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FATFISH GROUP LIMITED Annual Report 2016

Apr 27, 2016

64911_rns_2016-04-27_9749d4b0-ba65-4cb9-a913-86608246e75f.pdf

Annual Report

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Message from the Chairman

Dear%Fellow&Shareholders,

It#is#my#honour#to#present#to#you#our#Annual#Report#for#the#year#ended#56#December#:;6<.

!"#\$% has% been% an% interes/ng% year% with% the% disrup/ons% and%economic% upheavals% the% world% has% faced.' We# too# face% many% challenges% and% at% the% same% /me% are% presented% with% many% opportuni(es.

We#have#now#an#a*rac-ve#por/olio#of#investee#companies,#several#of"which"we"have"developed" to#the#next#level.# We#have#successfully#concluded#a#public#offering#of#our#mobile#gaming#assets,# iCandy' Interac-ve' Limited' (ASX:ICI)' in' February' :;<=.' The\$ market\$ capitaliza/on\$ of\$ iCandy\$ is\$ approximately, -./m., We# are# now# working# on# a# growth# strategy# for# iCandy# through# combina(ons*with*like*businesses.* We#are#also#exploring#avenues# to# return# the#success#of# this# spinout(to(you.(!!

Another(notable(milestone(is(the(growth(of(Rajapremi(in(the(insurance(industry(in(Indonesia.(This( company(has(grown(in(strength(and(stature(in(the(rapidly(expanding(insurance(market.(!!

ASEAN%remains%our%primary%playground%and%we%remain% focus%to%becoming)a leading(technology( business' builder' in' the' region.' As' the' new' fiscal' year' progresses,' we' will' seek to# unlock# more# value&from&the&Group&with&the&primary&aim&to&enhance&and&extract&our&market&value&and&also&to& return&these&benefits&tangibly&to&you.

Thank&you.

Warmest'Regards,

Larry%Gan

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES

ABN: 88 004 080 460

Financial Report For The Year Ended 31 December 2015

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES

ABN: 88 004 080 460

31 December 2015 Financial Report For The Year Ended

CONTENTS Page
Corporate Governance Statement 1
Directors' Report 15
Remuneration Report 18
Auditor's Independence Declaration 20
Consolidated Statement of Profit or Loss and Other Comprehensive Income 21
Consolidated Statement of Financial Position 22
Consolidated Statement of Changes in Equity 23
Consolidated Statement of Cash Flows 24
Notes to the Financial Statements 25
Directors' Declaration 51
Independent Auditor's Report 52
Additional Information for Listed Public Companies 54

Fatfish Internet Group Limited is listed on the Australian Securities Exchange (ASX). Accordingly, unless stated otherwise in this document, the Board's corporate governance arrangements comply with the recommendations of the ASX Corporate Governance Council (including the 2014 amendments) as well as current standards of best practice for the entire financial year ended 31 December 2015. The corporate governance statement is current as at 31 December 2015 and has been approved by the Board.

1. Our approach to corporate governance

(a) Framework and approach to corporate governance and responsibility

The Board of Fatfish Internet Group Limited ("the Company") is committed to maintaining the highest standards of corporate governance.

Corporate governance is about having a set of values that underpin the company's everyday activities - values that ensure fair dealing, transparency of actions, and protect the interest of stakeholders. The Board considers corporate governance forms part of a broader framework of corporate responsibility and regulatory oversight.

In pursuing its commitment to best practice governance standards, the Board will continue to:

  • review and improve its governance practices; and
  • monitor global developments in best practice corporate governance.

(b) Compliance with the ASX Corporate Governance Principles and Recommendations

The ASX Listing Rules require listed companies to include in their Annual Report a statement disclosing the extent to which they have followed the ASX Corporate Governance Principles and Recommendations in the reporting period.

Listed companies must identify the recommendations that have not been followed and provide reasons for the Company's decision.

This Governance Statement describes Fatfish Internet Group Limited's governance practices and notes where they do not comply with the ASX Corporate Governance Principles and Recommendations and the reasons for non-compliance.

2. Date of this statement

This statement reflects out corporate governance policies and procedures as at 31 March 2016.

3. The Board of Directors

(a) Membership and expertise of the Board

The Board has a broad range of relevant financial, experience and expertise to meet its objectives. The current Board composition, with details of individual Director's backgrounds, is set out in the Directors Report which is included in this Annual Report.

(b) Board role and responsibility

The Board is accountable to shareholders for Fatfish Internet Group Limited's performance. In summary, the Board's responsibilities include:

  • providing strategic direction and approving corporate strategic initiatives;
  • planning for Board and executive succession;
  • selecting and evaluating future Directors, the Chief Executive Officer ("CEO");
  • setting CEO and Director remuneration within shareholder approved limits;
  • approving budget and monitoring management and financial performance;
  • considering and approving the Annual Financial Report (including the Directors' Declaration) and the interim and final financial statements;
  • approving Fatfish Internet Group Limited's risk management strategy, monitoring its effectiveness and maintaining a direct and ongoing dialogue with Fatfish Internet Group Limited's auditors and regulators; and
  • considering and reviewing the social and ethical impact of Fatfish Internet Group Limited's activities, setting standards for social and ethical practices and monitoring compliance with Fatfish Internet Group Limited's social responsibility policies and practices.

3. The Board of Directors (continued)

(b) Board role and responsibility (continued)

The Board would normally delegate to management responsibility for:

  • developing and implementing corporate strategies and making recommendations on significant corporate strategic initiatives;
  • maintaining an effective risk management framework and keeping the Board and market fully informed about material risks;
  • developing Fatfish Internet Group Limited's annual budget, recommending it to the Board for approval and managing dayto-day operations within the budget; and
  • managing day-to-day operations in accordance with standards for social and ethical practices which have been set by the Board.

The current circumstances, however, require all these functions to be exercised by Board members or the Company Secretary. The Company does not currently have a performance evaluation method due to the current size and limited nature of operations.

(c ) Board size and composition

The Board determines its size and composition, subject to the limits imposed by Fatfish Internet Group Limited's Constitution. The Constitution requires a minimum of three and a maximum of ten Directors. In addition, at least two of the Directors shall ordinarily reside within Australia. Currently, the Board consists of four directors. The Board supports the principles of diversity; however, due to the size and scale of the Company's operations, it has no female representative on the Board at the present time.

(d) The selection and role of the Chairman

The Chairman is selected by the Board from the non-executive Directors. The Chairman's role includes:

  • providing effective leadership on formulating the Board's strategy;
  • representing the views of the Board to the public;
  • ensuring that, when all Board members take office, they are fully briefed on the terms of their appointment, their duties and responsibilities;
  • ensuring that the Board meets at regular intervals throughout the year, and that minutes of meetings accurately record decisions taken and, where appropriate, the views of individual Directors;
  • guiding the agenda and conduct of all Board meetings; and
  • reviewing the performance of the Board of Directors.

The Company complies with the requirement that the Chairman be an independent director.

(e) Directors' Independence

The Board assesses each of the Directors against specific criteria to decide whether they are in a position to exercise independent judgement. Directors are considered to be independent if they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. Materiality is assessed on a case-by-case basis by reference to each Director's individual circumstances rather than general materiality thresholds. In assessing independence, the Board considers whether the Director has a business or other relationship with Fatfish Internet Group Limited, either directly, or as a partner, shareholder or officer of a company or other company that has an interest, or a business or other relationship, with Fatfish Internet Group Limited or another Fatfish Internet Group Limited group member. Presently the Board has three nonexecutive directors (out of a total of four) which meet this independence criteria.

(f) Avoidance of conflicts of interest by a Director

In accordance with the Corporations Act 2001, any Director with a material personal interest in a matter being considered by the Board must not be present when the matter is being considered and may not vote on the matter.

(g) Meetings of the Board and their conduct

Meetings of the Board happen when and as appropriate. Details of Board meetings held and attended are tabled in the Directors' Report, which forms part of this Annual Report.

3. The Board of Directors (continued)

(h) Succession planning

The Board plans succession of its own members taking into account the skills, experience and expertise required and currently represented, and Fatfish Internet Group Limited's future direction. The Board is also responsible for CEO succession planning.

(i) Review of Board performance

The Board does not formally review its overall performance or the performance of individual Directors. The performance of non-executive Directors (including the Chairman) is not subject to any formal review process due to the current size of the board. Fatfish Internet Group Limited does not comply with ASX recommendations on this issue.

(j) Nomination and appointment of new Directors

Recommendations for nominations of new Directors are made by the Nomination Committee. Those nominated are assessed by the Board as a whole against a range of criteria including background, experience, professional skills, personal qualities, whether their skills and experience will augment the existing Board and their availability to commit themselves to the Board's activities. If the Board appoints a new Director during the year, that person will stand for election by shareholders at the next annual general meeting. Shareholders are provided with relevant information on the candidates for election.

(k) Retirement and re-election of Directors

Fatfish Internet Group Limited's Constitution states that one-third of our Directors must retire each year. The maximum time that each Director can serve in any single term is three years. Any Director who has been appointed during the year must retire at the next annual general meeting. Eligible Directors who retire each year may offer themselves for re-election by shareholders at the next annual general meeting.

(l) Compulsory retirement of Directors

The Board has no limit on the number of terms of office which any Director may serve.

(m) Board access to information and advise

All Directors have unrestricted access to company records and information and receive regular detailed financial and operational reports. The Company Secretary provides Directors with ongoing guidance on issues such as corporate governance, Fatfish Internet Group Limited's Constitution and the law. The Board collectively, and each Director individually, has the right to seek independent professional advice at Fatfish Internet Group Limited's expense to help them carry out their responsibilities. While the Chairman's prior approval is needed, it may not be unreasonably withheld and, in its absence, Board approval may be sought.

(n) Securities trading policy

Directors and employees are subject to the Corporations Act restrictions on trading securities in the Company if they are in possession of inside information. This is regarded as any information that is non-public and, if it were public that a reasonable person would expect to have a material effect on the price of the Company's securities.

In addition, the Company has established a policy on the trading in Fatfish Internet Group Limited's securities, which applies to all Directors and employees. Key aspects of this policy are as follows:

  • Directors and employees are encouraged to be long-term holders of the Company's securities and are discouraged from any short-term trading;
  • Directors and employees may trade shares for 4 weeks following announcement of the annual results, half-year results and the annual general meeting, provided the market has been fully informed. However, a trading embargo of 2 days applies immediately after any significant announcement;
  • Directors and employees need to ensure that the market is fully informed before they can trade and to protect themselves should discuss the intended share trading with the Chairman or Company Secretary; and
  • Trading outside the four-week period is required to be approved by the Chairman, prior to any transaction occurring. Generally, if the market is fully informed, the approval will be granted.

Directors are required to notify the Company Secretary within 2 days of a change in their beneficial interest in the company's shares.

Directors' interest in the company's securities have not changed materially in the last 12 months.

4. Board committees

Board committees and membership

There are currently four Board Committees. Fatfish Internet Group Limited complies with ASX recommendations on Board committees.

(a) Audit Committee

  • Chairman Donald Low
  • Member Kin Wai Lau
  • Member Jeffrey Tan

(b) Board Risk Oversight Committee

Chairman - Donald Low Member - Kin Wai Lau Member - Jeffrey Tan

(c ) Board Nominations Committee

  • Chairman Kin Wai Lau
  • Member Jeffrey Tan
  • Member Donald Low

(d) Board Remuneration Committee

Chairman - Jeffrey Tan
Member - Kin Wai Lau
Member - Donald Low

Directors have been paid a fixed remuneration in the past, however currently Australian resident director's fees are capped at \$2,000 per month. Directors would in past years have been paid a directors fee for attending Board Meetings, as well as being able to claim for out-of-pocket expenses and any time spent on special issues.

Fatfish Internet Group Limited's remuneration principle is that payments to non-executive Directors (as detailed in the Financial Statements) are fixed remuneration, reimbursement of expenses and time spent on specific issues. The executive Directors are paid for their executive duties at a negotiated rate in line with their qualifications and experience. Full details regarding remuneration are contained in the audited Remuneration Report in the Director's Statement of the Annual Report.

5. Audit governance and independence

(a) Approach to audit governance

The Board is committed to these basic principles:

  • Fatfish Internet Group Limited must produce true and fair financial reports; and
  • Its accounting methods are comprehensive and relevant and comply with applicable accounting rules and policies.

(b) Engagement and rotation of external auditor

Fatfish Internet Group Limited's independent external auditors are MSI Ragg Weir.

(c ) Discussions with external auditor on Independence

The Board requires the external auditor to confirm that they have maintained their independence.

5. Audit governance and independence (continued)

(d) Relationship with auditor

Fatfish Internet Group Limited's current policies on employment and other relationships with our external auditor are:

  • the audit partners and any audit firm employee on the Fatfish Internet Group Limited audit are prohibited from being an officer of Fatfish Internet Group Limited;
  • an immediate family member of an audit partner or any audit firm employee on the Fatfish Internet Group Limited audit is prohibited from being a Director or an officer in a significant position at Fatfish Internet Group Limited;
  • a former audit firm partner or employee on the Fatfish Internet Group Limited audit is prohibited from becoming a Director or officer in a significant position at Fatfish Internet Group Limited for at least five years and after the five years, can have no continuing financial relationship with the audit firm;
  • members of the audit team and firm are prohibited from having a business relationship with Fatfish Internet Group Limited or any officer of Fatfish Internet Group Limited unless the relationship is clearly insignificant to both parties;
  • the audit firm, its partners, its employees of the Fatfish Internet Group Limited audit and their immediate family members are prohibited from having a direct or material indirect investment in Fatfish Internet Group Limited;
  • officers of Fatfish Internet Group Limited are prohibited from receiving any remuneration from the audit firm;
  • the audit firm is prohibited from having a financial interest in any Company with a controlling interest in Fatfish Internet Group Limited; and
  • the audit firm engagement team in any given year cannot include a person who had been an officer of Fatfish Internet Group Limited during that year.

(e ) Restrictions on non-audit services by the external auditor

The external auditor is not restricted in the provision of non-audit services to Fatfish Internet Group Limited except as required by the Corporations Act or the ASX Listing Rules.

