposal of interest in controlled entities Acquisition of interest in controlled entities Transactions with shareholders: Tax benefit of transaction costs Shares bought back Dividend paid |
(4,248,198) 83,746 |
(6,176,414) | (928, 939) | 18,607 | 83.746 (910, 332) (4,248,198) (6,176,414) |
(307,910) 11,166,097 (3,339,877) |
10,255,765 83,746 (9,516,291) (307,910) (4,248,198) |
|
| Share based payment At 30 June 2012 |
106,813,787 | 51,680,929 | (66.813) | 24,783 320,402 |
(239) | 158,748.066 24.783 |
6,840 14,630,843 |
31,623 173,378,909 |
| At 1 July 2010 | 115,687,816 | 45,012,191 | 3,633,443 | 165,230 | 288,137 | 164,786,817 | 7,428,873 | 172,215,690 |
| Other comprehensive income Profit for the year |
10,228,494 | (3,825,043) | (341,593) | 10,228,494 (4,166,636) |
1,176,386 (332, 274) |
11,404,880 (4,498,910) |
||
| Total comprehensive income for the year | 10,228,494 | (3,825,043) | (341,593) | 6,061,858 | 844,112 | 6,905,970 | ||
| Share of associates equity based remuneration recognised in other reserve Other movements in equity: |
60,228 | 60,228 | 60,228 | |||||
| Acquisition of interest in controlled entities Transactions with shareholders: Shares bought back Dividend paid |
(4,709,577) | (6,516,452) | 147,229 | 147,229 (6,516,452) (4,709,577) |
(1,030,254) | (883,025) (6,516,452) (4,709,577) |
||
| At 30 June 2011 | 110,978,239 | 48,724,233 | (44.371) | 225,458 | (53,456) | 159,830,103 | 7,242,731 | 167,072,834 |
The above statement of changes in equity is to be read in conjunction with the notes to the financial statements as set out on pages 15 to 57.
$\ddot{\phantom{0}}$
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012
| Notes | |||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Cash receipts in the course of operations | 49,916,495 | 9,165,436 | |
| Cash payments in the course of operations | (51, 499, 354) | (5,756,379) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 2,049,341 | ||
| Payments for disposal of financial assets at fair value through profit or loss | (3,094,296) | ||
| Interest received | 6,148,264 | 5,012,979 | |
| Dividends received | 2,367,616 | 1,073,954 | |
| (1,949,886) | (2,979,758) | ||
| Interest paid Income taxes (paid)/refunded |
495,260 | ||
| (4,827,424) | |||
| Net cash (used in)/provided by operating activities | 26 | (889,244) | 7,011,492 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payments for capital expenditure for investment properties | (1,297,564) | (1,326,534) | |
| Payments for property, plant and equipment | (207, 564) | (6,157) | |
| Proceeds on disposal of property, plant and equipment | 694 | ||
| Proceeds on disposal of investment property | 31,500,000 | 11,437,000 | |
| Payments for equity investments | (25,320,114) | (40,853,990) | |
| Proceeds on disposal of equity investments | 36,597,395 | 29,923,153 | |
| Proceeds on transactions with non-controlling interests | 1,135,066 | 276,690 | |
| Acquisition of subsidiaries, net of cash acquired | 13,496,941 | ||
| Loans provided | (33,460,485) | (25,503,722) | |
| Loans repaid | 39,009.727 | 14,985,794 | |
| Loans acquired | (1,671,826) | ||
| Net cash provided by investing activities | 59,782,270 | (11,067,766) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Repayment of borrowings | (16,000,000) | (6,350,000) | |
| Dividends paid | (9,834,562) | (6,516,452) | |
| Payments for share buy-back | (8, 148, 703) | (5,894,145) | |
| Net cash used in financing activities | (33,983,265) | (18,760,597) | |
| Net increase/(decrease) in cash and cash equivalents | 24,909.761 | (22,816,871) | |
| Foreign exchange gain/(loss) on cash | 574.586 | (5, 541) | |
| Cash and cash equivalents at the beginning of the financial year | 17,974,188 | 40,796,600 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL | |||
| YEAR | 26 | 43,458,535 | 17,974,188 |
The above statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 15 to 57.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012
| 1. Statement of Accounting Policies |
|
|---|---|
| Controlled Entities 2. |
|
| 3. Parent Company Information |
|
| 4. Income |
|
| 5. Profit Before Income Tax Expense |
|
| Income Tax 6. |
|
| 7. Earnings Per Share |
|
| 8. Dividends |
|
| 9. Loans and Other Receivables |
|
| 10. Financial Assets - "Available-for-Sale" |
|
| 11. Financial assets - "At Fair Value Through Profit or Loss" |
|
| 12. Inventories |
|
| 13. Other Assets |
|
| 14. Investments Accounted for Using the Equity Method |
|
| 15. Investments in Associated Entities |
|
| 16. Property, Plant and Equipment |
|
| 17. Investment Properties |
|
| 18. Intangible assets |
|
| 19. Trade and Other Payables |
|
| 20. Provisions |
|
| 21. Interest Bearing Loans and Borrowings |
|
| 22. Contributed Equity |
|
| 23. Retained Earnings |
|
| 24. Non-Controlling Interest |
|
| Other Reserves 25. 26. Notes to Statement of Cash Flows |
|
| 27. Auditors' Remuneration |
|
| 28. Commitments and Contingencies |
|
| 29. Segment Information |
|
| 30. Related Party Information |
|
| 31. Additional Financial Instruments Disclosure |
|
| 32. Events Subsequent to Year End |
|
| 33. Critical Accounting Estimates and Judgements |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES
The significant policies which have been adopted in the preparation of this Financial Report are:
$1.1$ Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards. The financial report has also been prepared on a historical cost basis. except for "available-for-sale" and "at fair value through profit or loss" investments and investment properties which have been measured at fair value.
These accounting policies have been consistently applied by each entity in CVC and, except where a change in accounting policy is indicated, are consistent with those of the previous year. Management is required to make judgements, estimates and assumptions in relation to the carrying value of assets and liabilities, that have significant risk of material adjustments in the next year and these have been disclosed in the relevant notes to the financial statements.
Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying CVC's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 33.
$1.2$ Statement of Compliance
The financial report complies with Australian Accounting Standards, which include the Australian Accounting Interpretations. The financial report also complies with International Financial Reporting Standards (IFRS).
Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2012 reporting period:
AASB 9 Financial Instruments was released in late 2009 and is mandatory for periods beginning on or after 1 January 2013, The Standards will require two measurement models: amortised cost and fair value. Application of the standard is not expected to have a significant impact on the financial statements.
AASB 10 Consolidated Financial Statements, AAB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities, AASB 128 Investments in Associates and Joint Ventures, AASB 127 Separate Financial Statements Standards is mandatory for periods beginning on or after 1 January 2013 the new accounting policies provide more reliable and relevant information for users to assess the composition of the group and the amounts, timing and uncertainty of future cash flows and introduces a single definition of control that applies to all entities. Control exists when the investor can use its power to affect the amount of its returns. Application of the standard is not expected to have a significant impact on the financial statements.
AASB 13 Fair Value Measurement was released in September 2011 and is mandatory for periods beginning on or after 1 January 2013 with early adoption permitted. It explains how to measure fair value and aims to enhance fair value disclosures. Application of the standard is not expected to have a significant impact on the financial statements.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
$1.3$ Principles of Consolidation
Controlled entities
The consolidated financial statements comprise the financial statements of CVC Limited (the "Company") and its subsidiaries during the year ended 30 June 2012 ("CVC"). The financial statements of controlled entities are included in the results only from the date control commences until the date control ceases and include those entities over which CVC has the power to govern the financial and operating policies so as to obtain benefits from their activities.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profits and losses resulting from intra-group transactions have been eliminated in full and the reporting period and accounting policies of subsidiaries are consistent with those of the parent entity,
The acquisition of subsidiaries is accounted for using the purchase method of accounting which allocates the cost of the business combination to the fair value of the assets acquired and the liabilities assumed at the date of acquisition.
Non-controlling interests not held by CVC are allocated their share of net profit after tax in the statement of comprehensive income and are presented within equity in the consolidated statement of financial position, separately from parent shareholders' equity. Increases in investments in existing controlled entities are recognised by CVC in equity with no impact on goodwill and the statement of financial performance. The difference between the consideration paid by CVC and the carrying amount of noncontrolling interest has been included in asset revaluation reserve.
Associates
Associates are those entities, other than partnerships, over which CVC exercises significant influence but not control. In the consolidated financial statements investments in associates are accounted for using equity accounting principles. Investments in associates are carried at the lower of the equity accounted amount and recoverable amount. CVC's equity accounted share of the associates' net profit or loss is recognised in the consolidated statement of comprehensive income from the date significant influence commences until the date significant influence ceases. CVC's equity accounted share of movements in retained profits from changes in accounting policies by associates is recognised directly in consolidated retained earnings (note 23). CVC's equity accounted share of other movements in reserves of associates is recognised directly in consolidated reserves.
Parent entity information
The financial information of the Company is disclosed in note 3 and has been prepared on the same basis as the consolidated financial statements with the exception of investments in associates and controlled entities which are accounted for as "available-forsale" investments.
Joint ventures
CVC's interests in joint venture partnerships are accounted for using equity accounting principles. Investments in joint venture partnerships are carried at the lower of the equity accounted amount and recoverable amount. CVC's equity accounted share of the joint venture partnerships' net profit or loss is recognised in the consolidated statement of comprehensive income from the date joint control commences to the date joint control ceases. CVC's share of other movements in reserves is recognised directly in consolidated reserves.
Goodwill
Goodwill is considered to have an indefinite life and represents the excess of the purchase consideration over the fair value of identifiable net assets acquired at the time of acquisition of a business or shares in a controlled entity. Following initial recognition goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised.
1.4 Impairment
Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Non-financial assets other than goodwill that suffered impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
$1.5$ Investments
Set-off of financial assets and liabilities
For investments with direct associated debt, the financial assets and liabilities are reflected on a net basis where this reflects a right, and an intention, to set-off the expected future cash flows from settling those assets and liabilities.
$1.6$ Income Tax and Other Taxes
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities on the current period's taxable income at the tax rates enacted by the reporting date. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profits will be available against which deductible temporary differences and the carry-forward of unused tax credits can be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit.
Tax consolidation legislation
The controlled entities of the Company implemented the tax consolidation legislation as at 30 June 2003. The entities in the consolidated group continue to account for their own current and deferred tax amounts. CVC has applied the "stand-alone taxpayer" approach in determining the appropriate amount of current taxes and deferred taxes to be allocated to members of the tax consolidated group. The Company recognises the current tax liabilities (or assets) from controlled entities in the tax consolidated group. To the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised the Company recognises the deferred tax assets from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.
Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST), except:
- when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense item as applicable; and
- receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities which are recoverable from, or payable to, the taxation authority are classified as operating cash flows.
1.7 Cash and Cash Equivalents
For the statement of cash flows, cash includes cash on hand and short-term deposits with an original maturity of three months or less.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.8 Trade and Other Pavables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to CVC prior to the end of the financial year that are unpaid and arise when CVC becomes obliged to make future payments in respect of the purchase of these goods and services. Trade payables are non-interest bearing and are normally settled on average between 30 day and 45-day terms.
1,9 Trade and Other Receivables
Trade receivables, which generally have 30-120 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective evidence that CVC will not be able to collect the debts. Bad debts are written off when identified.
1.10 Property, Plant and Equipment
Acquisition
Items of property, plant and equipment are recorded at cost and depreciated as outlined below.
Investment properties
Investment properties are initially measured at cost, including transaction costs. Investment properties are stated at fair value, which reflect market conditions at the reporting date. Gains or losses arising from changes in the fair value of investment properties are recognised in the statement of financial performance in the year in which they arise.
Leased plant and equipment
Lease of plant and equipment under which the Company or its controlled entities assume substantially all the risks and benefits of ownership are classified as finance leases. Other leases are classified as operating leases.
Finance leases are capitalised. A lease asset and a liability equal to the present value of the minimum lease payments are recorded at the inception of the lease. Lease liabilities are reduced by repayments of principal. The interest components of the lease payments are charged to the statement of comprehensive income. Contingent rentals are expensed as incurred.
Payments made under operating leases are charged against profits in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property.
Depreciation and amortisation
Property, plant and equipment are depreciated/amortised using the straight line and diminishing value methods over the estimated useful lives, with the exception of finance lease assets. Finance lease assets are amortised over the term of the relevant lease, or where it is likely CVC will obtain ownership of the asset, the life of the asset. Depreciation and amortisation rates and methods are reviewed annually for appropriateness. When changes are made, adjustments are reflected prospectively in current and future periods only.
The current depreciation rates for each class of assets are as follows:
| Plant and equipment | 5% to 50% |
|---|---|
| Leased assets | 15% to 25% |
| Leashehold improvements 2.5% to 30% |
The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amounts being estimated when events or changes in circumstances indicate that the carrying value may be impaired.
