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CVC LIMITED Annual Report 2016

Aug 29, 2016

64728_rns_2016-08-29_a367fca8-caab-49d9-85cb-246934916bfb.pdf

Annual Report

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RESULTS ANNOUNCEMENT FOR THE YEAR ENDED JUNE 30, 2016

COMMENTARY

CVC Limited (ASX: CVC) is pleased to report a net profit after tax attributable to shareholders of \$13.8 million. This compares to the 2015 result of \$18.3 million which was higher due to the realisation of significant listed equity investments during that financial year.

After payment of dividends during the financial year totalling 8 cents per share, net tangible assets per share (NTA) increased by 13 cents per share to \$1.68 (2015: \$1.55). This represents a return on equity, after movements in reserves, of 13% (2015: 4%).

The Directors today resolved to pay a fully franked final dividend of 5 cents per share payable on 15 September 2016.

Listed Investments

The total contribution to comprehensive income amounted to \$11.4 million (2015: loss of \$0.3 million), which includes both movements in reserves of \$11.8 million (2015: reduction of \$16.9 million) and loss on realised investments of \$0.4 million (2015: profit of \$16.6 million). The listed portfolio objective is to identify investments which are considered either counter-cyclical or under-performing and from which there will be substantial value uplift over time. During the year CVC continued to make acquisitions in listed companies it considers to be undervalued, including an additional investment in Lantern Hotel Group.

Significant contributions to total comprehensive income included the revaluations of Lantern Hotel Group (ASX: LTN), Heritage Brands Limited (NSX: HBA), Cyclopharm Limited (ASX: CYC) and Afterpay Holdings Limited (ASX: AFY) offset by impairments on significant investments in the resources and biotech sectors.

Property

Total contribution to comprehensive income was \$19.2 million (2015: \$3.9 million) net of project specific borrowing costs of \$1.9 million. This included interest related income generated from the provision of mezzanine finance facilities of \$12.4 million, exit from property investments of \$4.2 million and profit recognised from the construction of the South Nowra property of \$4.5 million.

During the year CVC sold the South Nowra retail property and completed the development of the site under a development and delivery agreement.

CVC's Donnybrook joint venture, of which CVC holds a 49% share, has entered into a conditional contract to sell 67.9 ha of the 274 ha proposed residential development project for \$34 million. The sale is subject to achieving a Precinct Structure Plan by 6 April 2020. This has significantly improved the joint venture's commercial position and will free up capital to develop the remaining 206 ha of the project. The entire property was purchased by the Donnybrook joint venture in 2014 for \$22.8 million.

During the year CVC invested in three new sites: a 15 hectare commercial site in Caboolture, Queensland; an industrial site in East Bentleigh, Victoria and a commercial site in Mooloolaba, Queensland. All projects provide long term development pipelines once rezoning has been achieved of combined retail, commercial and residential uses.

CVC continues to progress the planning approval of the Marsden Park North property in conjunction with Mirvac Homes (NSW) Pty Limited, to achieve a residential rezoning. The area has experienced significant growth since CVC acquired the site in 2012, and once the sale of residential lots commence the project is expected to generate significant long term value for CVC.

Private Equity

The total contribution to comprehensive income was \$4.3 million (2015: \$2.2 million) including the results of equity accounted investments. During the year the final tranche of shares were bought back by Ron Finemore Transport Pty Limited for proceeds of \$7.5 million, generating a profit of \$1.2 million. CVC has also made an investment in PAFtec Pty Limited, an Australian patented and developed breathing device manufacturer with significant export earnings and a recent recipient of the prestigious red dot design award.

CVC made a number of smaller investments into earlier stage companies with a view to longer term value creation. CVC continues to seek investment opportunities in private companies, and expects that investment conditions may present more opportunities in the next 12 – 18 months.

Green's Foods Holdings Pty Limited (Green's) contributed \$1.7 million to CVC's comprehensive income during the year. In addition dividends amounting to \$3.5 million were received. CVC has explored the sale of it's shareholding in Green's and is of the opinion that the current value of the shareholding is in the range of \$20 - \$24 million. If the shareholding in Green's was to be sold at the director's assessed value this would generate an increase in the net assets of CVC in the range of \$2.2 - \$5.0 million and a contribution to profit after tax of approximately \$7.9 - \$10.7 million.

Funds Management

The contribution to comprehensive income of this segment was \$0.5 million (2015: \$0.6 million).

Concise Asset Management Limited (Mid Cap Australian Equities Specialist) continues to grow its funds management business and has contributed \$0.5 million to CVC's comprehensive income during the year.

During the year Eildon Capital Limited (formerly CVC Private Equity Limited) completed a restructure to change its focus from private equity investments to a pure property investment focus. The company plans to undertake a capital raising and pursue an ASX listing this year. This will provide shareholders, as well as retail investors, the opportunity to invest directly into a CVC entity that specialises in mezzanine funded projects with the objective of generating higher returns for investors.

CVC is launching a specialist early stage investment fund to be known as Add+Venture, which will seek to enhance our early stage deal flow and provide opportunities for investors to participate in investments in a crowd funding style platform.

Controlled Investees

Cellnet Group Limited (ASX: CLT) provided a contribution to comprehensive income of \$1.8 million (2015: \$1.6 million) for the period. The Cellnet Group Limited result was achieved despite difficult trading conditions exacerbated by the closure of Dick Smith Electronics stores. During the second half of the year a number of organic growth opportunities were implemented which are expected to further improve operating performance during the 2017 financial year. Cellnet Group Limited is continuing to seek value enhancing acquisition opportunities.

Balance Sheet Strength

Following the payment of \$9.6 million in dividends during the financial year shareholders' equity increased by \$15.5 million to \$201.2 million.

Capital Management

As previously stated the directors have resolved to pay a fully franked final dividend of 5 cents per share payable on 15 September 2016. CVC is transitioning to a more robust dividend framework in future periods reflecting a move towards more reliable earnings and consistent growth in underlying net assets.

2017 OUTLOOK

CVC has increased its investment in mezzanine finance projects by approximately \$20 million during the 2016 financial year. As financial institutions continue to tighten lending requirements CVC has experienced an increase in the number of property investment opportunities. This provides CVC with the opportunity to invest in a combination of high quality short term mezzanine finance and direct investment opportunities.

In addition to creating a separate property focused investment vehicle, CVC has identified an opportunity to allow investors to co-invest in private equity style investments. CVC is in the process of establishing a crowd funding platform to allow investors with direct access to such investments.

CVC has a core earnings base underpinned by mezzanine finance transactions, which it endeavours to enhance with other investment earnings and realisations of investments. CVC's ability to reliably predict optimal timing for capital profits from investment realisations, and thereby meaningfully forecast profits from other investment activities, is limited by factors outside of the Company's control. In particular, CVC cannot forecast the timing of regulatory or planning outcomes which may add substantial value to CVCs property interests and ultimately their conversion into profits. As such, visibility around earnings for the 2017 year is, as usual, difficult to forecast.

CVC continues to focus on delivering pre-tax investment returns in excess of 15% per annum over the investment cycle.

Alexander Beard Managing Director 30 August 2016

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 2016 30 June 2015
Results
up/down 19% to \$149,177,134
up/down 25% to \$13,798,394
Income from ordinary activities
Profit after tax attributable to members
Net profit for the period attributable to members
up/down 25% to \$13,798,394

Dividends (distributions)

Amount per security Franked amount per
security
Final Dividend – 2016 5 ¢ 5 ¢
Interim Dividend – 2016 5 ¢ 5 ¢

Information on Dividends:

The directors have resolved to pay a final fully franked dividend in respect of the year ended 30 June 2016 of 5 cents per share payable on 15 September 2016.

A fully franked interim dividend in respect of the financial year ended 30 June 2016 of 5 cents per share was paid on 8 March 2016.

The Dividend Reinvestment Plan continues to be suspended and as such will not be in operation in relation to the payment of the dividend.

Ex-dividend date 2 September 2016
Record date for determining entitlements to the final dividend 5 September 2016
Payment Date 15 September 2016

Net tangible asset per security

Year ended
30 June 2016
Year ended
30 June 2015
Net assets per share \$1.68 \$1.55
Net tangible assets ("NTA") per share \$1.68 \$1.55

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 2016

The financial report was authorised for issue by the Directors on 30 August 2016. 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 2016 together with the Auditors' Report thereon.

DIRECTORS

The names of Directors who served at any time during or since the end of the financial year are John Douglas Read, Alexander Damien Harry Beard and Ian Houston Campbell. 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:

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 30 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, The Environmental Group Limited and the Central Coast Water Corporation.

Alexander Damien Harry Beard (Managing Director and Company Secretary)

B.Com. (Uni. of NSW)

Fellow of the Chartered Accountants Australia and New Zealand; 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: Cellnet Group Limited, Villa World Limited, Grays Ecommerce Group Limited and Eildon Funds Management Limited (formerly CVC Property Managers Limited) as Responsible Entity for CVC Property Fund.

Ian Houston Campbell (Non-Executive Director)

Fellow of the Chartered Accountants Australia and New Zealand; Member of Australian Institute of Company Directors.

Mr Campbell is currently a Non-Executive Director of Kip McGrath Education Centres Limited (ASX: KME) and Redox Pty Limited. Mr Campbell's previous Non-Executive Director roles include Gloria Jeans Coffees International Pty Limited, Young Achievement Australia Limited and Green's Foods Holdings Pty Limited. Mr Campbell brings to CVC 30 years of experience as a former partner with Ernst and Young and predecessor firms, principally working with entrepreneurial companies in preparing them for growth, sale and the capital markets.

COMPANY SECRETARIES

John Andrew Hunter

B.Com. (ANU), M.B.A. (MGSM), MAppFin (MAFC) Member of the Chartered Accountants Australia and New Zealand.

In addition to being a Director of the Company, Alexander Damien Harry Beard is also a Company Secretary of the Company.

KEY MANAGEMENT PERSONNEL

The key management personnel during the financial year were:

John Andrew Hunter Chief Financial Officer
Elliott Grant Kaplan (a) Investment Director and Executive Officer

(a) Elliott Kaplan ceased to be considered to be a member of the key management personnel on 23 November 2015 when he retired as Managing Director of Eildon Capital Limited (formerly CVC Private Equity Limited).

Directors' Meetings
No of meetings
attended
No of meetings
eligible to attend
John Douglas Read 4 4
Alexander Damien Harry Beard 4 4
Ian Houston Campbell 4 4

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 2 2
Alexander Damien Harry Beard 2 2
Ian Houston Campbell 2 2

(AND ITS CONTROLLED ENTITIES)

DIRECTORS' REPORT (CONTINUED)

DIRECTORS' AND KEY MANAGEMENT PERSONNEL'S INTERESTS

The relevant interest of each Director and Key Management Personnel in the share capital of the Company as at the date of this report is as follows:

Other changes
Ordinary shares Opening Purchases Sales during the year Closing
Mr J.D. Read 528,956 - - - 528,956
Mr A.D.H. Beard 1,381,136 - - - 1,381,136
Mr I.H. Campbell 50,000 - - - 50,000
Mr E.G. Kaplan (a) 20,000 - - (20,000) -
Mr J.A. Hunter - - - - -

(a) Elliott Kaplan ceased to be considered to be a member of the key management personnel on 23 November 2015 when he retired as Managing Director of Eildon Capital Limited (formerly CVC Private Equity 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.

DIVIDENDS

A final fully franked dividend in respect of the year ended 30 June 2016 of 5 cents per share was declared on 30 August 2016 to be paid on 15 September 2016 to those shareholders registered on 5 September 2016. An interim fully franked dividend of 5 cents per share amounting to \$5,976,639 was paid on 8 March 2016.

A final fully franked dividend in respect of the year ended 30 June 2015 of 3 cents per share was declared on 26 August 2015 amounting to \$3,585,984 was paid on 11 September 2015. A special fully franked dividend of 10 cents per share amounting to \$11,953,279 was paid on 27 May 2015. An interim fully franked dividend of 2 cents per share amounting to \$2,390,676 was paid on 17 March 2015.

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.

CONSOLIDATED RESULTS

The financial performance for the 2016 financial year is as follows:

  • Profit before tax of \$16.9 million (2015: \$21.2 million);
  • Net profit after tax of \$15.1 million (2015: \$20.1 million);
  • Earnings per share of 12 cents (2015: 15 cents);
  • Increase in Net Tangible Assets per share of 13 cents (2015: decrease of 8 cents), following dividends per share totalling 8 cents (2015: 15 cents) paid during the year; and
  • Net increase in value of investments through reserves of \$13.1 million (2015: decrease of \$16.5 million).

The consolidated profit for the year attributable to the members of the Company is calculated as follows:

2016 2015
\$ \$
Net profit after income tax 15,050,183 20,070,259
Non-controlling interests (1,251,789) (1,746,854)
───────── ─────────
Net profit after income tax attributable to members 13,798,394 18,323,405
════════ ════════

DIRECTORS' REPORT (CONTINUED)

REVIEW OF OPERATIONS

Highlights for the year of the main operating segments are as follows:

2016 2015
Net profit
after
income tax
Other
comp'sive
income
Total Net profit
after
income tax
Other
comp'sive
income
Total
(254,576)
2,182,975
3,924,056
551,792
1,645,804
(8,988,263) - (8,988,263) (4,499,939) - (4,499,939)
────────
15,050,183 13,050,879 28,101,062 20,070,259 (16,520,147) 3,550,112
═══════
(457,728)
3,207,635
19,164,948
324,654
1,798,937
───────
══════
\$
11,837,546
1,073,292
-
140,041
-
───────
══════
11,379,818
4,280,927
19,164,948
464,695
1,798,937
───────
══════
16,661,885
1,772,189
3,924,056
566,264
1,645,804
───────
══════
\$
(16,916,461)
410,786
-
(14,472)
-
────────
═══════

Listed Investments:

The total contribution to comprehensive income amounted to \$11.4 million (2015: loss of \$0.3 million), which includes both movements in reserves of \$11.8 million (2015: reduction of \$16.9 million) and loss on realised investments of \$0.4 million (2015: profit of \$16.6 million). During the year CVC continued to make acquisitions in listed companies it considers to be undervalued, including an additional investment in Lantern Hotel Group. The result for the year was directly attributed to positive results of a number of investments held during the year including:

  • Lantern Hotel Group of \$5.3 million;
  • Heritage Brands Limited of \$3.4 million;
  • Cyclopharm Limited of \$3.6 million; and
  • Afterpay Holdings Limited of \$1.2 million.

Although CVC's investment strategy of being a long term investor in undervalued stocks, in accordance with CVC's policy of impairing investment where there has been a significant reduction in share prices, the contribution by listed investments to CVC's overall performance has been reduced by impairment charge against investments. The total impairment charges raised during the year amounted to \$4.8 million (2015: \$5.8 million). This included impairment in relation to:

  • Bionomics Limited of \$2.1 million (share price of \$0.285);
  • Prime Media Group Limited of \$0.9 million (share price of \$0.315);
  • Mitchell Services Limited of \$0.6 million (share price of \$0.016); and
  • MMA Offshore Limited of \$0.7 million (share price of \$0.300).

Distributions received from various investments during the financial year amounted to \$1.0 million (2015: \$2.0 million).

Private Equity:

The total contribution to comprehensive income was \$4.3 million (2015: \$2.2 million) including the results of equity accounted investments. During the year the final tranche of shares were bought back by Ron Finemore Transport Pty Limited for proceeds of \$7.5 million, generating a profit of \$1.2 million. CVC has also made an investment in PAFtec Pty Limited, an Australian patented and developed breathing device manufacturer with significant export earnings and a recent recipient of the prestigious red dot design award.

CVC made a number of smaller investments into earlier stage companies with a view to longer term value creation. CVC continues to seek investment opportunities in private companies, and expects that investment conditions may present more opportunities in the next 12 – 18 months.

Green's Foods Holdings Pty Limited (Green's) contributed \$1.7 million to CVC's comprehensive income during the year. In addition dividends amounting to \$3.5 million were received. CVC has explored the sale of it's shareholding in Green's and is of the opinion that the current value of the shareholding is in the range of \$20 - \$24 million. If the shareholding in Green's was to be sold at the director's assessed value this would generate an increase in the net assets of CVC in the range of \$2.2 - \$5.0 million and a contribution to profit after tax of approximately \$7.9 - \$10.7 million.

Property:

Total contribution to comprehensive income was \$19.2 million (2015: \$3.9 million) net of project specific borrowing costs of \$1.9 million. This included interest related income generated from the provision of mezzanine finance facilities of \$12.4 million, exit from property investments of \$4.2 million and profit recognised from the construction of the South Nowra property of \$4.5 million.

