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EVZ LIMITED Annual Report 2010

Sep 27, 2010

64889_rns_2010-09-27_a6f8b7cc-55ea-47ab-980a-ed5ddfed0279.pdf

Annual Report

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EVZ LIMITED

A.B.N.87 010 550 357

(formerly Envirozel Limited)

AND CONTROLLED ENTITIES

ANNUAL REPORT

2010

EVZ LIMITED

ANNUAL REPORT 2010

CONTENTS

CORPORATE DIRECTORY ...................................................................................................................... 3 DIRECTORS’ REPORT ............................................................................................................................. 4 CORPORATE GOVERNANCE STATEMENT ......................................................................................... 11 AUDITOR’S INDEPENDENCE DECLARATION ..................................................................................... 18 INCOME STATEMENT ............................................................................................................................ 19 STATEMENT OF COMPREHENSIVE INCOME ..................................................................................... 20 STATEMENT OF FINANCIAL POSITION ............................................................................................... 21 STATEMENT OF CHANGES IN EQUITY ............................................................................................... 22 STATEMENT OF CASH FLOWS ............................................................................................................ 23 NOTES TO AND FORMING PART OF THE ACCOUNTS ...................................................................... 24 DIRECTORS’ DECLARATION ................................................................................................................ 55 INDEPENDENT AUDIT REPORT TO THE MEMBERS .......................................................................... 56 ADDITIONAL SHAREHOLDER INFORMATION .................................................................................... 58

EVZ LIMITED

CORPORATE DIRECTORY

DIRECTORS M Findlay (Non-Executive Chairman) P Jones (Non-Executive Director) K Fagg (Non-Executive Director) G Burns (Non-Executive Director) CHIEF EXECUTIVE OFFICER A Powis CHIEF FINANCIAL OFFICER & COMPANY SECRETARY I Wallace REGISTERED & PRINCIPAL OFFICE Level 7 410 Collins Street MELBOURNE VIC 3000 Telephone: (03) 9670 4545 Facsimile: (03) 9670 6670 Email: [email protected] SHARE REGISTRY Computershare Investor Services Pty Ltd 452 Johnston Street ABBOTSFORD Vic 3067 Telephone: 1300 137 328 Facsimile: 1300 137 341 AUDITORS Bentleys Melbourne Partnership Level 7 114 William Street MELBOURNE Vic 3000 BANKERS Commonwealth Bank of Australia

BANKERS STOCK EXCHANGE LISTING

Australian Securities Exchange Limited (Home Exchange – Melbourne) ASX Code: EVZ

Page 3

EVZ LIMITED

DIRECTORS’ REPORT

The Directors present their report on the financial statements of the Company and economic entity for the year ended 30 June 2010. In order to comply with the provisions of the Corporations Act, the Directors report as follows:

DIRECTORS

The following persons were Directors of the Company during the financial year and up to the date of this report:

Maxwell FINDLAY Peter JONES Keith FAGG Graham BURNS Gordon McKERN (retired 26 February 2010)

INFORMATION ON DIRECTORS

Details of the Directors of the Company in office at the date of this report are:

Maxwell Findlay Appointed 14 May 2008 – Non-Executive Chairman.
Mr Findlay, age 64, was the Managing Director of Programmed
Maintenance Services Limited from 1988 to 2008 and accumulated
significant and relevant experience in the strategy, planning,
management and marketing of a growing industrial organization.
Mr Findlay has a Bachelor of Economics and is a Fellow of the
Australian Institute of Company Directors.
Mr Findlay is a member of the Audit Committee, Nomination
Committee and Remuneration Committee.
Interest in Shares: 1,345,000 ordinary shares
Peter Jones Appointed 29 March 2004 – Non-Executive Director.
Mr Jones, age 58, is a Chartered Accountant and has extensive
skills in business development, financing and property development.
Mr Jones is Chairman of the Audit Committee and a member of the
Nomination Committee and Remuneration Committee.
Interest in Shares: 7,713,748 ordinary shares
Keith Fagg Appointed 20 December 2005 – Non-Executive Director.
Mr Fagg, age 55, owns and operates the Fagg’s Mitre 10 business,
one of the largest in Australia in the Mitre 10 Group.
Mr Fagg has wide-ranging managerial skills.
Mr Fagg has a Bachelor of Economics (Hons) and is a member of
the Australian Institute of Company Directors.
Mr Fagg is a member of the Audit Committee and Nomination
Committee.
Interest in Shares: 1,886,312 ordinary shares
Graham Burns Appointed 1 February 2008 – Non-Executive Director.
Mr Burns, age 55, has extensive managerial skills and experience in
the property, retail and manufacturing sectors. He is currently the
Chief Executive of Hunter Land which is a significant industrial
developer in regional New South Wales.
Mr Burns is Chairman of the Remuneration Committee.
Interest in Shares: 4,700,000 ordinary shares

Page 4

EVZ LIMITED

DIRECTORS’ REPORT

DIRECTORS’ MEETINGS

The following table sets out the number of Directors’ meetings (including meetings of any committee of Directors) held during the financial year and the number of meetings attended by each Director (whilst they were a Director or Committee member):

DIRECTORS’ MEETINGS
Total number of meetings held: 13
No. Attended No. Held
Whilst a Director
M Findlay – Chairman 13 13
P Jones 11 13
K Fagg 13 13
G Burns 13 13
G McKern (retired 26 February 2010) 8 8
REMUNERATION COMMITTEE MEETINGS
Total number of meetings held: 1
No. Attended No. Held
Whilst a Member
G Burns – Chairman 1 1
M Findlay 1 1
P Jones (appointed 18 March 2010) 0 1
G McKern (retired 26 February 2010) 0 0
AUDIT COMMITTEE MEETINGS
Total number of meetings held: 2
No. Attended No. Held
Whilst a Member
P Jones – Chairman 2 2
K Fagg 2 2
M Findlay 2 2

There were no meetings of the Nomination Committee held during the year.

COMPANY SECRETARY

The Company Secretary is Ian Wallace. Mr Wallace is a Chartered Accountant with accounting and company secretarial experience in listed and unlisted companies.

PRINCIPAL ACTIVITIES

The economic entity operates in the engineering services industry sector and its principal activities are:

  • Design and installation of syfonic roof drainage systems to major buildings including airports, shopping centres and sporting venues throughout Australia and South East Asia.

  • Design, manufacture, service and maintenance of large steel tanks for use in the water, petrochemical and chemical industries.

  • Design, construction, on-site installation, maintenance and shutdown engineering services to the mining, wood chip, petrochemical, aluminium, glass, cement, defence and agriculture industries.

  • Design, installation and maintenance of base and back-up power generation equipment, communications equipment and marine installations.

  • Fabrication and erection of structural steelwork, for large commercial, industrial and retail projects.

Page 5

EVZ LIMITED

DIRECTORS’ REPORT

OPERATING RESULTS

The net profit for the economic entity for the year after income tax expense was $259,498 compared to a net profit after income tax expense in 2009 of $2,019,305.

DIVIDENDS

Since the start of the financial year the Company has:

  • Paid a final fully franked dividend for the 30 June 2009 financial year of 0.25 cents per share on 6 November 2009.

  • Paid an interim fully franked dividend for the 30 June 2010 financial year on 15 April 2010 of 0.25 cents per share.

  • Directors have agreed not to pay a final dividend for the year to 30 June 2010.

REVIEW OF ACTIVITIES

During the year under review the Company:

  • Changed its name to EVZ Limited.

  • Faced significantly difficult trading conditions resulting from the prevailing economic conditions.

  • Maintained its relative revenue base despite significant price pressures which impacted on profit margins.

  • Continued to expand its customer product and geographic base from an increased investment in business development.

  • Completed several projects utilising the joint capabilities of a number of the Group businesses.

CHANGES IN STATE OF AFFAIRS

There was no change in the state of affairs.

SUBSEQUENT EVENTS

There have not been any matters or circumstances, other than those referred to in the financial statements or notes thereto, that have arisen since the end of the financial year, that have significantly affected, or may significantly affect, the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years after this financial year.

FUTURE DEVELOPMENTS

The Directors believe, on reasonable grounds, that to include in this report particular information regarding likely developments in the operations of the economic entity and the expected results of those operations in financial years after the financial year would be likely to result in unreasonable prejudice to the economic entity. Accordingly, this information has not been included in this report.

PROCEEDINGS ON BEHALF OF THE COMPANY

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of the Corporations Act 2001.

SHARE OPTIONS

There are no share options.

ENVIRONMENTAL REGULATION

The economic entity is not subject to any significant environmental regulations under a Commonwealth, State or Territory Law.

INSURANCE OF OFFICERS

During the financial year the Company insured the Directors and Officers of the Company against legal costs that may be brought against the Directors and officers in their capacity as officers of the Company. The policy provides for confidentiality with respect to its premium.

Page 6

EVZ LIMITED

DIRECTORS’ REPORT

NON-AUDIT SERVICES

During the current and prior year there were no non-audit services provided by the Company’s Auditors.

AUDITORS’ INDEPENDENCE DECLARATION

As required under Section 307C of the Corporations Act 2001, EVZ Limited has obtained an Independence Declaration from its Auditors, Bentley’s Melbourne Partnership. This is included on page 18 of this financial report.

REMUNERATION REPORT

This report details the nature and amount of remuneration for each Director of EVZ Limited and for key management personnel.

Remuneration Policy

The remuneration policy of EVZ Limited has been designed to align Director and Executive remuneration with Shareholder and business objectives by providing a fixed remuneration component and where appropriate offering specific short and long-term incentives based on key performance areas affecting the economic entity’s financial results. The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best Directors and Executives to govern and manage the economic entity, as well as create goal congruence between Directors, Executives and Shareholders.

Executive Remuneration

The Board’s policy for determining the nature and amount of remuneration for key senior Executives for the economic entity is as follows:

  • The remuneration policy, setting the terms and conditions for Executive Officers, was developed by the Remuneration Committee and approved by the Board after seeking professional advice where appropriate from independent external consultants.

  • All Executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits and where appropriate performance incentives.

The Remuneration Committee reviews Executive remuneration packages annually with reference to the economic entity’s performance, each Executive’s performance and comparable information from industry sectors and listed companies in similar industries.

The performance of each Executive is measured against criteria agreed with each Executive and is based predominantly on forecast growth of the economic entity’s profits and shareholders’ value. Bonuses and incentives will be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the Remuneration Committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of Executives and reward them for performance that results in long-term growth in shareholder wealth.

During the year to 30 June 2010 no incentives were paid to Executives of the economic entity (2009: $Nil).

Executives receive a superannuation guarantee contribution required by the Government, which is currently 9%, and do not receive any other retirement benefits. Individuals may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to Executives is valued at the cost to the Company and expensed.

Page 7

EVZ LIMITED

DIRECTORS’ REPORT

REMUNERATION REPORT (Continued)

Director Remuneration

The Board’s policy is to remunerate Non-Executive Directors at appropriate market rates. The Remuneration Committee recommends the fee structure for Non-Executive Directors which will be determined by reference to market practice, duties performed, time, commitment and accountability. Director fees are reviewed annually by the Remuneration Committee.