1.11 Inventories
Inventories are measured at the lower of cost and net realisable value. Cost is calculated using the average cost method and includes direct and allocated costs incurred in acquiring the inventories and bringing them to their present location and condition. Provision is recognised when there is objective evidence that the consolidated entity will not be able to sell the inventory at normal reseller pricing.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
$1.12$ Investments and Other Financial Assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either "financial assets at fair value through profit or loss", "loans and receivables", "held-to-maturity investments", or "available-for-sale" investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, transaction costs. CVC determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end.
All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that CVC commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the marketplace.
"At fair value through profit or loss"
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. After initial recognition "at fair value through profit or loss" assets are measured at fair value with gains or losses being recognised in the statement of financial performance.
The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method, Gains and losses are recognised in the statement of comprehensive income when the loans and receivables are derecognised or impaired, as well as through the amortisation process.
"Available-for-sale investments"
"Available-for-sale" investments are those non-derivative financial assets that are designated as "available-for-sale" or are not classified as any of the three preceding categories. After initial recognition "available-for-sale" investments are measured at fair value with gains or losses being recognised as separate components of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in the statement of comprehensive income.
The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date. For investments with no active market, fair value is determined using valuation techniques. Such techniques include using recent arm's length market transactions; net asset backing; reference to the current market value of another instrument that is substantially the same and discounted cash flow analysis.
All other non-current investments are carried at the lower of cost and recoverable amount.
CVC assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as "available-for-sale", a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for "available-for-sale" financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the statement of comprehensive income - is removed from equity and recognised in the statement of comprehensive income. Impairment losses recognised in the statement of comprehensive income on equity instruments classified as "available-for-sale" are not reversed through the statement of comprehensive income.
1.13 Intangible Assets other than Goodwill
Intangible assets are initially recorded at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.14 Interest-Bearing Loans and Borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
Borrowing costs consists of interest and other costs relating to the financing of the acquisition of investment properties, and are expensed in the period they occur.
1.15 Revenue and Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to CVC and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised in total income when the significant risks and rewards of ownership have been transferred to the customer. This transfer generally occurs when the goods are delivered to the customer.
Interest income
Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Sale of non-current assets
The gain or loss on sale of non-current asset sales is included as income at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed.
The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal and in the case of "available-for-sale" assets will include any amount attributable to the asset which is included in reserves.
Where an equity investment in a controlled entity is reduced and the entity ceases to be controlled, revenue from either the sale of goods or services from that investment ceases to be included in the statement of comprehensive income. If the equity investment continues to be held as an "available-for-sale asset", changes in its fair value will be recognised directly in other comprehensive income. This may impact the ability to directly compare financial information.
Provision of services
Revenue from the provision of services represents management fees charged to associated entities and is recognised when the terms or the agreement are satisfied.
Revenue from the provision of warehousing services to external parties is recognised as the service is provided.
Where a financial asset has been issued in exchange for services, the market value of that asset is included as income at the date an unconditional contract is signed.
Dividends
Revenue from dividends and other distributions from controlled entities are recognised by the parent entity when they are declared by the controlled entities.
Revenue from dividends from associates is recognised by the Company when dividends are received.
Revenue from dividends from other investments is recognised when received.
Dividends received out of pre-acquisition reserves are recognised in revenue and the investment is also assessed for impairment.
Rental income
Rental revenue from operating leases is recognised on a straight line basis over the term of the lease.
Outgoings recovered
Outgoings recovered in relation to operating leases are recognised on a straight line basis over the term of the lease.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.16 Employee Entitlements
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date.
Share based payment transactions
CVC provides benefits to employees (including senior executives) of CVC in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted, and amortised over the term of the plan.
Non-current assets held for sale and discontinuing operations 1.17
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
1.18 Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Shares issued under the CVC Executive Long Term Incentive Plan are treated as an option grant. The Black Scholes model is applied to calculate any equity based compensation amount arising from the assessed value of the shares issued exceeding the amount which the employee is required to pay for those shares. Such amounts are amortised over the relevant period during which the shares become available on an unrestricted basis. An increase in the value of contributed equity is also only recognised at the end of the period when the shares become available on an unrestricted basis.
1.19 Earnings Per Share
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
1.20 Comparative Figures
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.
$1.21$ Segment Reporting
A business segment is a distinguishable component of the entity that is engaged in providing differentiated products or services.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 2: CONTROLLED ENTITIES
Composition of Consolidated Group $2.1$
The consolidated financial statements include the following controlled entities. The financial years of all controlled entities are the same as that of the parent entity. All companies are incorporated in Australia.
| Interest Held by Consolidated Entity | ||
|---|---|---|
| 2012 | 2011 | |
| $\%$ | $\%$ | |
| CVC Limited | ||
| Direct Controlled Entities: | ||
| Biomedical Systems Pty Limited | 100 | 100 |
| CVC Fairfield Pty Limited | 100 | 100 |
| CVC Finance Company Pty Limited | 100 | 100 |
| CVC Funds Management Pty Limited | 100 | 100 |
| CVC Knoxfield Unit Trust No. 2 | 100 | 100 |
| CVC Investment Managers Pty Limited | 100 | 100 |
| CVC Managers Pty Limited | 100 | 100 |
| CVC Mezzanine Finance Pty Limited | 100 | 100 |
| CVC Narabang Pty Limited | 95 | 95 |
| CVC (Newcastle) Pty Limited | 100 | 100 |
| CVC Property Managers Limited | 100 | 100 |
| CVC Property Fund | 90 | 90 |
| CVC Private Equity Limited | 59 | 57 |
| Renewable Energy Managers Pty Limited | 100 | 100 |
| Stinoc Pty Limited | 99 | 99 |
| The Eco Fund Pty Limited | 100 | 100 |
| CVC Renewables Pty Limited | 94 | 100 |
| CVC Resources Pty Limited | 100 | 100 |
| CVC Greens Pty Limited | 100 | N/A |
| CVC Reef Investment Managers Pty Limited | 100 | N/A |
| Cellnet Group Limited | 49 | N/A |
| Controlled Entities owned 100% by CVC Property Fund: | ||
| Belrose Unit Trust No. 1 | 100 | 100 |
| Belrose Unit Trust No. 2 | 100 | 100 |
| Belrose Unit Trust No. 3 | 100 | 100 |
| CVC Knoxfield Unit Trust No. 1 | 100 | 100 |
| Frenchs Forest No. 1 Trust | 100 | 100 |
| Frenchs Forest No. 2 Trust | 100 | 100 |
| Lauden CVC Property Trust | 100 | 100 |
| Controlled Entities owned by CVC Private Equity Limited: | ||
| Battery Energy Power Solutions Pty Limited | 43 | N/A |
| Controlled Entities owned by CVC Renewables Pty Limited: Battery Energy Power Solutions Pty Limited |
27 | N/A |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 2: CONTROLLED ENTITIES (CONTINUED)
Composition of Consolidated Group (Continued) $2.1$
| Interest Held by Consolidated Entity | ||
|---|---|---|
| 2012 | 2011 | |
| Controlled Entities owned 100% by CVC Narabang Pty Limited: | ||
| Narabang Constructions Pty Limited | 100 | 100 |
| Controlled Entities jointly owned by CVC Renewables Pty Limited and CVC Reef Investment Managers: | ||
| Wind Corporation Australia Pty Limited | 80 | N/A |
| Hampton Wind Park Company Pty Limited | 80 | N/A |
| Controlled Entities controlled by Cellnet Group Limited: Cellnet Limited |
100 | N/A |
| Comms Plus Marketing Pty Limited | 100 | N/A |
| C&C Warehouse (Holdings) Pty Limited | 100 | N/A |
| VME Systems Pty Limited | 100 | N/A |
| Michael Hornsby & Associates Pty Limited | 100 | N/A |
| Regadget Pty Limited | 90 | N/A |
| OYT Pty Limited | 100 | N/A |
| Cellnet Online Pty Limited | 100 | N/A |
Acquisition and Disposals of Controlled Entities - Battery Energy Power Solution Pty Limited $2.2$
On 19 December 2011, CVC Renewables Pty Limited acquired 45% of Battery Energy Power Solution Pty Limited for a consideration of \$336,374. Immediately prior to that date CVC Limited had an existing holding of 25% of the equity on issue with a fair value of nil and CVC Private Equity Limited had an existing holding of 30% of the equity on issue with a fair value of \$180,000. The combined deemed consideration amounted to \$516,374.
A summary of the acquisition is as follows:
| \$ | |
|---|---|
| Assets and Liabilities of Battery Energy Power Solution Pty Limited at | |
| Acquisition: | |
| Cash assets | 1,092,292 |
| Trade and other receivables | 1.326.828 |
| Inventories | 1,511,785 |
| Trade and other payables | (3,313,459) |
| Total identifiable net assets at fair value | 617.446 |
| Less: non-controlling interest | (101,072) |
| Consideration for acquisition | 516.374 |
For the period from acquisition to the end of the financial year, Battery Energy Power Solution Pty Limited recorded revenues of \$4,332,729 and profit after tax of \$283,963. If Battery Energy Power Solution Pty Limited had been owned for the whole of the financial year the revenue included would have been \$8,439,061 and loss after tax would have been \$356,530.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 2: CONTROLLED ENTITIES (CONTINUED)
Acquisition and Disposals of Controlled Entities - CVC REEF Investment Managers Limited 2.3
On 19 December 2011, CVC acquired 50% of CVC REEF Investment Managers Limited for a consideration of \$2,771. Immediately prior to that date CVC had an existing holding of 50% of the equity on issue with a fair value of \$389,844. The combined deemed consideration amounted to \$392,615.
A summary of the acquisition is as follows:
| ъ | |
|---|---|
| Assets and Liabilities of CVC REEF Investment Managers Limited at | |
| Acquisition: | |
| Cash assets | 18,988 |
| Trade and other receivables | 2,820,058 |
| Trade and other payables | (2.059,359) |
| Total identifiable net assets at fair value | 779.687 |
| Discount on acquisition | (387,072) |
| Consideration for acquisition | 392.615 |
For the period from acquisition to the end of the financial year, CVC REEF Investment Managers Limited recorded revenues of \$992,692 and profit after tax of \$720,969. If CVC REEF Investment Managers Limited had been owned for the whole of the financial year the revenue included would have been \$2,850,165 and profit after tax would have been \$1,739,621.
Acquisition and Disposals of Controlled Entities - Wind Corporation Australia Pty Limited $2.4$
On 19 December 2011, CVC acquired 80% of Wind Corporation Australia Pty Limited for a consideration of \$2,969,963. A summary of the acquisition is as follows:
| ъ | |
|---|---|
| Assets and Liabilities of Wind Corporation Australia Pty Limited at | |
| Acquisition: | |
| Cash assets | 1,425,111 |
| Trade and other receivables | 3,926,395 |
| Property, plant and equipment | 813.546 |
| Trade and other payables | (96, 258) |
| Total identifiable net assets at fair value | 6,068.794 |
| Less: non-controlling interest | (1,213,759) |
| Discount on acquisition | (1,885,072) |
| Consideration for acquisition | 2.969.963 |
For the period from acquisition to the end of the financial year, Wind Corporation Australia Pty Limited recorded revenues of \$101,004 and loss after tax of \$11,788. If Wind Corporation Australia Pty Limited had been owned for the whole of the financial year the revenue included would have been \$367,079, and loss after tax would have been \$124,970.
Acquisition and Disposals of Controlled Entities - CVC Renewables Pty Limited 2,5
On 20 December 2011, CVC increased its ownership from 79.14% to 93.96% via the acquisition of a 14.82% further interest in CVC Renewables Pty Limited for a consideration of \$925,520.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 2: CONTROLLED ENTITIES (CONTINUED)
$2.6$ Acquisition and Disposals of Controlled Entities - Cellnet Group Limited
On 1 January 2012, CVC was deemed to have acquired the control of the company with a 46.69% interest in the ordinary shares of Cellnet Group Limited as it was determined that following the ongoing share buy back program that the company was undertaking, CVC had increased its ownership in the company to a point where it had the ability to determine the outcome of any shareholder resolutions, and as such was deemed to have acquired control of the company. Immediately prior to that date the fair value of CVC's existing holding in the company was \$8,968,695. A summary of the acquisition is as follows:
| D | |
|---|---|
| Assets and Liabilities of Cellnet Group Limited at Acquisition: | |
| Cash assets | 15,219.953 |
| Trade and other receivables | 14,829,835 |
| Inventories | 6,237,980 |
| Property, plant and equipment | 1,408,291 |
| Intangibles | 149.246 |
| Trade and other payables | (13,662,439) |
| Total identifiable net assets at fair value | 24.182.866 |
| Less; non-controlling interest | (12.891, 343) |
| Discount on acquisition | (2.322, 828) |
| Consideration for acquisition | 8,968,695 |
For the period from acquisition to the end of the financial year, Cellnet Group Limited recorded revenues of \$29,482,000 and loss after tax of \$883,000. If Cellnet Group Limited had been owned for the whole of the financial year the revenue included would have been \$65,408,000 and loss after tax would have been \$488,000.