(d) Attendance at Annual General Meeting

Fatfish Internet Group Limited's external auditor attends the annual general meeting and is available to answer shareholder questions.

6. Controlling and managing risk

(a) Approach to risk management

Taking and managing risk are central to business and to building shareholder value. Fatfish Internet Group Limited's approach is to identify, assess and control the risks which affect its business. The intention is to enable risks to be balanced against appropriate rewards. The risk management approach links Fatfish Internet Group Limited's vision and values, objectives and strategies, procedures and training.

(b) Risk management roles and responsibilities

The Board is responsible for approving and reviewing Fatfish Internet Group Limited's risk management strategy and policy. The Risk Oversight Committee is responsible for implementing the Board-approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks in all of Fatfish Internet Group Limited's activities.

Fatfish Internet Group Limited does not comply with ASX recommendations on these issues as it does not have a formal verifiable system of risk management or any employees to implement such a system as it does not view this to be appropriate at the current time. It relies on the oversight of the Directors and the various committees, together with the periodic verification of the external auditor.

(c ) Company Secretarial assurance

The Board receives periodic reports about the financial condition and operational results of Fatfish Internet Group Limited. The CEO periodically provide formal statements to the Board that in all material respects:

  • the Company's periodic financial statements present and true and fair view of Fatfish Internet Group Limited's financial condition and operational results for those reporting periods; and
  • that risk management and internal compliance and control systems are sound, appropriate and operating efficiently and effectively.

7. Remuneration framework

(a) Overview

Director's remuneration is approved and fixed by shareholders. Fatfish Internet Group Limited currently pay its Australian resident Directors and Company Secretary a fixed remuneration. These Officers can claim reimbursement of out-of-pocket expenses incurred on behalf of Fatfish Internet Group Limited and time spent on specific issues. The Company Secretary is paid for all his time on an hourly basis.

(b) Employee Share Options scheme

There are no Employee Share Options Schemes (ESOS) granted over un-issued shares to directors or executives as part of their remuneration. The issue of any options would require approval by Shareholders.

8. Corporate responsibility and sustainability

(a) Approach to corporate responsibility and sustainability

Fatfish Internet Group Limited's approach to corporate responsibility and sustainability is to manage its business in a way that produces positive outcomes for all stakeholders and maximizes economic, social and environmental value simultaneously. In doing so, Fatfish Internet Group Limited accepts that the responsibilities flowing from this go beyond both strict legal obligations and not just the financial bottom line. Transparency, the desire for fair dealing, and positive links into the community underpin our everyday activities and corporate responsibility practices.

(b) Code of conduct

Fatfish Internet Group Limited's Board and management are committed to their Code of Conduct (Code) which is based on their core values and on the expectations of their clients, of shareholders and of the broader community.

The Code aims to promote a high level of professionalism and provide a benchmark for ethical and professional behaviour throughout the Company. It also promotes a healthy, respectful workplace and environment for all their employees.

At the same time, the Code aims to support their business reputation and corporate image within the wider community and make employees aware of the consequences they face if they breach the Code.

The ASX recommendations require that the Code of Conduct is reviewed periodically, specifically to reflect the ASX Corporate Governance Principles and Recommendations.

(c ) Insider trading policy and trading in Fatfish Internet Group Limited shares

The Company Secretary has responsibility for ensuring compliance with the continuous disclosure requirements of ASX Listing Rules, and overseeing and coordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.

Fatfish Internet Group Limited is committed to giving all shareholders comprehensive and equal access to information about its activities, and to fulfil continuous disclosure obligations to the broader market. Fatfish Internet Group Limited's policy is designed to ensure compliance with ASX Listing Rules continuous disclosure requirements. It ensures any information that a reasonable person would expect to have a material effect on the price of Fatfish Internet Group Limited's securities is disclosed.

Fatfish Internet Group Limited currently maintains its own web site and relies on communication in this medium on the ASX Company Announcements platform carrying all the relevant information.

Compliance with ASX Corporate Governance Council Good Practice Recommendations

The table below outlines each of the ASX Best Practice Recommendations and the Company's compliance with those recommendations. The Company has adopted and substantially complies with ASX Corporate Governance Principles and Recommendations (Third Edition) to the extent appropriate to the size and nature of the Group's operations.

Compliance with ASX Corporate Governance Council Good Practice Recommendations (continued)

ASX Recommendation Status Reference/Comment
Principle 1 : Lay solid foundations for management and oversight
performance is monitored and evaluated.
A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their
1.1 (a)
(b)
A listed entity should disclose:
The respective roles and responsibilities of
its board and management and,
Those matters expressly reserved to the
board and those delegated to management
Complying The Board has adopted a charter which establishes the role
of the Board and its relationship with management. The
primary role of the Board if the protection and enhancement
of long term shareholder value. Its responsibilities include
the overall strategic direction of the Group, establishing
goals for management and monitoring the achievement of
these goals. The functions and responsibilities of the Board
and management are consistent with ASX Principle 1. A
copy of the Board Charter is posted on the website.
Each Director is given a letter upon his or her appointment
which outlines the Director's duties. The Group has in place
systems designed to fairly review and actively encourage
enhanced Board and management effectiveness.
1.2 (a)
(b)
A listed entity should:
Undertake appropriate checks before
appointing a person, or putting forward to
security holders a candidate for election as a
director; and
Provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect
a director
Complying Presently, the Company has in place a Nomination
Committee.
It is the role of the Nomination Committee to identify suitable
candidates to complement the existing Board, to undertake
appropriate checks on the candidate; to seek confirmation
from the candidate that he/she will have sufficient time to
fulfil his or her responsibilities as a director. Where
appropriate, external consultants may be engaged to assist
in searching for candidates and undertaking relevant checks.
The Company provides information to shareholders about
Directors seeking re-election at general meeting to enable
them to make an informed decision on whether or not to re
elect the Director, including their relevant qualifications and
experience and the skills they bring to the Board; details of
any other listed directorships held by the Director in the
preceding 3 years; the term of office already served by the
Director; whether the Director is considered to be
independent; and a recommendation by the Board in respect
of the re-election of the Director.
The Company will, in the case of a candidate standing for
election as a director for the first time, provide information to
shareholders about the candidate to enable them to make
an informed decision on whether or not to elect the
candidate, including material adverse information revealed
by any checks the Board has performed on the candidate;
details of any interest, position, association or relationship
that might influence, or reasonably be perceived to
influence, in a material respect the candidate's capacity to
exercise independent judgment on board matters or to act in
the best interests of the Company and its shareholders
generally; the Board's view on whether the candidate will be
considered to be an independent Director; and a
recommendation by the Board in respect of the election of
the candidate.

Compliance with ASX Corporate Governance Council Good Practice Recommendations (continued)

