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DEVELOP GLOBAL LIMITED — Annual Report 2007
Sep 27, 2007
64801_rns_2007-09-27_9be02a1d-cb3e-4b70-b563-d81c3788966b.pdf
Annual Report
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ABN: 28 122 180 205
JUTT HOLDINGS LIMITED AND CONTROLLED ENTITIES
Financial Report For the Period 13 October 2006 to 30 June 2007
TABLE OF CONTENTS
| Corporate Governance Report | 2 |
|---|---|
| Directors' Report | 5 |
| Auditor's Independence Declaration | 11 |
| Financial Statements | 12 |
| Notes to the Financial Statements | 16 |
| Directors' Declaration | 27 |
| Independent Audit Report | 28 |
| Shareholder Information | 30 |
| Corporate Directory | 33 |
1
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 CORPORATE GOVERNANCE REPORT
A review of the Company's 'Corporate Governance Framework' is performed on a periodic basis to ensure that it is relevant and effective in light of the changing legal and regulatory requirements. The Board of Directors ('the Board') continues to adopt a set of Corporate Governance Practices and a Code of Conduct appropriate for the size, complexity and operations of the Company and its subsidiaries.
Unless otherwise stated all Policies and Charters meet the ASX Corporate Governance Council's Best Practice Recommendations. All Charters and Policies are available from the Company.
Role of the Board and Management
The Board's role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.
The Board's responsibilities are detailed in its Board Charter and cover the following broad categories:
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1 Leadership of the organisation
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2 Strategy formulation
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3 Overseeing planning activities
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4 Shareholder liaison
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5 Monitoring, compliance and risk management
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6 Company finances
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7 Human resources
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8 Ensuring the health, safety and well-being of directors, Officers and Contractors
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9 Delegation of authority
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10 Remuneration policy
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11 Nomination policy
Structure and Composition of the Board
The Board has been formed so that it has an effective mix of personnel, committed to adequately discharging their responsibilities and duties and being of value to the Company.
The names of the Directors, their independence under the ASX Corporate Governance Council's Best Practice Recommendations, qualifications and experience are stated in the Directors' Report on page 5 to 6.
The Board believes that the interests of all Shareholders are best served by:
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Directors having the appropriate skills, experience and contacts within the Company's industry;
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The Company striving to have a balance between the overall number of directors and the number of directors being independent as defined in the ASX Corporate Governance Guidelines;
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Some major Shareholders being represented on the Board.
At present there is not a majority of the Directors classified as being 'Independent'. The number of Independent Directors on the Board will increase as the Company develops and grows, and the Board believes that it can attract appropriate Independent Directors with the necessary industry experience.
However, where any Director has material personal interest in a matter and, in accordance with the Corporations Act 2001, the Director will not be permitted to be present during discussion or to vote on the matter. The enforcement of this requirement aims to ensure that the interest of Shareholders, as a whole, is pursued and that their interest or the Director's Independence is not jeopardised.
Directors collectively or individually have the right to seek independent professional advice at the Company's expense, up to specified limits, to assist them to carry out their responsibilities. All advice obtained is made available to the full Board.
2
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 CORPORATE GOVERNANCE REPORT
The Company has a duly constituted Remuneration and Nomination Committee consisting of the full board of the Company, with the Committee Chairman being an Non-Executive Director. Due to the current compostion of the full board, it is not possible to meet the recommendation to have a minimum of three Non-Executive Directors, with the majority being independent. The current members of the Committee as at the date of this report are detailed in the Directors' Report on page 5.
The Committee holds a minimum of one meetings a year. Details of attendance of the members of the Remuneration and Nomination Committee are contained in the Directors' Report on page 9.
Ethical and Responsible Decision-Making
As part of its commitment to recognising the legitimate interests of Stakeholders, the Company has established a Code of Conduct to guide compliance with legal and other obligations to legitimate Stakeholders.
The Company has a share trading policy that regulates the dealings by Directors, Officers and Employees, in shares, options and other securities issued by the Company.
The policy has been formulated to ensure that Directors, Officers, Employees and Consultants who work on a regular basis for the Company are aware of the legal restrictions on trading in Company securities while in possession of unpublished price-sensitive information.
The Committee holds a minimum of two meetings a year. Details of attendance of the members of the Audit, Risk & Compliance Committee are contained in the Directors' Report on page 9.
Timely and Balanced Disclosure
The Board has designated the Company Secretary as the person responsible for overseeing and co-ordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with ASX Listing Rules the Company immediately notifies the ASX of information concerning the Company:
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1 that a reasonable person would or may expect to have a material effect on the price or value of the Company's securities; and
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2 that would, or would be likely to influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company's securities.
Rights of Shareholders
The Company respects the rights of its Shareholders, and to facilitate the effective exercise of the rights, the Company is committed to:
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1 Communicating effectively with Shareholders through ongoing releases to the market via ASX information and General Meetings of the Company;
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2 Giving Shareholders ready access to balanced and understandable information about the Company and Corporate Proposals;
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3 Making it easy for Shareholders to participate in General Meetings of the Company; and 4 Requesting the External Auditor to attend the Annual General Meeting and be available to answer Shareholder's questions about the conduct of the audit, and the preparation and content of the Auditor's Report.
Any Shareholder wishing to make inquiries of the Company is also able to contact the registered office of the Company. All public announcements made by the Company can be obtained from the ASX website.
Recognised and Manage Risk
The Audit, Risk and Compliance Committee has established a policy for risk oversight and management within the Company. This is periodically reviewed and updated.
3
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 CORPORATE GOVERNANCE REPORT
The CEO and CFO have given a statement to the Board that:
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a) In accordance with 'Best Practice Recommendation 4.1', that the Financial Statements are founded on a sound system of risk management and internal compliance and control which implements the Policies adopted by the Board; and
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b) The Company's 'Risk Management and Internal Compliance and Control System', in so far as it relates to financial risk, is operating effectively in all material aspects.
Encourage Enhanced Performance
A 'Performance Evaluation Policy' has been established to evaluate the performance of the Board, individual Directors and Executive Officers of the Company. The Audit, Risk and Compliance Committee is responsible for conducting evaluations on an annual basis in line with these policy guidelines.
During the reporting period the Board and individual performance evaluation were conducted on an informal basis which provided valuable feedback for future development.
During the year, all directors have full access to all Company records and receive Financial and Operational updates on a regular basis.
All new Directors undergo an induction program.
Remunerate Fairly and Responsibly
The Company has adopted a Remuneration and Nomination Committee to administer the Company's remuneration policy. The Committee is responsible for:
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Setting the remuneration and conditions of service for all Executive and Non-Executive Directors, Officers and Employees of the Company; The aggregate of Non-Executive and remuneration being approved by Shareholders at general Meetings of the Company from time to time.
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Approving the design of Executive & Employee incentive plans (including equity-based plans) and proposed payments or awards under such plans;
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Reviewing performance hurdles associated with incentive plans;
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- Consulting appropriately qualified Consultants for advice on remuneration and other conditions of service as deemed necessary;
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Succession planning for Senior Executive Officers; and
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Performance assessment of Senior Executives Officers.
The Company is committed to remunerating its Senior Executives in a manner that is market-competitive and consistent with 'Best Practice' as well as supporting the interests of Shareholders. Senior Executives may receive a remuneration package based on fixed and variable components, determined by their position and experience. Shares and/or Options may also be granted based on an individual's performance, with those granted to Directors subject to Shareholder approval.
Non-Executive Directors are remunerated out of the aggregate amount approved by Shareholders. Non-Executive Directors are entitled to statutory superannuation, but no other retirement benefits, if applicable. Non-Executive Directors do not receive performance based bonuses and do not participate in Equity Schemes of the Company without prior Shareholder approval.
Current remuneration is disclosed in the Remuneration Report contained in the Directors' Report on page 7 to 9 and in Note 5 Key Mangement Personnel Compensation on page 19.
Legitimate Interests of Stakeholders
The Board acknowledges the legitimate interests of various stakeholders such as Employees, Clients, Customers, Government Authorities, Creditors and the Community as a whole. As a good Corporate Citizen, it encourages compliance and commitment to appropriate corporate practices that are fair and ethical via its 'Code of Conduct Policy'.
4
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT
Your Directors present their report on the Company and its controlled entities for the financial year ended 30 June 2007. The Company was incorporated on 13 October 2006. Therefore the financial year was the period from 13 October 2006 to 30 June 2007.