$2.7$ Acquisition and Disposals of Controlled Entities - OYT Pty Limited
During the current year the consolidated entity acquired an interest in OYT Pty Ltd in two separate stages. On 1 January 2012 CVC acquired the Cellnet Group Limited which included 30% of the share capital in OYT Pty Limited. The remaining 70% of share capital was acquired for a consideration of \$50,831 on the 17 February 2012. The fair value of identifiable net assets acquired from OYT Pty Limited on 17 February 2012 is illustrated in the table below.
| D | |
|---|---|
| Assets and Liabilities of OYT Pty Limited at Acquisition: | |
| Cash and cash equivalents | 26.029 |
| Trade and other receivables | 42,490 |
| Inventories | 115 918 |
| Property, plant and equipment | 1.242 |
| Intangibles | 46.353 |
| Trade and other payables | (146,985) |
| Total identifiable net assets at fair value | 35.047 |
| Discount on acquisition | (34,216) |
| Consideration for acquisition | 50.831 |
For the period from acquisition to the end of the financial year, OYT Pty Limited recorded no profit or loss to CVC. If the acquisition had taken place at the beginning of the year, revenue included would have been \$1,824,000 and the loss for the year would have been \$2,121,000.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 3: PARENT COMPANY INFORMATION
$\frac{1}{2}$
The salient financial information in relation to the parent company, CVC Limited, are as follows:
STATMENT OF COMPREHENSIVE INCOME $\mathbf{i}$
| 2012 | 2011 | |
|---|---|---|
| \$ | \$ | |
| INCOME | ||
| Net gain on sale of equity investments | 1,924,142 | 4,125,861 |
| Interest revenue | 6,848,211 | 8,038,741 |
| Dividend revenue | 20,499,881 | 1,548,785 |
| Recovery of investments in controlled entities | 443,798 | |
| Recovery of investment in associated entities | 5,763,240 | 56.793 |
| Recovery of investment in related entities | 447,143 | |
| Recovery of investment in unrelated entities | 83,800 | |
| Recovery of loans to controlled entities | 1.262,415 | 435,822 |
| Recovery of loans to related entities | 212,967 | 37,018 |
| Recovery of loans to unrelated entities | 1,147,272 | |
| Other income | 16,733 | 1,063,559 |
| Total income | 37,058,532 | 16,897,649 |
| EXPENSES | ||
| Impairment of listed investments | 4,107,591 | |
| Impairment of unlisted investments | 161,609 | |
| Impairment of investments in associated entities | 355,333 | 341,098 |
| Impairment of investments in related entities | 5,566,118 | 2,475,460 |
| Impairment of loans to controlled entities | 5,733,044 | 494,372 |
| Impairment of loans to related entities | 83,312 | 49,935 |
| Management and consultancy fees | 6,500,040 | 6,601,251 |
| Net realised foreign exchange loss | 13,337 | 5,541 |
| Net unrealised foreign exchange loss | 681,233 | |
| Other expenses | 1,151,218 | 1,168,007 |
| Profit before related income tax expense | 13,386,930 | 5,080,752 |
| Income tax expense | 312,600 | 2,020,250 |
| Net profit | 13,074,330 | 3,060,502 |
| Other comprehensive income | ||
| "Available-for-sale" investments: | ||
| - Decrease in fair values recognised in other reserves | (2,049,714) | (3,074,702) |
| - Amounts transferred from other reserves to other comprehensive income on sale | (1, 123, 537) | (704, 393) |
| Other comprehensive income for the year, net of tax | (3.173, 251) | (3,779,095) |
| Total comprehensive income for the year | 9,901,079 | (718, 593) |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 3: PARENT COMPANY INFORMATION (CONTINUED)
$\mathbf{ii}$ STATEMENT OF FINANCIAL POSITION
| 2012 | 2011 | |
|---|---|---|
| \$ | \$ | |
| CURRENT ASSETS | ||
| Cash and cash equivalents | 30,195,909 | 10,137,992 |
| Loans and other receivables | 16,349,801 | 12,610,887 |
| Financial assets - "at fair value through profit or loss" | 2,191,784 | |
| Financial assets - "available-for-sale" | 674,275 | |
| Other assets | 123,522 | 118,783 |
| Total current assets | 49,535,291 | 22,867,662 |
| NON-CURRENT ASSETS | ||
| Loans and other receivables | 40,428,964 | 50,296,368 |
| Financial assets - "available-for-sale" | 75,903.129 | 100,475,476 |
| Total non-current assets | 116,332,093 | 150,771,844 |
| TOTAL ASSETS | 165,867,384 | 173,639,506 |
| CURRENT LIABILITIES | ||
| Trade and other payables | 1,028,302 | 972,853 |
| Interest bearing loans and borrowings | 539,902 | 539,902 |
| Current tax liabilities | 2,228,720 | 3,764,948 |
| Total current liabilities | 3,796.924 | 5,277,703 |
| NON-CURRENT LIABILITIES | ||
| Trade and other payables | 38,832,159 | 44,683,717 |
| Total non-current liabilities | 38,832,159 | 44,683,717 |
| TOTAL LIABILITIES | 42,629,083 | 49,961,420 |
| NET ASSETS | 123,238.301 | 123,678,086 |
| EQUITY | ||
| Contributed equity | 106,813.787 | 110,978,239 |
| Retained earnings | 14,707,291 | 7,809,375 |
| Other reserves | 1,717,223 | 4,890,472 |
| TOTAL EQUITY | 123,238,301 | 123,678,086 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
| 2012 | 2011 | |
|---|---|---|
| NOTE 4: INCOME |
Ŝ | \$ |
| Rental income | ||
| Related entities | 142,380 | 284,760 |
| Unrelated entities | 4,175,605 | 5.803,256 |
| Outgoings recovered | ||
| Unrelated entities | 965,390 | 830,791 |
| Revenue from services | ||
| Related entities | 441.207 | 457,416 |
| Unrelated entities | 1,325,814 | 500,000 |
| Net gain on sales of equity investments | 6,563,439 | 4,225,860 |
| Net gain on sale of investment property | 2,957,546 | |
| Interest: | ||
| Related entities | 585,518 | 210,707 |
| Unrelated entities | 10,258,730 | 8,436,271 |
| Dividends | ||
| Related entities | 1,932,023 | 1,467,642 |
| Unrelated entities | 622,164 | 286,413 |
| Sale of goods | 32,036,945 | |
| Discount on acquisition | 4,629,188 | |
| Impairment recoveries | ||
| Recovery of investments in associated entities | 2,519,961 | 1,667,256 |
| Recovery of investments in related entities | 446,574 | |
| Recovery of loans in associated entities | 175,000 | 25,000 |
| Recovery of loans in related entities | 212,967 | 37,018 |
| Recovery of loans in unrelated entities | 1,982,732 | |
| Net realised foreign exchange gain | 574,586 | |
| Other revenue | 490,517 | 1,258,041 |
| Total income | 68,098,008 | 30,430,709 |
NOTE 5: PROFIT BEFORE INCOME TAX EXPENSE
ţ
Profit before income tax expense has been arrived at after charging the following items:
| Borrowing costs: | ||
|---|---|---|
| Related entities | 1,104,544 | 954,302 |
| Other entities | 1,968,112 | 3,091,228 |
| Total borrowing costs | 3,072,656 | 4,045,530 |
| Other expenses: | ||
| Audit fees | 366,766 | 210,095 |
| Directors fees | 695,476 | 584,000 |
| Insurance | 291,070 | 167,289 |
| Legal costs | 234,950 | 242,826 |
| Travel and accommodation | 193,831 | 87,294 |
| All other expenses | 3,204,391 | 914,276 |
| Total other expenses | 4,986,484 | 2,205,780 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
| 2012 \$ |
2011 \$ |
|
|---|---|---|
| NOTE 6: INCOME TAX |
||
| 6.1 Income Tax Expense/(Benefit): |
||
| Accounting profit before income tax | 12,309,760 | 15,224,110 |
| Income tax expense/(benefit) at the statutory | ||
| income tax rate of 30% | 3,692,928 | 4,567,233 |
| Increase in income tax expense due to: | ||
| Trust loss not deductible | 921,140 | 95,374 |
| Sundry items | 34,840 | 32,938 |
| Decrease in income tax expense due to: | ||
| Dividends received | (1,658,106) | (376, 163) |
| Tax loss utilised | (112, 311) | |
| Net deferred tax not recognised | (207,091) | (386, 956) |
| 2,783,711 | 3,820,115 | |
| Adjustments in respect of current income tax of previous years (a) | 129,412 | (885) |
| Income tax expense | 2,913,123 | 3,819,230 |
| The major components of income tax expense are: | ||
| Current income tax charge | 2,499,507 | 3,769,733 |
| Deferred income tax | 284,204 | 50,382 |
| Adjustments in respect of current income tax of previous years (a) | 129,412 | (885) |
| Income tax expense reported in the statement of financial performance | 2,913,123 | 3,819,230 |
(a) The adjustment in respect of current income tax includes an underprovision on tax liability of 2011 tax year.
$6.2$ Current Tax Assets:
l,
ă
| Income tax receivable: Balance at the end of the year |
82,924 | 17,887 |
|---|---|---|
| 6.3 Current Tax Liabilities: |
||
| Income tax payable: Balance at the end of the year |
2,329,337 | 3,763,503 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 6: INCOME TAX (CONTINUED)
Deferred Tax Assets: $6.4$
$\begin{array}{c} 1 \ 1 \ 2 \end{array}$
$\mathbf i$
$\frac{1}{4}$
$\frac{1}{2}$
Deferred income tax at 30 June related to the following deferred tax assets:
| Included in Income | Included in Equity | Total | |
|---|---|---|---|
| 5 | \$ | ||
| Year ended 30 June 2012 | |||
| "Available-for-sale" investments | 14,889 | 14,889 | |
| Provisions and accrued expenses | 819,233 | 819,233 | |
| Impairment expenses | 11,288,744 | 11,288,744 | |
| Share raising costs | 18,366 | 18,366 | |
| Equity accounted investments | 3,750,435 | 3,750,435 | |
| Other | 535,200 | 535,200 | |
| Tax losses | 15,849,844 | 15,849,844 | |
| Deferred tax assets not recognised | (32, 222, 390) | (18, 366) | (32, 240, 756) |
| 35,955 | 35,955 | ||
| Year ended 30 June 2011 | |||
| Provisions and accrued expenses | 336,144 | 336,144 | |
| Impairment expenses | 17,327,852 | 17,327,852 | |
| Share raising costs | 24,222 | 24,222 | |
| Equity accounted investments | 1,577,687 | 1,577,687 | |
| Other | 83,566 | 83,566 | |
| Tax losses | 1,571,901 | 1,571,901 | |
| Deferred tax assets not recognised | (20,897,150) | (24, 222) | (20, 921, 374) |
$6.5$ Deferred Tax Liabilities
Deferred income tax at 30 June related to the following deferred tax liabilities:
| Year ended 30 June 2012 | |||
|---|---|---|---|
| "Available-for-sale" investments | |||
| Receivables | 1,067,340 | 1,067,340 | |
| Equity accounted income | 8,621,473 | 8,621,473 | |
| Property, plant and equipment | 90,989 | 90,989 | |
| Intangible Assets | 21,000 | 21,000 | |
| Gain on Acquisition | 713,394 | 713,394 | |
| Other | 243,581 | 243,581 | |
| Deferred tax liabilities not recognised | (10,433,886) | (10, 433, 886) | |
| 323,891 | 323,891 | ||
| Year ended 30 June 2011 | |||
| "Available-for-sale" investments | 3,635,501 | 3,635,501 | |
| Receivables | 931,984 | 931,984 | |
| Equity accounted income | 3,057,733 | 3,057,733 | |
| Property, plant and equipment | 4,136 | 4,136 | |
| Other | 269,502 | 269,502 | |
| Deferred tax liabilities not recognised | (4,263,355) | (3,635,501) | (7,898,856) |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 6: INCOME TAX (CONTINUED)
6.6 Tax Consolidation
The controlled entities of the Company implemented the tax consolidation legislation as at 30 June 2003. Members of the group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities to subsidiaries in the event the tax liability is not paid.
The entities in the consolidated group continue to account for their own current and deferred tax amounts. The members of the tax consolidated group has applied the "stand-alone taxpayer" approach in determining the appropriate amount of current taxes and deferred taxes to be allocated to members of the tax consolidated group,
In addition to its own current and deferred tax amounts, the Company recognises the current tax liabilities (or assets) from controlled entities in the tax consolidated group. To the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised the Company recognises the deferred tax assets from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.
Members of the tax consolidated group have entered into a tax funding agreement. Under the funding agreement the allocation of tax within the group is calculated as if each entity was an individual entity for tax purposes. Unless agreed between the members the tax funding agreement requires payment as a result of the transfer of tax amounts.