1.3 A listed entity should have a written agreement
with each director and senior executive setting out
the terms of their appointment.
Complying Each director is given a letter upon his or her appointment
which outlines the Director's duties, obligations,
remuneration, expected time commitments and notification
of the Company's policies. Similarly senior executives
including the CEO and CFO, have a formal job description
and services agreement describing their term of office,
duties, rights, and responsibilities and entitlements on
The Company will disclose the material terms of any
employment service or consultancy agreement if enters into
with its CEO (or equivalent)
1.4 The Company Secretary of a listed entity should
be accountable directly to the board, through the
chair, on all matters to do with the proper
functioning of the board
Complying The Company Secretary is responsible for co-ordination of
all Board business, including agendas, board papers,
minutes, communication with regulatory bodies, ASX and all
statutory and other filings. The Company Secretary is
accountable to the Board, and all Directors have access to
the Company Secretary. The decision to appoint or remove
the Company Secretary is to be made or approved by the
Board.
1.5 A listed entity should:
(a)
Have a diversity policy which includes
requirements for the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and
to assess annually both the objectives and
the entity's progress in achieving them;
(b)
Disclose that policy or a summary of it; and
(c )
Disclose as at the end of each reporting
period the measurable objectives for
achieving gender diversity set by the board
or a relevant committee of the board in
accordance with the entity's diversity policy
and its progress towards achieving them, and
either:
1) The respective proportions of men and
women on the board, in senior executive
positions and across the whole organisation
(including how the entity has defined "senior
executive" for these purposes); or
2) If the entity is a "relevant employer" under
the Workplace Gender Equality Act, the
entity's most recent "Gender Equality
Indicators", as defined in and published
under that Act
Part
Complying
The Board has contemplated the necessity of implementing
a diversity policy.
Noting the relatively small size of the Company and the fact
that the Company has only a small number of employees,
the Board has resolved to depart from the
Recommendations by not implementing a gender diversity
Whilst the Company has not set formal measurable
objectives for achieving gender diversity, at such time that
the Company seeks to establish and expand its workforce,
the Company will be committed to the principles of
employing people with a broad range of experiences, skills
and views.
1.6 A listed entity should:
(a)
Have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b)
Disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process.
Part -
Complying
The Directors undertake a process to periodically review the
performance and effectiveness of the Board and individual
directors. The Company Secretary oversees this process. As
part of the review, each Director shall complete a soon to be
completed questionnaire relating to the Board's role,
composition, procedures, practices and behaviour. The
questionnaire results with the Board as a whole, and
provides feedback to individual Directors as necessary.
Senior executives supply the Board with information in a
form and timeframe, and of a quality that enables the Board
to discharge its duties effectively. Directors are entitled to
request additional information where they consider such
information necessary to make informed decisions.
Compliance with ASX Corporate Governance Council Good Practice Recommendations (continued)
1.7 (a)
(b)
A listed entity should:
Have and disclose a process for periodically
evaluating the performance of its senior
executives; and
Disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process
Complying The Board, together with the Company's Chief Executive
Officer, evaluates the performance of the Group's senior
executives periodically. The Board also reviews the Chief
Executive Officer's performance annually. A performance
evaluation for the Group's senior executives and the Chief
Executive Officer has taken place in the reporting period.
Principle 2: Structure the Board to add value
effectively. A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties
2.1 (a) The board of a listed entity should:
Have a nomination committee which:
1) Has at least three members, a majority of
whom are independent directors; and
2) Is chaired by an independent director, and
disclose:
3) The charter of the committee
4) The members of the committee; and
5) As at the end of each reporting period, the
Part -
Complying
The Board has established a formal nomination committee.
Where necessary, the Nomination Committee seeks advice
of external advisers in connection with the suitability of
applicants for Board membership.
(b) number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
If it does not have a nomination committee,
disclose that fact and the processes it
employs to address board succession issues
and to ensure that the board has the
appropriate balance of skills, knowledge,
experience, independence and diversity to
enable it to discharge its duties and
responsibilities effectively.
2.2 A listed entity should have and disclose a board
skills matrix setting out the mix of skills and
diversity that the board currently has or is looking
to achieve in its membership.
Part
Complying
Whilst the Company does not currently disclose a board
skills matrix setting out the mix of skills of the Directors, the
following information is set out in the Company's Annual
Report.
• The skills, experience and expertise relevant to the position
of director held by each director in office at the dare of the
annual report; and
• A statement as to the mix of skills and diversity for which
the board of directors is looking to achieve in membership of
the Board.
2.3 A listed entity should disclose: Complying During the year, the Board comprised of four Directors, Dato'
(a)
(b)
The names of the directors considered by the
board to be independent directors;
b) If a director has an interest, position,
association or relationship of the type
described in Box 2.3 but the board is of the
opinion that it does not compromise the
independence of the interest, position,
Larry Nyap Liou Gan (Non Executive Chairman), Kin Wai
Lau (CEO/Executive Director), Donald Han Low (Non
Executive Director) and Jeffrey Hua Yuen Tan (Non
Executive Director).
The Board has considered that circumstances of each
Director and determined that Directors Dato' Larry Nyap Liou
Gan, Donald Han Low and Jeffrey Hua Yuen Tan were
association or relationship in question and an
explanation of why the board is of that
opinion; and
independent as described in Box 2.3 of the
Recommendations.
The Corporations Act 2001, the Company's Constitution and
the Board meeting process requires Directors to advise the
(c ) The length of service of each director. Board of any interest they have that has the potential to
conflict with the interests of the Group, including any
development that may impact their perceived or actual
independence.
If the Board determines that a Director's status as an
independent Director has changed, that determination will be
disclosed and explained in a timely manner to the market.
Compliance with ASX Corporate Governance Council Good Practice Recommendations (continued)
The length of service of each Director is set out in the
Company's Annual Report.
2.4 A majority of the board of a listed entity should be
independent directors
Complying During the year, the Board comprised four Directors, Dato'
Larry Nyap Liou Gan, Kin Wai Lau, Donald Han Low and
Jeffrey Hua Yuan Tan. Of the four directors, the Board
considers that only Kin Wai Lau as non independent
director.
2.5 The chair of the board of a listed entity should be
an independent director and, in particular, should
not be the same person as the CEO of the entity
Complying Dato' Larry Nyap Liou Gan has been Chairman of the
Company since 2014 and was, at the date of his
appointment and continues to be, independent. The
Chairman leads the Board and is responsible for the efficient
organisation and conduct of the Board's functions.
The positions of Chairman and Chief Executive officer are
held by separate persons
2.6 A listed entity should have a program for inducting Complying The Company has procedures and policies in place to assist
new directors and provide appropriate
professional development opportunities for
directors to develop and maintain the skills and
knowledge needed to perform their role as
directors respectively
Directors in fulfilling their responsibilities.
As Directors join the Board, they undertake a comprehensive
induction program, which includes information on the
Company's core values, key strategies, objectives, as well
as its governance framework and operations. New Directors
also meet with key senior management to gain a better
appreciation of the Group's services and capabilities.
The Board also receives ongoing governance updates as
required, including in relation to recent legislative and
regulatory changes and developments in corporate
governance. All directors have ongoing access to
information on the company's operations and to the Group's
senior management.
Each director, at any time, is able to seek reasonable
independent professional advice on any business-related
matter at the expense of the Company. Directors also have
access to adequate internal resources to seek any
information from any officer or employee of the Group, or to
require the attendance of management at meetings to
enable them as Directors to fulfil their duties.
Principle 3 : Act ethically and responsibly
A listed entity should act ethically and responsibly
3.1 A listed entity should:
(a)
Have a code of conduct for its directors,
senior executives and employees; and
(b)
b) Discloses that code or a summary of it.
Complying The Board has established a Code of Conduct which
articulates acceptable practices for directors, senior
executives and employees, to guide their behaviour and to
demonstrate the commitment of the Company to ethical
practices. The Code of Conduct is published on the Website.
The Company also seeks to ensure that advisers,
consultants and contractors aware of the Company's
expectations as set out in its Code of Conduct.
Principle 4: Safeguard integrity in corporate reporting A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate
reporting.
4.1 The board of a listed entity should:
(a)
Have an audit committee which:
1. Has at least three members, all of whom
are non-executive directors and a majority of
whom are independent directors; and
2. Is chaired by an independent director, who
is not the chair of the board, and disclose:
3. The charter of the committee;
4. The relevant qualifications and experience
of the members of the committee; and
Part -
Complying
The board has established a formal audit committee and
such a committee will operate under a audit committee
charter which has already been approved by the Board. In
the meantime, the Board as a whole carries out the functions
of an audit committee in accordance with the audit
committee charter.
Compliance with ASX Corporate Governance Council Good Practice Recommendations (continued)
5. In relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
If it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner.
4.2 The board of a listed entity should, before it
approves the entity's financial statements for a
financial period, receive from its CEO and CFO a
declaration that, in their opinion, the financial
records of the entity have been properly
maintained and that the financial statements
comply with the appropriate accounting standards
and give a true and fair view of the financial
position and performance of the entity and that the
opinion has been formed on the basis of a sound
system of risk management and internet control
which is operating effectively.
Complying The Directors are committed to the preparation of financial
statements that present a balanced and clear assessment of
the Group's financial position and prospects.
The Board reviews the Group's half yearly and annual
financial statements. The Board requires that the Chief
Executive Officer and the Chief Financial Officer state in
writing to the Board that the Group's financial reports present
a true and fair view, in all material respects, of the Group's
financial condition and operational results and are in
accordance with relevant accounting standards and that the
opinion has been formed on the basis of a sound system of
risk management and internal control which is operating
effectively.
4.3 A listed entity that has an AGM should ensure that
its external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
Complying Shareholders are encouraged to attend the Company's
Annual General Meeting, which the Company endeavours to
ensure the attendance of its auditors.
Shareholders are given an opportunity to ask questions of
the Company's auditors regarding the conduct of the audit
and preparation and content of the auditor's report.
Principle 5 : Make timely and balance disclosure
a material effect on the price or value of its securities
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have
5.1 A listed entity should:
(a)
Have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b)
Disclose that policy or a summary of it
Complying The company has a documented policy which has
established procedures designed to ensure compliance with
ASX Listing Rule disclosure requirements and to ensure
accountability at a senior management level for that
compliance. The focus of these procedures is on continuous
disclosure of any information concerning the Group that a
reasonable person would expect to have a material effect on
the price of the Company's securities and improving access
to information for all investors.
The Chief Executive officer, the Chief Financial officer and
the Company Secretary are responsible for interpreting the
Group's policy and where necessary informing the Board.
The purpose of the procedures for identifying information for
disclosure is to ensure timely and accurate information is
provided equally to all shareholders and market participants.
The Company Secretary is responsible for all
communications with the ASX. All Company announcements
are vetted and authorized by the Board and senior
management to ensure they are made in a timely manner,
are factual, do not omit material information and are
expressed in a clear and objective manner that allows
investors to assess the impact of the information when
making investment decisions.
The policy on continuous disclosure is published on the
Website
Compliance with ASX Corporate Governance Council Good Practice Recommendations (continued)
Principle 6 : Respect the rights of security holders
6.1 A listed entity should provide information about
itself and its governance to investors via its
website
Complying A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow
The Board informs shareholders of all major developments
affecting the Group's state of affairs as follows:
• Placing all relevant announcements made to the market,
on the Website after they have been released to ASX;
• Publishing all corporate governance policies and charters
adopted by the Board on the Website;
• Releasing information provided to analysts or media during
briefings to ASX and placing such information on the
Website; and
• Placing the full text of notices of meeting and explanatory
material on the Website.
6.2 A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors
Complying The Company communicates with its shareholders and
investors by posting information on the Website, and by
encouraging attendance and participation of shareholders at
general meetings. Investors are also able to provide
feedback and seek further information about the Company
via the Website. Management or Directors additionally meet
with shareholders from time to time upon request and
respond to any enquiries they may make.
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and
encourage participation at meetings of security
holders
Complying Shareholders are encouraged to attend the Company's
Annual General Meeting. The AGM is an opportunity for
shareholders to hear the CEO and chairman provide
updates on Group performance, ask questions of the Board
and vote on the various resolutions affecting the business.
Shareholders are given an opportunity to ask questions of
the Company's auditors regarding the conduct of the audit
and preparation and content of the auditor's report.
6.4 A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registry electronically
Complying Investors are able to communicate with the Company
electronically via the Website or by emailing the Company
Secretary. Investors are also able to communicate with the
Company's registry electronically by emailing the registry or
via the registry's website.
Principle 7: Recognise and manage risk
7.1 The board of a listed entity should:
(a)
Have a committee or committees to oversee
risk, each of which:
1) Has at least three members, a majority of
whom are independent directors; and
2) Is chaired by an independent director, and
disclose:
3) The charter of the committee
4) The members of the committee; and
5) As at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
Complying A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
The Board has established a formal risk oversight
committee and such a committee will operate under a risk
committee charter which will be approved by the Board.
(b)
If it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the processes it employs for
overseeing the entity's risk management
framework.
Compliance with ASX Corporate Governance Council Good Practice Recommendations (continued)
7.2 (a)
(b)
The board or a committee of the board should:
Review the entity's risk management
framework at least annually to satisfy itself
that it continues to be sound; and
Disclose, in relation to each reporting period,
whether such a review has taken place
Complying The Group has established policies and procedures to
identify, assess and manage all material business and
operational risks. The Board has responsibility for monitoring
risk oversight and ensures that the Chief Executive officer
and the Chief Financial Officer or equivalent report on the
status of business risks through risk management programs
aimed at ensuring risks are identified, assessed and
appropriately managed. In addition the Board will through
the Risk Oversight Committee annually review the risk
management framework and policies of the Group, and is
satisfied that management has developed and implemented
a sound system of risk management and internal control.
The Board oversees policies on risk assessment and
management.
7.3 (a)
(b)
A listed entity should disclose:
If it has an internal audit function, how the
function is structured and what role It
performs; or
If it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its risk management and
internal control processes
Complying Management reviews the Group's major business units,
organizational structure and accounting controls and
processes on a regular basis and reports accordingly to the
Board; the Board is satisfied that the processes in place to
identify the Group's material business risks are appropriate
and that these risks are being effectively managed. The
Group's risk management processes continue to be
monitored and reported against on an ongoing basis.
A description of the Group's risk management policy and
internal compliance and control systems is available on the
Website.
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks
Principle 8: Remunerate fairly and responsibly
Complying The Group's operations are not subject to any significant
environmental regulations under the Commonwealth or State
legislation.
The Directors believe that the Group has adequate systems
in place for the management of its environment
requirements and are not aware of any breach of those
environmental requirements as they apply to the Group
security holders. A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive
remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for
8.1 (a)
(b)
The board of a listed entity should:
Have a remuneration committee which:
1) Has at least three members, a majority of
whom are independent directors; and
2) Is chaired by an independent director, and
disclose:
3) The charter of the committee
4) The members of the committee; and
5) As at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
If it does not have a remuneration committee,
disclose that fact and the processes it
employs for setting the level and composition
of remuneration for directors and senior
executives and ensuring that such
remuneration is appropriate and not
Complying The Board has established a formal remuneration
committee, having regard to the size of the Company. The
Board acknowledges that when the size and nature of the
Company warrants the necessity of a formal remuneration
committee, such a committee will operate under a
remuneration committee charter which will be approved by
the Board.
The Board, in performing the function of the remuneration
committee, reviews remuneration packages and practices
applicable to the Chief Executive Officer, Senior Executives
and Directors themselves. This role also includes
responsibility for share option schemes incentive
performance packages and retirement and termination
entitlements. Remuneration levels are competitively set to
attract the most qualified and experienced Directors and
Senior Executives. The Board may obtain independent
advice on the appropriateness of remuneration packages.

excessive.

Compliance with ASX Corporate Governance Council Good Practice Recommendations (continued)
8.2 A listed entity should separately disclose its
policies and practices regarding the remuneration
of non-executive directors and the remuneration of
executive directors and other senior executives
Complying Details of the Directors and Key Senior Executives
remuneration are set out in the Remuneration Report of the
Annual Report. The structure of Non-Executive Directors'
remuneration is distinct from that of executives and is further
detailed in the Remuneration Report of the Annual Report.
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a)
Have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating
in the scheme; and
Complying Equity based executive remuneration is made in accordance
with thresholds set in plans approved by shareholders. In
addition, the Company has issued equity based
remuneration to both Executive and Senior Management
which has been approved by shareholders at a general
meeting, at which a summary of the incentive plan was
provided to shareholders
Disclose that policy or a summary of it.
(b)

The Directors of Fatfish Internet Group Limited ("the Company") present their report on the consolidated entity ("the Group"), consisting of Fatfish Internet Group Limited and the entities it controlled at the end of and during the financial year ended 31 December 2015.

Information on Directors

The names and details of the Group's Directors in office during the financial year and until the date of this report are as follows:

Directors were in office for this entire period unless otherwise stated.

Dato' Larry Nyap Liou Gan
Chairman
Dato' Larry held leadership roles in Accenture over a 26 year career including as managing partner for Asia. He also
spent four years of his tenure overseeing the firm's multibillion dollar Venture Fund, managing investments throughout
Non-Executive Director Australasia.
Appointed 1 September 2014 More recently, Dato' Larry was a founding director of ASX-listed iProperty Group Limited which owns and operates a
range of real estate websites and investments throughout Asia.
Other current directorships of listed companies
8Common Limited (listed on ASX)
Flexiroam Limited (listed on ASX)
Rev Asia Berhad - formerly known as Catcha Media Berhad (listed on Bursa Malaysia)
Tanjong Public Limited Company (listed on Bursa Malaysia)
AMMB Holdings Berhad (listed on Bursa Malaysia)
Cuscapi Berhad (listed on Bursa Malaysia)
Graphene Nanochem Plc (listed on AIM)
Qualifications
Qualified Accountant since 1978. Fellow of Association of Certified Chartered Accountants in 1992 and Certified
Management Consultant.
Kin Wai Lau
Chief Executive Officer
Kin-Wai Lau is a well-recognised technology entrepreneur in Southeast Asia who founded his first technology company
when he was 23 and has since taken three technology companies public.
Executive Director Mr Lau began his career as the co-founder and Managing Director of Viztel Solutions Berhad ("Viztel"), a telecom and
Appointed 21 July 2014 mobile Internet software start-up. By the age of 28, Mr Lau had led Viztel to IPO and was one of the youngest Managing
Directors of a public company in Southeast Asia.
In 2007, Mr Lau co-founded Cellsafe Biotech Group, a regional biotechnology business group focussing on non
controversial technologies for harvesting and cryogenic preservation of stem cells. Cellsafe is now a leading stem cell
bank network in Southeast Asia, with operations across four countries.
In 2008, Mr Lau led a takeover of the Oriented Media Group Berhad (Omedia), a publicly traded digital media company
in Malaysia, of which he was later appointed its Executive Chairman.
Mr Lau was a scholar of a Malaysian government-controlled corporation and graduated with first class honours in
engineering from the University of Manchester in the United Kingdom. He was also a faculty research staff and a PhD
candidate at the Imperial College, London.
Mr Lau frequently supports entrepreneurial campaigns in colleges and universities and is a regular judge at innovation
and start-up competitions in Singapore.
Other current directorships of listed companies

iCandy Interactive Limited (listed on ASX)

Qualifications

Bachelor of Engineering (First Class) - University of Manchester, United Kingdom

Information on Directors (continued)

Donald Han Low
Non-Executive Director
Donald has worked in the corporate advisory and corporate finance sector with experience covering the whole business
cycle, ranging from start-ups, business creation and exits via Initial Public Offerings (IPOs), Reverse Take Overs
Company Secretary (RTO), Trade Sales and Mergers and Acquisitions (M&A). As part of all corporate restructurings, especially in
distressed assets and business models, Donald takes a hands-on approach in the senior management of the
Appointed 8 April 2008 companies.
He has served as Chief Executive Officer (CEO) and as director on boards of private and publicly listed companies in
Asia, Australia and Europe with interests ranging from traditional businesses such as agriculture (oil palm plantations,
etc.), logistics, finance, mining, manufacturing, food and service (A&W) to new economy businesses in TMT
(Telecommunication, Media & Technology) space and the fast growing internet environment.
Other current directorships of listed companies
iCandy Interactive Limited (listed on ASX)
Gladiator Resources Limited (listed on ASX)
Qualifications
B. Econs, University of Western Australia
Jeffrey Hua Yuen Tan
Non-Executive Director
Mr Tan has 16 years' experience in equities and derivatives markets and client portfolio advisory roles and has also
facilitated resource and property projects in China and Vietnam. Mr Tan is a director of Fraden Projects Australia Pty
Appointed 12 October 2011 Ltd, a company of foreign project management consultants that facilitated the development of the USD \$300 million
Yen So Project with the local government and Gamuda Berhad.
As a Director, Mr Tan has also facilitated the acquisitions and development of private ventures in China's Heilongjiang
and Jilin Provinces.
Other current directorships of listed companies
Nil
Qualifications
B. Business Univ SA
Company Secretary

Mr Donald H Low is the Company Secretary of the Company. He was appointed on the 8 August 2014.

Shareholdings of directors and other key management personnel

The interests of each Director and any other key management personnel, directly and indirectly, in the shares and options of the Company at the date of this report are as follows:

Director Ordinary Shares Share Options
Dato' Larry Nyap Liou Gan* 5,407,506 5,407,506
Kin Wai Lau 15,709,609 -
Donald Han Low - -
Jeffrey Hua Tan - -

* Dato' Larry Nyap Liou Gan holds 5,200,000 ordinary shares and options via Planetbiz Investments Ltd.