During the year CVC sold the South Nowra retail property and completed the development of the site under a development and delivery agreement.

DIRECTORS' REPORT (CONTINUED)

REVIEW OF OPERATIONS (CONTINUED)

Property (Continued):

During the year CVC made investments in three new sites: a 15 hectare commercial site in Caboolture, Queensland; an industrial site in East Bentleigh, Victoria and a commercial site in Mooloolaba, Queensland. All projects provide long term development pipelines once rezoning has been achieved of combined retail, commercial and residential uses.

CVC's Donnybrook joint venture, of which CVC holds a 49% share, has entered into a conditional contract to sell 67.9 ha of the 274 ha proposed residential development project for \$34 million. The sale is subject to achieving a Precinct Structure Plan by 6 April 2020. This has significantly improved the joint venture's commercial position and will free up capital to develop the remaining 206 ha of the project. The entire property was purchased by the Donnybrook joint venture in 2014 for \$22.8 million.

CVC continues to progress the planning approval of the Marsden Park North property in conjunction with Mirvac Homes (NSW) Pty Limited, to achieve a residential rezoning. The area has experienced significant growth since CVC acquired the site in 2012, and once the sale of residential lots commence the project is expected to generate significant long term value for CVC. Based on internal estimates of valuation of similar properties and discounted cashflows from the project delivery agreement, CVC's share of the value of the project was estimated to be in the vicinity of \$40 million as previously announced to the market on 19 November 2014. This is compared to a carrying value of the property, which is classified as inventories, of \$10.9 million.

Following the announcement by Woolworths Limited in January 2016 regarding its exit and sale of its Home Improvement businesses, Masters Home Improvement Australia Pty Limited repudiated the Agreement for Lease in relation to the Port Macquarie site on 30 June 2016. Negotiations have failed to produce a satisfactory outcome for CVC and accordingly CVC will seek compensation via a court process.

Funds Management:

The contribution to comprehensive income of this segment was \$0.5 million (2015: \$0.6 million).

Concise Asset Management Limited (Mid Cap Australian Equities Specialist) continues to grow its funds management business and has contributed \$0.5 million to CVC's comprehensive income during the year.

During the year Eildon Capital Limited (formerly CVC Private Equity Limited) completed a restructure to change its focus from private equity investments to a pure property investment focus. The company plans to undertake a capital raising and pursue an ASX listing this year. This will provide shareholders, as well as retail investors, the opportunity to invest directly into a CVC entity that specialises in mezzanine funded projects with the objective of generating higher returns for investors.

CVC is launching a specialist early stage investment fund to be known as Add+Venture, which will seek to enhance our early stage deal flow and provide opportunities for investors to participate in investments in a crowd funding style platform.

Controlled investees

Cellnet Group Limited (ASX: CLT) provided a contribution to comprehensive income of \$1.8 million (2015: \$1.6 million) for the period. The Cellnet Group Limited result was achieved despite difficult trading conditions exacerbated by the closure of Dick Smith Electronics stores. During the second half of the year a number of organic growth opportunities were implemented which are expected to further improve operating performance during the 2017 financial year. Cellnet Group Limited is continuing to seek value enhancing acquisition opportunities.

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.

DIRECTORS' REPORT (CONTINUED)

EVENTS SUBSEQUENT TO BALANCE DATE

A final dividend in respect of the year ended 30 June 2016 of 5 cents per share was declared on 30 August 2016 to be paid on 15 September 2016 to those shareholders registered on 5 September 2016.

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 by the Company during the year or to the date of this report. Subsidiaries of the Company which have option plans include Eildon Capital Limited (formerly CVC Private Equity Limited) and Cellnet Group Limited.

a) Eildon Capital Limited (formerly CVC Private Equity Limited)

Options issued over shares of Eildon Capital Limited (formerly CVC Private Equity Limited), a controlled entity of CVC are granted under its Option Plan. Under the plan, participants are granted options which are exercisable after the expiration of 3 years. There are no performance conditions attached to the options, and participation in the plan is at the discretion of the Board of Eildon Capital Limited (formerly CVC Private Equity Limited) and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Options granted carry no dividend or voting rights or rights to participate in any other share issue of Eildon Capital Limited (formerly CVC Private Equity Limited) or any other entity. When exercisable, each option is convertible into one ordinary share.

Grant Date Balance at start
of the year
Exercised
during the year
Buy-back during
the year
Balance at the
end of the year
ADH Beard 16 Jan 2013 1,200,000 (1,200,000) - -
EG Kaplan 16 Jan 2013 1,200,000 (1,200,000) - -
JA Hunter 16 Jan 2013 250,000
───────
-
───────
(250,000)
───────
-
──────
2,650,000
───────
(2,400,000)
───────
(250,000)
───────
-
──────

Model inputs for options granted during the year are disclosed in note 32.2(a) of the financial report.

b) Cellnet Group Limited

Cellnet Group Limited, a controlled entity of CVC, issued options to key management personnel of CVC. Options are exercisable at any time during the period from the date of its issue until 31 October 2017.

Grant Date Balance at start
of the year
Options
issued
Other
movements
Balance at the end
of the year
Vested
ADH Beard 24 Oct 2014 1,200,000 - - 1,200,000 1,200,000
EG Kaplan (a) 24 Oct 2014 1,200,000
──────
-
──────
(1,200,000)
──────
-
──────
-
──────
2,400,000
──────
-
──────
(1,200,000)
──────
1,200,000
──────
1,200,000
──────

(a) Elliott Kaplan ceased to be considered to be a member of the key management personnel on 23 November 2015 when he retired as Managing Director of Eildon Capital Limited (formerly CVC Private Equity Limited).

Details of the Cellnet Group Limited options are disclosed in note 32.2(b) of the financial report.

INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

a) Indemnification

During and since the end of the financial period CVC has provided an indemnity and entered into an agreement to indemnify Directors and Company Secretaries for liabilities that may arise from their position, except where the liability arises out of conduct involving a lack of good faith.

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 key management personnel of the Company and its 100% owned entities in accordance with the requirements of the Corporations Act 2001 and its regulations. For clarity it includes the remuneration received by Messrs Beard and Kaplan from Cellnet Group Limited and Eildon Capital Limited (formerly CVC Private Equity Limited), but excludes the remuneration of those key management personnel of Cellnet Group Limited and Eildon Capital Limited (formerly CVC Private Equity Limited) which are not considered to be key management personnel of CVC. This information has been audited as required by s. 308(3C) of the Corporations Act 2001. The remuneration report details the remuneration arrangements for key management personnel who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of CVC.

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 remuneration for all other key management personnel 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 discretionary bonuses and participation in the CVC Executive Long Term Incentive Plan.

The Company does not have a remuneration committee. The remuneration of the Managing Director, Mr Beard, is determined following discussion with the Non-Executive Directors. The remuneration of key management personnel other than Mr Beard are determined following discussion with the Board of CVC.

Short term discretionary 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 and are determined at the end of the financial year.

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 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.

There are currently no shares issued under the CVC Executive Long Term Incentive Plan.

Individual remuneration disclosures:

The following table provides details of the remuneration expense of the Company and its 100% owned entities recognised for the group's key management personnel for the current and previous financial year measured in accordance with the requirements of the accounting standard.

(AND ITS CONTROLLED ENTITIES)

DIRECTORS' REPORT (CONTINUED)

REMUNERATION REPORT (AUDITED) (CONTINUTED)

Remuneration of key management personnel (continued):

Remuneration of key management personnel for the year ended 30 June 2016

Short-term employee
benefits Post –
STI employ't Share
Base Salary Bonus benefits based
Fees (b) Super'n Other payment Total Base %
\$ \$ \$ \$ \$ \$ (a)
Directors
ADH Beard 2016 355,093 300,000 30,000 31,210 - 716,303 58%
(Managing Director) 2015 353,059 162,784 30,000 34,969 37,140 617,952 68%
JD Read (e) 2016 54,795 - 20,205 - - 75,000 100%
(Non-Executive Director) 2015 50,000 - 19,555 - - 69,555 100%
IH Campbell
(Non-Executive Director) 2016 54,795 - 5,205 - - 60,000 100%
2015 13,699 - 1,301 - - 15,000 100%
VR Gould
(Chairperson and
Executive Director until 19 2016 - - - - - - n/a
December 2014) (c) 2015 180,000 - 17,500 9,098 - 206,598 100%
J Ters
(Executive Director until 16 2016 - - - - - - n/a
March 2015) 2015 180,438 - 12,189 4,832 - 197,459 100%
Other Key Management Personnel
VR Gould (c)
(Executive from 19 2016 - - - - - - n/a
December to 31 March 2015) 2015 90,000 - 8,750 6,371 - 105,121 100%
JS Leaver (d)
(Executive until 31 March 2016 - - - - - - n/a
2015) 2015 274,550 - 26,250 8,020 - 308,820 100%
JA Hunter (f) 2016 290,000 200,000 27,550 - - 517,550 61%
2015 72,500 127,020 6,887 - - 206,407 38%
EG Kaplan (f),(g) 2016 100,000 - 20,833 10,266 - 131,099 100%
2015 60,000
──────
82,500
──────
6,250
──────
3,865
──────
-
──────
152,615
──────
46%
2016 854,683
──────
500,000
──────
103,793
──────
41,476
──────
-
──────
1,499,952
──────
2015 1,274,246
──────
372,304
──────
128,682
──────
67,155
──────
37,140
──────
1,879,527
──────

Notes:

(a) Base % reflects the amount of base level remuneration that is not dependent on individual or CVC performance.

(b) The Short Term Incentive Bonus represents discretionary bonuses as determined by the Directors of CVC, based on their performance during the year. (c) Mr Gould resigned as Director on 19 December 2014 and was appointed as Executive Officer. Mr Gould resigned as Executive Officer effective 31

March 2015.

(d) Mr Leaver resigned as Executive Officer effective 31 March 2015. Mr Leaver continues act in an advisory role.

(e) Superannuation received by Mr Read includes amounts paid by CVC Limited and Eildon Capital Limited (formerly CVC Private Equity Limited).

(f) Following the resignation of Messrs Gould and Leaver on 31 March 2015, Messrs Kaplan and Hunter were considered to be key management personnel of CVC. Amounts disclosed in 2015 rows represents remuneration provided since 31 March 2015.

(g) Elliott Kaplan ceased to be considered to be a member of the key management personnel on 23 November 2015 when he retired as Managing Director of Eildon Capital Limited (formerly CVC Private Equity Limited).

DIRECTORS' REPORT (CONTINUED)

REMUNERATION REPORT (AUDITED) (CONTINUTED)

Executive contractual arrangements

It is CVC's policy that service contracts for key management personnel are unlimited in term but capable of termination as per the relevant period of notice and that CVC retains the right to terminate the contract immediately, by making payment that is commensurate with pay in lieu of notice.

The service contract outlines the components of remuneration paid to the key management person but does not prescribe how remuneration levels are modified year to year. Remuneration levels are reviewed each year to take into account any change in the scope of the role performed by the key management personnel and any changes required to meet the principles of the remuneration policy.

Standard key management personnel termination payment provisions apply to all current members of the key management personnel, including the Managing Director. The standard key management personnel provisions are as follows:

Details Notice
Period
Payment in
lieu of notice
Treatment of
STI on
termination
Treatment of LTI
on termination
Unvested awards Unvested awards
Employer initiated termination 1 month 1 month forfeited forfeited
Unvested awards Unvested awards
Termination for serious misconduct None None forfeited forfeited
Unvested awards Unvested awards
Employee initiated termination 1 month 1 month forfeited forfeited

Consequences of performance on shareholder wealth

In considering CVC's performance and benefits for shareholder wealth, the Directors have regard to the following indicators in respect of the current financial year and previous financial years.

2016
\$
2015
\$
2014
\$
2013
\$
2012
\$
Net profit attributable to members of the parent entity
Comprehensive income/(loss) attributable to members
13,798,394 18,323,405 25,383,574 9,290,136 9,133,110
of the parent entity 13,024,484
─────────
(16,158,003)
─────────
11,858,356
─────────
10,690,344
─────────
959,714
─────────
Total comprehensive income attributable to members
of the parent entity
26,822,878
─────────
2,165,402
─────────
37,241,930
─────────
19,980,480
─────────
10,092,824
─────────
Dividends paid 9,562,623 17,929,938 12,110,681 6,106,557 6,176,414
Shares bought back on market - - 2,288,197 878,742 4,164,452
Share price 1.51 1.52 1.42 1.00 0.895
Change in share price (0.01) 0.10 0.42 0.105 0.035
Net assets per share 1.68 1.55 1.63 1.42 1.30
Change in net assets per share 0.13 (0.08) 0.21 0.12 0.04

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

As lead auditor for the audit of the consolidated financial report of CVC Limited for the year ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • (a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
  • (b) any applicable code of professional conduct in relation to the audit.

This declaration is in respect of CVC Limited and the entities it controlled during the year.

Sydney, NSW M D Muller 30 August 2016 Partner

11

(AND ITS CONTROLLED ENTITIES)

CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2016

Notes 2016 2015
\$ \$
INCOME FROM CONTINUING OPERATIONS
Revenue from services 788,346 1,703,890
Fee income 2,318,356 734,499
Contract revenue 9 32,872,733 -
Rental income 161,533 301,124
Net gain on sale of equity investments - 15,211,432
Interest revenue 12,131,198 7,192,393
Dividend revenue 4,885,546 2,290,043
Recovery of investments in unrelated entities 13,840,567 6,232,638
Recovery of loans in unrelated entities - 448,898
Sale of goods 77,744,070 83,838,260
Change in fair value of investment properties
Finance income
-
579,687
700,000
1,761,934
Net realised foreign exchange gain 697,616 1,659,115
Other income 552,408 310,525
───────── ─────────
Total income 4 146,572,060
─────────
122,384,751
─────────
Share of net profits of associates accounted for using the equity
method 15 2,605,074 22,059
EXPENSES
Cost of goods sold 61,202,205 66,868,583
Contract Costs 28,161,174 -
Net loss on sale of equity investments 10,764,969 -
Depreciation expense 482,824 470,019
Amortisation expense 18,519 -
Employee expenses 13,776,733 12,815,603
Finance costs 5 2,308,474 1,825,453
Impairment of listed investments 4,847,376 5,797,512
Impairment of unlisted investments 31,265 1,791,934
Impairment of investments in associated entities 362,000 -
Impairment of loans to associated entities 753,202 -
Impairment of loans to unrelated entities
Impairment of property, plant and equipment
-
49,985
1,201,608
457,050
1,171,966
Management and consultancy fees
Operating lease rental
941,410 229,800
1,026,048
Other expenses 5 7,414,261 8,673,970
───────── ─────────
Profit before related income tax expense 16,890,771 21,249,230
Income tax expense 6 1,840,588
─────────
3,633,677
─────────
Net profit from continuing operations 15,050,183 17,615,553
Net profit from discontinued operation 28 -
─────────
2,454,706
─────────
Net profit 15,050,183 20,070,259
Net profit attributable to non-controlling interest 25 1,251,789
─────────
1,746,854
─────────
Net profit attributable to members of the parent entity 13,798,394
═════════
18,323,405
═════════

The above statement of financial performance is to be read in conjunction with the notes to the financial statements set out on pages 17 to 70.

(AND ITS CONTROLLED ENTITIES)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016

Notes 2016 2015
\$ \$
Profit for the year 15,050,183
───────
20,070,259
───────
Other comprehensive income
Items that may be reclassified to profit or loss
Investment value increases recognised in other reserves 26 15,637,300 287,128
Amounts transferred from other reserves to income on sale 26 (2,586,421)
───────
(16,807,275)
───────
Other comprehensive income/(loss) for the year, net of tax 13,050,879
───────
(16,520,147)
───────
Total comprehensive income for the year 28,101,062 3,550,112
Attributable to ═══════ ═══════
Shareholders 26,822,878 2,165,402
Non-controlling interest 1,278,184 1,384,710
───────
28,101,062
═══════
───────
3,550,112
═══════
Total comprehensive income/(loss) for the period attributable to
members of the parent entity arises from:
Continuing operations 28,101,062 (113,545)
Discontinued operation - 2,278,947
───────
28,101,062
═══════
───────
2,165,402
═══════
Basic and diluted earnings per share for profit from continuing
operations attributable to the members of the parent entity
Basic and diluted earnings per share for profit attributable to the
7 0.1154 0.1342
members of the parent entity 7 0.1154 0.1533
═════════ ═════════

The above statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out on pages 17 to 70.