The Remuneration Committee may seek independent advice in determining appropriate fee structures for Directors.

The maximum aggregate amount of fees payable to Non-Executive Directors is subject to approval by Shareholders at the Annual General Meeting. Fees for Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors’ interests with Shareholder interests, the Directors are encouraged to hold shares in the Company and may be able to participate in any employee share/option plan introduced.

All remuneration paid to Directors is valued at the cost to the Company and expensed.

Shares and Options Issued as part of Remuneration

The Company has established the EVZ Limited Division 13A Tax Exempt Share Plan which was approved at a General Meeting of Shareholders held on 27 March 2007. Participating employees are prohibited from selling or disposing of the shares granted to them until the third anniversary of the date on which the shares were granted or the date on which the employee has ceased employment.

During the year ended 30 June 2010 no shares were granted under the Tax Exempt Share Plan.

No other forms of shares or options were issued as part of remuneration during the year to 30 June 2010 (2009: $Nil).

Performance Based Remuneration

During the year to 30 June 2010, there was no performance based remuneration paid.

EVZ has established a performance based remuneration scheme which will incentivise Executives to achieve significant growth in the performance of the economic entity. Potential incentives may be granted for Executives achieving specific key performance indicators specifically aligned to grow the ongoing performance of the economic entity and therefore shareholder wealth.

Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration

The remuneration policy has been tailored to increase goal congruence between Shareholders and Directors and Executives.

Page 8

EVZ LIMITED

DIRECTORS’ REPORT

REMUNERATION REPORT (Continued)

Details of Remuneration for the Year ended 30 June 2010

The remuneration for each Director and each of key management personnel of the economic entity during the year was as follows:

Directors

2010
M Findlay
P Jones
K Fagg
G Burns
G McKern (retired 26 February 2010)
2009
M Findlay
G McKern
P Jones
K Fagg
G Burns
Short term
Employee
Benefits
Post
Employment
Benefits
Salary
Fees
Superannuation
Contributions
Total
$
$
$
$
-
120,000
-
120,000
-
45,000
-
45,000
-
45,000
-
45,000
-
45,000
-
45,000
-
20,000
20,000
40,000
-
275,000
20,000
295,000
-
126,875
-
126,875
-
45,000
20,000
65,000
-
45,000
-
45,000
-
-
45,000
45,000
-
45,000
-
45,000
-
261,875
65,000
326,875
Key Management Personnel of the Economic Entity Key Management Personnel of the Economic Entity Key Management Personnel of the Economic Entity
Short Term Post
Employee Employment
Benefits Benefits
Share based Non Cash Superannuation
2010 Salary Remuneration Benefits Contributions Total
$ $ $ $ $
A Powis
(Chief Executive Officer) 255,755 - 6,060 49,915 311,730
I Wallace
(Chief Financial Officer and
Company Secretary) 185,878 - 15,307 50,000 251,185
A Bellgrove
(General Manager Syfon
Systems Group) 249,946 - 3,994 14,453 268,393
M Goddard
(General Manager
Brockman Engineering Pty
Ltd and Danum Engineering
Pty Ltd) 213,573 - 12,600 26,779 252,952
N Chapman
(General Manager National
Engineering Pty Ltd) 230,088 - 9,204 20,708 260,000
A Green
(General Manager TSF
Engineering Group) 232,348 - - 20,642 252,990
V Juchima
(Danum Engineering Pty Ltd
-retired 30 April 2010) 283,655 - 3,553 22,910 310,118
1,651,243 - 50,718 205,407 1,907,368

Page 9

EVZ LIMITED

DIRECTORS’ REPORT (Continued)

REMUNERATION REPORT (Continued)

Key Management Personnel of the Economic Entity (Continued)

Short Term Post
Employee Employment
Benefits Benefits
Share based Non Cash Superannuation
2009 Salary Remuneration Benefits Contributions Total
$ $ $ $ $
A Powis 189,496 - 11,738 98,240 299,474
(Chief Executive Officer)
I Wallace 161,000 - 22,467 40,000 223,467
(Chief Financial Officer and
Company Secretary)
A Bellgrove 246,756 - 5,965 13,744 266,465
(General Manager Syfon
Systems Group)
M Goddard 132,788 - 17,735 99,477 250,000
(General Manager Brockman
Engineering Pty Ltd)
V Juchima 254,803 - - 27,109 281,912
(General Manager Danum
Engineering Pty Ltd)
N Chapman 184,219 - 13,979 16,580 214,778
(General Manager National
Engineering Pty Ltd) –
commenced 1 July 2008
A Green 230,747 - - 20,642 251,389
(General Manager TSF
Engineering Group)
1,399,809 - 71,884 315,792 1,787,485

Remuneration and other terms of employment for key Executives are formalized in employment service agreements. Each of these agreements may provide for the provision of other benefits including car allowances. These agreements have no fixed term.

From 1 July 2010 all of the Executives noted above have the potential to receive incentives for achieving specific key performance indicators which specifically target significant growth in the economic entity.

Signed in accordance with a resolution of the Board of Directors.

==> picture [81 x 84] intentionally omitted <==

…………………………… Director – M Findlay

Signed at Melbourne this 27th day of September 2010.

Page 10

EVZ LIMITED

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2010

Introduction

The board of EVZ Limited is committed to protecting shareholders’ interests and ensuring investors are fully informed about the performance of the company’s business. The directors have undertaken to perform their duties with honesty, integrity, care and diligence, according to the law and in a manner that reflects the highest standards of corporate governance.

The directors have established the processes to protect the interests and assets of shareholders and to ensure the highest standard of integrity and corporate governance of the company.

The Australian Securities Exchange Corporate Governance Council sets out best practice recommendations including corporate governance practices and suggested disclosures. ASX Listing Rule 4.10.3 requires companies to disclose the extent to which they have complied with the ASX recommendations and to give reasons for not following them.

Unless otherwise indicated, the best practice recommendations of the ASX Corporate Governance Council, including corporate governance practices and suggested disclosures, have been adopted by the company for the year ended 30 June 2010 as relevant to the size and complexity of the company and its operations. The board has adopted a formal board charter, audit committee charter, remuneration committee charter, nomination committee charter, external communications policy, continuous disclosure policy, securities trading policy and code of conduct for directors and officers.

PRINCIPLE 1: LAY A SOLID FOUNDATION FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1: Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions

The EVZ Limited board charter sets out the function and responsibilities of the board. The directors of the company are accountable to shareholders for the proper management of business and affairs of the company.

The key responsibilities of the board are to:

  • establish, monitor and modify the corporate strategies of the company;

  • ensure proper corporate governance;

  • monitor and evaluate the performance of management of the company;

  • ensure that appropriate risk management systems, internal control and reporting systems and compliance frameworks are in place and are operating effectively;

  • assess the necessary and desirable competencies of board members, review board succession plans, evaluate its own performance and consider the appointment and removal of directors;

  • consider executive remuneration and incentive policies, the company’s recruitment, retention and termination policies and procedures for senior management and the remuneration framework for non-executive directors;

  • monitor financial performance;

  • approve decisions concerning the capital, including capital restructures, and dividend policy of the company; and

  • comply with the reporting and other requirements of the law.

The board delegates responsibility for day-to-day management of the company to the chief executive officer (CEO), subject to certain financial limits. The CEO must consult the board on matters that are sensitive, extraordinary, of a strategic nature or matters outside the permitted financial limits.

Page 11

EVZ LIMITED

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2010 (Continued)

Recommendation 1.2: Companies should disclose the process for evaluating the performance of senior executives

The company has a duly appointed remuneration committee. The committee operates pursuant to the remuneration committee charter.

The primary responsibilities of the remuneration committee are:

  • Establish appropriate remuneration policies for directors, the CEO and other senior executives which are effective in attracting and/or retaining the best directors and executives to monitor and manage EVZ Limited, whilst ensuring goal congruence between shareholders, directors and executives.

  • Ensuring appropriate disclosure of remuneration in line with the Corporations Act, ASX Listing Rules and Corporate Governance guidelines.

All senior executives were reviewed during the financial year in accordance with the general process of review. In addition, pursuant to the board charter, the board conducted an annual review of itself during the financial year, taking into account developments, trends and standards set in the external market place.

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

Recommendation 2.1: A majority of the Board should be independent directors

The board presently comprises four directors, all of whom, including the chairman, are non-executive and independent directors. Profiles of the directors are set out in this annual report. All directors are subject to retirement by rotation but may stand for re-election by the shareholders every three years.

The composition of the board is determined by the board and, where appropriate, external advice is sought. The board has adopted the following principles and guidelines in determining the composition of the board:

  • To be independent, a director ought to be non-executive and:

  • not a current executive of the company;

  • ideally not held an executive position in the company in the previous three years;

  • not a nominee or associate of a shareholder holding more than 10% of the company’s shares;

  • not significantly involved in the value chain of the organisation, either upstream or downstream; and

  • not a current advisor to the company receiving fees or some other benefit, except for approved director’s fees.

Recommendation 2.2: The chair should be an independent director

The chairman, Max Findlay, is an independent director. He is responsible for the leadership of the board and he has no other positions that hinder the effective performance of this role.

Recommendation 2.3: The roles of chair and CEO should not be exercised by the same individual

The role of chairman is held by Max Findlay whilst the role of CEO is held by Andrew Powis.

Recommendation 2.4: The board should establish a nomination committee

The company has a duly appointed nomination committee. The committee operates pursuant to a nomination committee charter. The charter sets out the responsibilities of the committee including

Page 12

EVZ LIMITED

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2010 (Continued)

reviewing board succession plans to ensure an appropriate balance of skills and expertise, developing policies and procedures for the appointments of directors and identifying directors with appropriate qualifications to fill board committee vacancies. The term of non-executive directorships is set out in the company’s constitution.

The nomination committee consists of:

  • Max Findlay (Chairman)

  • Keith Fagg

  • Peter Jones

Recommendation 2.5: Companies should disclose the process for evaluating the performance of the board, its committees and individual directors

The board and its committees undertook self-assessment in accordance with their relevant charters during the financial year. Max Findlay conducts annual one-on-one personal performance discussions with each of the individual directors.

The board was provided with all company information it needed in order to effectively discharge its responsibilities and were entitled to, and did, request additional information when considered necessary or desirable.

PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING

Recommendation 3.1: Companies should establish a code of conduct and disclose the code or a summary of the code to guide the directors, CEO, the chief financial officer (CFO) and other key executives in responsible decision-making

The company has developed codes of conduct to guide all of the company’s employees, particularly directors, the CEO, the CFO and other senior executives, in respect of ethical behaviour. These codes are designed to maintain confidence in the company’s integrity and the responsibility and accountability of all individuals within the company for reporting unlawful and unethical practices. These codes of conduct embrace such areas as:

  • conflicts of interest

  • corporate opportunities

  • confidentiality

  • fair dealing and trade practices

  • protection of assets

  • compliance with laws, regulations and industry codes

  • ‘whistle-blowing’

  • security trading

  • commitment to and recognition of the legitimate interests of stakeholders

Recommendation 3.2: Companies should establish a policy concerning trading in company securities by directors, senior executives and employees and disclose the policy

Directors and other shareholders are encouraged to be long-term holders of the company’s shares. For directors and officers, the company has adopted a formal securities trading policy. Directors and officers may not deal in any of the company’s securities at any time if they have inside information. A director or officer may not trade in securities during black-out periods as determined by the board of directors. These periods generally relate to periods prior to the release to the ASX of the half-yearly and annual results or where the directors are aware of any price sensitive information. A director or officer may trade in securities at other times only if they are personally satisfied that they are not in possession of inside information.

Page 13

EVZ LIMITED

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2010 (Continued)

Directors and officers must immediately advise the company secretary in writing of the details of completed transactions. Such notification is necessary whether or not prior authority has been required. The secretary must maintain a register of securities transactions. The company must comply with its obligations to notify the ASX in writing of any changes in the holdings of securities or interest in securities by directors.

PRINCIPLE 4: SAFEGUARD THE INTEGRITY IN FINANCIAL REPORTING

Recommendation 4.1: The board should establish an audit committee

The board-appointed audit committee operates in accordance with the audit committee charter. The details of the committee meetings held during the year and attendance at those meetings are detailed in the directors’ meeting schedule in the directors’ report.

Recommendation 4.2: The audit committee should be structured so that it consists only of nonexecutive directors, consists of a majority of independent directors, is chaired by an independent chair, who is not chair of the board, and has at least three members

The composition of the company’s audit committee was consistent in all aspects relating to recommendation 4.1. The audit committee consists of:

  • Peter Jones (Chairman)

  • Keith Fagg

  • Max Findlay

Each of the members of the committee is an independent, non-executive director and the chairman of the committee is not the chairman of the board. The CEO and the CFO/Company Secretary may attend the meetings at the invitation of the committee.

All members of the committee are financially literate (i.e. they are able to read and understand financial statements) and have an understanding of the industry in which the company operates.

The audit committee provides an independent review of:

  • financial information produced by the company;

  • the accounting policies adopted by the company;

  • the effectiveness of the accounting and internal control systems and management reporting which are designed to safeguard company assets;

  • the quality of the external audit functions;

  • external auditor’s performance and independence as well as considering such matters as replacing the external auditor where and when necessary; and

  • identifying risk areas.

Recommendation 4.3: The audit committee should have a formal charter

A formal audit committee charter has been adopted by the board. This charter sets out the roles, responsibilities, composition, structure and membership requirements of the audit committee.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

Recommendation 5.1: Companies should establish written policies and procedures designed to ensure compliance with ASX Listing Rules disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies

The board recognises that the company, as an entity listed on the ASX, has an obligation to make timely and balanced disclosure in accordance with the requirements of the Australian Securities Exchange

Page 14

EVZ LIMITED

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2010 (Continued)

Listing Rules and the Corporations Act 2001. The board also is of the view that an appropriately informed shareholder base and market is essential to an efficient market for the company’s securities. The board is committed to ensuring that shareholders and the market have timely and balanced disclosure of matters concerning the company. In demonstration of this commitment, the company has adopted a formal external communications policy including a continuous disclosure policy.

In order to ensure the company meets its obligations of timely disclosure of such information, the company has adopted the following policies:

  • immediate notification to the ASX of information concerning the company that a reasonable person would expect to have a material effect on the price or value of the company’s securities as prescribed under listing rule 3.1, except where such information is not required to be disclosed in accordance with the exception provisions of the listing rules;

  • the company has a website where all relevant information disclosed to the ASX will be promptly placed on the website following receipt of confirmation from the ASX and, where it is deemed desirable, released to the wider media; and

  • the company will not respond to market rumours or speculation, except where required to do so under the listing rules.

Based on information provided to the company secretary by directors, officers and employees, the company secretary is responsible for determining which information is to be disclosed and for the overall administration of this policy.

PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS

Recommendation 6.1: Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy

The board recognises that shareholders are the beneficial owners of the company and respects their rights and is continually seeking ways to assist shareholders in the exercise of those rights. The board also recognises that as owners of the company the shareholders may best contribute to the company’s growth, value and prosperity if they are appropriately informed. To this end the board seeks to empower shareholders by:

  • communicating effectively with shareholders;

  • enabling shareholders to have access to balanced and understandable information about the company and its operations; and

  • promoting shareholder participation in general meetings.

All shareholders are entitled to receive a copy of the company’s annual report. In addition, the company’s website will provide opportunities to shareholders to access company announcements, media releases and financial reports.

The board is committed to assisting shareholders’ participation in meetings and has adopted the following measures:

  • adoption of the ASX Corporate Governance Council’s recommendation and guidelines as published in the Council’s Principles of Good Governance and Best Practice Recommendations in respect of notices of meetings; and

  • ensuring that a representative of the company’s external auditor, subject to availability, is present at all annual general meetings and that shareholders have adequate opportunity to ask questions of the auditor at that meeting concerning the audit and preparation and content of the auditor’s report.

Page 15

EVZ LIMITED

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2010 (Continued)

PRINCIPLE 7: RECOGNISE AND MANAGE RISK

Recommendation 7.1: Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies

The board has overall responsibility to all stakeholders for the identification, assessment, management and monitoring of the risks faced by the company. The company currently has informal policies and procedures for risk management but the audit committee seeks to ensure compliance with regulatory requirements. The operational risks are managed at the senior management level and escalated to the board for direction where the issue is exceptional, non-recurring or may impose a material financial or operational burden on the company. The relatively small size of the company means that communication and decision-making is predominantly centralised allowing early identification of risks by senior management. It also allows senior management to respond to each risk as appropriate without the need for a written risk management policy.

Recommendation 7.2: The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks

Given the relatively small and centralised management team, the nature of the business of the company and that a majority of independent directors sits on the audit committee, the board is continuously kept informed of the effectiveness of the company’s internal control systems.

The board is in the process of formalising risk management policies. In addition, the CEO and CFO have informed the board that the integrity of the financial statements is founded on a system of risk management and internal control which supports the policies adopted by the board and that the company’s risk management and internal control system is operating effectively in all material respects to manage the company’s material business risks.

PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 8.1: The board should establish a remuneration committee

The company has a duly appointed remuneration committee. The committee operates pursuant to the remuneration committee charter.

The remuneration committee consists of:

  • Graham Burns (Chairman)

  • Peter Jones

  • Max Findlay

The primary responsibilities of the remuneration committee are:

  • Establish appropriate remuneration policies for directors, the CEO and other senior executives which are effective in attracting and/or retaining the best directors and executives to monitor and manage EVZ Limited, whilst ensuring goal congruence between shareholders, directors and executives.

  • Ensuring appropriate disclosure of remuneration in line with the Corporations Act, ASX Listing Rules and Corporate Governance guidelines.

Page 16

EVZ LIMITED

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2010 (Continued)

Recommendation 8.2: Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives

Non-executive directors are remunerated by way of fees. They may receive options (subject to shareholder approval) but there is no scheme for retirement benefits, other than statutory superannuation. Executives are paid a salary and may be provided with shares and/or options and bonuses as part of their remuneration and incentive package (subject to shareholder approval).

There are no executive directors.

Page 17

EVZ LIMITED

AUDITOR’S INDEPENDENCE DECLARATION

==> picture [462 x 663] intentionally omitted <==

Page 18

EVZ LIMITED

INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2010

Notes
Continuing Operations
Revenue
Cost of sales
Gross profit
Other income
2(a)
Administration costs
Business development costs
Corporate costs
Results from operating activities
Net finance costs
2(c)
Impairment of intangibles
Profit before income tax
Income tax expense
3
Profit for the year from continuing operations
2
Profit for the year attributable to owners of the company
Overall operations
Basic earnings per share
17
Diluted earnings per share
17
Continuing operations
Basic earnings per share
17
Diluted earnings per share
17
Economic Entity
2010
$
2009
$
77,045,804
79,765,253
(63,737,531)
(62,944,886)
13,308,273
16,820,367
69,021
227,475
(9,099,482)
(9,081,200)
(1,482,233)
(1,071,166)
(1,463,147)
(1,623,107)
1,332,432
5,272,369
(961,019)
(1,082,676)
-
(1,453,487)
371,413
2,736,206
(111,915)
(716,901)
259,498
2,019,305
259,498
2,019,305
Cents per
share
Cents per
share
0.12
0.97
0.12
0.97
0.12
0.97
0.12
0.97

The above income statement should be read in conjunction with the accompanying notes.

Page 19

EVZ LIMITED

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2010

Notes
Profit for the year
Other comprehensive income:
Exchange differences arising on translation of foreign operations
16(b)
Total comprehensive income for the year attributable to
owners of the company
Economic Entity
2010
$
259,498
2009
$
2,019,305
3,874
48,529
263,372
2,067,834

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

Page 20

EVZ LIMITED

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2010

Notes
CURRENT ASSETS
Cash and cash equivalents
22
Trade and other receivables
4
Inventories
5
Financial assets
6
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
4
Plant and equipment
7
Deferred tax assets
8
Intangible assets
9
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
10
Current tax liabilities
8
Short-term borrowings
11
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Long-term borrowings
12
Deferred tax liabilities
8
Other long term provisions
13
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
14
Reserves
16
Accumulated losses
16
TOTAL EQUITY
Economic Entity
2010
$
2009
$
4,442,384
6,095,348
18,048,029
18,710,419
2,083,117
3,004,499
11,795
11,715
24,585,325
27,821,981
383,691
256,585
6,038,887
6,270,209
2,094,247
2,211,431
29,342,776
29,342,776
37,859,601
38,081,001
62,444,926
65,902,982
11,909,523
13,853,124
-
(4,717)
12,246,718
2,175,400
24,156,241
16,023,807
222,987
11,667,892
16,859
9,048
163,837
60,756
403,683
11,737,696
24,559,924
27,761,503
37,885,002
38,141,479
46,023,159
46,023,159
217,872
213,998
(8,356,029)
(8,095,678)
37,885,002
38,141,479

The above statement of financial position should be read in conjunction with the accompanying notes.