NOTF7 EARNINGS PER SHARE
| 2012 \$ |
2011 \$ |
|
|---|---|---|
| Basic and Diluted earnings per share (dollars per share) | 0.0740 | 0.0786 |
| Reconciliation of earnings used in the calculation of earnings per share: | ||
| Profit after income tax | 9.396,637 | 11,404,880 |
| Less: non-controlling interest | 263,527 | 1.176,386 |
| Net profit attributable to members of the parent entity | 9.133.110 | 10,228,494 |
| Number of Shares | ||
| Weighted average number of ordinary shares - Basic and Diluted | 123,351,129 | 130,109,595 |
| Number of shares on issue at the end of the year | 122,336,368 | 127,088,001 |
NOTE 8: DIVIDENDS
Dividends proposed or paid and not provided for in previous years by the Company are: Declared during the financial year and included within the statement of financial position:
| Cents Per Share |
Total S |
Date of Payment |
Tax rate for Franking Credit |
Percentage Franked |
|
|---|---|---|---|---|---|
| 2012 Interim dividend on ordinary shares | 2.00 | 2,462,398 | 1 March 2012 | 30% | 100% |
| 2011 Final dividend on ordinary shares | 3.00 | 3.714.016 | 9 September 2011 | 30% | 100% |
| 2011 Interim dividend on ordinary shares | 2.00 | 2,560,613 | 21 March 2011 | 30% | 100% |
| 2010 Final dividend on ordinary shares | 3.00 | 3.955.839 | 8 September 2010 | 30% | 100% |
Declared after the end of the financial period and not included in the statement of financial position:
A final dividend in respect of the year ended 30 June 2012 of 3 cents per share was declared on 20 August 2012 to be paid on 7 September 2012 to those shareholders registered on 31 August 2012.
| The Company | |||
|---|---|---|---|
| 2012 | 2011 | ||
| S | \$ | ||
| Dividend franking account | |||
| Franking credits available to shareholders for subsequent financial years | 17,108,977 | 15,340,883 | |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 8: DIVIDENDS (CONTINUED)
The franking account is stated on a tax paid basis. The balance comprises the franking account at year-end adjusted for:
- franking credits that will arise from the payment of the amount of the provision for income tax $(a)$
- franking debits that will arise from the refund of overpaid tax instalments paid $(b)$
- $(c)$ franking debits that will arise from the payment of dividends recognised as a liability at year-end
- franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date $(d)$
- $(e)$ franking credits that the entity may be prevented from distributing in subsequent years.
The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends.
NOTE 9: LOANS AND OTHER RECEIVABLES
| 2012 | 2011 | |
|---|---|---|
| \$ | \$ | |
| Current | ||
| Trade receivables | 13,207,390 | 533,543 |
| Allowance for impairment loss | (131.415) | |
| Other receivables and prepayments | 1,189,692 | 400.954 |
| Loans to related entities | 9,388,517 | 8,108,806 |
| Impairment of loans to related entities | (2,005,581) | (3,562,948) |
| Loans to other corporations | 31,449,073 | 20,359,534 |
| 53,097,676 | 25,839,889 | |
| Non-current | ||
| Loans to related entities | 2,821,209 | 1,281,942 |
| Impairment of loans to related entities | (947.941) | (1,035,399) |
| Loans to other corporations | 6,904,571 | 13,469,591 |
| Impairment of loans to other corporations | (76,689) | (30,000) |
| 8.701,150 | 13,686,134 |
$9.1$ Trade receivables
Trade receivables are non-interest bearing and are generally on 3 - 30 day terms. Certain trade receivables are insured through a debtors' insurance policy. A provision for impairment loss is recognised when there is objective evidence that an individual trade receivable is impaired and not recoverable within the terms of the insurance policy.
Movements in the provision for impairment loss were as follows:
| Carrying amount at the beginning of the year | - | |
|---|---|---|
| Additions through purchase of controlled entities | 314.160 | $\bullet$ |
| Charge for the year | 140.149 | $\overline{\phantom{0}}$ |
| Amount recovered | (225,906) | |
| Amounts written off | (96.988) | |
| Carrying amount at the end of the year | 131,415 | ۰ |
The ageing analysis of the trade receivables is as follows:
| Total | $0 - 30$ | $31 - 60$ | $61 - 90$ | $+91$ | $61 - 90$ | $+91$ | |
|---|---|---|---|---|---|---|---|
| davs | davs | days (PDNI) | days (PDNI) | days (CI) | days(CI) | ||
| Closing balance - 2012 | 13,207,390 | 8,932,343 | 1,922,392 | 588.450 | 1,632,790 | 39,234 | 92,181 |
| Closing balance - 2011 | 533,543 | 16.923 | $\blacksquare$ | $\overline{\phantom{a}}$ | 516,620 | ۰ | |
PDNI - Past due not impaired CI-Considered impaired
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 9: LOANS AND OTHER RECEIVABLES (CONTINUED)
$9.2$ Loans
When an entity does not pay a scheduled payment of principal and interest or management consider that there has been an adverse change in the underlying value of assets securing the loan a review is conducted to determine if the loan is considered to be impaired. Impairment of loans to related entities and other corporations has been determined after reviewing the underlying assets supporting the loans and the history of making payments to reduce both the principle and interest outstanding.
Movements in the provision for impairment loss were as follows:
| 2012 \$ |
2011 S |
|
|---|---|---|
| Carrying amount at the beginning of the year | 4,628,347 | 4,458,412 |
| Charge for the year | 170.854 | 231,953 |
| Amount recovered | (387,967) | (62.018) |
| Amounts written off | (1,381,023) | |
| Carrying amount at the end of the year | 3,030.211 | 4,628,347 |
Further details of loans are set out in notes 31 and 33.
NOTE 10: FINANCIAL ASSETS - "AVAILABLE-FOR-SALE"
| Current | ||
|---|---|---|
| Other investments – at cost | 700,000 | |
| Shares in listed corporations – at market value | 674,275 | |
| 674,275 | 700,000 | |
| Non-current | ||
| Shares in listed corporations – at market value | 22,495,665 | 42,316,108 |
| Other investments – at cost | 6,826,264 | 5,182,591 |
| Impairment of other investments – at cost | (1,500,000) | (1,500,000) |
| Public unlisted investments - at market value | 910,352 | 1,036,344 |
| Other investments – at market value | 433.562 | 433.562 |
| Impairment of other investments – at market value | (433,562) | (433, 562) |
| 28,732,281 | 47,035,043 | |
Where there has been a reduction in the share price of an investment that appears to be prolonged management have made an assessment as to whether impairment is required. Impairment of investments has been determined with reference to either a recent share price where an active market exists, discounted cash flow analysis, earnings multiples or underlying net assets. Management assesses the results to determine the most appropriate valuation.
10.1 Shares in listed corporations - at market value
The carrying value of certain investments classified as "Shares in listed corporations - at market value" has been determined by using the fair value approach. The closing "bid-price" was determined to be an appropriate indication for the fair value of the investment.
Significant share holdings are held in Resource Generation Limited, Mnet Group Limited, Vita Life Sciences Limited, Villa World Limited and Silver Bird Group Bhd. The number of shares held is greater than what would reasonably be considered to be liquid. The closing "bid-price" was determined to be an appropriate indication for the fair value of the investment. Refer note 33.7.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 10: FINANCIAL ASSETS - "AVAILABLE-FOR-SALE" (CONTINUED)
$10.2$ Other investments - at cost
The carrying value of certain investments classified as "Other investments - at cost" has been determined by using the fair value approach less transaction costs based on the asset based methodology, using the most recent audited financial report. The determination of the fair value has resulted in an impairment allowance of \$1,500,000 (2011: \$1,500,000).
10.3 Public unlisted investments - at market value
The carrying value of certain investments classified as "Public unlisted investments - at market value" has been determined by using the fair value approach. The closing "redemption-price" for the Concise Mid Cap Fund was determined to be an appropriate indication for the fair value of the investment.
Other investments - at market value 10.4
The carrying value of certain investments classified as "Other investments – at market value" of \$433,562 (2011: \$433,562) has been determined by using the fair value approach less transaction costs based on the asset based methodology. The determination of the fair value has resulted in an impairment allowance of \$433,562 (2011: \$433,562).
2012
Ś
2011
Ś
| NOTE 11: FINANCIAL ASSETS - "AT FAIR VALUE THROUGH PROFIT OR LOSS" | |||
|---|---|---|---|
| Current | Shares in listed corporations – at market value | 4.927.964 | – |
NOTE 12: INVENTORIES
| Current | ||
|---|---|---|
| Stock on hand | 9.156.158 | |
| Stock in transit | 393.284 | |
| Provision for obsolescence | (2.078, 639) | |
| Total inventories at the lower of cost and net realisable value | 7,470,803 |
Inventories recognised as an expense for the year ended 30 June 2012 totalled \$24,529,545. This expense has been included in the cost of goods sold in the Statement of Financial Performance.
NOTE 13: OTHER ASSETS
| Current Prepayments and deposits |
581,360 | 413,310 |
|---|---|---|
| INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD NOTE 14: |
||
| Non-current Equity accounted shares in listed associated companies (note 15) |
11,978,263 | 20.789,695 |
| Equity accounted shares in other associated companies (note 15) | 23,434,970 | 19,746,834 |
| 35,413,233 | 40.536,529 |
Where there has been a reduction in the share price of an investment that appears to be prolonged management have made an assessment as to whether impairment is required. The amount of the impairment has been determined after consideration of the fair value of the investments, being a recent share price where an active market exists, or alternative valuation methodologies from a review of the operations and assets of the company where an active market does not exist. Management assesses the results to determine the most appropriate valuation.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 14: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)
14.1 GPG (No. 7) Pty Limited
The carrying value of GPG (No. 7) Pty Limited ("GPG") has been determined by using the fair value approach and has been calculated as \$10,149,040 based on the net asset backing methodology, using the most recent reports provided by the company. Refer note 33.8.
14.2 Concise Asset Management Limited
The carrying value of Concise Asset Management Limited has been determined by using the fair value approach and has been calculated as nil based on the net asset backing methodology, using the most recent reports provided by the company. Refer note 33.8.
14.3 CVC Sustainable Investments
The carrying value of CVC Sustainable Investments ("CVCSI") has been determined by using the fair value approach and has been calculated as \$1,511,885 based on the net asset backing methodology, using the most recent reports provided by the group. Refer note 33.8.
14.4 JAK Investment Group Pty Ltd
The carrying value of JAK Investment Group Pty Ltd has been determined by using the fair value approach and has been calculated as nil based on the net asset backing methodology, using the most recent reports provided by the company. Refer note 33.8.
14.5 Everten Group Pty Limited
The carrying value of Everten Pty Limited has been determined by using the fair value approach and has been calculated as \$400,000 based on the original investment on 1 June 2012. Refer note 33.8.
14.6 Villa World Limited
The carrying value of Villa World Limited ("VLW") has been determined by using the fair value approach. The closing "bid-price" of VLW on 30 June 2012 was \$0.79 per share which was determined to be an appropriate indication for the fair value of the investment, despite the lack of an active market. Refer note 33.6 and 33.7.
14.7 CVC Wagga Wagga Unit Trust
The carrying value of CVC Wagga Wagga Unit Trust has been determined by using the fair value approach and has been calculated as nil based on the net asset backing methodology, using the most recent reports provided by the entity. Refer note 33.8.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 15: INVESTMENTS IN ASSOCIATED ENTITIES
Details of material interests in associated entities are as follows:
| Consolidated 2012 996,538 99,999 8,218,540 0,392,296 1,501,600 0,397,399 180,517 9,846,177 ä Consolidated 2012 1,511,885 0.149,040 1,374,045 400,000 1,978,263 5 4 9 6 7 8 7 9 8 9 4 9 6 7 9 8 9 8 50.0 2011 Consolidated ្ទុ មិនទីដូន ដូច មិនទីដូន អូ 2012 $\epsilon$ 50.0 50.0 20.2 të de të të të të të të të të o o o o o o o o o o o Type TVC Reef Investment Managers Limited (a) Ron Finemore Transport Pty Limited (b) Concise Asset Management Limited AK Investment Group Pty Ltd CVC Wagga Wagga Unit Trust Everten Group Pty Limited (b) CVC Sustainable Investments Pro-Pac Packaging Limited Cellnet Group Limited (a) GPG (No.7) Pty Limited Villa World Limited |
Ownership Interest | Investment Carrying Amount | Dividend Received/Receivable | |||
|---|---|---|---|---|---|---|
| 2011 | ||||||
| 284,720 | ||||||
| 599,368 | ||||||
| 35,413,233 | 40,536,529 | 1,296,537 | 884,088 |
(a) During the financial year Cellnet Group Limited and CVC Reef Investment Managers Limited became controlled entities of CVC. Refer note 2.
