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First Graphene Ltd. — Annual Report 2011
Sep 27, 2011
35640_rns_2011-09-27_f3546b18-fd78-42e4-8a9d-88ca8c276666.pdf
Annual Report
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Robe Australia Limited and its Controlled Entities
ABN 50 007 870 760
ANNUAL REPORT
30 JUNE 2011
Corporate Information
Board of Directors
| Peter Reilly | Chairman | |
|---|---|---|
| Shaun Stone | Non-Executive Director | |
| Peter Bolitho | Non-Executive Director | (resigned 31 August 2011) |
| Robert Hodby | Non-Executive Director | (appointed 16 August 2011) |
Company Secretary
Peter Bolitho
Auditors
Grant Thornton Audit Pty Ltd Level 2, 215 Spring Street Melbourne Victoria 3000
Lawyers
Norton Rose 485 Bourke St Melbourne Victoria 3000
Bankers
Australia and New Zealand Banking Group Limited Westpac Banking Corporation
Registered Office
Level 2, 409 St Kilda Road Melbourne Victoria 3004 Tel: 61 3 9820 2322 Fax: 61 3 9820 2158 www.robeaus.com.au
Share Registry
Computershare Registry Services Pty Ltd Level 5, 115 Grenfell Street Adelaide, South Australia 5000
Securities Exchange Listing
Robe Australia Limited shares are listed on the Australian Securities Exchange Limited (ASX Codes: ROB)
| Corporate Information 2 |
|---|
| The Chairman's review of the year ended 30 June 2011 4 |
| Corporate Governance Principles 5 |
| Risk Management Report 16 |
| Directors' Report 18 |
| Remuneration Report 23 |
| Auditor's Independence Declaration 28 |
| Statement of Comprehensive Income for the year ended 30 June 2011 29 |
| Statement of Financial Position as at 30 June 2011 30 |
| Statement of Cash Flows for the year ended 30 June 2011 31 |
| Statement of Changes in Equity for the year ended 30 June 2011 32 |
| Note 1: Statement of significant accounting policies 33 |
| Note 2: Revenue 43 |
| Note 3: Expenses 43 |
| Note 4: Income tax 44 |
| Note 5: Dividends paid and proposed 46 |
| Note 6: Current assets - cash and cash equivalent 46 |
| Note 7: Current assets - trade and other receivables 47 Note 8: Current assets - other 47 |
| Note 9: Current assets - financial assets 47 |
| Note 10: Current liabilities - trade and other payables 48 |
| Note 11: Current liabilities - provisions 48 |
| Note 12: Current liabilities - financial liability 48 |
| Note 13: Non-current liability – provisions 49 |
| Note 14: Contributed equity 49 |
| Note 15: Earnings per share 49 |
| Note 16: Key management personnel 50 |
| Note 17: Statement of cash flow reconciliation 52 |
| Note 18: Controlled entities 52 |
| Note 19: Operating segments 53 |
| Note 20: Share-based payments 55 |
| Note 21: Events after reporting date 56 |
| Note 22: Related party transactions 56 |
| Note 23: Auditors' remuneration 56 |
| Note 24: Financial risk management and policies 57 |
| Note 25: Future share issue 62 |
| Note 26: Capital management 62 |
| Note 27: Contingent liabilities 62 Note 28: Contingent assets 62 |
| Note 29: Company details 62 |
| Note 30: Discontinued operations 63 |
| Note 31: Parent entity information 66 |
| DIRECTORS' DECLARATION 67 |
| INDEPENDENT AUDIT REPORT 68 |
| ADDITIONAL SECURITIES EXCHANGE INFORMATION 71 |
The Chairman's review of the year ended 30 June 2011
FY 2011 has been one where the Company has focused on the completion of the disposal of its subsidiaries and sought to resolve and finalize any legacy issues that arose from the sale of its operating businesses in FY 2009.
In addition, your Board has actively engaged with potential suitors who have proffered various alternatives in respect to utilization of the Robe shell.
After much consideration, the Board determined that the best course of action for shareholders was to support a recapitalization of the Robe structure put forward by Cunningham Peterson Sharbanee Securities. This strategy involved the placement of 100 million shares at 0.5 cents with a free attaching option exercisable at 1 cent on or before 31 December 2014, which was subsequently ratified by shareholders at a General Meeting, held on 28 June 2011. The Board also undertook a fully underwritten rights issue on the basis of 2 new Shares and free attaching options exercisable at 1 cent on or before 31 December 2014, for every 3 shares held. This Issue closed substantially oversubscribed on 26 July 2011.
As a result of these capital raisings, the Board is pleased to welcome Mr Rob Hodby onto the Board and recommends that shareholders approve his appointment at the AGM. The Board is now actively seeking a resource asset to acquire and is working with its advisors in this regard.
The Group's FY 2011 loss after tax was \$10,007 (2010: Loss after tax of \$336,341).
The FY11 total gross revenue for Robe's continuing operations was \$60,633 (2010: \$41,683). This represented a wind down of all operations after the disposal of the operating businesses in FY 2009 and the subsequent disposal of the Australian Financial Services License (AFSL) holding entities effective 30 September 2010.
The Group announced to the ASX on 25 August 2010 that it had entered into negotiations with a potential investor who was seeking to acquire the underlying subsidiaries of the Group and assume the existing liabilities (contingent or otherwise) of the subsidiaries. This transaction was completed in October 2010.
The Group results in FY 2011 reflect costs of sustaining the Group following the sale of the underlying operations of Robe and its subsidiaries in October 2010. In part, this has included recovery of outstanding debtors, the sale of existing assets and negotiation with existing creditors including resolution of a number of outstanding client claims pertaining to past AFSL activity and compliance with regulatory obligations.
During the year the Company continued to pursue the contingent assets reflected in the accounts and whilst both the matters are not at present resolved, I believe that we are closer to resolution in one and the court process will dictate the outcomes of the other.
Finally, I would like to take this opportunity to thank our shareholders for your continuing support especially through a most difficult time that the Company has faced and look forward to your support as we embark on a strategy of restoring value to Robe, having recently successfully completed the aforementioned capital raising.
Yours sincerely
Peter T Reilly Chairman
Corporate Governance Principles
The Board of Directors (the Board) is committed to Robe Australia Limited (Robe, the Group, or the Company) achieving superior financial performance and long-term growth, while meeting stakeholders' expectations of sound corporate governance practices. This report describes Robe's main corporate governance practices.
The Board determines the corporate governance arrangements for Robe and regularly reviews developments in corporate governance to confirm that those arrangements are the most appropriate for the Company. The Board is governed by its Charter and the Company Constitution. The Company considers that its governing practices are appropriate for Robe, but in some cases does not comply with all of the ASX Corporate Governance Council's best practice recommendations. However, as the ASX Corporate Governance Council acknowledges, as the size, complexity and operations of companies differ, flexibility must be allowed to optimise individual performance. The Board is satisfied that the current structure, policies and procedures are appropriate for the organisation at the present time. An explanation for material departures from these recommendations is provided in this report.
The Board notes changes made in the 2nd Edition of the ASX Corporate Governance Principles and Recommendations and has aligned its governance procedures to these, where appropriate.
- Principle 1 Lay solid foundations for management and oversight
- Principle 2 Structure the Board to add value
- Principle 3 Promote ethical and responsible decision making
- Principle 4 Safeguard integrity in financial reporting
- Principle 5 Make timely and balanced disclosure
- Principle 6 Respect the rights of shareholders
- Principle 7 Recognise and manage risk
- Principle 8 Remunerate fairly and responsibly
A copy of Board Charters can be found on the Robe website www.robeaus.com.au.
Principle 1: Lay solid foundations for management and oversight
The role of the Board of Directors is to set goals and policies for the operation of the Company, to oversee the Company's management, to regularly review performance and to generally monitor the Company's affairs in the best interests of shareholders. For these responsibilities the Board is accountable to shareholders.
1.1 Roles and responsibilities
The primary role of the Board is to promote the long-term health and growth of Robe. To accomplish this, the Board is responsible for:
- Setting the strategic direction of Robe and monitoring management's performance within that framework;
- Ensuring there are adequate resources available to meet Robe's objectives;
- Appointing and removing the Managing Director/CEO and overseeing succession plans for the senior executive team;
- Approving and monitoring financial plans, financial performance and capital management;
- Approving and monitoring the progress of business objectives;
- Ensuring that adequate reporting and risk management procedures exist and function properly;
- Ensuring that Robe has appropriate corporate governance structures in place, including standards of ethical behaviour and a culture of corporate and social responsibility with special reference to Robe's AFSL obligations (which have subsequently been disposed of in October 2010); and
1.1 Roles and responsibilities (continued)
• Ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company.
