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ENECO REFRESH LTD — Annual Report 2007
Sep 27, 2007
64874_rns_2007-09-27_f919f7ed-bd38-454e-8ad4-7b1d06cad0c0.pdf
Annual Report
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ANNUAL REPORT 2007
Refresh Group Limited and its controlled entities
Contents
CHAIRMAN’S REVIEW...................................................................................................................... 2 DIRECTORS’ REPORT........................................................................................................................ 3 AUDITORS’ INDEPENDENCE DECLARATION............................................................................ 10 INCOME STATEMENT ..................................................................................................................... 11 BALANCE SHEET.............................................................................................................................. 12 CASH FLOW STATEMENT .............................................................................................................. 13 STATEMENT OF CHANGES IN EQUITY ....................................................................................... 14 NOTES TO THE FINANCIAL STATEMENTS................................................................................. 16 DIRECTORS’ DECLARATION......................................................................................................... 50 INDEPENDENT AUDIT REPORT .................................................................................................... 51 CORPORATE GOVERNANCE STATEMENT……………………………………………………..53 SHAREHOLDER INFORMATION………………………………………………………………….56 CORPORATE DIRECTORY .............................................................................................................. 58
Refresh Group Ltd – Annual Report 2007
1
Chairman’s Review
Dear Shareholders
This is the first time that Refresh Group Ltd (“Refresh”) has operated for a full year as a listed company. The financial year saw a growth in revenue of 21% with increased sales across the board in all locations.
Unfortunately, the resources boom in Western Australia has caused major challenges with regard to labour and transport costs resulting in much higher operating costs in Perth. So despite the growth in sales these and other factors have impacted your company’s profits quite substantially.
Corporate expenses and trading losses at the other locations resulted in an overall operating loss of $948,000 for the year. Associate companies are equity accounted and this added a further $298,000 to the loss. This included writing off our investment in Relish Australia Pty Ltd.
Subsequent to the listing, the Board looked at several merger and acquisition opportunities. In addition, we incurred substantial fees as we set up systems to comply with corporate governance requirements. This resulted in higher than normal professional fees of $235,000.
Only one acquisition was made during the financial year - Hydr8 Custom Labelled Bottled Water , one of our principal customers. However, subsequent to the end of financial year, we acquired the bottled water division of Sun Shower Springs Pty Ltd which operates in Brisbane.
Over the past year, we upgraded our plants and established the right infrastructure to take the company to new heights. From this point onwards we will seek to consolidate and continue our growth. We have a good product and with a good team, will work towards turning the company around.
The WA economic boom brought increased costs but it also heralded a period of significant growth in real estate values. Your Board has therefore decided to capitalise the gain in value of the Perth property and use this profit to further grow the business.
On behalf of the Refresh Board, I thank you for your continuing support of your company. I would also like to thank the management and staff, many of whom are also shareholders, for their dedication and contribution to the company.
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Henry Heng Executive Chairman
Refresh Group Ltd – Annual Report 2007
2
Directors’ Report
Directors
The directors of Refresh Group Ltd (“Refresh”) present the following report for the year ended 30 June 2007. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows.
The names and particulars of the directors of Refresh during or since the end of the year are:
| Name and | Experience and special responsibilities |
|---|---|
| Appointment | |
| Henry Heng | Henry Heng is a founding director of Refresh. |
| MBA, ACIB, G Dip PM | Henry started his career in banking and is an Associate of the Chartered Institute of Bankers, |
| Executive Chairman | London. He subsequently held management positions in multi-national corporations. Henry’s experience extends to small and medium enterprises, being founding partner of a chain of |
| child care centres and a distribution business in Singapore. He was a licensed securities | |
| dealer with the Singapore Stock Exchange. | |
| Henry is active in social and community services and was a volunteer migration agent. He has | |
| been on the Board of Grace AOG Church Perth, for the last 10 years. | |
| Henry holds a Master of Business Administration (Edith Cowan University), Graduate Diploma | |
| in Personnel Management (Singapore Institute of Management) and a Banking Diploma | |
| (Chartered Institute of Bankers). | |
| Appointed on 11 August 1997 | |
| Edmund Teo | Edmund Teo is a founding director of Refresh. |
| MAICD | Edmund had a successful career in journalism between 1974 and 1995. During this period |
| Executive Director | Edmund was a London Correspondent for The Straits Times newspapers in Singapore; Chief Transport Correspondent for The Straits Times; and Acting Assistant to the Editor of the |
| financial section of The Straits Times. He left the newspaper as an Executive Sub-Editor in | |
| 1993 to live in Australia. In Perth, he worked as a Sub-Editor with The West Australian | |
| newspapers from 1993 to 1995. In August 1997, Edmund bought into the Refresh Pure Water | |
| business. His key contribution to the company is to oversee the day-to-day running and | |
| operation of the business. | |
| Edmund holds Reporting Certificates with the British Institute of Careers (Australia) and the | |
| Graduate London School of Journalism. He is also a Member of the Australian Institute of | |
| Company Directors. | |
| Appointed on 11 August 1997 | |
| Murray Smith | Murray Smith is a Barrister and Solicitor who was admitted to the Bar in Western Australia in |
| LL B | 1968. |
| Murray’s extensive experience includes 8 years with the Crown Law Department of Western | |
| Independent Non-Executive Director |
Australia where he was involved in formulating draft uniform legislation such as the Companies Code and advising government ministers on constitutional issues. For the past 25 years he has operated his own legal practice and been the managing partner of other larger firms, working in all fields of law. His clients have included listed public companies, particularly |
| in the resources industry and government instrumentalities. | |
| Murray has been a director of both public and private companies and continues to be a | |
| director of private companies with interests in Asia. He is involved in conducting seminars in | |
| the field of business management, marketing and project management. | |
| Appointed on 18 July 2005 |
Leon Ivory served as Independent Non-Executive Chairman up to 28 November 06 but did not offer himself for reelection at the last Annual General Meeting.
Refresh Group Ltd – Annual Report 2007
3
Directors’ Report (continued)
The Company Secretary is:
Mary has more than 20 years of diverse management and consulting experience in areas of Mary Ang finance, tax and treasury, gained from her employment with multinational companies and B Acc international accounting firms including Unisys International and Ernst and Whinney. Company Secretary Mary graduated with a Bachelor of Accountancy from the National University of Singapore and is an Associate member of CPA Australia. She is also a Certified Public Accountant of the / Chief Financial Institute of Certified Public Accountants of Singapore. Officer
Appointed on 2/01/07
Gabriel Chiappini held the position of Company Secretary up to 2 January 07.
Refresh Group Ltd – Annual Report 2007
4
Directors’ Report (continued)
(a) Review of Operations
Refresh’s objective is to expand its distilled water operations across Australia and to have production and marketing facilities in all main capital cities. It currently has factories in Perth, Sydney, Melbourne, Toowoomba and Kalgoorlie. Having factories in multiple locations is necessary because Refresh’s primarily business is in the home and office segment of the bottled water market. With empty bottles having to be returned, being in multiple locations help cut down the cost of freight. Sales to country towns are through its wide network of distributors.
There are only 2 national bottled water companies in the home and office segment. Besides Neverfail, a whollyowned subsidiary of Coca-Cola Amatil, Refresh is the only other national player.
The capital injection from the IPO has enabled Refresh to upgrade and purchase a number of plants and equipment. This will improve its prices to supermarkets. Refresh currently supplies a few products to selected distribution centres of all three major supermarket chains. With its competitive advantage, Refresh will also appoint distributors to handle the route trade of convenience stores, cafes and delicatessens.
Refresh intends to review and fully exploit the potential of all existing products of the Company. At the same time, it will review and develop new markets and new channels of delivering its products to the discerning consumer.
(b) Results of Operations
The key financial results of the Company for the year are as follows:
| 30 June 2007 | |
|---|---|
| $ | |
| Revenue | 4,106,600 |
| Net Loss after tax | (1,253,201) |
| Total Assets | 5,577,345 |
| Total Equity | 4,063,338 |
(c) Significant Changes in State of Affairs
The following significant changes in the state of affairs of the consolidated entity occurred during the financial year:
- 1) On 15 December 2006, the Company purchased Hydr8 Custom Labelled Bottled Water for $70,000 in cash and 400,000 shares in Refresh Group Ltd.
(d) Principal Activities
The principal activity of Refresh during the year was the producer and distributor of distilled bottled water. There was no significant change in the nature of the activity of the entity during the year.
(e) Significant after Balance Date Events
After the end of financial year, Refresh acquired Sun Shower Springs in Brisbane. This will strengthen our presence in the eastern states.
No other matter or circumstance has arisen since the end of the financial year that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity, in future financial years.
5
Directors’ Report (continued)
(f) Likely Future Developments
For the coming financial year, we intend to consolidate our business in the cities we have operations. We regard the Refresh business as truly national in presence.
(g) Performance in Relation to Environmental Regulation
Federal and State governments regulate bottled water as a food product under the Australian and New Zealand Code Standard 08. All Refresh bottling plants meet the requirements stipulated in the Food Code.
In addition to collection of rain water where feasible, all bottling plants currently use state supplied water for purposes of steam-distilling them.
(h) Dividends
No dividend has been paid or declared for the year ended 30 June 2007. No dividend was paid in the prior year.
(i) Directors’ Meetings
The following table sets out the number of directors’ meetings held during the financial year and the number of meetings attended by each director.
| Directors | **Board Meetings ** | **Board Meetings ** |
|---|---|---|
| Held | Attended | |
| Leon Ivory Henry Heng Edmund Teo MurraySmith |
9 15 15 15 |
9 15 15 15 |
(j) Remuneration Report
The performance of Refresh depends upon the quality of its directors and executives. To achieve success, the company must attract, motivate and retain highly skilled directors and executives. To this end, the company proposes to adopt the following principles in its remuneration framework:
-
Provide competitive rewards to attract high calibre executives;
-
Link executive rewards to shareholder value and
-
Establish appropriate performance hurdles in relation to variable executive remuneration.
Remuneration for all directors is determined by the Board, within the maximum amount approved by shareholders from time to time. At present, the aggregate sum is fixed at a maximum of $100,000 per annum. In addition, executive directors are paid a salary. Directors and executives receive superannuation contributions which is currently 9%. Other than superannuation, there is no other retirement benefits scheme for non-executive directors.
To align the interests of the directors and senior management of Refresh, the Directors and Executives Option Scheme provides a cost-effective and efficient long-term incentive to them which is linked to the performance of the company. By rewarding executives with the issue of options, Refresh will be able to reward them without having to commit cash resources to do so. Directors and executives are granted options annually. This is to motivate them to pursue the long term growth and success of the company within an appropriate control framework and demonstrate a clear relationship between key executive performance and remuneration. Details of the scheme are found on Note 16 of the Financial Report.