Interests In Contracts

None of the above directors have any personal interest in the contracts entered into by Fatfish Internet Group Limited or its controlled entities other than those mentioned above and in Note 24 - Related Party Transactions.

Meetings of Directors

During the financial year, meetings of directors (including committees of directors and circular resolutions passed) were held.

Attendances by each director during the year were as follows:

Directors' Meetings Risk Oversight Meetings Audit Committee Meetings Remuneration Committee
Meetings
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Dato' Larry Nyap Liou Gan 21 21 - - - - - -
Kin Wai Lau 21 21 5 5 9 9 1 1
Donald Han Low 21 21 5 5 9 9 1 1
Jeffery Hua Tan 21 21 5 5 9 9 1 1

There were no meetings for the other committees.

Corporate Information

Corporate Structure

Fatfish Internet Group Limited is a company limited by shares that is incorporated and domiciled in Australia. Fatfish Internet Group Limited has prepared a consolidated financial report incorporating Fatfish Internet Pte Ltd and Fatfish Capital Limited, which it controlled during the financial year and which are included in the financial statements.

Principal Activities and Significant Changes in Nature of Activities

The principal activity of the consolidated entity during the year was the investment in tech and internet companies.

Fatfish Internet Group Limited is an Internet venture investment firm - a first of its kind to list on the ASX. Operating dual headquarters in Singapore and Melbourne, Fatfish Internet Group focuses on growth Internet markets, building Internet ventures with the potential to scale globally through its "Seed-to-Exit" approach.

Fatfish Internet Group Limited enhances value of investee companies through its capital, network and resources, offering unique opportunities to investors to invest in diversified portfolio of early-stage and growth-stage Internet businesses.

REVIEW OF OPERATIONS

During this financial year, the Company completed a successful capital raising through the issuance of loyalty options which raised \$1.3m and was fully subscribed. An additional \$2.1 million was raised through institutional placements and exercise of options.The Company has grown from strength to strength with the creation of its Corporate Advisory Division which aims to assist in the bringing to market and provision of exit strategies for tech companies in the Asia Pacific region. With this new arrow in the quiver, the Company has sharpened its focus and streamlined processes which will greatly improve and leverage its positions where it has dominance and gain traction and momentum where it is still in the Developmental stage.

The main standout highlight for this period was the proposed IPO of iCandy Interactive Ltd (subsequently listed on 4 February 2016), which is the holding company for Fatfish mobile gaming subsidiaries, AppXplore and Kensington. Through this IPO which valued iCandy at more than \$40m, the latent value of this investment will be unlocked for the Company. Subsequent to the listing on 4 February 2016, the Company controls approximately 82% of iCandy's issued capital.

Dividend

No dividends in respect to the current financial year have been paid, declared or recommended for payment.

Operating and Financial Review

Financial Overview

Operating results for the year

The loss for the Group is \$8,163,988. (2014: loss of \$12,477,025)

Review of financial position

The nets assets of the Group have decreased by \$3,331,142 from \$12,723,077 as at 31 December 2014 to \$9,391,935 as at 31 December 2015.

Capital Raising and Capital Structure

As at 31 December 2015, the Company has 161,799,446 fully paid ordinary shares and 129,075,166 options on issue. During the financial year, a total of 129,625,266 options were issued, of which 550,100 options were exercised. Please refer to Note 19 - Issued capital for further details.

Summary of options on issue

Issuing entity Issue Date Number of shares
under option
Class of shares Exercise Price Expiry Date
Fatfish Internet Group Limited February 2015 129,075,166 Ordinary \$0.22 29 July 2016

Option holders do not have any rights to participate in any issues or other interest in the company or any other entity.

A total of 550,100 options were exercised during the year ended 31 December 2015.

No options were issued to directors and executives as remuneration for the financial year ended 31 December 2015 and at the date of this report.

There have been no shares issued since the end of the financial year resulting from the exercise of options.

Events after the Reporting Period

  • On 4 February 2016, the holding company of Fatfish mobile gaming subsidiaries, iCandy Interactive Limited was officially admitted into the Australian Stock Exchange.
  • As at 31 March 2016, negotiations are underway for Nvoi Limited ("Nvoi"). Nvoi is an investee company of Fatfish Internet Group Limited of which the Company has an interest. Nvoi is to be acquired by ASX-listed Orrex Resources Limited, subject to approval by shareholders and ASX. The acquisition is anticipated to be finalised by the third quarter of the 2016 financial year.

Orrex Resources Limited is to acquire 100% of Nvoi's issued capital.

  • As at 31 March 2016, a Memorandum of Understanding has been signed in relation to the sale of Vdancer Pte Ltd (a subsidiary of Fatfish Internet Pte Ltd ("FIPL") of which the Company has 100% ownership) to PT Hyper Lab Technologies for a disposal price of USD 1,500,000 (AUD 1,805,266). The sale of Vdancer Pte Ltd is anticipated to be finalised by the second quarter of the 2016 financial year.

Future Developments, Prospects and Business Strategies

Disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected results of those operations are likely to result in unreasonable prejudice to the Group. Accordingly, this information has not been disclosed in this report.

Environmental Issues

The Group's operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory.

Indemnifying Officers or Auditor

An indemnity have been given by the company in favour of the directors to the extent that the Corporations Act 2001 allows. No payment or agreement has been given in relation to a premium in respect of a contract insuring against a liability incurred as an officer for the costs or expenses to defend legal proceedings.

No other insurance premium or indemnity has been paid or provided in respect of any directors or auditors.

Proceedings on Behalf of Company

No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The company was not a party to any such proceedings during the year.

Non-audit Services

There were no non-audit services provided by the auditor during the period.

Auditor's Independence Declaration

The lead auditor's independence declaration for the year ended 31 December 2015 has been received and can be found on page 20 of the Financial Report.

REMUNERATION REPORT - AUDITED

This remuneration report, which forms part of the Directors' report, sets out information about the remuneration of the Group's Directors and other key management personnel for the year ended 31 December 2015. The prescribed details for each person covered by this report are detailed below.

Details of directors and other key management personnel

Directors and other key management personnel of the Group during and since the end of the financial year are as follows:

Dato' Larry Nyap Liou Gan Non-Executive Chairman
Kin Wai Lau Chief Executive Office and Executive Director
Donald Han Low Non-Executive Director and Company Secretary
Jeffrey Hua Tan Non-Executive Director

Remuneration policy

Remuneration levels are competively set to attract the most qualified and experienced Directors and Senior Executives. The Board may obtain independent advice on the appropriateness of remuneration packages.

There are no schemes for retirement benefits.

The Directors are reimbursed for expenses incurred by them in the course of their duties as directors of the company. There is no link between the provision of any non-monetary benefits and performance of the company.

The Group's earnings and movement in shareholders' wealth for one and a half years to 31 December 2015 is detailed in the following table:

31 December 2015 Restated 6 months ending 31
December 2014
\$ \$
Revenue 232,574 507,310
Net (loss) / profit before tax (8,163,988) (12,477,025)
Net (loss) / profit after tax (8,163,988) (12,477,025)
Share price at start of year \$0.195 \$0.110
Share price at end of year \$0.050 \$0.195
Dividends paid - -
Basic (loss) / earnings per share (6.17) (10.58)

Key management personnel remuneration policy

The key management personnel of the company are represented by the directors and company secretary. The key management personnel remuneration policy is therefore the same as the directors' remuneration policy.

Position Held as at 31 December 2015 and any change
during the year
Contract details (duration & termination)
Dato' Larry Nyap Liou Gan Non-Executive Chairman No fixed term
Kin Wai Lau Chief Executive Office and Executive Director No fixed term
Donald Han Low Non-Executive Director and Company Secretary No fixed term
Jeffrey Hua Tan Non-Executive Director No fixed term

Remuneration of Directors and other Key Management Personnel (KMP) for the Year Ended 31 December 2015

2015 Salaries, fees and
leave
Shares, Options/
Incentive Rights
Superannuation Total
Group KMP \$ \$ \$ \$
Dato' Larry Nyap Liou Gan 30,000 - - 30,000
Kin Wai Lau 148,723 - - 148,723
Donald Han Low 27,000 - - 27,000
Jeffrey Hua Tan 12,000 - - 12,000
217,723 - - 217,723
Restated 6 months ending 31 December
2014
Salaries, fees and
leave
Shares, Options/
Incentive Rights
Superannuation Total
Group KMP \$ \$ \$ \$
Dato' Larry Nyap Liou Gan 8,000 - - 8,000
Kin Wai Lau 60,000 - - 60,000
Donald Han Low 10,000 - - 10,000
Jeffrey Hua Tan 10,000 - - 10,000
88,000 - - 88,000

Reimbursement transactions with related parties

2015 6 months ending 31
December 2014
Reimbursement of business expenses incurred by the Company and initially settled by Mr.
Donald Low. All expenses were incurred on an arm's length basis.
20,283 -
20,283 -

Share options granted to directors and executives

No share or options were issued to directors and executives as remuneration for the financial year ended 31 December 2015 and at the date of this report.

At the end of the financial year, the following options were held by each Director and other key management personnel, directly and indirectly.

Grantee Number Grant Date Expiry Date Exercise Price
Dato' Larry Nyap Liou Gan 5,407,506 2 February 2015 29 July 2016 \$0.22

The Directors' Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors.

Mr Donald Low

Dated: 31 March 2016

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES ABN: 88 004 080 460 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2015

Consolidated Group
2015 Restated 6 month
period ended 31
December 2014
Note \$ \$
Revenue 3 232,574 507,310
Cost of sales (2,648) (14,880)
Gross Profit 229,926 492,430
Other income / (expenses) 3 453,618 119,343
Employee benefits expense (525,110) (222,957)
Depreciation and amortisation expense (250,475) (109,026)
Finance costs - (750)
Impairment of goodwill (5,681,114) (7,289,615)
Administration expenses 4 (2,002,332) (605,239)
Marketing expenses (68,823) (62,879)
Listing and filing fees (86,883) (342,108)
Listing costs - (4,433,530)
Occupancy expenses (57,891) (22,694)
Bad debts written off (174,904) -
Loss before income tax
Tax expense
5 (8,163,988)
-
(12,477,025)
-
Net Loss for the year (8,163,988) (12,477,025)
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations, net of tax
35,790 (31,233)
35,790 (31,233)
Total comprehensive loss for the year (8,128,198) (12,508,258)
Net loss attributable to:
Members of the parent entity (7,890,585) (12,557,004)
Non-controlling interest (273,403) 79,979
(8,163,988) (12,477,025)
Total comprehensive loss attributable to:
Members of the parent entity (8,114,965) (12,594,066)
Non-controlling interest (13,233) 85,808
(8,128,198) (12,508,258)
Earnings per share
From continuing and discontinued operations:
Basic loss per share (cents) 8 (6.17) (10.58)
Diluted loss per share (cents) 8 (3.14) (10.58)

The accompanying notes form part of these financial statements.

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES ABN: 88 004 080 460 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015

Consolidated Group
2015 Restated 6 month
period ended 31
December 2014
Note \$ \$
ASSETS
CURRENT ASSETS
Cash and cash equivalents 9 2,096,820 789,151
Trade and other receivables 10 597,883 615,260
Other financial assets 11 205,866 -
TOTAL CURRENT ASSETS 2,900,569 1,404,411
NON-CURRENT ASSETS
Property, plant and equipment 13 85,644 106,922
Investments in associates 14 209,213 249,448
Intangible assets 16 9,039,272 11,249,125
TOTAL NON-CURRENT ASSETS 9,334,129 11,605,495
TOTAL ASSETS 12,234,698 13,009,906
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 17 839,523 170,840
Borrowings 18 9,516 8,686
TOTAL CURRENT LIABILITIES 849,039 179,526
NON-CURRENT LIABILITIES
Trade and other payables 17 2,002,323 79,738
Borrowings 18 19,399 27,565
TOTAL NON-CURRENT LIABILITIES 2,021,722 107,303
TOTAL LIABILITIES 2,870,761 286,829
NET ASSETS 9,363,937 12,723,077
EQUITY
Issued capital 19 27,486,990 25,378,947
Reserves 27 1,302,466 (37,062)
Accumulated losses (20,642,557) (12,751,972)
Parent interest 8,146,899 12,589,913
Non-controlling interest 1,217,038 133,164
TOTAL EQUITY 9,363,937 12,723,077

The accompanying notes form part of these financial statements.