The Board has delegated authority on specific operational matter to its corporate advisors and external accountants.
The corporate advisors and external accountants have been appointed by the Board to ensure an efficient administration function is maintained within the Company. This role includes:
- Ensuring there are processes and procedures in place to evaluate the performance of the Board, its committees and individual Directors;
- Facilitating effective discussions at Board Meetings;
- Ensuring effective communications with shareholders;
- Policy direction of the operations of Robe;
- The efficient and effective operation and financial reporting, including meeting all regulatory and ASX Listing Rule obligations of Robe;
- Ensuring Directors are provided with accurate and clear information in a timely manner to promote effective decision making by the Board; and
- Ensuring all material matters affecting Robe are brought to the Board's attention.
Independent Chairman
The Robe Board composition conforms to ASX Best Practice Recommendation 2.1, which recommends that a majority of the Board should be independent directors. Robe considers that, for a Company of its size and resources, the Board size and composition must be designed to meet the tests of cost and contribution to the business.
Details of the background of each individual Director are set out in the schedule to the Directors' Report, commencing on page 18.
Robe has adopted a number of practices to regulate the division of responsibilities between the Board and management, and the accountability of management to the Board, including the following:
- Mr Reilly is Chairman of the Board's Nominations Committee;
- Mr Reilly is Chairman of the Board's Remuneration Committee; and
- Mr Reilly is Chairman of the Board's Audit and Risk Management Committee.
1.2 Evaluation of the performance of senior executives
Robe has no executives and has outsourced its operations on an arms length basis to third parties.
The Company's policies and procedures in relation to remuneration and performance of the Board are addressed in detail in the Remuneration Report contained in the Directors' Report on page 23.
Principle 2: Structuring the board to add value
2.1 Board composition
The Board believes that its membership should comprise Directors with an appropriate mix of skills, experience and personal attributes that allow the Directors individually, and the Board collectively to:
2.1 Board composition (continued)
- Discharge their duties and responsibilities under law efficiently and effectively;
- Understand the business of Robe and the environment within which Robe operates so as to be able to oversee management and determine the objectives, goals and strategic direction to maximise shareholder value; and
- Assess the performance of management in meeting those objectives.
The Robe Board composition conforms to ASX Best Practice Recommendation 2.1, which recommends that a majority of the Board should be independent directors. Robe considers that, for a Company of its size and resources, the Board size and composition must be designed to meet the tests of cost and contribution to the business.
Details of the background of each individual Director are set out in the schedule to the Directors' Report, commencing on page 18.
The Company's Constitution provides that the maximum number of Directors shall be ten (10) unless amended by a resolution of the Directors. The number of Directors necessary to constitute a quorum is two (2).
Current Board Composition
| Voting Director | Board membership | Date of appointment |
|---|---|---|
| Peter Reilly | Non Executive Chairman | 21 April 2005 |
| Peter Bolitho | Non-Executive Director | 25 November 2009 (resigned 31 August 2011) |
| Shaun Stone | Independent Non-Executive Director | 19 June 2009 |
| Rob Hodby | Independent Non-Executive Director | 16 August 2011 |
Board practices
The Board plans to meet twelve times a year and at other times as needed. The Board strategy meeting is held in conjunction with senior management at which the strategic direction for the Company in the short and longer term is discussed.
The monthly Board papers, normally distributed several days prior to the relevant meeting, provides information to the Board on current and forthcoming issues relevant to the Company's operations and performance. These contain the monthly and year-to-date performance and compliance and risk reports. Where the Chairman or the Company Secretary is aware that a conflict of interest may arise in relation to a Director, the Director concerned does not receive a copy of the relevant Board paper and withdraws from the Board meeting while the matter is being considered. All Directors have lodged a Notice of Interests with the Company Secretary.
The corporate advisors and external accountants appointed by the Board, present significant matters to the Board on a regular basis. The Board may seek further information on any issue Board policy also enables Directors to seek independent professional advice for Company-related matters at the Company's expense, subject to the estimated costs being approved as reasonable by the Chairman in advance.
2.2 Board committees
Three standing Board Committees have been established to assist in the execution of the Board's responsibilities. All Board members are free to attend any meeting of any Board Committee.
2.2 Board Committee (continued)
It is Board policy that the Chairman of each Board Committee be the Executive Director or a Non-Executive Director.
Information on the number of times each Board Committee met, and the number of those meetings attended by the members of each Committee is set out in the Directors' Report on page 22.
| Non-Executive Directors | Audit and Risk | Remuneration | Nomination |
|---|---|---|---|
| Peter Reilly | Chairman | Chairman | Chairman |
| Shaun Stone | Member | Member | Member |
| Peter Bolitho (Resigned 31 August 2011) | Member | - | - |
| Rob Hodby (Appointed 1 September 2011) | Member | - | - |
2.3 Nomination and performance of Directors
2.3.1 Nomination of Directors
The Board has established a Board Committee to advise on nominations. This Committee comprises Mr Reilly and Mr Stone. The Committee's role is to review and consider the structure and balance of the Board and to make recommendations regarding appointments, retirements and terms of office.
In particular the Committee is to:
- Identify and recommend to the Board, candidates for the Board after considering the necessary competencies of new Board members;
- Review induction procedures for new appointees to the Board to assist them to effectively discharge their responsibilities;
- Assess and consider the time required to be committed by a Director to properly fulfil their Board functions; and
- Review succession plans for the Board with a view to maintaining an appropriate balance of skills and experience on the Board.
When a vacancy exists or whenever it is considered that the Board would benefit from the services of a new Director, the Nomination Committee seeks to identify the competencies required to enable the Board to fulfil its responsibilities and recommend candidates with the appropriate expertise and experience. The Nomination Committee has identified the following fundamental factors as relevant to the selection and appointment of new Directors:
- Extensive and senior commercial experience, preferably with a listed Company or a financial services Company;
- Cultural fit with existing Board members and empathy to the Company's culture;
- High level of personal integrity;
- Independent state of mind;
- Free of conflicts as identified by Robe, ASX and ASIC; and
- Time available to meet the commitment required.
The Nomination Committee has unlimited access to the corporate advisors and external accountants appointed by the Board and is able to consult independent experts where it considers it necessary to carry out its duties and responsibilities with all costs borne by the Company.
2.3 Nomination and Performance of Directors (continued)
2.3.2 Tenure
No term of office has been set for Non-Executive Directors.
Where a Director is appointed to fill a casual vacancy on the Board, they are required to submit to election at the next general meeting. In addition, currently one-third of Directors (excluding the Managing Director/ Executive Director and rounded down) must retire from office at the Annual General Meeting (AGM) each year; such retiring Directors are eligible for re-election. Directors standing for election in these circumstances are subject to a formal performance appraisal prior to the Board determining whether to recommend their reelection.
2.3.3 Performance of directors
The Board is committed to ensuring best practice in terms of corporate governance, including on-going development of the Board as whole, as well as of individual Directors. Each year, under the guidance of the Remuneration Committee, the Board conducts an evaluation of its performance. The findings of this review are tabled as soon as possible after year-end.
The Remuneration Committee provides a confirmation for the annual report that a Board evaluation has taken place and prepares an outline of the process for the annual report. The evaluation includes the quality and content of information presented to the Board by management and management's effectiveness in supporting the Board.
The evaluation:
- Is qualitative and quantitative;
- Is conducted by the Board itself or an independent expert; and
- Covers the performance of individual Directors and the operation of the Board as a group.
The Chairman of the Remuneration Committee is responsible for taking any actions that arise from the evaluation. The goal of the evaluation is the improvement of Board procedures, and the operation of the Board into the future.
Principle 3: Promotion of ethical and responsible decision making
Robe's key stakeholders are its shareholders, agents, staff, clients and creditors.
The Company's principles of conduct are intended to guide its activities to ensure that the legal requirements and the obligations to its stakeholders are complied with at all times.
3.1 Code of ethics and conduct
Robe Directors and staff are required to maintain high ethical standards of conduct.
The Robe Code of Ethics and Conduct covers Robe's dealing with external parties and how the Company operates internally. It is periodically reviewed and fully endorsed by the Board.
The Code of Ethics and Conduct is intended to help Directors and staff to understand their responsibilities to uphold the goals and values to which Robe aspires and to conduct business in accordance with applicable laws and regulations.