Directors
The name and details of the Company's Directors in office during the period and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.
| Charles Morgan | Non-Executive Chairman | Non-Executive Chairman | appointed 21 December 2006 | |
|---|---|---|---|---|
| Ayaz Khan | Managing Director | appointed 13 October 2006 | ||
| Cyril Geach | appointed 30 January 2007 Executive Exploration Director |
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| Gregory Barnes | appointed 13 October 2006 (resigned 31 January 2007) Executive Exploration Director |
|||
| Alvin Tan | Non-Executive Director | appointed 13 October 2006 (resigned 13 November 2006) | ||
| Kevin Nichol | Non-Executive Chairman | appointed 24 October 2006 (resigned 14 December 2006) | ||
| Information on Directors | ||||
| Charles Morgan | — | Non-Executive Chairman | ||
| Appointed to the Board | — | 21-December-2006 | ||
| Experience | — | Mr Morgan, is a resources executive who has been involved in a wide range of ventures | ||
| around the globe. In the energy sector, he is a founder of Hercules Energy Pty | Ltd, | |||
| Wildhorse Energy Limited, Alto Energy International Limited (now Grand Gulf Energy | ||||
| Limited), Matra Plc, Elixir Petroleum Limited, Nido Petroleum Limited, West Oil NL | and | |||
| Fusion Oil & Gas Plc. | ||||
| Interest in Shares and Options1 | — | 1,500,000 Ordinary Shares ( Indirectly held) 1,200,000 Options (Indirectly held) | ||
| Committees | — | Chairman of the Audit, Risk & Compliance Committee and Chairman of |
the | |
| Remuneration & Nomination Committee | ||||
| Directorships held in other listed | entities | — | Nido Petroleum Limited (resigned 17 May 2005) | |
| Grand Gulf Energy Limited (appointed 19 January 2006) | ||||
| Commoditel Limited (resigned 6 July 2006) | ||||
| Ayaz Khan | — | Managing Director | ||
| Appointed to the Board | — | 13-October-2006 | ||
| Experience | — | Mr Khan, has been involved in corporate and commercial ventures for over 20 years. | ||
| Since 1999, he worked as a private consultant in corporate and private client advisory | ||||
| roles for several broking houses in both Perth and Sydney. Mr Khan has been involved | ||||
| with raising capital for a number of ASX listed companies, and several mergers | and | |||
| acquisitions. He brings to the Board many years of market knowledge and extensive | ||||
| contacts in the corporate and broking sector. | ||||
| Interest in Shares and Options1 | — | 4,585,001 Ordinary Shares (Directly held) 2,237,062 Options (Directly held) | ||
| Committees | — | Member of the Audit, Risk & Compliance Committee and Member of the Remuneration & | ||
| Nomination Committee | ||||
| Directorships held in other listed | entities | — | None | |
| Cyril Geach | — | Executive Exploration Director | ||
| Appointed to the Board | — | 30-January-2007 | ||
| Qualifications | — | Bachelor of Science (Hon), a member of the Australian Institute of Geoscientists | ||
| Experience | — | Mr Geach, has been involved in the geology, mining and exploration industry throughout | ||
| Australia and overseas, covering gold, diamonds, base metals, precious metals | and | |||
| alluvial deposits. In the 1990s, Mr Geach was a founding director of three ASX listed | ||||
| companies, Quicksilver Resources NL (as managing director), Carnegie Minerals NL | (as | |||
| technical and managing director) and Livingstone Resources NL (as technical director). | ||||
| Mr Geach has also worked for Anglo American Limited, De Beers Australia Limited | and | |||
| the Magnet Group. In the 1980s, he was a director of Gem Exploration and Minerals Ltd | ||||
| and Monarch Petroleum NL. | ||||
| Interest in Shares and Options1 | — | 500,000 Ordinary Shares (400,000 directly held and 100,000 indirectly held) | ||
| 950,000 Options (820,000 directly held and 130,000 indirectly held) | ||||
| Committees | — | Member of the Audit, Risk & Compliance Committee and Member of the Remuneration & | ||
| Nomination Committee | ||||
| Directorships held in other listed | entities | — | None | |
| Gregory Barnes | — | Executive Exploration Director | ||
| Appointed to the Board | — | 13-October-2006 | ||
| Resigned | — | 31-January-2007 |
5
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT
Alvin Tan — Non-Executive Director Appointed to the Board — 13-October-2006 Resigned — 13-November-2006 Kevin Nichol — Non-Executive Chairman Appointed to the Board — 24-October-2006 Resigned — 14-December-2006
Note:
- Interest in Shares and Options refer to the relevant interest of each Director in the shares or options over shares issued by the companies within the economic entity and other related body corporate as notified by the Directors to the Australian Stock Exchange in accordance with s205G(1) of the Corporations Act 2004, as at the date of this report.
Company Secretary
Phillip Hains, has served as the Company's Company Secretary since 13 October 2006.
Mr Hains is a Chartered Accountant operating a specialist public practice, The CFO Solution. The CFO Solution is focused on providing back office support, financial reporting and compliance systems for listed public companies. A specialist in the public company environment, Mr Hains has served the needs of a number of company boards of directors and related committees. He has over 20 years' experience in providing businesses with accounting, administration, compliance and general management services. He holds a Masters of Business Administration from RMIT and a Public Practice Certificate from the Institute of Chartered Accountants.
Corporate Structure
Jutt Holdings Limited is a Company limited by shares that is incorporated and domiciled in Australia. It has two subsidiaries incorporated in Australia, Jutt Resources Pty Ltd and Juranium Limited. Jutt Holdings Limited owned a 100% interest in all subsidiaries as at 30 June 2007.
Principal Activities
The principal activity of the economic entity during the period was resources exploration, focusing on several base and precious metals resources.
Likely Developments
Likely developments in the operations of the consolidated group and the excepted results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the consolidated group.
Results and Review of Operations
Results
For the period ending 30 June 2007, the loss attributable to members of the economic entity is $(770,126).
Review of Operations
The company was incorporated on 13 October 2006 and issued a prospectus for the issue of 20 million fully paid ordinary shares at $0.20 to raise $4m and list on the ASX, which was achieved on 26 April 2007. Since listing the company has announced to the ASX exploratory activities on the Liberty-Indee Project tenements and a farmin agreement on Tay-Munglinup project.
Since year end the company further progressed with:
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the completion an underwritten rights issue of 34,784,237 options on a four for fiive basis at $0.01 per option to raise $347,842 to fund additional activities,
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signed a landmark heritage agreement on its Liberty Indee Project with the Ngarluma Aboriginal Corporation,
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flown or commenced with three airborne electromagnetic surveys at its Onslow, Liberty Indee and Tay-Munglinup Projects and
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- released initial results of high grade rock sampling from the Liberty-Indee project.
At the 30th June 2007 the Company had 43,480,297 Fully Paid Ordinary Shares and 1,957,148 Options issued over shares.
As at 30th June 2007 the Economic Entity held cash reserves of $2,971,891.
Employees
The Company employed 2 employees as at 30 June 2007.
Loss Per Share
Basic loss per share 5.40 cents
Share Options on Issue
At the date of this report, the unissued ordinary shares of Jutt Holdings Limited under option are as follows:
| Unlisted options Unlisted options Unlisted options Listed options 22-Apr-11 Expiry date Exercise price $0.20 $0.20 30-Nov-10 $0.30 10-Oct-08 $0.20 31-Jul-09 |
Number under option 22-Apr-08 300,000 - Escrow period 22-Apr-08 500,000 1,457,148 - 34,784,237 37,041,385 |
|---|---|
6
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT
Dividends
The Directors did not pay or declare any dividends during the period. The Directors do not recommend the payment of a dividend in respect of the period.
Shares Issued as a Result of the Exercise of Options
During the period 13 October 2006 to 30 June 2007 no ordinary shares of Jutt Holdings Limited were issued as a result of the exercise of options.
Significant Changes in State of Affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of the economic entity during the period under review not otherwise disclosed in this Annual Report.
After Balance Date Events
On 6 July 2007, Juranium Limited, a fully owned subsidiary of the Company issued performance based shares to Executive Exploration Director Cyril Geach. The share issue was approved by shareholder of Juranium Limited. Juranium Limited is now owned 91% by Jutt Holdings Limited and 9% by Cyril Geach.
On 1 August 2007, the Company lodged a prospectus to offer its shareholders the right to participate in a non-renounceable entitlement issue of 4 options for every 5 shares held at an issue price of one cent per option at a 20 cent exercise price expiring on 31 July 2009. The entitlement issue was completed on 10 September 2007 raising $347,842 before costs. The purpose of the entitlements issue is to raise funds for initial exploration on the Tay-Munglinup Tenements.
On 21 August 2007, the Company issued 400,000 Fully Paid Ordinary Shares and 300,000 Unlisted Options to Minemakers Limited pursuant to the Tay-Munglinup Deed disclosed in Note 20 to Financial Statements on page 23. The exercise price of the Options is 30 cents expiring on 10 October 2008.
Environmental Issues
The economic entity’s operations and projects are subject to State and Federal laws and regulations regarding environmental hazards. the Directors are not aware of any material breaches during the period.
REMUNERATION REPORT
This report details the nature and amount of remuneration for the Key Management Personnel of the economic entity.
Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.
The Key Management Personnel of Jutt Holdings Limited during the period includes the Directors and Company Secretary as per page 5 to 6.
The report has been set out under the following main headings: A. Remuneration Policy
B. Details of Remuneration For the Period 13 October 2006 to 30 June 2007
C. Equity Issued as Part of Remuneration For the Period 13 October 2006 to 30 June 2007 D. Employment contracts of Directors and Key Management Personnel E. Performance Income as a Proportion of Total Remuneration
A. Remuneration Policy
Remuneration of all Executive and Non-Executive Directors, Officers of the Company is determined by the Remuneration and Nomination Committee.
The Company is committed to remunerating Senior Executives and Executive Directors in a manner that is market-competitive, consistent with "Best Practice" and supports the interests of shareholders. Remuneration packages are based on fixed and variable components, determined by the Executives' position, experience and performance, and may be satisfied via cash or equity.
Non-Executive Directors are remunerated out of the aggregate amount approved by shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.
Remuneration Policy versus Company Financial Performance
The Company's remuneration policy has been based on industry practice rather than Company performance and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the Company. Directors and Executives are fairly compensated for the extensive work they undertake.
Performance based Remuneration
The purposes of a performance bonus is to reward individual performance in line with Company objectives. Consequently, performance based remuneration is paid to an individual where the individual's performance clearly contributes to a successful outcome for the Company. This is regularly measured in respect of performance against key performance indicators (KPI's).
The Company uses a variety of KPI's to determine achievement, depending on the role of the executive being assessed. These include:
- successful contract negotiations * completion of set milestones.
For details of performance based remuneration refer to Section E - Performance income as a proportion of total remuneration of the Remuneration Report on page 9.
7
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT
B. Details of Remuneration for the Period 13 October 2006 to 30 June 2007
The Key Management Personnel of the economic entity includes the Directors and Company Secretary as per page 5 to 6.
The remuneration for each Director and each of the Key Management Personnel of the economic entity during the year was as follows:
Remuneration packages contain the following elements:
a) Short-term employee benefits - cash salary / fees, cash bonus, non-monetary benefits and other;
b) Post-employment benefits - including superannuation; and
c) Share-based payments - shares and options granted
| Note 1 1 2 Gregory Barnes Key Management Personnel Phillip Hains Directors Cyril Geach Charles Morgan Ayaz Khan |
Post- employment Total Share-based payments Short-term employee benefits |
|---|---|
| Cash bonus Non- monetary benefits Super- annuation Options $ $ $ $ $ - - - - 73,000 - - 1,728 - 20,925 - - 1,728 4,375 56,300 - - - - 9,545 - - - - 80,000 - 4,545 19,197 26,000 19,197 - 55,000 - 5,000 - 40,000 40,000 $ $ 5,000 18,000 Cash salary and fees $ Shares Other - |
|
| - - 3,456 4,375 239,770 49,545 56,394 126,000 |
-
The above Other fee refers to remuneration for providing consulting services to the Company.
-
The above Other fee was paid to, The CFO Solution, a specialist chartered accounting firm, focusing on providing back office support, financial reporting and compliance systems for listed public companies, of which Mr Phillip Hains is Principal. Through the fees paid to The CFO Solution, Mr Hains was remunerated for his services as Company Secretary.
C. Equity Issued as Part of Remuneration for the Period 13 October 2006 to 30 June 2007
This section only refers to those shares and options issued as part of remuneration. As a result they may not indicate all shares and options held by a Director or Key Management Personnel.
The following table discloses the value of shares granted during the year:
| Note 1 1 28-Jun-07 Key Management Personnel 22-Dec-06 25-Jan-07 06-Feb-07 Directors Grant Date Charles Morgan Cyril Geach Gregory Barnes Mr Phillip Hains |
0.200 1,946,154 200,000 500,000 0.010 400,000 0.065 846,154 0.065 No $ Value per shares at grant date Shares Granted |
40,000 55,000 $ 26,000 5,000 Value of Shares included in remuneration for the year |
|---|---|---|
| 126,000 |
Note:
- Shares Granted to Directors were sign-on fees forming part of their remuneration.
The following table discloses the value of options granted, exercised, sold or lapsed during the year:
| Options Granted | Options Exercised | Options Lapsed | Value of Options yet to | Value of Options | Percentage of | |
|---|---|---|---|---|---|---|
| be Expensed | included in | Total | ||||
| remuneration for | Remuneration | |||||
| Value at Grant Date | Value at Exercise | Value at time of | the year | for the Year that | ||
| Price | Lapse | Consisted of | ||||
| Options | ||||||
| $ | $ | $ | $ | $ | % | |
| Directors | ||||||
| Cyril Geach | 70,000 | - | - | 65,625 | 4,375 | 8% |
The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date, the expected price volatility of the underlying shares, the expected dividend yield and the risk free interest rate for the term of the option.
The Model inputs for options granted during the period have been included in note 24(b) of the financial statements.
8
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT
The following table discloses the movement in Directors and Key Management Personnel Options
Balance 01 July Granted as Options Options lapsed Balance 30 June 2006 Remuneration Exercised 2007 No. No. No. No. No. Directors Cyril Geach - 500,000 - - 500,000 Details of the Options Value per options Grant Date Expiring Date Exercise Price $ Date Exercisable at grant date $ 23-Apr-07 30-Nov-10 0.20 0.14 01-Jan-10
D. Employment Contracts of Directors and Key Management Personnel
The following Directors and Key Management Personnel were under contract at 30 June 2007.
| Name | Commencement Date |
Duration | Termination Notice Requirements |
Termination Term | Termination Benefits |
|---|---|---|---|---|---|
| Directors | |||||
| Ayaz Khan | 27-Apr-07 | 3 Years | 3 Months | Upon being unable to carry out the duties and in serious breach of the agreement |
None |
| Cyril Geach | 27-Apr-07 | 3 Years | 3 Months | Upon being unable to carry out the duties and in serious breach of the agreement |
None |
| Key Management Personnel | |||||
| Phillip Hains | 13-Oct-06 | 3 Years | 3 Months | Expires upon notice of either party | None |
E. Performance Income as a Proportion of Total Remuneration
No performance based remuneration has been issued during the reporting period.
All executives are eligible to receive incentives whether through employment contracts or by the recommendation of the Board. Their performance payments are based on a set monetary value, set number of shares or options or as a portion of base salary. Therefore there is no fixed proportion between incentive and non-incentive remuneration.
Non-Executive directors are not entitled to receive bonuses and/or incentives.
Meetings of Directors
The following table sets out the number of Directors' meetings held during the period and the number of meetings attended by each director while they were a Director.
During the period, 18 Board meetings, 2 Audit Risk & Compliance Committee meetings and 1 Renumeration and Nomination Committee meeting was held.
| Directors' Meetings | Directors' Meetings | Committee Meetings | Committee Meetings | Committee Meetings | Committee Meetings | |
|---|---|---|---|---|---|---|
| Audit,Risk & Compliance | Remuneration & Nomination | |||||
| Number eligible to attend |
Number attended |
Number eligible to attend |
Number attended |
Number eligible to attend |
Number attended |
|
| Charles Morgan | 10 | 10 | 2 | 2 | 1 | 1 |
| Ayaz Khan | 18 | 17 | 2 | 2 | 1 | 1 |
| Cyril Geach | 7 | 7 | 2 | 2 | 1 | 1 |
| GregoryBarnes | 12 | 12 | - | - | - | - |
| Alvin Tan | 2 | 2 | - | - | - | - |
| Kevin Nichol | 5 | 5 | - | - | - | - |
Indemnities
No indemnities have been given or insurance premiums paid, during or since the year end of the financial year, for any person who is or has been an officer or auditor of the consolidated group.
Proceedings on Behalf of Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.
9
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT
Non-audit Services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Company and/or the Group are important.
The following non-audit services were provided by the entity's auditor, Webb Audit Pty Ltd or associated entities.
The board of directors,in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
• all non-audit services are reviewed by the Audit, Risk & Compliance Committee to ensure they do not impact the impartiality and objectivity of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 10 Code of Ethics for Professional Accountants.
Webb Audit Pty Ltd received or are due to receive the following amounts for the provision of non-audit services:
$
Due diligence investigations 6,600
Auditor’s Independence Declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 11.
Signed in accordance with a resolution of the Board of Directors.
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----- Start of picture text -----
Director
Ayaz Khan
Dated this 27th day of September 2007
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10
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27 September 2007
The Board of Directors Jutt Holdings Limited Suite 1. 1233 High Street Road ARMADALE VIC 3143
Dear Board Members
AUDITOR’S INDEPENDENCE DECLARATION IN ACCORDANCE WITH SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF JUTT HOLDINGS LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Jutt Holdings Limited.
As lead audit partner for the audit of the financial report of Jutt Holdings Limited for the period 13 October 2006 to 30 June 2007, I declare that to the best of my knowledge and belief, there have been no contraventions of:
- (i) the auditor independence requirements of the Corporation Act 2001 in relation to the
audit; and
- (ii) any applicable code of professional conduct in relation to the review.
Yours sincerely
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Jeffrey Luckins Director Webb Audit Pty Ltd
Dated in Melbourne, Australia on this 27[th] day of September 2007
A member of the Webb Group Cnr Toorak & Auburn Roads Hawthorn East Vic 3123 Australia PO Box 185 Toorak Vic 3142 Australia Telephone +61 3 9822 8686 Facsimile +61 3 9824 8578 [email protected] www.webbgroup.com.au
Webb Audit Pty Ltd ABN 59 116 151 136
11
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 INCOME STATEMENT FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
| Revenue 2 Administrative expense Corporate expense 3 Depreciation 3 Exploration & evaluation expense 1d Impairment loss - goodwill 3 Loss before income tax Income tax expense 4 Loss for the year Overall Operations Basic loss per share (cents per share) 7a Diluted loss per share (cents per share) 7b Note |
2007 2007 $ $ 42,590 49,578 (129,581) (114,408) (239,434) (231,556) (584) (413) (385,509) (344,456) (57,608) - Economic Entity Parent Entity |
|---|---|
| (770,126) (641,255) - - |
|
| (770,126) (641,255) |
|
| (5.40) (5.40) |
The accompanying notes form part of these financial statements.
12
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 BALANCE SHEET AS AT 30 JUNE 2007
| ASSETS CURRENT ASSETS Cash and cash equivalents 8 Trade and other receivables 9 Other assets 14 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables 9 Other financial assets 10 Plant and equipment 12 Exploration and evaluation costs 13 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 15 Financial liabilities 16 Provisions 18 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions 18 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 19 Accumulated losses TOTAL EQUITY Note |
2007 2007 $ $ 2,971,891 2,971,891 27,042 25,747 23,951 22,003 Economic Entity Parent Entity |
|---|---|
| 3,022,884 3,019,641 |
|
| - 654,906 - 214,011 13,431 11,365 2,155,951 1,420,951 |
|
| 2,169,382 2,301,233 |
|
| 5,192,266 5,320,874 |
|
| 103,573 103,310 200,000 200,000 5,274 5,274 |
|
| 308,847 308,584 |
|
| 124 124 |
|
| 124 124 |
|
| 308,971 308,708 |
|
| 4,883,295 5,012,166 |
|
| 5,653,421 5,653,421 (770,126) (641,255) |
|
| 4,883,295 5,012,166 |
The accompanying notes form part of these financial statements.
13
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 CASH FLOW STATEMENT FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
| CASH FLOWS RELATED TO OPERATING ACTIVITIES Payments to suppliers and employees Interest received NET CASH FLOWS USED IN OPERATING ACTIVITIES 23a CASH FLOWS RELATED TO INVESTING ACTIVITIES Payment for purchases of plant and equipment Payment for purchases of mining tenement Payment for purchases of controlled entity, net of cash acquired 23b Loans to related entities NET CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS RELATED TO FINANCING ACTIVITIES Proceeds from issues of securities Capital raising costs Proceeds from borrowings Repayment of borrowings NET CASH FLOWS FROM FINANCING ACTIVITIES NET INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the year 8 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 8 Note |
2007 2007 $ $ (372,098) (308,949) 42,590 41,532 Economic Entity Parent Entity |
|---|---|
| (329,508) (267,417) |
|
| (14,015) (11,778) (374,091) (304,091) 86,529 - - (47,799) |
|
| (301,577) (363,668) |
|
| 4,040,030 4,040,030 (437,054) (437,054) 30,000 30,000 (30,000) (30,000) |
|
| 3,602,976 3,602,976 |
|
| 2,971,891 2,971,891 - - |
|
| 2,971,891 2,971,891 |
The accompanying notes form part of these financial statements.
14
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
| Note 19 19 Note 19 19 Shares issued net of costs Balance at 13 October 2006 Parent Entity Balance at 30 June 2007 Economic Entity Loss for the period Options issued Balance at 30 June 2007 Loss for the period Options issued Shares issued net of costs Balance at 13 October 2006 |
Issued Capital Accumulated Losses Total Equity $ $ $ |
|---|---|
| - - - |
|
| 5,445,045 - 5,445,045 208,376 - 208,376 - (770,126) (770,126) |
|
| 5,653,421 (770,126) 4,883,295 |
|
| Issued Capital Accumulated Losses Total Equity $ $ $ |
|
| - - - |
|
| 5,445,045 - 5,445,045 208,376 - 208,376 - (641,255) (641,255) |
|
| 5,653,421 (641,255) 5,012,166 |
The accompanying notes form part of these financial statements.
15
JUTT HOLDINGS LIMITED ABN: 28 122 180 205
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
Note 1 Statement of Significant Accounting Policies
The financial report of Jutt Holdings Limited for the period 13 October 2006 to 30 June 2007 was authorised for issue in accordance with a Directors' resolution on 27 September 2007. The financial report covers the economic entity of Jutt Holdings Limited and controlled entities, and Jutt Holdings Limited as an individual parent entity. Jutt Holdings Limited is a listed public Company, incorporated on 13 October 2006 and domiciled in Australia. Therefore the financial period was from 13 October 2006 to 30 June 2007.
Statement of Compliance
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
The following is a summary of the material accounting policies adopted by the consolidated group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
Basis of Preparation
Reporting Basis and Conventions
The accounting policies set out below have been consistently applied to all years presented.
Accounting Policies
The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
(a) Principles of Consolidation
A controlled entity is any entity Jutt Holdings Limited has the power to control the financial and operating policies so as to obtain benefits from its activities.
A list of controlled entities is contained in Note 11 to the financial statements. All controlled entities have a June financial year-end.
All inter-Company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.
Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.
(b) Income Tax The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
(c) Plant and equipment
Each class of Plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
Depreciation
Depreciation is provided on a straight-line basis on all plant and equipment over their useful lives to the Company commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset Depreciation Rate Plant and equipment 33%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.
(d) Exploration and Development Expenditure
Costs carried forward
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.
16
JUTT HOLDINGS LIMITED ABN: 28 122 180 205
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
Amortisation
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. (e) Provision for Restoration The Group records the present value of the estimated cost of legal and constructive obligations to restore operating locations in the period in which the obligations arises. The nature of the restoration activities includes the removal of infrastructure, abandonment of wells and restoration of affected areas. No provision for restoration work has been made at this stage. (f) Financial Instruments Recognition Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below: Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.
Available-for-sale financial assets Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity. Fair value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arms length transactions, reference to similar instruments and option pricing models. Impairment
At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement. (g) Acquisition of Assets The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is their market price as at the acquisition date. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of the acquisition. The discount rate used is the incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. A liability for restructuring costs is recognised as at the date of acquisition of an entity or part thereof when there is a demonstrable commitment to a restructuring of the acquired entity and a reliable estimate of the amount of the liability can be made. Where an entity or operation is acquired and the fair value of the identifiable net assets acquired, including any liability for restructuring costs, exceeds the cost of acquisition, the difference, representing a discount on acquisition, is accounted for by reducing proportionately the fair values of the non-monetary assets acquired until the discount is eliminated. Where, after reducing to zero the recorded amounts of the non-monetary assets acquired, a discount balance remains it is recognised as revenue in the income statement. (h) Impairment of Assets At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
(i) Intangibles
Goodwill Goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. (j) Employee Benefits Wages and 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 creditors in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Superannuation The amount charged to the statement of financial performance in respect of superannuation represents the contributions paid or payable by the Company to the employees' superannuation funds.
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. Employee Benefits on-costs
Employee benefit on-costs, including payroll tax, are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities.
17
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
(k) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.
(l) Revenue
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. Interest income is recognised as it accrues.
All revenue is stated net of the amount of goods and services tax (GST)
(m) Trade and Other Payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(n) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the balance sheet are shown inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
Critical accounting estimates and judgments
Management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates.
The estimates and underlyingassumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements made by management in the application of AIFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements.
Note 2 Revenue
| — — Note — — — — 12 — 13 Note (a) Income tax expense Current tax Deferred tax (b) The prima facie tax on loss from ordinary activities before tax is reconciled to the income tax as follows: Profit/(loss) before tax Income tax using the domestic corporation tax rate of 30% Increase/(decrease) in income tax expense due to: Non-deductible expenses Deductible expenses Tax losses not brought to account 16 Income tax expense Directors' and consultants' fees Note 4 Income Tax Expense Corporate expense Auditing & Taxation Corporate expense Travel expenses Loss for the Year Expenses Note 3 Interest Received - related Interest Received - other parties Operating activities Total operating revenue Depreciation Impairment loss - goodwill Depreciation Other Expenses |
Economic Entity Parent Entity 2007 2007 $ $ 42,590 41,532 - 8,046 |
|---|---|
| 42,590 49,578 |
|
| Economic Entity Parent Entity 2007 2007 $ $ 13,500 13,500 185,623 180,623 40,311 37,433 |
|
| 239,434 231,556 |
|
| 584 413 57,608 - Economic Entity Parent Entity 2007 2007 $ $ - - - - |
|
| - - |
|
| (770,126) (641,255) |
|
| (231,038) (192,377) |
|
| 17,282 - (26,883) (26,883) 240,639 219,260 |
|
| - - |
18
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
The Company has not recognised deferred income tax as it is not probable that sufficient taxable amounts will be available in future periods in which to be offset.
This future income tax benefit will only be obtained if:
— the economic entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; — the economic entity continues to comply with the conditions for deductibility imposed by tax legislation;
— no changes in tax legislation adversely affect the economic entity in realising the benefit
The Company has not consolidated for tax purposes.
Note 5 Key Management Personnel Compensation
(a) Key Management Personnel compensation
The Key Management Personnel of Jutt Holdings Limited consolidated group during the financial year has been disclosed in Directors Report on page 5 to 6.
The aggregate compensation made to Key Management Personnel of the Company and the Group is set out below:
| Share-based payments Short-term employee benefits Post-employment benefits |
Economic Entity Parent Entity 2007 2007 $ $ 105,939 85,939 3,456 3,456 130,375 130,375 |
|---|---|
| 239,770 219,770 |
The Company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the detailed remuneration disclosures to the Directors' Report. The relevant information can be found in the Remuneration Report on pages 7 to 9.
(b) Options and Rights Holdings
The number of options over ordinary shares in the Company held during the financial year by each director of Jutt Holdings Limited and other Key Management Personnel of the Group, including their personally related parties, are set out below. Details of Options granted as Compensation can be found in section C of the remuneration report in the Directors report.
| report. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at start of the year | Granted as | Options | Net Change Other * | Balance at | Vested and | Unvested | ||||
| Compensation | Exercised | end of the | exercisable | |||||||
| 2007 | year | |||||||||
| Number | Number | Number | Number | Number | Number | Number | ||||
| Directors | ||||||||||
| Cyril Geach | - | 500,000 | - | 50,000 | 550,000 | - | 550,000 |
- Net change other refers to Options that have expired or been issued during the year under review, other than for remuneration, or traded on market.
(c) Shareholdings
The number of shares in the Company held during the financial year by each director of Jutt Holdings Limited and other Key Management Personnel of the Group, including their personally related parties, are set out below. Details of shares granted as compensation can be found in section C of the remuneration report in the Directors report.
| Note 1 1 1 2 2 Key Management Personnel Alvin Tan Phillip Hains Directors Cyril Geach Ayaz Khan Charles Morgan Gregory Barnes 2007 |
Balance at the start of the year Received as Compensation Options Exercised Net Change Other Balance at the end of the year Number Number Number Number Number - 846,154 - 653,846 1,500,000 - - - 4,575,001 4,575,001 - 400,000 - 100,000 500,000 - 500,000 - - 500,000 - - - 1 1 - 200,000 - 20,000 220,000 |
|---|---|
| - 1,946,154 - 5,348,848 7,295,002 |
-
Net change other refers to shares purchased or sold during the financial year.
-
Closing Balance at date of resignation.
(d) Loans to Key Management Personnel
There were no loans made to the Directors or other Key Management Personnel of the Group, including their personally related parties.
(e) Other transactions with Key Management Personnel
All transactions with related parties are made on normal commercial terms and conditions except where indicated.
An amount of $5,796 was owing to Seaspin Pty Limited, of which Mr Charles Morgan is a director, for lease of office space at 30 June 2007.
An amount of $58,191 was paid to Purple Communications, for communication services from Purple Communications, a company related to Mr Charles Morgan's spouse. Amounts owing to Purple Communications at 30 June 2007 were $1,156.
Ayaz Khan provided $10,000 unsecured, interest free and repayable on demand loan to Jutt Holdings Limited. This amount was fully repaid during the year.
Alvin Tan provided $20,000 unsecured, interest free and repayable on demand loan to Jutt Holdings Limited. This amount was fully repaid during the year. Alvin Tan was paid $30,000 for providing consulting services to Jutt Holdings Limited for the financial year after he resigned as Director.
There were no further transactions with Key Management Personnel not disclosed above.
19
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
Note 6 Auditors’ Remuneration
| Remuneration of the auditor of the parent entity for: — — (a) (b) (c) (d) Note 27a Note 27a — 26d Note — 23b (a) Percentage Owned (%) 2007 100 100 wholly-owned entities Cash and Cash Equivalents year used in calculating basic EPS Note 8 Note 9 Trade and Other Receivables NON-CURRENT auditing or reviewing the financial report Amounts receivable from: Basic loss per share (cents) Diluted loss per share (cents) Loss per Share Note 7 Weighted average number of ordinary shares outstanding during the Trade receivables due diligence services Net loss used in the calculation of basic loss per share and diluted loss per share Note 10 Other Financial Assets shares in controlled entities Australia Subsidiaries of Jutt Holdings Limited: Jutt Resources Pty Ltd Australia Juranium Limited CURRENT Country of Incorporation Note 11 Controlled Entities Consolidated Controlled Entities* Parent Entity: Australia Jutt Holdings Limited Unlisted investments, at cost NON CURRENT Cash at bank |
Economic Entity Parent Entity 2007 $ 2007 $ 12,000 12,000 6,600 6,600 |
|---|---|
| 18,600 18,600 |
|
| Economic Entity 2007 (5.40) (5.40) $(770,126) 14,260,894 Economic Entity Parent Entity 2007 $ 2007 $ 2,971,891 2,971,891 Economic Entity Parent Entity 2007 $ 2007 $ 27,042 25,747 - 654,906 Economic Entity Parent Entity 2007 $ 2007 $ - 214,011 |
- Percentage of voting power is in proportion to ownership
(b) Acquisition of Controlled Entities
On 27 November 2006, the parent entity acquired 100% of Jutt Resources Pty Ltd, for purchase consideration as outlined in note 23b.
Juranium Limited, a 100% wholly owned subsidiary was incorporated on 27 June 2007.
Note 12 Plant and equipment
Non-Current Plant and equipment At cost Accumulated depreciation
| Note 3 |
Economic Entity Parent Entity 2007 $ 2007 $ 14,015 11,778 (584) (413) |
|---|---|
| 13,431 11,365 |
20
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
Movements in Carrying Amounts
Movements in carrying amounts for each class of Plant and equipment between the beginning and the end of the current financial year.
| Plant and equipment 3 Note Non-Current 23b # Details of shares and options issue to acquire the interest in various tenements are disclosed in Note 22c. The recoverability of Exploration & evaluation costs is dependent upon further exploration and exploitation of commercially viable mineral deposits. Note 23b 3 Note 13 Depreciation expense Net carrying value Exploration & evaluation costs At cost Goodwill Exploration & evaluation costs Movements in carrying amounts for each class of intangible assets between the beginning and the end of the current financial year: Accumulated impairment Total intangible assets Balance at the beginning of year Impairment losses Closing carrying value at the end of year Balance at the beginning of year Intangible Assets At cost Additions # Goodwill on acquisition Carrying amount at the end of year Additions Additions Closing carrying value at 30 June 2007 Carrying amount at the beginning of year Movements in Carrying Amounts Net carrying value |
Economic Entity Parent Entity 2007 $ 2007 $ - - 14,015 11,778 (584) (413) |
|---|---|
| 13,431 11,365 |
|
| Economic Entity Parent Entity 2007 $ 2007 $ 2,155,951 1,420,951 |
|
| 2,155,951 1,420,951 |
|
| 57,608 - (57,608) - |
|
| - - |
|
| 2,155,951 1,420,951 |
|
| Economic Entity Parent Entity 2007 $ 2007 $ - - 2,155,951 1,420,951 |
|
| 2,155,951 1,420,951 |
|
| Economic Entity Parent Entity 2007 $ 2007 $ - - 57,608 - (57,608) - |
|
| - - |
Impairment Disclosures
The recoverable amount of Goodwill on acquisition is determined based on value-in-use, using a present value cash flow projection over 5 years.
Goodwill on acquisition was impaired as it is not probable that the entity will generate positive cashflow in the future periods.
Note 14 Other Assets
| Note 27 Joint Venture Payable Current Note 16 Other Financial Liabilities CURRENT Trade and Other Payables Note 15 CURRENT Sundry payables and accrued expenses Prepayments Trade payables |
Economic Entity Parent Entity 2007 $ 2007 $ 23,951 22,003 Economic Entity Parent Entity 2007 $ 2007 $ 59,933 59,933 43,640 43,377 |
|---|---|
| 103,573 103,310 |
|
| Economic Entity Parent Entity 2007 $ 2007 $ 200,000 200,000 |
Pursuant to Joint Venture Agreement between Jutt Holdings Limited ('Jutt') and Onslow Mineral Limited, Jutt bears costs associated soly with the Onslow Project according to an approved budget. The above Joint Venture Payable refers to exploration and evaluation expenditure incurred by the Onslow Joint Venture payable by Jutt.
21
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
Note 17 Deferred Tax Assets And Liabilities
| Note Unrecognised deferred tax assets and liabilities are attributable to the following: DEFERRED TAX ASSETS Plant & equipment Provisions Accruals Share based payments Tax losses not brought to account 4 DEFERRED TAX LIABILITIES Prepayments |
Economic Entity Parent Entity 2007 $ 2007 $ 41 12 1,619 1,619 13,092 73,013 1,313 1,313 240,639 219,260 (7,185) (6,601) |
|---|---|
| 249,519 288,616 |
The Company does not recognise deferred tax assets as it is not probable that sufficient taxable amounts will be available in future periods in which to be offset.
Note 18 Provisions
| CURRENT NON-CURRENT Non-current Analysis of Total Provisions Current Balance at end of the year Additional provisions raised during year Opening balance at beginning of year Balance at end of the year Additional provisions raised during year Opening balance at beginning of year Employee Entitlements Employee Entitlements |
Economic Entity Parent Entity 2007 2007 $ $ - - 5,274 5,274 |
|---|---|
| 5,274 5,274 |
|
| - - 124 124 |
|
| 124 124 |
|
| Economic Entity Parent Entity 2007 $ 2007 $ 5,274 5,274 124 124 |
|
| 5,398 5,398 |
Provision for Employee Entitlements
A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits has been included in Note 1 to this report.
Note 19 Issued Capital
| Consolidated and the Company (a) Transaction costs relating to share issues (i) Ordinary shares fully paid Options over ordinary shares Shares issued to acquire tenement interest 30-Nov-06 Shares issued at initial public offering 20-Apr-07 Shares issued to Director Shares issued to Director 2007 At reporting date 06-Feb-07 13-Oct-06 Shares issued on incorporation Shares issued to Director Shares issued to seed investors Shares issued to acquire Jutt Resources Pty Ltd Details Ordinary Shares fully paid At the beginning of reporting period Shares issued during year 28-Jun-07 25-Jan-07 22-Dec-06 27-Nov-06 23-Apr-07 Shares issued to Key Management Personnel |
Economic Entity Parent Entity Note 2007 $ 2007 $ 19a 5,445,045 5,445,045 19b 208,376 208,376 5,653,421 5,653,421 2007 2007 No. $ - - 19a (i) 43,480,297 5,893,099 - (448,054) 43,480,297 5,445,045 Number Issue Price $ 2 100.000 13,353,999 0.016 462,000 0.065 500,000 0.010 400,000 0.065 1,000,000 0.065 20,000,000 0.200 7,564,296 0.200 200,000 0.200 43,480,297 200 $ 65,000 26,000 30,030 5,893,099 214,010 1,512,859 4,000,000 5,000 40,000 |
Economic Entity Parent Entity 2007 $ 2007 $ 5,445,045 5,445,045 208,376 208,376 |
|---|---|---|
| 5,653,421 5,653,421 |
||
| 2007 2007 No. $ - - 43,480,297 5,893,099 - (448,054) |
||
| 43,480,297 5,445,045 |
||
| 5,893,099 |
22
JUTT HOLDINGS LIMITED ABN: 28 122 180 205
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
- (b) Share Options over Ordinary Shares
| Sh | are Options over Ordinar | y Shares | 2007 | 2007 | |||
|---|---|---|---|---|---|---|---|
| No. | $ | ||||||
| At | the beginning of reporting period | - | - | ||||
| Options issued during year | 19b (i) | 1,957,148 | 208,376 | ||||
| At | reporting date | 1,957,148 | 208,376 | ||||
| (i) | 2007 | Details | Number | Issue Price $ | $ | ||
| 23-Apr-07 | Unlisted Options issued to acquire tenement interest |
1,457,148 | 0.14 |
204,001 | |||
| 23-Apr-07 | Unlisted Options issued to Director # |
500,000 | 0.14 |
4,375 |
The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the table above. Details of valuation of unlisted options are disclosed in note 24(b)
| Exercise price Expiry date $ 0.20 22-Apr-11 0.20 30-Nov-10 Unlisted Options (JUTAB) Unlisted Options (JUTAC) |
Balance at beginning of year Issued during the year Exercised during the year Cancelled during the year Balance at end of year No. No. No. No. No. - 1,457,148 - - 1,457,148 - 500,000 - - 500,000 |
|---|---|
| - 1,957,148 - - 1,957,148 |
(c) Terms and conditions of equity
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.
Ordinary shares entitle their holder to one vote, either in person or by proxy, at a shareholder meeting of the Company.
Options
Options do not have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.
Options do not entitle their holder to vote at a shareholder meeting of the Company.
Shares allotted pursuant to an exercise of options shall rank from the date of allotment, equally with existing shares of the Company in all respects.
Note 20 Capital and Leasing Commitments
Exploration expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Company is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements. Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows:
| (a) (b) Rental expenditure contracted for is payable as follows: — not later than 12 months — greater than 5 years — between 12 months and 5 years — not later than 12 months — between 12 months and 5 years — greater than 5 years Commitments for minimum expenditure are scheduled as follows: |
Economic Entity Parent Entity 2007 $ 2007 $ 35,871 25,522 118,097 84,409 37,026 37,026 |
|---|---|
| 190,994 146,957 |
|
| 384,000 244,000 1,494,000 1,004,000 330,000 330,000 |
|
| 2,208,000 1,578,000 |
Joint venture commitments
(a) Jutt Resources Pty Ltd ('Jutt') entered a Joint Venture Agreement with Ourwest Corporation Pty Ltd and Liberty Mining Corporation Pty Ltd to earn a 70% Participating Interest. A condition to being granted its 70% Participating Interest requires that Jutt spends a minimum of $750,000 on mining exploration activities within three years from 26 April 2007. To acquire a further 20% interest (thereby increasing its total Participating Interest to 90%), Jutt is required to pay a further $500,000 and shares to value of $1,000,000.
(b) Pursuant to a deed between Mr Paul Askins, Mr James Stewart and Golden Archer Pty ltd ('the Vendors') and Minemakers Australia NL ('Minemakers'), Jutt Holdings Limited ('Jutt') acquired an option to take up an initial 60% interest in Tay-Munglinup Tenements for consideration of $375,000.
Jutt Holdings Limited is required to pay Vendors $75,000 on the first anniversary of the listing of Minemakers, namely 10 October 2007, $150,000 on the second anniversary date and any subsequent anniversary dates. Half of the total of these payments will be deducted from the purchase price. The payments will continue until the earlier of the Option being exercised or the full purchase price being repaid. the issue of Company shares to 'the vendors' will satisfy any of these payments.
Jutt also agreed to allot Minemakers or its nominee 400,000 ordinary shares and 300,000 options. The shares and options were issued to Minemakers Limited on 21 August 2007. Before the option is exercised the Company is required to meet the minimum expenditure requirements and pay 75% of any of the fees or costs associated with the Tay-Munglinup Tenements.
Note 21 Contingent Liabilities and Contingent Assets
Other than as disclosed above in note 20 under Joint venture commitments, In the Director's opinion, there were no contingent liabilities and contingent assets as at 30 June 2007.
Note 22 Segment Reporting
Business Segments
The consolidated entity's main business segment is resources exploration, focusing on several base and precious metals resources.
Geographical Segments
All of the consolidated entity's corporate affairs are conducted in Australia.
23
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
Note 23 Cash Flow Information
| (a) (Increases)/Decreases in Accounts Receivable Cash flow from operations (Increases)/Decreases in Other Current Assets Loss for the period Add back write-down of goodwill Add back interest from other parties Add back equity issued for nil consideration Add back Provisions Reconciliation of Cash Flow from Operations with Loss Add back interest on inter-Company loans Add back depreciation expense Increases/(Decreases) in Accounts Payable |
Economic Entity Parent Entity 2007 $ 2007 $ (770,126) (641,255) 584 413 - (7,107) 210 - 57,608 - 130,576 130,575 5,398 5,398 (26,702) (25,748) (23,951) (22,003) 296,895 292,310 |
|---|---|
| (329,508) (267,417) |
(b) Acquisition of Entities
On 27 November 2006, Jutt Holdings Limited acquired 100% of Jutt Resources Pty Ltd. The basis of the acquisition was that shareholders of Jutt Resources would receive 1 Jutt Holdings Ltd share for every 1 Jutt Resources Pty Ltd share. Details of this transaction are:
| Cash & cash equivalents Assets and liabilities held at acquisition date: Purchase consideration Receivables Payables 13,353,999 shares issued |
2007 $ 214,010 86,529 44,873 25,000 |
|---|---|
| 156,402 |
The fair value of each of the assets acquired above is deemed to be the carrying value of those assets within the acquiree's book at the date of acquisition.
| Note Impairment of goodwill 13 Total movement in Goodwill on the Balance Sheet Net cash effect Cash consideration paid (incl. costs) Cash & cash equivalents included in net assets acquired Cash received for purchase of Controlled entity as reflected in the Consolidated Financial Report Goodwill on consolidation |
57,608 (57,608) |
|---|---|
| - | |
| - 86,529 |
|
| 86,529 |
(c) Non-cash Financing and Investing Activities Shares & Options issue
On 23 April 2007 a total of 7,564,296 ordinary shares and 1,457,148 unlisted options were issued as part of the consideration for the acquisition of the interest in various tenements. The share issue price was 20 cents each. The unlisted option price was 0.14 cents each calculated by using a Black Scholes option pricing model as set out in Note 24b. The value of the above issued shares was $1,512,859. The value of the above issued unlisted options was $204,000. These shares and options issue are not reflected in the cash flow statement.
Note 24 Share-based Payments
(a) Shares and Options Granted to Directors or Key Management Personnel
A total of 2,100,000 shares and 500,000 unlisted options were granted to Directors or Key Management Personnel during the period. Details of shares and options issue have been disclosed in Section C & D of the Remuneration Report in the Directors Report on page 8 to 9.
(b) Fair value of Options granted
The assessed fair value at grant date of options granted during the period was 0.14 cents per options. The fair value at grant date is determined using a Black-Scholes option pricing mode which takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, and the risk free interest rate for the term of the option.
The weighted average model inputs used for options granted during the period included:
| Weighted average exercise price | $0.20 |
|---|---|
| Weighted average life of the option | 3.9 years |
| Underlying share price | $0.20 |
| Expected share price volatility | 100.00% |
| Risk free interest rate | 6.12% |
| Expected dividend yield | Nil |
The Company was admitted to ASX on 26 April 2007, it does not have sufficient information on historical volatility, therefore the expected share price volatility is based on historic volatility of other mining companies of similar market cap following a comparable period in their lives.
(c) Expenses arising from share-based payment transactions
Total expenses arising from share based payment transactions recognised during the period were as follows:
Economic Entity Parent Entity 2007 2007 $ $ 130,375 130,375
Shares and Options issued to Directors or Key Management Personnel
24
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
Note 25 Events After the Balance Sheet Date
On 6 July 2007, Juranium Limited, a fully owned subsidiary of the Company issued performance based shares to Executive Exploration Director Cyril Geach. The share issue was approve by shareholder of Juranium Limited. Juranium Limited is now owned 91% by Jutt Holdings Limited and 9% by Cyril Geach.
On 1 August 2007, the Company lodged a prospectus to offer its shareholders the right to participate in a non-renounceable entitlement issue of 4 options for every 5 shares held at an issue price of one cent per option at a 20 cent exercise price expiring on 31 July 2009. The entitlement issue was completed on 10 September 2007 raising $347,842 before costs. The purpose of the entitlements issue is to raise funds for initial exploration on the Tay-Munglinup Tenements.
On 21 August 2007, the Company issued 400,000 Fully Paid Ordinary Shares and 300,000 Unlisted Options to Minemakers Limited pursuant to the Tay-Munglinup Deed disclosed in Note 20 to Financial Statements on page 23. The exercise price of the Options is 30 cents expiring on 10 October 2008.
Note 26 Related Party Transactions
Economic Entity Parent Entity 2007 2007 $ $
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
(a) Ultimate Parent Company The ultimate parent entity within the group is Jutt Holdings Limited which incorporated in Australia.
- (b) Subsidiaries Interests in subsidiaries are set out in note 11
(c) Key Management Personnel Disclosures relating to Key Management Personnel are set out in note 5.
(d) Loans to / from related parties Loans made by Jutt Holdings Limited to wholly owned subsidiaries 654,906
The loan was unsecured, at interest rate of 7.55% p.a. and repayable on demand. There were no repayments made during the year.
Note 27 Financial Instruments
(a) Interest Rate Risk The economic entity's exposure to interest rate risk, which is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:
| Weighted Average Effective Interest Rate 6.28% - - - Financial Assets: 2007 Financial Liabilities: Trade and other receivables Cash and cash equivalents Total Financial Assets Trade and other payables Total Financial Liabilities Financial Liabilities |
Floating Interest Rate $ Fixed Interest Rate Within Year $ Fixed Interest Rate 1 to 5 years $ Fixed Interest Rate Over 5 years $ Non-Interest Bearing $ Total $ 2,971,891 - - - - 2,971,891 - - - 27,042 27,042 |
|---|---|
| 2,971,891 - - - 27,042 2,998,933 |
|
- - - 59,933 59,933 - - - - 200,000 200,000 |
|
| - - - - 259,933 259,933 |
- (b) Credit Risk
Financial assets, which potentially expose the economic entity to concentrations of credit risk, consist primarily of cash and cash equivalents and term deposits over three months The economic entity's cash and cash equivalents are placed with high credit quality financial institutions. Accordingly, the Directors believe the economic entity has no significant concentration of credit risk.
(c) Net Fair Values The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their respective fair values determined in accordance with the accountin policies disclosed in note 1.
Note 28 Change In Accounting Policy
The following accounting standard have been issued or amended and are applicable to the parent and consolidated group but are not yet effective. They have not been adopted in preparation of the financial statement at reporting dates.
| Application Date | Application Date |
||||
|---|---|---|---|---|---|
| AASB Amendment | Standard Affected | Outline of Amendment | of Standard | for Group | |
| AASB 2005-10 Amendment to | AASB 1 | First time adoption of AIFRS | The disclosure requirements of AASB | 01-Jan-07 | 01-Jul-07 |
| Australian Accounting Standard | AASB 4 | Insurance Contracts | 132: Financial Instruments: Disclosure | ||
| AASB 101 | Presentation of Financial | and Presentation have been replaced | |||
| Statements | due to the issuing of AASB 7: Financial | ||||
| AASB 114 AASB 117 AASB 133 AASB 1023 AASB 1038 AASB 139 |
General Insurance Contracts Life Insurance Contracts Financial Instruments: Recognition and Measurement Segment Reporting Leases Earnings per Share |
Instruments: Disclosure in August 2005. These amendments will involve changes to financial instrument disclosures within the financial report. However, there will be no impact on amounts included in the financial report as it is a disclosure standard. |
|||
| AASB 7 Financial instruments: | AASB 132 | Financial Instruments: | As Above | 01-Jan-07 | 01-Jul-07 |
| Disclosure | Disclosure and Presentation |
25
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007
Note 29 Company Details
The registered office of the Company is: Suite 1 1233 High Street Armadale VIC 3143, Australia
The principal place of business of the Company is: Level 1 35 Richardson Street West Perth WA 6005, Australia
26
JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS’ DECLARATION
The Directors of the Company declare that:
-
the financial statements and notes, as set out on pages 12 to 26, are in accordance with the Corporations Act 2001 and:
-
(a) comply with Accounting Standards and the Corporations Regulations 2001; and (b) give a true and fair view of the financial position as at 30 June 2007 and of the performance for the year ended on that date of the Company and economic entity;
-
the Chief Executive Officer and Chief Finance Officer have each declared that: (a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;
-
(b) the financial statements and notes for the financial year comply with the Accounting Standards; and (c) the financial statements and notes for the financial year give a true and fair view.
-
in the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the board of directors.
==> picture [452 x 103] intentionally omitted <==
----- Start of picture text -----
Director
Ayaz Khan
Dated this 27th day of September 2007
----- End of picture text -----
27
==> picture [153 x 46] intentionally omitted <==
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF JUTT HOLDINGS LIMITED AND CONTROLLED ENTITIES
ABN 28 122 180 205
Report on the Financial Report
We have audited the accompanying financial report of Jutt Holdings Limited (the company) and Jutt Holdings Limited and Controlled Entities (the consolidated entity), which comprises the balance sheet for the period ended 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
As permitted by the Corporations Regulations 2001, the company has disclosed information about the remuneration of directors and executives (remuneration disclosures), required by Accounting Standard AASB 124: Related Party Disclosures, under the heading “Remuneration Report” in the directors’ report and not in the financial report.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud and error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards (AIFRS) ensures that the financial report, comprising the financial statements and notes, complies with IFRS.
The directors also are responsible for preparation and presentation of the remuneration disclosures contained in the directors’ report in accordance with the Corporations Regulations 2001.
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. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free of material misstatement and that the remuneration disclosures in the directors’ report comply with Accounting Standard AASB 124.
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 risk of material misstatement of the financial report, whether due to fraud or error.
Webb Audit Pty Ltd A member of the Webb Group ABN 59 116 151 136 Cnr Toorak & Auburn Roads Hawthorn East Vic 3123 Australia PO Box 185 Toorak Vic 3142 Australia Telephone +61 3 9822 8686 Facsimile +61 3 9824 8578 [email protected] www.webbgroup.com.au
28
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF JUTT HOLDINGS LIMITED AND CONTROLLED ENTITIES
ABN 28 122 180 205
(Continued)
In making those assessments, the auditor consider internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the overall presentation of the financial report and the remuneration disclosures in the directors’ report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our review, we have complied with applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.
Auditor’s Opinion
In our opinion:
-
the financial report of Jutt Holdings Limited and Jutt Holdings Limited and Controlled Entities is in accordance with the Corporations Act 2001 , including:
-
i. giving a true and fair view of the company’s and the consolidated entity’s financial position for the period 13 October 2006 to 30 June 2007 and of their performance for the year ended on that date; and
-
ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ;
-
the remuneration disclosures that are contained in the directors’ report comply with Accounting Standard AASB 124 Related Party Disclosures.