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES ABN: 88 004 080 460 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 DECEMBER 2015

Share Capital Reserves
Ordinary Accumulated
Losses
Foreign
Currency
Translation
Reserve
Option
Reserve
Subtotal Non
controlling
interests
Total
\$ \$ \$ \$ \$ \$ \$
Consolidated Group
Balance at 1 July 2014 14,129,974 (194,968) - - 13,935,006 47,356 13,982,362
Comprehensive income
Loss for the year - (12,557,004) - - (12,557,004) 79,979 (12,477,025)
Other comprehensive income for the year - - (37,062) - (37,062) 5,829 (31,233)
Total comprehensive income for the year - (12,557,004) (37,062) - (12,594,066) 85,808 (12,508,258)
Transactions with owners, in their capacity as
owners, and other transfers
Shares issued during the year 7,059,572 - - - 7,059,572 - 7,059,572
Transaction costs (276,080) - - - (276,080) - (276,080)
Deemed cost of reverse acquisition of Fatfish Internet Group
Limited
4,465,481 - - - 4,465,481 - 4,465,481
Total transactions with owners and other transfers 11,248,973 - - - 11,248,973 - 11,248,973
Restated Balance at 31 December 2014 25,378,947 (12,751,972) (37,062) - 12,589,913 133,164 12,723,077
Comprehensive income
Loss for the year - (7,890,585) - - (7,890,585) (273,403) (8,163,988)
Other comprehensive income for the year - - 48,776 - 48,776 (12,986) 35,790
Total comprehensive income for the year - (7,890,585) 48,776 - (7,841,809) (286,389) (8,128,198)
Transactions with owners, in their capacity as
owners, and other transfers
Shares issued during the year 2,110,043 - - - 2,110,043 - 2,110,043
Transaction costs (2,000) - - - (2,000) - (2,000)
Options issued during the year - - - 1,296,253 1,296,253 - 1,296,253
Options exercised during the year - - - (5,501) (5,501) - (5,501)
Recognition of non-controlling interest of iCandy Interactive
Total transactions with owners and other transfers
-
2,108,043
-
-
-
-
-
1,290,752
-
3,398,795
1,370,263
1,370,263
1,370,263
4,769,058
Balance at 31 December 2015 27,486,990 (20,642,557) 11,714 1,290,752 8,146,899 1,217,038 9,363,937

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES ABN: 88 004 080 460 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015

Consolidated Group
Note 2015 Restated 6 month
period ended 31
December 2014
\$ \$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 455,116 219,720
Interest received 11,143 9,549
Grants received 57,223 -
Payments to suppliers and employees (2,746,236) (1,471,710)
Finance costs - (750)
Net cash (used in) operating activities 22a (2,222,754) (1,243,191)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash acquired with acquisition of Fatfish Internet Group Limited - 2,595,617
Purchase of property, plant and equipment (20,828) (126,526)
Purchase of intangibles - (1,043,733)
Purchase of investments (155,866) (249,448)
Loans to related parties:
- payments made
Net cash (used in) / provided by investing activities
(131,691)
(308,385)
-
1,175,910
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 2,110,043 908,987
Proceeds from issue of options 1,295,749 -
Proceeds from pre IPO funds
Net cash provided by financing activities
382,232 -
Net increase in cash held 3,788,024
1,256,885
908,987
841,706
Cash and cash equivalents at beginning of financial year 789,151 20,328
Effect of exchange rates on cash holdings in foreign currencies 50,784 (72,883)
Cash and cash equivalents at end of financial year 9 2,096,820 789,151

The accompanying notes form part of these financial statements.

These consolidated financial statements and notes represent those of Fatfish Internet Group Limited and Controlled Entities (the "consolidated group" or "group").

The financial statements were authorised for issue on 31 March 2016 by the directors of the company.

Note 1 Summary of Significant Accounting Policies

Basis of Preparation

These general purpose financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.

Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Prior Year Restatement

The Group has made a restatement to the prior year results. Subsequent to the lodgement of the 2014 Annual Report, it was discovered that the acquisition did not meet the definition of a "business combination" in accordance with AASB 3 Business Combinations.

The restatement has used the principles of AASB 2 Share Based Payment to account for the acquisition.

On the 19 July 2014 Fatfish Internet Group Limited (formerly Atech Holdings Limited) acquired 100% of the shareholdings of Fatfish Internet Pte Ltd and 50% of the shareholdings of Fatfish Capital Pty Ltd by means of the issue of 72 million shares and 18 million shares respectively at a price of \$0.20 per share.

The acquisition did not meet the definition of a business combination in accordance with AASB 3 Business Combinations as Atech Holdings Limited was not deemed to be a business for accounting purposes and therefore the transaction was not a business combination within the scope of AASB 3. Instead the acquisition is accounted for as a share based payment transaction using the principles of AASB 2 Share based payment and the guidance that any difference in the fair value of the shares issued by the accounting acquirer (Fatfish Internet Pte Limited) and the fair value of the accounting acquiree's (Fatfish Internet Group Limited) identifiable net assets represents a listing cost incurred by Fatfish Internet Pte Ltd.

Accordingly the consolidated financial report of Fatfish Internet Group Limited has been prepared as a continuation of the business and operations of Fatfish Internet Pte Limited as the deemed accounting acquirer.

The legal parent of the consolidated Group is Fatfish Internet Group Limited. The accounting acquirer is Fatfish Internet Pte Limited. The consolidated financial statements of Fatfish Internet Group Limited (Consolidated Group) for the six months ended 31 December 2014 were incorrectly prepared on the basis that the Legal parent of the consolidated group was also the accounting acquirer. The comparatives for the six months ended 31 December 2014 have therefore been restated to show the correct disclosure.

Consolidated
6 months
ended 31
December
2014
6 months
ended 31
December
2014
\$
6 months
ended 31
December
2014
Statement of Financial Position Reported Adjustment Restated
Assets
Current assets
Cash and cash equivalents 789,151 - 789,151
Trade and other receivables 615,260 - 615,260
1,404,411 - 1,404,411
Non-Current Assets
Property, plant and equipment 106,922 - 106,922
Intangibles 13,161,955 (1,912,830) 11,249,125
Investments 249,448 - 249,448
13,518,325 (1,912,830) 11,605,495
Total assets 14,922,736 (1,912,830) 13,009,906
Liabilities
Current liabilities
Trade and other payables 170,840 - 170,840
Borrowings 8,686 - 8,686
179,526 - 179,526
Non-Current Assets
Trade and other payables 79,738 - 79,738
Borrowings 27,565 - 27,565
107,303 - 107,303
Total liabilities 286,829 - 286,829
Net assets 14,635,907 (1,912,830) 12,723,077

Note 1: Summary of Significant Accounting Policies (continued)

Reported
Adjustment
Restated
Equity
Issued Capital
25,670,724
(291,777)
25,378,947
Accumulated losses
(10,971,927)
(1,780,045)
(12,751,972)
Reserves
(119,731)
82,669
(37,062)
14,579,066
(1,989,153)
12,589,913
Non-controlling interest
56,841
76,323
133,164
Total Equity
14,635,907
(1,912,830)
12,723,077
Statement of Profit and Loss and Other Comprehensive Income
Revenue
507,310
-
507,310
Cost of sale
(14,880)
-
(14,880)
492,430
-
492,430
Expenses
Administration expenses
(605,239)
-
(605,239)
Marketing expenses
(62,879)
-
(62,879)
Depreciation
(109,026)
-
(109,026)
Impairment of goodwill
(5,708,615)
(1,581,000)
(7,289,615)
Finance expense
(750)
-
(750)
Listing and filing fees
(342,108)
-
(342,108)
Listing costs
-
(4,433,530)
(4,433,530)
Employee benefits expense
(222,957)
-
(222,957)
Occupancy expenses
(22,694)
-
(22,694)
Other income
119,343
-
119,343
Loss before income tax
(6,462,495)
(6,014,530)
(12,477,025)
Income tax expense
-
-
-
Loss from continuing operations attributable to equity shareholders for Fatfish Internet Group Limited
(6,462,495)
(6,014,530)
(12,477,025)
Other comprehensive loss
Exchange differences on translating foreign operations, net of tax
(117,041)
85,808
(31,233)
Total comprehensive loss for the year attributable to members of the company
(6,579,536)
(5,928,722)
(12,508,258)
Loss for the period attributable to:
Members of the parent entity
-
(6,516,646)
(6,040,358)
(12,557,004)
-
Non-controlling interest
54,151
25,828
79,979
(6,462,495)
(6,014,530)
(12,477,025)
Total comprehensive loss for the year attributable to:
-
Members of the parent entity
(6,636,377)
(5,957,689)
(12,594,066)
Non-controlling interest
-
56,841
28,967
85,808
(6,579,536)
(5,928,722)
(12,508,258)
Loss per share from continuing operations
(5.00)
(10.58)
Basic loss per share (cents)
(5.00)
(10.58)
Diluted loss per share (cents)
Statement of Cash Flows
Cash flows from operating activities
Receipts from customers
219,720
-
219,720
Payments to suppliers and employees
(1,490,965)
19,255
(1,471,710)
Interest received
9,549
-
9,549
Interest paid
(750)
-
(750)
Net cash outflow from operation activities
(1,262,446)
19,255
(1,243,191)
Cash flows from financing activities
Share application monies
908,987
-
908,987
Net cash from financing activities
908,987
-
908,987
Cash flows from investing activities
Net cash acquired with acquisition of Fatfish Internet Group Limited
-
2,595,617
2,595,617
Purchase of property, plant and equipment
(126,526)
-
(126,526)
Purchase of intangibles
(1,043,733)
-
(1,043,733)
Purchase of investments
(249,448)
-
(249,448)
Net cash from investing activities
(1,419,707)
2,595,617
1,175,910
Net (decrease) / increase in cash and cash equivalents
(1,773,166)
2,614,872
841,706
Cash and cash equivalents at beginning of financial year
2,595,617
(2,575,289)
20,328
Effect of exchange rates on cash holdings in foreign currencies
(33,300)
(39,583)
(72,883)
Cash and cash equivalents at the end of the financial year
789,151
-
789,151
6 months
ended 31
December
2014
Consolidated
6 months
ended 31
December
2014
\$
6 months
ended 31
December
2014

Note 1: Summary of Significant Accounting Policies (continued)

Consolidated
6 months 6 months 6 months
ended 31 ended 31 ended 31
December December December
2014 2014
\$
2014
Reported Adjustment Restated
Statement of Changes in Equity
Issued capital 25,670,724 (291,777) 25,378,947
Accumulated losses brought forward (4,455,281) 4,260,313 (194,968)
Losses for the period (6,516,646) (6,040,358) (12,557,004)
Reserves (119,731) 82,669 (37,062)
Total attributable to owners of the parent 14,579,066 (1,989,153) 12,589,913
Non-controlling interest 56,841 76,323 133,164
Total 14,635,907 (1,912,830) 12,723,077

(a) Principles of Consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the Fatfish Internet Group Limited and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls. The Parent controls and entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 12.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Inter-company transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as 'Non-controlling Interests'. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is obtained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. 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 liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

Goodwill

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:

(i) the consideration transferred;

(ii) any non-controlling interest (determined under either the full goodwill or proportionate interest method); and

(iii) the acquisition date fair value of any previously held equity interest;

over the acquisition date fair value of net identifiable assets acquired.

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.

Fair value remeasurements in any pre-existing equity holdings are recognised in profit or loss in the period in which they arise. 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.

The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest's proportionate share of the subsidiary's identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination.

Under the full goodwill method, the fair value of the non-controlling interest is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interest is recognised in the consolidated financial statements.

Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.

Note 1: Summary of Significant Accounting Policies (continued)

Goodwill is tested for impairment annually and is allocated to the Group's cash generating units or groups of cash generating units, representing the lowest level at which goodwill is monitored being not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.

Changes in the ownership interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

(b) Income Tax

Income tax expense (income) comprises current income tax expense (income) and deferred tax expense (income).

There was no income tax expense (income) for the current financial period.

Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation 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 outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, 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 when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable 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.

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) a legally enforceable right of set-off exists; and (b) 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.

(c) Fair Value of Assets and Liabilities

The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable accounting standard.

Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability (ie the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (ie the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.

(d) Property, Plant and Equipment

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

Note 1: Summary of Significant Accounting Policies (continued)

Property, Plant and Equipment

Property, plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(f) for details of impairment).

The carrying amount of property, 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 asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable 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 recognised as expenses in profit or loss during the financial period in which they are incurred.

Depreciation

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

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

Class of Fixed Asset Depreciation Rate
Leasehold improvements 20-33%
Furniture and fittings 20%
Computer equipment 20%
Motor Vehicle 20%

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 recognised in profit or loss in the period in which they arise. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.

(e) Financial Instruments

Recognition and Initial Measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transactions costs except where the instrument is classified 'at fair value through profit or loss' in which case transaction costs are expensed to profit or loss immediately.

Classification and Subsequent Measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.

The Group does not designate any interests in subsidiaries, associates or joint ventures as being subject to the requirements of Accounting Standards specifically applicable to financial instruments.

(i) Financial assets at fair value through profit or loss

Financial assets are classified at "fair value through profit or loss" when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss.

(ii) 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 subsequently measured at amortised cost.

Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

Note 1: Summary of Significant Accounting Policies (continued)

(iii) Available-for-sale investments

Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

They are subsequently measured at fair value with any remeasurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss.

Available-for-sale financial assets are classified as non-current assets when they are not expected to be sold within 12 months after the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

Impairment

A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a "loss event") having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to constitute a loss event. Impairment losses are recognised in profit or loss immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at this point.

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.

For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Group recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.

(f) Impairment of Assets

At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset's fair value less costs of disposal and value in use, to the asset's carrying amount. Any excess of the asset's carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (eg in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.

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.

Impairment testing is performed annually for goodwill and intangible assets.

(g) Investments in Associates

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control of those policies. Investments in associates are accounted for in the consolidated financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost (including transaction costs) and adjusted thereafter for the post-acquisition change in the Group's share of net assets of the associate. In addition, the Group's share of the profit or loss of the associate is included in the Group's profit or loss.

The carrying amount of the investment includes, when applicable, goodwill relating to the associate. Any discount on acquisition, whereby the Group's share of the net fair value of the associate exceeds the cost of investment, is recognised in profit or loss in the period in which the investment is acquired.

Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group's interest in the associate.

When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. When the associate subsequently makes profits, the Group will resume recognising its share of those profits once its share of the profits equals the share of the losses not recognised.

(h) Interests in Joint Arrangements

Joint arrangements represent the contractual sharing of control between parties in a business venture where unanimous decisions about relevant activities are required.

Separate joint venture entities providing joint venturers with an interest to net assets are classified as a joint venture and accounted for using the equity method.

Joint operations represent arrangements whereby joint operators maintain direct interests in each asset and exposure to each liability of the arrangement. The Group's interests in the assets, liabilities, revenue and expenses of joint operations are included in the respective line items of the consolidated financial statements.

Gains and losses resulting from sales to a joint operation are recognised to the extent of the other parties' interests. When the Group makes purchases from a joint operation, it does not recognise its share of the gains and losses from the joint arrangement until it resells those goods/assets to a third party.

Note 1: Summary of Significant Accounting Policies (continued)

(i) 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 legal parent entity's functional 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 profit or loss, 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 other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit or loss.

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 exchange rates prevailing at the end of the reporting period;
  • income and expenses are translated at average exchange rates for the period; and
  • retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of.

(j) Employee Benefits

Short-term employee benefits

Provision is made for the Group's obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination 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, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The Group's obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position. The Group's obligations for employees' annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.