3.1 Code of ethics and conduct (continued)
The Code is reflected in and supported by a broad range of internal policies and procedures.
3.2 The corporate advisors and external accountants appointed by the Board and Directors trading in Robe's securities
Robe has a formal policy dealing with trading in Robe shares which is applicable to all Directors, employees, consultants and any person over whom an employee or consultant has, or is deemed to have, investment control or influence.
Subject to law:
Directors and Senior Group Executives should not deal in Robe's securities at a time when they possess Confidential Price Sensitive Information.
Directors and Senior Group Executives should never actively trade in Robe's securities.
The Windows when Directors and Senior Group Executives may Deal in Robe's securities are the periods:
- (a) one to a maximum of thirty days after the release of Robe's half yearly results;
- (b) one to a maximum of thirty days after the release of Robe's preliminary final results (Appendix 4E);
- (c) one to a maximum of thirty days after the date of release of Robe's Annual Report;
- (d) one to a maximum of thirty days after the Annual General Meeting; or
- (e) one day after the date of issue of a prospectus for any new share or debt issue until the closing date.
Dealings outside these Windows are subject to the existence of Exceptional Circumstances.
The above Windows should also govern decisions by Directors and Senior Group Executives to enter or withdraw from Robe's Dividend Reinvestment Plan and Bonus Share Plan.
Directors and Senior Group Executives should not deal in Robe's securities during a Closed Period unless Exceptional Circumstances exist.
Dealings outside a Window or in a Closed Period are to be decided for Directors other than the Chairman) by the Chairman, for the Chairman by the Audit Committee Chairman or in his absence another member of the Audit Committee and for Senior Group Executives by the Group Chief Executive Officer in each case in their sole discretion and in each case notified to the Company Secretary, or in his absence, the Deputy Company Secretary.
Any prior written clearance to trade in Exceptional circumstances must specify the duration of such clearance and must be in writing (which includes email).
Before any Director or Senior Group Executive deals in Robe's securities, he or she must at all times comply with the notification procedures set out in the Policy.
Where he or she is not otherwise prohibited in dealing in Robe's securities, a Director may deal in those securities subject to having first given written notification of any intended transaction to the Board or as hereafter mentioned:
- (a) the notification by a Director (other than in the case of the Chairman) should be given to the Chairman or, in his absence, the Chairman of the Audit Committee.
- (b) The Chairman should give notification to the Audit Committee Chairman, or in his absence, another member of the Audit Committee.
3.2 Robe share trading policy (continued)
In each case, the notification should contain details of the type and number of securities. The person giving the notice is also required to notify the Company Secretary in writing, or in his absence, the Deputy Company Secretary.
Where he or she is not otherwise prohibited from dealing in Robe's securities, a Senior Group Executive may deal in those securities subject to having first given written notification of any intended transaction to the Company Secretary, or in his absence, the Chairman.
The Company Secretary will be responsible for maintaining a record of all notifications for presentation to the Board.
The issue of shares of the grant of options under share incentive schemes is not deemed to be a Dealing in Robe's securities. The subsequent sale of shares is, however, a Dealing which is subject to this policy.
Notwithstanding the above, it is prohibited to Deal at any time in Robe's securities to hedge the value of Robe shares yet to be vested, including for Senior Group Executives under any share incentive scheme.
Any securities' trading which is not subject to this policy is permitted unless it breaches the statutory prohibitions summarized above. Such excluded trading includes where the trading (a) results in no change in beneficial interest in the securities; (b) occurs via investments in a scheme or other arrangement where the investment decisions are exercised by a third party; (c) occurs when the Director or Senior Group Executive has no control or influence with respect to trading decisions; or (d) occurs under an offer to all or most of the security holders of Robe.
In making decisions under this policy, reference may be made to any guidance notice issued by ASX.
Robe may change, replace or withdraw this policy at any time, both on an individual and collective basis.
Principle 4: Safeguarding integrity in financial reporting
The Robe Board has the ultimate responsibility for the integrity of the Company's financial reporting. To assist the Board in fulfilling this responsibility it has adopted the following processes aimed at ensuring that the Financial Statements and Notes are complete, in accordance with applicable accounting standards and provide a true and fair view.
4.1 Financial assurance
The Board maintains an Audit and Risk Committee and its functions also include compliance matters. Mr Reilly is Chairman of this Committee and Mr Stone and Mr Hodby (appointed 1 September 2011) are members. Mr Bolitho resigned as a member on 31 August 2011. Their qualifications and experience are included in the Directors' Report commencing on page 18. Where necessary, the Audit and Risk Committee engage independent professional advisors to assist it to discharge its responsibilities.
The current composition of the Audit and Risk Committee conforms to that suggested by the ASX Corporate Governance Council. However, the Board is satisfied that the current membership is appropriate, given the size of the Board, with the nominated members having the necessary technical and industry experience to discharge their responsibilities effectively.
Under its charter, the Committee assists the Board in discharging its responsibility to exercise due care, diligence and skill in the following areas.
Financial and external reporting
- The Committee reviews all audited Robe financial statements intended for publication prior to recommending their approval by the Board.
- In undertaking reviews of financial and external reporting the Committee does so from the shareholder's perspective, with a view to ensuring the information is adequate.
4.1 Financial assurance (continued)
• The Committee receives a copy of all formal communications with regulators, and reviews all licence applications or corrections.
Audit activities, audit scope and audit independence
- The Committee ensures that the external audit and internal audit approach covers all Financial Statement areas where there is a risk of material misstatement.
- The Committee ensures that audit activities are carried out in the most effective, efficient and comprehensive manner with due regard to the differing roles of external audit and internal audit.
- The Committee ensures that the external auditor meets the required standards for auditor independence.
Risk management and internal control structure
- The Committee reviews the effectiveness of the risk management and internal control structure implemented by management (including the processes supporting external reporting) and advises on significant changes to that structure so as to obtain reasonable assurance that the Company's assets are safeguarded and that reliable financial records are maintained.
- The Committee pays special attention to overseeing the credit risk in the business covering physical transactions, options and warrants.
- The Committee also reviews all risks identified in the ASX Rules including operational risk, issuer risk, position risk, large counter-party risk and any special risks applying to the business.
Compliance with Tolhurst Pty Ltd and ACN 079 121 136 Pty Ltd's (formerly Community & Corporate Financial Services Pty Ltd) licence conditions (up to 30 September 2010)
- The Committee oversees processes adopted to comply with the Australian Financial Services Licence (AFSL) conditions and all the requirements imposed on Tolhurst Pty Ltd and ACN 079 121 136 Pty Ltd by ASIC.
- The Committee forms a view on the adequacy of internal controls and risk management involved in the systems and processes adopted.
- The Committee receives and considers compliance reports from the Compliance and Risk Committee for the preceding period and summarises any breaches of the rules, including the application of the disciplinary policies.
- The Committee receives notification of breaches notified to the ASX and ASIC.
Corporate governance and integrity
- The Committee oversees the application of financial reporting and risk oversight.
- The Committee provides assurance that Robe is adequately managing risk relating to corporate governance and market integrity, and is maintaining appropriate controls against conflicts of interest and fraud.
The Committee also has responsibilities in relation to the external auditor as described under Auditor Independence.
The Audit and Risk Committee has unlimited access to the external auditor, the Group's compliance officers and to senior management. The Committee also has the power to conduct or authorise investigations into, or consult independent experts on, any matters within the Committee's scope of responsibility. Committee members may seek independent professional advice for Company-related matters at the Company's expense, subject to the estimated costs being approved as reasonable by the Chairman in advance.
4.2 Certification by the corporate advisors and external accountants appointed by the Board
The Board appointed external consultants provide the Board with written confirmation that, to the best of their knowledge and belief, Robe's financial reports present a true and fair view, in all material respects, of Robe's financial condition and operational results and are in accordance with relevant accounting standards.
4.3 Auditor independence
The Audit and Risk Committee is responsible for overseeing the external audit of the Company. Its duties and responsibilities include:
- Recommending to the Board the appointment and removal of the external auditor. This may include periodic reviews of the external auditor. Tenders may be called to assist in deciding which external auditor should be recommended.
- Reviewing, considering and advising the Board on:
- o The fees proposed by the external auditor;
- o Annually, the qualification, expertise and resources of the external auditor and whether an effective, comprehensive and complete audit can be conducted for the fee;
- o The effectiveness, objectivity and independence of the external auditors; and
- o Robe's policy in relation to the provision of non-audit services by the auditor so that the provision of such services does not impair the external auditor's independence or objectivity.