Page 21

EVZ LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2010

ECONOMIC ENTITY

Balance at 1 July 2009
Total comprehensive income
for year
Profit for year
Foreign currency translation
reserve
Total comprehensive income for
year
Transactions with owners,
recorded directly in equity
Shares issued
Dividends
Balance at 30 June 2010
Balance at 1 July 2008
Total comprehensive income
for year
Profit for year
Foreign currency translation
reserve
Total comprehensive income for
year
Transactions with owners,
recorded directly in equity
Shares issued
Dividends
Balance at 30 June 2009
Issued
Capital
$
Accumulated
Losses
$
Capital
Reserves
$
Foreign
Currency
Translation
Reserve
$
Total
$
46,023,159
(8,095,678)
198,700
15,298
38,141,479
-
259,498
-
-
259,498
-
-
-
3,874
3,874
-
259,498
-
3,874
263,372
-
-
-
-
-
-
(519,849)
-
-
(519,849)
46,023,159
(8,356,029)
198,700
19,172
37,885,002
46,023,159
(9,075,285)
198,700
(33,231)
37,113,343
-
2,019,305
-
-
2,019,305
-
-
-
48,529
48,529
-
2,019,305
-
48,529
2,067,834
-
-
-
-
-
-
(1,039,698)
-
-
(1,039,698)
46,023,159
(8,095,678)
198,700
15,298
38,141,479

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Page 22

EVZ LIMITED

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2010

Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Income tax paid
Interest received
Finance costs
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
22(ii)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of plant and equipment
Purchase of plant and equipment
NET CASH FLOWS USED BY INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid by parent entity
Proceeds – loans
Repayment of loans
Proceeds from lease financing
Payments for lease financing
NET CASH FLOWS PROVIDED/(USED) BY FINANCING
ACTIVITIES
NET INCREASE / (DECREASE) IN CASH HELD
Cash at beginning of financial year
CASH AT END OF FINANCIAL YEAR
22(i)
Economic Entity
2010
$
2009
$
85,890,867
87,954,770
(82,455,497)
(80,824,874)
(908,244)
(2,470,587)
182,545
185,811
(1,143,564)
(1,268,487)
1,566,107
3,576,633
102,070
41,156
(907,856)
(1,194,379)
(805,786)
(1,153,223)
(1,039,698)
(519,849)
-
700,000
(1,750,000)
-
177,625
144,979
(113,329)
(85,153)
(2,725,402)
239,977
(1,965,081)
2,663,387
5,774,583
3,111,196
3,809,502
5,774,583

The above statement of cash flows should be read in conjunction with the accompanying notes.

Page 23

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This financial report includes the consolidated financial statements and notes of EVZ Limited and controlled entities (‘Economic Entity’ or ‘Group’).

Basis of Preparation

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

The financial report has been prepared on an accruals basis and is based on historical costs, modified where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Accounting Policies

(a) Principles of Consolidation

A controlled entity is any entity EVZ Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities. A list of controlled entities is contained in Note 29 to the financial statements. All controlled entities have a June financial year-end. All intercompany balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (ie parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured.

The acquisition may result in the recognition of goodwill (refer to Note 1(i)) or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree.

Page 24

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(a) Principles of Consolidation (continued)

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer.

Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.

Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value through the statement of comprehensive income unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income.

(b) Income Tax

The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant tax authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expenses but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period where the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probably that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Page 25

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b)

Income Tax (Continued)

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

EVZ Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. Each entity in the group recognises its own current and deferred tax liabilities, except for any deferred tax liabilities resulting from unused tax losses and credits which are immediately assumed by EVZ Limited. The current tax liability of each group entity is then subsequently assumed by EVZ Limited. The group notified the Australian Taxation Office that it had formed an income tax consolidated group to apply from 7 June 2004. The tax consolidated group has entered a tax sharing arrangement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.

(c) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.

(d) Construction Contracts and Work in Progress

Construction work in progress is valued at cost, plus profit recognised to date less any provision for anticipated future losses. Cost includes both variable and fixed costs relating to specific contracts, and those costs that are attributable to the contract activity in general and that can be allocated on a reasonable basis.

Construction profits are recognised on the stage of completion basis and measured using the proportion of costs incurred to date as compared to expected actual costs. Where losses are anticipated they are provided for in full. Construction revenue has been recognised on the basis of the terms of the contract adjusted for any variations or claims allowable under the contract.

(e) Plant and Equipment

Each class of plant and equipment is carried at cost less where applicable, any accumulated depreciation and impairment losses.

Plant and equipment is measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the economic entity includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Page 26

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e) Plant and Equipment (Continued)

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probably that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets and capitalised lease assets, is depreciated on a straight-line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate • Leasehold improvements 5 to 30% • Plant and equipment 5 to 30%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

(f) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the economic entity are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over their estimated useful lives.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged on a straight line basis over the period of the lease.

Lease incentives under operating leases are recognised as a liability and amortised on a straightline basis over the life of the lease term.

(g) Financial instruments

Recognition and Initial Measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Page 27

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g) Financial Instruments (Continued)

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

Financial Assets

Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Financial Liabilities

Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

Impairment

At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the income statement.

(h) Impairment of Assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(i) Intangibles

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on the acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(j) Foreign Currency Transactions and Balances Functional and Presentation Currency

The functional currency of each of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

Page 28

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (j) Foreign Currency Transactions and Balances (Continued) Transaction and Balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the income statement.

Group Companies

The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows:

  • assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;

  • income and expenses are translated at average exchange rates for the period; and

  • retained profits are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred directly to the group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the income statement in the period in which the operation is disposed.

(k) Employee Benefits

Provision is made for the economic entity’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

The group operates an equity-settled share-based payment employee share scheme. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense with a corresponding increase to an equity account. The shares issued under the employee share scheme vest immediately.

(l) Provisions

Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

(m) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of two months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

(n) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Page 29

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n) Revenue (Continued)

Contract revenue is recognised in accordance with Note 1(d).

(o) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended used or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in the income statement in the period in which they are incurred.

(p) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(q) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

(r) Critical Accounting Estimates and Judgments

The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

Key Estimates – Impairment

The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. Refer Note 9 for key estimates used in the assessment of Goodwill.

There was no impairment with respect to the carrying value of Goodwill of the economic entity.

No impairment has been recognised in respect of plant and equipment for the year ended 30 June 2010.

(s) Adoption of New and Revised Accounting Standards

During the current year the Group adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory.

AASB 8: Operating Segments

Disclosure impact

AASB 8 requires a number of additional quantitative and qualitative disclosures, not previously required under AASB 114, where such information is utilised by the chief operating decision maker. This information is now disclosed as part of the financial statements.

Page 30

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (s) Adoption of New and Revised Accounting Standards (Continued)

  • AASB 101: Presentation of Financial Statements In September 2007 the Australian Accounting Standards Board revised AASB 101 and as a result, there have been changes to the presentation and disclosure of certain information within the financial statements. Below is an overview of the key changes and the impact on the Group’s financial statements.

Disclosure impact

Terminology changes:

  • the revised version of AASB 101 contains a number of terminology changes, including the amendment of the names of the primary financial statements.

Reporting changes in equity:

  • the revised AASB 101 requires all changes in equity arising from transactions with owners, in their capacity as owners, to be presented separately from non-owner changes in equity. Owner changes in equity are to be presented in the statement of changes in equity, with nonowner changes in equity presented in the statement of comprehensive income. The previous version of AASB 101 required that owner changes in equity and other comprehensive income be presented in the statement of changes in equity.

Statement of comprehensive income:

  • the revised AASB 101 requires all income and expenses to be presented in either one statement, the statement of comprehensive income, or two statements, a separate income statement and a statement of comprehensive income. The previous version of AASB 101 required only the presentation of a single income statement. The Group’s financial statements now contain a statement of comprehensive income.

Other comprehensive income:

  • the revised version of AASB 101 introduces the concept of ‘other comprehensive income’ which comprises of income and expenses that are not recognised in profit or loss as required by other Australian Accounting Standards. Items of other comprehensive income are to be disclosed in the statement of comprehensive income. Entities are required to disclose the income tax relating to each component of other comprehensive income. The previous version of AASB 101 did not contain an equivalent concept.

The financial report was authorised for issue on 27th September 2010 by the Board of Directors.

Page 31

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 2010
2.
PROFIT
(a)
OTHER INCOME
Sundry income
(b)
EXPENSES
Movement in employee benefits
Bad debts – trade receivables
Provision for impairment – receivables
Provision for impairment - inventories
Total employee costs
Foreign exchange (gains)/losses
Losses on sale of plant and equipment
Operating lease payments
Depreciation of plant and equipment
Impairment - goodwill
(c)
NET FINANCE COSTS
Finance costs – other persons
Interest income – other persons
3.
INCOME TAX
(a)
The prima facie tax on profit before income tax is reconciled to income tax
as follows:
Profit before Income Tax
Income tax calculated at 30% (2009: 30%)
Tax effect of permanent differences
Under provision/(over provision) in prior years
Taxation expense - offshore subsidiary
Income tax expense
The applicable weighted average effective tax rates are as follows:
(b)
The components of tax expense comprise:
Current tax
Deferred tax
Under provision/(over provision) in prior years
Economic Entity
2010
$
2009
$
69,021
227,475
69,021
227,475
35,770
113,507
314,199
3,022
(8,900)
10,360
(81,404)
62,910
29,263,954
29,272,799
(69,526)
12,625
4,265
7,159
1,251,114
1,227,391
1,036,776
951,685
-
1,453,487
1,143,564
1,268,487
(182,545)
(185,811)
961,019
1,082,676
371,413
2,736,206
111,424
820,862
35,663
(129,307)
(77,656)
(18,231)
42,484
43,577
111,915
716,901
30%
26%
67,869
1,099,840
121,702
(364,708)
(77,656)
(18,231)
111,915
716,901

Page 32

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

4.
TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Provision for impairment
Amounts due from customers for construction contracts (refer Note 31)
Retention receivables
Other debtors and prepayments
Non-Current
Retention receivables
Economic Entity
2010
$
2009
$
13,874,167
16,517,864
(1,460)
(10,360)
13,872,707
16,507,504
2,463,275
1,659,759
207,772
274,345
16,543,754
18,441,608
1,504,275
268,811
18,048,029
18,710,419
383,691
256,585
383,691
256,585

All trade and other receivables are classified as financial assets (refer Note 27).

Market practices provide for the retention of monies from progress and final billings on certain construction contracts. The monies are received after a contracted period of time has elapsed following completion of the construction.

Current trade receivables are non-interest bearing and generally on 30 days terms. Non-current trade receivables are assessed for recoverability based on the underlying terms of the contract. A provision for impairment is recognised when there is objective evidence that an individual trade or term receivable is impaired.

There are no other balances other than those impaired within trade and other receivables that contain assets that are impaired. It is expected these balances will be received when due. Impaired assets are provided for in full.

Credit Risk – Trade and Other Receivables

The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.

On a geographical basis, the Group has credit risk exposures in Australia and Asia given the substantial operations in those regions. The Group’s exposure to credit risk for receivables at reporting date in those regions is as follows:

Australia
Asia
15,429,655
17,383,597
1,497,790
1,314,596
16,927,445
18,698,193

The following table details the Group’s trade and other receivables exposed to credit risk with ageing analysis and impairment provided for thereon. Amounts are considered as ‘past due’ when the debt has not been settled within the terms and conditions agreed between the Group and the customer or counter party to the transaction. Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group.