Other long-term employee benefits

Provision is made for employees' long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees.

Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.

The Group's obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

(k) 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.

Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

(l) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and deposits available on demand with banks. Bank overdrafts are reported within short-term borrowings in current liabilities in the statement of financial position.

Note 1: Summary of Significant Accounting Policies (continued)

(m) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. When the inflow of consideration is deferred it is treated as the provision of financing and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of the goods and the cessation of all involvement in those goods.

Interest revenue is recognised using the effective interest method.

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint ventures are accounted for in accordance with the equity method of accounting.

Revenue recognition relating to the provision of services is determined with reference to the stage of completion of the transaction at the end of the reporting period where outcome of the contract can be estimated reliably. Stage of completion is determined with reference to the services performed to date as a percentage of total anticipated services to be performed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.

Investment property revenue is recognised on a straight-line basis over the period of the lease term so as to reflect a constant periodic rate of return on the net investment.

All revenue is stated net of the amount of goods and services tax.

(n) Trade and Other Receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to Note 1(e) for further discussion on the determination of impairment losses.

(o) Trade and Other Payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

(p) 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 use 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 profit or loss in the period in which they are incurred.

(q) 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 Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

(r) Comparative Figures

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

The Group has made a restatement of its financial statements for period ended 31 December 2014. The restated comparative financial statements are presented in Note 1 - Prior Year Restatement

(s) Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgements incorporated into the financial statements 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.

Accounting estimates - Carrying value of goodwill

The directors have assessed the carrying value of goodwill by comparing cost against discounted future cash flows. The assumptions used in calculating the cash flows are the directors best estimates of future events which have yet to occur.

Note 1: Summary of Significant Accounting Policies (continued)

(t) New Accounting Standards for Application in Future Periods

Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the Group, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are discussed below:

— AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or after 1 January 2018).

The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.

The key changes that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of the Standard, the application of such accounting would be largely prospective.

Although the directors anticipate that the adoption of AASB 9 may have an impact on the Group's financial instruments, including hedging activity, it is impracticable at this stage to provide a reasonable estimate of such impact.

— AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 January 2017).

When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Except for a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as nonmonetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers. The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process:

  • identify the contract(s) with a customer;
  • identify the performance obligations in the contract(s);
  • determine the transaction price;
  • allocate the transaction price to the performance obligations in the contract(s); and
  • recognise revenue when (or as) the performance obligations are satisfied.

The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in each prior period presented as per AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors (subject to certain practical expedients in AASB 15); or recognise the cumulative effect of retrospective application to incomplete contracts on the date of initial application. There are also enhanced disclosure requirements regarding revenue.

Although the directors anticipate that the adoption of AASB 15 may have an impact on the Group's financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.

— AASB 2014-3: Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations (applicable to annual reporting periods beginning on or after 1 January 2016).

This Standard amends AASB 11: Joint Arrangements to require the acquirer of an interest (both initial and additional) in a joint operation in which the activity constitutes a business, as defined in AASB 3: Business Combinations, to apply all of the principles on business combinations accounting in AASB 3 and other Australian Accounting Standards except for those principles that conflict with the guidance in AASB 11; and disclose the information required by AASB 3 and other Australian Accounting Standards for business combinations.

The application of AASB 2014-3 will result in a change in accounting policies for the above described transactions, which were previously accounted for as acquisitions of assets rather than applying the acquisition method as per AASB 3.

The transitional provisions require that the Standard should be applied prospectively to acquisitions of interests in joint operations occurring on or after 1 January 2016. As at 31 December 2015, management is not aware of the existence of any such arrangements that would impact the financial statements of the entity going forward and as such is not capable of providing a reasonable estimate at this stage of the impact on initial application of the Standard.

— AASB 2014-10: Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (applicable to annual reporting periods beginning on or after 1 January 2016).

This Standard amends AASB 10: Consolidated Financial Statements with regards to a parent losing control over a subsidiary that is not a "business" as defined in AASB 3 to an associate or joint venture, and requires that:

  • a gain or loss (including any amounts in other comprehensive income (OCI)) be recognised only to the extent of the unrelated investor's interest in that associate or joint venture;
  • the remaining gain or loss be eliminated against the carrying amount of the investment in that associate or joint venture; and
  • any gain or loss from remeasuring the remaining investment in the former subsidiary at fair value also be recognised only to the extent of the unrelated investor's interest in the associate or joint venture. The remaining gain or loss should be eliminated against the carrying amount of the remaining investment.

The application of AASB 2014-10 will result in a change in accounting policies for transactions of loss of control over subsidiaries (involving an associate or joint venture) that are businesses as per AASB 3 for which gains or losses were hitherto recognised only to the extent of the unrelated investor's interest.

The transitional provisions require that the Standard should be applied prospectively to sales or contributions of subsidiaries to associates or joint ventures occurring on or after 1 January 2016. As at 31 December 2015, management is not aware of the existence of any such arrangements that would impact the financial statements of the entity going forward and as such is not capable of providing a reasonable estimate at this stage of the impact on initial application of the Standard.

Note 1: Summary of Significant Accounting Policies (continued)

IFRS 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019).

IFRS 16 will cause the majority of leases of an entity to be brought onto the statement of financial position. There are limited exceptions relating to short-term leases and low value assets which may remain off-balance sheet.

The calculation of the lease liability will take into account appropriate discount rates, assumptions about lease term and increases in lease payments.

A corresponding right to use asset will be recognised which will be amortised over the term of the lease.

Rent expense will no longer be shown, the profit and loss impact of the leases will be through amortisation and interest charges.

Whilst the impact of IFRS 16 has not yet been quantified, the entity currently has \$28,914 worth of operating leases.

Interest and amortisation expense will increase and rental expense will decrease.

Note 2 Parent Information

2015 Restated 6
month period
ended 31
December 2014
\$ \$
The following information has been extracted from the books and records of the legal parent (Fatfish
Internet Group Limited) and has been prepared in accordance with Australian Accounting Standards.

STATEMENT OF FINANCIAL POSITION

ASSETS
Current Assets 1,658,527 405,800
Non-current Assets 8,398,361 15,618,106
TOTAL ASSETS 10,056,888 16,023,906
LIABILITIES
Current Liabilities 58,886 53,722
Non-current Liabilities - -
TOTAL LIABILITIES 58,886 53,722
NET ASSETS 9,998,002 15,970,184
EQUITY
Issued Capital 27,778,767 25,670,724
Reserve 1,290,752 -
Accumulated losses (19,071,517) (9,700,540)
TOTAL EQUITY 9,998,002 15,970,184
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Total losses (9,370,977) (4,113,365)
Other comprehensive income - -
Total comprehensive income (9,370,977) (4,113,365)

Fatfish Internet Pte Ltd was acquired by Fatfish Internet Group Limited on 19 July 2014. As required by Australian Accounting Standard AASB 3: Business Combinations, Fatfish Internet Group Limited is deemed to have been acquired by Fatfish Internet Pte Ltd as at 19 July 2014 under the reverse acquisition rules. Accordingly, Fatfish Internet Pte Ltd is the Parent Entity for accounting purposes. Fatfish Internet Group Limited is the legal parent.

The above information has been extracted from the books and records of the legal parent, Fatfish Internet Group Limited, and has been prepared in accordance with Australian Accounting Standards. Accordingly, the information presented above is not related to the accounting Parent Entity, Fatfish Internet Pte Ltd.

Contingent liabilities

The parent entity did not have any contingent liabilities as at 31 December 2015.

Note 3 Revenue and Other Income

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
(a) Revenue from continuing operations
Sales revenue
\$ \$

services revenue
- 38,735

project revenue
- 277,612

designer and consultant fees
205,900 181,414

incubator services
15,217 -

interest received
11,457 9,549
232,574 507,310
Total revenue 232,574 507,310
Other income / (expenses)

foreign grants received
57,223 -

unrealised foreign exchange gains
200,918 143,919

realised foreign exchange (loss) / gain
(10,041) 102,445

other income / (expenses)
205,518 (127,021)
453,618 119,343
Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
Loss before income tax from continuing operations includes the following specific expenses: \$ \$
Included in Administration expenses

accounting fees
60,046 17,623

audit fees
72,432 48,892

consulting fees
334,191 114,085

subscriptions
17,104 65,149

developer fees
55,185 -

motor vehicle costs
22,586 11,237

legal fees
110,870 72,221

professional fees
754,790 210,619

travel and accommodation
226,092 65,413

insurance expense
1,431 -

office related expense
343,437 -

secretarial fees
4,168 -
2,002,332 605,239

Note 5 Tax Expense

Consolidated Group
2015
\$
Restated 6
month period
ended 31
December
2014
\$
(a) The prima facie tax on profit from ordinary activities
before income tax is reconciled to the income tax
as follows:
Prima facie tax payable on profit from ordinary
activities before income tax at 30% (2014: 30%)

consolidated group
(2,449,196) (3,743,108)

parent entity
Add:
Tax effect of:

Deferred tax not brought to accounts
2,449,196 3,743,108

Other adjustments
- -
Income tax attributable to entity - -
Balance of franking account at year end nil nil
The decrease in the weighted average effective consolidated tax rate for 2015 is a
result of accelerated tax allowances on plant and equipment compared to 2014.
(b) Tax losses
Unused tax losses for which no deferred tax asset has been recognised 20,641,013 12,477,025

Note 6 Key Management Personnel Compensation

Refer to the Remuneration Report contained in the Directors' Report for details of the remuneration paid or payable to each member of the Group's key management personnel (KMP) for the year ended 31 December 2015.

The totals of remuneration paid to KMP of the company and the Group during the year are as follows:

2015
\$
Restated 6
month period
ended 31
December
2014
\$
Short-term employee benefits 217,723 88,000
Non-monetary benefits - -
Total KMP compensation 217,723 88,000

Short-term employee benefits

– these amounts include fees and benefits paid to the non-executive chair and non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other key management personnel.

Further information in relation to KMP remuneration can be found in the Director's Remuneration Report.

Auditors' Remuneration Note 7

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
Remuneration of the auditor for: \$ \$
Fatfish Internet Group Limited

auditing or reviewing the financial report
31,000 28,000

Other services
- 4,500
31,000 32,500
Remuneration of other auditors of subsidiaries for:

auditing or reviewing the financial statements of subsidiaries
41,432 16,392
41,432 16,392
- -
Total: 72,432 48,892

Note 8 Earnings per Share

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
(a) Reconciliation of earnings to profit or loss
Losses
Losses attributable to non-controlling equity interest
(7,890,585)
(273,403)
(12,557,004)
79,979
Earnings used to calculate basic EPS (8,163,988) (12,477,025)
Earnings used in the calculation of dilutive EPS (8,163,988) (12,477,025)
No. No.
(b) Weighted average number of ordinary shares outstanding during the year used in
calculating basic EPS
132,233,843 117,962,455
Weighted average number of ordinary shares outstanding during the year used in
calculating dilutive EPS
260,294,299 117,962,455
Note 9 Cash and Cash Equivalents
Note Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
Cash at bank and on hand 2,096,820 789,151
25 2,096,820 789,151
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash
flows is reconciled to items in the statement of financial position as
follows:
Cash and cash equivalents 2,096,820 789,151
2,096,820 789,151
Note 10
Trade and Other Receivables
Consolidated Group
2015 Restated 6
month period
ended 31
December
\$ 2014
\$
CURRENT
Trade receivables 156,302 330,317
Accrued income and other receivables 234,043 127,549
Amounts receivable from related parties
associates 207,538 157,394
Total current trade and other receivables 597,883 615,260

Note 10: Trade and Other Receivables (continued)

Credit risk

The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those receivables specifically provided for and mentioned within Note 10. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.

The following table details the Group's trade and other receivables exposed to credit risk (prior to collateral and other credit enhancements) 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.

The balances of receivables that remain within initial trade terms (as detailed in the table) are considered to be of high credit quality.

Consolidated Group Gross Amount Past due and
impaired
Past due but not impaired
(days overdue)
<30 31-60 61-90 >90 trade terms
2015 \$ \$ \$ \$ \$ \$ \$
Trade and term receivables 156,302 - - - - - 156,302
Other receivables 441,581 - - - - 207,538 234,043
Total 597,883 - - - - 207,538 390,345
Past due but not impaired
(days overdue)
Consolidated Group Gross Amount Past due and
impaired
Within initial
trade terms
<30 31-60 61-90 >90
2014 \$ \$ \$ \$ \$ \$ \$
Trade and term receivables 330,317 - - - - - 330,317
Other receivables 284,943 - - - - 157,394 127,549

Other Financial Assets Note 11

Note Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
CURRENT
Available-for-sale financial assets
11a
205,866
-
Total current assets
205,866
-
(a)
Available-for-sale financial assets
CURRENT
Listed investments, at fair value

shares in other corporations
205,866
-
205,866 -
Opening Balance -
-
Additions
155,866
-
Reclassification from investment in associate (Note 14)
50,000
-
Closing Balance
205,866
-

The investment in Nvoi Limited has been reclassified to available for sale financial assets during the financial year as the Company's interest will be disposed in the coming financial year. Refer to Note 23 - Events after reporting period for details of the disposal.

Interests in Subsidiaries Note 12

(a) Information about Principal Subsidiaries

The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the Group. The proportion of ownership interests held equals the voting rights held by Group. Each subsidiary's principal place of business is also its country of incorporation.

Ownership interest held by
the Group
Proportion of non-controlling
interests
Name of subsidiary Country of Incorporation 2015 2014 2015 2014
(%) (%) (%) (%)
SEAA Pty Limited* Australia - 100 - -
SEAA (Boronia) Pty Limited* Australia - 100 - -
Fatfish Internet Pte Ltd Singapore 100 100 - -
Fatfish Capital Ltd Singapore 50 50 50 50
AutoDirect Corporation BVI 65 65 35 35
Vdancer Pte Ltd Singapore 95 95 5 5
Kensington Venture Pte Ltd** Singapore 91 95 9 5
High Joyful International Ltd** BVI 91 70 9 30
Fatfish Ventures Sdn Bhd Malaysia 75 75 25 25
PT Dragon Commerce Indonesia Indonesia 65 65 35 35
AppXplore Sdn Bhd** Malaysia 91 36 9 64
iCandy Interactive Limited** Australia 91 - 9 -

* SEAA Pty Limited and SEAA (Boronia) Pty Limited was deregistered during the financial year.