To assist it in monitoring the independence of the external auditor, the Committee has adopted the following policies:
- The external auditor is not to provide non-audit services under which the auditor assumes the role of management, becomes an advocate for Robe, or audits its own professional expertise;
- Significant permissible non-audit assignments awarded to the external auditor must be approved in advance by the Committee; and
- Any fee arrangement between Robe and the external auditor must not contain any element for contingent or success fees.
Principle 5: Timely and balanced disclosure
As a listed entity, the Company has an obligation under the ASX Listing Rules (the Rules) to maintain an informed market with respect to its securities. Accordingly, Robe keeps the market advised of all information required to be disclosed under the Rules which the Board believes would have a material effect on the price or value of the Company's securities.
The Board believes that shareholders and the investment community generally should be informed of all material events that influence Robe in a factual, timely manner, and encourages shareholders to participate in general meetings.
5.1 Communications
It is Robe policy that all external communications:
- Are factual, and subject to internal vetting and where price sensitive, subject to Board authorisation before issue;
- Do not omit material information; and
- Are timely and expressed in a clear and objective manner.
5.1 Communications (continued)
The Board considers potentially price-sensitive information before release in order to meet Robe's continuous disclosure obligations. The Company Secretary is responsible for coordinating disclosure of information to ASX and shareholders and for educating Directors and staff on the Company's disclosure policies and procedures.
It is Robe policy that any price-sensitive material for public announcement, including annual and interim profit announcements be lodged with ASX as soon as practical and before external disclosure elsewhere.
Principle 6: Respecting the rights of shareholders
The Board's primary responsibility to the shareholders is to do its utmost to meet the Company's objectives and so increase the Company's value. As representatives for the owners of the Company, the Board maintains active communication with shareholders as often as practicable. Annual Reports are forwarded to all shareholders unless they have requested otherwise.
Robe usually holds its AGM of members of the Company in November each year.
The Notice of AGM is accompanied by explanatory notes on the items of business and together they seek to clearly and accurately explain the nature of business of the meeting. In this regard, Robe is cognisant of best practice, including the Guidelines for Notices of Meetings produced by the ASX Corporate Governance Council. A full copy of the Notice of AGM is placed on the Robe website, www.robeaus.com.au.
Shareholders are encouraged to attend the meeting or, if unable to attend, to vote on the motions proposed by appointing a proxy. The proxy form included with the Notice of AGM seeks to explain clearly how the proxy form is to be completed and submitted.
Unless specifically stated in the Notice of AGM, all holders of fully paid ordinary shares are eligible to vote on all resolutions.
The Company's auditor attends the AGM.
Principle 7: Recognise and manage risk
There are many risks in the markets in which Robe operated. A range of factors, some of which are beyond Robe's control, influences performance. In many of its businesses, Robe assumed financial risk. Robe had in place limits, and procedures to monitor the risk in its activities. These are periodically reviewed by the Audit and Risk Committee.
Further information on Robe's system of risk oversight and management is set out in the Risk Management Report commencing on page 16.
7.1 Board oversight
The duties of the Audit and Risk Committee are set out in section 4.1 set out on page 11. In addition, the Committee:
- Reviews and endorses Robe's risk management framework and any variations to it;
- Reviews and endorses Robe's risk profile in the areas of equity, credit, regulatory and operational risk. It also reviews the experience of losses in each risk category to provide confidence that Robe's policy reflects experience;
- Reviews and endorses Robe's capital management plan;
- Reviews and approves matters requiring Board approval including:
- o Significant variations to policies, limits and delegations of authority;
7.1 Board Oversight (continued)
- o Individual transactions beyond the authority delegated to management;
- o Reviews limit and policy breaches above certain thresholds; and
- o Assesses the risk management framework against the expectations of ASIC, ASX and other regulators.
The Committee may consult independent experts on any matters within its scope of responsibility. Committee members may seek independent professional advice for Company-related matters at the Company's expense subject to the estimated cost being approved as reasonable by the Chairman of the Board in advance.
7.2 Risk management framework
The Company's approach to risk management is described in detail in the Risk Management Report commencing on page 16.
Principle 8: Remunerate fairly and responsibly
The Board has established a Nomination Committee and delegated powers to the Remuneration Committee to assist in its responsibilities to review the performance of the Board and to deal with the attendant issues related to the orderly process of self-renewal. (Refer to Principle 2 for a description of the Nomination Committee's responsibilities).
In order to provide a specific opportunity for performance matters to be discussed with each Director, each year, the Chairman has established a formal process to review each Director annually. The Chairman meets with each Director individually to discuss issues including the performance and effectiveness of the Board as a whole, the Director's individual performance, and their assessment of the Chairman's performance, with the intention of providing mutual feedback.
The Board considers that given the nature of the Company's activities there is sufficient formality in the process of evaluation of the Board, individual Directors and the Chairman at this point in the Company's development.
Each Director of the Company is encouraged to have a financial interest in the Company. These security holdings have been acquired from their own resources (for details of the holdings refer to page 19). As shareholders, Directors benefit in the same way as all other shareholders in improving shareholder value.
The Board has established a Remuneration Committee. The composition of the Remuneration Committee is Mr Reilly and Mr Stone. This conforms to the composition suggested by the ASX Corporate Governance Council. To assist Mr Reilly's as Chairman, independent advice is sought when he deems this appropriate.
A description of the Company's remuneration philosophy and framework, and details of the remuneration received by Directors and Executives in the current period is included in the Remuneration Report, which is contained within the Director's Report, commencing on page 23.
Risk Management Report
The Company is committed to the establishment and maintenance of a sound system of risk oversight, management and internal control.
The Board is responsible for ensuring that there are adequate policies in relation to risk oversight and management and internal control systems. In summary, the Company's policies are designed to ensure that strategic, operational, legal, regulatory, reputation and financial risks are identified, assessed, addressed and monitored to enable achievement of the Company's business objectives. The Company operates in an environment of high risk, and this risk profile is accepted because the Company seeks to participate in a business segment with these risk characteristics.
Adherence to the Company's risk management policy is supervised by the Audit and Risk Committee of the Board and managed by the Compliance and Risk Committee. Major matters are referred to the Board for evaluation and decision. During FY 2011 the Audit and Risk Committee met monthly to review the performance of the Company in meeting its compliance objectives. Policies and systems continue to be reviewed, enhanced and implemented in all areas.
The Board appointed external consultants have stated to the Board in writing that, subject to the matters set out in this Annual Report and especially in the discussion of Risk in the Annual Report, to the best of their knowledge and belief:
- The Financial Statements are founded on a sound system of risk management and internal compliance and control, reflecting the policies adopted by the Board; and
- At the date of this Annual Report, the Company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.
Any qualifications to this confirmation are explained to the Board, describing the departures from best practice in governance and the steps taken to manage the implications of any departures.
Investment risk
From time to time, the Company takes principal positions. These positions are managed by the Board.
Litigation risk
Whilst the Company controlled entities that held AFSL's, Robe received client complaints and managed these as required by Law and its licence conditions. Some of these complaints become the subject of FOS investigations or lawsuits. Material claims are possible, including potentially large claims in connection with Corporate Finance mandates and the client advisory business.
The Company sought to reduce the incidence and financial impact of these claims by complying with the service requirements of the relevant legislation, by holding insurance cover for large claims, and by the documentation of client interactions, and management with the client of specific matters and concerns.
Insurance risk
To maintain its licences the Company was required to have various insurances, including professional indemnity insurance. The Company sold its subsidiaries that controlled AFSL's effective 30 September 2010 and at that point relinquished insurances pertinent to that activity. The Company has previously relinquished its status as an ASX participant and sold all its operating businesses. The Company now only hold Directors and Officers Insurance.
Risk Management Report (continued)
Compliance risk
The Company must comply with the market rules of the ASX and its related bodies. ASX and ASIC fines, penalties, Licence conditions and other sanctions are a risk for the Company.
Disaster recovery
The Company maintains all relevant data on a standalone platform.
Personnel risks
The Company does not have 'key man' insurance.
The Company is insured for theft by employees. No such claim was made in FY 2011. Nevertheless, fraud remains an important risk for a financial institution. The Company has a policy of separation of duties designed to reduce this risk.
Subject to certain exclusions, the Company indemnifies Board members for their conduct in the business.