Page 33

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

4. TRADE AND OTHER RECEIVABLES (Continued) Credit Risk - Trade and Other Receivables (Continued)

Economic Entity
2010
Trade & term receivables
Other receivables
2009
Trade & term receivables
Other receivables
Gross
Amount
Past Due not Impaired (Days Overdue)
Past Due
&
Impaired
<30 Days
31-60
Days
>61 Days
$
$
$
$
$
16,928,905
1,460
4,328,402
783,740
1,091,682
-
-
-
-
-
Gross
Amount
Past Due not Impaired (Days Overdue)
Past Due
&
Impaired
<30 Days
31-60
Days
>61 Days
$
$
$
$
$
16,928,905
1,460
4,328,402
783,740
1,091,682
-
-
-
-
-
Within
Trading
Terms
$
10,723,621
-
16,928,905
1,460
4,328,402
783,740
1,091,682 10,723,621
18,708,553
10,360
5,441,264
495,846
-
-
-
-
1,326,801
-
11,434,282
-
18,708,553
10,360
5,441,264
495,846
1,326,801 11,434,282

The economic entity holds no financial assets with terms that have been negotiated, but which would otherwise be past due or impaired.

Trade and other receivables pertaining to the Australian entities in the group, as disclosed in Note 32(iii), are provided as security against the group’s bank facilities. Also refer Notes 11 and 12.

5.
INVENTORIES
Current
Raw materials and stores – at cost
Less provision for impairment
Work in progress – at cost
Economic Entity
2010
$
2009
$
2,042,980
2,159,217
(131,506)
(212,910)
171,643
1,058,192
2,083,117
3,004,499

Inventories pertaining to the Australian entities in the group, as disclosed in Note 32(iii), are provided as security against the group’s bank facilities. Also refer Notes 11 and 12.

6.
FINANCIAL ASSETS
Current assets
Funds on deposit
11,795
11,715
11,795
11,715

Funds on deposit represent a security deposit covering a guarantee for property lease obligations.

Page 34

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

7.
PLANT AND EQUIPMENT
Plant and equipment
At cost
Accumulated depreciation
Movement in carrying amounts
Carrying amount – opening balance
Additions
Disposals
Depreciation
Exchange rate adjustment
Carrying amount – closing balance
Economic Entity
2010
$
2009
$
9,316,924
8,659,810
(3,278,037)
(2,389,601)
6,038,887
6,270,209
6,270,209
6,063,293
907,856
1,194,379
(106,335)
(48,315)
(1,036,776)
(951,685)
3,933
12,537
6,038,887
6,270,209

Plant and equipment pertaining to the Australian entities in the group, as disclosed in Note 32(iii), are provided as security against the group’s bank facilities. Also refer Notes 11 and 12.

8.
TAX ASSETS
NON-CURRENT
Deferred tax assets
Deferred tax assets comprise:
Provisions
Other
Un-recouped tax losses
2,094,247
2,211,431
1,101,946
1,203,885
34,894
54,657
957,407
952,889
2,094,247
2,211,431

The movement in deferred tax assets for each temporary difference during the year is as follows:

Provisions
Opening balance
Credited/(expensed) to income account
Other
Opening balance
Credited/(expensed) to income account
Unrecouped tax losses
Opening balance
Tax losses recouped
Prior year adjustment
Closing balance
1,203,885
730,679
(101,939)
473,206
1,101,946
1,203,885
54,657
163,155
(19,763)
(108,498)
34,894
54,657
952,889
1,100,553
(3,607)
(150,082)
8,125
2,418
957,407
952,889
2,094,247
2,211,431

Page 35

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

8.
9.
TAX ASSETS (Continued)
TAX LIABILITIES
CURRENT
Income tax
NON-CURRENT
Provision for deferred tax
Opening balance
Additional provisions raised during year
Exchange rate movement
Closing balance
INTANGIBLE ASSETS
Goodwill on consolidation – at cost
Less accumulated impairment
Goodwill on acquisition – at cost
Less accumulated impairment
Movements in carrying amounts
Goodwill on consolidation
Opening balance
Movement in the year
Closing balance
Goodwill on acquisition
Opening balance
Impairment
Closing balance
Economic Entity
2010
$
2009
$
-
(4,717)
16,859
9,048
9,048
3,576
7,533
5,100
278
372
16,859
9,048
3,282,532
3,282,532
-
-
3,282,532
3,282,532
27,513,731
27,513,731
(1,453,487)
(1,453,487)
26,060,244
26,060,244
29,342,776
29,342,776
3,282,532
3,282,532
-
-
3,282,532
3,282,532
26,060,244
27,513,731
-
(1,453,487)
26,060,244
26,060,244

It has been determined that the balances of the goodwill have an indefinite life. The excess of the fair value of net assets over the purchase price of the businesses acquired has been allocated to goodwill rather than be allocated to other intangible assets. The acquisition of the businesses that generate the goodwill was determined on the abilities of the entities, as a whole, to generate future profits and hence other intangibles have not been recognised.

Goodwill is allocated to cash-generating units which are based on the group’s individual companies. All businesses operate in the engineering services industry sector.

Page 36

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

9. INTANGIBLE ASSETS (Continued)

Syfon Systems
Brockman Engineering
Danum Engineering
TSF Engineering
National Engineering
Impairment
Economic Entity
2010
$
2009
$
3,282,532
3,282,532
674,229
674,229
8,115,249
8,115,249
15,817,280
15,817,280
2,906,973
2,906,973
(1,453,487)
(1,453,487)
29,342,776
29,342,776

Impairment Disclosures

The recoverable amount of each cash generating unit above is determined based on value-in-use calculations. Value-in-use is calculated based on the present value of cash flow projects over a maximum five year period. The cash flows are discounted using the yield of five year government bonds adjusted for appropriate risk factors at the beginning of the budget period.

The following assumptions were used in the value-in-use calculations:

2010 2010 2009 2009
Growth Discount Growth Discount
Rates Rates Rates Rates
Syfon Systems 7.50% 6.4% 7.5% 6.72%
Brockman Engineering 7.50% 6.4% 7.5% 6.72%
Danum Engineering 10.00% 9.0% 7.5% 6.72%
TSF Engineering 10 to 25% 9.0% 10.0% 7.22%
National Engineering 0.00% 15.0% 5.0% 8.22%

Management has based the value-in-use calculations on budgets for each relevant business. These budgets use estimated weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the periods which are consistent with inflation rates applicable to the locations in which the businesses operate. Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular business.

Sensitivity Analysis

In performing impairment testing on the carrying values of goodwill, certain discount rates and growth rates have been assumed as part of the value-in-use calculations.

The following table illustrates sensitivities to changes in those discount rates and growth rates. The analysis assumes that the movement in a particular variable is independent of the other variable.

Page 37

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

9. INTANGIBLE ASSETS (Continued) Year ended 30 June 2010

Discount Rates
Syfon Systems
Brockman Engineering
Danum Engineering
TSF Engineering
National Engineering
Growth Rates
Syfon Systems
Brockman Engineering
Danum Engineering
TSF Engineering
National Engineering
10. TRADE AND OTHER PAYABLES
Current – unsecured
Trade payables
Sundry payables and accrued expense
Employee benefits
Dividend payable
Financial liabilities classified as trade and other payables
Trade and other payables - current
Less: Employee leave entitlements
Income tax payable
Financial liabilities as trade and other payables
11. BORROWINGS – SHORT TERM
Bank loans – secured
Bank overdraft - secured
Lease liabilities (Note 24) – secured
Impairment to Carrying
Value of Goodwill
Increase in Discount Rates
1% Increase
$
2% Increase
$
-
-
-
-
-
(77,175)
(201,457)
(537,201)
-
-
Impairment to Carrying
Value of Goodwill
Reduction in Growth Rates
1% Decrease
$
2% Decrease
$
-
-
-
-
(13,501)
(309,073)
(364,430)
(867,257)
-
-
Economic Entity
2010
$
2009
$
7,117,511
7,490,257
2,370,976
3,354,671
2,421,036
2,488,347
-
519,849
11,909,523
13,853,124
11,909,523
13,853,124
(2,421,036)
(2,488,347)
-
(4,717)
9,488,487
11,360,060
11,500,000
1,750,000
632,882
320,765
113,836
104,635
12,246,718
2,175,400

Page 38

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

11. BORROWINGS – SHORT TERM (Continued)

Bank loans are in the form of Commercial Bank Bill facilities. The interest rates on outstanding Commercial Bank Bills have been fixed as follows:

ommercial Bank Bills have been fixed as follows:
2010 2009
Commercial Bank Bills
$ 4,250,000 6.82% 6.82%
$ 5,250,000 5.67% -
$ 2,000,000 5.63% -

$11,500,000

The maturity schedule for the Commercial Bank Bill facilities is as follows:

Current
1 to 2 years
2 to 3 years
3 to 4 years
Economic Entity
2010
$
2009
$
1,937,500
1,750,000
6,062,500
1,937,500
3,500,000
6,062,500
-
3,500,000
11,500,000
13,250,000

Bank loans are secured by a registered equitable mortgage over the assets and undertakings of EVZ Limited and an unlimited guarantee from EVZ Limited’s Australian controlled entities: Syfon Systems Pty Ltd, Brockman Engineering Pty Ltd, NuSource Water Pty Ltd, Danum Engineering Pty Ltd, National Engineering Pty Ltd, TSF Engineering Pty Ltd and TSF Maintenance Services Pty Ltd. Also refer to Note 32 for quantification of assets secured by Australian entities.

However, at 30 June 2010, the company is in breach of its bank interest coverage ratio covenant. As a result of this breach, all Commercial Bank Bills outstanding have been classified in accordance with IFRS as current.

Despite this, the Commonwealth Bank of Australia has, subsequent to balance date, advised that it will not exercise its right relating to that breach and will require the company to continue to maintain the existing interest coverage ratio covenant at each future reporting period of not less than 3.

At 30 June 2010 the economic entity has $Nil in undrawn commercial bill facilities (2009: $125,000).

12. BORROWINGS - LONG-TERM

BORROWINGS -LONG-TERM
Bank loans – secured
Lease liabilities (Note 24) – secured
-
11,500,000
222,987
167,892
222,987
11,667,892

Refer Note 11 for further information on bank loans.

Page 39

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

13. OTHER LONG TERM PROVISIONS
Non-current
Employee benefits
Movement
Opening balance
Provisions created/utilised during year
Closing balance
Economic Entity
2010
$
2009
$
163,837
60,756
60,756
96,260
103,081
(35,504)
163,837
60,756

A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measure and recognition criteria relating to employee benefits are disclosed in Note 1(k).

14. ISSUED CAPITAL

Issued and paid up
207,368,245 ordinary shares
(2009: 207,348,755 ordinary shares) – refer Note 14(a)
571,169 fully paid employee shares
(2009: 590,659 ordinary shares) – refer Note 14(b)
(a) Issued and fully paid up ordinary shares
Opening balance
Conversion of employee shares
Closing balance – 30 June 2010
Opening balance
Conversion of employee shares
Closing balance – 30 June 2010
45,730,205
45,720,208
292,954
302,951
46,023,159
46,023,159
45,720,208
45,720,208
9,997
-
45,730,205
45,720,208
Economic Entity
2010
2009
No.
No.
207,348,755
207,348,755
19,490
-
207,368,245
207,348,755

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. The ordinary shares have no par value.