(b) Ron Finemore Transport Pty Limited and Everten Group Pty Limited are not con
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 15: INVESTMENTS IN ASSOCIATED ENTITIES (CONTINUED)
| Information on associated entities: | ||
|---|---|---|
| Cellnet Group Limited | a distributor of mobile and IT technology to the reseller community in Australia. | |
| Concise Asset Management Limited | a boutique fund manager focused on investments in ASX listed entities. | |
| CVC Reef Investment Managers Pty Limited | ٠ | is the investment manager for the CVC REEF Limited renewable energy investment company. |
| CVC Sustainable Investments | 1 | stapled companies focused on private equity investment in companies that are focused on improved environmental a group of outcomes. |
| CVC Wagga Wagga Unit Trust | ı | a property development of an industrial property in Wagga Wagga New South Wales. |
| GPG (No. 7) Pty Limited | GPG (No. $7$ ) Pry Limited is the holding company for the manufacturing operations of the blended foods, cereals and snack foods division of the previously Green's General Foods Pty Limited. |
|
| JAK Investment Group Pty Limited | 1 | a boutique real estate finance and investment house specialising in the provision of real estate capital solutions. |
| Pro-Pac Packaging Limited | a manufacturer and distributor of biodegradable flowable void fill packaging and the distribution of general industrial packaging products. |
|
| Ron Finemore Transport Pty Limited | Ron Finemore Transport Pty Limited is a regional road transport and logistics group. Although CVC holds 50% interest in the company, it does not have control of the management of the company. |
|
| Everten Group Pty Limited | an online kitchenware and gift basket business. | |
| Villa World Limited | of affordable residential communities within Queensland, New South Wales and Victoria, specialising in land only, land speculative housing, and townhouse developments. a developer and volume |
The reporting date of all the associated entities except GPG (No. 7) Pty Limited. 7) Pty Limited has a reporting date of 31 December. All entities listed above are Australian.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 15: INVESTMENTS IN ASSOCIATED ENTITIES (CONTINUED)
Reconciliations:
Movements in the carrying amount of the investments in associated entities under the equity accounting method are as follows:
| ↔ CYC Sustainable Investments |
÷A Packaging Pro-Pac Limited |
ω GPG No. 7) PrY Limited |
÷A Cellnet Group Limited |
÷A Villa World Limited |
Ron Finemore မာ Transport |
Other Entities ₫ |
G) Total |
|
|---|---|---|---|---|---|---|---|---|
| Balance at the beginning of the year Year ended 30 June 2012 |
1,501,600 | 10,397,399 | 8,218,540 | 10,392,296 | 9,846,177 | 180,517 | 40,536,529 | |
| Share of associates tax (expenses)/benefit Share of associates profits before tax Reclassification of investments Share of associates reserves New interests acquired Impairment recovery Interests disposed Impairment |
281,217 (270,770) (162) |
ដ 742,184 (223,089) 2,519,961 (13, 436, 478) |
1,254,275 676,225 |
21,920 259,767 1,705,289) (8,968,694) |
11,978,263 | 2,212,379 (684,511) |
400,000 903,222 (299, 999) 393,896) (389, 844) |
400,000 5,074,994 2,619,725 (47,221) (248,827) (13, 436, 478) 2,519,961 (2,005,450) |
| Balance at the end of the year | 1,511,885 | 10,149,040 | 11,978,263 | 11,374,045 | 400,000 | 35,413,233 | ||
| Share of associates profits/(losses) before tax Share of associates tax (expenses)/benefit Balance at the beginning of the year Share of associates reserves Year ended 30 June 2011 New interests acquired |
2,426,136 112,025 (439, 647) (437,464) (190, 761) |
12,240,350 2,088,092 (624,054) 3.973 764,297 |
7,116,615 528,000 573,925 |
8,541,613 15,332 156,891 |
7,160,733 2,465,395 220,049 |
118 155,142 (21,052) 180,791 |
37,666,238 5,077,679 1,031,464 (267, 426) (171, 456) |
|
| Elimination of disposal profit from Impairment recovery associated entity Impairment |
288,796 (257,485) |
(4,075,259) | 1,378,460 | (134, 482) | 1,667,256 (257, 485) (4,209,741) |
|||
| Balance at the end of the year | 1,501,600 | 10,397,399 | 8,218,540 | 10,392,296 | 9,846,177 | 180,517 | 40,536,529 |
Other entities include Concise Asset Management Limited, CVC Wagga Wagga Unit Trust, CVC Reef Investment Managers Limited, JAK Investment Group Pty Ltd and Everten Group
Pty Limited. $\hat{a}$
$\ddot{\phantom{0}}$
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
| 2012 | 2011 | |
|---|---|---|
| \$ | \$ | |
| NOTE 16: PROPERTY, PLANT AND EQUIPMENT |
||
| Total property, plant and equipment | 4,128,716 | 17,832 |
| Comprises: | ||
| Plant and equipment | ||
| At cost | 2,343.908 | 38,202 |
| Accumulated depreciation | (307, 588) | (20, 370) |
| Total property, plant and equipment | 2,036,320 | 17,832 |
| Properties | ||
| At cost | 92,396 | |
| At fair value (a) | 2,000.000 | |
| Total property, plant and equipment | 2,092,396 | |
| Reconciliation Plant and equipment |
||
| Carrying amount at the beginning of the year | 17,832 | 25,714 |
| Additions arising from the acquisition of controlled entities | 2,223,079 | |
| Additions | 115,165 (694) |
6,157 |
| Disposals Impairment |
(31, 547) | |
| Depreciation | (287, 515) | (14,039) |
| Carrying amount at the end of the year | 2,036,320 | 17,832 |
| Properties | ||
| Carrying amount at the beginning of the year | ||
| Additions | 92,396 | |
| Reclassification from investment properties arising from the | ||
| acquisition of controlled entity | 2,780,653 | |
| Impairment | (780, 653) | |
| Carrying amount at the end of the year | 2,092,396 | |
(a) The fair value of the property at 96 Fairfield Street Fairfield NSW, which is leased by Battery Energy Power Solutions Pty Limited, has been determined by Directors based on the market rental yield expected to be achieved from the property. The Directors consider that the current carrying value of the property is appropriate.
| 2012 | 2011 | |
|---|---|---|
| Capitalisation rate | 14.2% | 10.2% |
| Lease expiry | 2.17 years | 1.17 years |
| Occupancy | 100% | 100% |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
| 2012 s |
2011 \$ |
|
|---|---|---|
| INVESTMENT PROPERTIES NOTE 17: |
||
| Investment properties | 38,250,000 | 74,949,158 |
| Reconciliation | ||
| Investment properties at the beginning of year | 74,949,158 | 83,415,653 |
| Additions - capital expenditure | 933,186 | 1,701,608 |
| Reclassification to property, plant and equipment arising from | ||
| the acquisition of controlled entity | (2,780,653) | |
| Carrying value of investment property sold | (31,500,000) | (8,479,453) |
| Fair value adjustment | (3,351,691) | (1,688,650) |
| Total investment properties | 38,250,000 | 74,949,158 |
| CVC Property Fund 17.1 |
||
| Investment properties | 32,750,000 | 67,800,000 |
| The fair value has been determined by Directors based on independent valuations provided by Colliers International dated 16 July 2012 and with reference to the contract of sale in relation to 357 - 373 Warringah Road and 8 Rodborough Road Frenchs Forest for a sale price of \$32.0 million with settlement on or before 30 June 2014 to an unrelated party of the Group. The confidential contract of sale is conditional upon a number of pre-conditions, including rezoning. |
||
| CVC Fairfield Pty Limited 17.2 |
||
| Investment property | 2,780,653 | |
| The property at 96 Fairfield Street Fairfield NSW was reclassified to property, plant and equipment on 19 December 2011 when Battery Energy Power Solutions Pty Limited was acquired by CVC. |
||
| CVC Knoxfield Unit Trust No. 2 17.3 |
||
| Investment property | 5,500,000 | 4,368,505 |
| The fair value of 1464 Ferntree Gully Road Knoxfield Vic has been determined by Directors based on an estimated sales price less selling costs. The most recent valuation received on 13 May 2011 indicates a value of \$7 million. |
||
| INTANGIBLE ASSETS NOTE 18: |
||
| Intangible assets |
Reconciliations Website development Carrying amount at beginning of year Arising on acquisitions of interests in controlled entities 195,599 $(195, 599)$ Impairment Carrying amount at the end of the year $\overline{a}$
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
| 2012 | 2011 | |
|---|---|---|
| \$ | \$ | |
| NOTE 19: TRADE AND OTHER PAYABLES |
||
| Current | ||
| Trade and other payables | 8,359,477 | 1,427,421 |
| Sundry creditors and accruals | 5,279,657 | 2,487,744 |
| Goods and services tax | 142,057 | 1,235,457 |
| Total current accounts payable | 13,781,191 | 5,150,622 |
| Non-Current | ||
| Trade and other payables | 231,903 | |
| Unsecured loan from associated entity | 4,125,000 | |
| Total current accounts payable | 4,356,903 | |
| 19,1 Unsecured loan from associated entity |
||
| This loan is an unsecured loan from GPG (No. 7) Pty Limited repayable by 29 November 2014. | ||
| PROVISIONS NOTE 20: |
||
| Current | ||
| Maintenance warranties | 130,000 | |
| Employee entitlements | 1,033,295 | 243,874 |
| Total current accounts payable | 1,163,295 | 243,874 |
| Non-Current | ||
| Employee entitlements | 584,791 | 71,871 |
| NOTE 21: INTEREST BEARING LOANS AND BORROWINGS |
||
| Current | ||
| Unsecured loans | 539,902 | 539,902 |
| Secured bank loan | 19,900,000 | |
| Unsecured loan from associated entity | 8,427,364 | |
| 20,439,902 | 8,967,266 | |
| Non-Current | ||
| Secured bank loans | 35,900,000 | |
| Unsecured loan from associated entity | 9,196,653 | |
| 9,196,653 | 35,900,000 | |
21.1 Secured Bank Loan
The secured bank loans from National Australia Bank attract a rate of interest of BBSY plus 1.85% per annum and are secured by first ranking mortgages over the properties at 8 Rodborough Road Frenchs Forest New South Wales, 1 Narabang Way, Belrose New South Wales and 357-373 Warringah Road Frenchs Forest New South Wales. The terms of the loan include the maintenance of loan valuation ratio of not more than 55% and an interest cover ratio of 1.5 times with the maturity of the facilities on 31 October 2012.
21,2 Unsecured loan from associated entity
This loan is an unsecured loan from Winten (No. 20) Pty Limited at an interest rate of 10% per annum repayable by 5 April 2017.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 22: CONTRIBUTED EQUITY
j.
| The Company | |||||
|---|---|---|---|---|---|
| 2012 | 2011 | ||||
| Number | \$ | Number | \$ | ||
| Issued and paid-up ordinary share capital | |||||
| Balance at the beginning of the year | 127,088,001 | 110.978.239 | 132,360.618 | 115,687,816 | |
| Shares bought back on market | (4,751,633) | (4,164,452) | (5,272,617) | (4,709,577) | |
| Balance at the end of the year | 122,336,368 | 106.813,787 | 127,088,001 | 110,978,239 |
On 28 November 2011 CVC received approval from shareholders to undertake an on-market share buy-back scheme for a duration of 12 months and limited to 20,000,000 ordinary shares. At the date of this report 1,097,385 shares had been bought back under this scheme.
| 2012 \$ |
2011 \$ |
|
|---|---|---|
| NOTE 23: RETAINED EARNINGS |
||
| Retained earnings at the beginning of the year | 48,724.233 | 45,012,191 |
| Net profit attributable to members of the parent company | 9.133.110 | 10.228,494 |
| Dividends | (6, 176, 414) | (6,516,452) |
| Retained earnings at the end of the year | 51,680.929 | 48,724,233 |
NOTE 24: NON-CONTROLLING INTEREST
Reconciliation of non-controlling interest in controlled entities:
| Balance at the beginning of the year | 7,242,731 | 7,428,873 |
|---|---|---|
| Share of net profit | 263,527 | 1.176,386 |
| Acquisition/(disposal) of interests in controlled entities | 11,166,097 | (1,030,254) |
| Disposal of shares by non-controlling interest in controlled entities | (307, 910) | |
| Dividends paid | (3,339,877) | |
| Share based payment | 6.840 | |
| Revaluation of investments | (400, 565) | (332, 274) |
| Balance at the end of the year | 14,630,843 | 7,242,731 |
| The non-controlling interest at the end of the year comprises interests in: | ||
| Share capital | 31,392,776 | 11,006,014 |
| Asset revaluation reserve | 380,692 | 187,764 |
| Accumulated losses | (17, 142, 625) | (3,951,047) |
| 14,630,843 | 7.242.731 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 25: OTHER RESERVES
| Asset Revaluation Reserve |
Employee Equity Benefit Reserve |
Foreign Exchange Translation Reserve |
Total | |
|---|---|---|---|---|
| \$ | \$ | \$ | \$ | |
| Year ended 30 June 2012 | ||||
| Reserves at the beginning of the year | (44.371) | 225,458 | (53.456) | 127,631 |
| Equity accounted share of reserves | (266, 894) | 51,554 | (33, 486) | (248, 826) |
| Share based payments | 24,783 | 24,783 | ||
| Net unrealised gain on "available-for-sale" investments Net unrealised gain/(loss) on "available-for-sale" |
2,921,696 | 105,310 | 3,027,006 | |
| investments - non-controlling interest | 620 | (18, 607) | (17, 987) | |
| Acquisition of non-controlling interest | (928, 939) | 18,607 | (910, 332) | |
| Realised profit on "available-for-sale" investments | ||||
| transferred to profit and loss | (2, 167, 477) | (2,167,477) | ||
| Realised loss on "available-for-sale" investments | ||||
| transferred to profit and loss - non-controlling interest | 418,552 | 418,552 | ||
| Reserves at the end of the year | (66, 813) | 320,402 | (239) | 253,350 |
| Year ended 30 June 2011 | ||||
| Reserves at the beginning of the year | 3,633,443 | 165,230 | 288,137 | 4,086,810 |
| Equity accounted share of reserves | (279, 835) | 60,228 | 48,150 | (171, 457) |
| Net unrealised loss on "available-for-sale" investments | (3, 175, 335) | (387.497) | (3,562,832) | |
| Net unrealised gain on "available-for-sale" investments - | ||||
| non-controlling interest | 332,274 | 332.274 | ||
| Acquisition of non-controlling interest | 147,229 | 147,229 | ||
| Realised profit on "available-for-sale" investments | ||||
| transferred to profit and loss | (702, 147) | (2, 246) | (704, 393) | |
| Reserves at the end of the year | (44,371) | 225,458 | (53, 456) | 127,631 |
25.1 Asset Revaluation Reserve
The asset revaluation reserve includes the movement in the fair value of "available-for-sale" financial assets to the extent that they offset one another and CVC's share of the unrealised appreciation in value arising from the acquisition of a non-controlling interest in a controlled entity by CVC.