Conflicts of interest
The Company has a range of policies designed to eliminate or manage conflict of interest to protect the Company's clients.
The capital of the business
The Company's current equity capital base has recently been recapitalized however any new acquisition of an asset may require further capital to be raised.
In the event that unexpected events and consequential losses deplete the capital of the Company, there can be no assurance that the capital markets will provide the capital and/or debt funds necessary to sustain the Company.
Taxation risks
The Group seeks to comply with all taxation laws and seeks professional advice on its taxation compliance programme. Nevertheless, the complexity of taxation laws creates a risk for the Company.
Competitive position
The Company is currently assessing its ongoing strategy in terms of utilization of the existing listed structure and financial assets. At the date of this report no decision has been made in respect to the future of the existing structure.
Economic factors
Factors such as, but not limited to, political changes, stock market trends, interest rates, currency movements, inflation levels, commodity prices, industrial disruption, taxation changes and legislative or regulatory changes may all have an adverse effect on the Company's operating costs, revenues, profit margins or asset values.
Directors' Report
Your Directors present their report on Robe Australia Limited (Company) and its controlled entities for the financial year ended 30 June 2011.
DIRECTORS
The names and details of the Company's Directors in office during the financial year and until the date of report are as follows. Directors were in office for this entire period unless otherwise stated.
Peter Reilly Chairman & Non-Executive Director (appointed 21 April 2005)
Peter Reilly is the former Managing Director of the major Australasian business services group, AUSDOC Group Limited. Peter has over 36 years commercial experience, holds a Bachelor of Business (Accounting) and is a member of the Institute of Chartered Accountants and the Institute of Company Directors.
Peter is a Non-Executive Director of Marbletrend Group Limited.
Peter is Chairman of the Audit and Risk Committee, Remuneration Committee and Nominations Committee.
Shaun Stone Non-Executive Director (appointed 19 June 2009)
Shaun is currently the Chief Financial Officer for an aged care management company and prior to this worked for Tolhurst Pty Ltd in the Corporate Finance division and also the Executive Office. He previously held the position of Operational Risk – Senior Manager for the London wholesale banking division of National Australia Bank and auditing and consulting roles for KPMG in the USA and Australia.
Shaun holds Bachelor of Business degree from the Bendigo College of Advanced Education. He is a Chartered Accountant and also holds an MBA in International Business from Georgetown University in the USA.
Shaun is a member of the Audit and Risk Committee, Remuneration Committee and the Nominations Committee.
Peter Bolitho Non-Executive Director (appointed 25 November 2009 and resigned 31 August 2011 )
Peter has over 29 years experience in financial services and holds a Bachelor of Economics and a Master of Business Administration. Peter is currently the Company Secretary and was previously the Manager of Corporate Affairs and Financial Planning at Tolhurst. He has been at Robe for 7 years, initially as CEO and Responsible Officer for Tolhurst's funds management business, a joint venture business sold in 2003. Peter was previously Group Secretary of Fortis Australia Ltd Group, Principal Executive Officer of Fortis Life Assurance Company Ltd and a Director of a number of corporate superannuation fund Trustee companies.
Peter was a member of the Audit and Risk Committee and resigned effective 31 August 2011.
Rob Hodby Non-Executive Director (appointed 16 August 2011)
Robert Hodby, 42, holds a Bachelor of Commerce from Murdoch University and is a member of CPA Australia and Chartered Secretaries Australia. Robert provides corporate, management and accounting advice to a number of public and private companies involved in the resource and energy industries.
Robert is the Company Secretary of Torrens Energy Limited (ASX:TEY) and of NeuroDiscovery Limited (ASX:NDL) and a Non-Executive Director of New Horizon Minerals Limited ASX:NHO).
Rob is a member of the Audit and Risk Committee effective 1 September 2011.
COMPANY SECRETARY
Peter Bolitho Company Secretary
Peter has over 29 years experience in financial services and holds a Bachelor of Economics and a Master of Business Administration. Peter is currently the Company Secretary and was previously the Manager of Corporate Affairs and Financial Planning at Tolhurst. He has been at Robe for 8 years, initially as CEO and Responsible Officer for Tolhurst's funds management business, a joint venture business sold in 2003. Peter was previously Group Secretary of Fortis Australia Ltd Group, Principal Executive Officer of Fortis Life Assurance Company Ltd and a Director of a number of corporate superannuation fund Trustee companies.
DIRECTORS' INTERESTS
As at the date of this report the interest of Directors in the shares and options of the Company are:
| Interest in ordinary | Interest in options | |
|---|---|---|
| fully paid shares | over ordinary shares | |
| Peter Reilly (Chairman) | 21,895,371 | - |
| Shaun Stone | 30,000 | - |
| Peter Bolitho (resigned 31 August 2011) | - | - |
| Rob Hodby (appointed 16 August 2011) | - | - |
There have been no share issues to Directors during the financial year, or since year-end as a result of the exercise of share options.
PRINCIPAL ACTIVITIES
The principal activities of the consolidated group during the financial year were to maximise the value of the various assets remaining in the Group after divestment of the operations of Robe and to manage and mitigate the existing liabilities in order to ready the existing Robe structure for further investment opportunities.
During the year, the Company conducted a successful placement of 25 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising \$125,000 (before costs). Further capital raisings occurred in July 2011 with a placement of 75 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising \$375,000 (before costs) and a subsequent oversubscribed 2:3 rights issue with a free attaching option exercisable at 1 cent on or before 31 December 2014, which closed on 26 July 2011 raising a further \$912,096 (before costs).
OPERATING RESULTS
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| \$ | \$ | |
| Net profit or loss of the Group after providing for income tax was | (10,007) | (336,341) |
DIVIDENDS PAID OR RECOMMENDED
No dividends were paid or declared during FY2011 (2010: Nil).
SIGNIFICANT MATTERS OCCURRING AFTER REPORTING DATE
During the year, the Company conducted a successful placement of 25 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising \$125,000 (before costs). Further capital raisings occurred in July 2011 with a placement of 75 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising \$375,000 (before costs) and a subsequent oversubscribed 2:3 rights issue with a free attaching option exercisable at 1 cent on or before 31 December 2014, which closed on 26 July 2011 raising a further \$912,096 (before costs).
Mr Hodby was appointed as a Director on 16 August 2011 and Mr Bolitho resigned as a Director on 31 August 2011.
OPERATING AND FINANCIAL REVIEW
FY 2011 has been one where the Company has focussed on the completion of the disposal of its subsidiaries and actively sought to resolve and finalize any legacy issues that arose from the sale of its operating businesses in FY 2009.
In addition, your Board has engaged with potential suitors who have proffered various alternatives in respect to utilization of the Robe shell.
After much consideration, the Board determined that the best course of action for shareholders was to support a recapitalization of the Robe structure put forward by Cunningham Peterson Sharbanee Securities. This strategy involved the placement of 100 million shares at 0.5 cents with a free attaching option exercisable at 1 cent on or before 31 December 2014, which was subsequently ratified by Shareholders at a General Meeting, held on 28 June 2011. The Board also undertook a fully underwritten Rights Issue on the basis of 2 new Shares and free attaching options for every 3 shares held. This Issue closed substantially oversubscribed on 26 July 2011.
The Group's FY 2011 loss after tax was \$10,007 (2010: Loss after tax of \$336,341).
Total gross revenue for Robe was \$60,633 for FY 2011 (2010: \$41,683). This represented a wind down of all operations after the disposal of the operating businesses in FY 2010 and the subsequent disposal of the Australian Financial Services License (AFSL) holding entities in October 2010. In this regard, the Group announced to the ASX on 25 August 2010 that it has entered into negotiations with a potential investor who is seeking to acquire the underlying subsidiaries of the Group and assume the existing liabilities (contingent or otherwise) of the subsidiaries. This transaction was completed in October 2010.
The Group results in FY 2011 reflect costs of sustaining the Group following the sale of the underlying operations of Robe and its subsidiaries in October 2010. In part, this has included recovery of outstanding debtors, the sale of existing assets and negotiation with existing creditors including resolution of a number of outstanding client claims pertaining to past AFSL activity and compliance with regulatory obligations.
During the year the Company continued to pursue the contingent assets reflected in the accounts and whilst both the matters are not at present resolved, I believe that we are closer to resolution in one and the Court process will dictate the outcomes of the other.