** Kensington Venture Pte Ltd, High Joyful International Ltd and AppXplore Sdn Bhd are fully owned subsidiaries of iCandy Interactive Limited, of which Fatfish Internet Group Limited owns 91%.

After the successful IPO of iCandy Interactive Limited on the Australian Securities Exchange on 4 February 2016, Fatfish Internet Group Limited holds 82% of the company.

Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group's financial statements.

(b) Significant Restrictions

There are no significant restrictions over the Group's ability to access or use assets, and settle liabilities, of the Group.

Note 13 Property, Plant and Equipment

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
PLANT AND EQUIPMENT
Leasehold improvements
At cost 65,825 60,524
Accumulated amortisation (51,716) (47,764)
14,109 12,760
Furniture and Fittings
At cost 18,716 40,447
Accumulated amortisation (4,967)
13,749
(13,771)
26,676
Computer Equipment
At cost 42,495 11,197
Accumulated amortisation (23,705) (2,451)
18,790 8,746
Motor Vehicle
At cost 60,418 60,418
Accumulated amortisation (22,801)
37,617
(1,678)
58,740
Signage
At cost 1,671 -
Accumulated amortisation (292) -
1,379 -
Total plant and equipment 85,644 106,922
Total property, plant and equipment 85,644 106,922

Note 13: Property, Plant and Equipment (continued)

(a) Movements in Carrying Amounts

Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.

Signage Leasehold
improvement
Furniture and
Fittings
Computer
Equipment
Motor Vehicle Total
\$ \$ \$ \$ \$ \$
Consolidated Group:
Balance at 30 June 2014 - - - - - -
Additions through acquisition of entity - 9,118 10,148 2,262 - 21,528
Additions - 14,372 21,842 8,366 60,418 104,998
Depreciation expense - (10,730) (5,314) (1,882) (1,678) (19,604)
Balance at 31 December 2014 - 12,760 26,676 8,746 58,740 106,922
Reallocation of accounts 1,235 - (8,494) 7,259 - -
Additions 415 5,301 343 14,769 - 20,828
Disposals - - (1,012) (1,383) - (2,395)
Depreciation expense (271) (3,952) (3,764) (10,601) (21,123) (39,711)
Balance at 31 December 2015 1,379 14,109 13,749 18,790 37,617 85,644

Note 14 Investments in associates

Consolidated Group
2015
\$
Restated 6
month period
ended 31
December
2014
\$
NON-CURRENT
Investments
-
Dressabelle Pte Ltd
209,213 199,448
-
Nvoi Limited
- 50,000
Balance at end of year 209,213 249,448

(a) Information about associates

Name of associate Country of Incorporation Ownership Interest
Dressabelle Pte Ltd Singapore 15%

The equity method has not been applied for the abovenamed associates as the Group holds less than 20% voting power in the investee.

As at 31 March 2016, negotiations are underway for Nvoi Limited ("Nvoi"). Nvoi is an investee company of Fatfish Internet Group Limited of which the Company has a 10% interest. Nvoi is to be acquired by ASX-listed Orrex Resources Limited, subject to approval by shareholders and ASX. The acquisition is anticipated to be finalised by the third quarter of the 2016 financial year.

Thus, the investment in associate in relation to Nvoi Limited has been reclassified to Available for Sale Financial Assets. Refer to Note 11 - Other Financial Assets for further details.

Note 15 Joint Arrangements

Fatfish Internet Pte Ltd (the accounting parent) holds a 50% interest in a joint venture trading as Fintech Asia Group Limited, a company incorporated in British Virgin Island. A joint arrangement is structured as a strategic partnership between the parties of the joint venture.

The joint arrangement is classified as a joint venture and the equity method has been applied.

As at 31 December 2015, the total investment in the Joint Venture has been fully impaired. However, on consolidation, the impairment charge was off set against the gain on sale of the Target Project. Refer to Note 24(b)(ii) - Related Party Transactions for further details.

Intangible Assets Note 16

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
Goodwill
Cost 19,447,633 17,584,429
Accumulated impaired losses (11,153,639) (7,289,615)
Net carrying amount 8,293,994 10,294,814
Computer software:
Cost 1,045,464 1,043,733
Accumulated amortisation and impairment losses (300,186) (89,422)
Net carrying amount 745,278 954,311
Total intangibles 9,039,272 11,249,125
Consolidated Group:
Goodwill Computer
Software
Total
\$ \$ \$
Half-Year ended 31 December 2014 (Restated)
Balance at the beginning of the year - - -
Additions 17,584,429 1,043,733 18,628,162
Amortisation and impairment losses (7,289,615) (89,422) (7,379,037)
10,294,814 954,311 11,249,125
Year ended 31 December 2015
Balance at the beginning of the year 10,294,814 954,311 11,249,125
Additions 6,476,876 1,731 6,478,607
Disposals (2,796,582) - (2,796,582)
Amortisation and impairment losses (5,681,114) (210,764) (5,891,878)
Closing value at 31 December 2015 8,293,994 745,278 9,039,272

Intangible assets, other than goodwill, have finite useful lives. The current amortisation charges for intangible assets are included under depreciation and amortisation expense per the statement of profit or loss. Goodwill has an indefinite useful life.

Note 17 Trade and Other Payables

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
CURRENT
Unsecured liabilities
Trade payables
Sundry payables and accrued expenses
249
665,292
21,222
149,618
Deferred income 173,982
839,523
-
170,840
NON-CURRENT
Unsecured liabilities
Sundry payables and accrued expenses 2,002,323 79,738
2,002,323 79,738
Note Consolidated Group
2015
\$
2014
\$
(a)
Financial liabilities at amortised cost classified as trade and other payables
Trade and other payables
— Total current 839,523 170,840
— Total non-current 2,002,323 79,738
Less: Unearned income 2,841,846
(173,982)
250,578
-
Financial liabilities as trade and other payables 25 2,667,864 250,578
Note 18
Borrowings
Note Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
CURRENT
Unsecured liabilities
Lease liability 20 9,516 8,686
9,516 8,686
Total current borrowings 9,516 8,686
NON-CURRENT
Unsecured liabilities
Lease liability
20 19,399 27,565
19,399 27,565
Total non-current borrowings 19,399 27,565
Total borrowings 28,915 36,251
Note 19 Issued Capital
Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
161,799,446 fully paid ordinary shares (2014: 129,625,266) fully paid ordinary shares 27,486,990 25,378,947
27,486,990 25,378,947
Consolidated Group
(a) Ordinary Shares 2015 Restated 6
month period
ended 31
December
2014
No. No.
At the beginning of the reporting period 129,625,266 22,327,406
Shares issued during the year 32,174,180 107,297,860
At the end of the reporting period 161,799,446 129,625,266
\$ \$
Balance at beginning of period 25,378,947 14,129,974
Deemed acquisition costs of Fatfish Internet Group Limited on
reverse takeover acquisition
- 4,465,481
Shares issued in consideration of purchase of:
- Fatfish Capital Limited - 3,600,000
Cash proceeds from public offer 1,983,520 3,459,572
Exercise of options 126,523 -
Expenses directly related to capital raising (2,000) (276,080)
27,486,990 25,378,947

(b) Options The following reconciles the outstanding options to subscribe for fully paid ordinary shares in the Company at the beginning and end of the financial year.

Consolidated Group
2015
No.
Restated 6
month period
ended 31
December
2014
No.
At the beginning of the reporting period - -
Options issued during the year 129,625,266 -
Options exercised during the year (550,100) -
At the end of the reporting period 129,075,166 -

All options have an exercise price of \$0.22 and expiry date of 29 July 2016.

(c) Capital Management

The Board's policy is to maintain a sufficiently strong capital base so as to maintain investor, creditor, and market confidence and to sustain future progress on the consolidated entity's programs.

As the consolidated entity has not yet reached the point of deriving sufficient income from its programs to generate net profits, it has not assessed a return on capital target, nor can a return on capital yet be adequately calculated. The consolidated entity does not have a defined share buy-back plan, or other proposal for the purchase on-market of its own shares.

There were no changes to the consolidated entity's approach to capital management during the year.

Neither the company nor any of its subsidiaries are subject to externally imposed capital requirements.

Note 20 Capital and Leasing Commitments

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
(a) Finance Lease Commitments Note \$ \$
Payable — minimum lease payments

not later than 12 months
9,516 10,091

between 12 months and five years
21,321 29,398
Minimum lease payments 30,837 39,489
Less future finance charges (1,922) (3,238)
Present value of minimum lease payments 18 28,915 36,251

Operating Segments Note 21

General Information

Identification of reportable segments

The Group has identified its operating segments based on geographical locations.

OPERATING SEGMENTS

(i)
Revenue by geographical region
31 December 2015 2015
\$
Restated 6
month period
ended 31
December
2014
\$
Australia 9,776 2,809
Indonesia - 277,612
Singapore 482,124 164,668
Malaysia 194,292 181,564
Total revenue 686,192 626,653
(ii) Assets by geographical region
2015
\$
Restated 6
month period
ended 31
December
2014
\$
31 December 2015
Segment assets include:
Australia 2,503,380 444,175
Indonesia 306,778 279,580
Singapore
Malaysia
9,381,015
43,525
12,212,048
74,103

Note 22 Cash Flow Information

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
(a) Reconciliation of Cash Flows from Operating
Activities with Profit after Income Tax
Loss after income tax (8,163,988) (12,477,025)
Cash flows excluded from profit attributable to
operating activities:
Expenses directly related to capital raising activities - (276,080)
Non-cash flows in loss:
Impairment of goodwill 5,681,114 7,289,615
Amortisation and depreciation 250,475 109,026
Listing costs - 4,433,530
Unrealised gain in foreign exchange (200,918) -
Bad debts expense 174,904 -
Changes in assets and liabilities, net of the effects
of purchase and disposal of subsidiaries:
(increase) / decrease in trade and term receivables (250,793) (422,490)
Increase/(decrease) in trade payables and accruals 286,452 100,233
Cash flows from operating activities (2,222,754) (1,243,191)

Note 23 Events After the Reporting Period

Other than the following, the directors are not aware of any significant events since the end of the reporting period.

  • On 4 February 2016, the holding company of Fatfish mobile gaming subsidiaries, iCandy Interactive Limited was officially admitted into the Australian Stock Exchange. Its ticker code is 'ICI'.
  • As at 31 March 2016, negotiations are underway for Nvoi Limited ("Nvoi"). Nvoi is an investee company of Fatfish Internet Group Limited of which the Company has an interest. Nvoi is to be acquired by ASX-listed Orrex Resources Limited, subject to approval by shareholders and ASX. The acquisition is anticipated to be finalised by the third quarter of the 2016 financial year.

Orrex Resources Limited is to acquire 100% of Nvoi's issued capital.

  • As at 31 March 2016, a Memorandum of Understanding has been signed in relation to the sale of Vdancer Pte Ltd (a subsidiary of Fatfish Internet Pte Ltd ("FIPL") of which the Company has 100% ownership) to PT Hyper Lab Technologies for a disposal price of USD 1,500,000 (AUD 1,805,266). The sale of Vdancer Pte Ltd is anticipated to be finalised by the second quarter of the 2016 financial year.

Related Party Transactions Note 24

Related Parties

(a) The Group's main related parties are as follows:

i. Key Management Personnel:

Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity are considered key management personnel.

For details of disclosures relating to key management personnel, refer to Note 6.

ii. Entities subject to significant influence by the Group:

An entity that has the power to participate in the financial and operating policy decisions of an entity, but does not have control over those policies, is an entity which holds significant influence. Significant influence may be gained by share ownership, statute or agreement.

For details of interests held in associates, refer to Note 13.

iii. Joint ventures accounted for under the equity method:

The Group has a 50% interest in the joint venture with Fintech Asia Group Limited. The interest in joint venture is accounted for in these consolidated financial statements of the Group using the equity method of account.

For details of interests held in joint ventures, refer to Note 14.

iv. Other Related Parties

Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have joint control.

Note 24: Related Party Transactions (continued)

(b) Transactions with related parties:

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

The following transactions occurred with related parties:

Consolidated Group
2015
\$
Restated 6
month period
ended 31
December
2014
\$
i. Director related entities
-
Directors' fees paid to Dato' Larry Nyap Liou Gan
30,000 8,000
-
Directors' fees and wages paid to Kin Wai Lau
148,723 60,000
-
Directors' fees paid to DHL Corporate Advisory of which Mr Donald Low is a director and
shareholder
27,000 10,000
-
Directors' fees paid to Baustan Capital Pty Ltd of which Mr Jeffrey Tan is a director and
shareholder
12,000 10,000
217,723 88,000
ii. Other entities
-
AutoDirect Corporation (ADC), a subsidiary of Fatfish Internet Pte Ltd sold its Target Project
(RajaPremi) to FinTech Asia Group Limited in exchange of 50% of the enlarged capital of the
Fintech Asia Group Limited (Joint Venture) for \$9,582,978 (USD 7,000,000).
9,582,978 -
9,582,978 -

As at 31 December 2015, the Board of Fatfish Internet Pte Ltd, a wholly owned subsidiary of the Company, decided to fully impair its investment in the joint venture which on consolidation, eliminated the gain on ADC's disposal of RajaPremi.

(c) Reimbursement Transactions with related parties

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
Reimbursement of business expenses incurred by the Company and initially settled by Mr Donald
Low. All expenses were incurred on an arm's length basis.
20,283 -

Note 25 Financial Risk Management

The Group's financial instruments consist mainly of deposits with banks, receivables and trade and other payables.