6
Directors’ Report (continued)
(k) Directors and Executives Disclosure
(i) Remuneration of Directors
| Directors | Primary Post Employment Equity Other Total Salary & Fees Cash Bonus Non Monetary benefits Superann uation Retirement benefits Options $ $ $ $ $ $ $ $ |
|---|---|
| 30 June 2007 Mr L Ivory Mr H Heng Mr E Teo Mr M Smith Total 30 June 2006 Mr L Ivory Mr H Heng Mr E Teo Mr M Smith Total |
10,000 - - 900 - - - 10,900 85,210 - 1,674 7,669 - 4,425 1,346 100,324 57,802 - 1,231 5,202 - 3,540 1,616 69,391 5,450 - - 10,900 - 3,540 - 19,890 |
| 158,462 - 2,905 24,671 - 11,505 2,962 200,505 |
|
| 14,231 - - 1,281 - 6,360 - 21,872 76,904 - - 17,696 - 5,300 1,000 100,900 58,337 - - 5,250 - 4,240 - 67,827 5,906 - - 9,815 - 4,240 - 19,961 |
|
| 155,378 - - 34,042 - 20,140 1,000 210,560 |
(ii) Remuneration of Specified Executives
The senior management of Refresh includes:
Ms Mary Ang Chief Financial Officer and Company Secretary Mr D Hadi Group Marketing Director Mr J Humphreys State Director – Queensland Mr H Ho Operations Manager – Victoria Mr M Scott Business Manager – Western Australia
| Primary Post Employment Equity Other Total Salary & Fees Cash Bonus Non Monetary benefits Superan nuation Retirement benefits Options $ $ $ $ $ $ $ $ |
|
|---|---|
| 30 June 2007 Ms M Ang Mr D Hadi Mr H Ho Mr J Humphreys Mr M Scott Total 30 June 2006 Mr M Keong Mr D Hadi Mr H Ho Mr J Humphreys Mr M Scott Total |
45,695 - - 4,113 - 2,950 - 52,758 59,004 - 413 5,310 - 2,950 1,364 69,041 57,124 - - 4,856 - 2,213 - 64,193 29,500 - - 36,491 - 2,950 1,000 69,941 52,401 - 476 4,716 - 2,213 - 59,806 |
| 243,724 - 889 55,486 - 13,276 2,364 315,739 |
|
| 60,130 - - 5,287 - - - 65,417 57,659 - - 5,122 - 3,816 - 66,597 56,500 - - 4,767 - 2,756 - 64,023 19,585 - - 24,405 - 3,816 - 47,806 49,556 - - 4,419 - 3,180 - 57,155 |
|
| 243,430 - - 44,000 - 13,568 - 300,998 |
7
Directors’ Report (continued)
(iii) Remuneration: Options granted and vested during the year
During the financial year, options were granted as equity compensation benefits under the Directors and Executives Option Scheme (DEOS) to all directors and certain specified executives as disclosed below. The options were issued free of charge. Each option entitles the holder to subscribe for one fully paid ordinary share in the entity at an exercise price of $0.15.
| Vested Granted Terms & Conditions for each Grant Value per option at grant date Exercise price per share No. No. Grant Date ($) ($) Expiry Date |
|
|---|---|
| Directors: Mr H Heng Mr E Teo Mr M Smith Specified Executives: Ms M Ang Mr D Hadi Mr J Humphreys Mr H Ho Mr M Scott |
150,000 150,000 29/03/07 0.0295 0.15 28/03/08 120,000 120,000 29/03/07 0.0295 0.15 28/03/08 120,000 120,000 29/03/07 0.0295 0.15 28/03/08 100,000 100,000 29/03/07 0.0295 0.15 28/03/08 100,000 100,000 29/03/07 0.0295 0.15 28/03/08 100,000 100,000 29/03/07 0.0295 0.15 28/03/08 75,000 75,000 29/03/07 0.0295 0.15 28/03/08 75,000 75,000 29/03/07 0.0295 0.15 28/03/08 840,000 840,000 |
(iv) Shareholding of Directors and specified executives
Shares held in Refresh Group Ltd
| Balance 01-Jul-06 Granted as Remuneration Other Net Changes * Balance 30-June-07 Ord Pref Ord Pref Ord Pr ef Ord _Pref _ |
|
|---|---|
| Directors Mr H Heng Mr E Teo Mr. M Smith Specified Executives Ms M Ang Mr D Hadi Mr J Humphreys Mr H Ho Mr M Scott Total |
9,510,379 - - - 64,000 - 9,574,379 - 7,489,900 - - - 49,000 - 7,538,900 - 25,000 - - - - - 25,000 - - - - - 25,000 - 25,000 - 3,905,050 - - - 69,000 - 3,974,050 - 2,035,000 - - - 102,000 - 2,137,000 - 35,000 - - - - - 35,000 - 29,500 - - - - - 29,500 - |
| 23,029,829 - - - 309,000 - 23,338,829 - |
* Other net changes relate to general sales and purchases made on the open market.
All equity transactions with directors other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.
8
Directors’ Report (continued)
(l) Indemnifying Directors and Officers
The Company has taken out a Director’s and Officer’s Liability Insurance protecting directors and officers against claims resulting from management decisions.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify a director or officer of the Company or of any related body corporate against a liability incurred by such a director or officer.
(m) Non-audit Services
The directors are satisfied that the provision of non-audit services during the year by the auditors is compatible with the general standard of independence for auditors imposed by the Corporations Act.
The directors are satisfied that the provision of non-audit services did not compromise the auditor independence requirements of the Corporations Act.
Details of amount paid to auditors for audit and non-audit services provided during the year:
| Amounts received or due and receivable by PKF Perth for: • an audit or review of the financial report of the entity and any other entity in the consolidated entity • other services in relation to the entity and any other entity in the consolidated entity (a) tax compliance (b) assurance related • other services performed by entities controlled by the partners of PKF Perth for: (a) corporate advisory costs (b) tax consulting and restructure costs |
CONSOLIDATED PARENT 2007 2006 2007 2006 $ $ $ $ |
|---|---|
| 29,500 33,000 29,500 33,000 33,520 10,090 33,520 10,090 5,404 62,804 5,404 62,804 - 66,018 - 66,018 - 27,075 - 27,075 |
|
| 68,424 198,987 68,424 198,987 |
(n) Auditor’s Independence Declaration
The auditor’s independence declaration under section 370C is included on page 10 of the Directors’ Report.
Signed in accordance with a resolution of the directors made pursuant to s298 (2) of the Corporations Act 2001.
On behalf of the directors
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Henry Heng Executive Chairman PERTH, 28 September 2007
9
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AUDITOR'S INDEPENDENCE DECLARATION
As lead engagement partner for the audit of Refresh Group Limited for the year ended 30 June 2007, I declare that, to the best of my knowledge and belief, there have been:
-
(i) no contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit; and
-
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
PKF Chartered Accountants
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Neil Smith Partner
Dated at Perth, Western Australia 28[th] day of September 2007
PKF is a national association of independent chartered accounting and consulting firms, each trading as PKF. PKF Australia Ltd is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.
Tel: 61 8 9278 2222 | Fax: 61 8 9278 7700 | www.pkf.com.au West Australian Partnership | ABN 39 542 778 278 Level 7, BGC Centre | 28 The Esplanade | Perth | Western Australia 6000 | Australia PO Box Z5066 | St Georges Terrace | Perth | Western Australia 6831
10
Income Statement FOR THE YEAR ENDED 30 JUNE 2007
| Note Continuing Operations Revenues from ordinary activities 4a Change in Inventories of finished goods and work in progress Other income 4b Employee benefits expense 4d Depreciation and amortisation expense Investment in associates written off Loan to related parties written off Finance costs 4c Professional fees Advertising expenses Motor vehicle expenses Occupancy expenses Other expenses Share of net profits/(losses) of associates accounted for using the equity method Net profit/(loss) From Continuing Operations Before Income Tax Income tax attributable to operating loss (credit) Net profit/(loss) attributable to members of Refresh Group Limited Basic earnings/(loss) per share (cents per share) 6 Diluted earnings/(loss) per share (cents per share) 6 |
CONSOLIDATED PARENT 2007 $ 2006 $ 2007 $ 2006 $ |
|---|---|
| 4,106,600 3,396,734 - - (1,810,515) (1,294,502) - - 25,391 78,794 403,066 378,502 (1,960,460) (1,318,878) (245,765) (110,645) (157,804) (89,564) (843) - (151,036) - (368,790) - (112,140) - (112,140) - (86,269) (83,564) (57,960) (50,465) (234,555) (75,272) (225,723) (64,968) (52,943) (334,973) (4,003) (16,830) (144,620) (108,331) - - (215,120) (151,786) - - (417,450) (384,691) (44,388) (28,928) (35,062) (64,822) - - |
|
| (1,245,983) (430,855) (656,546) 106,666 7,218 (206,272) 9,326 (106,169) |
|
| (1,253,201) (224,583) (665,872) 212,835 |
|
| (2.87) (0.69) (1.53) 0.66 |
|
| (2.87) (0.69) (1.53) 0.66 |
The accompanying notes form part of this Income Statement.