FINANCIAL POSITION
Robe's expenses for the period included statutory costs including audit and legal fees, ASX fees, AFSL expenses incurred in maintaining obligations pursuant to the licences held by the Group (including insurances) – up to 30 September 2010 and administrative costs associated with the orderly wind down of Robe and its subsidiaries, together with costs incurred in funding the potential recovery of contingent assets.
FUTURE AND LIKELY DEVELOPMENTS
The Directors have excluded from this report any further information on the likely developments in the operations of the consolidated group and the expected results of those operations in future financial years, other than as mentioned in the Chairman's Review and Operating Review as the Directors have reasonable grounds to believe that market volatility makes it impractical to forecast future profitability and other material financial events.
DIRECTORS' AND OTHER OFFICERS' EMOLUMENTS
Details of the remuneration policy for Directors and other officers are included in Principle 8: "Remunerate fairly and responsibly" of the Corporate Governance Principles (page 15) and the Remuneration Report (page 23).
Details of the nature and amount of emoluments for each Director of the Company and Executive Officers are included in the Remuneration Report.
ENVIRONMENTAL ISSUES
The consolidated group's operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a state or territory.
PROCEEDINGS ON BEHALF OF THE 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.
SHARE OPTIONS
At the date of this report, Robe Australia Limited has one (1) unlisted option holder holding unissued ordinary shares in Robe Australia Limited as follows:
| Number | |||
|---|---|---|---|
| Date of | Exercise | under | |
| Grant Date | Expiry | Price | Option |
| 14-Aug-09 | 28-Sep-12 \$0.02 | 25,290,583 |
The 25,290,583 unlisted options were granted to Patersons Securities Limited (PSL) during the year ended 30 June 2010 for an exercise price of \$0.02, replacing the same number of options granted in the prior year for an exercise price of \$0.075, in relation to the final settlement with regard to the sale of the Tolhurst stock broking business. These options expire on 28 September 2012.
At the date of this report, Robe Australia Limited has listed option holders holding unissued ordinary shares in Robe Australia Limited as follows:
| Date of | Exercise | Number | |
|---|---|---|---|
| Grant Date | Expiry | Price | under |
| 06-Jul-11 | 31-Dec-14 \$0.01 | 182,419,135 | |
| 14-Jul-11 | 31-Dec-14 \$0.01 | 100,000,000 |
During the year ended 30 June 2011 and to the date of this report, no ordinary shares of Robe Australia Limited were issued on the exercise of options. Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate or in the interest issue of any other registered scheme.
DIRECTORS' MEETINGS
The number of meetings of Directors (including meetings of committees of Directors) held during the year and the number attended by each Director was as follows:
| Directors meetings | Audit & Risk | Remuneration | Nomination | |||||
|---|---|---|---|---|---|---|---|---|
| Meetings Attended |
Entitled to Attend |
Meetings Attended |
Entitled to Attend |
Meetings Attended |
Entitled to Attend |
Meeting s Attended |
Entitled to Attend |
|
| P Reilly | 15 | 15 | 1 | 1 | - | - | - | - |
| S Stone | 15 | 15 | 1 | 1 | - | - | - | - |
| Peter Bolitho (resigned 31 August 2011) | 15 | 15 | 1 | 1 | - | - | - | - |
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITOR
During or since the end of the financial year, the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums, against costs incurred in defending any writ, summons, application or other originating legal or arbitral proceedings, cross claim or counterclaim issued against or served upon any Director or Officer alleging any wrongful act; or any written or verbal demand alleging any wrongful act communicated to any Director or Officer under any circumstances and by whatever means.
In relation to the other activities of the Company, the Company has not, during or since the financial year, in respect of any person who is or has been an officer of the Company or a related body corporate paid any premiums in regards to indemnification and insurance of Directors and Officers.
No indemnity or insurance is in place in respect of the auditor.
Remuneration Report
This report outlines the remuneration arrangements in place for Directors of Robe Australia Limited and Executives of the consolidated group.
Remuneration Policy
In setting its remuneration arrangements, reference is made to current employment market conditions in the markets in which Robe operates.
The Company's remuneration practices include:
- Base remuneration for staff determined by reference to market conditions;
- Bonuses for staff based on the profitability of Robe's and individual contributions;
- Competitive remuneration of authorised representatives, based on revenue achieved, which may include deferred commissions; and
- Staff equity participation through offers of options and distributions of equity in Robe.
Key elements of the arrangements are reviewed by the Remuneration Committee and revised where appropriate, having regard to prevailing market conditions. Flexibility is retained to vary or make exceptions to the employment arrangements where special circumstances arise.
Executive Director Remuneration
Executive Directors receive base remuneration which is determined by reference to market conditions and are eligible to participate in bonuses and offers of options or equity in Robe.
The remuneration policy is designed to encourage superior performance and long-term commitment to Robe.
Executive Directors do not receive any fees for being Directors of Robe or for attending Board and Board Committee meetings.
All Executive Directors, Non-Executive Directors and responsible executives of Robe are entitled to an Indemnity and Access Agreement under which, inter alia, they are indemnified as far as possible under the law for their actions as Directors and officers of Robe.
During FY 2011 Mr Browne (a former Director of the Company) received work cover payments of \$73,233 as a result of his ill health. Mr Browne's entitlement to receive work cover payments has ceased as at the date of this Report.
Remuneration Report (continued)
Non-Executive Director Remuneration
The remuneration policy for Non-Executive Directors is designed to remunerate them for their time, commitment and responsibilities. They are remunerated for their services from the maximum aggregate amount (currently \$300,000 per annum) approved by shareholders for that purpose. They receive a base fee, which is currently set at \$36,000 per annum effective 1 September 2011 (previously \$45,000 per annum) and where deemed appropriate, an additional fee for Committee and other duties. The Chairman is entitled to receive an additional fee of \$10,000 per annum.
There are no termination payments to Non-Executive Directors on their retirement from office.
The Company's policy for determining the nature and amount of emoluments of Board members and senior executives of the Company is set out below:
Setting Remuneration Arrangements
The Board has established the Remuneration Committee. The current composition of the Remuneration Committee is Mr. Reilly and Mr Stone. This does not conform to the composition suggested by the ASX Corporate Governance Council in that there are only two directors rather than three. To assist Mr Reilly as Chairman, independent advice is sought when he deems this appropriate.
The primary functions of the Remuneration Committee are to assist the Board in developing remuneration policies and in making recommendations to the Board on:
- Executive remuneration and incentive policies;
- The remuneration packages of senior management;
- Robe's recruitment, retention and termination policies for senior management;
- Incentive schemes;
- Superannuation arrangements; and
- The remuneration framework for Directors.
The Remuneration Committee has access to the senior management and can consult independent experts where it considers it necessary to carry out its duties and responsibilities, with all costs borne by the Company.
Executive Officer Remuneration, including Executive Directors
The remuneration structure for Executive Officers, including Executive Directors, is based on a number of factors, including length of service, the particular experience of the individual concerned, and the overall performance of the Company. The contracts for service between the Company and specified Directors and Executives are on a continuing basis, the terms of which are not expected to change in the immediate future. Upon retirement Executive Directors and Executives are paid employee benefit entitlements accrued to the date of retirement.
The Group seeks to emphasise payment for results by providing various cash bonus reward and performance based share option schemes. Bonus incentive payments are based on the achievement of EBITDA and return on capital targets. The bonuses included in Tables 1 and Table 2 below is based on these targets. Performance based options are based on share price growth and return on capital targets. Performance targets for vesting of options and bonus entitlements are measured on an annual basis. The objective of the reward schemes is to reinforce the short and long-term goals of the Company and to encourage alignment of the interests of management and shareholders. Bonuses granted to both Executive Directors and specified Executives are generally paid in mid-August each year.
Remuneration Report (continued)
Employment contracts of Directors and Senior Executives
The employment conditions of Executive Directors and Senior Executives are formalised in contracts of employment. All Executives are permanent employees. The Company may terminate an employment contract without cause by providing four weeks' notice or making payment in lieu of notice. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the case of serious misconduct the Company can terminate employment at any time.