$25.2$ Employee Equity Benefit Reserve
The employee equity benefits reserve is used to record the value of share based payments for CVC and associated entities provided to employees, including key management personnel, as part of their remuneration.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 26: NOTES TO STATEMENT OF CASH FLOWS
26.1 Reconciliation of Cash and Cash Equivalents
For the purposes of the statement of cash flows, cash includes cash on hand and at bank and short-term deposits at call. Cash as at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows:
| 2012 \$ |
2011 \$ |
|
|---|---|---|
| Cash on deposit Funds held by bank (note 28) |
43,108,535 350,000 |
17,974,188 |
| Cash and cash equivalents | 43,458,535 | 17,974,188 |
$26.2$ Reconciliation of Profit after Income Tax to Cash (used in)/from Operating Activities
| Net profit | 9,396,637 | 11,404,880 |
|---|---|---|
| Add/(less) non-cash items: | ||
| Share of equity accounted profits | (5,027,773) | (4,810,252) |
| Discount on acquisition | (4,629,188) | |
| Depreciation and amortisation of property, plant and equipment | 287,515 | 14,039 |
| Management related expenses not recovered | 92,136 | |
| Change in fair value of investment properties | 3,351,691 | 1,688,650 |
| Impairment of property, plant and equipment | 812,200 | |
| Impairment of intangible assets | 195,599 | |
| Impairment expenses on financial instruments | 13,093,898 | 6,855,743 |
| Impairment recoveries on financial instruments | (3,354,502) | (3,712,006) |
| Profit on disposal of investments | (6,563,439) | (4,225,860) |
| Profit on disposal of investment properties | (2,957,546) | |
| Net foreign currency (profit)/loss | (574, 586) | 686,775 |
| Interest income not received | (4,695,984) | (3,634,000) |
| Interest expense not paid | 1,104,544 | 954,302 |
| Dividend income not received | (182.395) | (680.101) |
| Option income not received | (687) | |
| Movement in current tax liabilities | (2,276,527) | 4,263,863 |
| Movement in deferred tax assets and liabilities | 362,027 | 50,624 |
| Changes in operating assets and liabilities: | ||
| Inventories | 394,879 | |
| Financial assets at fair value through profit or loss | (1,044,955) | |
| Trade and other receivables | 3,063,378 | (1,234,796) |
| Trade and other payables | (5, 183, 900) | 2,322,992 |
| Provisions | 175,905 | 72,878 |
| Other assets | 313,596 | (48,006) |
| Net cash (used in)/provided by operating activities | (889.244) | 7,011,492 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 26: NOTES TO THE CASH FLOW STATEMENTS (CONTINUED)
| 2012 | 2011 | |
|---|---|---|
| 26.3 Financing Facilities |
\$ | \$ |
| At 30 June 2012, CVC had access to the following specific lines of credit. | ||
| Total facilities available: | ||
| Secured bank loan | 29,900,000 | 40,900,000 |
| Total facilities used: | ||
| Secured bank loan | 19,900,000 | 35,900,000 |
| AUDITORS' REMUNERATION NOTE 27: |
||
| The auditor of the Company is HLB Mann Judd. | ||
| Amounts received or due and receivable to Auditors of the Company: | ||
| Audit or review of the financial report | 178,500 | 186,450 |
| Amounts received or due and receivable by non HLB Mann Judd audit firm for: | ||
| Audit or review of the financial report | 188,266 | 23,645 |
| The Auditors received no other benefits. | ||
| NOTE 28: COMMITMENTS AND CONTINGENCIES |
||
| 28.1 Operating Lease Commitments |
||
| Non-cancellable operating lease expense Commitments - CVC Limited and its 100% subsidiaries Future operating lease commitments not provided for in the |
||
| financial statements and payable: - within one year |
152,000 | 444,021 |
| - later than one year but not later than five years | 149,999 | |
| 152,000 | 594,020 | |
| Commitments - Cellnet Group Limited Future operating lease commitments not provided for in the |
||
| financial statements and payable: - within one year |
822,511 | |
| - later than one year but not later than five years | 2,311,506 | |
| 3,134,017 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 28: COMMITMENTS AND CONTINGENCIES (CONTINUED)
28.2 Financial Guarantees
Bank Guarantees
The Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.
| 2012 | 2011 | |
|---|---|---|
| S | \$ | |
| CVC Limited and its 100% subsidiaries | ||
| Bank guarantee (a) | 548,437 | 469,837 |
| Commitments – Cellnet Group Limited | ||
| Bank guarantee | 350.000 | |
(a) The bank guarantee provided by CVC is secured by a fixed and floating charge.
Other Guarantee
Cyclopharm Limited is expected to raise additional equity in the 2013 financial year and CVC has provided an underwriting that it will act as underwriter. The timing of the capital raising and amount is not yet known, however CVC's commitment is not expected to exceed \$2 million.
28.3 Options
Exposure on open written option positions.
| Puts | ||
|---|---|---|
| Within 1 month | 891.000 | |
| Covered Calls | ||
| Later than 1 month by not more than 2 months | 1,075,000 | |
28.4 Loans
Amounts available to be drawn by borrowers under existing loan facility agreements.
| Related entities | 588.280 | $\sim$ |
|---|---|---|
| Unrelated entities | 3,283,495 | $\overline{\phantom{0}}$ |
| 3,871,775 | $\sim$ |
NOTE 29: SEGMENT INFORMATION
29.1 Primary Segments - Business Segments
Information for each business segment is shown in the following tables, in round thousands, as permitted under class order 98/100.
Composition of each business segment is as follows:
- Private Equity and Venture Capital involves equity and debt investments in non-listed entities not classified as property or funds management. It includes shares, debt, convertible notes and other investments.
- Listed Investments comprises investments listed on recognised stock exchanges.
- Property comprises property finance and equity accounted property interests.
- Funds Management comprises the business and assets of the investment funds management operations.
- Controlled investees include the operations of Cellnet Group Limited and Battery Energy Power Solutions Pty Limited.
29.2 Secondary Segments - Geographical Segments
CVC operates predominantly in Australia.
(AND ITS CONTROLLED ENTITIES) CVC LIMITED
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
$\frac{1}{2}$
NOTE 29: SEGMENT INFORMATION (CONTINUED)
| Year Ended 30 June 2012 | \$'000's Private Equity and Venture Capital |
Investments \$000s Listed |
Property \$000's |
Funds Management \$'000's |
Controlled Investees \$'000's |
Eliminations \$000's |
Consolidated \$000's |
|---|---|---|---|---|---|---|---|
| Total revenue for reportable segments Inter-segment revenue Revenue: |
648 S |
12,059 2,847 |
2,299 14,352 |
755 6,955 |
33,802 | (12, 134) | 61,616 |
| Discount on acquisition Unallocated amounts: Interest income |
1,853 4,629 |
||||||
| Consolidated revenue | 68,098 | ||||||
| Equity accounted income | 3,458 | 779 | ξζ | 5,028 | |||
| Share of profit of equity accounted associates Unallocated amounts: corporate expenses Total profit for reportable segments Results: |
568 | (403) | 6,349 | 204 | (519) | 6,199 5,028 (1,830) |
|
| Consolidated profit after tax | 9,397 | ||||||
| Segment assets Assets: |
11,061 | 32,789 | 85,399 | 2,059 | 25,148 | (4,929) | 151,527 |
| Equity accounted investments Cash and cash equivalents Unallocated amounts: Other assets |
38,333 35,413 282 |
||||||
| Total assets | 225,555 | ||||||
| Segment liabilities Liabilities: |
4,750 | 32 | 30,357 | 399 | 12,663 | 48,201 | |
| Unallocated amounts: Other liabilities |
3,975 | ||||||
| Total liabilities | 52,176 ║ |
$\frac{48}{5}$
$\overline{a}$
(AND ITS CONTROLLED ENTITIES) CVC LIMITED
$\ddot{\cdot}$
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 29: SEGMENT INFORMATION (CONTINUED)
| Year Ended 30 June 2011 | \$'000's Private Equity and Venture Capital |
Investments \$000's Listed |
\$000's Property |
Funds Management \$'000's |
Eliminations \$'000's |
\$'000's Consolidated |
|---|---|---|---|---|---|---|
| Total revenue for reportable segments Inter-segment revenue Revenue: |
406 | 7,535 | 4,165 19,631 |
6,713 1,241 |
(10, 878) | 28,813 |
| Unallocated amounts: interest income | 1,618 | |||||
| Consolidated revenue | 30,431 | |||||
| Equity accounted income | 3,787 | 1,920 | (897) | 4,810 | ||
| Share of profit of equity accounted associates Unallocated amounts: corporate expenses Total profit for reportable segments Results: |
406 | 25 | 12,918 | 1,059 | ţ | 14,608 4,810 (8,013) |
| Consolidated profit after tax | 11,405 | |||||
| Segment assets Assets: |
5,704 | 42,367 | 112,874 | 1,586 | 162,531 | |
| Equity accounted investments Cash and cash equivalents Unallocated amounts: Other assets |
17,974 $40,!537$ 128 |
|||||
| Total assets | 221,170 | |||||
| Segment liabilities Liabilities: |
598 | 46,975 | 703 | 48,276 | ||
| Unallocated amounts: Other liabilities |
5,821 | |||||
| Total liabilities | 54,097 |
$\ddot{\phantom{0}}$
$\frac{9}{4}$
$\frac{1}{2}$
$\frac{1}{2}$
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 30: RELATED PARTY INFORMATION
30.1 Key Management Personnel
The only key management personnel of the Company are the Directors.
The names of each person holding the position of Director of CVC during the financial year are:
Vanda Russell Gould John Scott Leaver John Douglas Read Alexander Damien Harry Beard
Details of Directors' remuneration, superannuation and retirement payments are set out in the Remuneration Report section of the Directors' Report.
Apart from the details disclosed in this financial report, no Director has entered into a contract with the Company or CVC since the and of the previous financial year and there were no contracts involving Directors' interests existing at year-end.
30.2 Loans to Key Management Personnel
The details of the loans to Directors and key management personnel have been included in the Remuneration Report.
30.3 Loans with Related Parties
The following represent loans to and from related parties with CVC and its controlled entities during the financial year.
| 2012 | 2011 | Interest | |
|---|---|---|---|
| Rate | |||
| \$ | \$ | % | |
| Loans Receivable | |||
| CVC Sustainable Investments No.2 Limited | 699,314 | 18,958 | $0\%$ |
| CVC Wagga Wagga Unit Trust | 4,985,581 | 5,498,957 | 20.0% |
| Impairment of loan - CVC Wagga Wagga Unit Trust | (2,005,581) | (1,998,957) | |
| CVC REEF Limited | 1,889,224 | $6.5\%$ | |
| Impairment of loan - CVC REEF Limited | (1,563,991) | $0\%$ | |
| Concise Asset Management Limited | 947,941 | 1,035,399 | 8.5% |
| Impairment of loan – Concise Asset Management Limited | (947, 941) | (1,035,399) | |
| Battery Energy Power Solutions Pty Limited | 720,625 | 10% | |
| Kiedis Investments Pty Limited | 1,328,431 | 1.096,438 | 10% |
| Phillips River Pty Limited | 227,585 | 0% | |
| Subaru Limited | 275,993 | 15% | |
| IGS Enterprises Pty Limited | 2,798,512 | 15% | |
| Everten Group Pty Limited | 1,173,954 | (a) | |
| Loans Payable | |||
| Winten (No. 20) Pty Limited | 9,832,344 | 8,993,985 | 10% |
(a) The interest rate is variable and is calculated at a 4% margin above the 90 day Australian Bank Bill Rate and resets each quarter.