==> picture [126 x 91] intentionally omitted <==
Jeffrey Luckins Director Webb Audit Pty Ltd
Dated in Melbourne, Australia on this 27[th] day of September 2007
29
SHAREHOLDER INFORMATION AS AT 10 SEPTEMBER 2007
NUMBER OF HOLDERS OF EQUITY SECURITIES
Ordinary Shares
23,522,923 quoted fully paid ordinary shares (JUT) are held by 362 individual shareholders
135,000 fully paid ordinary shares (JUTAQ) escrowed until 27 September 2007, are held by 1 individual shareholder 155,250 fully paid ordinary shares (JUTAS) escrowed until 5 October 2007, are held by 1 individual shareholder 207,692 fully paid ordinary shares (JUTAU) escrowed until 10 October 2007, are held by 1 individual shareholder 623,700 fully paid ordinary shares (JUTAY) escrowed until 23 October 2007, are held by 2 individual shareholders 155,769 fully paid ordinary shares (JUTAW) escrowed until 9 November 2007, are held by 2 individual shareholders 311,850 fully paid ordinary shares (JUTAZ) escrowed until 29 November 2007, are held by 3 individual shareholders 7,564,296 fully paid ordinary shares (JUTAA) escrowed until 22 April 2008, are held by 4 individual shareholders 11,063,817 fully paid ordinary shares (JUTAI) escrowed until 26 April 2009, are held by 7 individual shareholders All ordinary shares carry one vote per share
Options
34,784,237 options (JUTO) exercisable at $0.20 on or before 31 July 2009, are held by 319 individual shareholders 300,000 options (JUTAM) exercisable at $0.30 on or before 10 October 2008, are held by 1 individual shareholder 500,000 options (JUTAC) exercisable at $0.20 on or before 30 November 2010, are held by 1 individual shareholder 1,457,148 options (JUTAB) exercisable at $0.20 on or before 22 April 2011, are held by 1 individual shareholder
Options do not carry a right to vote. Voting rights will be attached to the unissued shares when the options have been exercised.
DISTRIBUTION OF HOLDERS IN EACH CLASS OF EQUITY SECURITIES
| Fully paid ordinary shares | |
|---|---|
| 1 - 1,000 | 5 |
| 1,001 - 5,000 | 19 |
| 5,001 - 10,000 | 52 |
| 10,001 - 100,000 | 250 |
| 100,001 - and over | 57 |
| Total number of shareholders | 383 |
| Unmarketableparcels | - |
| Listed Options | |
| 1 - 1,000 | - |
| 1,001 - 5,000 | 12 |
| 5,001 - 10,000 | 43 |
| 10,001 - 100,000 | 219 |
| 100,001 - and over | 45 |
| Total number of listed optionholders | 319 |
30
SHAREHOLDER INFORMATION AS AT 10 SEPTEMBER 2007
TWENTY LARGEST HOLDERS OF QUOTED SECURITIES
| Fully Paid Ordinary Shares | |||
|---|---|---|---|
| Shareholders | Number | % | |
| 1 | KHAN AYAZ | 4,585,001 | 10.45 |
| 2 | LIBERTY MINING LTD | 3,000,000 | 6.84 |
| 3 | MERRILL LYNCH AUST NOM PL | 2,956,047 | 6.74 |
| 4 | ONSLOW MINERALS LTD | 2,914,296 | 6.64 |
| 5 | OSTLE INV PL | 2,249,999 | 5.13 |
| 6 | STRAIGHT INV SA | 1,650,000 | 3.76 |
| 7 | SEASPIN PL | 1,500,000 | 3.42 |
| 8 | KYLA PL | 1,500,000 | 3.42 |
| 9 | AT GROWTH EQUITIES SDN BH | 1,500,000 | 3.42 |
| 10 | KHAN AFIA | 607,955 | 1.39 |
| 11 | BARNES GREGORY BENNETT | 500,000 | 1.14 |
| 12 | YU ZHI XIN | 500,000 | 1.14 |
| 13 | FINDLAY & CO STOCKBROKERS | 500,000 | 1.14 |
| 14 | J TAYLOR NOM PL | 500,000 | 1.14 |
| 15 | RANTI CAROLINE | 462,000 | 1.05 |
| 16 | GEACH CYRIL LESLIE | 400,000 | 0.91 |
| 17 | MINEMAKERS LTD | 400,000 | 0.91 |
| 18 | HII CHAI PING | 311,850 | 0.71 |
| 19 | BOOMORBUST PL | 307,692 | 0.70 |
| 20 | MCKEE CLIVE | 307,692 | 0.70 |
| 26,652,532 | 60.75 | ||
| Listed Options | |||
| Option holders | Number | % | |
| 1 | FINDLAY & CO STOCKBROKERS | 6,334,900 | 18.21 |
| 2 | LIBERTY MINING LTD | 2,400,000 | 6.90 |
| 3 | ONSLOW MINERALS LTD | 2,331,436 | 6.70 |
| 4 | KHAN AYAZ | 2,237,062 | 6.43 |
| 5 | OSTLE INV PL | 1,799,999 | 5.17 |
| 6 | SEASPIN PL | 1,200,000 | 3.45 |
| 7 | KYLA PL | 1,200,000 | 3.45 |
| 8 | STRAIGHT INV SA | 628,537 | 1.81 |
| 9 | AT GROWTH EQUITIES SDN BH | 540,524 | 1.55 |
| 10 | KHAN AFIA | 486,364 | 1.40 |
| 11 | YU ZHI XIN | 400,000 | 1.15 |
| 12 | J TAYLOR NOM PL | 400,000 | 1.15 |
| 13 | RANTI CAROLINE | 369,600 | 1.06 |
| 14 | GEACH CYRIL LESLIE | 320,000 | 0.92 |
| 15 | HII CHAI PING | 249,480 | 0.72 |
| 16 | BOOMORBUST PL | 246,153 | 0.71 |
| 17 | MCKEE CLIVE | 246,153 | 0.71 |
| 18 | SIMONS ADAM MARK | 236,000 | 0.68 |
| 19 | TAN LEONG | 200,000 | 0.57 |
| 20 | YEO MUN SIONG | 200,000 | 0.57 |
| 22,026,208 | 63.31 | ||
| UNQUOTED EQUITY SECURITIES HOLDINGS GREATER THAN 20% | |||
| Unlisted Options | |||
| Unlisted Option holders | Number | % | |
| 1 | ONSLOW MINERALS LIMITED | 1,457,148 | 64.56 |
| 2 | GEACH CYRIL LESLIE | 500,000 | 22.15 |
| 1,957,148 | 86.71 |
SUBSTANTIAL SHAREHOLDERS
The names of substantial shareholders who have notified the Company in accordance with Section 671B of the Corporations Act are:
AYAZ KHAN LIBERTY MINING LTD ONSLOW MINERALS LIMITED OSTLE INV PL
4,585,001 Ordinary Shares 3,000,000 Ordinary Shares 2,914,296 Ordinary Shares 2,249,999 Ordinary Shares
31
SHAREHOLDER INFORMATION AS AT 10 SEPTEMBER 2007
SHAREHOLDER ENQUIRIES
Shareholders with enquiries about their shareholders should contact the share registry:
Security Transfer Registrars 770 Canning Highway Applecross Western Australia 6153, Australia Telephone (61 8) 9315 2333 Facsimile (61 8) 9315 2233 Email: [email protected]
CHANGE OF ADDRESS, CHANGE OF NAME, CONSOLIDATION OF SHAREHOLDINGS
Shareholders should contact the Share Registry to obtain details of the procedure required for any of these changes.
REMOVAL FROM THE ANNUAL REPORT MAILING LIST
Shareholders who do not wish to receive the Annual Report should advise the Share Registry in writing. These shareholders will continue to receive all other shareholder information.
TAX FILE NUMBERS
It is important that Australian resident shareholders, including children, have their tax file number or exemption details noted by the Share Registry.
CHESS (Clearing House Electronic Subregister System)
Shareholders wishing to move to uncertified holdings under the Australian Stock Exchange CHESS system should contact their stockbroker.
UNCERTIFICATED SHARE REGISTER
Shareholding statements are issued at the end of each month that there is a transaction that alters the balance of your holding.
SCHEDULE OF INTERESTS IN MINING TENEMENTS
As at 30 June 2007, mineral exploration tenements applied for or granted to the Company, or mineral exploration tenements in which the Company has an interest are as follows:
| Area of Interest | Tenements | Economic Entity's Interest |
|---|---|---|
| Onslow Project | ML08/272 | 10% |
| Onslow Project | ML08/273 | 10% |
| Liberty-indee Project | E47/760 | Options to earn 70% |
| Liberty-indee Project | E47/1209 | Options to earn 70% |
| Kooline Project | E08/1515 | 100% |
| Tay-Munglinup Project | E74/310 | Options to earn 60% |
| Tay-Munglinup Project | E74/317 | Options to earn 60% |
| Tay-MunglinupProject | E74/318 | Options to earn 60% |
Key: E = Exploration Licence, M = Mining Lease
LISTING RULE 4.10.19 DISCLOSURE
The Company has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives.
32
CORPORATE DIRECTORY
DIRECTORS
Charles Morgan Ayaz Khan Cyril Geach
Non-Executive Chairman Managing Director Executive Exploration Director
COMPANY SECRETARY Phillip Hains
AUDITORS
Webb Audit Pty Ltd 465 Auburn Road Hawthorn East, VIC 3123
REGISTERED OFFICE
Suite 1 1233 High Street Armadale VIC 3143, Australia
SOLICITORS
Oakley Thompson & Co Level 17, 500 Collins Street Melbourne, Victoria, 3000, Australia
PRINCIPLE PLACE OF BUSINESS
Level 1 35 Richardson Street West Perth WA 6005, Australia
SHARE REGISTRY
Security Transfer Registrars 770 Canning Highway Applecross Western Australia 6153, Australia Telephone (61 8) 9315 2333 Facsimile (61 8) 9315 2233 Email: [email protected]
SECURITIES QUOTED
Code: JUT Shares JUTO Options
WEBSITE
www.juttholdings.com
33