Details of remuneration for the year ended 30 June 2011
The remuneration for each Director and key management executives of the Group during the year was as follows:
Table 1: Remuneration for the year ended 30 June 2011
| Post | Share | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Long-term | Employment | based | |||||||
| Short-term Benefits | Benefits | Benefits | Payments | ||||||
| Cash, | Bonus & | Long | Retirement | ||||||
| Salary & | cash profit | Non-cash | Service | Benefit | Performance | ||||
| Commission | share | benefits | Other | Leave | Entitlement | Options | Total | related | |
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | % | |
| Non-executive Directors | |||||||||
| Peter Reilly (Chairman) | 55,002 | - | - | - | - | - | - | 55,002 | - |
| Shaun Stone | 45,000 | - | - | - | - | - | - | 45,000 | - |
| Peter Bolitho (resigned 31 August 2011) | 45,000 | - | - | - | - | - | - | 45,000 | - |
| Sub-total | 145,002 | - | - | - | - | - | - | 145,002 | - |
| Other key management personnel | |||||||||
| Peter Bolitho (i) | 23,200 | - | - | - | - | 3,500 | - | 26,700 | - |
| Total | 168,202 | - | - | - | - | 3,500 | - | 171,702 | - |
(i) Remuneration received by Mr Bolitho relates to his company secretarial and advisory roles in pursuing the Company's contingent assets.
Remuneration Report (continued)
Details of remuneration for the year ended 30 June 2010
Table 2: Remuneration for the year ended 30 June 2010
| Post | Share | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Long-term | Employment | based | |||||||
| Short-term Benefits | Benefits | Benefits | Payments | ||||||
| Cash, | Bonus & | Long | Retirement | ||||||
| Salary & | cash profit | Non-cash | Service | Benefit | Performance | ||||
| Commission | share | benefits | Other | Leave | Entitlement | Options | Total | related | |
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | % | |
| Non-executive Directors | |||||||||
| Peter Reilly (Chairman) | 55,000 | - | - | - | - | - | - | 55,000 | - |
| Shaun Stone | 45,000 | - | - | - | - | - | - | 45,000 | - |
| Peter Bolitho (appointed 25 November 2009, | |||||||||
| resigned 31 August 2011) | 67,900 | - | - | - | - | - | - | 67,900 | - |
| David Browne (resigned 25 November 2009) (ii) | 60,560 | - | - | - | - | 4,100 | - | 64,660 | - |
| Sub-total | 228,460 | - | - | - | - | 4,100 | - | 232,560 | - |
| Other key management personnel | |||||||||
| Peter Bolitho (up to 25 November 2009) (iii) | 55,382 | - | - | - | - | 4,984 | - | 60,366 | - |
| Total | 283,842 | - | - | - | - | 9,084 | - | 292,926 | - |
(ii) Remuneration includes work cover payments of \$73,233 Mr Browne received as a result of his ill health.
(iii) Remuneration received by Mr Bolitho was prior to his appointment as a non-executive Director effective 25 November 2009.
Options issued as part of remuneration for the year ended 30 June 2011
There were no Options issued to Executives as part of their remuneration.
Company performance, shareholder wealth and Directors' and Executives' remuneration
The past remuneration policy of the Group has been tailored to attract and retain talent and increase goal congruence between shareholders, Directors and Executives. Two methods have been applied in achieving this aim, the first being performance based bonuses and the second being the issue of options to Executives to encourage the alignment of personnel and shareholder interests. During the current year, due to the lower than anticipated result, no executive received performance bonus payments.
As the Group is essentially non-operating during FY 2011, no performance based bonuses or issuance of options were considered by the Board.
| Revenue and other income | 2011 \$0.06m |
2010 \$0.61m |
2009 \$38.5m |
2008 \$75.9m |
2007 \$62.7m |
2006 \$47.2m |
|---|---|---|---|---|---|---|
| Net profit/(loss) before tax | (\$0.33m) | (\$0.41m) | (\$40.6m) | \$3.4m | \$6.0m | \$5.2m |
| Net profit/ (loss) after tax | (\$0.01m) | (\$0.34m) | (\$41.1m) | \$1.9m | \$4.3m | \$3.7m |
| Share price at end of the year | \$0.008 | \$0.008 | \$0.01 | \$0.20 | \$0.54 | \$0.34 |
| Dividend paid/ proposed (cents per share) | Nil | Nil | 0.25 | 1.25 | 2.55 | 2.00 |
Auditor independence
The Directors received the independence declaration from the auditor of Robe Australia Limited as stated on page 28.
Remuneration Report (continued)
Non-audit services
The Company changed its Auditors during the year after approval at the Annual General Meeting of Shareholders on 17 November 2010. The preceding auditors received \$21,400 for the provision of non-audit services during the year ended 30 June 2011. The current Auditors have not received, or are due to receive any remuneration pertaining to non-audit services during the year. Refer to Note 23 for further details.
Signed in accordance with a Resolution of the Directors.
PETER REILLY Chairman
Dated at Melbourne this 28th day of September 2011.

Statement of Comprehensive Income for the year ended 30 June 2011
| Note | Consolidated Group | |||
|---|---|---|---|---|
| 2011 | 2010 | |||
| \$ | \$ | |||
| Continuing operations | ||||
| Revenue | 13,784 | 9,283 | ||
| Other revenue | 2(a) | 46,849 | 32,400 | |
| Total revenue | 60,633 | 41,683 | ||
| Other income | 2(b) | 211,916 | - | |
| Administration costs | 3(a) | (429,268) | (520,990) | |
| Insurance | (16,677) | (8,249) | ||
| Legal fees | (79,421) | (129,204) | ||
| Employee benefits expense | 3(b) | (73,233) | (3,500) | |
| Communication costs | (1,005) | (650) | ||
| Finance costs | 3(c) | (283) | - | |
| Profit/ (Loss) before income tax | (327,338) | (620,910) | ||
| Income tax (expense)/ benefit | 4 | - | - | |
| Profit/ (Loss) from continuing operations after income tax | (327,338) | (620,910) | ||
| Profit/ (Loss) from discontinued operations | 30 | 317,331 | 284,569 | |
| Net profit/ (loss) for the period | (10,007) | (336,341) | ||
| Other comprehensive income | ||||
| Net fair value gains / (losses) on available-for-sale assets | - | (50,631) | ||
| Other comprehensive income for the year, net of tax | - | (50,631) | ||
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | (10,007) | (386,972) | ||
| Profit attributable to members | (10,007) | (336,341) | ||
| Total comprehensive income for the year attributable to members | (10,007) | (386,972) | ||
| Earnings per share (cents per share) from continuing | 2011 | 2010 | ||
| operations | ||||
| Basic earnings per share (cents) | (0.183) | (0.364) | ||
| Diluted earnings per share (cents) | (0.183) | (0.364) | ||
| Earnings per share (cents per share) from discontinued operations |
||||
| Basic earnings per share (cents) | 0.177 | 0.167 | ||
| Diluted earnings per share (cents) | 0.177 | 0.167 | ||
| Total earnings per share (cents per share) | ||||
| Basic earnings per share (cents) | 15 | (0.006) | (0.197) | |
| Diluted earnings per share (cents) | 15 | (0.006) | (0.197) |
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
Statement of Financial Position as at 30 June 2011
| Note | Consolidated Group | ||
|---|---|---|---|
| 2011 | 2010 | ||
| \$ | \$ | ||
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 6 | 220,651 | 760,934 |
| Trade and other receivables | 7 | 12,901 | 20,489 |
| Other current assets | 8 | 7,351 | 94,785 |
| Held for trading financial assets | 9 | 45,316 | 34,586 |
| TOTAL CURRENT ASSETS | 286,219 | 910,794 | |
| TOTAL ASSETS | 286,219 | 910,794 | |
| LIABILITIES CURRENT LIABILITIES |
|||
| Trade and other payables | 10 | 181,173 | 514,474 |
| Provisions | 11 | - | 18,445 |
| Financial liabilities | 12 | - | 175,577 |
| Current tax liabilities | - | 9,719 | |
| TOTAL CURRENT LIABILITIES | 181,173 | 718,215 | |
| NON-CURRENT LIABILITIES | |||
| Provisions | 13 | - | 190,458 |
| TOTAL NON-CURRENT LIABILITIES | - | 190,458 | |
| TOTAL LIABILITIES | 181,173 | 908,673 | |
| NET ASSETS | 105,046 | 2,121 | |
| EQUITY | |||
| Contributed equity | 14 | 51,062,395 | 50,949,463 |
| Accumulated losses | (51,083,802) | (51,073,795) | |
| Reserves | 126,453 | 126,453 | |
| TOTAL EQUITY | 105,046 | 2,121 |
The above statement of financial position should be read in conjunction with the accompanying notes.