30.4 Shares issued by controlled entity
On 28 May 2012 Battery Energy Power Solutions Pty Limited issued 10% of its ordinary shares to an entity related to Alexander Damien Harry Beard. The issue price of \$107 was based on an independent valuation prepared by Hall Chadwick Corporate (NSW) Limited for the purpose of the acquisition of the company by CVC on 19 December 2011. Refer note 2.2.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 30: RELATED PARTY INFORMATION (CONTINUED)
30.5 Other Transactions
The following represent income and expenditure generated from transactions with related parties with CVC and its controlled entities during the financial year.
| 2012 | 2011 | |||
|---|---|---|---|---|
| Paid | Received | Paid | Received | |
| \$ | \$ | \$ | \$ | |
| Management and consulting fees: | ||||
| CVC Reef Limited | 15,000 | |||
| CVC Sustainable Investments Limited | 87.163 | 115,773 | ||
| CVC Sustainable Investments No. 2 Limited | 72,811 | 157,643 | ||
| Amadeus Energy Limited | 50,000 | 50,000 | ||
| Cellnet Group Limited (b) | 27,250 | 54,500 | ||
| Cyclopharm Limited | 105,133 | |||
| Dolomatrix International Limited | 47,500 | 55,000 | ||
| Mnet Group Limited | 29,875 | |||
| The Environmental Group Limited | 24,500 | |||
| Battery Energy Power Solutions Pty Limited (c) | 35,000 | 30,000 | ||
| Villa World Limited | 51,350 | |||
| Interest income | ||||
| IGS Enterprises Pty Limited | 193,304 | |||
| Subaru Limited | 25,993 | |||
| Kiedis Investments Pty Limited | 231,993 | 96,483 | ||
| Everten Group Pty Limited | 7.022 | |||
| Battery Energy Power Solutions Pty Limited (c) | 37,254 | 68,568 | ||
| Concise Asset Management Limited | 87,542 | 82,563 | ||
| Cyclopharm Limited | 2,410 | |||
| Dividend and distribution income | ||||
| Cellnet Group Limited (b) | 996,538 | 284,720 | ||
| Dolomatrix International Limited | 564,684 | |||
| Vita Life Sciences Limited | 40.261 | 40,342 | ||
| CVC REEF Investment Managers Limited (c) | 299,999 | |||
| Concise Mid Cap Fund | 30,541 | 27,562 | ||
| Villa World Limited | 350,721 | |||
| Pro-Pac Packaging Limited | 764,297 | |||
| Other amounts | ||||
| Battery Energy Power Solutions Pty Limited - Rent | 142,380 | 284,760 | ||
| Melbourne Corporation of Australia Pty Limited - | ||||
| Secretarial (a) | 44,100 | 44,100 | ||
| Winten (no. 20) Pty Limited - Borrowing costs | 1,104,544 | 954,302 |
(a) Private companies associated with Mr Gould.
(b) Amounts relate to the period prior to deemed acquisition on 1 January 2012. Refer note 2.
(c) Amounts related to transaction prior to acquisition on 19 December 2011. Refer note 2.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 31: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE
CVC's activities expose it to a variety of financial risks: market risk (including market price risk, interest rate risk and currency risk), credit risk and liquidity risk. CVC's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.
The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and price risk.
The responsibility for operational risk management resides with the Board of Directors who seeks to manage the exposure of CVC. There have been no significant changes in the types of financial risks, or CVC's risk management program (including methods used to measure the risks) since the prior year.
Interest Rate Risk $51.1$
CVC's exposure to interest rate risks of financial assets and liabilities both recognised and unrecognised at the reporting date are as follows:
| Fixed Interest | ||||||
|---|---|---|---|---|---|---|
| Note | Floating Interest Rate | 1 Year or Less | 1 to 5 Years | Non Interest Bearing | Total | |
| $\frac{1}{2}$ | ||||||
| inancial assets | ||||||
| ash and cash equivalents | 26 | 19,184,113 | 24,273,920 | 502 | 43,458,535 | |
| oans and other receivables | ó | 1,173,954 | 38,832,009 | 7,527,196 | 14,265,667 | 61,798,826 |
| inancial liabilities | ||||||
| $\overline{a}$ | 18,138,094 | 18,138,094 | ||||
| rade and other payables nterest bearing liabilities |
$\overline{2}$ | 19,900,000 | 539,902 | 9,196,653 | 29,636,555 | |
| ä | ||||||
| inancial assets | ||||||
| Cash and cash equivalents | $\%$ | 8,706,392 | 9,267.251 | 545 | 17,974,188 | |
| oans and other receivables | õ | 24,905,392 | 13,686,134 | 934,497 | 39,526,023 | |
| inancial liabilities | ||||||
| rade and other payables | $\frac{9}{1}$ | 5,150622 | 5,150,622 | |||
| nterest bearing liabilities | $\overline{\mathbf{a}}$ | 35,900,000 | 8,967,266 | 44,867,266 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 31: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)
$311$ Interest Rate Risk (Continued)
CVC holds a significant amount of cash balances which are exposed to movements in interest rates. To reduce the risk CVC typically deposits uncommitted cash with financial institutions at fixed rates with maturity of between 30 - 90 days. Interest bearing loans and receivables are made at fixed rates. CVC is not charged interest on outstanding trade and other payable balances. CVC enters into loans and borrowings with fixed rates of interest when it is considered commercial and necessary to manage cash flows.
Sensitivity
At reporting date, if interest rates had been 50 basis points lower (2011: 50 basis points lower) and the other variables were held constant, then the impact on CVC would be:
| Decrease of 50 bp S |
|
|---|---|
| 2012 | |
| Net loss | (95,508) |
| Equity decrease | (95.508) |
| 2011 | |
| Net profit | 106,068 |
| Equity increase | 106,068 |
$31.2$ Price Risk
CVC has investments in listed securities which could be adversely affected if general equity market values were to decline. CVC also has investments in unlisted securities however these are less susceptible to movements in value as a result of market sentiment as they are valued based on operational fundamentals. CVC does not hedge its exposure to the risk of a general decline in equity market values, believing that such strategies are not cost-effective.
Sensitivity
At reporting date, if equity prices had been 10% higher/(lower) while all other variables were held constant the impact would be:
| Increase of 10% \$ |
Decrease of 10% s |
|
|---|---|---|
| 2012 | ||
| Net profit/(loss) | 502.699 | (502, 699) |
| Equity increase/(decrease) | 4,108,154 | (4.108.154) |
| 2011 | ||
| Net profit/(loss) | 1,189,390 | (1,189,390) |
| Equity increase/(decrease) | 5,524,634 | (5,524,634) |
31.3 Credit Risk Exposure
Credit risk refers to the loss that CVC would incur if a debtor or counterparty fails to perform under its obligations. The carrying amounts of financial assets recognised in the statement of financial position best represent CVC's maximum exposure to credit risk at reporting date. CVC seeks to limit its exposure to credit risk by performing appropriate background investigations on counterparties before entering into arrangements with them and to seek collateral with a value in excess of the counterparty's obligations to CVC, providing a "margin of safety" against loss.
CVC's significant concentration of credit risk relates to deposits held with financial institutions, which is mitigated by the requirement that deposits are only held with institutions with an "investment grade" credit rating, and loans made to various entities, which are mitigated by collateral held with a value in excess of the counterparty's obligations to CVC, providing a "margin of safety" against loss.
CVC minimises concentrations of credit risk in relation to trade receivables by undertaking transactions with a number of counterparties, and is managed through normal payment terms of 30 days.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED) NOTE 31:
Liquidity Risk 31.4
CVC manages liquidity risk by maintaining sufficient cash balances and holding liquid investments that could be realised to meet commitments. CVC continuously monitors forecast and actual cash flows and matches the maturity profiles of financial assets and liabilities.
The following table details CVC's contractual liabilities.
| Less than 6 months \$ |
6 months to 1 Year \$ |
1 to 5 Years \$ |
Greater than 5 Years \$ |
Total \$ |
|
|---|---|---|---|---|---|
| 2012 | |||||
| Trade and other payables | 13,612,253 | - | 4,293,938 | 231 903 | 18,138,094 |
| Interest bearing liabilities | 19,900,000 | 539,902 | 9,196.653 | ۰ | 29,636,555 |
| 2011 | |||||
| Trade and other payables | 4.885,423 | 265,202 | 5,150,625 | ||
| Interest bearing liabilities | - | 539,902 | 44,327,364 | 44,867,266 |
31.5 Currency Risk
Currency risk is measured using sensitivity analysis. A portion of CVC investments are in companies listed on foreign exchanges and so is exposed to a decline in the values of those currencies relative to the Australian dollar. Considering the quantum of the investments in absolute terms as well as relative terms compared to CVC's total investment portfolio it is not cost-effective to hedge against foreign exchange fluctuations.
Foreign currency sensitivity
CVC is exposed to the Malaysian ringgit (MYR), Great Britain Pound (GBP) and US dollar (USD). The following table details CVC's sensitivity to a 10% change in the Australian dollar against the respective currencies with all other variables held constant as at reporting date for unhedged foreign exchange exposure. A positive number indicates an increase in net profit/equity.
A sensitivity of 10% has been selected as this is considered reasonable given the current level of exchange rates and the volatility observed on a historic basis and market expectations for future movement.
| Increase in AUD of 10% \$ |
Decrease in AUD of 10% \$ |
|
|---|---|---|
| MYR 2012 |
||
| Net profit/(loss) Equity increase/(decrease) 2011 |
(61, 298) | 74,919 |
| Net profit/(loss) Equity increase/(decrease) |
(497,061) | 620,041 |
| USD 2012 Net profit/(loss) |
99,041 | (82, 837) |
| Equity increase/(decrease) 2011 |
(25,853) | 104,642 |
| Net profit/(loss) Equity increase/(decrease) |
(126, 102) | 154,125 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 31: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)
31.5 Currency Risk (Continued)
| Increase in AUD of 10% | Decrease in AUD of 10% | |
|---|---|---|
| \$ | \$ | |
| GBP | ||
| 2012 | ||
| Net profit/(loss) | - | |
| Equity increase/(decrease) | (39, 391) | 48.145 |
| 2011 | ||
| Net profit/(loss) | $\overline{\phantom{a}}$ | |
| Equity increase/(decrease) | (497,061) | 620,041 |
31.6 Fair Value of Financial Assets and Liabilities
CVC uses various methods in estimating the fair value of a financial instrument. The methods comprise:
Level $1$ – the fair value is calculated using quoted prices in active markets.
Level 2 - the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset, either directly (as prices) or indirectly (derived from prices).
Level 3 - the fair value is estimated using inputs for the asset that are not based on observable market data.
The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in the table below.
| Quoted market | Valuation | Valuation | Total | |
|---|---|---|---|---|
| price | technique- | technique - non | ||
| (Level 1) | market observable | market observable | ||
| inputs (Level 2) | inputs (Level 3) | |||
| \$ | \$ | \$ | ||
| Year ended 30 June 2012 | ||||
| Financial assets "Available-for-sale" investments |
||||
| Shares in listed corporations - at market value | 17,942,473 | 5,227,467 | 23,169,940 | |
| Public unlisted investments - at market value | 910,352 | 910,352 | ||
| Other investments - at cost | 3,037,000 | 2,289,264 | 5,326,264 | |
| "Fair value through profit or loss" investments | ||||
| Shares in listed corporations - at market value | 4,927,964 | 4,927,964 | ||
| 22,870,437 | 9,174,819 | 2,289,264 | 34,334,520 | |
| Year ended 30 June 2011 | ||||
| Financial assets | ||||
| "Available-for-sale" investments | ||||
| Shares in listed corporations - at market value | 31,530,142 | 10,785,966 | 42,316,108 | |
| Public unlisted investments - at market value | 1,036,345 | 1,036,345 | ||
| Other investments - at cost | 4,382,590 | 4,382,590 | ||
| 31,530,142 | 11,822,311 | 4,382,590 | 47,735,043 | |
| Reconciliation of Level 3 fair value movements: | ||||
| 2012 | 2011 | |||
| S | ||||
| Balance at the beginning of the year | 4,382,590 | 3,761,336 | ||
| Purchase | 1,514,265 | 350,000 | ||
| Redemption of redeemable preference shares | (3,325,000) | 271,254 | ||
| Derecognition on acquisition of controlled entity | (180,000) | |||
| Losses recognised in other comprehensive income Reclassification between level 1 |
(861) (101, 730) |
|||
| Balance at the end of the year | 2,289,264 | 4,382,590 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 32: EVENTS SUBSEQUENT TO YEAR END
A final dividend in respect of the year ended 30 June 2012 of 3 cents per share was declared on 20 August 2011 to be paid on 7 September 2012 to those shareholders registered on 31 August 2012.
Other than as set out above, there are no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of CVC, the results of those operations or the state of affairs of CVC in future financial years.
NOTE 33: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
CVC 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.
33.1 Loans to other corporations
An impairment has been raised against certain loans to other corporations of \$76,689 (2011: \$30,000) that have a carrying value of \$38,353,644 (2011: \$34,056,710). The recoverable amount has been assessed in note 9.
33.2 Loans to related entities
CVC has provided a subordinated loan of \$947,941 (2011: \$1,035,399) to Concise Asset Management Limited, a boutique fund manager focused on investments in ASX listed entities of which CVC holds a 49% interest and Mr Beard is a director.
CVC has provided loans of \$4,985,581 (2011: \$5,498,957) to CVC Wagga Wagga Unit Trust of which an impairment has been raised of \$2,005,581 (2011: \$1,998,957). The Trust is focused on the development of bulky goods properties which CVC holds a 50% interest and Mr Beard is a director. The recoverable amount has been assessed in note 9.
33.3 Trade receivables
The recoverable value of trade receivables has been assessed in note 9.
33.4 Available-for-sale investments
The fair value of the investments has been assessed in note 10.
33.5 Inventories
The fair value of the inventories has been assessed in note 12.
33.6 Investments accounted for using the equity method - listed investments
The investment in Villa World Limited has a carrying value of \$11,978,263 and the fair value has been assessed at note 14.