(b) Fully paid employee shares

Shares issued under the EVZ Limited Division 13A Tax Exempt Share Plan rank equally with all other ordinary issued shares in all respects including voting rights and entitlement to participate in dividends, future rights and bonus issues. The participating employee must not sell or dispose of the employee shares until the earlier of the third anniversary of the date on which the shares were granted and the date on which the employee has ceased employment.

Page 40

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

14. ISSUED CAPITAL (Continued)

ISSUED CAPITAL (Continued)
Opening balance
Conversion of employee shares
Closing balance – 30 June 2010
Opening balance
Conversion of employee shares
Closing balance – 30 June 2010
Economic Entity
2010
2009
$
$
302,951
302,951
(9,997)
-
292,954
302,951
Economic Entity
2010
2009
No.
No.
590,659
590,659
(19,490)
-
571,169
590,659

(c) Share options

There are no share options on issue at 30 June 2010 (2009: Nil).

(d) Capital management:

Management controls the capital of the economic entity in order to maintain a good debt to equity ratio, provide shareholders with adequate returns and ensure the economic entity can fund its operations and continue as a going concern. The economic entity’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.

There are no externally imposed capital requirements. Management effectively manages the economic entity’s capital by assessing the economic entity’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

The economic entity’s gearing ratio is represented as net debt as a percentage of total capital and is determined as follows:

  • Net debt is total bank borrowings less cash and cash equivalents.

  • Total capital is total equity and net debt.

As at 30 June 2010 the economic entity’s gearing ratio was 17% (2009: 17%).

15. DIVIDENDS
Interim fully franked ordinary dividend of 0.25 cents per share (2009:
0.25 cents per share) franked at the tax rate of 30% - paid - 15 April
2010
Final fully franked ordinary dividend
Balance of franking account
Economic Entity
2010
$
2009
$
519,849
519,849
-
519,849
519,849
1,039,698
2,553,518
2,253,457

Page 41

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

16. RESERVES AND ACCUMULATED LOSSES
(a)
Accumulated Losses
Accumulated losses at the beginning of the financial year
Net profit
Dividends paid/declared
Accumulated losses at the end of the financial year
(b)
Reserves
Capital Reserve
Reserve at beginning of year
Foreign Currency Translation Reserve
Reserve at beginning of year
Movement for year
Reserve at end of year
Economic Entity
2010
$
2009
$
(8,095,678)
(9,075,285)
259,498
2,019,305
(7,836,180)
(7,055,980)
(519,849)
(1,039,698)
(8,356,029)
(8,095,678)
198,700
198,700
198,700
198,700
15,298
(33,231)
3,874
48,529
19,172
15,298
217,872
213,998

Capital reserves represent capital profits, which will be used to fund the ongoing business of the economic entity.

17. EARNINGS PER SHARE
(a)
Weighted average number of ordinary shares outstanding during the
year used in calculation of Basic Earnings per Share
(b)
Weighted average number of ordinary shares outstanding during the
year used in calculation of Diluted Earnings per Share
Economic Entity
No.
No.
207,939,414
207,939,414
207,939,414
207,939,414

17. EARNINGS PER SHARE

18. KEY MANAGEMENT PERSONNEL Names and positions of Directors and key management personnel in office at any time during the financial year are:

Mr M Findlay Non-Executive Chairman Mr P Jones Non-Executive Director Mr K Fagg Non-Executive Director Mr G Burns Non-Executive Director Mr G McKern (retired 26 February 2010) Non-Executive Director Mr A Powis Chief Executive Officer Mr I Wallace Chief Financial Officer and Company Secretary Mr A Bellgrove General Manager of Syfon Systems Group Mr M Goddard General Manager of Brockman Engineering and Danum Engineering Mr N Chapman General Manager of National Engineering Mr A Green General Manager of TSF Engineering Group Mr V Juchima (retired 30 April 2010) Previous General Manager of Danum Engineering

Mr N Chapman Mr A Green Mr V Juchima (retired 30 April 2010)

Page 42

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 2010
18.
KEY MANAGEMENT PERSONNEL (Continued)
Remuneration of key management personnel is:
- Short term employee benefits
- Post employment benefits
Economic Entity
2010
$
2009
$
1,976,961
1,733,568
225,407
380,792
2,202,368
2,114,360

Also refer to disclosures in Note 20 for other transactions with directors and key management personnel.

The number of ordinary shares held by each key management personnel of the Group during the financial year is as follows:

30 June 2010
M Findlay
P Jones
K Fagg
G Burns
A Powis
I Wallace
M Goddard
N Chapman
A Bellgrove
A Green
G McKern (retired 26
February 2010)
V Juchima (retired 30 April
2010)
30 June 2009
M Findlay
G McKern
P Jones
K Fagg
G Burns
A Powis
I Wallace
M Goddard
V Juchima
N Chapman
A Bellgrove
A Green
Balance at
beginning of year
Granted as
remuneration
Other
changes
Balance at
end of year
1,345,000
-
-
1,345,000
7,713,748
-
-
7,713,748
1,694,169
-
192,143
1,886,312
3,946,606
-
753,394
4,700,000
8,571,949
-
-
8,571,949
72,208
-
2,800
75,008
421,949
-
-
421,949
-
-
-
-
4,401,949
-
-
4,401,949
32,000
-
22,000
54,000
8,193,993
-
(8,193,993)
-
3,287,603
-
(3,287,603)
-
39,681,174
-
(10,511,259)
29,169,915
Balance at
beginning of year
Granted as
remuneration
Other
changes
Balance at
end of year
152,549
-
1,192,451
1,345,000
8,193,993
-
-
8,193,993
7,713,748
-
-
7,713,748
1,394,169
-
300,000
1,694,169
1,200,000
-
2,746,606
3,946,606
8,571,949
-
-
8,571,949
20,208
-
52,000
72,208
421,949
-
-
421,949
3,287,603
-
-
3,287,603
-
-
-
4,401,949
-
-
4,401,949
-
-
32,000
32,000
35,358,117
-
4,323,057
39,681,174

Page 43

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

AUDITORS’ REMUNERATION
Remuneration paid/payable to auditors for:
- audit or review of financial report
- taxation services
Economic Entity
2010
$
2009
$
156,405
158,394
-
-
156,405
158,394

19. AUDITORS’ REMUNERATION

20. RELATED PARTY DISCLOSURES

(a) The Directors of EVZ Limited during the financial year were:

Mr M Findlay

Mr P Jones Mr K Fagg Mr G Burns Mr G McKern (retired 26 February 2010)

(b) Transactions with Director related entities

  • Consulting fees of $145,000 (2009: $104,375) were paid and $10,000 (2009: $35,000) is payable to M Findlay.

  • Consulting fees of $22,500 (2009: $45,000) were paid and $45,000 (2009: $22,500) is payable to K Fagg.

  • Consulting fees of $45,000 (2009: $45,000) were paid and $11,250 (2009: $11,250) is payable to Mr P Jones.

  • Consulting fees of $45,000 (2009: $45,000) were paid and $11,250 (2009: $11,250) is payable to G Burns.

  • Consulting fees of $40,000 (2009: $77,500) were paid and $Nil is payable to G McKern. Mr McKern retired 26 February 2010.

21. SEGMENT REPORTING

Primary reporting

The directors have determined that all business operations in the EVZ Group operate in the engineering services segment. All business operations are considered to have similar economic characteristics and are also similar with respect to the following:

  • the services provided by the segment;

  • the manufacturing process;

  • the type or class of customer for the services;

  • the distribution method; and

  • any external regulatory requirements.

The Board of Directors reviews the performance of EVZ on a group basis.

Secondary reporting

Australia Asia Economic Entity Economic Entity
Geographical 2010
2009
2010 2009 2010 2009
Segment $ $ $ $ $ $
External segment
revenue 74,644,593 77,859,594 2,652,777 2,318,945 77,297,370 80,178,539

Page 44

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

21. SEGMENT REPORTING (continued)

Australia
Asia
Geographical
Segment
2010
$
2009
$
2010
$
Segment assets by
location of assets
58,851,086 62,537,781
3,593,840

Acquisition of non-
current assets
846,835
1,168,586
61,021
22. STATEMENT OF CASH FLOWS
(i)
Cash balances comprise:
Cash on hand
Bank overdraft
Closing cash balance
(ii)
Reconciliation of the operating profit after tax to net cash
flows from operations:
Operating profit after tax
Gain/loss on sale of plant and equipment
Depreciation - plant & equipment
Foreign currency translation
Impairment - goodwill
Impairment - receivables
Impairment - inventories
Changes in assets and liabilities adjusted for effects of
acquisition/disposal of operations during financial year
Increase/(Decrease) in provisions for employee entitlements
(Increase)/Decrease in inventories
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in deferred tax assets
Increase/(Decrease) in payables
Increase/(Decrease) in current tax payable
Increase/(Decrease) in deferred tax liabilities
Net cash provided/(used) by operating activities
Australia
Asia
2010
$
2009
$
2010
$

58,851,086 62,537,781
3,593,840

846,835
1,168,586
61,021

Economic Entity
2009
$
2010
$
2009
$
3,365,201
62,444,926
65,902,982
25,793
907,856
1,194,379
Economic Entity
2010
$
2009
$
4,442,384
6,095,348
(632,882)
(320,765)
3,809,502
5,774,583
259,498
2,019,305
4,265
7,159
1,036,776
951,685
(59)
35,992
-
1,453,487
(8,900)
10,360
(81,404)
62,910
35,770
113,507
1,002,786
(887,838)
1,404,945
442,793
117,184
(217,044)
(1,356,441)
1,095,385
(856,124)
(1,516,540)
7,811
5,472
1,566,107
3,576,633

23. STANDBY ARRANGEMENTS AND UNUSED CREDIT FACILITIES

Controlled entities in the economic entity have Contingent Liability Bank Guarantee facilities totalling $8,050,000 available to them as at 30 June 2010 (2009: $5,550,000). Of this total facility, $1,543,238 (2009: $1,939,157) remains unused and available for the controlled entities use as at 30 June 2010. The facilities are secured by a registered equitable mortgage over the assets and undertakings of all Australian companies in the economic entity.

Page 45

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

23. STANDBY ARRANGEMENTS AND UNUSED CREDIT FACILITIES (Continued)

Controlled entities in the economic entity have Bank Overdraft facilities totaling $2,000,000 available to them as at 30 June 2010 (2009: $2,000,000). Of the total available facilities, $1,367,118 (2009: $1,679,235) remains unused and available for use. The facilities are secured by registered equitable mortgages over the assets and undertakings of all Australian companies in the economic entity.

24. LEASE COMMITMENTS
Leases are payable as follows:
Not later than 12 months
Later than 12 months but not later than 2 years
Later than 2 years but not later than 5 years
Future lease finance charges
Lease liabilities recognised in the statement of financial position:
Current
Non-current
Total lease liability
Economic Entity
2010
$
2009
$
135,790
120,365
113,141
80,075
133,702
105,322
382,633
305,762
(45,810)
(33,235)
336,823
272,527
113,836
104,635
222,987
167,892
336,823
272,527

The weighted average interest rate implicit in these leases is 6.8% pa (2009: 6.6% pa). Leases pertain to various plant, equipment and motor vehicles and are secured against the asset to which they relate.

25. OPERATING LEASE COMMITMENTS

Property

Not later than 12 months
Between 12 months but not later than 5 years
Plant and equipment
Not later than 12 months
Between 12 months but not later than 5 years
Total commitments not recognised in the financial statements
1,037,187
1,108,380
1,052,603
2,142,246
2,089,790
3,250,626
112,877
119,233
95,709
217,377
208,586
336,610
2,298,376
3,587,236

Property leases and plant and equipment leases are non-cancellable with a maximum five year term, with rent payable in advance. Property leases have contingent rental provisions within the lease agreement which require the minimum lease payments to be increased by at least the CPI per annum. Options exist to renew certain leases at the end of their lease term. With the approval of the lessors the property leases may be extended for further terms.

26. CONTINGENT LIABILITIES

There were no contingent liabilities as at 30 June 2010 (2009: Nil).

Page 46

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

27. FINANCIAL INSTRUMENTS

The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, loans to and from subsidiaries, bank bills and leases.

The main purpose of non-derivative financial instruments is to raise finance for group operations.

Treasury Risk Management

The Board of Directors is responsible for monitoring treasury risk. Currency and interest rate exposures are reviewed regularly to ensure any risk associated with these exposures is minimized.

(ii) Financial Risks

The main risks the economic entity is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk.

  • Interest rate risk The majority of the economic entity’s borrowings take the form of bank accepted bills of exchange. Fixed interest bank loans account for 100% (2009: 32%) of the total bank loans currently outstanding.

  • Foreign currency risk

  • The economic entity is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the economic entity’s measurement currency. The economic entity monitors its foreign exchange exposure on a regular basis.

  • Liquidity risk

  • The economic entity manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash reserves are maintained.

  • Credit risk

  • The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The economic entity does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the economic entity.

(a) Interest Rate Risk Exposures

The economic entity’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out below. Exposures arise predominantly from assets and liabilities bearing variable interest rates as the economic entity intends to hold fixed rate, assets and liabilities to maturity.

2010
Financial Assets
Cash and cash
equivalents
Trade and other
receivables
Financial assets
Weighted average
interest rate
Floating
interest
rate
1 year or
less

4,442,384
-
-
-
11,795
-
Fixed Interest
Non-
interest
bearing
Total
1-5 years
More
than
5 years

-
-
-
4,442,384
-
-
18,431,720 18,431,720
-
-
-
11,795
4,454,179
-
-
-
18,431,720 22,885,899
4.5%

Page 47

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

27. FINANCIAL INSTRUMENTS (Continued) (a) Interest Rate Risk Exposures (Continued)

2010
Financial Liabilities
Trade and other
payables
Borrowings
Lease liabilities
Weighted average
interest rate
Floating
interest
rate
1 year or
less

-
-
632,882 11,500,000
-
113,836
632,882 11,613,836
Floating
interest
rate
1 year or
less

-
-
632,882 11,500,000
-
113,836
632,882 11,613,836
222,987
10.4%
8.3%
6.8%
Net financial assets
(liabilities)
3,821,297
(11,613,836)
(222,987)
2009
Financial Assets
Cash and cash
equivalents
Trade and other
receivables
Financial assets
Weighted average
interest rate
Financial Liabilities
Trade and other
payables
Borrowings
Lease liabilities
Weighted average
interest rate

6,095,348
-
-
-
11,715
-
-

-

-
6,107,063
-
-
4%
-
-
-
9,320,765
-
-
104,635
-

-

4,250,000

167,892
9,320,765
104,635
4,417,892
6.15%
10.92%
9.14%
Net financial assets
(liabilities)
(3,213,702)
(104,635)
(4,417,892)
Reconciliation of Net Financials Assets/(Liabilities) to Net Assets
Net Financial Assets/(Liabilities)
Add/(subtract) Non-financial assets and liabilities
Inventories
Plant and equipment
Intangible assets
Deferred tax assets
Provisions
Net Assets

Page 48

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

27. FINANCIAL INSTRUMENTS (Continued)

(b) Net Fair Value of Financial Assets and Liabilities

The net fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of the economic entity approximate their carrying value.

(c) Liquidity Risk

Refer to Note 27(a) for a maturity analysis of financial assets and liabilities. All floating interest rate balances and all non-interest bearing balances are current and due within 12 months.

(d) Sensitivity Analysis

The interest rates on outstanding Commercial Bank Bills have been fixed. The Group believes it has minimal exposure to interest rate risk.

The Group believes it has minimal external foreign currency risk at balance date.

28. SHARE BASED PAYMENTS

There were no share based payments in the year to 30 June 2010 (2009: Nil).

29. INVESTMENT IN CONTROLLED ENTITIES

Name of Entity
Country of
Incorporation
Class of
Shares
Equity
Holdings
2010
2009
Syfon Systems Pty Ltd
Australia
Ordinary
100%
100%
Syfon Systems Sdn Bhd
Malaysia
Ordinary
100%
100%
Brockman Engineering Pty Ltd
Australia
Ordinary
100%
100%
NuSource Water Pty Ltd
Australia
Ordinary
100%
100%
Danum Engineering Pty Ltd
Australia
Ordinary
100%
100%
National Engineering Pty Ltd
Australia
Ordinary
100%
100%
TSF Engineering Pty Ltd
Australia
Ordinary
100%
100%
TSF Maintenance Services
Pty Ltd
Australia
Ordinary
100%
100%
Syfon Systems Pte Ltd
Singapore
Ordinary
100%
100%
EVZ Engineering Pty Ltd
Australia
Ordinary
100%
100%
Cellular Beams Pty Ltd
Australia
Ordinary
100%
100%
Cost of Parent Entity’s
Investment
2010
$
2009
$
3,700,650
3,700,650
34,504
34,504
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,735,154
3,735,154

EVZ Engineering Pty Ltd and Cellular Beams Pty Ltd did not trade during the year.

30. SUBSEQUENT EVENTS

There have not been any matters or circumstances, other than that referred to in the financial statements or notes thereto, that have arisen since the end of the financial year, that have significantly affected, or may significantly affect, the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years after this financial year.

31. CONSTRUCTION CONTRACTS

CONSTRUCTION CONTRACTS
Economic Entity
2010 2009
$ $
Aggregate amount of contract revenue recognised during the financial
year 52,495,517 44,076,646

Page 49

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

Economic Entity Economic Entity
2010 2009
$ $
31. CONSTRUCTION CONTRACTS (Continued)
Aggregate of contract costs incurred and profits recognised (including
losses recognised) to date on contracts in progress
50,590,237
32,173,641
Progress billings
(48,126,962)
(30,513,882)
Amounts due from customers for contract work in progress
2,463,275

1,659,759
Total receivable from customers for contract work in progress as
9,860,960

12,748,725
included in Note 4
Retention receivables as included in Note 4
591,463

530,930
32 DEED OF CROSS GUARANTEE
During the financial year, a deed of cross guarantee between EVZ Ltd (Parent Entity) and TSF
Engineering Pty Ltd, TSF Maintenance Services Pty Ltd, Brockman Engineering Pty Ltd, Danum
Engineering Pty Ltd, National Engineering Pty Ltd, Syfon Systems Pty Ltd, NuSource Water Pty
Ltd, Cellular Beams Pty Ltd and EVZ Engineering Pty Ltd (Group Entities) was enacted and relief
was obtained from preparing financial statements for those Group Entities under ASIC Class Order
98/1418. Under the deed, EVZ Ltd and the Group Entities jointly guarantee to support the liabilities
and obligations of the Group Entities. EVZ Ltd and the Group Entities are the only parties to the
Deeds of Cross Guarantee and form the Closed Group. The following are the aggregate totals, for
each category, relieved under the deed:
Financial information in relation to:
i.
Statement of Comprehensive Income
Profit before income tax
Income tax expense
Profit after income tax
Profit attributable to members of the parent entity
ii.
Retained Earnings
Retained profits at the beginning of the year
Profit after income tax
Dividends provided for or paid
Retained earnings at the end of the year
iii.
Statement of Financial Position
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Financial assets
TOTAL CURRENT ASSETS
Closed Group &
Parties to Deed
of Cross
Guarantee
2010
$
39,195
(98,644)
(59,449)
(59,449)
(8,789,646)
(59,449)
(519,849)
(9,368,944)
4,174,383
17,378,599
1,774,880
11,795
23,339,657

Page 50

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

32
DEED OF CROSS GUARANTEE (Continued)
NON-CURRENT ASSETS
Property, plant and equipment
Deferred tax asset
Other receivables
Financial assets
Intangible assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Short-term borrowings
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Long-term borrowings
Long-term provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings
Closed Group &
Parties to Deed of
Cross Guarantee
2010
$
5,878,406
2,094,247
1,304,464
74,503
29,513,061
38,864,681
62,204,338
12,730,170
12,242,620
24,972,790
214,796
163,837
378,633
25,351,423
36,852,915
46,023,159
198,700
(9,368,944)
36,852,915

33. CHANGES IN ACCOUNTING POLICY

The AASB has issued new, revised and amended standards and interpretations that have mandatory application dates for future reporting periods. The Group has decided against early adoption of these standards. A discussion of those future requirements and their impact on the Group follows:

  • AASB 9: Financial Instruments and AASB 2009–11: Amendments to Australian Accounting Standards arising from AASB 9 [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 & 1038 and Interpretations 10 & 12] (applicable for annual reporting periods commencing on or after 1 January 2013).

These standards are applicable retrospectively and amend the classification and measurement of financial assets. The Group has not yet determined the potential impact on the financial statements.

The changes made to accounting requirements include:

  • simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value;

  • simplifying the requirements for embedded derivatives;

  • removing the tainting rules associated with held-to-maturity assets;

  • removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost;

Page 51

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

33. CHANGES IN ACCOUNTING POLICY (Continued)

  • allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument; and

  • reclassifying financial assets where there is a change in an entity’s business model as they are initially classified based on: a. the objective of the entity’s business model for managing the financial assets; and

    • b. the characteristics of the contractual cash flows.
  • AASB 2009–4: Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 2 and AASB 138 and AASB Interpretations 9 & 16] (applicable for annual reporting periods commencing from 1 July 2009) and AASB 2009-5: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 5, 8, 101, 107, 117, 118, 136 & 139] (applicable for annual reporting periods commencing from 1 January 2010).

These standards detail numerous non-urgent but necessary changes to accounting standards arising from the IASB’s annual improvements project. No changes are expected to materially affect the Group.

  • AASB 2009–8: Amendments to Australian Accounting Standards — Group Cash-settled Share-based Payment Transactions [AASB 2] (applicable for annual reporting periods commencing on or after 1 January 2010).