11
Balance Sheet AS AT 30 JUNE 2007
| Balance Sheet AS AT 30 JUNE 2007 |
|
|---|---|
| Notes | CONSOLIDATED PARENT 2007 2006 2007 2006 |
| ASSETS Current Assets Cash and cash equivalents 8 Trade and other receivables 9 Inventories 10 Total Current Assets Non-Current Assets Receivables 11 Other financial assets 12 Investment in associates accounted for using the equity method 13 Property, plant and equipment 14 Intangible assets 15 Total Non-current assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 17 Interest-bearing loans and borrowings 18 Provisions 19 Current tax liabilities Total Current Liabilities Non-current Liabilities Interest-bearing loans and borrowings 18 Deferred income tax liabilities 5 Provisions 19 Total Non-current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Equity attributable to equity holders of the parent Issued capital 20 Reserves 20 Retained earnings / (Accumulated losses) TOTAL EQUITY |
435,507 1,462,633 295,836 1,300,184 538,996 585,150 54,912 122,193 398,030 504,400 - - |
| 1,372,533 2,552,183 350,748 1,422,377 |
|
| 1,227 27,205 4,097,557 2,875,671 26,000 26,990 23,002 23,002 86,580 176,888 140,000 413,000 3,547,231 2,942,889 1,652,889 1,400,000 543,774 403,202 - - |
|
| 4,204,812 3,577,174 5,913,448 4,711,673 |
|
| 5,577,345 6,129,357 6,264,196 6,134,050 |
|
| 328,334 275,066 29,663 19,185 190,996 114,899 84,700 - 91,744 114,932 29,874 58,000 1,034 (75,599) - (75,599) |
|
| 612,108 429,298 144,237 1,586 |
|
| 861,201 622,478 762,300 417,281 8,658 24,696 - 4,798 32,040 33,596 15,896 - |
|
| 901,899 680,770 778,196 422,079 |
|
| 1,514,007 1,110,068 922,433 423,665 |
|
| 4,063,338 5,019,289 5,341,763 5,710,385 |
|
| 4,728,991 4,634,995 4,728,991 4,634,995 805,492 602,238 920,492 717,238 (1,471,145) (217,944) (307,720) 358,152 |
|
| 4,063,338 5,019,289 5,341,763 5,710,385 |
The accompanying notes form part of this Balance Sheet
12
Cash Flow Statement FOR THE YEAR ENDED 30 JUNE 2007
| Notes | CONSOLIDATED PARENT 2007 2006 2007 2006 |
|---|---|
| Cash flows from operating activities Receipts from customers Payments to suppliers and employees Borrowing costs Interest received Other Net cash flows from/(used in) operating activities 8 Cash flows from investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Loans to related parties Additional investment in associates Purchase of other financial assets Acquisition of subsidiaries, net of cash acquired 23 Net cash flows from/(used in) investing activities Cash flows from financing activities Proceeds from issue of shares 20 Loans made to subsidiaries Proceeds from borrowings Share Issue expenses Repayments of borrowings Net cash flows from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 8 |
4,133,792 3,202,912 - - (4,650,803) (3,346,383) (346,558) (169,308) (86,269) (83,564) (57,960) (44,170) 30,970 42,515 27,184 40,504 - 40,399 - 4,558 |
| (572,310) (144,121) (377,334) (168,416) |
|
| 20,966 34,400 - - (509,190) (572,572) - - (95,067) (28,584) (112,140) - (95,790) - (95,790) - - (10,000) - (10,000) (70,000) (45,101) - - |
|
| (749,081) (621,857) (207,930) (10,000) |
|
| - 2,516,000 - 2,516,000 - - (828,248) (762,412) 847,000 - 847,000 - (20,555) (392,203) (20,555) (392,293) (532,180) (49,514) (417,281) (37,272) |
|
| 294,265 2,074,283 (419,084) 1,324,362 |
|
| (1,027,126) 1,308,305 (1,004,348) 1,145,856 1,462,633 154,328 1,300,184 154,328 |
|
| 435,507 1,462,633 295,836 1,300,184 |
The accompanying notes form part of this Cash Flow Statement
13
Statement Of Changes In Equity FOR THE YEAR ENDED 30 JUNE 2007
Attributable to equity holders of the parent
| CONSOLIDATED At 1 July 2005 Fair value revaluation of land Buildings Prior year adjustments to inventory Fair value revaluation of Plant and Equipment Equity fund raising costs AIFRS tax adjustment taken to equity Total income and expense for the year recognised directly in Equity Loss for the year Total income and expense for the period Issue of share capital Newly consolidated entity existing reserves Cost of share-based payments At 30 June 2006 Fair value revaluation of land Buildings Equity fund raising costs AIFRS tax adjustment taken to equity Total income and expense for the year recognised directly in Equity Loss for the year Total income and expense for the period Issue of share capital Cost of share-based payments At 30 June 2007 |
Issued Capital Fund Raising Costs Other Reserves Retained Earnings/ (Accumulated Losses) Revaluation Reserve **Total ** |
|---|---|
| 1,762,070 - - (22,380) 236,110 1,975,800 - - - 400,000 400,000 - - - 29,132 - 29,132 - - - - 5,000 5,000 - (392,204) - - - (392,204) - 94,129 - (2,396) (120,000) (28,267) |
|
| - (298,075) - 26,736 285,000 13,661 - - - (224,583) - (224,583) |
|
| - (298,075) - (197,847) 285,000 (210,922) 3,171,000 - - - - 3,171,000 - - - 2,283 - 2,283 - - 81,128 - - 81,128 |
|
| 4,933,070 (298,075) 81,128 (217,944) 521,110 5,019,289 - - - - 250,000 250,000 - (20,555) - - - (20,555) - (7,449) - - (80,376) (87,825) |
|
| - (28,004) - - 169,624 141,620 - - - (1,253,201) - (1,253,201) |
|
| - (28,004) - (1,253,201) 169,624 (1,111,581) 122,000 - - - - 122,000 - - 33,630 - - 33,630 |
|
| 5,055,070 (326,079) 114,758 (1,471,145) 690,734 4,063,338 |
14
Statement Of Changes In Equity (continued) FOR THE YEAR ENDED 30 JUNE 2007
Attributable to equity holders of the parent
| PARENT At 1 July 2005 Fair value revaluation of land Buildings Equity fund raising costs Reversal of equity accounted losses taken to P/L in prior years’ AIFRS tax adjustment taken to equity Total income and expense for the year recognised directly in Equity Profit for the year Total income and expense for the period Issue of share capital Cost of share-based payments At 30 June 2006 Fair value revaluation of land Buildings Equity fund raising costs AIFRS tax adjustment taken to equity Total income and expense for the year recognised directly in Equity Loss for the year Total income and expense for the period Issue of share capital Cost of share-based payments At 30 June 2007 |
Issued Capital Fund Raising Costs Other Reserves Retained Earnings/ (Accumulated Losses) Revaluation Reserve **Total ** |
|---|---|
| 1,762,070 - - (22,380) 236,110 1,975,800 - - - - 400,000 400,000 - (392,204) - - - (392,204) - - - 171,288 - 171,288 - 94,129 - (3,591) - 90,538 |
|
| - (298,075) - 167,697 400,000 269,622 - - - 212,835 - 212,835 |
|
| - (298,075) - 380,532 400,000 482,457 3,171,000 - - - - 3,171,000 - - 81,128 - - 81,128 |
|
| 4,933,070 (298,075) 81,128 358,152 636,110 5,710,385 - - - - 250,000 250,000 - (20,555) - - - (20,555) - (7,449) - - (80,376) (87,825) |
|
| - (28,004) - - 169,624 141,620 - - - (665,872) - (665,872) |
|
| - (28,004) - (665,872) 169.624 (524,252) 122,000 - - - - 122,000 - - 33,630 - - 33,630 5,055,070 (326,079) 114,758 (307,720) 805,734 5,341,763 |
15
Notes to the Financial Statements
FOR THE YEAR ENDED 30 JUNE 2007
1 CORPORATE INFORMATION
The financial report of Refresh Group Ltd for the year ended 30 June 2007 was authorised for issue in accordance with a resolution of the directors on 28 September 2007.
Refresh Group Ltd is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange.
The nature of the operation and principal activities of the Group are described in note 3.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The financial report is a general purpose financial report which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards (AASB’s) (including Australian Interpretations adopted by the Australian Accounting Standards Board (AASB)) which include Australian equivalents to International Financial Reporting Standards (IFRS). This financial report has also been prepared on an accruals basis and is based on historical costs except where otherwise stated.
For the purpose of this report, the functional and presentation currency adopted for Refresh Group Limited is Australian Dollars.
(b) New Standards and Interpretations Not Yet Adopted
A number of adopted Accounting standards have been amended, the impacts of these amendments are assessed to have no direct impact on amounts in the financial report. They are available for early adoption at 30 June 2007 but have not been applied in preparing the financial report.
(c) Basis of consolidation
The consolidated financial statements comprise the financial statements of Refresh Group Ltd and its subsidiaries as at 30 June 2007 (‘the Group’).
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
Adjustments are made to bring into line any dissimilar accounting policies that may exist.
All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.
16
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) Investment in associates
The Group’s investment in its associates is accounted for under the equity method of accounting in the consolidated financial statements. These are entities in which the Group has significant influence and which are neither subsidiaries nor joint ventures.
The financial statements of the associates are used by the Group to apply the equity method. The reporting dates of the associates and the Group are identical and both use consistent accounting policies.
The investment in the associates are carried in the consolidated balance at cost plus post-acquisition changes in the Group’s share of net assets of the associates, less any impairment in value. The consolidated income statement reflects the Group’s share of the results of operations of the associates.
Where there has been a change recognised directly in any of the associate’s equity, the Group recognises its share of any changes and discloses this, when applicable in the consolidated statement of changes in equity.
(e) Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Land and buildings are measured at fair value less accumulated depreciation.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
Buildings - over 40 years
Plant and equipment - over 5 to 20 years
Impairment
The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.
The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses are recognised in the income statement.
Revaluations
Following initial recognition at cost, land and buildings are carried at a revalued amount which is the fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and accumulated impairment losses.
Fair value is determined by reference to market-based evidence, which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation date.
17
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e) Property, plant and equipment (cont)
Any revaluation surplus is credited to the asset revaluation reserve included in the equity section of the balance sheet unless it reverses a revaluation decrease of the same asset previously recognised in the income statement.
Any revaluation deficit is recognised in the income statement unless it directly offsets a previous surplus of the same asset in the asset revaluation reserve.
In addition, any accumulated depreciation as at revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.
Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.
Independent valuations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from the asset’s fair value at the balance sheet date.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued used of the asset.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the period the item is derecognised.
(f) Borrowing costs
Borrowing costs are recognised as an expense when incurred.
(g) Goodwill
Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is not amortised.
Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.
Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
18
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Intangible Assets
Acquired both separately and from a business combination
Intangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets.
The useful lives of these intangible assets are assessed to be either finite or indefinite.
Where amortisation is charged on assets with finite lives, this expense is taken to the income statement through the ‘administrative expenses’ line item.
Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged against profits in the period in which the expenditure is incurred.
Intangible assets are tested for impairment where an indicator of impairment exists and in the case of indefinite lived intangibles annually, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.
(h) Recoverable amount of assets
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
(i) Investments
Investments are included at the lower of cost or recoverable amount. The carrying amount of investments is reviewed at each reporting date by the directors to ensure it is not in excess of the recoverable amount of these investments.
(j) Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition is accounted for as follows:
Raw materials - purchase cost
Finished goods - cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity.
(k) Trade and other receivables
Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.
An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.
19
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(l) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
(m) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.
(n) Share-based payment transactions
Share-based payments are provided to directors and employees of the Group whereby employees render services in exchange for shares or rights over shares.
There are currently two plans in place to provide these benefits:
-
(i) The Directors and Executives Option Scheme (DEOS), which provides benefits to directors and senior executives, and
-
(ii) The Employee Share Scheme (ESS), which provides benefits to all other employees.
Details of the plans are covered under 16 Employee Benefits
(o) Leases
A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of the leased property, without transferring the legal ownership, and operating leases under which the lessor effectively retains substantially all the risks and benefits. Where assets are acquired by means of finance leases, the present value of minimum lease payments is established as an asset at the beginning of the lease term and amortised on a straight line basis over the expected economic life. A corresponding liability is also established and each lease payment is allocated between such liability and interest expense.
Operating lease payments are charged to expenses on a basis which is representative of the pattern of benefits derived from the leased property.
(p) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Sale of goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery of the goods to the customer.
20
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( continued)
(q) Income tax
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences:
-
except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
-
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:
-
except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
-
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.
(r) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
- where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.
21
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(s) Adjustments to Appendix 4E
The results of the Company for the year ended 30 June 2007 differed from those announced in the unaudited Preliminary Final Report (Appendix 4E) made to the Australian Stock Exchange as follows:
| Net Assets | Audited Financial Statements $ Preliminary Final Report $ |
|---|---|
| 4,063,338 3,930,945 |
The change in the above results was due to decrease in deferred tax by $132,393 with the recognition of tax losses.
3 SEGMENT INFORMATION
In 2007 the Group only operated in one business segment being the processing and sale of purified water, and one geographical segment being Australia.
4 REVENUE AND EXPENSES
| (a) (b) (c) (d) |
CONSOLIDATED PARENT 2007 2006 2007 2006 |
|
|---|---|---|
| Revenue Sale of bottled water and accessories Other income Rent received Interest received Gain/(losses) on disposal of property, plant and equipment Sundry income Finance costs Bank loans and overdrafts Finance charges payable under finance leases and hire purchase contracts Total finance costs (on historical cost basis) Employee benefits expense Wages and Salaries Workers’ compensation costs Superannuation costs Provisions for Annual and Long Service Leave Expense of share-based payments |
4,106,600 3,396,734 - - |
|
| 4,106,600 3,396,734 - - |
||
| - 9,950 100,512 96,000 30,970 42,515 302,554 277,945 (5,579) 16,949 - - - 9,380 - 4,558 |
||
| 25,391 78,794 403,066 378,503 |
||
| 67,631 62,266 57,960 50,465 18,638 21,298 - - |
||
| 86,269 83,564 57,960 50,465 1,679,042 1,307,851 171,659 27,610 48,396 44,868 - - 195,638 127,111 24,205 1,907 3,754 36,513 16,271 - 33,630 81,128 33,630 81,128 |
||
| 1,960,460 1,597,471 245,765 110,645 |
22
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
5 INCOME TAX
| INCOME TAX | |
|---|---|
| CONSOLIDATED PARENT 2007 2006 2007 2006 |
|
| Major components of income tax expense for the years ended 30 June 2007 and 2006 are: Income statement Current income Current income tax charge Adjustments in respect of current income tax of previous years Deferred income tax Relating to origination and reversal of temporary differences Income tax expense(benefit) reported in income statement Statement of changes in equity Current income tax Current income tax on exchange difference on loan Deferred income tax Revaluation of land and buildings Capitalising fund raising costs Income tax expense reported in equity r A reconciliation of income tax expense (benefit) applicable to accounting profit before income tax at the statutory income tax rate to income tax expense at the company’s effective income tax rate for the years ended 30 June 2007 and 2006 is as follows: Accounting profit (loss) before tax from continuing operations Loss before tax from discontinued operations Accounting profit (loss) before income tax At the statutory income tax rate of 30% (2006: 30%) Adjustments in respect of current income tax of previous years Non-deductible expenses Adjustments in respect of deferred income tax of previous years At effective income tax rate of -0.5%( Parent: - 1.1%)(2006: Consolidated 47.9%, Parent 254%) Income tax expense reported in income statement Income tax attributable to discontinued operation |
- (101,509) - (101,509) 111,081 - 101,949 - (103,863) (104,763) (92,623) (4,660) |
| 7,218 (206,272) 9,326 (106,169) |
|
| - - - - 80,376 120,001 80,376 - 7,449 (94,129) 7,449 (94,129) |
|
| 87,825 25,872 87,825 (94,129) |
|
| (1,461,653) (430,855) (863,085) 41,844 - - - - |
|
| (1,461,653) (430,855) (863,085) 41,844 |
|
| (438,496) (129,257) (258,926) 12,553 111,081 - 101,949 - 21,810 56,984 10,090 46,185 312,823 (134,000) 156,213 (164,907) |
|
| 7,218 (206,272) 9,326 (106,169) |
|
| 7,218 (206,272) 9,326 (106,169) - - - - |
|
| 7,218 (206,272) 9,326 (106,169) |
23
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
5 INCOME TAX (cont)
| Recognised deferred tax assets and liabilities Assets Liabilities Net Deferred tax assets and liabilities are attributable to the following: 2007 2006 2007 2006 2007 2006 CONSOLIDATED Accrued expenses (11,799) (20,408) - - (11,799) (20,408) Employee entitlement provisions (28,285) (27,159) - - (28,285) (27,159) Other Provisions (8,850) (17,400) - - (8,850) (17,400) Capitalising fund raising costs (86,680) (94,129) - - (86,680) (94,129) Sundry capitalised expenses written off (2,188) (2,606) (2,188) (2,606) Property, Plant and Equipment - - 601,700 287,907 601,700 287,907 Tax Losses (455,240) (101,509) - - (455,240) (101,509) Tax (assets) liabilities (593,042) (263,211) 601,700 287,907 8,658 24,696 Set off of tax 593,042 263,211 (593,042) (263,211) - - Net tax (assets) liabilities - - 8,658 24,696 8,658 24,696 Movement in temporary differences during the year Balance Recognised Recognised Balance 1Jul 05 in income in Equity 30 Jun 06 Accrued expenses (15,134) (5,274) - (20,408) Employee entitlement provisions (19,718) (7,441) - (27,159) Other Provisions - (17,400) - (17,400) Capitalising fund raising costs - - (94,129) (94,129) Sundry capitalised expenses written off - (2,606) - (2,606) Property, Plant and Equipment 138,439 29,467 120,001 287,907 Tax Losses - (101,509) - (101,509) 103,587 (104,763) 25,872 24,696 Movement in temporary differences during the year Balance Recognised Recognised Balance 1Jul 06 in income in Equity 30 Jun 07 Accrued expenses (20,408) 8,609 - (11,799) Employee entitlement provisions (27,159) (1,126) - (28,285) Other Provisions (17,400) 8,550 - (8,850) Capitalising fund raising costs (94,129) - 7,449 (86,680) Sundry capitalised expenses written off (2,606) 418 - (2,188) Property, Plant and Equipment 287,907 233,417 80,376 601,700 Tax Losses (101,509) (353,731) - (455,240) 24,696 (103,863) 87,825 8,658 |
Assets Liabilities Net 2007 2006 2007 2006 2007 2006 |
Assets Liabilities Net 2007 2006 2007 2006 2007 2006 |
|---|---|---|
| (11,799) (20,408) - - (11,799) (20,408) (28,285) (27,159) - - (28,285) (27,159) (8,850) (17,400) - - (8,850) (17,400) (86,680) (94,129) - - (86,680) (94,129) (2,188) (2,606) (2,188) (2,606) - - 601,700 287,907 601,700 287,907 (455,240) (101,509) - - (455,240) (101,509) |
||
| (593,042) (263,211) 601,700 287,907 8,658 24,696 593,042 263,211 (593,042) (263,211) - - |
||
| - | - 8,658 24,696 8,658 24,696 |
|
| Balance Recognised Recognised Balance 1Jul 05 in income in Equity 30 Jun 06 (15,134) (5,274) - (20,408) (19,718) (7,441) - (27,159) - (17,400) - (17,400) - - (94,129) (94,129) - (2,606) - (2,606) 138,439 29,467 120,001 287,907 - (101,509) - (101,509) 103,587 (104,763) 25,872 24,696 Balance Recognised Recognised Balance 1Jul 06 in income in Equity 30 Jun 07 (20,408) 8,609 - (11,799) (27,159) (1,126) - (28,285) (17,400) 8,550 - (8,850) (94,129) - 7,449 (86,680) (2,606) 418 - (2,188) 287,907 233,417 80,376 601,700 (101,509) (353,731) - (455,240) 24,696 (103,863) 87,825 8,658 |
24
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
5 INCOME TAX (cont)
| Recognised deferred tax assets and liabilities Assets Liabilities Net Deferred tax assets and liabilities are attributable to the following: 2007 2006 2007 2006 2007 2006 PARENT Accrued expenses (346) (12,900) - - (346) (12,900) Employee entitlement provisions (4,880) (17,400) - - (4,880) (17,400) Other Provisions (8,850) - - - (8,850) - Capitalising fund raising costs (86,680) (94,129) - - (86,680) (94,129) Sundry capitalised expenses written off (2,188) (2,606) (2,188) (2,606) Property, Plant and Equipment - - 493,930 233,342 493,930 233,342 Tax Losses (390,986) (101,509) - - (390,986) (101,509) Tax (assets) liabilities (493,930) (228,544) 493,930 233,342 - 4,798 Set off of tax 493,930 228,544 (493,930) (228,544) - - Net tax (assets) liabilities - - - 4,798 - 4,798 Movement in temporary differences during the year Balance Recognised Recognised Balance 1 Jul 05 in income in Equity 30 Jun 06 Accrued expenses (15,134) 2,234 - (12,900) Employee entitlement provisions (19,718) 2,318 - (17,400) Other Provisions - - - - Capitalising fund raising costs - - (94,129) (94,129) Sundry capitalised expenses written off - (2,606) - (2,606) Property, Plant and Equipment 138,439 94,903 - 233,342 Tax Losses - (101,509) - (101,509) 103,587 (4,660) (94,129) 4,798 Movement in temporary differences during the year Balance Recognised Recognised Balance 1 Jul 06 in income in Equity 30 Jun 07 Accrued expenses (12,900) 12,554 - (346) Employee entitlement provisions (17,400) 12,520 - (4,880) Other Provisions - (8,850) - (8,850) Capitalising fund raising costs (94,129) - 7,449 (86,680) Sundry capitalised expenses written off (2,606) 418 - (2,188) Property, Plant and Equipment 233,342 180,212 80,376 493,930 Tax Losses (101,509) (289,477) - (390,986) 4,798 (92,623) 87,825 - Unrecognised deferred tax assets CONSOLIDATED PARENT 2007 2006 2007 2006 Deferred tax assets have not been recognised in respect of the following items: Tax Losses 36,857 - 12,450 - |
Assets Liabilities Net 2007 2006 2007 2006 2007 2006 (346) (12,900) - - (346) (12,900) (4,880) (17,400) - - (4,880) (17,400) (8,850) - - - (8,850) - (86,680) (94,129) - - (86,680) (94,129) (2,188) (2,606) (2,188) (2,606) - - 493,930 233,342 493,930 233,342 (390,986) (101,509) - - (390,986) (101,509) |
Assets Liabilities Net 2007 2006 2007 2006 2007 2006 (346) (12,900) - - (346) (12,900) (4,880) (17,400) - - (4,880) (17,400) (8,850) - - - (8,850) - (86,680) (94,129) - - (86,680) (94,129) (2,188) (2,606) (2,188) (2,606) - - 493,930 233,342 493,930 233,342 (390,986) (101,509) - - (390,986) (101,509) |
|---|---|---|
| (493,930) (228,544) 493,930 233,342 - 4,798 493,930 228,544 (493,930) (228,544) - - |
||
| - | - - 4,798 - 4,798 |
Deferred tax assets have not been recognised in respect of this item because it is not probable that future taxable profit will be available against which the company can utilise this benefit.
25
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
5 INCOME TAX (cont)
Tax consolidation
Refresh Group Limited and its 100% owned subsidiaries are a tax consolidated group. Members of the Group intend to enter into a tax sharing arrangement in order to allocate income tax expense to the wholly owned subsidiaries on a pro-rata basis. In addition the agreement will provide for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At the balance date, the possibility of default is remote. The head entity of the tax consolidated group is Refresh Group Limited.
6 EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary shareholders (after deducting interest on the convertible redeemable preference shares) by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options and dilutive convertible non-cumulative redeemable preference shares).
The following reflects the income and share data used in the total operations basic and diluted earnings per share computations:
| Loss attributable to equity holders of the parent Weighted average number of ordinary shares for basic earnings per share Basic earnings/(loss) per share(cents per share) |
CONSOLIDATED 2007 2006 |
|---|---|
| (1,253,201) (224,583) 43,628,433 32,491,425 (2.87) (0.69) |
There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the completion of these financial statements.
7 DIVIDENDS PAID AND PROPOSED
No dividend has been paid or declared for the year ended 30 June 2007. No dividend was paid in the previous year.
26
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
8 CASH AND CASH EQUIVALENTS
| Cash at bank and in hand Cash at bank and in hand earns interest at floating rates based on daily bank rates. |
CONSOLIDATED PARENT 2007 2006 2007 2006 |
|---|---|
| 435,507 1,462,633 295,836 1,300,184 |
|
| 435,507 1,462,633 295,836 1,300,184 |
|
Reconciliation of cash
For the purposes of the Cash Flow Statement, cash and cash equivalents comprise the following at 30 June:
| Cash at bank and in hand Short-term deposits Reconciliation from the net profit after tax to the net cash flows from operations Net Profit / (Loss) Adjustments for: Depreciation Specific provision for doubtful debts Investment in associates written off Loan to related parties written off Net (profit)/loss on disposal of property, plant and equipment Share of associates’ net (profits) and losses Interest received Diminution of investments Employee shares / options expensed Changes in assets and liabilities (increase)/decrease in inventories (increase)/decrease in trade and other receivables (decrease)/increase in deferred income tax liabilities (decrease)/increase in tax provision (decrease)/increase in trade and other payables (decrease)/increase in provisions Net cash from operating activities |
435,507 462,633 295,836 300,184 - 1,000,000 - 1,000,000 |
|---|---|
| 435,507 1,462,633 295,836 1,300,184 |
|
| (1,253,201) (224,583) (665,872) 212,835 157,780 89,407 843 - 9,730 - - - 151,036 - 368,790 - 112,140 112,140 5,579 (16,948) - - 35,062 64,822 - - - - (275,370) 237,441 - 21,400 - 21,400 33,630 81,128 33,630 81,128 128,321 (246,748) - - 46,318 119,310 67,281 (216,834) (103,861) (78,891) (92,623) (204,958) 76,633 (131,067) 75,599 (131,067) 53,268 75,245 10,478 (180,636) (24,745) 102,804 (12,230) 12,275 |
|
| (572,310) (144,121) (377,334) (168,416) |
27
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
9 TRADE AND OTHER RECEIVABLES (CURRENT)
| 10 11 12 |
CONSOLIDATED PARENT 2007 2006 2007 2006 |
CONSOLIDATED PARENT 2007 2006 2007 2006 |
|
|---|---|---|---|
| Trade receivables Specific provision for doubtful debts Other receivables Non Trade receivables: Due from other than related Party Prepayments INVENTORIES (CURRENT) Raw materials (at cost) Finished goods (at cost) Total inventories at lower of cost and net realisable value RECEIVABLES (NON-CURRENT) Loans to related parties Other receivables Loans to related parties are interest bearing and carry an OTHER FINANCIAL ASSETS (NON-CURRENT) Shares in subsidiaries Other unlisted securities |
321,070 310,340 - 400 9,730 - - |
||
| 311,340 310,340 - 400 160,519 260,079 50,835 121,793 - - - 67,137 14,731 4,077 - |
|||
| 538,996 585,150 54,912 122,193 |
|||
| 199,567 299,261 - - 198,463 205,139 - - |
|||
| 398,030 504,400 - - |
|||
| - 4,097,557 2,875,671 1,227 27,205 - - |
|||
| 1,227 27,205 4,097,557 2,875,671 |
|||
| interest rate of 7.3% p.a. - 2 2 26,000 26,990 23,000 23,000 26,000 26,990 23,002 23,002 |
|||
| 26,000 26,990 23,002 23,002 |
28
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
13 INVESTMENT IN ASSOCIATES
CONSOLIDATED
| Relish Australia Pty Ltd Balance 1 July 2005 Share of losses 2006 Balance 30 June 2006 Additional investment Investment written off Balance 30 June 2007 Restock Distributors Pty Ltd Balance 1 July 2005 Share of losses 2006 Balance 30 June 2006 Share of losses 2007 Balance 30 June 2007 Relish Australia Pty Ltd Restock Distributors Pty Ltd |
117,928 (62,682) |
|---|---|
| 55,246 95,790 |
|
| 151,036 (151,036) |
|
| - | |
| CONSOLIDATED | |
| 123,782 (2,140) |
|
| 121,642 (35,062) |
|
| 86,580 | |
| CONSOLIDATED 2007 2006 |
|
| - 55,246 86,580 121,642 |
|
| 86,580 176,888 |
Refresh Group Ltd has a 49.9% interest in Relish Australia Pty Ltd, which is involved in the production of pickles and sauces in Australia. Relish Australia Pty Ltd is a small proprietary company incorporated in Australia that is not listed on any public exchange and therefore there is no published quotation price for the fair value of this investment. The directors of Relish decided to close down the operation of Relish in August 2007 and therefore, the remaining balance of the investment in Relish has been written off for the year ending 30 June 2007.
Refresh Group Ltd has a 49.9% interest in Restock Distributors Pty Ltd, which is involved in the distribution of oil and food products in Australia. Restock Distributors Pty Ltd is a small proprietary company incorporated in Australia that is not listed on any public exchange and therefore there is no published quotation price for the fair value of this investment.
The reporting date of Relish Australia Pty Ltd and Restock Distributors Pty Ltd is the same as Refresh Group Ltd.
29
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
13 INVESTMENT IN ASSOCIATES (cont)
The following table illustrates summarised information of investments in associates:
| Share of associate’s balance sheet: Current assets Non-current assets Current liabilities Non-current liabilities Net Assets Share of associates’ revenue and profit: Revenue Loss before income tax Income Tax Loss after income tax |
CONSOLIDATED 2007 2006 |
|---|---|
| 212,142 266,861 7,581 169,943 136,069 113,080 - 146,796 |
|
| 83,654 176,928 |
|
| 704,974 992,242 35,062 64,822 - - |
|
| 35,062 64,822 |
14 PROPERTY, PLANT AND EQUIPMENT
| Year ended 30 June 2007 At 1 July 2006, Net of accumulated depreciation Additions Disposals Revaluations Depreciation charge for the year At 30 June 2007, Net of accumulated depreciation At 1 July 2006 Cost or fair value Accumulated depreciation and impairment Net carrying amount At 30 June 2007 Cost or fair value Accumulated depreciation and impairment Net carrying amount |
CONSOLIDATED PARENT Land and buildings Plant and equipment Total Land and buildings Plant and equipment Total |
|---|---|
| 1,400,000 1,542,889 2,942,889 1,400,000 - 1,400,000 - 560,618 560,618 - 3,732 3,732 - (48,496) (48,496) - - - 250,000 - 250,000 250,000 - 250,000 - (157,780) (157,780) - (843) (843) |
|
| 1,650,000 1,897,231 3,547,231 1,650,000 2,889 1,652,889 |
|
| 1,400,000 2,291,422 3,691,422 1,400,000 - 1,400,000 - (748,533) (748,533) - - - |
|
| 1,400,000 1,542,889 2,942,889 1,400,000 - 1,400,000 |
|
| 1,650,000 2,803,544 4,453,544 1,650,000 3,732 1,653,732 - (906,313) (906,313) - (843) (843) |
|
| 1,650,000 1,897,231 3,547,231 1,650,000 (2,889) 1,652,889 |
30
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
14 PROPERTY, PLANT AND EQUIPMENT (cont)
Revaluations
An independent valuation for the land and buildings was obtained to determine fair value which was determined by reference to an open market basis, being the amount for which the assets could be exchanged between a knowledge willing buyer and a knowledgeable willing seller in an arm's length transaction at the valuation date.
The Group engaged Christie Whyte Moore, a licensed property valuer, to fair value its land and buildings. The land and buildings were assessed to have a fair value of $1,650,000 as a result of a valuation undertaken on 26 April 2007.
Any revaluation surplus is credited to the asset revaluation reserve included in the equity section of the balance sheet. Any revaluation deficit directly offsetting a previous surplus in the same asset is directly offset against the surplus in the asset revaluation reserve, otherwise it is charged to the net profit or loss. The effective date of the revaluation was 30 June 2007.
| If land and buildings were measured using the cost model the | If land and buildings were measured using the cost model the | carrying | amounts would | be as follows: |
|---|---|---|---|---|
| CONSOLIDATED | PARENT |
|||
| 2007 | 2006 | 2007 | 2006 | |
| Cost | 703,596 | 703,596 | 703,596 | 703,596 |
The carrying value of plant and equipment held under finance leases and hire purchase contracts at 30 June 2007 is $434,949 (2006: $465,990). Leased assets and assets under hire purchase contracts are pledged as security for the related finance lease and hire purchase liabilities.
Land and buildings with a carrying amount of $1,650,000 (2006: $1,400,000) are subject to a first charge to secure the Group’s bank loan (note 18).
31
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
14 PROPERTY, PLANT AND EQUIPMENT (cont)
| CONSOLIDATED PARENT Land and buildings Plant and equipment Total Land and buildings Plant and equipment Total |
|
|---|---|
| Year ended 30 June 2006 At 1 July 2005, Net of accumulated depreciation Additions Disposals Revaluations Acquisition of subsidiary Depreciation charge for the year At 30 June 2006, Net of accumulated depreciation At 1 July 2005 Cost or fair value Accumulated depreciation and impairment Net carrying amount At 30 June 2006 Cost or fair value Accumulated depreciation and impairment Net carrying amount |
1,000,000 941,145 1,941,145 1,000,000 - 1,000,000 596,098 596,098 (17,967) (17,967) 400,000 400,000 400,000 - 400,000 113,020 113,020 (89,407) (89,407) |
| 1,400,000 1,542,889 2,942,889 1,400,000 - 1,400,000 |
|
| 1,000,000 1,532,498 2,532,498 1,000,000 - 1,000,000 - (591,353) (591,353) - - - |
|
| 1,000,000 941,145 1,941,145 1,000,000 - 1,000,000 |
|
| 1,400,000 2,291,422 3,691,422 1,400,000 - 1,400,000 - (748,533) (748,533) - - - |
|
| 1,400,000 1,542,889 2,942,889 1,400,000 - 1,400,000 |
32
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
15 INTANGIBLE ASSETS
| CONSOLIDATED Trademarks Goodwill Total |
|
|---|---|
| Year ended 30 June 2007 At 1 July 2006, net of accumulated amortisation Additions Amortisation At 30 June 2007, net of accumulated amortisation |
3,000 400,202 403,202 - 140,572 140,572 - - - |
| 3,000 540,774 543,774 |
Trademarks relate to registered trademarks which have been purchased during business combinations.
The useful lives of these intangible assets were estimated as indefinite and the cost method was utilised for their measurement.
As at 30 June 2007, these assets were tested for impairment (see note 25).
No impairment loss was charged for continuing operations in the 2007 financial year.
16 EMPLOYEE BENEFITS
a. Directors and Executives Option Scheme
On 31 October 2005, the shareholders of Refresh Group Ltd resolved to approve the creation of the Directors and Executives Option Scheme (“DEOS”).
The purpose of the DEOS is to align the interests of the directors and senior management of Refresh by providing a cost-effective and efficient long-term incentive to them which is linked to the performance of the company. By rewarding executives with the issue of options, Refresh will be able to reward them without having to commit cash resources to do so.
Under the DEOS, directors and executives of Refresh Group Ltd are eligible to be issued with options to acquire unissued ordinary fully paid shares in Refresh Group Ltd. The options will be issued for no consideration. They have an exercise period of one year.
The directors and executives who have been granted options are:
| Name | Number of Options |
|---|---|
| HenryHeng (director) | 150,000 |
| EdmundTeo (director) | 120,000 |
| Murray Smith(director) | 120,000 |
| MaryAng | 100,000 |
| DjuandaHadi | 100,000 |
| John Humphreys | 100,000 |
| JuNien Ho | 75,000 |
| HueiJingHo | 75,000 |
| SamuelJacob | 75,000 |
| Thiam HeeNeo | 75,000 |
| MarkScott | 75,000 |
| Ian Theseira | 75,000 |
| Total | 1,140,000 |
The exercise price of the options granted is $0.15 per share.
33
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
16 EMPLOYEE BENEFITS (cont)
a. Directors and Executives Option Scheme (cont)
The directors intend to offer options every 12 months, subject of shareholder approval where necessary. The number of options offered will be determined by the directors. However no options will be issued if the total number of shares to be issued if all options were to be exercised would exceed 5% of the total number of shares on issue at the date of any invitation to apply for options under the DEOS.
The above is a summary of the DEOS. A copy of the DEOS rules is available for inspection at the Head Office of Refresh Group Ltd.
The fair value at grant date is determined using the Black-Scholes pricing model. The following table gives the assumptions made in determining the fair value of the options granted in the year to 30 June 2007.
| Expected volatility (%) Risk-free interest rate (%) Expected life of option (years) Option exercise price ($) Share price at grant date ($) |
2007 2006 |
|---|---|
| 44.3% 56.0% 5.25% 5.9% 1 1 $0.15 $0.20 $0.15 $0.20 |
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.
During the year ended 30 June 2007, no options were exercised over ordinary shares.
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of share options issued under the DEOS.
| 2007 2007 2006 2006 No. WAEP No. WAEP |
|
|---|---|
| Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year |
970,000 194,000 - - 1,140,000 171,000 970,000 194,000 - - - - - - - - (970,000) (194,000) - - |
| 1,140,000 171,000 970,000 194,000 |
The outstanding balance as at 30 June 2007 is represented by:
- 1,140,000 options over ordinary shares with an exercise price of $0.15 each, exercisable upon meeting the above conditions and until 28 March 2008;
The weighted average contractual life for the share options outstanding as at 30 June 2007 is 1 year (2006: 1 year).
34
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
16 EMPLOYEE BENEFITS (cont)
b. Employee Share Scheme
On 31 October 2005, the shareholders of Refresh Group Ltd approved the creation of an Employee Share Scheme (“ESS”).
The purpose of the ESS is to reward current and future employees of the Group in a way which gives the employees an opportunity to share in the future growth and profitability of Refresh Group Ltd.
Employees were eligible for a loan from the company in order to finance the purchase of shares. The loan is an interest-free loan with a maximum term of two years. Repayments are being made through deductions from the employee’s salary.
The Directors of Refresh Group Ltd invited employees to participate in the ESS based on factors such as their length of service, grade or position in Refresh Group Ltd. New employees will be eligible to join the ESS after one year’s continuous service.
Should an employee leave his or her employment without having fully repaid the loan, Refresh may sell that employee’s shares and apply the proceeds to the cost of the sale and the repayment of the loan. The balance (if any) will be returned to the employee. There are mechanics in place to ensure that shares acquired pursuant to a loan from Refresh Group Ltd are not transferred until the loan has been repaid.
The above is a summary of the terms of the ESS. A copy of the ESS rules is available for inspection at the Head Office of Refresh Group Ltd.
35
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
17 TRADE AND OTHER PAYABLES (CURRENT)
| CONSOLIDATED PARENT 2007 2006 2007 2006 |
|
|---|---|
| Trade payables Other payables Related party payables: Other related parties |
212,118 176,016 16,544 7,730 116,216 99,050 13,119 11,455 |
| 328,334 275,066 29,663 19,185 - - - - |
|
| 328,334 275,066 29,663 19,185 |
Trade payables are non-interest bearing and are normally settled on 60-day terms. Other payables are non-interest bearing and have an average term of 3 months.
18 INTEREST-BEARING LOANS AND BORROWINGS
| Effective interest rate % Maturity |
CONSOLIDATED PARENT 2007 2006 2007 2006 |
|---|---|
| Current Obligations under finance leases and hire purchase contracts (note 24) 7.5% > 1 year Bank Loan 6.66% > 1 year Non-current Obligations under finance leases and hire purchase contracts (note 24) 7.5% 1 – 5 years Bank loan 6.66% 10 years |
106,296 114,899 - - 84,700 - 84,700 - |
| 190,996 114,899 84,700 - |
|
| 98,901 205,197 - - 762,300 417,281 762,300 417,281 |
|
| 861,201 622,478 762,300 417,281 |
Bank loan
The bank loan is secured by a fixed charge over the land and buildings of the group.
| Finance facilities available At reporting date, the following financing facilities had been negotiated and were available: Total facilities: - Bank overdraft - Bank loans Facilities used at reporting date - Bank overdraft - Bank loans Facilities unused at reporting date - Bank overdraft - Bank loans |
CONSOLIDATED PARENT 2007 2006 2007 2006 |
|---|---|
| 289,000 250,000 289,000 - 847,000 417,281 847,000 417,281 - - - - 847,000 417,281 847,000 417,281 289,000 250,000 289,000 - - - - - |
36
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
19 PROVISIONS
| Current 2007 Non-current 2007 Current 2006 Non-current 2006 |
Audit Fee Accounting Fee Annual Leave Long Service Leave Total |
|---|---|
| 29,500 - 62,244 - 91,744 - - - 32,040 32,039 |
|
| 29,500 - 62,244 32,040 123,783 |
|
| 33,000 25,000 56,933 - 114,933 - - - 33,596 33,596 |
|
| 33,000 25,000 56,933 33,596 148,529 |
20 ISSUED CAPITAL AND RESERVES
| CONSOLIDATED PARENT 2007 2006 2007 2006 |
|
|---|---|
| Ordinary Shares Issued and fully paid Movement in ordinary shares At July 2005 Reconstruction of share capital 19.95 Shares for every 1 share held Conversion of convertible loan 1/11/05 Issued Capital (Drink-pure) 1/11/05 Issued Capital – employee share scheme 23/3/06 Issued Capital-float 23/3/06 At 1 July 2006 Issue shares to acquire Hydr8 on 15/12/06 Issue shares to acquire fixture & fittings At 30 June 2007 |
5,055,070 4,933,070 5,055,070 4,933,070 |
| No. $ 1,368,455 1,762,070 26,031,545 18,000 100,000 20,000 2,500,000 500,000 1,000,000 160,000 12,365,000 2,473,000 43,365,000 4,933,070 400,000 72,000 294,118 50,000 44,059,118 5,055,070 |
The Company has a share option scheme under which options to subscribe for the Company’s shares have been granted to certain executives. (refer note 16)
As at 30 June 2007, $64,871 had been repaid by staff in relation to the Employee Share Scheme.
Details of the balance of and movements in reserves can be found in the statement of changes in equity.
Nature and purpose of reserves
Asset revaluation reserve
The asset revaluation reserve is used to record increments and decrements in the fair value of land and buildings to the extent that they offset one another. The reserve can only be used to pay dividends in limited circumstances.
Employee equity benefits reserve
The employee share option and share plan reserve is used to record the value of equity benefits provided to employees and directors as part of their remuneration. Refer to note 16 for further details of these plans.
37
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
21 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments, comprise bank loans, finance leases and hire purchase contracts, cash and short-term deposits.
The main purpose of these financial instruments is to raise finance for the Group’s operations.
The Group has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risks. The board reviews and agrees on policies for managing risks and they are summarised below.
Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s longterm debt obligations.
The Group’s policy is to manage its interest cost using a mix of fixed and variable rate debt.
- The Group’s policy is to keep between 25% and 50% of its borrowings at fixed rates of interest.
Credit risk
The Group trades only with recognised, creditworthy third parties.
It is the Group policy that customers who wish to trade on credit terms are subject to credit verification procedures.
In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.
22 FINANCIAL INSTRUMENTS
Fair values
The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their net fair values. The net fair values of financial assets and liabilities are determined as follows:
-
The net fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and
-
The net fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow theory.
38
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
22 FINANCIAL INSTRUMENTS (continued)
Interest rate risk
The following table sets out the carrying amount, by maturity, of the financial instruments that are exposed to interest rate risk:
| Year ended 30 June 2007 | Fixed Interest Rate Maturity Floating Interest Rate < 1year 1 to 5 years > 5 years Non- Interest Bearing Total |
|---|---|
| CONSOLIDATED Financial Assets Cash assets Receivables Other financial assets Financial Liabilities Trade payables Bank overdraft Hire purchase liability Bank loans PARENT Financial Assets Cash assets Receivables Other financial assets Financial Liabilities Trade payables Bank loans |
1% 435,507 - - - 435,507 - - - - 540,223 540,223 - - - - 26,000 26,000 |
| - 435,507 - - 566,2231,001,730 |
|
| - - - - 328,334 328,334 - - - - - - 7.5% 106,296 98,901 - - 205,197 6.66% 84,700 762,300 - - 847,000 |
|
| - 190,996 861,201 - 328,334 1,380,531 |
|
| 1% 295,836 - - - 295,836 7.3% 4,097,557 - - 54,912 4,152,469 - - - - 23,002 23,002 |
|
| - 4,393,393 - - 77,914 4,471,307 |
|
| - - - - 29,663 29,663 6.66% 84,700 762,300 - - 762,300 |
|
| - 84,700 762,300 - 29,663 791,963 |
39
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
22. FINANCIAL INSTRUMENTS (continued)
| Year ended 30 June 2006 | Fixed Interest Rate Maturity Floating Interest Rate < 1year 1 to 5 years > 5 years Non- Interest Bearing Total |
|---|---|
| CONSOLIDATED Financial Assets Cash assets Receivables Other financial assets Financial Liabilities Trade payables Bank overdraft Hire purchase liability Bank loans PARENT Financial Assets Cash assets Receivables Other financial assets Financial Liabilities Trade payables Bank loans |
1% 1,462,633 - - - 1,462,633 - - - - 612,355 612,355 - - - - 26,990 26,990 |
| - 1,462,633 - - 639,345 2,101,978 |
|
| - - - - 275,066 275,066 - - - - - - 7.5% 114,899 205,197 - - 320,096 7.4% - 417,281 - - 417,281 |
|
| - 114,899 622,478 - 275,066 1,012,443 |
|
| 1% 1,300,184 - - - 1,300,184 9% 2,875,671 - - 122,193 2,997,864 - - - - 23,002 23,002 |
|
| - 4,175,855 - - 145,195 4,321,050 |
|
| - - - - 19,185 19,185 7.4% - 417,281 - - 417,281 |
|
| - - 417,281 - 19,185 436,466 |
40
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
23 BUSINESS COMBINATION
Acquisition of Hydr8 Custom Labelled Bottled Water
In December 2006, Refresh acquired Hydr8 Custom Labelled Bottled Water business based in Melbourne. Their business was marketing as a customised and tailored product. This acquisition will increase the company’s market share in the customised labelled Bottled Water market.
Consideration for the purchase was $70,000 in cash and 400,000 ordinary shares in Refresh Group Limited based on market price at 18 cents each.
| Plant & Equipment Goodwill arising on acquisition Consideration: Shares issued, at market price Cash paid Total consideration |
Recognised on acquisition $ 1,428 140,572 |
|---|---|
| 142,000 | |
| 72,000 70,000 |
|
| 142,000 |
41
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
24 COMMITMENTS AND CONTINGENCIES
Operating lease commitments - Group as lessee
The Group has entered into commercial leases where it is not in the best interest of the Group to purchase these assets.
| Kalgoorlie Melbourne Sydney Toowoomba |
Expiry | Term |
|---|---|---|
| 21/12/08 | 2+2years | |
| 16/02/09 | takenup2-yearoption | |
| 31/08/08 | takenup2-yearoption | |
| 31/03/09 | 3 + 3 years |
Renewal terms are included in the contracts. Renewals are at the option of the specific entity that holds the lease.
There are no restrictions placed upon the lessee by entering into these leases.
Future minimum rentals payable under non-cancellable operating leases as at 30 June are as follows:
| Within one year After one year but not more than five years |
CONSOLIDATED PARENT 2007 2006 2007 2006 |
|---|---|
| 172,680 245,951 - - 65,894 182,577 - - |
|
| 238,574 428,528 - - |
Finance lease and hire purchase commitments
The Group has finance leases and hire purchase contracts for various items of plant and machinery, these leases have no terms of renewal or purchase options and escalation clauses.