The totals of each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows:

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
Note \$ \$
Financial Assets
Cash and cash equivalents
9 2,096,820 789,151
Loans and receivables 10 597,883 615,260
Available-for-sale financial assets

at fair value
— unlisted investments 11 205,866 -
Total Financial Assets 2,900,569 1,404,411
Financial Liabilities
Financial liabilities at amortised cost

Trade and other payables
17(a) 2,667,864 250,578

Borrowings
18 28,915 36,251
Total Financial Liabilities 2,696,779 286,829

Note 25: Financial Risk Management (continued)

Financial Risk Management Policies

The directors are responsible for Fatfish Internet Group's risk management strategy and management is responsible for implementing the directors' strategy. A risk management program focuses on the unpredictability of finance markets and seeks to minimise potential adverse effects on financial performance. Fatfish Internet Group uses different methods to measure difference types of risk to which it is exposed. These methods include sensitivity analysis in the case on interest rate and market risk. Fatfish Internet Group does not use derivatives.

The consolidated entity's financial instruments consist of deposits with banks and accounts receivables and payables. The main purpose of non-derivative financial instruments is to raise finance for group operations.

Specific Financial Risk Exposures and Management

The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk, foreign currency risk and other price risk (commodity and equity price risk). There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board's objectives, policies and processes for managing or measuring the risks from the previous period.

a. Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group.

The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited as the counterparties are banks with high credit rating assigned by international credit rating agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the Group's maximum exposure to credit risk.

b. Liquidity risk

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:

  • preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;
  • obtaining funding from a variety of sources;
  • maintaining a reputable credit profile;
  • managing credit risk related to financial assets;
  • only investing surplus cash with major financial institutions; and
  • comparing the maturity profile of financial liabilities with the realisation profile of financial assets

The following table details the Group's remaining contractual maturity for its financial liabilities and financial assets.

Financial liability and financial asset maturity analysis

Within 1 Year 1 to 5 years Over 5 years Total
Consolidated Group 2015
\$
2014
\$
2015
\$
2014
\$
2015
\$
2014
\$
2015
\$
2014
\$
Financial liabilities due for payment
Trade and other
payables
665,541 170,840 2,002,323 79,738 - -
2,667,864
250,578
Finance lease
liabilities
9,516 8,686 19,399 27,565 - -
28,915
36,251
Total contractual
outflows
675,057 179,526 2,021,722 107,303 - -
2,696,779
286,829
Less bank overdrafts - - - - - -
-
-
Total expected
outflows
675,057 179,526 2,021,722 107,303 - -
2,696,779
286,829
Within 1 Year 1 to 5 years Over 5 years Total
Consolidated Group 2015
\$
2014
\$
2015
\$
2014
\$
2015
\$
2014
\$
2015
\$
2014
\$
Financial Assets - cash flows realisable
Cash and cash 2,096,820 789,151 - - - -
2,096,820
789,151
equivalents
Trade, term and loans
receivables
597,883 615,260 - - - - 597,883 615,260
Other investments 205,866 - - - - - 205,866 -
Total anticipated
inflows
2,900,569 1,404,411 - - - - 2,900,569 1,404,411
Net (outflow) / inflow
on financial
2,225,512 1,224,885 (2,021,722) (107,303) - - 203,790 1,117,582

No financial assets have been pledged as security instruments

c. Market Risk

i. Interest rate risk

The Group's exposure to market risk primarily consists of financial risks associated with changes in interest rates as detailed below. As the level of risk is low, the Group does not use any derivatives to hedge its exposure.

The Group is exposed to interest rate risks as it holds funds at variable interest rates.

Note 25: Financial Risk Management (continued)

ii. Foreign exchange risk

Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group.

Due to instruments held by overseas operations, fluctuations in Singapore Dollars, Malaysian Ringgit and Indonesian Rupee may impact on the Group's financial results unless those exposes are appropriately hedged.

The following significant exchange rates were applied during the years Average Rate Spot Rate
2015 Restated 6
month period
ended 31
December
2014
2015 Restated 6
month period
ended 31
December
2014
\$1 AUD
Singapore 0.9674 0.8747 0.9682 0.9230
Malaysia 0.3460 0.4426 0.3189 0.4096
Indonesia 0.0001 0.0001 0.0001 0.0001
United States 0.7494 0.7620 0.7288 0.7328

Interest rate sensitivity analysis

A sensitivity analysis has been determined based on the exposure to interest rates at reporting date with the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 75 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents the management's assessment of the possible change in interest rate.

These sensitivities assume that the movement in a particular variable is independent of other variables.

Consolidated Group
Profit Equity
Year ended 31 December 2015 \$ \$
+/- 0.75% in interest rates 15,726 15,726
Consolidated Group
Profit Equity
Year ended 31 December 2014 \$ \$
+/- 0.75% in interest rates 5,919 5,919

There have been no changes in any of the methods or assumptions used to prepare the above sensitivity analysis from the prior year.

Fair Values

The Directors consider that the carrying amounts of financial assets and liabilities recorded at cost less any accumulated impairments in the financial statements approximates their fair values.

The fair values of financial assets and liabilities are determined as follows:

  • Other financial assets and financial liabilities are determined in accordance with generally accepted pricing models.

Fair value estimation

The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying amounts as presented in the statement of financial position. Refer to Note 26 for detailed disclosures regarding the fair value measurement of the group's financial assets and financial liabilities.

Differences between fair values and carrying amounts of financial instruments with fixed interest rates are due to the change in discount rates being applied by the market since their initial recognition by the Group. Most of these instruments, which are carried at amortised cost (ie term receivables, held-tomaturity assets, loan liabilities), are to be held until maturity and therefore the fair value figures calculated bear little relevance to the Group.

Note
2015
Restated 6 month period
ended 31 December 2014
Carrying
Amount
Fair Value Carrying
Amount
Fair Value
Consolidated Group \$ \$ \$ \$
Financial assets
Cash and cash equivalents 9 2,096,820 2,096,820 789,151 789,151
Trade and other receivables:
- related parties - loans and advances 10 207,538 207,538 157,394 157,394
- unrelated parties - trade and term receivables 10 390,345 390,345 457,866 457,866
Total trade and other receivables 10 597,883 597,883 615,260 615,260
Available-for-sale financial assets:
- at fair value:
- unlisted investments 205,866 205,866 - -
Total financial assets 2,900,569 2,900,569 1,404,411 1,404,411
Financial liabilities
Trade and other payables 17 2,667,864 2,667,864 250,578 250,578
Lease liability 18 28,915 28,915 36,251 36,251
Total financial liabilities 2,696,779 2,696,779 286,829 286,829

Note 25: Financial Risk Management (continued)

  • (i) Cash and cash equivalents, trade and other receivables and trade and other payables are short-term instruments in nature whose carrying amount is equivalent to fair value. Trade and other payables excludes amounts provided for annual leave, which is outside the scope of AASB 139.
  • (ii) For listed available-for-sale and held-for-trading financial assets, closing quoted bid prices at the end of the reporting period are used.

Note 26 Fair Value Measurements

— available-for-sale financial assets;

The Group measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition:

The Group does not subsequently measure any liabilities at fair value on a non-recurring basis.

(a) Fair value hierarchy

AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows:

Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 Level 3 Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Measurements based on unobservable inputs for the asset or liability. Level 1

The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.

Valuation techniques

The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches:

  • Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities.
  • Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value.
  • Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.

Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data are not available and therefore are developed using the best information available about such assumptions are considered unobservable.

The following tables provide the fair values of the Group's assets and liabilities measured and recognised on a recurring basis after initial recognition and their categorisation within the fair value hierarchy.

31 December 2015
Level 1 Level 2 Level 3 Total
Recurring fair value measurements Note \$ \$ \$ \$
Financial assets
Available-for-sale financial assets
— Shares in unlisted companies – unrelated parties 11 205,866 - - 205,866
Total financial assets recognised at fair value on a recurring basis 205,866 - - 205,866
31 December 2014
Level 1 Level 2 Level 3 Total
Recurring fair value measurements Note \$ \$ \$ \$
Financial assets
Available-for-sale financial assets
— Shares in unlisted companies – unrelated parties 11 - - - -

Note 27 Reserves

a. Option Reserve

The option reserve records items recognised as expenses on valuation of employee share options and other options.

Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
\$ \$
Balance at beginning of the year - -
Options issued 1,296,253 -
Options exercised (5,501) -
1,290,752 -

b. Foreign Currency Translation Reserve

The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.

Consolidated Group
2015
Restated 6
month period
ended 31
December
2014
\$ \$
Balance at beginning of the year (37,062) -
Foreign currency movements during the year 48,776 (37,062)
11,714 (37,062)
Consolidated Group
2015 Restated 6
month period
ended 31
December
2014
Total Reserves \$ \$
Option reserve 1,290,752 -
Foreign currency translation reserve 11,714 (37,062)
1,302,466 (37,062)

Note 28 Company Details

395 COLLINS STREET MELBOURNE VIC 3000 LEVEL 2 The registered office of the company is: Fatfish Internet Group Limited

MELBOURNE VIC 3000 Fatfish Internet Group Limited LEVEL 2 The principal places of business are: 395 COLLINS STREET

In accordance with a resolution of the directors of FATFISH INTERNET GROUP LIMITED, the directors of the company declare that:

    1. the financial statements and notes, as set out on pages 21 to 50, are in accordance with the Corporations Act 2001 and:
  • (a) comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards (IFRS); and
  • (b) give a true and fair view of the financial position as at 31 December 2015 and of the performance for the year ended on that date of the consolidated group;
    1. 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; and
    1. the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer.

Signed in accordance with a resolution of the Directors made pursuant to Section 295(5) of the Corporations Act 2001.

Director

Mr Donald Low

Dated this 31 March 2016

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES ABN: 88 004 080 460 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

The following information is current as at 30 March 2016:

1. Shareholding

a. Distribution of Shareholders
Category (size of holding)
No. of holders No. of Ordinary
Shares
1 – 1,000 416 156,618
1,001 – 5,000 195 429,695
5,001 – 10,000 412 4,059,492
10,001 – 100,000 171 6,927,088
100,001 – and over 79 150,226,553
1,273 161,799,446

b. The number of shareholdings held in less than marketable parcels is 782 (2014: 605).

c. The names of the substantial shareholders listed in the holding company's register are:

Number
No. of Ordinary % Held of Issued
Shareholder Fully Paid Shares Ordinary Capital
HSBC Custody Nominees Australia Limited 39,731,648 24.56%
Lau Kin Wai 15,209,609 9.40%
Chen Pang Hao 10,094,873 6.24%
Acquiniti Limited 8,784,445 5.43%

d. The names of the substantial option holders listed in the holding company's register are:

Number
No. of Listed % Held of Listed
Shareholder Options Options
Wu Xueyong and Zeng Jing 13,092,323 10.14%
Cameron Noel Russell 10,019,520 7.76%
Cameron Noel Rusell and Goad B C <noel cameron<="" td="">10,000,0007.75% 10,000,000 7.75%
Super Fund A/C>
Dagan Niv 9,240,000 7.16%
Kroon William Geoffrey 6,803,000 5.27%

e. Voting Rights

The voting rights attached to each class of equity security are as follows: Ordinary shares

– Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

Listed options

– These options have no voting rights

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES ABN: 88 004 080 460 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

f. 20 Largest Shareholders — Ordinary Shares

Number of Ordinary % Held
Fully Paid Shares of Issued
Name Held Ordinary Capital
1. HSBC Custody Nom Aust Ltd 39,731,648 24.56%
2. Lau Kin Wai 15,209,609 9.40%
3. Chen Pang Hao 10,094,873 6.24%
4. Acquiniti Ltd 8,784,445 5.43%
5. Citicorp Nom Pty Ltd 6,217,025 3.84%
6. Ong Chang Jeh 6,064,332 3.75%
7. National Nom Ltd 5,737,506 3.55%
8. BNP Paribas Noms Pty Ltd 4,050,185 2.50%
9. Kawecki Mark Damion 4,000,060 2.47%
10. Peter Shane Casey 3,684,211 2.28%
11. ABN Amro Clrg Syd Nom PL 3,664,308 2.26%
12. Chen Siew Kheng 3,285,368 2.03%
13. JK Premier Hldgs Pte Ltd 3,285,360 2.03%
14. JCY Hldgs Pte Ltd 3,285,360 2.03%
15. Peng Thomas Yeo Zwee 3,285,360 2.03%
16. Dagan Niv 2,941,000 1.82%
17. Cheng Wei Cheng 2,570,720 1.59%
18.
19.
Low Poh Khuan
Tjandramulia Teddy
1,530,000
1,304,115
0.95%
0.81%
20. Walker Graham John 1,192,773 0.74%
129,918,258 80.31%

g. 20 Largest Option Holders — Listed Options

Number of Listed % Held
Name Options Held of Listed Options
1. Wu Zueyong and Zeng Jing 13,092,323 10.14%
2. Cameron Noel Russell 10,019,520 7.76%
3. Cameron Noel R and Goad BC <noel cameronSuper Fund A/C> 10,000,000 7.75%
4. Dagan Niv 9,240,000 7.16%
5. Kroon William Geoffrey 6,803,000 5.27%
6. National Nom Ltd 5,407,506 4.19%
7. Bomford Super PL 5,000,000 3.87%
8. BNP Paribas Noms PL 4,780,000 3.70%
9. Music Martin 4,777,479 3.70%
10. Kukulj Luke 3,500,000 2.71%
11. Jomot PL 3,192,169 2.47%
12. Rope Communications PL 3,000,000 2.32%
13. Foord Justin 2,603,015 2.02%
14. Mehta Anuj 2,600,000 2.01%
15. RHB Sec Singapore Pte Ltd 2,000,000 1.55%
16. First Inv Ptnrs PL 2,000,000 1.55%
17. NTJ Inv PL 1,800,000 1.39%
18. Walker John George 1,682,570 1.30%
19. JYZ Super PL 1,500,000 1.16%
20. Citicorp Nom PL 1,355,000 1.05%
94,352,582 73.07%

FATFISH INTERNET GROUP LIMITED AND CONTROLLED ENTITIES ABN: 88 004 080 460 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

    1. The name of the company secretary is Mr Donald Low
    1. The address of the principal registered office in Australia is Level 2, 395 Collins Street, Melbourne Vic 3000.
    1. Registers of securities are held at the following addresses Security Transfer Registrars Pty Ltd Applecross WA 6153 770 Canning Highway

5. Stock Exchange Listing Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited.