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EVZ LIMITED — Annual Report 2013
Sep 22, 2013
64889_rns_2013-09-22_ec262a23-d421-49bf-8e38-0a716255a722.pdf
Annual Report
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EVZ LIMITED
A.B.N.87 010 550 357
AND CONTROLLED ENTITIES
ANNUAL REPORT
2013
EVZ LIMITED
ANNUAL REPORT 2013
CONTENTS
CORPORATE DIRECTORY ......................................................................................................... 3 DIRECTORS’ REPORT ................................................................................................................ 4 CORPORATE GOVERNANCE STATEMENT ........................................................................... 12 AUDITOR’S INDEPENDENCE DECLARATION ....................................................................... 20 CONSOLIDATED STATEMENT OF PROFIT OR LOSS ........................................................... 21 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ..................................................................................................................................... 22 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................... 23 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................... 24 CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................. 25 NOTES TO AND FORMING PART OF THE ACCOUNTS ........................................................ 26 DIRECTORS’ DECLARATION ................................................................................................... 62 INDEPENDENT AUDIT REPORT TO THE MEMBERS ............................................................. 63 ADDITIONAL SHAREHOLDER INFORMATION ....................................................................... 65
EVZ LIMITED
CORPORATE DIRECTORY
DIRECTORS M Findlay (Non-Executive Chairman) G Burns (Non-Executive Director) R Edgley (Non-Executive Director) R Murphy (appointed 28/9/12) (Non-Executive Director) CHIEF EXECUTIVE OFFICER S Farthing (appointed 24/9/12) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY I Wallace REGISTERED & PRINCIPAL OFFICE 15 Clifford Street HUNTINGDALE Vic 3166 Telephone: (03) 9545 5288 Facsimile: (03) 9558 9944 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 Advantage Advisors Level 7 114 William Street MELBOURNE Vic 3000 BANKERS Commonwealth Bank of Australia 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 2013. 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 Graham BURNS Robert EDGLEY Raelene MURPHY (appointed 28/9/12) Peter JONES (resigned 28/8/12)
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 69, 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 organisation. |
Mr Findlay holds a Bachelor’s degree in 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: 1,644,500 ordinary shares
| Graham Burns | Appointed 1 February 2008 – Non-Executive Director. |
|---|---|
| Mr Burns, age 58, 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 and a member of the Nomination Committee. Interest in Shares: 9,017,021 ordinary shares
Robert Edgley Appointed 26 August 2011 – Non-Executive Director. Mr Edgley, age 48, holds a Bachelor’s degree in Economics from Monash University together with a second degree in Japanese language. Mr Edgley’s career has been predominantly focused in International Finance and Investment Banking in Australia, the UK and throughout Asia.
Mr Edgley has significant experience and skills in strategic planning, performance management and marketing and has proven abilities in building businesses.
Mr Edgley is a member of the Audit, Remuneration and Nomination Committees.
Interest in Shares: 3,341,232 ordinary shares.
Page 4
EVZ LIMITED
DIRECTORS’ REPORT
INFORMATION ON DIRECTORS (Continued)
Raelene Murphy Appointed 28 September 2012 – Non-Executive Director.
Ms Murphy, age 53, acted as the Interim CEO for EVZ from 10 February 2012 until the commencement of Scott Farthing as Group CEO on 24 September 2012.
Ms Murphy specialises in the provision of management capability for operational, strategic and financial advice. Her background is in managing diverse groups and financial and operational performance improvement across a number of industry sectors, including building and construction and in the private and public arena.
Ms Murphy has been appointed Chairperson of the Audit Committee and is a member of the Nomination Committee.
Interest in Shares: 42,500 ordinary shares.
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: | 14 | |
| No. Attended | No. Held | |
| Whilst a Director | ||
| M Findlay – Chairman | 14 | 14 |
| G Burns | 14 | 14 |
| R Edgley | 14 | 14 |
| R Murphy (appointed 28/9/12) | 9 | 9 |
| P Jones (resigned 28/8/12) | 3 | 3 |
| REMUNERATION COMMITTEE MEETINGS | ||
| Total number of meetings held: | 4 | |
| No. Attended | No. Held | |
| Whilst a Member | ||
| G Burns – Chairman | 4 | 4 |
| M Findlay | 4 | 4 |
| R Edgley (appointed 28/9/12) | 2 | 2 |
| P Jones (resigned 28/8/12) | 1 | 1 |
| AUDIT COMMITTEE MEETINGS | ||
| Total number of meetings held: | 3 | |
| No. Attended | No. Held | |
| Whilst a Member | ||
| R Murphy – Chairperson (appointed 28/9/12) | 2 | 2 |
| M Findlay | 3 | 3 |
| R Edgley | 3 | 3 |
| P Jones – (resigned 28/8/12) | 1 | 1 |
There were no meetings of the Nomination Committee held during the year.
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EVZ LIMITED
DIRECTORS’ REPORT
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 energy and engineering services sectors and its principal activities are:
-
Design, installation and maintenance of clean energy solutions, base and back-up power generation equipment, communications equipment, marine installations and provision of mobile generation capabilities.
-
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.
OPERATING RESULTS
The net profit for the economic entity for the year after income tax expense was $889,768 compared to a net loss after income tax expense in 2012 of $14,149,900.
The FY2013 results show a significant improvement in performance derived from stronger operational management of each subsidiary business in conjunction with the introduction of the clean energy strategy. Lower revenues resulted from rationalisation in non-strategic sectors resulting in improved earnings.
Introduction of the clean energy strategy during the period has led to new project opportunities for the Group in the manufacturing and building sectors. Clean energy generation offering allows large electricity consumers to gain substantial operating, financial and environmental benefits. Increasing demand for clean, cost effective, reliable and environmentally sensitive power generation options is evident confirming strategic investment and future growth prospects in the sector.
Improved operational management and focused strategic business development has provided gains in a competitive marketplace that are expected to continue in future years.
Syfon Systems has continued to build strength in the water sector, rapidly gaining market share in the domestic market whilst building a stronger and more geographically diverse business in Asia. The strategic focus on the higher margin mega-projects sector in Asia is delivering strong results that are expected to increase further as the geographic expansion plan is executed.
The engineering sector, primarily through Brockman Engineering, met competitive local market conditions during the year. Ongoing performance continues to be underpinned by long term operations and maintenance contracts accounting for more than one third of the annual revenue. Recently commenced new management is providing strategic leadership in the business that will specifically focus on expanding the geographic project reach and capability that will derive profitable growth.
TSF Engineering has commenced delivery of the Melbourne Airport Tri-generation Plant that will provide clean energy to Melbourne’s international gateway from 2015. The project is a component in the transformation to the clean energy generation sector that is expected to grow as the environmental and financial benefits of co-generation and tri-generation to the Australian manufacturing and large scale building sector become more widely recognised.
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EVZ LIMITED
DIRECTORS’ REPORT
DIVIDENDS
No dividends were declared or paid during the year.
REVIEW OF ACTIVITIES
During the year under review the Company:
-
Continued to roll out its clean energy strategy to targeted clients.
-
Faced difficult trading conditions resulting from the prevailing economic conditions which have resulted in delays in the awarding and commencement of contracted work.
-
Continued to expand its customer, product and geographic base from an increased investment in business development.
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 Group will continue its focus on building its clean energy solutions strategy. Introduction of the clean energy strategy during the period has led to new project opportunities for the Group in the manufacturing and building sectors. Clean energy generation offering allows large electricity consumers to gain substantial operating, financial and environmental benefits. Increasing demand for clean, cost effective, reliable and environmentally sensitive power generation options is evident confirming strategic investment and future growth prospects in the sector.
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.
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, Advantage Advisors. This is included on page 20 of this financial report.
Page 7
EVZ LIMITED
DIRECTORS’ 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 2013 no incentives were paid to Executives of the economic entity (2012: $Nil).
Executives receive a superannuation guarantee contribution as required by the Government 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.
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.
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EVZ LIMITED
DIRECTORS’ REPORT
REMUNERATION POLICY (Continued)
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
Shareholders had previously approved the EVZ Directors’ and Employees’ Benefits Plan (the “Plan”) which allows employees, Directors and others (“Eligible Persons”) to be granted shares, options and performance rights in the Company. The object of this Plan is to help the Company recruit, reward, retain and motivate its employees and Directors.
Such shares, options and performance rights would be offered only to those Eligible Persons entitled to receive an invitation. Those Eligible Persons would be:
-
a Director or Secretary of a Group Company;
-
an employee in permanent full-time or permanent part-time employment of a Group Company; or
-
a contractor to a Group Company
-
who is selected by the Board to participate in the Plan.
Invitations to Eligible Persons will be made by the Board and may be made subject to such conditions and rules as the Board determines, including:
-
In the case of Options, the exercise period, the exercise price and the exercise conditions.
-
In the case of Shares, the issue price payable on acceptance of the application by the Company and issue of the shares and any other specific terms and conditions of issue.
-
In the case of Performance Rights, the performance criteria and the performance period in which those performance criteria must be satisfied.
The issue of any securities (including options or performance rights) issued to any Director or their associates will still require shareholder approval under ASX Listing Rule 10.14.
The maximum number of shares issued pursuant to the Plan would be not more than 5% of the equity interests in the Company.
During the year, 500,000 fully paid ordinary shares were issued under plan to Mr S Farthing. The shares, issued at 6.4 cents per share, related to an agreed allotment under the terms of an executed employment agreement with Mr Farthing. Shares were issued following completion of the necessary probationary period.
There were no other share-based payments in the year ended 30 June 2013.
Performance Based Remuneration
During the year to 30 June 2013, there was no performance based remuneration paid.
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.
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EVZ LIMITED
DIRECTORS’ REPORT
REMUNERATION POLICY (Continued)
Details of Remuneration for the Year ended 30 June 2013
The remuneration for each Director and each of key management personnel of the economic entity during the year was as follows:
| Directors 2013 M Findlay G Burns R Edgley R Murphy (appointed 28/9/12) P Jones (resigned 28/8/12) 2012 M Findlay P Jones G Burns R Edgley (appointed26/8/11) |
Short-term Employee Benefits Post- Employment Benefits Salary Fees Superannuation Contributions Total $ $ $ $ - 120,000 - 120,000 - 45,000 - 45,000 45,000 45,000 - 33,750 - 33,750 - 7,500 - 7,500 |
|---|---|
| - 251,250 - 251,250 |
|
| - 110,000 - 110,000 - 45,000 - 45,000 - 45,000 - 45,000 - 38,188 - 38,188 |
|
| - 238,188 - 238,188 |
Key Management Personnel of the Economic Entity
| 2013 S Farthing (Chief Executive Officer – appointed 24/9/12) I Wallace (Chief Financial Officer & Company Secretary) A Bellgrove (General Manager, Syfon Systems Group) M Goddard (General Manager, Brockman Engineering Pty Ltd) A Green (General Manager, TSF Engineering Group) C Flanagan (Manager, TSF Maintenance Pty Ltd) |
Short Term Employee Benefits Post- Employment Benefits Salary Share based Remuner- ation Non Cash Benefits Super- annuation Contributions Termination Benefits Total $ $ $ $ $ $ 275,792 32,000 859 12,669 - 321,320 218,946 - 12,147 25,000 - 256,093 266,643 - 22,782 15,775 - 305,200 251,178 - 13,204 20,518 - 284,900 239,942 - - 21,365 - 261,307 180,435 - - 16,200 - 196,635 |
|---|---|
| 1,432,936 32,000 48,992 111,527 - 1,625,455 |
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EVZ LIMITED
DIRECTORS’ REPORT
REMUNERATION POLICY (Continued)
Ms Murphy acted as interim Chief Executive Officer from 1 July 2012 to 24 September 2012. Ms Murphy was engaged on a contract basis through 333 Management Pty Ltd. Fees paid to 333 Management Pty Ltd relating to Ms Murphy’s engagement as interim Chief Executive Officer were $77,172. Further fees of $150,000 were paid/payable to 333 Consulting Management Pty Ltd for other consulting services.
| consulting services. | ||||||
|---|---|---|---|---|---|---|
| Post- | ||||||
| Employment | ||||||
| Short Term Employee | Benefits | Benefits | ||||
| Share based | Non |
Super- | ||||
| Remuner- | Cash | annuation | Termination | |||
| 2012 | Salary | ation | Benefits | Contributions | Benefits | Total |
| $ | $ | $ | $ | $ | ||
| A Powis | ||||||
| (Chief Executive Officer | ||||||
| – retired 23/3/12) | 252,126 | - | 13,067 | 16,625 | 157,200 | 439,018 |
| I Wallace | ||||||
| (Chief Financial Officer | ||||||
| & Company Secretary) | 191,570 | - | 16,729 | 50,000 | - | 258,299 |
| A Bellgrove | ||||||
| (General Manager, | ||||||
| Syfon Systems Group) | 266,643 | - | 6,445 | 15,775 | - | 288,863 |
| M Goddard | ||||||
| (General Manager, | ||||||
| Brockman Engineering | ||||||
| Pty Ltd) | 265,416 | - | 3,709 | 15,775 | - | 284,900 |
| A Green | ||||||
| (General Manager, TSF | ||||||
| Engineering Group) | 239,953 | - | - | 21,295 | - | 261,248 |
| S Fairbairn | ||||||
| (General Manager, EVZ | ||||||
| Energy Pty Ltd) | 123,853 | - | 9,303 | 11,147 | - | 144,303 |
| J Gonzalez | ||||||
| (General Manager, | ||||||
| National Engineering | ||||||
| Pty Ltd – retired | 91,826 | - | - | 25,894 | - | 117,720 |
| 13/1/12) | ||||||
| 1,431,387 | - | 49,253 | 156,511 | 157,200 | 1,794,351 |
Ms Murphy acted as interim Chief Executive Officer from 4 February 2012. Ms Murphy was engaged on a contract basis through 333 Management Pty Ltd. Fees paid to 333 Management Pty Ltd relating to Ms Murphy’s engagement as interim Chief Executive Officer were $252,166.
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. There are no other standard termination provisions excluding notice periods. Notice periods are generally between three and six months.
Signed in accordance with a resolution of the Board of Directors.
==> picture [58 x 43] intentionally omitted <==
…………………………… Director – M Findlay
Signed at Melbourne this 20[th] day of September 2013.
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EVZ LIMITED
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013
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 Rules require 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 2013 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;
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ensure proper corporate governance;
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monitor and evaluate the performance of management of the company;
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ensure that appropriate risk management systems, internal control and reporting systems and compliance frameworks are in place and are operating effectively;
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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;
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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;
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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.
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EVZ LIMITED
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 (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
During the financial year, the board comprised of 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 in accordance with the Company’s constitution but may stand for re-election by the shareholders.
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;
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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 Scott Farthing (from 24 September 2012) and by Raelene Murphy on an interim basis prior to that date.
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EVZ LIMITED
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
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 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.
Given the size of the board, the board has determined it appropriate for the nomination committee to consist of the full board of directors.
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
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confidentiality
-
fair dealing and trade practices
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protection of assets
-
compliance with laws, regulations and industry codes
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‘whistle-blowing’
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security trading
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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 Officers 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-
Page 14
EVZ LIMITED
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
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.
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 non-executive 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:
-
Raelene Murphy (Chairperson) (appointed 28/9/12)
-
Max Findlay
-
Robert Edgley
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
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• 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.
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EVZ LIMITED
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
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 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.
Page 16
EVZ LIMITED
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
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.
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, nonrecurring 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 sit on the audit committee, the board is continuously kept informed of the effectiveness of the company’s internal control systems.
The board continues to formalise 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)
-
Max Findlay
-
Rob Edgley (appointed 28/9/12)
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EVZ LIMITED
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
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.
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, under the Directors’ and Employees’ Benefits Plan, with shares, performance rights and/or options and bonuses as part of their remuneration and incentive package.
There are no executive directors.
DIVERSITY POLICY
The Group’s ultimate success is under-pinned by its employees. To maximise success, the Group encourages a diverse population of employees within its operations.
Diversity is defined to include race, ethnicity, gender, sexual orientation, socio-economic status, culture, age, physical ability, education, skill levels, family status, religious, political and other beliefs and work styles. The Group recognises that differences in ideas, backgrounds, patterns of thinking and approaches to work can generate value for the Group’s stakeholders: its customers, shareholders, personnel and the communities in which it operates. It is the Group’s policy to promote these differences within a productive, inclusive and performance-based environment in which everybody feels valued, where their skills are fully utilised, their performance is recognised, professional accountability is expected and organisational goals are met.
The Group’s approach to diversity is based on the following objectives:
-
retain, promote and hire the best people possible, focusing on actual and potential contribution in terms of performance, competence, collaboration and professional accountability;
-
foster an inclusive culture and ensure that current and future employee opportunities are based on competence and performance, irrespective of race, ethnicity, gender, sexual orientation, socio-economic status, culture, age, physical ability, education, family status, religious, political and other beliefs and work styles. This includes being intolerant of behaviour that denigrates or otherwise diminishes such attributes or that discriminates on the basis of such attributes;
-
create and manage appropriate human resource processes which take a unified and talentbased approach to recruitment, training and development, performance management, retention and succession planning;
-
provide a fair level of reward in order to attract and retain high calibre people – and build a culture of achievement by providing a transparent link between reward and performance; and
-
• be compliant with all mandatory diversity reporting requirements.
The Group’s Measurable Objective and Current Gender Profile:
The Group’s measurable objective for increasing gender diversity is to increase the representation of women at all levels of its organisation over time. The Group’s progress towards achieving that objective, along with the proportion of women employees within the Group, women in senior executive positions and women non-executive directors, is set out in the table below:
Page 18
EVZ LIMITED
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
DIVERSITY POLICY (Continued)
| 2013 | 2012 | |||||
|---|---|---|---|---|---|---|
| Measure | No. | % | No. | % | ||
| Women employees | 16 | 6 | 24 | 8 | ||
| Women senior executives * | 0 | 0 | 1 | 20 | ||
| Women non-executive directors | 1 | 25 | 0 | 0 |
- ∗ This includes both employees and specific contractors engaged by the Group.
Page 19
EVZ LIMITED
AUDITOR’S INDEPENDENCE DECLARATION
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AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF EVZ LIMITED
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2013 there have been:
-
a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
b) no contraventions of any applicable code of professional conduct in relation to the audit.
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ADVANTAGE ADVISORS AUDIT PARTNERSHIP JAMES RIDLEY CHARTERED ACCOUNTANTS PARTNER
Dated in Melbourne on this 20th day of September 2013
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Page 20
EVZ LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 30 JUNE 2013
| Notes Revenue Cost of sales Gross profit Other income 2(a) Administration costs Business development costs Corporate costs Impairment of intangibles Results from operating activities Net finance costs 2(c) Profit /(Loss) before income tax from continuing operations Income tax expense/(benefit) 3 Profit/(Loss) from continuing operations 2 Loss from discontinued operations after tax 2(d) Profit/(Loss) for year Net Profit/(Loss) attributable to: Members of the parent entity Non-controlling interest Overall operations Basic earnings per share 17 Diluted earnings per share 17 Continuing operations Basic earnings per share 17 Diluted earnings per share 17 Discontinued operations Basic earnings per share 17 Diluted earnings per share 17 |
Economic Entity 2013 $ 2012 $ 57,202,336 62,561,655 (45,067,324) (50,443,540) |
|---|---|
| 12,135,012 12,118,115 90,981 77,197 (7,561,673) (9,393,577) (1,459,145) (1,208,270) (1,233,751) - (1,789,224) (7,900,000) |
|
| 1,971,424 (8,095,759) (1,229,749) (1,031,572) |
|
| 741,675 (9,127,331) (148,093) (318,215) |
|
| 889,768 - (8,809,116) (5,340,784) |
|
| 889,768 (14,149,900) |
|
| 889,768 (14,077,481) - (72,419) |
|
| 889,768 (14,149,900) |
|
| Cents per share Cents per share 0.43 (6.8) 0.43 (6.8) 0.43 (4.24) 0.43 (4.24) - (2.57) - (2.57) |
The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes.
Page 21
EVZ LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2013
| Notes Profit/(Loss) for the year Other comprehensive income: Items that may be reclassified subsequently to profit or loss Exchange differences arising on translation of foreign operations 16(b) Non-controlling interest Total comprehensive income/(loss) for the year attributable to owners of the company Total comprehensive income/(loss) attributable to: Members of the parent entity Non-controlling interest |
Economic Entity 2013 $ 889,768 2012 $ (14,149,900) 135,026 (4,421) 72,419 - |
|---|---|
| 1,097,213 (14,154,321) |
|
| 1,097,213 (14,081,902) - (72,419) |
|
| 1,097,213 (14,154,321) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Page 22
EVZ LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013
| 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 Financial assets 6 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 10 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 PARENT ENTITY Non-controlling interest TOTAL EQUITY |
Economic Entity 2013 $ 2012 $ 2,607,853 4,303,530 15,424,497 11,551,418 1,703,463 1,892,032 82,851 - |
|---|---|
| 19,818,664 17,746,980 |
|
| 387,796 430,220 5,586,374 6,273,610 3,404,715 3,187,157 19,989,290 19,989,290 27,604 114,554 |
|
| 29,395,779 29,994,831 |
|
| 49,214,443 47,741,811 |
|
| 12,268,452 8,743,638 29,391 - 11,758,306 4,439,843 |
|
| 24,056,149 13,183,481 |
|
| 176,188 9,608,139 49,588 19,838 55,934 1,182,982 |
|
| 281,710 10,810,959 |
|
| 24,337,859 23,994,440 |
|
| 24,876,584 23,747,371 |
|
| 46,055,159 46,023,159 (40,933) 22,741 (21,137,642) (22,226,110) |
|
| 24,876,584 23,819,790 - (72,419) |
|
| 24,876,584 23,747,371 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Page 23
EVZ LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2013
ECONOMIC ENTITY
| 30 June 2013 Balance at 1 July 2012 Total comprehensive loss for year Profit for year Transfer from capital reserve Foreign currency translation reserve Non-controlling interest Total comprehensive loss for year Transactions with owners, recorded directly in equity Shares Issued Dividends Balance at 30 June 2013 30 June 2012 Balance at 1 July 2011 Total comprehensive loss for year Loss for year Foreign currency translation reserve Total comprehensive loss for year Transactions with owners, recorded directly in equity Shares Issued Dividends Balance at 30 June 2012 |
Issued Capital $ Accumulated Losses $ Capital Reserves $ Foreign Currency Translation Reserve $ Sub-Total $ Non- Controlling Interests $ Total $ 46,023,159 (22,226,110) 198,700 (175,959) 23,819,790 (72,419) 23,747,371 |
|---|---|
| - 889,768 - - 889,768 - 889,768 - 198,700 (198,700) - - - - - - - 135,026 135,026 - 135,026 - - - - - 72,419 72,419 |
|
| - 1,088,468 (198,700) 135,026 1,024,794 72,419 1,097,213 |
|
| 32,000 - - - 32,000 - 32,000 - - - - - - - |
|
| 46,055,159 (21,137,642) - (40,933) 24,876,584 - 24,876,584 |
|
| 46,023,159 (8,148,629) 198,700 (171,538) 37,901,692 - 37,901,692 |
|
| - (14,077,481) - - (14,077,481) (72,419) (14,149,900) - - - (4,421) (4,421) - (4,421) |
|
| - (14,077,481) - (4,421) (14,081,902) (72,419) (14,154,321) |
|
| - - - - - - - - - - - - - - |
|
| 46,023,159 (22,226,110) 198,700 (175,959) 23,819,790 (72,419) 23,747,371 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Page 24
EVZ LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2013
| 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/(USED) BY OPERATING ACTIVITIES 22(ii) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of plant and equipment Purchase of plant and equipment Proceeds from disposal of controlled entity NET CASH FLOWS (USED) BY INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bank loans Repayment of bank loans Proceeds from lease financing Payments for lease financing Proceeds from other loans NET CASH FLOWS PROVIDED/(USED) BY FINANCING ACTIVITIES NET DECREASE IN CASH HELD Cash at beginning of financial year CASH AT END OF FINANCIAL YEAR 22(i) |
Economic Entity 2013 $ 2012 $ 58,409,897 85,649,506 (56,906,095) (85,593,828) (33,813) (52,359) 68,726 108,256 (1,298,475) (1,261,740) |
|---|---|
| 240,240 (1,150,165) |
|
| 24,800 37,923 (749,994) (2,185,066) 196,075 - |
|
| (529,119) (2,147,143) |
|
| - 2,500,000 (1,000,000) (1,812,500) 148,637 508,080 (146,195) (195,944) - 325,000 |
|
| (997,558) 1,324,636 |
|
| (1,286,437) (1,972,672) 1,479,195 3,451,867 |
|
| 192,758 1,479,195 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Page 25
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
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 inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.
Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.
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 26
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
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 profit or loss and other 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 profit or loss and other 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 profit or loss and other 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 expensed 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 27
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
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.
Page 28
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Plant and Equipment (Continued)
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.
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 • Plant and equipment |
Depreciation Rate 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 straight-line 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.
Page 29
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(g) Financial Instruments (Continued)
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.
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.
Page 30
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
- (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.
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.
Page 31
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(m) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other shortterm highly liquid investments with original maturities of three months or less and which are subject to insignificant risk of changes in value, 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. 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 cash generating unit 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.
At 30 June 2013, receivables from continuing operations were impaired by $84,304.
No impairment has been recognised in respect of plant and equipment for the year ended 30 June 2013.
Page 32
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
-
(s) New and Amended 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. There has been no financial impact on their adoption. Also refer to Note 33.
The financial report was authorised for issue on 20 September 2013 by the Board of Directors.
Page 33
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
| Economic Entity | Economic Entity | ||
|---|---|---|---|
| 2013 | 2012 | ||
| $ | $ | ||
| 2. | PROFIT/(LOSS) FROM CONTINUING OPERATIONS | ||
| (a) | OTHER INCOME | ||
| Sundry income | 90,981 | 77,197 | |
| 90,981 | 77,197 | ||
| (b) | EXPENSES | ||
| Movement in employee benefits | 138,083 | (102,040) | |
| Bad debts | 14,516 | 74,414 | |
| Impairment – receivables | (190,704) | 123,067 | |
| Total employee costs | 28,637,645 | 30,467,828 | |
| Foreign exchange losses | 27,725 | 18,441 | |
| Losses on sale of plant and equipment | 28,653 | 6,818 | |
| Operating lease payments | 849,031 | 1,050,817 | |
| Depreciation of plant and equipment | 746,783 | 794,800 | |
| (c) | NET FINANCE COSTS | ||
| Finance costs – other persons | 1,298,475 | 1,137,540 | |
| Interest income – other persons | (68,726) | (105,968) | |
| 1,229,749 | 1,031,572 | ||
| (d) | LOSS FROM DISCONTINUED OPERATIONS | ||
| In the prior year, the company sold its National Engineering business. The financial | performance | ||
| of the discontinued operation for the prior period, which is included in the comparative loss from | |||
| discontinued operations per the Consolidated Statement | of Profit or Loss | and Other | |
| Comprehensive Income, is as follows: |
| Revenue Other income Expenses Net finance costs Net loss from discontinued operations before tax Income tax benefit Loss from discontinued operations |
- 10,507,278 - 51,625 - (16,543,042) |
|---|---|
| - (5,984,139) - (121,912) |
|
| - (6,106,051) - 765,267 |
|
| - (5,340,784) |
Page 34
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
| 3. INCOME TAX (a) The prima facie tax on profit/(loss) before income tax from continuing operations is reconciled to income tax as follows: Profit/(Loss) before Income Tax Income tax calculated at 30% (2012: 30%) Tax effect of permanent differences Under provision/(over provision) in prior years Taxation expense - offshore subsidiary Income tax expense/(benefit) 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 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 2013 $ 2012 $ 741,675 (9,127,331) 222,503 (2,738,199) (445,338) 2,369,881 5,277 26,064 69,465 24,039 (148,093) (318,215) (20%) (3%) (148,977) (221,040) (4,393) (123,239) 5,277 26,064 (148,093) (318,215) 12,604,515 9,507,649 (84,304) (275,008) |
|
|---|---|---|
| 12,520,211 9,232,641 1,871,742 1,280,701 331,773 165,148 |
||
| 14,723,726 10,678,490 700,771 872,928 |
||
| 15,424,497 11,551,418 |
||
| 387,796 430,220 |
||
| 387,796 430,220 |
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.
Page 35
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
4. TRADE AND OTHER RECEIVABLES (Continued)
- 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 |
Economic Entity 2013 $ 2012 $ 13,943,795 10,691,471 1,868,498 1,290,167 |
|---|---|
| 15,812,293 11,981,638 |
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.
| Economic Entity 2013 Trade & term receivables Other receivables 2012 Trade & term receivables Other receivables |
Gross Amount Past Due not Impaired (Days Overdue) Past Due & Impaired <30 Days 31-60 Days >61 Days $ $ $ $ $ 15,195,826 84,304 1,923,611 404,602 1,512,154 700,771 - - - - |
Within Trading Terms $ 11,271,155 700,771 |
|---|---|---|
| 15,896,597 84,304 1,923,611 404,602 1,512,154 |
11,971,926 | |
| 11,383,718 275,008 2,419,911 887,741 726,432 872,928 - - - - |
7,074,626 872,928 |
|
| 12,256,646 275,008 2,419,911 887,741 726,432 |
7,947,554 |
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, are provided as security against the group’s bank facilities. Also refer Notes 11 and 12.
Page 36
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
| 5. INVENTORIES Current Raw materials and stores – at cost |
Economic Entity 2013 $ 2012 $ 1,703,463 1,892,032 |
|---|---|
| 1,703,463 1,892,032 |
Inventories pertaining to the Australian entities in the group, as disclosed in Note 32, are provided as security against the group’s bank facilities. Also refer Notes 11 and 12.
6. FINANCIAL ASSETS
| Current assets Funds on deposit Non-current assets Funds on deposit |
82,851 - |
|---|---|
| 82,851 - |
|
| 27,604 114,554 |
|
| 27,604 114,554 |
Funds on deposit represent security deposits covering a guarantee for property lease obligations and contract performance bonds.
| 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 |
9,984,690 10,007,235 (4,398,316) (3,733,625) |
|---|---|
| 5,586,374 6,273,610 |
|
| 6,273,610 6,029,408 749,994 2,185,066 (727,412) (920,025) (746,783) (1,020,403) 36,965 (436) |
|
| 5,586,374 6,273,610 |
Plant and equipment pertaining to the Australian entities in the group, as disclosed in Note 32, 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 |
3,404,715 3,187,157 |
|---|---|
| 670,918 647,555 50,868 78,627 2,682,929 2,460,975 |
|
| 3,404,715 3,187,157 |
Page 37
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
8. TAX ASSETS (Continued)
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 recognised/(recouped) Prior year adjustment Closing balance TAX LIABILITIES CURRENT Income tax NON-CURRENT Provision for deferred tax Opening balance Additional provisions raised during year Exchange rate movement Closing balance 9. INTANGIBLE ASSETS Goodwill on consolidation – at cost Less accumulated impairment Goodwill on acquisition – at cost Less accumulated impairment |
Economic Entity 2013 $ 2012 $ 647,555 1,061,674 23,363 (414,119) |
|---|---|
| 670,918 647,555 |
|
| 78,627 92,556 (27,759) (13,929) |
|
| 50,868 78,627 |
|
| 2,460,975 922,972 227,231 1,527,871 (5,277) 10,132 |
|
| 2,682,929 2,460,975 |
|
| 3,404,715 3,187,157 |
|
| 29,391 - |
|
| 49,588 19,838 |
|
| 19,838 18,068 27,250 1,846 2,500 (76) |
|
| 49,588 19,838 |
|
| 3,282,532 3,282,532 - - |
|
| 3,282,532 3,282,532 |
|
| 24,606,758 24,606,758 (7,900,000) (7,900,000) |
|
| 16,706,758 16,706,758 |
|
| 19,989,290 19,989,290 |
Page 38
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
9. INTANGIBLE ASSETS (Continued)
| Movements in carrying amounts Goodwill on consolidation Opening balance Movement in the year Closing balance Goodwill on acquisition Opening balance Impairment – National Engineering Impairment – TSF Engineering Closing balance |
Economic Entity 2013 $ 2012 $ 3,282,532 3,282,532 - - |
|---|---|
| 3,282,532 3,282,532 |
|
| 24,606,758 26,060,244 - (1,453,486) (7,900,000) (7,900,000) |
|
| 16,706,758 16,706,758 |
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.
| Water Group – Syfon Systems Engineering Group – Brockman Engineering Energy Group - TSF Engineering Impairment |
3,282,532 3,282,532 8,789,478 8,789,478 15,817,280 15,817,280 (7,900,000) (7,900,000) |
|---|---|
| 19,989,290 19,989,290 |
In the prior year the net carrying value of the goodwill relating to National Engineering of $1,453,486 was written off following the closure of the cash generating unit.
Impairment Disclosures
The EVZ Group assesses at each annual reporting date the potential impairment to the carrying value of Goodwill of the relevant cash generating unit (CGU).
The recoverable amount of each CGU (Brockman Engineering, Syfon Systems and TSF Engineering) is determined based on value-in-use calculations. Value-in-use is calculated based on the present value of cash flow projections over a five year period adjusted for the estimated terminal value of the cash generating unit. The cash flows are discounted using a rate reflecting the Group’s weighted average cost of capital plus an appropriate margin for risk factors at the beginning of the budget period. All discount rates are pre-tax.
Page 39
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
9. INTANGIBLE ASSETS (Continued)
- 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.
The following assumptions were used in the value-in-use calculations:
| 2013 | 2013 | 2012 | 2012 | |
|---|---|---|---|---|
| Growth | Discount | Growth | Discount | |
| Rates | Rates | Rates | Rates | |
| Syfon Systems Group | 5% | 20% | 5% | 20% |
| Brockman Engineering Group | 5% | 20% | 5% | 20% |
| TSF Engineering Group | 5% | 20% | 5% | 20% |
10. TRADE AND OTHER PAYABLES
| 10. | TRADE AND OTHER PAYABLES | ||
|---|---|---|---|
| Economic | Entity | ||
| 2013 | 2012 | ||
| $ | $ | ||
| Current – unsecured | |||
| Trade payables | 5,220,074 | 4,111,716 | |
| Sundry payables and accrued expense | 4,885,982 | 2,719,537 | |
| Employee benefits | 2,162,396 | 1,912,385 | |
| 12,268,452 | 8,743,638 | ||
| Financial liabilities classified as trade and other payables | |||
| Trade and other payables - current | 12,268,452 | 8,743,638 | |
| Less: Employee leave entitlements | (2,162,396) | (1,912,385) | |
| Financial liabilities as trade and other payables | 10,106,056 | 6,831,253 | |
| 11. | BORROWINGS – SHORT TERM | ||
| Bank loans – secured | 9,250,000 | 1,000,000 | |
| Bank overdraft - secured | 2,415,095 | 2,824,335 | |
| Lease liabilities (Note 24) – secured | 93,211 | 290,508 | |
| Other loans - unsecured | - | 325,000 | |
| 11,758,306 | 4,439,843 | ||
| Bank Loans - Secured | |||
| Bank loans are in the form of Commercial Bank Bill facilities. The maturity schedule for the | |||
| Commercial Bank Bill facilities is as follows: | |||
| Current | 9,250,000 | 1,000,000 | |
| 1 to 2 years | - | 7,750,000 | |
| 2 to 3 years | - | 1,500,000 | |
| Total Bank Loans | 9,250,000 | 10,250,000 |
Page 40
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
11. BORROWINGS – SHORT TERM (Continued)
The interest rates on outstanding Commercial Bank Bills totalling $6,750,000 have been fixed as follows:
| Commercial | Bank Bills | Interest | Rates |
|---|---|---|---|
| 2013 |
2012 | 2013 | 2012 |
| $ | $ | ||
| 4,250,000 | 4,250,000 | 4.55% | 4.55% |
| 2,500,000 | 3,500,000 | 3.63% | 5.67% |
| 6,750,000 | 7,750,000 |
The interest rates on Commercial Bank Bills totalling $2,500,000 are variable at balance date.
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, A.C.N. 124919508 Pty Ltd (formerly 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.
At 30 June 2013 the economic entity has $Nil in undrawn commercial bill facilities (2012: $1,000,000).
The Company has been unable to satisfy two of its three bank covenants at 30 June 2013. The Commonwealth Bank of Australia have, effective 30 June 2013, accepted the Company’s performance against the covenants and have not changed existing banking facilities. However, given the inability to meet those covenants, all bank loans have been classified as current at 30 June 2013.
| June 2013. | |
|---|---|
| 12. BORROWINGS -LONG-TERM Bank loans – secured Lease liabilities (Note 24) – secured |
Economic Entity 2013 $ 2012 $ - 9,250,000 176,188 358,139 |
| 176,188 9,608,139 |
Also refer to Note 11 for further information on bank loans.
| 13. OTHER LONG TERM PROVISIONS Non-current Employee benefits Closure costs Movement in employee benefits: Opening employee balance Provisions created/(utilised) during year Closing balance |
55,934 167,862 - 1,015,120 |
|---|---|
| 55,934 1,182,982 |
|
| 167,862 177,319 (111,928) (9,457) |
|
| 55,934 167,862 |
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). The prior year closure provisions related to the estimated remaining costs associated with the closure of the National Engineering business.
Page 41
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
| FOR THE YEAR ENDED 30 JUNE 2013 | |
|---|---|
| 14. ISSUED CAPITAL Issued and paid up 208,439,414 ordinary shares (2012: 207,939,414 ordinary shares) – refer Note 14(a) (a) Issued and fully paid up ordinary shares Opening balance Conversion of employee shares Issue Closing balance – 30 June 2013 Opening balance Conversion of employee shares Issue Closing balance – 30 June 2013 |
Economic Entity 2013 $ 2012 $ 46,055,159 46,023,159 46,055,159 46,023,159 46,023,159 45,757,195 - 265,964 32,000 - |
| 46,055,159 46,023,159 |
|
| 2013 2012 No. No. 207,939,414 207,420,868 - 518,546 500,000 - |
|
| 208,439,414 207,939,414 |
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
During the prior year, all employee shares were converted to ordinary fully paid shares.
| Opening balance Conversion of employee shares Closing balance – 30 June 2013 Opening balance Conversion of employee shares Closing balance – 30 June 2013 |
2013 2012 $ $ - 265,964 - (265,964) |
|---|---|
| - - |
|
| 2013 2012 No. No. - 518,546 - (518,546) |
|
| - - |
(c) Share options
There are no share options on issue at 30 June 2013 (2012: Nil).
Page 42
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
14. ISSUED CAPITAL (Continued)
(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 borrowings less cash and cash equivalents.
-
Total capital is total equity and net debt.
As at 30 June 2013 the economic entity’s gearing ratio was 27% (2012: 29%).
| 15. DIVIDENDS Interim fully franked ordinary dividend Final fully franked ordinary dividend Balance of franking account 16. RESERVES AND ACCUMULATED LOSSES (a) Accumulated Losses Accumulated losses at the beginning of the financial year Transfer from capital reserves Net profit/(loss) attributable to members of the parent entity Accumulated losses at the end of the financial year (b) Reserves Capital Reserve Reserve at beginning of year Movement for year Reserves at end of year Foreign Currency Translation Reserve Reserve at beginning of year Movement for year Reserve at end of year |
Economic Entity 2013 $ 2012 $ - - - - |
|
|---|---|---|
| - - |
||
| 1,847,610 1,848,776 |
||
| (22,226,110) (8,148,629) 198,700 - 889,768 (14,077,481) |
||
| (21,137,642) (22,226,110) |
||
| 198,700 198,700 (198,700) - |
||
| - 198,700 |
||
| (175,959) (171,538) 135,026 (4,421) |
||
| (40,933) (175,959) |
||
| (40,933) 22,741 |
Capital reserves representing capital profits were transferred to accumulated losses during the year.
Page 43
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
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 | Economic Entity |
|---|---|
| No. | No. |
| 208,125,715 | 207,939,414 |
| 208,125,715 | 207,939,414 |
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 Mr G Burns Mr R Edgley Ms R Murphy (appointed 28/9/12)
Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director
Mr S Farthing (appointed 24/9/12) 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 Mr A Green General Manager of TSF Engineering Group Mr C Flanagan Manager of TSF Maintenance Services Ms R Murphy (resigned 24/9/12) Interim Chief Executive Officer Mr P Jones (resigned 28/8/12) Non-Executive Director
Mr C Bishop commenced as General Manager of Brockman Engineering on 1 July 2013.
| Remuneration of key management personnel is: - Short term employee benefits - Post-employment benefits - Consulting fees |
2013 $ 2012 $ 1,765,178 1,718,828 111,527 313,711 77,172 252,166 |
|---|---|
| 1,953,877 2,284,705 |
Ms Murphy acted as interim Chief Executive Officer to 24 September 2012. Ms Murphy was engaged on a contract basis through 333 Management Pty Ltd. Fees paid to 333 Management Pty Ltd relating to Ms Murphy’s engagement as interim Chief Executive Officer were $77,172. Further fees totalling $150,000 were also paid to 333 Management Consulting Services Pty Ltd for other services.
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:
Page 44
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
18. KEY MANAGEMENT PERSONNEL (Continued)
| Balance at | Granted as | Other | Balance at | |
|---|---|---|---|---|
| 30 June 2013 | beginning of year | remuneration | changes | end of year |
| M Findlay | 1,345,000 | - | 299,500 | 1,644,500 |
| G Burns | 8,546,389 | - | 452,632 | 8,999,021 |
| R Edgley | 975,000 | - | 1,825,000 | 2,800,000 |
| Ms R Murphy (appointed 28/9/12) | - | - | 42,500 | 42,500 |
| P Jones (resigned 28/8/12) | 8,000,000 | - | (8,000,000) | - |
| S Farthing | - | 500,000 | 500,000 | 1,000,000 |
| I Wallace | 75,008 | - | - | 75,008 |
| M Goddard | 421,949 | - | - | 421,949 |
| A Bellgrove | 4,401,949 | - | - | 4,401,949 |
| A Green | 54,000 | - | 78,000 | 132,000 |
| C Flanagan | - | - | 6,500 | 6,500 |
| 23,819,295 | 500,000 | (4,795,868) | 19,523,427 | |
| Since the end of the financial year, | Directors have acquired | a further 559,232 | shares. | |
| 30 June 2012 | ||||
| M Findlay | 1,345,000 | - | - | 1,345,000 |
| P Jones (resigned 28/8/12) | 8,000,000 | - | - | 8,000,000 |
| G Burns | 6,000,000 | - | 2,546,389 | 8,546,389 |
| R Edgley (appointed 26/8/11) | - | - | 975,000 | 975,000 |
| R Murphy (appointed 3/2/12, | ||||
| resigned 24/9/12) | - | - | - | - |
| I Wallace | 75,008 | - | - | 75,008 |
| M Goddard | 421,949 | - | - | 421,949 |
| A Bellgrove | 4,401,949 | - | - | 4,401,949 |
| A Green | 54,000 | - | - | 54,000 |
| A Powis (retired 23/3/12) | 8,571,949 | - | (8,571,949) | - |
| 28,869,855 | - | (5,050,560) | 23,819,295 |
There are no share options issued at 30 June 2013 (2012: Nil).
19. AUDITORS’ REMUNERATION
-
Remuneration paid/payable to auditors for: - audit or review of financial report
-
taxation services
| Economic | Entity | |
|---|---|---|
| 2013 | 2012 | |
| $ | $ | |
| 74,635 | 150,430 | |
| - | - | |
| 74,635 | 150,430 |
Page 45
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
20. RELATED PARTY DISCLOSURES (a) The Directors of EVZ Limited during the financial year were: Mr M Findlay
Mr G Burns Mr R Edgley Ms R Murphy (appointed 28/9/12) Mr P Jones (resigned 28/8/12)
(b) Transactions with Director related entities
-
Consulting fees of $100,000 (2012: $105,000) were paid and $45,000 (2012: $25,000) is payable to M Findlay.
-
Consulting fees of $45,000 (2012: $45,000) were paid and $11,250 (2012: $11,250) is payable to G Burns.
-
Consulting fees of $45,000 (2012: $34,438) were paid and $3,750 (2012: $3,750) is payable to R Edgley.
-
Consulting fees of $22,500 (2012 $Nil) were paid and $11,250 (2012: $Nil) is payable to R Murphy.
-
Consulting fees of $18,750 (2012: $45,000) were paid and $Nil (2012: $11,250) is payable to Mr P Jones.
21. SEGMENT REPORTING Segment Information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.
The Group is managed primarily on the basis of product category and service offerings as the diversification of the Group’s operations inherently have notably different risk profiles and performance assessment criteria. Operating segments are therefore determined on the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following:
-
the products sold and/or services provided by the segment;
-
the manufacturing process;
-
the type or class of customer for the products or services;
-
the distribution method; and
-
any external regulatory requirements
Types of products and services by segment
i. Engineering
The engineering segment designs, manufactures and installs large steel tanks, silos, cooling towers, pipe spooling, pressure vessels and fabricates structural steel. All products produced are aggregated as one reportable segment as the products are similar in nature, manufactured and distributed to similar types of customers and subject to a similar regulatory environment.
Page 46
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
21. SEGMENT REPORTING (Continued)
The engineering segment is also involved in the installation process and provides ongoing support and maintenance for its products. Support is provided to existing customers for maintenance required for products under warranty.
ii. Energy
The energy segment designs and installs constant load power stations, back-up power generation equipment and sustainable/clean energy solutions. In addition, the segment services, maintains and hires all types of generators and associated equipment.
iii. Water
The water segment designs syfonic roof drainage systems for large and/or complex roof structures, supplies and installs fibreglass panel tanks and prefabricated hydraulic systems.
Basis of accounting for purposes of reporting by operating segments
i. Accounting policies adopted
- Unless stated otherwise, all amounts reported to the Board of Directors, being the chief decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.
ii. Inter-segment transactions
- Inter-segment sales are based on values that would be realised in the event the sale was made to an external party at arm’s length. All such transactions are eliminated on consolidation of the Group’s financial statements.
Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.
iii. Segment assets
Where an asset is used across multiple segments, the asset is allocated to that segment that receives majority economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.
iv. Segment liabilities
Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.
v. Unallocated items
The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:
-
Derivatives
-
Net gains on disposal of available-for-sale investments
-
Impairment of assets and other non-recurring items of revenue or expense
-
Income tax expense
-
Current tax liabilities
Page 47
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
21 SEGMENT REPORTING (Continued)
-
Other financial liabilities
-
Discontinuing operations
Segment Reporting – Continuing Operations
| Engineering Energy 30 June 2013 $ $ REVENUE External sales 26,633,305 13,375,459 Inter-segment sales - - Total segment revenue 26,633,305 13,375,459 Reconciliation of segment revenue to group revenue Inter-segment elimination Total group revenue Segment net profit before interest and tax 1,918,559 (224,231) Reconciliation of segment result to group net profit before tax Unallocated items •Net finance costs Net profit before tax from continuing operations 30 June 2012 REVENUE External sales 36,533,424 10,726,797 Inter-segment sales - - Total segment revenue 36,533,424 10,726,797 Reconciliation of segment revenue to group revenue Inter-segment elimination Total group revenue Segment net profit before interest and tax 1,511,026 (9,013,905) |
Engineering Energy $ $ 26,633,305 13,375,459 - - |
Water Corporate $ $ 17,193,572 - - - |
Total $ 57,202,336 - |
|---|---|---|---|
| 26,633,305 13,375,459 |
17,193,572 - |
57,202,336 - |
|
| 1,918,559 (224,231) |
1,472,506 (1,195,410) |
||
| 57,202,336 | |||
| 1,971,424 1,229,749 |
|||
| 15,301,434 - - - |
|||
| 741,675 | |||
| 62,561,655 - |
|||
| 36,533,424 10,726,797 | 15,301,434 - |
62,561,655 - |
|
| 1,511,026 (9,013,905) |
1,193,082 (1,785,962) |
||
| 62,561,655 | |||
| (8,095,759) |
Reconciliation of segment result to group net profit before tax Unallocated items
- Net finance costs
Net profit before tax from continuing operations
1,031,572 (9,127,331)
Page 48
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
21. SEGMENT REPORTING (Continued)
The prior year comparative segment net profit before tax for the Energy segment includes a provision for the impairment of goodwill of $7,900,000.
Secondary Reporting (including Discontinued Operations)
| 30 June 2013 ASSETS Segment assets Reconciliation of segment assets to group assets Inter-segment eliminations Total group assets Segment asset increases for the period Capital expenditure LIABILITIES Segment liabilities Reconciliation of segment liabilities to group liabilities Inter-segment eliminations Total group liabilities 30 June 2012 ASSETS Segment assets Reconciliation of segment assets to group assets Inter-segment eliminations Total group assets Segment asset increases for the period Capital expenditure |
Engineering Energy Water Corporate $ $ $ $ 21,268,725 13,497,438 11,752,186 31,289,712 |
Total $ 77,808,061 (28,593,618) |
|---|---|---|
119,516 256,505 351,125 22,848 |
||
| 49,214,443 | ||
| 749,994 | ||
| 119,516 256,505 351,125 22,848 |
749,994 | |
| 24,992,766 18,864,376 3,836,241 9,408,959 |
57,102,342 (32,764,483) |
|
| 21,410,896 13,125,686 10,785,407 40,421,708 |
||
| 24,337,859 | ||
| 85,743,697 (38,001,886) |
||
322,538 1,427,350 435,178 - |
||
| 47,741,811 | ||
| 2,185,066 | ||
| 322,538 1,427,350 435,178 - |
2,185,066 |
Page 49
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
21. SEGMENT REPORTING (Continued)
| LIABILITIES Segment liabilities Reconciliation of segment liabilities to group liabilities Inter-segment eliminations Total group liabilities |
Engineering Energy Water Corporate $ $ $ $ 26,368,868 18,780,395 3,414,901 11,185,403 |
Total $ 59,749,567 (35,755,127) |
|---|---|---|
| 23,994,440 |
REVENUE BY GEOGRAPHICAL REGION
Revenue, including revenue from discontinued operations, attributable to external customers is disclosed below, based on the location of the external customer:
| Economic | Entity | ||
|---|---|---|---|
| 2013 | 2012 | ||
| $ | $ | ||
| Australia | 52,846,013 | 70,686,075 | |
| Asia | 4,356,323 | 2,382,858 | |
| Total revenue | 57,202,336 | 73,068,933 | |
| ASSETS BY GEOGRAPHICAL REGION | |||
| The location of segment assets by geographical location of the assets is disclosed below: | |||
| Australia | 45,409,095 | 44,745,917 | |
| Asia | 3,805,348 | 2,995,894 | |
| Total assets | 49,214,443 | 47,741,811 | |
| 22. | STATEMENT OF CASH FLOWS | ||
| (i) | Cash balances comprise: | ||
| Cash on hand | 2,607,853 | 4,303,530 | |
| Bank overdraft | (2,415,095) | (2,824,335) | |
| Closing cash balance | 192,758 | 1,479,195 | |
| (ii) | Reconciliation of the operating profit/(loss) after tax to net | ||
| cash flows from operations: | |||
| Operating profit/(loss) after tax | 889,768 | (14,149,900) | |
| Gain/loss on sale of plant and equipment | 28,653 | 882,102 | |
| Employee share issue | 32,000 | - | |
| Gain on disposal of controlled entity | (72,419) | - | |
| Depreciation - plant & equipment | 746,783 | 1,020,403 | |
| Foreign currency translation | 98,061 | (3,985) | |
| Impairment - receivables | (190,704) | 265,026 | |
| Impairment – inventories | - | (70,000) | |
| Impairment - goodwill | - | 9,353,486 |
Page 50
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
22. STATEMENT OF CASH FLOWS (Continued)
| 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 tax liabilities Net cash provided/(used) by operating activities (iii) Discontinued Operations The net cash flows of the discontinued operation, which have been incorporated into the statement of cash flows, are as follows: Net cash inflow/(outflow) from operating activities Net cash inflow/(outflow) from investing activities Net cash inflow/(outflow) from financing activities Net cash increase/(decrease) in cash generated by the discontinued operation |
Economic Entity 2013 $ 2012 $ 138,083 (555,176) 188,569 33,768 (4,073,443) 5,624,647 (217,558) (1,109,955) 2,613,306 (2,442,351) 59,141 1,770 |
|---|---|
| 240,240 (1,150,165) |
|
| - (849,235) - (9,285) - 1,613,067 |
|
| - 754,547 |
23. STANDBY ARRANGEMENTS AND UNUSED CREDIT FACILITIES
Controlled entities in the economic entity have Contingent Liability Bank Guarantee facilities including a multi-option facility totalling $7,493,305 available to them as at 30 June 2013 (2012: $5,718,334). Of this total facility, $2,900,874 (2012: $1,521,115) remains unused and available for the controlled entities use as at 30 June 2013. The facilities are secured by a registered equitable mortgage over the assets and undertakings of all Australian companies in the economic entity.
Controlled entities in the economic entity have Bank Overdraft facilities totaling $2,956,695 available to them as at 30 June 2013 (2012: $3,731,666). Of the total available facilities, $541,600 (2012: $907,331) 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 Later than 5 years Future lease finance charges |
104,374 342,378 65,190 154,775 119,992 244,982 10,398 - |
|---|---|
| 299,954 742,135 (30,555) (93,488) |
|
| 269,399 648,647 |
Page 51
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
24. LEASE COMMITMENTS (Continued)
| Lease liabilities recognised in the statement of financial position: Current Non-current Total lease liability |
Economic Entity 2013 $ 2012 $ 93,211 290,508 176,188 358,139 |
|---|---|
| 269,399 648,647 |
The weighted average interest rate implicit in these leases is 4.95% pa (2012: 7.55% 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 |
805,772 797,292 1,183,876 1,739,637 |
|---|---|
| 1,989,648 2,536,929 |
|
| 76,344 80,868 99,936 174,460 |
|
| 176,280 255,328 |
|
| 2,165,928 2,792,257 |
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
Apart from drawn bank guarantee facilities (refer Note 23), there were no contingent liabilities as at 30 June 2013 (2012: Nil).
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.
(i) 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.
Page 52
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
27. FINANCIAL INSTRUMENTS (Continued)
(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 73% (2012: 76%) 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.
| 2013 Financial Assets Cash & cash equivalents Trade & other receivables Financial assets Weighted average interest rate Financial Liabilities Trade & other payables Borrowings Lease liabilities Weighted average interest rate |
Floating interest rate 1 year or less - - - - - - |
Fixed Interest Non- interest bearing Total 1-5 years More than 5 years - - 2,607,853 2,607,853 - - 15,812,293 15,812,293 - - 110,455 110,455 - - 18,530,601 18,530,601 - - - - - - 10,106,056 10,106,056 - - - 11,665,095 166,910 9,278 - 269,399 166,910 9,278 10,106,056 22,040,550 4.95% 4.95% - - |
|---|---|---|
| - - |
||
| - - - - 2,415,095 9,250,000 - 93,211 |
||
| 2,415,095 9,343,211 |
||
| 10.23% 7.71% |
||
| Net financial assets (liabilities) |
(2,415,095) (9,343,211) |
(166,910) (9,278) 8,424,545 (3,509,949) |
Page 53
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
27. FINANCIAL INSTRUMENTS (Continued)
| 2012 Financial Assets Cash & cash equivalents Trade & other receivables Financial assets Weighted average interest rate Financial Liabilities Trade & other payables Borrowings Lease liabilities |
Floating interest rate 1 year or less 4,303,530 - - - - - |
Fixed Interest Non- interest bearing Total 1-5 years More than 5 years - - - 4,303,530 - - 11,981,638 11,981,638 - - 114,554 114,554 |
Fixed Interest Non- interest bearing Total 1-5 years More than 5 years - - - 4,303,530 - - 11,981,638 11,981,638 - - 114,554 114,554 |
Fixed Interest Non- interest bearing Total 1-5 years More than 5 years - - - 4,303,530 - - 11,981,638 11,981,638 - - 114,554 114,554 |
|---|---|---|---|---|
| 4,303,530 - |
- |
- | 12,096,192 16,399,722 |
|
| 3.5% - - 2,824,335 1,000,000 - 290,508 |
- 9,250,000 358,139 |
- - - |
6,831,253 6,831,253 325,000 13,399,335 - 648,647 |
|
| 2,824,335 1,290,508 |
9,608,139 - |
7,156,253 20,879,235 |
||
| Weighted average interest rate |
10.58% 8.37% |
8.57% | ||
| Net financial assets (liabilities) |
1,479,195 (1,290,508) |
(9,608,139) - |
4,939,939 (4,479,513) |
|
| 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 |
Economic Entity 2013 $ 2012 $ (3,509,949) (4,479,513) 1,703,463 1,892,032 5,586,374 6,273,610 19,989,290 19,989,290 3,404,715 3,187,157 (2,297,309) (3,115,205) |
|||
| 24,876,584 23,747,371 |
(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 rate on Commercial Bank Bills totalling $6,750,000 (2012: $7,750,000) has been fixed. The Group believes it has minimal exposure to interest rate risk.
Page 54
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
27. FINANCIAL INSTRUMENTS (Continued)
(e) Foreign Currency Risk
Refer Note 21 for a breakdown of revenue and assets by geographic location. Whilst the economic entity monitors its foreign exchange risk, it does not believe there is any material risk associated with its foreign exchange exposure.
(f) Price Risk
The economic entity believes it has minimal exposure to price risk as costs of major materials and components are set at the time of project tender.
28. SHARE BASED PAYMENTS
During the year, 500,000 fully paid ordinary shares were issued under the Directors’ and Employees’ Benefits Plan to Mr S Farthing. The shares, issued at 6.4 cents per share, related to an agreed allotment under the terms of an executed employment agreement with Mr Farthing. Shares were issued following completion of the necessary probationary period.
There were no other share-based payments in the year ended 30 June 2013.
29. INVESTMENT IN CONTROLLED ENTITIES
| Name of Entity Country of Incorporation Class of Shares Equity Holdings 2013 2012 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% A.C.N. 124919508 Pty Ltd (formerly National Engineering Pty Ltd) Australia Ordinary 100% 100% TSF Engineering 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% EVZ Energy Pty Ltd Australia Ordinary - 50% |
Cost of Parent Entity’s Investment 2013 $ 2012 $ 3,700,650 3,700,650 34,504 34,504 - - - - - - - - - - - - - - - - - - |
|---|---|
| 3,735,154 3,735,154 |
EVZ Engineering Pty Ltd and NuSource Water Pty Ltd did not trade during the year. The shareholding in EVZ Energy Pty Ltd was sold during the year at carrying value. Following the sale of the EVZ Energy Pty Ltd business, Cellular Beams changed its name to EVZ Energy Pty Ltd.
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.
Page 55
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
31. CONSTRUCTION CONTRACTS
| Aggregate amount of contract revenue recognised during the financial year Aggregate of contract costs incurred and profits recognised (including losses recognised) to date on contracts in progress Progress billings Amounts due from customers for contract work in progress Total receivable from customers for contract work in progress as included in Note 4 Retention receivables as included in Note 4 |
Economic Entity 2013 $ 2012 $ 43,989,108 50,607,910 |
|---|---|
| 41,424,827 35,675,938 39,553,085 34,395,237 |
|
| 1,871,742 1,280,701 |
|
| 10,588,615 7,372,787 |
|
| 719,569 595,368 |
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, A.C.N. 124919508 Pty Ltd (formerly National Engineering Pty Ltd), Syfon Systems Pty Ltd, NuSource Water Pty Ltd, EVZ Energy Pty Ltd (previously Cellular Beams Pty Ltd) and EVZ Engineering Pty Ltd (Group Entities) existed and relief is 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 Profit or Loss and Other Comprehensive Income Profit/(Loss) before income tax Income tax expense/(benefit) Profit/(Loss) after income tax Profit/(Loss) attributable to members of the parent entity (ii) Retained Earnings Retained losses at the beginning of the year Profit/(Loss) after income tax Transfer from capital profits reserve Retained losses at the end of the year (iii) Statement of Financial Position CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Deferred tax asset |
Closed Group & Parties to Deed of Cross Guarantee 2013 $ 2012 $ 486,063 (15,282,947) (217,558) (1,107,521) |
|---|---|
| 703,621 (14,175,426) |
|
| 703,621 (14,175,426) |
|
| (23,216,697) (9,041,271) 703,621 (14,175,426) 198,700 - |
|
| (22,314,376) (23,216,697) |
|
| 2,391,685 4,103,859 13,943,390 10,095,982 1,402,085 1,488,787 |
|
| 17,737,160 15,688,628 |
|
| Page 56 5,253,187 5,306,333 3,404,715 3,187,157 |
EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
32. DEED OF CROSS GUARANTEE (Continued)
| 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 and other payables TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Retained losses |
Closed Group & Parties to Deed of Cross Guarantee 2013 $ 2012 $ 1,278,416 1,015,733 97,952 97,952 20,159,575 20,159,575 |
|---|---|
| 30,193,845 29,766,750 |
|
| 47,931,005 45,455,378 |
|
| 12,284,002 7,985,934 11,737,464 3,996,948 |
|
| 24,021,466 11,982,882 |
|
| 112,822 9,284,352 55,934 1,182,982 |
|
| 168,756 10,467,334 |
|
| 24,190,222 22,450,216 |
|
| 23,740,783 23,005,162 |
|
| 46,055,159 46,023,159 - 198,700 (22,314,376) (23,216,697) |
|
| 23,740,783 23,005,162 |
33. NEW AND AMENDED ACCOUNTING STANDARDS
The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Company. The Company has decided not to early adopt any of the new and amended pronouncements. The Company’s assessment of the new and amended pronouncements that are relevant to the Company but applicable in future reporting periods is set out below:
- AASB 9: Financial Instruments (January 2015) and the relevant amending standards (applicable for annual reporting periods commencing on or after 30 June 2016).
These Standards are applicable retrospectively and include revised requirements for the classification and measurement of financial instruments, as well as recognition and derecognition requirements for financial instruments.
The key 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;
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EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THEYEAR ENDED 30 JUNE 2013
33. NEW AND AMENDED ACCOUNTING STANDARDS (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;
-
requiring financial assets to be reclassified 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; and
-
requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income, except when that would create an accounting mismatch. If such a mismatch would be created or enlarged, the entity is required to present all changes in fair value (including the effects of changes in the credit risk of the liability) in profit or loss.
The company has not yet been able to reasonably estimate the impact of these pronouncements on its financial statements.
- AASB 1053: Application of Tiers of Australian Accounting Standards and AASB 2010–2: Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements [AASB 1, 2, 3, 5, 7, 8, 101, 102, 107, 108, 110, 111, 112, 116, 117, 119, 121, 123, 124, 127, 128, 131, 133, 134, 136, 137, 138, 140, 141, 1050 & 1052 and Interpretations 2, 4, 5, 15, 17, 127, 129 & 1052] (applicable for annual reporting periods commencing on or after 1 July 2013).
AASB 1053 establishes a revised differential financial reporting framework consisting of two tiers of financial reporting requirements for those entities preparing general purpose financial statements:
-
Tier 1: Australian Accounting Standards; and
-
Tier 2: Australian Accounting Standards – Reduced Disclosure Requirements.
Tier 2 of the framework comprises the recognition, measurement and presentation requirements of Tier 1, but contains significantly fewer disclosure requirements.
- AASB 10: Consolidated Financial Statements, AASB 11: Joint Arrangements, AASB 12: Disclosure of Interests in Other Entities, AASB 127: Separate Financial Statements (August 2011), AASB 128: Investments in Associates and Joint Ventures (August 2011) and AASB 2011–7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards (applicable for annual reporting periods commencing on or after 1 January 2013).
AASB 10 replaces parts of AASB 127 (March 2008, as amended) and Interpretation 112: Consolidation – Special Purpose Entities. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees. The Company has not yet been able to reasonably estimate the impact of this Standard on its financial statements.
- AASB 11 replaces AASB 131: Interests in Joint Ventures (July 2004, as amended). AASB 11 requires joint arrangements to be classified as either “joint operations” (where the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or “joint ventures” (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). Joint ventures are required to adopt the equity method of accounting (proportionate consolidation is no longer allowed).
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EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THEYEAR ENDED 30 JUNE 2013
33. NEW AND AMENDED ACCOUNTING STANDARDS (Continued)
- AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a “structured entity”, replacing the “special purpose entity” concept currently used in Interpretation 112, and requires specific disclosures in respect of any investments in unconsolidated structured entities. This Standard will affect disclosures only and is not expected to significantly impact the company.
To facilitate the application of AASBs 10, 11 and 12, revised versions of AASB 127 and AASB 128 have also been issued. These Standards are not expected to significantly impact the Company.
- AASB 13: Fair Value Measurement and AASB 2011–8: Amendments to Australian Accounting Standards arising from AASB 13 (applicable for annual reporting periods commencing on or after 1 January 2013).
AASB 13 defines fair value, sets out in a single Standard a framework for measuring fair value, and requires disclosures about fair value measurement.
AASB 13 requires:
-
inputs to all fair value measurements to be categorised in accordance with a fair value hierarchy; and
-
enhanced disclosures regarding all assets and liabilities (including, but not limited to, financial assets and financial liabilities) measured at fair value.
These Standards are not expected to significantly impact the Company.
- AASB 119: Employee Benefits (September 2011) and AASB 2011–10: Amendments to Australian Accounting Standards arising from AASB 119 (applicable for annual reporting periods commencing on or after 1 January 2013).
These Standards introduce a number of changes to accounting and presentation of defined benefit plans. The Company does not have any defined benefit plans and so is not impacted by the amendment.
AASB 119 (September 2011) also includes changes to:
-
(a) require only those benefits that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service to be classified as short-term employee benefits. All other employee benefits are to be classified as either other long-term employee benefits, post-employment benefits or termination benefits, as appropriate; and
-
(b) the accounting for termination benefits that require an entity to recognise an obligation for such benefits at the earlier of:
-
(i) where for an offer that may be withdrawn – when the employee accepts;
-
(ii) where for an offer that cannot be withdrawn – when the offer is communicated to affected employees; and
-
(iii) where the termination is associated with a restructuring of activities under AASB 137 and if earlier than the first two conditions – when the related restructuring costs are recognised.
The Company has not yet been able to reasonably estimate the impact of these changes to AASB 119.
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EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THEYEAR ENDED 30 JUNE 2013
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 Accumulated losses Reserves Total equity (ii) Financial Performance Comprehensive income Profit/(Loss) for the year Transfer from capital profits reserve Total comprehensive income/(loss) |
Parent Entity 2013 $ 2012 $ 128,080 779,676 23,261,632 25,391,552 |
|---|---|
| 23,389,712 26,171,228 |
|
| 9,395,197 1,554,734 13,762 9,630,669 |
|
| 9,408,959 11,185,403 |
|
| 46,055,159 46,023,159 (32,074,406) (31,236,034) - 198,700 |
|
| 13,980,753 14,985,825 |
|
| (1,037,072) (15,258,114) 198,700 - |
|
| (838,372) (15,258,114) |
(iii) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries 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, A.C.N. 124919508 Pty Ltd (formerly National Engineering Pty Ltd), Syfon Systems Pty Ltd, NuSource Water Pty Ltd, EVZ Energy Pty Ltd (previously Cellular Beams Pty Ltd) and EVZ Engineering Pty Ltd (Group Entities) is 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
15 Clifford Street, Huntingdale, 3166
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EVZ LIMITED
NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2013
35. COMPANY DETAILS (Continued)
Principal place of business of:
Syfon Systems Pty Ltd is 22 Hargreaves St, Huntingdale, 3166
Brockman Engineering Pty Ltd is 340 Forest Rd, Corio, 3214
TSF Engineering Pty Ltd is Unit A, 31-33 Sirius Road, Lane Cove, 2066
TSF Maintenance Services Pty Ltd is Unit A, 31-33 Sirius Road, Lane Cove, 2066
Page 61
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.
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………………………… Director – M Findlay
Signed at Melbourne this 20[th] day of September 2013.
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EVZ LIMITED
INDEPENDENT AUDIT REPORT TO THE MEMBERS
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Report on the Financial Report
We have audited the accompanying financial report of EVZ Limited and its controlled entities, which comprises the statement of financial position as at 30 June 2013, the statement of profit or loss and the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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EVZ LIMITED
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EVZ LIMITED (Continued)
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of EVZ Limited on 20 September 2013, would be in the same terms if given to the directors as at the time of this auditor’s report.
Opinion
In our opinion:
-
(a) the financial report of EVZ Limited is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 8 to 11 of the directors’ report for the year ended 30 June 2013. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of EVZ Limited for the year ended 30 June 2013, complies with section 300A of the Corporations Act 2001.
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ADVANTAGE ADVISORS AUDIT PARTNERSHIP JAMES RIDLEY CHARTERED ACCOUNTANTS PARTNER
Dated in Melbourne on this 20th day of September 2013.
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EVZ LIMITED
ADDITIONAL SHAREHOLDER INFORMATION AS AT 31 AUGUST 2013
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 |
289 789 285 658 200 |
|---|---|
| 2,221 |
Number of shareholders with less than a marketable parcel of $500 at $0.055/unit
1,265
3. Names of the 20 Largest Shareholders
-
UBS Nominees Pty Ltd 2. Smithley Super Pty Ltd (Smith Super Fund A/c) 3. Cameron Richard Pty Ltd (Superannuation Fund A/c) 4. Powis Enterprises Pty Ltd (Powis Super Fund A/c) 5. Myall Resources Pty Ltd (Myall Group Super Fund A/c) 6. Airlie Beach Holdings Pty Limited (Burns Family A/c)
-
BA & LE Amarant Pty Ltd (BA & LE Amarant P/L S/F A/c)
-
Linwierik Super Pty Ltd (Linton Super Fund A/c)
-
CJ Arms Superannuation Fund Pty Ltd (CJ Arms Super Fund A/c)
-
Mr Adam Bernard Bellgrove (Ingodwi Family A/c) 11. Mr Keith Andrew Fagg & Mrs Heather Elizabeth Fagg (KA & HE Fagg S/Fund A/c)
-
Airlie Beach Holdings Pty Ltd (ABI Super Fund A/c)
-
Onmell Pty Ltd (ONM PBSF A/c)
-
BT Portfolio Services Limited (Juchima Super Fund A/c)
-
Pershing Australia Nominees Pty Ltd (Blue Ocean Equities A/c)
-
Rangeworthy Pty Ltd (The Edgley Family A/c)
-
Powis Enterprises Pty Ltd (Powis Family A/c)
-
DIP Holdings Pty Ltd 19. NLA Investments Pty Ltd (N & L Allen Family A/c) 20. TRB Management Pry Ltd (Bowden Super Fund A/c)
| Shares | % | |
|---|---|---|
| held | Holding | |
| 15,603,089 | 7.49 | |
| 7,000,000 | 3.36 | |
| 6,863,412 | 3.29 | |
| 5,942,365 | 2.85 | |
| 5,198,760 | 2.49 | |
| 5,000,000 | 2.40 | |
| 5,000,000 | 2.40 | |
| 4,582,247 | 2.20 | |
| 4,570,178 | 2.19 | |
| 4,400,000 | 2.11 | |
| 4,059,001 | 1.95 | |
| 3,999,021 | 1.92 | |
| 3,612,581 | 1.73 | |
| 3,285,654 | 1.58 | |
| 3,200,000 | 1.54 | |
| 2,825,000 | 1.36 | |
| 2,629,584 | 1.26 | |
| 2,600,000 | 1.25 | |
| 2,576,853 | 1.24 | |
| 2,409,000 | 1.16 | |
| 95,356,745 | 45.75 |
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.
Page 65
EVZ LIMITED
ADDITIONAL SHAREHOLDER INFORMATION AS AT 31 AUGUST 2013 (Continued)
6. General
The name of the Company Secretary is Ian Wallace.
The address of the principal registered office is: 15 Clifford Street, Huntingdale, Victoria, 3166 Telephone Number: (03) 9545 5288 Facsimile Number: (03) 9558 9944 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 66