These amendments clarify the accounting for group cash-settled share-based payment transactions in the separate or individual financial statements of the entity receiving the goods or services when the entity has no obligation to settle the share-based payment transaction. The amendments incorporate the requirements previously included in Interpretation 8 and Interpretation 11 and as a consequence, these two Interpretations are superseded by the amendments. These amendments are not expected to impact the Group.

  • AASB 2009–10: Amendments to Australian Accounting Standards — Classification of Rights Issues [AASB 132] (applicable for annual reporting periods commencing on or after 1 February 2010).

These amendments clarify that rights, options or warrants to acquire a fixed number of an entity’s own equity instruments for a fixed amount in any currency are equity instruments if the entity offers the rights, options or warrants pro-rata to all existing owners of the same class of its own non-derivative equity instruments. These amendments are not expected to impact the Group.

  • AASB 2009–12: Amendments to Australian Accounting Standards [AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052] (applicable for annual reporting periods commencing on or after 1 January 2011).

This standard makes a number of editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of International Financial Reporting Standards by the IASB. The standard also amends AASB 8 to require entities to exercise judgment in assessing whether a government and entities known to be under the control of that government are considered a single customer for the purposes of certain operating segment disclosures. These amendments are not expected to impact the Group.

Page 52

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

33. CHANGES IN ACCOUNTING POLICY (Continued)

  • AASB 2009–13: Amendments to Australian Accounting Standards arising from Interpretation 19 [AASB 1] (applicable for annual reporting periods commencing on or after 1 July 2010).

This standard makes amendments to AASB 1 arising from the issue of Interpretation 19. The amendments allow a first-time adopter to apply the transitional provisions in Interpretation 19. This standard is not expected to impact the Group.

  • AASB 2009–14: Amendments to Australian Interpretation — Prepayments of a Minimum Funding Requirement [AASB Interpretation 14] (applicable for annual reporting periods commencing on or after 1 January 2011).

This standard amends Interpretation 14 to address unintended consequences that can arise from the previous accounting requirements when an entity prepays future contributions into a defined benefit pension plan.

  • AASB Interpretation 19: Extinguishing Financial Liabilities with Equity Instruments (applicable for annual reporting periods commencing on or after 1 July 2010).

This Interpretation deals with how a debtor would account for the extinguishment of a liability through the issue of equity instruments. The Interpretation states that the issue of equity should be treated as the consideration paid to extinguish the liability, and the equity instruments issued should be recognised at their fair value unless fair value cannot be measured reliably in which case they shall be measured at the fair value of the liability extinguished. The Interpretation deals with situations where either partial or full settlement of the liability has occurred. This Interpretation is not expected to impact the Group.

The Group does not anticipate the early adoption of any of the above Australian Accounting Standards.

34. PARENT ENTITY DISCLOSURES

Information relating to the Parent Entity, EVZ Limited, is as follows:

(i)
Financial Position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued capital
Retained earnings
Reserves
Total equity
Parent Entity
2010
$
2009
$
1,680,542
541,570
40,326,911
42,522,594
42,007,453
43,064,164
11,826,891
2,465,631
762
11,500,000
11,827,653
13,965,631
46,023,159
46,023,159
(16,042,059)
(17,123,326)
198,700
198,700
30,179,800
29,098,533

Page 53

EVZ LIMITED

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010

34. PARENT ENTITY DISCLOSURES (Continued)

34.
PARENT ENTITY DISCLOSURES (Continued)
(ii)
Financial Performance
Comprehensive income
Profit for the year
Other comprehensive income
Total comprehensive income
Parent Entity
2010
$
2009
$
1,601,116
346,715
-
-
1,601,116
346,715

(iii) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

During the financial year, a deed of cross guarantee between EVZ Ltd (Parent Entity) and TSF Engineering Pty Ltd, TSF Maintenance Services Pty Ltd, Brockman Engineering Pty Ltd, Danum Engineering Pty Ltd, National Engineering Pty Ltd, Syfon Systems Pty Ltd, NuSource Water Pty Ltd, Cellular Beams Pty Ltd and EVZ Engineering Pty Ltd (Group Entities) was enacted and relief was obtained from preparing financial statements for those Group Entities under ASIC Class Order 98/1418. Under the deed, EVZ Ltd and the Group Entities jointly guarantee to support the liabilities and obligations of the Group Entities. EVZ Ltd and the Group Entities are the only parties to the Deeds of Cross Guarantee and form the Closed Group.

There are no contingent liabilities of the Parent Entity or commitments for the acquisition of property, plant and equipment by the Parent Entity.

35. COMPANY DETAILS

The registered office and principal place of business of

EVZ Limited is

Level 7, 410 Collins St, Melbourne, 3000

The principal place of business of Syfon Systems Pty Ltd is 22 Hargreaves St, Huntingdale, 3166

The principal place of business of Danum Engineering Pty Ltd is 17 Seaforth St, North Shore, Geelong, 3214

The principal place of business of Brockman Engineering Pty Ltd is 340 Forest Rd, Corio, 3214

The principal place of business of National Engineering Pty Ltd is 288 Boorowa St, Young, 2594

The principal place of business of TSF Engineering Pty Ltd is 1 Prosperity Pde, Warriewood, 2102

The principal place of business of TSF Maintenance Services Pty Ltd is 1 Prosperity Pde, Warriewood, 2102

Page 54

EVZ LIMITED

DIRECTORS’ DECLARATION

The Directors of EVZ Limited declare that:

  • (a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

  • (b) the financial statements are in compliance with International Financial Reporting Standards, as stated in Note 1 to the financial statements;

  • (c) in the Directors’ opinion, the financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and

  • (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.

At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee.

In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order applies, as detailed in Note 32 to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee.

SIGNED in accordance with a resolution of the Board of Directors made pursuant to s.295(5) of the Corporations Act 2001.

==> picture [81 x 84] intentionally omitted <==

………………………… Director – M Findlay

Signed at Melbourne this 27th day of September 2010.

Page 55

EVZ LIMITED

INDEPENDENT AUDIT REPORT TO THE MEMBERS

==> picture [486 x 671] intentionally omitted <==

Page 56

EVZ LIMITED

==> picture [461 x 666] intentionally omitted <==

Page 57

EVZ LIMITED

ADDITIONAL SHAREHOLDER INFORMATION

AS AT 31 AUGUST 2010

1. Substantial Shareholders

UBS Nominees Pty Ltd

15,603,089 Ordinary Shares

2. Distribution of Shareholding Range of Holding

No. of Shareholders Ordinary Shares

1 -
1,000
1,001 -
5,000
5,001 -
10,000
10,001 -
100,000
100,001 and over
298
902
379
961
207
2,747

Number of shareholders with less than a marketable parcel of $500 at $0.073 unit

marketable parcel of $500 at $0.073 unit
Names of the 20 largest shareholders
1.
UBS Nominees Pty Ltd
2.
Cameron Richard Pty Ltd (Superannuation Fund A/c)
3
McKern Superannuation Fund Pty Ltd (McKern S/F A/c)
4
Merrill Lynch (Australia) Nominees Pty Ltd (Berndale A/c)
5
Powis Enterprises Pty Ltd (Powis Super Fund A/c)
6
Smithley Super Pty Ltd (Smith Super Fund A/c)
7
Airlie Beach Holdings Pty Limited (Burns Family A/c)
8
Linwierik Super Pty Ltd (Linton Super Fund A/c)
9
CJ Arms Superannuation Fund Pty Ltd (CJ Arms Super Fund A/c)
10
Mr Adam Bernard Bellgrove (Ingodwi Family A/c)
11.
Mr Ian George Mansbridge
12
Pegmont Mines Limited
13
Powis Enterprises Pty Ltd (Powis Family A/c)
14
Lost Ark Nominees Pty Ltd (MYA Super A/c)
15.
BT Portfolio Services Limited (Juchima Super Fund A/c)
16.
BA & LE Amarant Pty Ltd (BA & LE Amarant P/L S/F A/c)
17.
HSBC Custody Nominees (Australia) Limited
18.
DIP Holdings Pty Ltd
19.
Pegasus Enterprises Limited
20
Lost Ark Nominees Pty Ltd (ONMBPSF A/c)
1,324
Shares
held
%
Holding
15,603,089
7.50
6,863,412
3.30
6,507,798
3.13
5,100,000
2.45
4,942,365
2.38
4,809,842
2.31
4,700,000
2.26
4,582,247
2.20
4,570,178
2.20
4,400,000
2.12
4,010,000
1.93
3,700,000
1.78
3,627,635
1.74
3,500,000
1.68
3,285,654
1.58
3,000,000
1.44
2,840,702
1.37
2,600,000
1.25
2,500,000
1.20
2,057,129
0.99
93,200,051
44.82
1,324

3. Names of the 20 largest shareholders

  1. UBS Nominees Pty Ltd

  2. Cameron Richard Pty Ltd (Superannuation Fund A/c)

  3. 3 McKern Superannuation Fund Pty Ltd (McKern S/F A/c)

  4. 4 Merrill Lynch (Australia) Nominees Pty Ltd (Berndale A/c)

  5. 5 Powis Enterprises Pty Ltd (Powis Super Fund A/c)

  6. 6 Smithley Super Pty Ltd (Smith Super Fund A/c)

  7. 7 Airlie Beach Holdings Pty Limited (Burns Family A/c)

  8. 8 Linwierik Super Pty Ltd (Linton Super Fund A/c)

  9. 9 CJ Arms Superannuation Fund Pty Ltd (CJ Arms Super Fund A/c)

  10. 10 Mr Adam Bernard Bellgrove (Ingodwi Family A/c)

  11. Mr Ian George Mansbridge

  12. 12 Pegmont Mines Limited

  13. 13 Powis Enterprises Pty Ltd (Powis Family A/c)

  14. 14 Lost Ark Nominees Pty Ltd (MYA Super A/c)

  15. BT Portfolio Services Limited (Juchima Super Fund A/c) 16. BA & LE Amarant Pty Ltd (BA & LE Amarant P/L S/F A/c) 17. HSBC Custody Nominees (Australia) Limited 18. DIP Holdings Pty Ltd

4. Voting Rights

A registered holder of shares in the Company may attend general meetings of the Company in person or by proxy and on a poll may exercise one vote for each share held. There are no voting rights attached to options for ordinary shares until the options have been exercised.

5. Unlisted Options

There are no unlisted options on issue.

6. General

The name of the Company Secretary is Ian Wallace.

Page 58

EVZ LIMITED

ADDITIONAL SHAREHOLDER INFORMATION AS AT 31 AUGUST 2010 (Continued)

6. General (Continued)

The address of the principal registered office is: Level 7,410 Collins Street, Melbourne, Victoria, 3000 Telephone Number: (03) 9670 4545 Facsimile Number: (03) 9670 6670 Email: [email protected]

A register of securities is kept at: Computershare Investor Services Pty Ltd 452 Johnston Street Abbotsford, Victoria, 3067. Telephone Number: 1300 137 328

7. Stock Exchange Listing

The Company’s ordinary securities are listed on the Australian Securities Exchange Limited.

Page 59