(AND ITS CONTROLLED ENTITIES) CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016

Notes
2016 2015
\$ \$
CURRENT ASSETS
Cash and cash equivalents 27 21,673,050 54,456,733
Loans and other receivables 9 80,695,636 47,419,357
Financial assets – "at fair value through profit or loss" 12 2,489,914 2,652,580
Derivative financial instrument 22 143,000 261,000
Investment properties 17 - 10,094,592
Inventories 13 14,282,496 14,965,524
Current tax assets 6 258 -
Other assets 14 140,215
─────────
238,035
─────────
119,424,569 130,087,821
Assets classified as held for sale 11 12,916,653
─────────
-
─────────
Total current assets 132,341,222
─────────
130,087,821
─────────
NON-CURRENT ASSETS
Loans and other receivables 9 21,725,495 27,768,088
Financial assets – "available-for-sale" 10 69,331,501 48,678,295
Inventories 13 10,860,450 10,591,070
Investments accounted for using the equity method 15 5,363,372 16,269,678
Property, plant and equipment 16 581,157 970,878
Investment properties 17 13,159,852 6,502,477
Intangible assets 18 52,435 26,816
Deferred tax assets 6 1,989,207
─────────
1,774,138
─────────
Total non-current assets 123,063,469 112,581,440
───────── ─────────
TOTAL ASSETS 255,404,691 242,669,261
───────── ─────────
CURRENT LIABILITIES
Trade and other payables 19 12,497,426 16,445,452
Interest bearing loans and borrowings 21 3,167,951 1,027,893
Provisions 20 1,184,514 1,055,386
Current tax liabilities 6 2,289,683 689,603
───────── ─────────
Total current liabilities 19,139,574 19,218,334
───────── ─────────
NON-CURRENT LIABILITIES
Interest bearing loans and borrowings 21 21,571,053 20,433,814
Provisions 20 121,006 216,810
Deferred tax liabilities 6 1,054,077 1,941,519
───────── ─────────
Total non-current liabilities 22,746,136
─────────
22,592,143
─────────
TOTAL LIABILITIES 41,885,710
─────────
41,810,477
─────────
NET ASSETS 213,518,981 200,858,784
═════════ ═════════
EQUITY
Contributed equity 23 103,646,848 103,646,848
Retained earnings 24 72,766,639 68,530,868
Other reserves 26 24,794,268 13,535,731
───────── ─────────
Total parent entity interest 201,207,755 185,713,447
Non-controlling interest 25 12,311,226 15,145,337
───────── ─────────
TOTAL EQUITY 213,518,981 200,858,784
═════════ ═════════

The above statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 17 to 70.

(AND ITS CONTROLLED ENTITIES)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016

ibu
ted
Co
ntr
ity
equ
ned
Re
tai
nin
ear
gs
As
set
alu
ati
rev
on
loy
Em
p
ee
ity
be
nef
it
equ
xch
For
eig
n e
ang
e
nsl
atio
tra
n
f th
Ow
ner
s o
e
ent
par
rol
lin
No
ont
n-c
g
int
st
ere
To
tal
\$ \$ \$ \$ \$ \$ \$ \$
At
1 Ju
ly
201
5
103
646
848
,
,
68,
530
868
,
═══
═══
═══
634
7,
585
,
═══
═══
═══
981
5,
880
,
═══
═══
═══
(3
1,
)
783
═══
═══
═══
185
713
447
,
,
═══
═══
═══
15,
145
337
,
═══
═══
═══
784
200
858
,
,
═══
═══
═══
Pro
fit
for
th
e y
ear
═══
═══
═══
══
-
══
13,
798
394
,
══
-
══
-
══
-
══
13,
798
394
,
══
1,
251
789
,
══
15,
050
183
,
Oth
hen
siv
e in
er c
om
pre
com
e
-
───
───
───
──
-
───
───
───
12,
668
844
,
───
───
───
-
───
───
───
355
640
,
───
───
───
13,
024
484
,
───
───
───
26,
395
───
───
───
13,
050
879
,
───
───
───
tal
hen
siv
e in
e fo
r th
To
com
pre
com
e y
ear
-
───
───
───
──
──
13,
798
394
,
───
───
───
──
12,
668
844
,
───
───
───
──
-
───
───
───
──
355
640
,
───
───
───
──
26,
822
878
,
───
───
───
──
1,
278
184
,
───
───
───
──
28,
101
062
,
───
───
───
Tra
ctio
wit
h s
har
eho
lde
nsa
ns
rs:
── ── ── ── ── ── ──
Ac
of
rol
led
isit
ion
int
st i
titi
ont
qu
ere
n c
en
es
- - (52
)
5,
780
- - (52
)
5,
780
(4,
461
)
055
,
(4,
)
986
835
,
Dis
sal
of
int
st i
rol
led
titi
ont
po
ere
en
es
n c
- - (62
5,
510
)
- - (62
5,
510
)
1,
750
727
,
1,
125
217
,
of
ital
Ret
urn
cap
- - - - - - (50
)
0,
000
(50
)
0,
000
Div
ide
nd
id
pa
- (9,
562
623
)
,
- - - (9,
562
623
)
,
(
1,
195
336
)
,
(
10,
757
959
)
,
Sha
re b
d p
ent
ase
aym
-
───
───
───
──
-
───
───
───
-
───
───
───
(6
)
14,
657
───
───
───
-
───
───
───
(6
)
14,
657
───
───
───
293
369
,
───
───
───
(32
)
1,
288
───
───
───
At
30
Jun
e 2
016
103
646
848
,
,
═══
═══
═══
══
──
72,
766
639
,
═══
═══
═══
══
──
19,
103
188
,
═══
═══
═══
══
──
5,
367
223
,
═══
═══
═══
══
──
323
857
,
═══
═══
═══
══
──
201
207
755
,
,
═══
═══
═══
══
──
12,
311
226
,
═══
═══
═══
══
──
213
518
981
,
,
═══
═══
═══
══
ly
At
1 Ju
201
4
103
646
848
,
,
68,
137
401
,
23,
006
152
,
235
388
,
112
140
,
195
137
929
,
,
17,
825
232
,
212
963
161
,
,
fit
for
th
Pro
e y
ear
═══
═══
═══
══
-
═══
═══
═══
══
18,
323
405
,
═══
═══
═══
══
-
═══
═══
═══
══
-
═══
═══
═══
══
-
═══
═══
═══
══
18,
323
405
,
═══
═══
═══
══
1,
746
854
,
═══
═══
═══
══
20,
070
259
,
Oth
hen
siv
e lo
er c
om
pre
ss
- - (
)
15,
981
372
,
(
)
32,
708
(
)
143
923
,
(
)
16,
158
003
,
(
)
362
144
,
(
)
16,
520
147
,
To
tal
hen
siv
e in
e/(
los
s)
for
th
com
pre
com
e y
ear
───
───
───
──
-
───
───
───
──
18,
323
405
,
───
───
───
──
(
15,
981
372
)
,
───
───
───
──
(
32,
708
)
───
───
───
──
(
143
923
)
,
───
───
───
──
2,
165
402
,
───
───
───
──
1,
384
710
,
───
───
───
──
3,
550
112
,
Oth
in
ity
nts
er m
ove
me
equ
:
───
───
───
──
───
───
───
──
───
───
───
──
───
───
───
──
───
───
───
──
───
───
───
──
───
───
───
──
───
───
───
──
Sha
f as
iate
ity
bas
ed
tion
nis
ed
re o
soc
s e
qu
rem
un
era
re
cog
the
in o
r re
ser
ve
- - - 631
945
5,
,
- 631
945
5,
,
- 631
945
5,
,
Tra
ctio
wit
h s
har
eho
lde
nsa
ns
rs:
Ac
isit
ion
of
int
st i
rol
led
titi
ont
qu
ere
en
es
n c
- - (
136
980
)
,
- - (
136
980
)
,
(
722
412
)
,
(
859
392
)
,
sal
of
rol
led
Dis
int
st i
titi
ont
po
ere
n c
en
es
- - 697
834
,
- - 697
834
,
(
)
1,
383
779
,
(
)
685
945
,
Ret
of
ital
urn
cap
- - - - - - (
801
304
)
,
(
801
304
)
,
ide
nd
id
Div
pa
- (
17,
929
938
)
,
- - - (
17,
929
938
)
,
(
1,
263
336
)
,
(
19,
193
274
)
,
Sha
re b
d p
ent
ase
aym
-
───
───
───
──
-
───
───
───
-
───
───
───
147
255
,
───
───
───
-
───
───
───
147
255
,
───
───
───
106
226
,
───
───
───
253
481
,
───
───
───
At
30
Jun
e 2
015
103
646
848
,
,
═══
═══
═══
══
──
68,
530
868
,
──
7,
585
634
,
──
5,
981
880
,
──
(
31,
783
)
──
185
713
447
,
,
──
15,
145
337
,
──
200
858
784
,
,

═══════════ ═══════════ ═══════════ ═══════════ ═══════════ ═══════════ ═══════════ 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 17 to 70.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016

Notes
2016 2015
\$ \$
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts in the course of operations 91,200,796 109,022,091
Cash payments in the course of operations (94,892,253) (95,710,983)
Net cash receipts for land held for resale 6,247,695 -
Net cash payments for land held for resale - (4,101,130)
Proceeds from disposal of financial assets at fair value through profit or loss 2,035,338 1,241,116
Payments for disposal of financial assets at fair value through profit or loss (2,139,422) (1,551,010)
Proceeds on construction contract 2,771,151 -
Interest received 8,885,093 5,826,206
Dividends received 12,972,488 7,893,653
Interest paid (556,207) (1,429,017)
Income taxes paid (1,695,380)
───────
(1,602,960)
───────
Net cash provided by operating activities 27 24,829,299
───────
19,587,966
───────
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for capital expenditure for investment properties (1,285,066) (2,500,770)
Payments for property, plant and equipment (143,088) (190,552)
Payments for investment properties (5,350,000) -
Proceeds from disposal of investment property 8,200,000 -
Payments for equity investments (54,266,244) (44,677,984)
Proceeds from disposal of equity investments 42,626,372 72,107,343
Proceeds from transactions with non-controlling interests - 4,524,432
Acquisition of intangibles (44,138) (26,816)
Loans provided (99,329,419) (49,713,168)
Loans repaid 64,597,747 30,809,671
───────
Net cash (used in)/provided by investing activities ───────
(44,993,836)
───────
10,332,156
───────
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings (28,627,970) (41,098,180)
Proceeds from borrowings 30,271,000 35,436,489
Dividends paid (10,552,026) (18,547,959)
Payments for share buy-back (5,631,461) (552,793)
Payments for return of capital (500,000) (801,304)
Proceeds from issues of shares 1,723,695 -
Restructure transaction costs -
───────
(242,540)
───────
Net cash used in financing activities (13,316,762)
───────
(25,806,287)
───────
Net increase in cash and cash equivalents (33,481,299) 4,113,835
Foreign exchange gain on cash 697,616 1,659,115
Cash and cash equivalents at the beginning of the financial year 54,456,733 48,683,783
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL ─────── ───────
YEAR 27 21,673,050
════════
54,456,733
════════

The above statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 17 to 70.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

Note Contents
1. Statement of Accounting Policies
2. Controlled Entities
3. Parent Company Information
4. Income
5. Profit Before Income Tax Expense
6. Income Tax
7. Earnings Per Share
8. Dividends
9. Loans and Other Receivables
10. Financial Assets – "Available-for-Sale"
11. Assets classified as Held for Sale
12. Financial assets – "At Fair Value Through Profit or Loss"
13. Inventories
14. Other Assets
15. Investments Accounted for Using the Equity Method
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. Derivative Financial Instruments
23. Contributed Equity
24. Retained Earnings
25. Non-Controlling Interest
26. Other Reserves
27. Notes to Statement of Cash Flows
28. Discontinued operation
29. Auditors' Remuneration
30. Commitments and Contingencies
31. Segment Information
32.
33.
Related Party Information
Additional Financial Instruments Disclosure
34. Fair Value Measurements
35. Events Subsequent to Year End
36. Critical Accounting Estimates and Judgements

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (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 36.

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).

There are no standards, interpretations or amendments to existing standards that are effective for the first time for the financial year commencing 1 July that have a material impact on CVC.

Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2016 reporting period:

(i) AASB 9 Financial Instruments

AASB 9 Financial Instruments was released in December 2014 and is mandatory for periods beginning on or after 1 January 2018. The Standard addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets.

CVC has yet to undertake a detailed assessment of the classification and measurement of financial assets. The financial assets held by the group include:

  • Equity instruments currently classified as "available-for-sale" for which a fair value through other comprehensive income election is available;
  • Equity instruments currently measured "at fair value through profit or loss" which would likely continue to be measured on the same basis under the standard;
  • Loans and receivables currently measured at amortised cost using the effective interest rate method which would likely continue to be measured on the same basis under the standard.

Accordingly CVC does not expect the new guidance to have a significant impact on the classification and measurement of its financial assets.

The new impairment model requires the recognition of impairment provisions based on expected credit losses rather than only incurred credit losses as is the case under AASB 139. While CVC has not yet undertaken a detailed assessment of how its impairment provisions would be affected by the new model, it may result in an earlier recognition of credit losses.

The new standard also introduces expanded disclosure requirements and changes in presentation. These are expected to change the nature and extent of CVC's disclosures about its financial instruments particularly in the year of the adoption of the new standard.

(ii) AASB 15 Revenue from contracts with customers

AASB 15 Revenue from contracts with customers was released in October 2015 and is mandatory for periods beginning on or after 1 January 2018. The standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. CVC does not expect the new standard to have any material impact on the timing of recognition of its revenues in the initial period of application.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

1.2 Statement of Compliance

(iii) AASB 16 Leases

AASB 16 Leases was released in February 2016 and is mandatory for periods beginning on or after 1 January 2019. The new standard introduces a single lessee accounting model that will require a lessee to recognise right-of-use assets and lease liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Right-of-use assets are initially measured at their cost and lease liabilities are initially measured on a present value basis. Subsequent to initial recognition:

• Right-of-use assets are accounted for on a similar basis to non-financial assets, whereby the right-of-use asset is accounted for in accordance with a cost model unless the underlying asset is accounted for on a revaluation basis; and

• Lease liabilities are accounted for on a similar basis as other financial liabilities, whereby interest expense is recognised in respect of the liability and the carrying amount of the liability is reduced to reflect lease payments made.

Although the directors anticipate that the adoption of AASB 16 may have an impact on CVC's accounting for operating leases, it is impracticable at this stage to provide a reasonable estimate of such impact.

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 2016 ("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. The equity accounted investments are not recorded at a value in excess of CVC's share of the associates net assets at the date significant influence commences, with the exception of CVC's share of the associates future profits. 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 24). 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.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

1.3 Principles of Consolidation (Continued)

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.

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.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

1.6 Income Tax and Other Taxes (Continued)

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.

1.8 Trade and Other Payables

Trade payables and other payables are carried at amortised cost 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 - 45 day terms.

1.9 Trade and Other Receivables

Trade and other receivables, which generally have 30 - 120 day terms, are stated at their amortised cost less impairment losses. Individual debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that CVC will not be able to collect the receivable.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

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 profit or loss. 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%
Leasehold 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.

1.12 Non-current assets (or disposal groups) held for sale and discontinued operations

Non-current assets (or disposal groups) are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

1.13 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 consolidated statement of financial performance 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 two 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 consolidated 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. 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 consolidated statement of financial performance on equity instruments classified as "available-for-sale" are not reversed through the consolidated statement of financial performance.

1.14 Intangible Assets

(i) Goodwill

Goodwill on acquisition of subsidiaries is included in intangible assets. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

(ii) Other intangible Assets

Other intangible assets are initially recorded at cost. Following initial recognition, other 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 2016 (CONTINUED)

NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

1.15 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.

1.16 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, when a contract of sale becomes unconditional.

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 includes management fees charged to associated entities and is recognised when the terms or the agreement are satisfied and 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.

Fee Income

Fees and commissions that relate to the execution of a significant act (for example, advisory or arrangement services, placement fees and underwriting fees) are recognised when the significant act has been completed.

Fees charged for providing ongoing services (for example, managing and administering existing facilities and funds) are recognised as income over the service period.

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 2016 (CONTINUED)

NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

1.16 Revenue and Revenue Recognition (Continued)

Construction contract

When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognised over the period of the contract by reference to the stage of completion.

Contract costs are recognised as expenses by reference to the stage of completion of the contract activity at the end of the reporting period. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable.

Variations in contract work, claims and incentive payments are included in contract revenue to the extent that may have been agreed with the customer and are capable of being reliably measured.

1.17 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 including "on-costs".

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.

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.

1.19 Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

1.20 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.

1.21 Comparative Figures

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.

1.22 Segment Reporting

A business segment is a distinguishable component of the entity that is engaged in providing differentiated products or services.

1.23 Contingent Consideration

Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability will be recognised in accordance with AASB 139 either in profit or loss or as a change to other comprehensive income.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 2: CONTROLLED ENTITIES

2.1 Composition of Consolidated Group

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.

Companies incorporated in Australia:

Interest Held by Interest Held by non
Consolidated Entity controlling interests
2016 2015 2016 2015
% % % %
CVC Limited
Direct Controlled Entities:
AddVenture Pty Limited 100 - - -
Biomedical Systems Pty Limited 100 100 - -
CVC Alternate Funding Pty Limited 100 100 - -
CVC Bentleigh (Loan) Pty Limited 100 - - -
CVC Bentleigh (Developer) Pty Limited 100 - - -
CVC Caboolture Unit Trust 60 - 40 -
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 Litigation Funding Pty Limited 100 100 - -
CVC Managers Pty Limited 100 100 - -
CVC Masters Unit Trust 50 50 50 50
CVC Mezzanine Finance Pty Limited 100 100 - -
CVC Nepean Pty Limited 100 100 - -
CVC (Newcastle) Pty Limited 100 100 - -
CVC Property Investments Pty Limited 100 100 - -
CVC Reef Investment Managers Pty Limited 100 100 - -
CVC Renewables Pty Limited 94 94 6 6
CVC Sustainable Investments Limited - 100 - -
CVC Sustainable Investments No.2 Limited - 100 - -
CVC Wagga Wagga Pty Limited 100 100 - -
CVC Wagga Wagga Unit Trust 50 50 50 50
Cellnet Group Limited 58 55 42 45
Eildon Capital Limited (formerly CVC Private Equity
Limited) 67 63 33 37
Eildon Funds Management Limited (formerly CVC
Property Managers Limited) 100 100 - -
Greens IPO SALECO 100 100 - -
iLiv CVC Rockhampton Trust 50 50 50 50
MAC 1 MP Pty Ltd 66 66 34 34
Marsden Park Development Trust 66 66 34 34
P2P Investments Pty Limited 100 100 - -
Renewable Energy Managers Pty Limited 100 100 - -
Stinoc Pty Limited 99 99 1 1
The Eco Fund Pty Limited 100 100 - -

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 2: CONTROLLED ENTITIES (CONTINUED)

2.1 Composition of Consolidated Group (Continued)

Interest Held by
Consolidated Entity
Interest Held by non
controlling interests
2016 2015 2016 2015
Controlled Entities jointly owned by CVC Renewables Pty Limited and CVC Reef Investment Managers:
Wind Corporation Australia Pty Limited 100 100 - -
Hampton Wind Park Company Pty Limited 100 100 - -
Controlled Entities controlled by Cellnet Group Limited:
C&C Warehouse (Holdings) Pty Limited 100 100 - -
Regadget Pty Limited 100 100 - -
OYT Pty Limited 100 100 - -
Cellnet Online Pty Limited 100 100 - -
Companies incorporated in New Zealand:
Controlled Entities controlled by Cellnet Group Limited:
Cellnet Limited
100 100 - -
Companies incorporated in Hong Kong:
Controlled Entities controlled by Cellnet Group Limited:
3SixT Limited
100 100 - -

2.2 Acquisition and disposals of Business Operations

(a) CVC Property Fund

On 22 April 2015 CVC sold 52% of its holding in CVC Property Fund for a consideration of \$5 million. The balance of the unitholding in CVC Property Fund was exchanged for units in 360 Capital Total Return Fund (ASX: TOT) in a scrip-for-scrip rollover. In addition, CVC received 690,240,449 A Class units from CVC Property Fund which entitled unitholders to any amount (net of costs and adjustments) in excess of the independent valuation of \$26 million arising from the sale of the properties at 357 – 373 Warringah Road and 8 Rodborough Road Frenchs Forest under the contract for sale as at 22 April 2015. Refer to note 28.

(b) CVC Sustainable Investments Limited and CVC Sustainable Investments No.2 Limited (CVC Sustainable Investments)

On 29 June 2015, CVC Sustainable Investments distributed 100% of its net assets to ordinary shareholders. Concurrently, CVC Sustainable Investments cancelled 100% of its ordinary shares and issued one A Class ordinary share to the Company, where it became 100% owned by CVC. As the net assets of CVC Sustainable Investments were nil, no consideration was paid for the A Class ordinary share. The companies were deregistered during the year.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 2: CONTROLLED ENTITIES (CONTINUED)

2.3 Interest in material subsidiaries

(a) Significant restrictions

CVC has statutory and regulatory restrictions on its ability to access or use the assets in Cellnet Group Limited and Eildon Capital Limited (formerly CVC Private Equity Limited). The Corporations Act 2001 provides CVC with an interest in the equity of the entities, but does not provide it a right to their assets.

CVC also has constitutional restrictions on its ability to access or use the assets of CVC Caboolture Unit Trust, CVC Masters Unit Trust, iLiv CVC Rockhampton Trust and Marsden Park Development Trust, which arise from the operation of the various Trust Deeds of the entities. CVC has an interest in the equity of the entities, but does not provide it a right to their assets or liabilities.

The carrying amount of the non-controlling interests of the various entities included within the consolidated financial statements to which these restrictions apply is \$12,311,226 (2015: \$15,145,337). Refer note 25.

(b) Information on subsidiaries:

Set out below are those entities that have non-controlling interests that are material to CVC.

Cellnet Group Limited: a distributor of mobile and IT technology to the reseller community in Australia.
CVC Caboolture Unit Trust: a commercial property development in Caboolture, Queensland.
CVC Masters Unit Trust: commercial property developments in South Nowra and Port Macquarie, New South Wales.
Eildon Capital Limited
(formerly CVC Private
Equity Limited):
investment company with a focus on Australian property investments.
iLiv CVC Rockhampton Trust: a property development of residential properties in Rockhampton in Queensland.
Marsden Park Development Trust: a residential property development in Riverstone, New South Wales.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 2: CONTROLLED ENTITIES (CONTINUED)

2.3 Interest in material subsidiaries (Continued)

(b) Information on subsidiaries (Continued):

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to CVC. The amounts disclosed for each subsidiary are before inter-company eliminations.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 2: CONTROLLED ENTITIES (CONTINUED)

2.3 Interest in material subsidiaries (Continued)

(b) Information on subsidiaries (Continued):

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─────── ─────── ─────── ─────── ─────── ─────── ─────── ─────── ─────── ─────── ─────── ──────── ──────── (a) On 22 April 2015 CVC Property Fund ceased to be a controlled entity of CVC. The amounts disclosed relate to the period to 22 April 2015. Refer note 28.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 2: CONTROLLED ENTITIES (CONTINUED)

2.3 Interest in material subsidiaries (Continued)

(c) Transactions with non-controlling interests:

(i) Cellnet Group Limited

In March 2016, Cellnet Group Limited bought back and cancelled 2,050,000 shares for \$370,845 and issued 363,666 shares for no consideration. As a result, CVC increased its holding in Cellnet Group Limited by 2%. Immediately prior to the transaction, the carrying amount of the existing non-controlling interests in Cellnet Group Limited was \$5,910,477. CVC recognised a decrease in non-controlling interest of \$390,057 and a decrease in equity attributable to owners of the parent of \$19,212.

In September 2015, Cellnet Group Limited bought back and cancelled 2,074,800 shares for \$375,331. As a result, CVC increased its holding in Cellnet Group Limited by 2%. Immediately prior to the transaction, the carrying amount of the existing noncontrolling interests in Cellnet Group Limited was \$5,853,399. CVC recognised a decrease in non-controlling interest of \$417,554 and a decrease in equity attributable to owners of the parent of \$42,223.

During November and December 2014, CVC acquired an additional 2% of the issued shares of Cellnet Group Limited for \$169,012. Immediately prior to the purchase, the carrying amount of the existing 47% non-controlling interest in Cellnet Group Limited was \$5,073,109. CVC recognised a decrease in non-controlling interest of \$156,808 and a decrease in equity attributable to owners of the parent of \$12,204.

The effect on the equity attributable to the owners of Cellnet Group Limited is summarised as follows:

2016 2015
\$ \$
807,611 156,808
(746,176) (169,012)
─────────
61,435 (12,204)
═════════
─────────
═════════

(ii) Eildon Capital Pty Limited (formerly CVC Private Equity Limited)

In January 2016, 400,000 options were exercised for \$260,000. As a result, CVC decreased its holding in Eildon Capital Pty Limited (formerly CVC Private Equity Limited) by 2%. Immediately prior to the transaction, the carrying amount of the existing noncontrolling interests in Eildon Capital Pty Limited (formerly CVC Private Equity Limited) was \$4,811,382. CVC recognised an increase in non-controlling interest of \$353,062 and a decrease in equity attributable to owners of the parent of \$93,062.

On 22 December 2015, Eildon Capital Pty Limited (formerly CVC Private Equity Limited) bought back and cancelled 3,880,077 shares and 500,000 options for \$4,838,420. As a result, CVC increased its holding in Eildon Capital Pty Limited (formerly CVC Private Equity Limited) by 13%. Immediately prior to the transaction, the carrying amount of the existing non-controlling interests in Eildon Capital Pty Limited (formerly CVC Private Equity Limited) was \$9,292,900. CVC recognised a decrease in noncontrolling interest of \$4,208,130 and a decrease in equity attributable to owners of the parent of \$630,290.

In October 2015, 2,250,000 options were exercised for \$1,462,500. As a result, CVC decreased its holding in Eildon Capital Pty Limited (formerly CVC Private Equity Limited) by 7%. Immediately prior to the transaction, the carrying amount of the existing non-controlling interests in Eildon Capital Pty Limited (formerly CVC Private Equity Limited) was \$7,380,493. CVC recognised an increase in non-controlling interest of \$1,994,948 and a decrease in equity attributable to owners of the parent of \$532,448.

On 4 August 2014, Eildon Capital Pty Limited (formerly CVC Private Equity Limited) bought back and cancelled 608,253 shares for \$552,793. As a result, CVC increased its holding in Eildon Capital Pty Limited (formerly CVC Private Equity Limited) by 2%. Immediately prior to the transaction, the carrying amount of the existing non-controlling interests in Eildon Capital Pty Limited (formerly CVC Private Equity Limited) was \$7,644,532. CVC recognised a decrease in non-controlling interest of \$588,680 and an increase in equity attributable to owners of the parent of \$35,887.

Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
1,860,120
(3,115,920)
─────────
588,680
(552,793)
─────────
(Excess)/discount of consideration paid recognised in the transactions with (1,255,800) 35,887
non-controlling interests reserve within equity ═════════ ═════════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 3: PARENT COMPANY INFORMATION

The salient financial information in relation to the parent company, CVC Limited, are as follows:

i) STATEMENT OF COMPREHENSIVE INCOME

2016 2015
\$ \$
INCOME
Net gain on sale of equity investments - 11,043,135
Interest revenue 4,082,944 5,656,704
Dividend revenue 18,536,833 14,231,316
Recovery of investment in controlled entities - 6,986,840
Recovery of investment in unrelated entities 12,414,820 5,486,487
Recovery of loans to unrelated entities - 48,898
Finance income 289,843 880,967
Fee income 46,923 244,499
Other income 21,552
────────
-
────────
Total income 35,392,915
────────
44,578,846
────────
EXPENSES
Net loss on sale of equity investments 9,647,841 -
Impairment of listed investments 4,530,803 4,718,198
Impairment of unlisted investments - 1,659,545
Impairment of loans to controlled entities 3,492,836 3,133,242
Impairment of loans to other entities - 1,201,608
Management and consultancy fees 7,127,461 7,198,557
Finance costs 5,656,605 16,227,055
Other expenses 959,217
────────
1,429,468
────────
Profit before related income tax expense 3,978,152 9,011,173
Income tax benefit (1,538,631) (4,751,465)
Net profit ────────
5,516,783
────────
13,762,638
Other comprehensive income ──────── ────────
Items that may be reclassified to profit or loss
Investment value increase/(decrease) recognised in other reserves 7,636,629 (1,511,917)
Amounts transferred from other reserves to other comprehensive income on
sale (266,689)
────────
(18,266,628)
────────
Other comprehensive income/(loss) for the year, net of tax 7,369,940
────────
(19,778,545)
────────
Total comprehensive income/(loss) for the year 12,886,723 (6,015,907)
════════ ════════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 3: PARENT COMPANY INFORMATION (CONTINUED)

ii) STATEMENT OF FINANCIAL POSITION

2016 2015
\$ \$
CURRENT ASSETS
Cash and cash equivalents 14,130,360 41,357,894
Loans and other receivables 1,008,111 3,497,338
Financial assets – "at fair value through profit or loss" 2,471,606 2,145,896
Other assets 176,239
─────────
129,065
─────────
17,786,316 47,130,193
Assets classified as held for sale 311,936
─────────
-
─────────
Total current assets 18,098,252
─────────
47,130,193
─────────
NON-CURRENT ASSETS
Loans and other receivables 70,751,207 44,954,589
Financial assets – "available-for-sale" 89,931,356
─────────
74,020,308
─────────
Total non-current assets 160,682,563
─────────
118,974,897
─────────
TOTAL ASSETS 178,780,815
─────────
166,105,090
─────────
CURRENT LIABILITIES
Trade and other payables 817,205 6,511,417
Current tax liabilities 1,589,120
─────────
403,038
─────────
Total current liabilities 2,406,325
─────────
6,914,455
─────────
NON-CURRENT LIABILITIES
Trade and other payables 62,400,891
─────────
48,541,136
─────────
Total non-current liabilities 62,400,891
─────────
48,541,136
─────────
TOTAL LIABILITIES 64,807,216
─────────
55,455,591
─────────
NET ASSETS 113,973,599
═════════
110,649,499
═════════
EQUITY
Contributed equity 103,646,845 103,646,845
Retained earnings (377,494) 3,668,346
Other reserves 10,704,248
─────────
3,334,308
─────────
TOTAL EQUITY 113,973,599
═════════
110,649,499
═════════

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

2016 2015
\$ \$
NOTE 4:
INCOME
Rental income
Unrelated entities 161,533 301,124
Revenue from services
Unrelated entities 788,346 1,703,890
Fee income
Unrelated entities 2,318,356 734,499
Net gain on sales of equity investments - 15,211,432
Interest
Associated entities 2,741,957 11,558
Unrelated entities 9,389,241 7,180,835
Dividends
Related entities 1,214,798 1,601,822
Unrelated entities 3,670,748 688,221
Sale of goods 77,744,070 83,838,260
Change in fair value of investment properties - 700,000
Contract Revenue 32,872,733 -
Finance income 579,687 1,761,934
Impairment recoveries
Recovery of investments in unrelated entities 13,840,567 6,232,638
Recovery of loans in unrelated entities - 448,898
Net realised foreign exchange gain 697,616 1,659,115
Other revenue 552,408
───────
310,525
───────
Total income 146,572,060
════════
122,384,751
════════

NOTE 5: PROFIT BEFORE INCOME TAX EXPENSE

Profit before income tax expense has been arrived at after charging the following items:

Finance costs:
Related entities 661,620 733,502
Other entities
Interest and finance charges paid/payable for financial
liabilities not at fair value through profit or loss 1,646,854
───────
1,091,951
───────
Total finance costs expensed 2,308,474
════════
1,825,453
════════
Other expenses:
Audit fees 348,910 355,622
Directors fees 192,711 464,203
Insurance 344,221 370,263
Legal costs 259,111 275,179
Travel and accommodation 629,263 616,888
All other expenses 5,640,045
───────
6,591,815
───────
Total other expenses 7,414,261
════════
8,673,970
════════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

2016
\$
2015
\$
NOTE 6:
INCOME TAX
6.1
Income Tax Expense:
Profit from continuing operations before income tax expense 16,890,771 21,249,230
Profit from discontinued operation before income tax expense -
───────
(434,102)
───────
Accounting profit before income tax 16,890,771
───────
20,815,128
───────
Income tax expense at the statutory income tax rate of 30% 5,067,231 6,244,538
Increase in income tax expense due to:
Sundry items 82,640 161,930
Trust losses not deductible 380,232 -
Decrease in income tax expense due to:
Dividends received (2,417,439) (1,857,541)
Trust profit not assessable (82,096) (937,202)
Effect of lower tax rate in New Zealand (28%) (1,414) (9,548)
Tax losses previously not recognised utilised (620,626) (286,455)
Tax losses not recognised
Net deferred tax not recognised
1,806,075
(2,572,063)
-
(2,657,749)
───────
1,642,540
───────
657,973
Adjustments in respect of current income tax of previous years (a) 198,048
───────
86,896
───────
Income tax expense 1,840,588
════════
744,869
════════
The major components of income tax expense are:
Current income tax charge 2,759,373 1,175,263
Deferred income tax (1,116,833) (517,290)
Adjustments in respect of current income tax of previous years (a) 198,048
───────
86,896
───────
Income tax expense reported in the statement of financial performance 1,840,588
════════
744,869
════════
Income tax expense is attributable to:
Profit from continuing operations 1,840,588 3,633,677
Profit from discontinued operation -
───────
(2,888,808)
───────
Aggregate income tax expense 1,840,588
════════
744,869
════════

(a) The adjustment in respect of current income tax includes an under/(over) provision on tax liability arising from the 2015 income tax year.

6.2 Current Tax Assets:

Income tax receivable: 258 -
Balance at the end of the year ════════ ════════
6.3
Current Tax Liabilities:
Income tax payable: 2,289,683 689,603
Balance at the end of the year ════════ ════════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 6: INCOME TAX (CONTINUED)

6.4 Deferred Tax Assets:

Deferred income tax at 30 June related to the following deferred tax assets:

Total
\$
756,958
7,585,928
143,716
2,596,578
164,404
79,810
6,479,992
(15,816,929) (1,250) (15,818,179)
────────
1,846,741 142,466 1,989,207
════════
623,016
10,749,960
5,609
2,596,578
221,678
5,608,194
(18,027,588) (3,309) (18,030,897)
────────
1,771,838 2,300 1,774,138
═════════
Included in Income
\$
756,958
7,585,928
-
2,596,578
164,404
79,810
6,479,992
────────
════════
623,016
10,749,960
-
2,596,578
221,678
5,608,194
────────
═════════
Included in Equity
\$
-
-
143,716
-
-
-
-
────────
════════
-
-
5,609
-
-
-
────────
═════════

6.5 Deferred Tax Liabilities

Deferred income tax at 30 June related to the following deferred tax liabilities:

Year ended 30 June 2016
"Available-for-sale" investments 7,704,994 - 7,704,994
Receivables 10,416 - 10,416
Equity accounted income 11,464,940 - 11,464,940
Intangible assets 21,000 - 21,000
Gain on acquisition 405,247 - 405,247
Other 366 - 366
Deferred tax liabilities not recognised (18,552,886)
────────
-
────────
(18,552,886)
────────
1,054,077
═════════
-
═════════
1,054,077
═════════
Year ended 30 June 2015
"Available-for-sale" investments 3,836,986 - 3,836,986
Receivables 1,518,377 - 1,518,377
Equity accounted income 11,576,376 - 11,576,376
Property, plant and equipment 22,881 - 22,881
Intangible assets 21,000 - 21,000
Gain on acquisition 405,247 - 405,247
Deferred tax liabilities not recognised (15,439,348)
────────
-
────────
(15,439,348)
────────
1,941,519 - 1,941,519
═════════ ═════════ ═════════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (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.

NOTE 7: EARNINGS PER SHARE

2016 2015
\$ \$
Basic and diluted earnings per share
From continuing operations attributable to the members of the parent entity 0.1154 0.1342
From discontinued operations attributable to the members of the parent entity -
─────────
0.0191
─────────
Total basic and diluted earnings per share attributable to the members of the parent
entity 0.1154 0.1533
Reconciliation of earnings used in the calculation of earnings per share:
Profit after income tax from continuing operations 15,050,183 17,615,553
Less: non-controlling interest in continuing operations 1,251,789
─────────
1,571,095
─────────
Net profit from continuing operations attributable to members of the parent entity 13,798,394
─────────
16,044,458
─────────
Profit after income tax from discontinued operation - 2,454,706
Less: non-controlling interest in discontinued operation -
─────────
175,759
─────────
Net profit from discontinued operation attributable to members of the parent entity -
─────────
2,278,947
─────────
Net profit attributable to members of the parent entity 13,798,394
════════
18,323,405
════════
Number of Shares
Weighted average number of ordinary shares – Basic and Diluted 119,532,788 119,532,788
Number of shares on issue at the end of the year 119,532,788 119,532,788
════════ ════════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

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 changes in equity:

Cents
Per Share
Total
\$
Date of
Payment
Tax rate for
Franking Credit
Percentage
Franked
2016 Interim dividend on ordinary shares 5.00 5,976,639 8 March 2016 30% 100%
2015 Final dividend on ordinary shares 3.00 3,585,984 11 September 2015 30% 100%
2015 Special dividend on ordinary shares 10.00 11,953,279 27 May 2015 30% 100%
2015 Interim dividend on ordinary shares 2.00 2,390,676 17 March 2015 30% 100%
2014 Final dividend on ordinary shares 3.00 3,585,983 3 September 2014 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 2016 of 5 cents per share was declared on 30 August 2016 to be paid on 15 September 2016 to those shareholders registered on 5 September 2016.

The Company
2016 2015
\$ \$
Dividend franking account
Franking credits available to shareholders for subsequent financial years 12,555,079
════════
12,843,599
════════

The franking account is stated on a tax paid basis. The balance comprises the franking account at year-end adjusted for:

(a) franking credits that will arise from the payment of the amount of the provision for income tax

(b) franking debits that will arise from the refund of overpaid tax instalments paid

(c) franking debits that will arise from the payment of dividends recognised as a liability at year-end

(d) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date

(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

Current
Trade receivables 11,316,274 9,815,080
Allowance for impairment loss (65,841) (104,486)
Amounts due from customers for contract work 4,122,719 -
Other receivables and prepayments 663,569 11,641,623
Loans to associated entities 12,811,326 -
Loans to other corporations 51,847,589 26,372,019
Impairment of loans to other corporations -
───────
(304,879)
───────
80,695,636 47,419,357
═══════ ═══════

Trade and other receivables includes a retention of \$4,122,719 (2015: nil) relating to a construction contract in progress.

Non-current

Loans to associated entities 17,257,809 12,411,823
Loans to other corporations 4,467,686 16,557,873
Impairment of loans to other corporations - (1,201,608)
─────── ───────
21,725,495 27,768,088
═══════ ═══════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 9: LOANS AND OTHER RECEIVABLES (CONTINUED)

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.

2016 2015
\$ \$
Movements in the provision for impairment loss were as follows:
Carrying amount at the beginning of the year 104,486 58,657
Receivables written off during the year as uncollectible (82,647) (20,495)
Provision for impairment recognised during the year 44,002
────────
66,324
────────
Carrying amount at the end of the year 65,841
════════
104,486
════════

The ageing analysis of the trade receivables is as follows:

Total Not past
due
0 – 30
days (PDNI)
31 – 60
days (PDNI)
61 – 90
days (PDNI)
+91
days (PDNI)
+60
days (CI)
\$ \$ \$ \$ \$ \$ \$
Closing balance - 2016 11,316,274 10,134,274 257,000 249,000 110,000 500,000 66,000
Closing balance - 2015 9,815,080 8,584,082 288,000 183,500 108,000 547,498 104,000
═══════ ═══════ ═══════ ═══════ ═══════ ═══════ ═══════

PDNI – Past due not impaired

CI – Considered impaired

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.

2016 2015
\$ \$
Movements in the provision for impairment loss were as follows:
Carrying amount at the beginning of the year 1,506,487 353,777
Charge for the year 753,202 1,201,608
Loan written off during the year as uncollectible (2,259,689) -
Amount recovered - (48,898)
──────── ────────
Carrying amount at the end of the year - 1,506,487
════════ ════════

Further details of loans are set out in notes 33 and 36.

9.3 Construction contract

On the balance sheet, CVC reports the net contract position as an asset. A contract represents an asset where costs incurred plus recognised profits (less recognised losses) exceed progress billings. The net balance sheet position for ongoing construction contract relates to:

The aggregate costs incurred and recognised profits (less recognised

losses) to date 32,872,733 -
Less: Progress billings (28,750,014) -
──────── ────────
Net balance sheet position for ongoing contracts 4,122,719 -
════════ ════════

Measurement of construction contract revenue and expense

CVC uses the 'percentage-of-completion method' to determine the appropriate amount to recognise in a given period. The stage of completion is measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

2016 2015
\$ \$
NOTE 10:
FINANCIAL ASSETS – "AVAILABLE-FOR-SALE"
Non-current
Shares in listed corporations – at market value 58,338,703 41,062,295
Other investments – at cost 8,771,869 7,080,936
Impairment of other investments – at cost (250,000) (683,821)
Public unlisted investments – at market value 1,381,992 1,218,885
Other investments – at market value 1,088,937
───────
-
───────
69,331,501 48,678,295
════════ ════════

Where there has been a reduction in the share price of an investment that appears to be prolonged or significant 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, Buru Energy Limited, Bionomics Limited, Grays Ecommerce Group Limited, Cyclopharm Limited, Heritage Brands Ltd, Lantern Hotel Group, MMA Offshore Limited, Mitchell Services Limited, Primary Opinion Limited, Spicers Limited, 360 Capital Total Return Fund, Universal Biosensors Inc, and Vita Life Sciences Limited. 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 36.5.

CVC holds a 50% interest in Engage Private Equity Pty Limited (AFSL No 397878) as Trustee of the Engage Commercial Road Trust. CVC does not apply equity accounting or consolidation in relation to the investment as it has no influence over the Trustee.

10.2 Other investments – at cost

The carrying value of certain investments classified as "Other investments – at cost" has been determined by using an asset based methodology approach less transaction costs based on the most recent audited financial report. The determination of the fair value has resulted in an impairment allowance of \$250,000 (2015: \$683,821).

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.

10.4 Other investments – at market value

The carrying value of certain investments classified as "Other investments – at market value" of \$1,088,937 (2015: nil) has been determined by using the fair value approach. The most recent capital raising undertaken was considered to an appropriate indication for the fair value of the investment.

NOTE 11: ASSETS CLASSIFIED AS HELD FOR SALE

Non-current assets held for sale
Shares in unlisted corporation 12,916,653 -

════════ ════════

In June 2016, the directors of CVC decided to sell its shareholding in Green's Foods Holdings Pty Limited. The sale is expected to be completed before December 2016. The holding is presented within total assets of the Private Equity and Venture Capital segment in note 31.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

2016
\$
2015
\$
NOTE 12:
FINANCIAL ASSETS – "AT FAIR VALUE THROUGH PROFIT OR LOSS"
Current
Shares in listed corporations – at market value
2,489,914
════════
2,652,580
════════
NOTE 13:
INVENTORIES
Current
Stock on hand 9,455,086 8,347,883
Provision for obsolescence (487,051) (257,200)
Land and development held for resale 5,314,461
───────
6,874,841
───────
Total inventories at the lower of cost and net realisable value 14,282,496
════════
14,965,524
════════
Non-current
Land and development held for resale 10,860,450
════════
10,591,070
════════

Inventories recognised as an expense for the year ended 30 June 2016 totalled \$61,202,205 (2015: \$66,868,583). This expense has been included in the Statement of Financial Performance.

On 19 November 2014 CVC made an announcement to the ASX indicating that based on a directors' valuation the fair value of CVC's investment in the Land and development held for resale at Lot 11 Richards Road, Riverstone New South Wales is \$40 million compared to a carrying value of \$10,860,450.

NOTE 14: OTHER ASSETS

Current
Prepayments and deposits
140,215
════════
238,035
════════
NOTE 15:
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Non-current
Equity accounted interests in joint ventures 3,486,434 -
Equity accounted shares in associated companies 1,876,938
───────
16,269,678
───────
5,363,372 16,269,678

Management have reviewed the recoverable amount of investments to determine whether an impairment is required. The amount of any impairment has been determined after consideration of the recoverable amount 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.

════════ ═══════

- Concise Asset Management Limited

The carrying value of Concise Asset Management Limited has been calculated as \$1,125,489 based on the net asset backing methodology, using the most recent reports provided by the company. Refer note 36.6.

- JAK Investment Group Pty Limited

The carrying value of JAK Investment Group Pty Limited has been calculated as \$352,654 based on the net asset backing methodology, using the most recent reports provided by the trust. Refer note 36.6.

- LAC Unit Trust

The carrying value of LAC Unit Trust has been calculated as \$398,695 based on the net asset backing methodology, using the most recent reports provided by the company. Refer note 36.6.

- MAKE EBRB Dev Nominee Pty Ltd

The carrying value of MAKE EBRB Dev Nominee Pty Ltd has been calculated as \$3,486,434 based on the net asset backing methodology, using the most recent reports provided by the company. Refer note 36.6.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 15: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)

15.1 Details of material interests in investments accounted for using the equity method are as follows:

Ow
h
ip
ne
rs
Int
st
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16
20
20
15
16
20
20
15
16
20
20
15
% % \$ \$ \$ \$
As
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48
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──
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4,
6
19,
3
17
3,
145
0
77
,
══
══
══
══
══
══
══
══
══
══
══
══
  • (a) Turrella Property Unit Trust (formerly Ryedale Road Trust), Mooloolaba Wharf Holding Company Pty Limited, MAKE EBRB Dev Nominee Pty Ltd and MAKE 246 EBRB Pty Ltd are not considered to be controlled entities of CVC as management of each entity is controlled by the holders of the remaining 50%.
  • (b) In June 2016, the directors of CVC decided to sell its shareholding in Green's Foods Holdings Pty Limited. The investment was reclassified to Assets Classified as Held for Sale during the year.
  • (c) JAK Investment Group Pty Ltd was not considered to be a controlled entity of CVC during the 2015 financial year as management of the company was controlled by the holders of the remaining 50%.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 15: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)

15.2 Information on investments accounted for using the equity method:

Associated entities

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Lim
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set
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entities listed above are Australian.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 15: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)

15.3 Reconciliations:

Movements in the carrying amount of the investments accounted for using the equity method are as follows:

int
J
Ve
ntu
o
re
As
so
iat
d e
it
ies
nt
c
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Co
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As
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(a
)
To
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\$ \$ \$ \$ \$
Ye
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20
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)
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)
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(
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78

Notes:

(a) Other entities include JAK Investment Group Pty Ltd, Donnybrook JV Pty Limited, Urban Properties Pty Limited, Turrella Property Unit Trust (formerly Ryedale Road Trust), Londonderry Road Trust, Urban Properties Cairns Pty Limited, Urban Properties Centenary Pty Limited, LAC Unit Trust, LAC JV Pty Ltd, Mooloolaba Wharf Holding Company Pty Limited, MAKE 246 EBRB Pty Ltd and BioPower Systems Pty Limited.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 15: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)

15.4 Summarised financial information for investments accounted for using the equity method

The table below provide summarised financial information for those investments accounted for using the equity method that are material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant investments accounted for using the equity method and not CVC's share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy.

Green's Foods Holdings Pty Concise Asset Management
MAKE EBRB Dev Nominee Pty Ltd Limited Limited
2016 2015 2016 2015 2016 2015
\$ \$ \$ \$ \$ \$
Summarised balance sheet
Current assets 9,647 - - 58,041,130 1,885,995 2,122,323
Current liabilities 121,088
────────
-
────────
-
────────
77,381,000
────────
380,579
────────
723,833
────────
Current net assets (111,441) - - (19,339,870) 1,505,416 1,398,490
Non-current assets 26,627,144 - - 57,303,000 21,885 23,115
Non-current liabilities 19,542,835
────────
-
────────
-
────────
2,128,000
────────
-
────────
-
────────
Non-current net assets 7,084,309
────────
-
────────
-
────────
55,175,000
────────
21,885
────────
23,115
────────
Net assets 6,972,868 - - 35,835,130 1,527,301 1,421,605
Reconciliation to carrying amounts:
Opening net assets 1 July - - - 32,744,330 1,421,605 777,835
Shares issued 8,000,000 - - - - -
(Loss)/profit for the period (1,027,132) - - (2,526,464) 655,696 1,143,770
Movement in option reserve - - - 12,947,000 - -
Dividend paid - - - (6,029,736) (550,000) (500,000)
Return of capital - - - (1,300,000) - -
Closing net assets ────────
6,972,868
────────
────────
-
────────
────────
-
────────
────────
35,835,130
────────
────────
1,527,301
────────
────────
1,421,605
────────
Group's share - percentage 50% - (a) 43.5% 42% 42%
Group's share - dollars 3,486,434 - - 15,588,282 641,466 597,074
Adjusted to market value - - - - 484,022 484,022
Discount on acquisition - - - (927,754) - -
Carrying amount ────────
3,486,434
────────
────────
-
────────
────────
-
────────
────────
14,660,528
────────
────────
1,125,488
────────
────────
1,081,096
────────
Summarised statement of comprehensive income
Revenue 882,206 - 210,552,000 192,384,000 2,811,156 3,356,700
(Loss)/profit for the period
Other comprehensive income
(1,027,132)
-
-
-
3,991,999
-
(2,526,464)
-
655,696
-
1,143,770
-
Total comprehensive income ────────
(1,027,132)
────────
────────
-
────────
────────
3,991,999
────────
────────
(2,526,464)
────────
────────
655,696
────────
───────
1,143,770
───────
Dividends received - - 3,480,788 2,623,529 231,000 210,064
──────── ──────── ──────── ──────── ──────── ───────

(a) In June 2016, the directors of CVC decided to sell its holding in Green's Foods Holdings Pty Limited. The investment was reclassified to Assets Classified as Held for Sale during the year.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 15: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)

15.5 Individually immaterial investments accounted for using the equity method

In addition to the interests in investments accounted for using the equity method disclosed above, the group also has interests in a number of individually immaterial investments that are accounted for using the equity method.

2016 2015
\$ \$
Aggregate carrying amount of individually immaterial
investments accounted for using the equity method
Aggregate amounts of CVC's share of:
751,449 528,054
Profit for the period 1,106,334
───────
630,908
───────
Total comprehensive income 1,106,334
═══════
630,908
═══════
NOTE 16:
PROPERTY, PLANT AND EQUIPMENT
16.1 Total property, plant and equipment 581,157
═══════
970,878
═══════
Comprises:
Plant and equipment
At cost (a) 1,390,721 1,550,844
Accumulated depreciation (896,546)
───────
(849,683)
───────
494,175
═══════
701,161
═══════

(a) The carrying amount of specific items of plant and equipment were impaired by \$389,091 which has been included in the 2015 statement of financial performance, which was based an independent expert's report as at 24 April 2015.

Leasehold improvements

At cost 319,954 319,954
Accumulated depreciation (259,972)
───────
(77,237)
───────
59,982
═══════
242,717
═══════
Properties
At cost (a) 27,000
═══════
27,000
═══════

(a) The carrying value of land was determined with reference to rating values as at 31 December 2014 resulting in an impairment charge of \$67,959 included in the 2015 statement of financial performance. The valuation was supported by an independent expert report as at 24 April 2015.

16.2 Reconciliation

Plant and equipment
Carrying amount at the beginning of the year 701,161 1,303,516
Additions 143,088 190,552
Depreciation (300,089) (403,816)
Impairment (49,985)
───────
(389,091)
───────
Carrying amount at the end of the year 494,175
═══════
701,161
═══════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

2016 2015
\$ \$
NOTE 16:
PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
16.2 Reconciliation (continued)
Leasehold improvements
Carrying amount at the beginning of the year 242,717 308,920
Depreciation (182,735)
───────
(66,203)
───────
Carrying amount at the end of the year 59,982
═══════
242,717
═══════
Properties
Carrying amount at the beginning of the year 27,000 94,959
Impairment - (67,959)
─────── ───────
Carrying amount at the end of the year 27,000
═══════
27,000
═══════
NOTE 17:
INVESTMENT PROPERTIES
Investment properties (note 34)
Current - 10,094,592
Non-current 13,159,852
───────
6,502,477
───────
13,159,852 16,597,069
Comprises: ═══════ ═══════
Leased properties 2,000,000 2,700,000
Development properties 11,159,852 13,897,069
───────
13,159,852
───────
16,597,069
═══════ ═══════
Reconciliation:
Investment properties at the beginning of the year 16,597,069 41,733,439
Additions – acquisition of properties 5,350,000 -
Additions – capital expenditure 1,307,375 2,418,495
Reclassification to construction contract (1,894,592) -
Carrying value of investment property sold (8,200,000) -
Disposal of properties arising from disposal of controlled
entity
- (28,250,000)
Fair value adjustment - 695,135
Carrying amount at the end of the year ───────
13,159,852
───────
16,597,069
Amounts recognised in comprehensive income ═══════ ═══════
Rental income
From continuing operations 161,533 301,124
From discontinued operation - 2,674,932
Direct operating expenses from property that generated rental
income
From continuing operations 29,927 -
From discontinued operation - 442,731
Fair value profit/(loss) recognised in other income
From continuing operations - 700,000
From discontinued operation - (4,865)

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 17: INVESTMENT PROPERTIES (CONTINUED)

17.1 Leased properties

2016
\$
2015
\$
96 Fairfield Street Fairfield
423 – 479 Pumicestone Road, Caboolture
-
2,000,000
───────
2,700,000
-
───────
2,000,000
═══════
2,700,000
═══════

(a) CVC sold the property at 96 Fairfield Street Fairfield for a price of \$2.7 million on 19 September 2015.

Weighted average
2016 2015
Capitalisation rate 6.66% 10.55%
Lease expiry 2.33 years 1.75 years
Occupancy 100% 100%
2016 2015
\$ \$
17.2
Others
Current
Investment properties -
═══════
7,394,592
═══════
Non-current
Investment properties 9,809,852
═══════
6,502,477
═══════
The fair value has been determined by Directors as an estimate based on costs incurred to 30 June 2016.
NOTE 18:
INTANGIBLE ASSETS
Intangible assets 52,435 26,816
Reconciliations: ═══════ ═══════
-
26,816
-
───────
26,816
═══════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

2016 2015
\$ \$
NOTE 19:
TRADE AND OTHER PAYABLES
Current
Trade and other payables 6,053,586 8,231,225
Sundry creditors and accruals 6,443,840
───────
8,214,227
───────
12,497,426
═══════
16,445,452
═══════
NOTE 20:
PROVISIONS
Current
Employee entitlements 1,184,514
═══════
1,055,386
═══════
Non-Current
Employee entitlements 121,006
═══════
216,810
═══════
NOTE 21:
INTEREST BEARING LOANS AND BORROWINGS
Current
Secured loan 2,405,000 473,385
Trade finance facility 762,951
───────
554,508
───────
3,167,951
═══════
1,027,893
═══════
Non-Current
Secured loans 11,465,241 10,374,594
Unsecured loan from associated entity 10,105,812
───────
10,059,220
───────
21,571,053 20,433,814
═══════ ═══════

21.1 Secured Loans

The secured loans are from various institutions and are secured by first ranking mortgages over the applicable properties.

Facility Amount
\$
Security
423 – 479 Pumicestone Road, Caboolture 2,405,000
Lot 11 Richards Road, Riverstone New South Wales 11,465,241

The carrying value of the security provided includes \$10,860,450 (2015: \$16,015,911) of properties classified as inventories (note 13).

21.2 Trade finance facility

The trade finance facility is secured by way of a fixed and floating charge over the operations of Cellnet Group Limited.

21.3 Unsecured loan from associated entity

This loan is an unsecured loan from Winten (No. 20) Pty Limited at an interest rate of 6.5% per annum repayable by 19 July 2019.

NOTE 22: DERIVATIVE FINANCIAL INSTRUMENTS

2016 2015
\$ \$
Current asset
Forward foreign exchange contracts 143,000 261,000
═══════ ═══════

Changes in the fair value of forward exchange contracts that economically hedge monetary assets and liabilities in foreign currencies are recognised in net income. Both the changes in fair value of the forward contracts and the foreign exchange gains and losses relating to the monetary items are recognised in net realised foreign exchange gain/(loss) in the Statement of Financial Performance.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 23: CONTRIBUTED EQUITY

The Company
2016 2015
Number \$ Number \$
Issued and paid-up ordinary share capital
Balance at the beginning and end of the year 119,532,788 103,646,848 119,532,788 103,646,848
═══════ ═══════ ═══════ ═══════

On 23 November 2015 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 no shares had been bought back under this scheme.

2016 2015
\$ \$
NOTE 24: RETAINED EARNINGS
Retained earnings at the beginning of the year 68,530,868 68,137,401
Net profit attributable to members of the parent company 13,798,394 18,323,405
Dividends (9,562,623)
───────
(17,929,938)
───────
Retained earnings at the end of the year 72,766,639
═══════
68,530,868
═══════
NOTE 25: NON-CONTROLLING INTEREST
Reconciliation of non-controlling interest in controlled entities:
Balance at the beginning of the year 15,145,337 17,825,232
Share of net profit 1,251,789 1,746,854
Acquisition of interests in controlled entities (4,461,055) (722,412)
Disposal of shares by non-controlling interest in controlled entities 1,750,727 (1,383,779)
Return of capital (500,000) (801,304)
Dividends paid (1,195,336) (1,263,336)
Share based payment 293,369 106,226
Revaluation of investments 26,395
───────
(362,144)
───────
Balance at the end of the year 12,311,226
═══════
15,145,337
═══════
The non-controlling interest at the end of the year comprises interests in:
Share capital 19,679,146 23,537,579
Other reserves 663,408 343,644
Accumulated losses (8,031,328)
───────
(8,735,886)
───────
12,311,226 15,145,337
═══════ ═══════

Please refer to note 2.3 for more information.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 26: OTHER RESERVES

Employee Foreign
Asset Equity Exchange
Revaluation Benefit Translation
Reserve Reserve Reserve Total
\$ \$ \$ \$
Year ended 30 June 2016
Reserves at the beginning of the year 7,585,634 5,981,880 (31,783) 13,535,731
Share based payments - (614,657) - (614,657)
Net unrealised gain on investments through
reserves 15,262,763 - 374,537 15,637,300
Net unrealised gain on "available-for-sale"
investments – non-controlling interest (2,190) - (18,897) (21,087)
Acquisition of non-controlling interest (525,780) - - (525,780)
Disposal of non-controlling interest (625,510) - - (625,510)
Realised profit on "available-for-sale" investments
transferred to profit and loss (2,586,421) - - (2,586,421)
Realised profit on "available-for-sale" investments
transferred to profit and loss – non-controlling
interest (5,308)
───────
-
───────
-
───────
(5,308)
───────
Reserves at the end of the year 19,103,188
═══════
5,367,223
═══════
323,857
═══════
24,794,268
═══════
Year ended 30 June 2015
Reserves at the beginning of the year 23,006,152 235,388 112,140 23,353,680
Equity accounted share of reserves - 5,631,945 - 5,631,945
Share based payments - 147,255 - 147,255
Net unrealised gain/(loss) on investments through
reserves 383,423 - (96,295) 287,128
Net unrealised gain on "available-for-sale"
investments – non-controlling interest 189,604 - 82,108 271,712
Acquisition of non-controlling interest (136,980) - - (136,980)
Disposal of non-controlling interest 697,834 - - 697,834
Realised profit on "available-for-sale" investments
transferred to profit and loss (16,644,793) (32,708) (129,774) (16,807,275)
Realised profit on "available-for-sale" investments
transferred to profit and loss – non-controlling
interest 90,394
───────
-
───────
38
───────
90,432
───────
Reserves at the end of the year 7,585,634 5,981,880 (31,783) 13,535,731
═══════ ═══════ ═══════ ═══════

26.1 Asset Revaluation Reserve

The asset revaluation reserve includes the movement in the fair value of investments to the extent that they offset one another and CVC's share of the unrealised change in value arising from the acquisition and disposal of a non-controlling interest in a controlled entity by CVC.

26.2 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.

26.3 Foreign Exchange Translation Reserve

The foreign exchange translation reserve includes exchange differences arising on translation of foreign entities where their functional currency is different to the presentation currency of CVC.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 27: NOTES TO STATEMENT OF CASH FLOWS

27.1 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:

2016 2015
\$ \$
Cash on deposit 20,371,525 52,850,183
Funds held by bank (note 30) 1,301,525
───────
1,606,550
───────
Cash and cash equivalents 21,673,050
═══════
54,456,733
═══════

27.2 Reconciliation of Profit after Income Tax to Cash provided by Operating Activities

Net profit 15,050,183 20,070,259
Add/(less) non-cash items:
Share of equity accounted profits (2,605,074) (22,059)
Depreciation of property, plant and equipment 482,824 470,019
Amortisation of intangibles 18,519 -
Bad debt 43,086 -
Change in fair value of investment properties - (695,135)
Impairment of property, plant and equipment 49,985 457,050
Impairment expenses on financial instruments 5,993,843 8,791,054
Impairment recoveries on financial instruments (13,840,567) (6,681,536)
Loss/(profit) on disposal of investments 10,764,969 (12,857,222)
Net foreign currency differences (697,616) (1,659,115)
Non-cash employee benefits expense-share based payments (321,288) 253,481
Interest income not received (3,246,105) (1,366,589)
Interest expense not paid 661,620 733,502
Dividend income 1,180,855 3,090,296
Movement in current tax liabilities 1,599,822 (386,568)
Movement in deferred tax assets and liabilities (1,068,119) (472,610)
Changes in operating assets and liabilities:
Inventories 420,734 8,640,018
Financial assets at fair value through profit or loss (104,085) (309,894)
Trade and other receivables 7,181,180 4,505,374
Trade and other payables 3,133,387 (3,054,062)
Provisions 33,325 72,772
Other assets 97,821
───────
8,931
───────
Net cash provided by operating activities 24,829,299
═══════
19,587,966
═══════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 27: NOTES TO THE CASH FLOW STATEMENTS (CONTINUED)

2016 2015
\$ \$
27.3 Financing Facilities
At 30 June 2016, CVC had access to the following specific lines of credit.
Total facilities available:
Secured bank loan 22,772,510
═══════
22,408,025
═══════
Total facilities used:
Secured bank loan 13,167,951 11,027,893
═══════ ═══════

NOTE 28: DISCONTINUED OPERATION

28.1 Description

On 22 April 2015 CVC sold 52% of its holding in CVC Property Fund for a consideration of \$5 million. The balance of the unitholding in CVC Property Fund was exchanged for units in 360 Capital Total Return Fund (ASX: TOT) in a scrip-for-scrip rollover. In addition, CVC received 690,240,449 A Class units from CVC Property Fund which entitled unitholders to any amount (net of costs and adjustments) in excess of the independent valuation of \$26 million arising from the sale of the properties at 357 – 373 Warringah Road and 8 Rodborough Road Frenchs Forest under the contract for sale as at 22 April 2015.

28.2 Financial performance and cash flow information

The financial performance and cash flow information presented are for the period from 1 July 2014 to 22 April 2015.

2015
\$
Revenue 3,172,794
Expenses (1,252,686)
───────
Profit before income tax 1,920,108
Income tax benefit -
───────
Profit after income tax of discontinued operation 1,920,108
Loss on sale of the subsidiary before income tax (2,354,210)
Income tax benefit 2,888,808
───────
Gain on sale of the subsidiary after income tax 534,598
───────
Profit from discontinued operation 2,454,706
═══════
Attributable to
Shareholders 2,278,947
Non-controlling interest 175,759
───────
2,454,706
═══════
Net cash inflow from operating activities 1,956,348
Net cash inflow from investing activities (includes a net inflow
of \$5,000,000 (2015) and \$4,086,703 (2014) from the sale of the
subsidiary) 4,693,444
Net cash outflow from financing activities (1,942,540)
Net increase in cash generated by the subsidiary ───────
4,707,252
═══════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 28: DISCONTINUED OPERATION (CONTINUED)

28.3 Details of the sale of the subsidiary

2015
\$
Carrying value of assets and liabilities as at the date of sale
Cash and other assets 453,168
Investment properties 28,250,000
─────────
Total assets 28,703,168
Trade creditors (566,425)
Interest bearing loans and borrowings (14,446,000)
─────────
Total liabilities (15,012,425)
─────────
Investment revaluation reserve 697,835
Non-controlling interest (1,383,779)
─────────
Net assets sold 13,004,799
═════════
Consideration 10,650,589
Carrying amount of net assets sold (13,004,799)
─────────
Loss on sale before income tax (2,354,210)
Income tax benefit 2,888,808
─────────
Gain on sale after income tax 534,598
═════════

NOTE 29: AUDITORS' REMUNERATION

2016
\$
2015
\$
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 217,787
════════
233,450
════════
Amounts received or due and receivable by non HLB Mann Judd audit firms for:
Audit or review of the financial report 131,123
════════
135,672
════════

The Auditors received no other benefits.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

2016 2015
\$ \$
NOTE 30:
COMMITMENTS AND CONTINGENCIES
30.1
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 100,309 190,698
- later than one year but not later than five years 4,770
───────
556,139
───────
105,079
═══════
746,837
═══════
Commitments – Cellnet Group Limited
Future operating lease commitments not provided for in the
financial statements and payable:
- within one year 390,000 578,000
- later than one year but not later than five years 339,000
───────
135,000
───────
729,000 713,000
═══════ ═══════

30.2 Operating leases - leases as lessor

Some of the investment properties are leased to tenants under long-term operating leases with rentals payable monthly. Remaining lease terms for all properties are on average 2.33 years (2015: 1.75 years), excluding options for lease extensions upon completion of the lease term.

The future minimum lease payments under non-cancellable leases are as follows:

Less than one year
Between one and five years
135,894
187,085
───────
284,760
213,570
───────
322,979
═══════
498,330
═══════

30.3 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.

CVC Limited and its 100% subsidiaries 1,264,525 1,256,550
Bank guarantee (a) 5,497,800 -
Guarantee (b) ═══════ ═══════
Commitments – Cellnet Group Limited 37,000 350,000
Bank guarantee ═══════ ═══════

(a) The bank guarantee provided by CVC is secured by a fixed and floating charge.

(b) The guarantee provided by CVC to National Australia Bank Limited is used as security for a loan facility in relation to 960- 1000 Donnybrook Victoria.

30.4 Capital Commitments

Significant capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

Investment property

Less than one year - 19,423,913

═══════ ═══════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

2016
\$
2015
\$
NOTE 30:
COMMITMENTS AND CONTINGENCIES (CONTINUED)
30.5
Options
Exposure on open written option positions.
Puts
Later than 2 months but not more than 6 months
390,300 1,320,600
Covered Calls ═══════ ═══════
Later than 2 months but not more than 6 months 690,000
═══════
390,600
═══════
30.6
Loans and other investments
Amounts available to be drawn by borrowers under existing loan facility agreements
Related entities 5,013,969 195,545
Unrelated entities 13,842,453
───────
5,834,528
───────
18,856,422
═══════
6,030,073
═══════

NOTE 31: SEGMENT INFORMATION

31.1 Primary Segments - Business Segments

Information for each business segment is shown in the following tables, in round thousands, as permitted under ASIC class order "ASIC Corporations (Rounding in Financial/Directors Reports) Instrument 2016/191".

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.

31.2 Secondary Segments - Geographical Segments

CVC operates predominantly in Australia.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 31: SEGMENT INFORMATION (CONTINUED)

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(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 31: SEGMENT INFORMATION (CONTINUED)

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(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 32: RELATED PARTY INFORMATION

32.1 Key management personnel compensation

2016 2015
\$ \$
Short-term employee benefits 1,354,683 1,646,550
Post-employment benefits 103,793 128,682
Other 41,476 67,155
Share-based payments -
──────────
37,140
──────────
Total 1,499,952 1,879,527
════════ ════════

Details of key management personnel remuneration, superannuation and retirement payments are set out in the Remuneration Report section of the Directors' Report.

The following key management personnel have made a co-investment in the Marsden Park Development Trust, the landowner of the property project in Marsden Park North, New South Wales and have contractual rights to receive distributions and capital returns received by CVC from the project. Refer note 32.4.

Key Management Personnel Entitlement
ADH Beard 0.5%
JA Hunter 0.5%

The following key management personnel have made a co-investment in the Donnybrook JV Pty Limited, the landowner of the property project in Donnybrook, Victoria and have contractual rights to receive distributions and capital returns received by CVC from the project. Refer note 32.4.

Key Management Personnel Entitlement
ADH Beard 1.0%
JA Hunter 0.8%

Apart from the details disclosed in this financial report, no other Director has entered into a contract with the Company or CVC since the end of the previous financial year and there were no contracts involving Directors' interests existing at year-end.

32.2 Share-based payments

(a) Eildon Capital Limited (formerly CVC Private Equity Limited) Option Plan

The establishment of the Eildon Capital Limited (formerly CVC Private Equity Limited) Option Plan ("ECOP") was approved by a resolution of shareholders on 26 November 2012. Options are granted under the ECOP for no consideration for a term of 3 years. The exercise price which is payable in cash and life of the options will be the amount specified by Directors at the time of issue. An option not exercised at the end of the term will lapse. The maximum number of options available to be issued under the ECOP is 3,700,000.

Options granted under the plan carry no dividend or voting rights. When exercised, each option is convertible into one ordinary share of Eildon Capital Limited. Amounts received on the exercise of options are recognised as a non-controlling interest in CVC.

The following is a summary of options granted under the plan.

Grant Date Exercise
Date
Exercise
Price
(cents)
Balance at
start of year
Granted
during the
year
Exercised
during the
year
Buy-back
during the
year
Lapsed
during the
year
Balance at
end of
year
Vested
Year ended 30 June 2016
16 Jan 2013 15 Jan 2016 65.0 3,150,000
══════════════
-
═════════════
(2,650,000)
═════════════
(500,000)
═════════════
-
═════════════
-
═════════════
-
═════════════
Year ended 30 June 2015
16 Jan 2013 15 Jan 2016 65.0 3,150,000
══════════════
-
═════════════
-
═════════════
-
═════════════
-
═════════════
3,150,000
═════════════
3,150,000
═════════════

The assessed fair value per option at grant date is allocated equally over the period from grant date to vesting date.

Options issued to key management personnel were as follows:

Exercise
Price
(cents)
Balance at
start of year
Granted
during the
year
Exercised
during the
year
Buy-back
during the
year
Lapsed
during the
year
Balance at
end of
year
ADH Beard 65.0 1,200,000 - (1,200,000) - - -
EG Kaplan (a) 65.0 1,200,000 - (1,200,000) - - -
JA Hunter 65.0 250,000 - - (250,000) - -

(a) Elliott Kaplan ceased to be considered to be a member of the key management personnel on 23 November 2015 when he retired as Managing Director of Eildon Capital Limited (formerly CVC Private Equity Limited).

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 32: RELATED PARTY INFORMATION (CONTINUED)

32.2 Share-based payments (continued)

(a) Eildon Capital Limited (formerly CVC Private Equity Limited) Option Plan (continued)

All the above options were either exercised or bought back during the year. The fair value per option has been determined by using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the share price and expected volatility of the underlying share and the risk-free interest rate for the term of the option. The theoretical value of the options are calculated as being 0.6 cents per option. Further terms and conditions include:

Price of the underlying shares - 62.66 cents; Implied volatility - 5.28%; The exercise price is adjusted for corporate actions; and Risk-free interest rate for the life of the options – 3.25%.

(b) Cellnet Group Limited Option Plan

(i) Executive Share Option Plan

On 18 December 2007, the shareholders of Cellnet Group Limited ("Cellnet") approved an Executive share option plan that entitles Executives of Cellnet to purchase shares in the company.

Under the plan the board of Cellnet has the discretion to issue options to Executives as long as the issue does not result in the Executive owning or controlling the exercise or voting power attached to 5% or more of all shares then on issue. Each option is convertible to one ordinary share of Cellnet. The exercise price of the options is determined by the Board.

Upon the exercise of an option, each share issued will rank equally with other shares of Cellnet. Amounts received on the exercise of options are recognised as a non-controlling interest in CVC.

The options were issued to directors and key management personnel of its own company. All the options lapsed during the 2015 financial year. Cellnet has not issued options to key management personnel of CVC. No options were issued during the current year.

The following is a summary of options granted under the plan.

Grant Date Exercise
Date
Exercise
Price
(cents)
Balance at
start of
the year
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Balance at
end of the
year
Vested Value of
options
lapsed (a)
Year ended 30 June 2015 \$
21 Oct 2011 21 Oct 2013 36.0 1,200,000 - - (1,200,000) - - 24,000
════════════ ═════════════ ═════════════ ═════════════ ═════════════ ═════════════ ═════════════

(a) Represents officers of Cellnet that are not key management personnel of CVC.

Vesting and exercise of options requires the employee remains employed by Cellnet. The option holder has 12 months from the date of vesting to exercise options.

The fair value per option has been determined by using the Trinomial Lattice option pricing model that takes into account the exercise price, the term of the option, the share price and expected volatility of the underlying share and the risk-free interest rate for the term of the option. Further terms and conditions include:

Price of the underlying shares – 36.0 cents;

Implied volatility - 65%;

The exercise price is adjusted for corporate actions; and Risk-free interest rate for the life of the options – 3.9%.

(ii) Performance Rights Plan

On 24 October 2014 at Cellnet's Annual General Meeting, shareholders approved a Performance Rights Plan. Under this plan, performance rights are issued to key management personnel of Cellnet. The rights deliver ordinary shares to key management personnel (at no cost to the executive) where the performance hurdle in relation to those performance rights is met. Following the exercise of a right, the Company must, within such time as the Board determines issue or allocate to or acquire on market for the person exercising the right, the number of shares in respect of which the right has been exercised, credited as fully paid.

The fair value of the performance rights granted were determined by management of Cellnet using either a binomial pricing model (profit before tax ("PBT") hurdle) or trinomial lattice pricing model incorporating a Monte-Carlo simulation (total shareholder return ("TSR") hurdle) depending on the nature of the associated vesting conditions. Further terms and conditions include:

Grant date – 3 February 2015; Rights granted – 3,300,000; Expected volatility - 50%; and Risk-free interest rate for the life of the options – 1.80%.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 32: RELATED PARTY INFORMATION (CONTINUED)

32.2 Share-based payments (continued)

(b) Cellnet Group Limited Option Plan (continued)

(ii) Performance Rights Plan

The following table illustrates movements in the number of performance rights on issue during the year.

Vesting Vesting Exercise
Price
Balance at
start of
Granted
during the
Exercised
during the
Lapsed
during the
Balance at
end of the
Value per
Tranche Conditions Date (cents) the year year year year year Vested right
Year ended 30 June 2016 \$
Tranche 1 PBT 30 Jun 2015 - 366,666 - (366,666) - - - 0.28
Tranche 2 PBT 30 Jun 2016 - 366,667 - - (33,333) 333,334 333,334 0.28
Tranche 3 PBT 30 Jun 2017 - 366,667 - - (33,334) 333,333 333,333 0.28
Tranche 4 TSR 30 Jun 2017 - 2,200,000
════════════
-
═════════════
-
═════════════
(200,000)
═════════════
2,000,000
═════════════
2,000,000
═════════════
0.13
═════════════
Year ended 30 June 2015
Tranche 1 PBT 30 Jun 2015 - - 366,666 - - 366,666 366,666 0.28
Tranche 2 PBT 30 Jun 2016 - - 366,667 - - 366,667 366,667 0.28
Tranche 3 PBT 30 Jun 2017 - - 366,667 - - 366,667 366,667 0.28
Tranche 4 TSR 30 Jun 2017 - -
════════════
2,200,000
═════════════
-
═════════════
-
═════════════
2,200,000
═════════════
2,200,000
═════════════
0.13
═════════════

Cellnet has not issued rights to key management personnel of CVC.

(iii) Non-executive Director Options

On 24 October 2014, Cellnet issued options to key management personnel of CVC. There are no vesting conditions attached to the options. Options are exercisable at any time during the period from the date of its issue until 31 October 2017.

The following is a summary of options granted under the plan.

Key
Management
Personnel
Grant Date Exercise
Date
Exercise
Price
(cents)
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Lapsed
during
the year
Other
changes
Balance at
end of the
year
Vested Value of
options
granted
Year ended 30 June 2016 \$
ADH Beard 24 Oct 2014 31 Oct 2017 25.0 1,200,000 - - - - 1,200,000 1,200,000 37,140
EG Kaplan (a) 24 Oct 2014 31 Oct 2017 25.0 1,200,000
───────
-
───────
-
───────
-
───────
(1,200,000)
────────
-
───────
-
────────
-
───────
2,400,000
───────
-
───────
-
───────
-
───────
(1,200,000)
────────
1,200,000
───────
1,200,000
────────
37,140
───────
Year ended 30 June 2015
ADH Beard 24 Oct 2014 31 Oct 2017 25.0 - 1,200,000 - - - 1,200,000 1,200,000 37,140
EG Kaplan (a) 24 Oct 2014 31 Oct 2017 25.0 -
───────
1,200,000
───────
-
───────
-
───────
-
────────
1,200,000
───────
1,200,000
────────
37,140
───────
-
───────
2,400,000
───────
-
───────
-
───────
-
────────
2,400,000
───────
2,400,000
────────
74,280
───────

(a) Elliott Kaplan ceased to be considered to be a member of the key management personnel on 23 November 2015 when he retired as Managing Director of Eildon Capital Limited (formerly CVC Private Equity Limited).

The fair value per option has been determined by using the Binomial option pricing model that takes into account the exercise price, the term of the option, the share price and expected volatility of the underlying share and the risk-free interest rate for the term of the option. The theoretical value of the options are calculated as being 3.1 cents per option. Further terms and conditions include:

Price of the underlying shares – 25.0 cents; Implied volatility - 50%; Risk-free interest rate for the life of the options – 2.49%; and Value of options at grant date – 3.1 cents

No expense (2015: \$74,280) was recognised in respect of the above options during the year ended 30 June 2016.

32.3 Loans to Key Management Personnel

There were no loans to key management personnel during or at the end of the financial year.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 32: RELATED PARTY INFORMATION (CONTINUED)

32.4 Loans with Related Parties

The following represent loans to and from related parties with CVC and its controlled entities during the financial year.

2016 2015 Interest Rate
\$ \$ %
Loans Receivable
Londonderry Road Trust - 2,704,455 0%
Donnybrook JV Pty Limited 8,205,517 9,707,367 0%
Mooloolaba Wharf Holding Company Pty Limited 1,047,763 - 0%
MAKE EBRB Dev Nominee Pty Ltd 7,667,835 - 15%
Turrella Property Unit Trust 336,694 - 20%
Urban Properties Cairns Pty Limited 3,784,656 - 17.5%
Urban Properties Centenary Pty Limited 9,026,670 - 17.5%
Loans Payable
Winten (No. 20) Pty Limited 10,105,812 10,059,220 6.5%
Co-investment in Marsden Park and Donnybrook Projects (refer note 32.1)
Alexander Beard and Pascale Beard as trustees for the AD &
MP Superannuation Fund 121,682 106,901 0%
Virtual Sales Pty Limited(a) 101,119 51,031 0%
Elliott Kaplan and Brenda Kaplan as trustees for the Kaplan
Family Superannuation Fund(b) - 117,689 0%
Wenola Pty Limited as trustee for Wenola Pty Limited Pension
Fund(c) - 200,000 0%

(a) Private company associated with Mr Hunter.

(b) Mr. Kaplan ceased to be considered to be a member of the key management personnel on 23 November 2015 when he retired as Managing Director of Eildon Capital Limited (formerly CVC Private Equity Limited).

(c) Private company associated with Mr. Leaver. Mr. Leaver resigned as Executive Officer effective 31 March 2015.

32.5 Other Transactions

The following represent income and expenditure generated from transactions with related parties with CVC and its controlled entities during the financial year.

2016 2015
Paid Received Paid Received
\$ \$ \$ \$
Management and consulting fees
Villa World Limited - - - 13,140
Urban Properties Pty Limited - 36,000 - 240,000
Interest income
Concise Asset Management Limited - - - 11,558
MAKE EBRB Dev Nominee Pty Ltd - 607,835 - -
Turrella Property Unit Trust - 9,458 - -
Urban Properties Cairns Pty Limited - 1,124,024 - -
Urban Properties Centenary Pty Limited - 1,000,640 - -
Dividend and distribution income
Vita Life Sciences Limited - - - 41,016
Villa World Limited - - - 1,366,839
Concise Mid Cap Fund - 32,577 - 19,383
Ron Finemore Transport Pty Limited - 634,746 - 106,812
Nepean Highway Unit Trust - 1,214,798 - 139,760
Marsden Park distribution (refer note 32.1)
Alexander Beard and Pascale Beard as trustees for the AD & 30,042 -
MP Superannuation Fund - -
Virtual Sales Pty Limited(c) 30,042 - - -
Other amounts
Melbourne Corporation of Australia Pty Limited - Secretarial
(a) - - 44,100 43,086
Winten (No. 20) Pty Limited - Borrowing costs (b) 661,520 - 733,502 -

(a) Private company associated with Mr Gould.

(b) The dividend received from Winten (No. 20) Pty Limited was offset against the unsecured loan from associated entity (refer note 21).

(c) Private company associated with Mr Hunter.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 33: 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.

CVC 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.

33.1 Interest Rate Risk

CVC's exposure to interest rate risks of financial assets and liabilities both recognised and unrecognised at the reporting date are as follows:

F
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d
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fin
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22 - - - 143
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(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 33: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)

33.1 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

As CVC expects interest rates to decrease by 50 basis points during the 2017 financial year (2016: stay the same), at reporting date the impact for the 2016 financial year on CVC, with all other variables held constant, would be:

Decrease of 50 bp
\$
2016
Net loss 87,615
Equity decrease 87,615

33.2 Price Risk

Equity Securities 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%
\$
2016
Net profit/(loss) 187,778 (187,778)
Equity increase/(decrease) 6,783,837 (6,783,837)
2015
Net profit/(loss) 191,026 (191,026)
Equity increase/(decrease) 4,802,809 (4,802,809)

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 33: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)

33.3 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. There is an insurance policy in place to limit loss on certain trade receivables and as such there is no risk of recovery in relation to trade debtors.

33.4 Liquidity Risk

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
\$ \$ \$ \$ \$
2016
Trade and other payables 12,497,426 - - - 12,497,426
Interest bearing liabilities 3,167,951 - 21,571,053 - 24,739,004
2015
Trade and other payables 16,445,452 - - - 16,445,452
Interest bearing liabilities 1,027,893 - 20,433,814 - 21,461,707

33.5 Currency Risk

Currency risk is measured using sensitivity analysis. A portion of CVC investments are in companies listed on foreign exchanges and sales and purchases are made in foreign currencies. CVC is exposed to a decline in the values of those currencies relative to the Australian dollar.

CVC enters into forward foreign exchange contracts to hedge certain anticipated purchase commitments denominated in foreign currencies (principally United States dollar). The term of these commitments are no more than 45 days.

CVC has a subsidiary in New Zealand and all transactions for the subsidiary are denominated in New Zealand dollars. There is currently no hedge in place to mitigate the foreign currency risk.

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 33: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)

33.5 Currency Risk (Continued)

Entering into forward foreign currency contracts for sales and purchases minimises the risk of sharp fluctuations in foreign exchange rates and allows for better cash flow management in relation to paying international suppliers. At balance date CVC had the following exposure to the United States dollar and New Zealand dollar that is not designated as cashflow hedges:

2016 2015
\$ \$
Financial assets
Loans and other receivables 3,264,486 3,129,382
Financial assets – "available-for-sale" 3,931,633 2,883,286
Trade and other receivables 239,000
───────
295,000
───────
7,435,119
───────
6,307,668
───────
Financial liabilities
Trade and other payables 2,131,000 1,809,000
Forward foreign currency contracts (a) 13,710,000
───────
13,059,000
───────
15,841,000
───────
14,868,000
───────

(a) Denotes the amount of USD to be exchanged at forward exchange rate.

Foreign currency sensitivity

CVC is exposed to the US dollar (USD) and New Zealand dollar (NZD). 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%
\$ \$
USD
2016
Net profit/(loss) (1,014,980) 1,567,369
Equity increase/(decrease) (1,281,848) 1,241,197
2015
Net profit/(loss) (955,000) 1,167,000
Equity increase/(decrease) (1,198,625) 1,464,763
NZD
2016
Net profit/(loss) - -
Equity increase/(decrease) (296,771) 362,721
2015
Net profit/(loss) - -
Equity increase/(decrease) (284,489) 347,709

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 34: FAIR VALUE MEASUREMENTS

The fair values of the financial assets and liabilities of CVC are approximately equal to their carrying values. No financial assets or financial liabilities are readily traded on organised markets in standardised form.

Judgements and estimates were made in determining the fair values of the financial instruments and non-financial assets that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, CVC has classified its financial instruments and non-financial assets into three levels prescribed under the accounting standards.

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 assets and liabilities as well as the methods used to estimate the fair value are summarised in the table below.

Quoted market
price
(Level 1)
Valuation
technique –
market
observable
inputs (Level 2)
Valuation
technique – non
market
observable
inputs (Level 3)
Total
\$ \$ \$ \$
Year ended 30 June 2016
Financial assets
"Available-for-sale" investments
Shares in listed corporations – at market value 7,409,444 50,929,259 - 58,338,703
Public unlisted investments – at market value - 1,381,992 - 1,381,992
Other investments - 175,884 9,434,922 9,610,806
"Fair value through profit or loss" investments
Shares in listed corporations – at market value 2,489,914 - - 2,489,914
Derivative financial instruments - 143,000 - 143,000
Non-financial assets
Investment properties -
─────────
-
─────────
13,159,852
─────────
13,159,852
─────────
9,899,358
═════════
52,630,135
═════════
22,594,774
═════════
85,124,267
═════════
Year ended 30 June 2015
Financial assets
"Available-for-sale" investments
Shares in listed corporations – at market value 20,908,796 20,219,678 - 41,128,474
Public unlisted investments – at market value - 1,218,885 - 1,218,885
Other investments - 170,067 6,160,869 6,330,936
"Fair value through profit or loss" investments
Shares in listed corporations – at market value 2,652,580 - - 2,652,580
Derivative financial instruments - 261,000 - 261,000
Non-financial assets
Investment properties -
─────────
-
─────────
16,597,069
─────────
16,597,069
─────────
23,561,376
═════════
21,869,630
═════════
22,757,938
═════════
68,188,944
═════════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 34: FAIR VALUE MEASUREMENTS (CONTINUED)

Reconciliation of Level 3 fair value movements:

2016 2015
\$ \$
Balance at the beginning of the year 22,757,938 41,945,338
Purchases 12,806,186 6,709,642
Sales (11,890,798) (28,396,833)
(Losses)/gain recognised in other income (a) (65) 585,557
Gains recognised in other comprehensive income 816,105 167,022
Transfer out of Level 3 to Level 1 - (1,565,000)
Transfer out of Level 3 (c) (1,894,592) -
Transfer into Level 3 from Level 2 (b) -
────────
3,312,212
────────
Balance at the end of the year 22,594,774
════════
22,757,938
════════
(a) Unrealised losses recognised in profit or loss attributable to assets held at
the end of the reporting period. 65 909,577
════════ ════════

(b) Investment in property funds have been transferred from level 2 to level 3 as there is no quantitative information to assess carrying value. Fair value has been determined based on acquisition cost.

(c) The capital cost of the property at 190-198 Princes Highway South Nowra was reclassified from investment properties to construction contract after CVC entered into a development delivery agreement for the construction of the site.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 34: FAIR VALUE MEASUREMENTS (CONTINUED)

The fair value of Level 2 financial instruments is determined using available prices where trading does not occur in an inactive market. The quantitative information about the significant unobservable inputs used in level 3 fair value measurements are as follows:

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═══════

(AND ITS CONTROLLED ENTITIES)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (CONTINUED)

NOTE 35: EVENTS SUBSEQUENT TO YEAR END

A final dividend in respect of the year ended 30 June 2016 of 5 cents per share was declared on 30 August 2016 to be paid on 15 September 2016 to those shareholders registered on 5 September 2016.

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 36: 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.

36.1 Loans to other corporations

An impairment has been raised against certain loans to other corporations of \$753,202 (2015: \$1,506,487) that have a carrying value of \$56,315,275 (2015: \$42,929,892). The recoverable amount has been assessed in note 9.

36.2 Trade receivables

The recoverable value of trade receivables has been assessed in note 9.

36.3 Available-for-sale investments

The fair value of the investments has been assessed in note 10.

36.4 Inventories

The fair value of the inventories has been assessed in note 13.

36.5 Absence of active market

In calculating the fair value of Resource Generation Limited, Buru Energy Limited, Bionomics Limited, Grays Ecommerce Group Limited, Cyclopharm Limited, Heritage Brands Ltd, Lantern Hotel Group, MMA Offshore Limited, Mitchell Services Limited, Primary Opinion Limited, Spicers Limited, 360 Capital Total Return Fund, Universal Biosensors Inc, and Vita Life Sciences Limited CVC has determined that an active market may 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. The fair value of the investments has been assessed in note 10.

36.6 Investments accounted for using the equity method – unlisted investments

Green's Foods Holdings Pty Limited had a carrying value of \$14,660,528 as at 30 June 2015. CVC had 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 Green's Foods Holdings Pty Limited is +/- \$1,466,053.

Concise Asset Management Limited has a carrying value of \$1,125,489 (2015: \$1,081,096).

JAK Investment Group Pty Limited has a carrying value of \$352,654 (2015: \$168,054).

LAC Unit Trust has a carrying value of \$398,695 (2015: nil).

Urban Properties Pty Limited has a carrying value of nil (2015: \$360,000).

The carrying value of MAKE EBRB Dev Nominee Pty has a carrying value of \$3,486,434 (2015: nil).

36.7 Property, plant and equipment

The recoverable value of property, plant and equipment have been assessed in note 16.

36.8 Investment properties

The recoverable value of investment properties have been assessed in note 17.

INDEPENDENT AUDITOR'S REPORT

To the members of CVC Limited:

We have audited the accompanying financial report of CVC Limited ("the company"), which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of financial performance, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated 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. 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 the company 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 gives a true and fair view and 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 statements comply 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 about 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 of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's and its controlled entities' 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.

72

INDEPENDENT AUDITOR'S REPORT (continued)

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Opinion

In our opinion:

  • (a) the financial report of CVC Limited is in accordance with the Corporations Act 2001, including:
  • (i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2016 and its performance for the year ended on that date; and
  • (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
  • (b) the financial report also complies with International Financial Reporting Standards as disclosed 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 2016. 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.

Opinion

In our opinion, the Remuneration Report of CVC Limited for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001.

HLB Mann Judd M D Muller Chartered Accountants Partner

Sydney, NSW 30 August 2016

CORPORATE GOVERNANCE STATEMENT

The Board of Directors of the Company is responsible for the corporate governance of CVC. It 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. It is responsible for ensuring there is adequate oversight and management of material business risks facing the Company and ensuring there are systems in place to identify, assess, monitor and manage market, operational and compliance risks. This is achieved via a control environment, accountability and review of risk profiles.

The Board has delegated to the Managing Director all of the necessary power and authority to manage the business of the Company on a day-to-day basis with the assistance of senior management. This includes execution of the strategy approved by the Board, managing performance, risk management and compliance of the Company. The Company has implemented a risk management framework which describes and sets out the risks (financial and non-financial) facing the business activities of the Company and controls surrounding those risks. The profiles are formally reviewed annually by management. The financial risks that may adversely impact the operations of the Company are described and analysed in the annual financial report.

At the date of this report the Directors in office are as follows:

Alexander Damien Beard (Managing Director) - Appointed 17 August 2000, member of the audit committee
John Douglas Read - Appointed 20 March 1989, member of the audit committee
Ian Houston Campbell - Appointed 16 March 2015, member of the audit committee

Appointment to the Company and the Board is dependent on skills, experience, character and other qualifications rather than solely on achieving a pre-specified diversity target. The Board seeks to ensure its members have an appropriate mix of skills, knowledge and experience to enable it to properly perform its duties, which have been detailed in the Directors' Report, including numbers and attendances of Board and audit committee meetings. Given the size and scale of the organisation the Board has not adopted a policy and measurable targets in relation to diversity but notes that neither the Board nor the senior management have a woman appointed and currently 33% 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 may be 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 2016, in particular those discussed in detail below:

Board Composition and Directors' Experience

The Board of the Company comprises three Directors.

Mr Beard, being Managing Director, is responsible for the management and operation of the Company and ensures that members of the Board are properly briefed on the operations 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 a non-executive Director of the Board and Chairman of the audit committee. As he has been on the Board of the Company for more than twenty five 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.

Mr Campbell is an independent non-executive Director and has extensive skills, experience and knowledge to perform his duties in that capacity.

CORPORATE GOVERNANCE STATEMENT

The Board elects a member to chair each meeting and believe that the current structure of the Board operates effectively and efficiently, allowing the Board to collectively exercise its authority without the need for the appointment of additional independent directors or the creation of further sub-committees and is appropriate for the size and scale of the Company. The Board has considered the competencies and experience of each of the Directors and believes that it is not in the interest of shareholders to seek to replace or appoint Board members. The Board as a whole reviews Board succession planning and continuing development to ensure the members have an appropriate balance of skills. Directors are encouraged to undertake professional development to enable them to develop and maintain the skills and knowledge needed to effectively perform their roles as Directors, where considered appropriate for the oversight of the Company.

The Company Secretary supports the effectiveness of the Board by monitoring that Board policy and procedures are followed and deals with regulatory bodies on statutory matters.

For these reasons, the Company did not adopt the following recommendations throughout the financial year ended 30 June 2016:

  • Appointing a majority of independent Directors;
  • Appointing an independent Chairman;
  • Appointing an internal audit function, audit committee with an independent chairman, a majority of independent Directors or non-executive Directors;
  • A nomination committee of the Board;
  • A risk committee of the Board;
  • Establishment of formal performance policies for Directors and senior management;
  • Documentation of a Board skills matrix;
  • Implementing a program for inducting new Directors;
  • Implementing policies and processes for communication with shareholders and participation at meetings;
  • A remuneration committee of the Board;
  • Written agreement with directors and senior executives setting out terms of roles; and
  • Adopting a policy and measurable targets to achieve gender diversity.

Performance of the Board and Senior Management

The Directors and senior management are regularly reviewed for measureable and qualitative performance. The Board as a whole has the responsibility to review its own performance and of individual directors. The Board undertakes an annual review at 30 June each year of the Managing Director and senior management.

The Board did not undertake a review of the performance of its members during the year ended 30 June 2016. Rather, the Board, mindful of its duties, considers it appropriate to monitor the performance on an ongoing basis and conduct a formal review as necessary.

When applicable, remuneration of non-executive Directors is in accordance with resolutions of shareholders at 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 and senior management are disclosed in the Remuneration Report.

CORPORATE GOVERNANCE STATEMENT

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; and
  • A process for performance evaluation of the Board and individual Directors.

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.

All members of the Board are members of the Audit Committee.

In respect of the year ended 30 June 2016, the Managing Director and the Chief Financial Officer have provided certifications to the Board that the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and has a sound system of risk management and internal control which is operating effectively.

The Company has adopted policies in relation to conduct of Directors, senior management and employees of the Company. The policies require Directors, senior management and employees to act ethically, responsibly, honestly, in good faith, and in the best interest of the Company as a whole, whilst complying with laws and regulations.

The Company has adopted a Share Trading Policy, which must be complied with by all directors and employees. The policy summarises the insider trading prohibitions in the Corporations Act 2001 and provides information on trading windows, exceptional circumstances, excluded trading, and an obligation on directors and employees to disclose all trades in the Company's shares.

The Company's external auditor attends the annual general meeting and is available to answer questions from the shareholders relevant to the audit.

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. At the election of shareholders reports issued by the Company are provided electronically. 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 25 August 2016.

Distribution schedule

The distribution of shareholders and their shareholdings was as follows:-

Category
(size of holding)
Number of ordinary shareholders
1 - 1,000 189
1,001 - 5,000 244
5,001 - 10,000 151
10,001 - 100,000 226
100,001 - over 84
────────
Total 894
════════
Unmarketable parcels
Minimum
parcel size
Number of
shareholders

On market share buy-back

The Company has a current on market share buy-back which commenced on 23 November 2015.

Minimum \$500.00 parcel at \$1.52 per share 329 69

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
Joseph David Ross 12,000,000
Muk Min Fa Limited 7,280,246

(AND ITS CONTROLLED ENTITIES)

ADDITIONAL INFORMATION (CONTINUED)

20 largest shareholders - ordinary shares

As at 25 August 2016, the top 20 shareholders and their shareholdings were as follows:

Shareholder Shares held % of issued
capital held
Leagou Pty Limited 20,704,611 17.32
Southsea (Aust.) Pty Limited 17,610,506 14.73
Bennett Estates Limited 15,575,978 13.03
J K M Securities Pty Limited 12,000,000 10.04
Pacific Securities Inc. 7,280,248 6.09
Muk Min Fa Limited 7,280,246 6.09
Chemical Trustee Limited 4,861,741 4.07
Saudi Film Investments Fund Limited 3,264,711 2.73
Lloyds & Casanove Investment Partners Limited 2,432,568 2.04
Wenola Pty Limited 2,767,120 2.31
Mr Nigel Cameron Stokes 1,000,000 0.84
Mr Alexander Damien Beard 824,136 0.69
Dr Raymond Joseph Healey 808,817 0.68
Melbourne Corporation of Australia Pty Limited 623,208 0.52
Allan J Heasman Pty Limited 505,100 0.42
Julian Tertini 480,000 0.40
Alexander Beard & Pascale Beard 469,000 0.39
Cannington Corporation Pty Limited 466,094 0.39
John Angela Pty Limited 445,000 0.37
Professional Group Services Limited 429,817
────────
0.36
──────
99,828,901 83.51
════════ ══════

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 Suite 601, Level 6, Gold Fields House, 1 Alfred Street, Sydney NSW 2000.