Future minimum lease payments under finance leases and hire purchase contracts together with the present value of the net minimum lease payments areas follows:
| CONSOLIDATED Within one year After one year but not more than five years Total minimum lease payments Less amounts representing finance charges Present value of minimum lease payments |
2007 2006 Minimum payments Minimum payments |
|---|---|
| 117,468 134,128 107,054 224,671 |
|
| 224,522 358,799 (20,806) (38,703) |
|
| 203,716 320,096 |
Other Commitments
The Group has a capital purchase commitment for a distiller amounting to $29,907, payable to ForeverWater within the next one year.
42
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
25 IMPAIRMENT TESTING OF INDEFINITE LIVED GOODWILL AND TRADEMARKS
Goodwill acquired through business combinations has been allocated to one individual cash generating unit for impairment testing as follows:
Refresh Waters Queensland cash generating unit
The recoverable amount of the Toowoomba and Hydr8 unit has been determined based on a value in use calculation.
To calculate this, cash flow projections are based on financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 10%.
The Board anticipates growth in revenues of around 12% for each of the next 5 years, with a net profit margin of 7% for Toowoomba.
The significant purchases of capital equipment will assist in meeting these obtainable growth rates.
Hydr8 cash generating unit
The recoverable amount of Hydr8 has also been determined based on a value in use calculation.
The cash flow projections are based on financial budgets approved by senior management covering a five- year period. The discount rate applied to cash flow projections is 10%.
The Board anticipates growth in revenues of around 15% for each of the next 5 years, with a net profit 20% for Hydr8.
We expect to achieve the projected margin through direct dealing with the customers.
Carrying amount of goodwill and trademarks.
| Carrying amount of goodwill Carrying amount of trademarks with indefinite useful life |
CONSOLIDATED Toowoomba Segment Hydr8 Segment Other Segments Total 2007 2006 2007 2006 2007 2006 2007 2006 |
|---|---|
| 322,378 322,378 140,572 - 80,824 77,326 543,774 399,704 - - - - 3,000 3,000 3,000 3,000 |
| Carrying amount of goodwill Carrying amount of trademarks with indefinite useful life |
PARENT Total 2007 2006 |
|---|---|
| - - - - |
43
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
26 RELATED PARTY DISCLOSURE
The consolidated financial statements include the financial statements of Refresh Group Ltd and the subsidiaries listed in the following table.
| Country of | % Equity | interest | Investment ($) | Investment ($) | |
|---|---|---|---|---|---|
| incorporation | 2007 | 2006 | 2007 | 2006 | |
| Refresh Waters Pty Ltd | Australia | 100% | 100% | 2 | 2 |
| Refresh Waters Queensland Pty Ltd | Australia | 100% | 100% | 142,188 | 142,188 |
Refresh Group Ltd is the ultimate Australian parent entity and ultimate parent of the Group.
The following table provides the total amount of transactions which have been entered into with related parties for the relevant financial year (for information regarding outstanding balances at year-end, refer to note 9 and note 17):
| Income | Purchases | Amount | Amounts | ||
|---|---|---|---|---|---|
| from | from | owed by | owed to | ||
| related | related | related | related | ||
| Related party | parties | parties | parties | parties | |
| CONSOLIDATED | |||||
| Associates: | |||||
| Relish Australia Pty Ltd | 2007 | 638 | - | - | - |
| 2006 | 20,000 | - | - | - | |
| Restock Distributors Pty Ltd | 2007 | 43,133 | - | 1,227 | - |
| 2006 | 23,126 | - | 18,300 | - | |
| PARENT | |||||
| Associate: | |||||
| Relish Australia Pty Ltd | 2007 | - | - | - | - |
| 2006 | 20,000 | - | - | - | |
| Restock Distributors Pty Ltd | 2007 | - | - | - | - |
| 2006 | 23,126 | - | - | - | |
| Subsidiaries: | |||||
| Refresh Waters Pty Ltd | 2007 | 403,066 | - | 4,047,557 | - |
| 2006 | 373,945 | - | 2,875,671 | - | |
| Refresh Waters Queensland Pty | |||||
| Ltd | 2007 | - | 50,000 | ||
| 2006 | - | - |
Subsidiaries
A loan balance of $234,919 (2006: $72,733) exists at 30 June 2007 between Refresh Waters Pty Ltd and Refresh Waters Qld Pty Ltd.
Terms and conditions of transactions with related parties
Sales to and purchases from related parties are made in arms length transactions at both normal market prices and normal commercial terms.
Outstanding balances at year-end are unsecured and settlement occurs in cash.
There have been no guarantees provided or received for any related party receivables.
44
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
27 EVENTS AFTER THE BALANCE SHEET DATE
On 2 July 2007, Refresh acquired the bottled water division of Sun Shower Springs Pty Ltd. This operation will be part of Refresh Waters Queensland Pty Ltd. The consideration for the purchase was $500,000, of which $420,000 was cash consideration.
The Board recently approved to engage a property agent to market its premises at 17 Denninup Way, Malaga.
28 AUDITORS’ REMUNERATION
| Amounts received or due and receivable by PKF Perth for: • an audit or review of the financial report of the entity and any other entity in the consolidated entity • other services in relation to the entity and any other entity in the consolidated entity (c) tax compliance (d) assurance related • other services performed by entities controlled by the partners of PKF Perth for: (a) corporate advisory costs (b) tax consulting and restructure costs |
CONSOLIDATED PARENT 2007 2006 2007 2006 $ $ $ $ |
|---|---|
| 29,500 33,000 29,500 33,000 33,520 10,090 33,520 10,090 5,404 62,804 5,404 62,804 - 66,018 - 66,018 - 27,075 - 27,075 |
|
| 68,424 198,987 68,424 198,987 |
Amounts received or due and receivable by PKF Perth for:
45
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
29 DIRECTORS AND EXECUTIVES DISCLOSURE
(a) Details of Directors and Specified Executives
(i)Directors
Mr. H Heng Executive Chairman Mr. E Teo Executive Director Mr. M Smith Director (non-executive)
(ii) Specified Executives
Ms Mary Ang Chief Financial Officer and Company Secretary Mr D Hadi Group Marketing Director Mr J Humphreys State Director – Queensland Mr H Ho Operations Manager – Victoria Mr M Scott Business Manager – Western Australia
(b) Remuneration of Directors and Specified Executives
Due to the relatively small size of the Company, all remuneration policies and practices were decided by the full board of directors.
Remuneration of non-executive directors is determined by the board, within the maximum amount approved by shareholders from time to time. At present, the aggregate sum is fixed at a maximum of $100,000 per annum.
(i) Remuneration of Directors
| Directors | Primary Post Employment Equity Other Total Salary & Fees Cash Bonus Non Monetary benefits Superann uation Retirement benefits Options $ $ $ $ $ $ $ $ |
|---|---|
| 30 June 2007 Mr L Ivory Mr H Heng Mr E Teo Mr M Smith Total 30 June 2006 Mr L Ivory Mr H Heng Mr E Teo Mr M Smith Total |
10,000 - - 900 - - - 10,900 85,210 - 1,674 7,669 - 4,425 1,346 100,324 57,802 - 1,231 5,202 - 3,540 1,616 69,391 5,450 - - 10,900 - 3,540 - 19,890 |
| 158,462 - 2,905 24,671 - 11,505 2,962 200,505 |
|
| 14,231 - - 1,281 - 6,360 - 21,872 76,904 - - 17,696 - 5,300 1,000 100,900 58,337 - - 5,250 - 4,240 - 67,827 5,906 - - 9,815 - 4,240 - 19,961 |
|
| 155,378 - - 34,042 - 20,140 1,000 210,560 |
46
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
29 DIRECTOR AND EXECUTIVE DISCLOSURES (continued)
(ii) Remuneration of Specified Executives
| Primary Post Employment Equity Other Total Salary & Fees Cash Bonus Non Monetary benefits Superan nuation Retirement benefits Options $ $ $ $ $ $ $ $ |
|
|---|---|
| 30 June 2007 Ms M Ang Mr D Hadi Mr H Ho Mr J Humphreys Mr M Scott Total 30 June 2006 Mr M Keong Mr D Hadi Mr H Ho Mr J Humphreys Mr M Scott Total |
45,695 - - 4,113 - 2,950 - 52,758 59,004 - 413 5,310 - 2,950 1,364 69,041 57,124 - - 4,856 - 2,213 - 64,193 29,500 - - 36,491 - 2,950 1,000 69,941 52,401 - 476 4,716 - 2,213 - 59,806 |
| 243,724 - 889 55,486 - 13,276 2,364 315,739 |
|
| 60,130 - - 5,287 - - - 65,417 57,659 - - 5,122 - 3,816 - 66,597 56,500 - - 4,767 - 2,756 - 64,023 19,585 - - 24,405 - 3,816 - 47,806 49,556 - - 4,419 - 3,180 - 57,155 |
|
| 243,430 - - 44,000 - 13,568 - 300,998 |
(c) Remuneration: Options granted and vested during the year
During the financial year, options were granted as equity compensation benefits under the Director s and Executives Option Scheme (DEOS) to certain directors and specified executives as disclosed below. The options were issued free of charge. Each option entitles the holder to subscribe for one fully paid ordinary share in the entity at an exercise price of $0.15.
| Vested Granted Terms & Conditions for each Grant Value per option at grant date Exercise price per share No. No. Grant Date ($) ($) Expiry Date |
|
|---|---|
| Directors: Mr H Heng Mr E Teo Mr M Smith Specified Executives: Ms M Ang Mr D Hadi Mr J Humphreys Mr H Ho Mr M Scott |
150,000 150,000 29/03/07 0.0295 0.15 28/03/08 120,000 120,000 29/03/07 0.0295 0.15 28/03/08 120,000 120,000 29/03/07 0.0295 0.15 28/03/08 100,000 100,000 29/03/07 0.0295 0.15 28/03/08 100,000 100,000 29/03/07 0.0295 0.15 28/03/08 100,000 100,000 29/03/07 0.0295 0.15 28/03/08 75,000 75,000 29/03/07 0.0295 0.15 28/03/08 75,000 75,000 29/03/07 0.0295 0.15 28/03/08 840,000 840,000 |
47
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
29 DIRECTOR AND EXECUTIVE DISCLOSURES (continued)
(d) Option holdings of directors and specified executives
| Balance at beg of period 01-Jul-06 Granted as Remuneration Options Exercised Net Change Other # Balance at end of period 30-Jun-07 Not Vested & Not Exercisable Vested & Exercisable |
|
|---|---|
| Directors Mr L Ivory Mr H Heng Mr E Teo Mr M Smith Specified Executives Ms M Ang Mr D Hadi Mr J Humphreys Mr H Ho Mr M Scott Total |
150,000 - - (150,000) - - - 125,000 150,000 - (125,000) 150,000 - 150,000 100,000 120,000 - (100,000) 120,000 - 120,000 100,000 120,000 - (100,000) 120,000 - 120,000 - 100,000 - - 100,000 - 100,000 90,000 100,000 - (90,000) 100,000 - 100,000 90,000 100,000 - (90,000) 100,000 - 100,000 65,000 75,000 - (65,000) 75,000 - 75,000 75,000 75,000 - (75,000) 75,000 - 75,000 |
| 795,000 840,000 - (795,000) 840,000 - 840,000 |
Options granted in previous year expired without any being exercised.
A full list of option holders can be found at note 16 (Employee Benefits).
(e) Shareholdings of Directors and specified executives
Shares held in Refresh Group Ltd
| Balance 01-Jul-06 Granted as Remuneration Other Net Changes * Balance 30-June-07 Ord Pref Ord Pref Ord Pr ef Ord _Pref _ |
|
|---|---|
| Directors Mr H Heng Mr E Teo Mr. M Smith Specified Executives Ms M Ang Mr D Hadi Mr J Humphreys Mr H Ho Mr M Scott Total |
9,510,379 - - - 64,000 - 9,574,379 - 7,489,900 - - - 49,000 - 7,538,900 - 25,000 - - - - - 25,000 - - - - - 25,000 - 25,000 - 3,905,050 - - - 69,000 - 3,974,050 - 2,035,000 - - - 102,000 - 2,137,000 - 35,000 - - - - - 35,000 - 29,500 - - - - - 29,500 - 23,029,829 - - - 309,000 - 23,338,829 - |
* Other net changes relate to general sales and purchases made on the open market.
All equity transactions with directors other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.
48
Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007
29 DIRECTOR AND EXECUTIVE DISCLOSURES (continued)
- (f) Loans to Directors and Specified Executives
Except for the approved instalment plan under its ESS, no Director or Specified Executive has any loan with Refresh Group Ltd or any of its controlled entities.
49
Directors’ Declaration
In accordance with a resolution of the directors of Refresh Group Ltd, I state that:
In the opinion of the directors:
-
(a) the financial statements and notes of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including:
-
(i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2007 and of their performance for the year ended on that date; and
-
(ii) complying with Accounting Standards and Corporations Regulations 2001; and
-
(b) the directors have been given the declarations by the Managing Director and Chief Financial Officer required by Section 295A; and
-
(c) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
On behalf of the Board
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Henry Heng Executive Chairman Perth, 28 September 2007
50
==> picture [91 x 65] intentionally omitted <==
TO THE MEMBERS OF REFRESH GROUP LIMITED
REPORT ON THE FINANCIAL REPORT
We have audited the accompanying financial report of Refresh Group Limited and its controlled entities, which comprises the balance sheet as at 30 June 2007, 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. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation 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 controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
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 from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the 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 appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
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 audit, we have complied with the independence requirements of the Corporations Act 2001 .
PKF is a national association of independent chartered accounting and consulting firms, each trading as PKF. PKF Australia Ltd is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.
Tel: 61 8 9278 2222 | Fax: 61 8 9278 7700 | www.pkf.com.au West Australian Partnership | ABN 39 542 778 278 Level 7, BGC Centre | 28 The Esplanade | Perth | Western Australia 6000 | Australia PO Box Z5066 | St Georges Terrace | Perth | Western Australia 6831
51
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Auditor’s Opinion
In our opinion the financial report of Refresh Group Limited and its controlled entities is in accordance with the Corporations Act 2001 , including:
-
(a) giving a true and fair view of Refresh Group Limited and its controlled entities’ financial position as at 30 June 2007 and of its performance for the year ended on that date; and
-
(b) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 .
==> picture [107 x 88] intentionally omitted <==
PKF
Chartered Accountants
==> picture [95 x 84] intentionally omitted <==
Neil Smith Partner
Dated at Perth, Western Australia on the 28[th] day of September 2007
52
Corporate Governance Statement
Refresh will follow the guidelines of the ASX Corporate Governance Council as much as it could. However, as Refresh is a small company, this is not always possible. Below are reasons for recommendations that have not been followed.
-
1.1 Formalise and disclose functions reserved to the board and those delegated to management. Satisfied
-
2.1 A majority of the board should be independent directors.
-
The Board has 3 directors, 1 of whom is independent.
-
2.2 The chairperson should be an independent director. Not satisfied.
-
2.3 The roles of chairperson and chief executive officer should not be exercised by same individual. Not satisfied.
-
2.4 The board should establish a nomination committee.
The board has only 3 members so the role of the nomination committee is served by the full board.
-
2.5 The following material should be included in the corporate governance section of the annual report:
-
the skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report
-
the names of the directors considered by the board to constitute independent directors and the company’s materiality thresholds
-
a statement as to whether there is a procedure agreed by the board for directors to take independent professional advice at the expense of the company
-
the term of office held by each director in office at the date of the annual report Satisfied for all above
-
the names of members of the nomination committee and their attendance at meetings of the committee
-
See 2.4
-
3.1 Establish a code of conduct to guide the directors, the chief executive officer, the chief financial officer and any other key executives’ as to:
-
3.1.1 the practices necessary to maintain confidence in the company integrity
-
3.1.2 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
Satisfied
-
3.2 Disclose the policy concerning trading in company securities by directors, officers and employees. Satisfied
-
4.1 Require the chief executive officer and chief financial officer to state in writing to the board that the company’s financial reports present a true and fair view, in all material respects, of the company’s financial condition and operational results, and are in accordance with relevant accounting standards. Satisfied
-
4.2 The board should establish an audit committee.
The board has only 3 members so the role of the audit committee is served by the full board.
53
Corporate Governance Statement (continued)
- 4.3 Structure of the audit committee so that it consists of only non-executive directors, a majority of independent directors, an independent chairperson who is not the chairperson of the board and has at least three members.
The board has only 3 members so the role of the audit committee is served by the full board.
-
4.4 The audit committee should have a formal charter. Satisfied
-
4.5 The following material should be included in the corporate governance section of the annual report:
-
details and qualifications of those appointed to the audit committee
-
the number of meetings of the audit committee and the names of the attendees
-
The board has only 3 members so the role of the audit committee is served by the full board.
-
5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior management level for that compliance.
-
Satisfied
-
Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings. Satisfied
-
6.2 Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the content and preparation of the auditor’s report.
-
Satisfied
-
7.1 The board or appropriate board committee should establish policies on risk oversight and management. Satisfied
-
7.2 The chief executive officer and chief financial officer should state to the board in writing that:
-
7.2.1 the statement given in accordance with best practice recommendation 4.1 is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board
-
7.2.2 the company’s risk management and internal compliance and control system is operating efficiently and effectively in all material aspects.
-
Satisfied
-
8.1 Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives.
Not satisfied; pending the adoption of an evaluation process
- 9.1 Provide disclosure in relation to the company’s remuneration policies to enable investors to understand (i) the costs and benefits of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance. See 8.1
9.2 The board should establish a remuneration committee.
The board has only 3 members so the role of the remuneration committee is served by the full board.
54
Corporate Governance Statement (continued)
- 9.3 Clearly distinguish the structure of the non-executive directors’ remuneration from that of executives’.
Satisfied
-
9.4 Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders.
-
Satisfied
-
9.5 The following material should be included in the corporate governance section of the annual report:
-
Disclosure of the company’s remuneration policies referred to in 9.1
-
The names of the members of the remuneration committee and their attendance at meetings of the committee
The board has only 3 members so the role of the remuneration committee is served by the full board.
-
The existence and terms of any schemes for retirement benefits, other than statutory
-
superannuation, for non-executive directors Satisfied
-
10.1 Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate shareholders.
-
Satisfied
55
Shareholder Information
Shareholder information set out below was as at 24 September 2007
Distribution of Ordinary Shares
| Range of Shares 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total Holders of less than a marketable parcel of ordinary shares |
Total Holders 1 18 224 151 37 |
|---|---|
| 431 | |
| 27 |
Voting Rights Attaching to Ordinary Shares
On a show of hands, every member present in person or by proxy shall have one vote. Upon a poll, each share shall have one vote.
On-Market Buy-Back
There is no on-market buy-back of its shares.
20 Largest Shareholders - Ordinary Shares
| Mr Henry Eng Chye Heng & Ms Sok Hwa Ngoh Mr Edmund Soon Kin Teo & Mrs Janice Teo Ms Inn Hoon Judy Ong Mr Djuanda Hadi Ms Ing Cheng Diana Ong Mr John William Dick Humphreys & Mrs Julie Humphreys Mr Samuel Jacob Mr Juan Hui Goh Mr Meng Leong Lye Dr Chee Seng Seah ANZ Nominees Limited Mr Henry Eng Chye Heng & Mr Edmund Soon Kin Teo Mr William Ross McCorquodale Mr Stewart Gordon Doyle Mr Clark Andrew Beebe & Mrs Donna Lasala Beebe Ms Soon Jong Lee Mr Vijaya Kumar Kandappan Miss Sherlene Heng Mr Paul Gaynor Adams Dr Gerry Gaviola & Dr Durga Gaviola Total Shares issued |
Shares % 8,818,200 19.9 6,793,900 15.3 3,607,700 8.1 3,404,550 7.7 3,234,600 7.3 2,102,000 4.7 1,063,400 2.4 1,000,000 2.3 1,000,000 2.3 940,000 2.1 500,000 1.1 404,000 0.9 400,000 0.9 302,115 0.7 270,000 0.6 270,000 0.6 259,700 0.6 252,000 0.6 250,000 0.6 250,000 0.6 |
|---|---|
| 35,122,165 79.2 |
|
| 44,361,233 |
56
Shareholder Information (continued)
Substantial Shareholders - Ordinary Shares
| Shares | % | |
|---|---|---|
| Mr Henry Eng Chye Heng & Ms Sok Hwa Ngoh | 8,818,200 | 19.9 |
| Mr Edmund Soon Kin Teo & Mrs Janice Teo | 6,793,900 | 15.3 |
| Ms Inn Hoon Judy Ong | 3,607,700 | 8.1 |
| Mr Djuanda Hadi | 3,404,550 | 7.7 |
| Ms Ing Cheng Diana Ong | 3,234,600 | 7.3 |
Restricted Securities - Ordinary Shares
Escrowed Shares expiring 29 March 2008 17,186,405 shares
57
Corporate Directory
BOARD OF DIRECTORS
Henry Heng Executive Chairman Edmund Teo Executive Director Murray Smith Non-Executive Director
COMPANY SECRETARY / CHIEF FINANCIAL OFFICER
Mary Ang
REGISTERED OFFICE AND HEAD OFFICE
17 Denninup Way MALAGA WA 6090 Telephone: (08) 9248 3006 Facsimile: (08) 9248 7233 Email: [email protected] Web Address: www.refreshgroup.com.au
OTHER OPERATING LOCATIONS
New South Wales – Sydney
3 Salisbury Street SILVERWATER NSW 2128 Telephone: (02) 9748 4200 Facsimile: (02) 9748 4366 Email: [email protected]
Queensland – Brisbane
1/8 Shoebury Street ROCKLEA QLD 4106 Telephone: (07) 3848 3888 Facsimile: (07) 3848 3899 Email: [email protected]
Victoria - Melbourne
14 Bando Road SPRINGVALE VIC 3171 Telephone: (03) 9562 3877 Facsimile: (03) 9562 3177 Email: [email protected]
Queensland – Toowoomba 600 Boundary Street TOOWOOMBA QLD 4350 Telephone: (07) 4659 0400 Facsimile: (07) 4659 0411 Email: [email protected]
Western Australia - Kalgoorlie
33/46 Great Eastern Highway KALGOORLIE WA 6430 Telephone; (08) 9022 2266 Facsimile: (08) 9022 4468 Email: [email protected]
SOLICITORS
Wojtowicz Kelly Legal Level 2 11 Mounts Bay Road Perth WA 6000
AUDITORS
PKF Chartered Accountants Level 7, BGC Centre 28 The Esplanade Perth WA 6000
SHARE REGISTRY
Computershare Investor Services Level 2 45 St Georges Terrace Perth WA 6000 Tel 1300 557 010
58