33.7 Absence of active market
In calculating the fair value of Resource Generation Limited (note 10), Mnet Group Limited (note 10), Vita Life Sciences Limited (note 10), Villa World Limited (note 15) and Silver Bird Group Bhd (note 10) CVC has determined that an active market does not exist for significant holdings because each company does not trade on a daily basis; each trade that is executed, excluding those by CVC, is small in size; and the market capitalisation is small such that larger institutions do not hold significant shareholdings. However the active market in small amounts of trading does provide a guide for valuation in that it indicates whether or not the market values the intangible assets of an entity. This factor has been used in determining the valuation of each company.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012 (CONTINUED)
NOTE 33: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
33.8 Investments accounted for using the equity method - unlisted investments
The investment in GPG (No. 7) Pty Limited ("GPG") has a carrying value of \$10,149,040 (2011: \$8,218,540) and no impairment recovery was made. CVC has discounted net tangible asset backing to reflect an estimate of the recoverable value of assets of the company to reflect the current trading environment. If the discount is +/- 10% the impact on the carrying value of GPG is +/-\$1,014.904.
CVC Sustainable Investments has a carrying value of \$1,511,885 (2011; \$1,501,600) following an impairment charge during the year of \$162 (2011; impairment recovery of \$288,796).
Concise Asset Management Limited has a carrying value of nil.
JAK Investment Group Pty Limited has a carrying value of nil.
Everten Group Pty Limited was acquired on 1 June 2012 and has a carrying value of \$400,000.
The recoverable amounts have been assessed in note 15.
33.9 Property, plant and equipment
The recoverable value of property, plant and equipment have been assessed in note 16.
33.10 Investment properties
The recoverable value of investment properties have been assessed in note 17.
33.11 Intangible assets
An impairment of \$195,599 has been raised in relation to the intangible assets of \$195,599 relating to website development costs of OYT Pty Limited. Refer note 18.
DIRECTORS' DECLARATION
For the Year Ended 30 June 2012
In the opinion of the Directors of CVC Limited:
- (a) The financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including:
- giving a true and fair view of the consolidated entity's financial position as at 30 June 2012 and of its performance for $(i)$ the year ended on that date; and
- complying with Accounting Standards and the Corporations Regulations 2001. $(ii)$
- the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1. $(b)$
- there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and $(c)$ payable; and
- (d) the audited remuneration disclosures set out on pages 6 to 7 of the Directors' Report comply with Accounting Standards AASB 124 Related Party Disclosures and the Corporations Regulations 2001.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with s. 295A of the Corporations Act 2001 for the financial period ending 30 June 2012.
Dated at Sydney 31 August 2012.
Signed in accordance with a resolution of the Board of Directors.
Director
DH Beard Director

Accountants | Business and Financial Advisers
CVC LIMITED
INDEPENDENT AUDITOR'S REPORT
To the members of CVC Limited:
Report on the Financial Report
We have audited the accompanying financial report of CVC Limited ("the Company"), which comprises the statement of financial position as at 30 June 2012, the statement of financial performance, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration for the consolidated entity as set out on pages 10 to 58. The consolidated entity comprises the Company and the entities it controlled at the year's end or from time to time during the financial year.
Directors' Responsibility for the Financial Report
The directors of CVC Limited, are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error.
In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that the consolidated financial report complies with International Financial Reporting Standards.
Auditor's Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial report 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 Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
HLB Mann Judd (NSW Partnership) ABN 34 482 821 289
Level 19 207 Kent Street Sydney NSW 2000 Australia | Telephone +61 (0)2 9020 4000 | Fax +61 (0)2 9020 4190 Email: [email protected] | Website: www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (NSW Partnership) is a member of HHB International. A world-wide network of independent accounting firms and business advisers.

INDEPENDENT AUDITOR'S REPORT (continued)
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, provided to the directors of CVC Limited on 31 August 2012, would be in the same terms if provided to the directors as at the time of this auditor's report.
Auditor's Opinion
In our opinion:
- the financial report of CVC Limited is in accordance with the Corporations Act 2001, including: $(a)$
- (i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2012 and of its performance for the year ended on that date; and
- (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
- the financial report also complies with International Financial Reporting Standards as disclosed $(b)$ in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor's Opinion
In our opinion, the Remuneration Report of CVC Limited for the year ended 30 June 2012 complies with section 300A of the Corporations Act 2001.
HLB MANN JUDD Chartered Accountants
M Muller Partner
Sydney 31 August 2012
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of the Company is responsible for the corporate governance of CVC. The Board is required to act with integrity, honesty, in good faith and in the best interest of the Company as a whole in the execution of its duties including setting, guiding and monitoring the business and affairs of the Company, including risk management, and compliance with regulatory, legal and ethical standards. The Board is responsible for the oversight of reporting to the shareholders by whom they are elected and to whom they are accountable. At the date of this report the Directors in office are as follows:
| Vanda Russell Gould (Chairman) | - Appointed 31 October 1996, Also a Director from 1984 to 1994, member of the |
|---|---|
| audit committee | |
| Alexander Damien Beard (Managing Director) | - Appointed 17 August 2000, member of the audit committee |
| John Scott Leaver | - Appointed 29 May 1984 |
| John Douglas Read | - Appointed 20 March 1989, member of the audit committee |
Appointment to the Company and the Board is dependant on skills, experience and other qualifications rather than solely on achieving a pre-specified diversity target. Details of skills, experience and other qualifications of Directors, including numbers and attendances of Board and audit committee meetings, are included in the Directors' Report. Given the size and scale of the organisation the Board of Directors have not adopted a policy and measurable targets in relation to diversity but notes that currently 50% of the Company's employees are women.
The Board considers that CVC seeks to comply, where appropriate, with the Corporate Governance Principles and Recommendations issued by the ASX Corporate Governance Council. Where CVC does not comply, this is primarily due to the current size, scale and nature of the operations. The Council recognises that "a one size fits all" approach maybe inappropriate. Companies are at liberty to determine whether each recommendation is appropriate. Different companies face different circumstances hence some recommendations are unnecessary or may even be counter-productive. In particular it acknowledged that it may be inappropriate or uneconomic for smaller companies, such as CVC, to follow the same rules as Australia's largest listed companies. The Council has issued recommendations and require companies to adopt an 'if not why not' approach to reporting compliance, requiring companies to identify the recommendations that have not been followed and give reasons for not following them.
The Company chose to adopt selected recommendations throughout the financial year ended 30 June 2012, in particular those discussed in detail below:
Board Composition and Directors' Experience
The Board of the Company comprises four Directors.
The Chairman is responsible for leading the Board, ensuring the Board's activities are organised and efficiently conducted and for ensuring Directors are properly briefed for meetings. Given his stewardship over almost the whole of the life and the growth of the Company, the Board believes Mr Gould remains an appropriate Chairman for the Company.
Messrs Gould and Leaver are the founding Directors of the Company, have significant ownership interests in the Company and bring invaluable experience and expertise to the Company.
The Managing Director is responsible for the management and operation of the Company. Those powers not specifically reserved to the Board and which are required for the management and operation of the Company, are conferred on the Managing Director.
Mr Read is chairman of the audit committee, but because he has been on the Board of the Company for more than twenty years, he is not considered independent. Further information in relation to the audit committee can be found in the Directors Report to the financial report.
The Board believes that the current structure of the Board operates effectively and efficiently, allowing the Board to collectively exercise its authority without the need for many sub-committees and is appropriate for the size of the Company. Further, the Board has considered the competencies and experience of each of the Directors and believes that it is not in the interests of shareholders to seek to replace any of the current Board members.
CORPORATE GOVERNANCE STATEMENT
For these reasons, the Company did not adopt the following recommendations throughout the financial year ended 30 June 2012;
- having a majority of independent Directors;
- having an independent Chairman;
- having an audit committee with an independent chairman, a majority of independent Directors or non-executive Directors;
- having a nomination committee of the Board;
- having a remuneration committee of the Board; and
- having a policy and measurable targets to achieve gender diversity.
Costs and Benefits of Compliance
A number of the recommendations require the formal documentation of policies and procedures that the Company already substantially performs. The Company considered that to create such documentation independently and specifically for the Company, and create separate Boards and sub-committees to satisfy the requirements of the Corporate Governance Principles and Recommendations would have had minimal additional benefit but substantial additional expense. The Company is also mindful to not adopt such procedures and structures solely for the sake of adoption or where they could actually inhibit the proper function or development of the Company.
The Board has determined that the adoption of such formal policies and procedures must be tailored to the Company at minimal expense and must be appropriate for the Company, taking into account the size and complexity of its operations. The Company is currently considering the adoption and implementation of the following recommendations;
- a formal charter for the audit committee of the Company:
- written policies and procedures to ensure compliance with ASX listing rules disclosure requirements;
- a process for performance evaluation of the Board, its committees and individual Directors; and
- a code of conduct.
Other Information
The Company has a policy of allowing Directors to take reasonable independent legal advice in the furtherance of their duties at the expense of the Company.
The Board, in conjunction with the Audit Committee, is responsible for ensuring that there is an adequate oversight and management of material business risks facing the Company. The Board ensures that there are appropriate systems in place to identify, assess, monitor and manage market, operational and compliance risks. This is achieved via a strong control environment, accountability and review of risk profiles.
In respect of the year ended 30 June 2012, the Managing Director and the Chief Financial Officer have provided certifications to the Board in relation to the presentation of the financial reports and the operation of the risk management and internal control system,
The Company did not perform a performance evaluation of the Board and its members during the year ended 30 June 2012.
When applicable, remuneration of non-executive Directors is in accordance with resolutions of shareholders in the general meeting. The Company does not have any schemes for retirement benefits, other than statutory superannuation for non-executive Directors. The details of remuneration paid to Directors are disclosed in the Remuneration Report.
In accordance with the ASX Continuous Disclosure requirements, the Company ensures that price sensitive information is released to the market on a timely basis including through the annual and half-yearly reports. Additional information regarding the operation of CVC can be found at www.cvc.com.au, by contacting the Company directly or by attending the annual general meeting.
ADDITIONAL INFORMATION
The following information was current as at 24 August 2012.
Distribution schedule
The distribution of shareholders and their shareholdings was as follows:-
| Category (size of holding) |
Number of ordinary shareholders |
|---|---|
| $1 - 1,000$ | 157 |
| $1,001 - 5,000$ | 341 |
| $5.001 - 10,000$ | 210 |
| 10,001 - 100,000 | 304 |
| 100,001 - over | 79 |
| Total | 1.091 |
| Minimum | Number of | |
|---|---|---|
| parcel size | shareholders | |
| Minimum \$500.00 parcel at \$0.90 per share | 556 | 93 |
On market share buy-back
Unmarketable parcels
The Company has a current on market share buy-back which commenced on 28 November 2011.
Substantial holders
The names of the Company's substantial holders and the number of ordinary shares in which each has a relevant interest as disclosed in substantial holder notices given to the Company are as follows:
| Shareholder | Number of ordinary shares in which interest held |
|---|---|
| Leagou Pty Limited | 20,704,611 |
| Southsea (Aust.) Pty Limited | 17,610,506 |
| Bennett Estates Limited | 15.575,978 |
| Derrin Brothers Properties Limited | 7.899.259 |
| Executive Recruitment Services Limited | 6.661.235 |
ADDITIONAL INFORMATION (CONTINUED)
20 largest shareholders - ordinary shares
As at 24 August 2012, the top 20 shareholders and their shareholdings were as follows:
| Shareholder | Shares held | % of issued capital held |
|---|---|---|
| Leagou Pty Limited | 19,000,000 | 15.53 |
| Southsea (Aust.) Pty Limited | 17,610,506 | 14.40 |
| Bennett Estates Limited (formerly Penalton Pty Limited) | 15,575,978 | 12,74 |
| Derrin Brothers Properties Limited | 7,899,259 | 6.46 |
| Executive Recruitment Services Limited | 6,661,235 | 5.45 |
| J K M Securities Pty Limited | 5,650,000 | 4.62 |
| Southgate Investment Funds Limited | 5,500,000 | 4.50 |
| Chemical Trustee Limited | 4,861,741 | 3.98 |
| Saudi Film Investments Fund Limited | 3,264,711 | 2.67 |
| Lloyds & Casanove Investment Partners Limited | 2,432,568 | 1.99 |
| Leagou Pty Limited | 1,704,611 | 1.39 |
| Warman Investments Pty Limited | 1,250,000 | 1.02 |
| Mr Nigel Cameron Stokes | 1,017,271 | 0.83 |
| Dr Raymond Joseph Healey | 808,817 | 0.66 |
| Wenola Pty Limited | 805,000 | 0.66 |
| LJK Investments Pty Limited | 800,000 | 0.65 |
| Wenola Pty Limited | 700,000 | 0.57 |
| Melbourne Corporation of Australia Pty Limited | 578,603 | 0.47 |
| Mr Alexander Beard | 576,413 | 0.47 |
| Ms Valerie May Vogt | 560.678 | 0.46 |
| 97.257.396 | 79.52 |
Voting Rights
The Company's constitution details the voting rights of members and states that every member, present in person or by proxy, shall have one vote for every ordinary share registered in his or her name.
Registered Office
The Company is registered and domiciled in Australia. Its registered office and principal place of business are at Level 42, 259 George Street, Sydney, NSW 2000.