Statement of Cash Flows for the year ended 30 June 2011
| Note | Consolidated Group | |||
|---|---|---|---|---|
| 2011 | 2010 | |||
| \$ | \$ | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Receipts from customers | 145,315 | 615,295 | ||
| Payments to suppliers and employees | (476,782) | (1,922,113) | ||
| Dividends received | 4,500 | 32,400 | ||
| Interest received | 13,784 | 29,594 | ||
| Interest paid | (283) | (6,207) | ||
| Net cash used in operating activities | (313,465) | (1,251,031) | ||
| Net Trust bank account movements | (28,716) | (50,048) | ||
| Net cash (used in) / provided by operating activities | (342,181) | (1,301,079) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Proceeds from sale of financial assets | 43,349 | 1,654,924 | ||
| Purchase of investments | (40,000) | (51,965) | ||
| Deferred settlement received | 27,402 | - | ||
| Capital return | 3,150 | - | ||
| Cash transferred to disposed subsidiaries | (344,935) | - | ||
| Net cash provided by / (used in) investing activities | (311,034) | 1,602,959 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Repayment of borrowings | - | (46,397) | ||
| Proceeds from rights issue/ placement of shares | 125,000 | 45,433 | ||
| Payment for share issue costs | (12,068) | - | ||
| Reclassification of cash held in respect to unpresented dividend | - | 70,340 | ||
| Net cash provided by / (used in) financing activities | 112,932 | 69,376 | ||
| Net (decrease) / increase in cash held | (540,283) | 371,256 | ||
| Cash at beginning of the year | 760,934 | 389,678 | ||
| Cash at the end of the year | 6 | 220,651 | 760,934 |
The above statement of cash flows should be read in conjunction with the accompanying notes.
Statement of Changes in Equity for the year ended 30 June 2011
| Asset | |||||
|---|---|---|---|---|---|
| Issued capital |
Retained earnings |
Option reserve |
revaluation reserve |
Total equity |
|
| \$ | \$ | \$ | \$ | \$ | |
| Consolidated Group | |||||
| As at 1 July 2010 | 50,949,463 | (51,073,795) | 126,453 | - | 2,121 |
| Profit/ (loss) for the period | - | (10,007) | - | - | (10,007) |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive income for the year |
- | (10,007) | - | - | (10,007) |
| Transaction with owners in their | |||||
| capacity as owners | |||||
| Placement of shares during the year | 125,000 | - | - | - | 125,000 |
| Share Issue costs | (12,068) | - | - | - | (12,068) |
| Balance at 30 June 2011 | 51,062,395 | (51,083,802) | 126,453 | - | 105,046 |
| As at 1 July 2009 | 50,904,030 | (50,737,454) | 367,207 | 50,631 | 584,414 |
| Loss for the period | - | (336,341) | - | - | (336,341) |
| Other comprehensive income | - | - | - | (50,631) | (50,631) |
| Total comprehensive income for the year |
- | (336,341) | - | (50,631) | (386,972) |
| Transaction with owners in their capacity as owners |
|||||
| Rights issue during the year | 45,433 | - | - | - | 45,433 |
| Write-back of options | - | - | (240,754) | - | (240,754) |
| Balance at 30 June 201 0 | 50,949,463 | (51,073,795) | 126,453 | - | 2,121 |
The above statement of changes in equity should be read in conjunction with the accompanying notes.
Note 1: Statement of significant accounting policies
The financial report is a general purpose financial report prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
The financial report covers the consolidated group of Robe Australia Limited and controlled entities. Robe Australia Limited is a listed public Company, incorporated and domiciled in Australia.
The financial report of Robe Australia Limited and controlled entities comply with all International Financial Reporting Standards (IFRS) in their entirety.
The following is a summary of the material accounting policies adopted by the consolidated group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
Basis of preparation
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which fair value basis of accounting has been applied.
Going concern assumption
The financial report has been prepared on a going concern basis as the Directors believe that the Company can continue as a going concern as steps have been taken to minimise expenditure despite the Company having no active operations. In addition, the Company commenced capital raising initiatives during the year including a placement issue of 25,000,000 shares completed in April 2011. Further capital raisings were completed in July 2011 and the Board is now considering a number of strategic investments options. It is the Board's view that the Company will actively seek to backdoor list another business into the listed structure within the next 6 to12 months and the Company will be recapitalized during this period.
Accounting policies
a) Principles of consolidation
A controlled entity is any entity controlled by Robe Australia Limited whereby Robe Australia Limited has the power to control the financial and operating policies of an entity so as to obtain benefits from its activities.
A list of controlled entities is contained in Note 18 on page 53 to the financial statements. All controlled entities have a 30 June financial year end.
Investments in controlled entities held by Robe Australia Limited are accounted for at cost in the separate financial statement of the parent entity less any impairment charges.
All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.
Where controlled entities have entered or left the controlled group during the year, their operating results have been included / excluded from the date control was obtained or until the date control ceased. If applicable, non-controlling interests in the entity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.
Note 1: Summary of significant accounting policies (continued)
b) Taxes
Income taxes
The charge for current income tax expense is based on the profit for the period adjusted for any nonassessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.
Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.
Deferred tax is not recognised for taxable temporary differences arising on the recognition of indefinite life intangibles including goodwill and trademarks.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Robe Australia Limited formed an income tax consolidated group under the Tax Consolidation Regime effective 1 July 2003, and its wholly-owned Australian subsidiaries were members of the tax consolidated group. Under Australian Accounting Interpretation 1052, each entity in the group recognises its own current and deferred tax amounts, except for any deferred tax assets resulting from unused tax losses and tax credits assumed by the head entity. As Robe has disposed all of its subsidiaries on 30 September 2010, there are currently no members of the tax consolidated group.
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.
Note 1: Summary of significant accounting policies (continued)
c) Leases
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to entities in the economic entity are classified as finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over their estimated useful lives where it is likely that the economic entity will obtain ownership of the asset or over the term of the lease.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. The Company had accrued lease liabilities in respect to its Perth lease up to 31 October 2011, representing the expiry date of that lease (refer Note 13). The lease rights and obligations were held by Tolhurst Pty Ltd, which was disposed of effective 30 September 2010.
Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.
d) Financial instruments
Recognition
Financial instruments are initially measured at fair value on trade date, which includes transaction costs for financial assets and liabilities not at fair value through the profit and loss, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.
Held for trading financial assets
A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the profit and loss in the statement of comprehensive income in the period in which they arise.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.
Held-to-maturity investments
These investments have fixed maturities, and it is the group's intention to hold these investments to maturity. Any held-to-maturity investments held by the group are stated at amortised cost using the effective interest rate method.
Available-for-sale financial assets
Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.
Note 1: Summary of significant accounting policies (continued)
d) Financial instruments (continued)
Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.
Impairment
At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a significant prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the profit and loss in statement of comprehensive income.
e) Impairment of assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the profit and loss in statement of comprehensive income.
Impairment testing is performed annually for goodwill and other intangible assets.
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.
f) Investment in associates
Investments in associate companies are recognised in the financial statements by applying the equity method of accounting where significant influence is exercised over an investee. Significant influence exists where the investor has the power to participate in the financial and operating policy decisions of the investees but does not have control or joint control over those policies. The equity method of accounting recognises the group's share of post acquisition reserves of its associates.
g) Contributed equity
Ordinary shares are classified as contributed equity. Incremental costs directly attributable to the issue of new shares or options are shown in as a deduction, net of tax, from the proceeds.
h) Employee benefits
Provision is made for the company's liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs.
Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
Note 1: Summary of significant accounting policies (continued)
i) 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 results and that outflow can be reliably measured.
j) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-borrowings in current liabilities on the statement of financial position.
The Cash Trust account is used for the retention of client funds and is subject to the regulations under the ASX Market Rules. The Cash Trust account was disposed of upon the sale of Tolhurst Pty Ltd during the year.
Cash flows are presented in the statement of cash flows on a gross basis, except for customer account transactions and the GST component of investing and financing activities, which are disclosed as operating cash flows.
k) Revenue recognition
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.
Revenue from share trading is recognised at the date an unconditional contract is entered into.
Revenue from the rendering of a service including financial planning is recognised upon the delivery of the service to the customers.
All revenue is stated net of the amount of goods and services tax (GST).
l) Finance costs
Finance 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 finance costs are recognised in income in the period in which they are incurred.
m) Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
n) Presentation Currency
The functional currency of each of the group's entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.
Note 1: Summary of significant accounting policies (continued)
o) Critical accounting estimates and judgements
The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.
Key estimates – earnings multiple used for fair value calculation of unlisted financial assets.
Fair value for unlisted financial assets is determined by using a multiple of three times trail income in accordance with industry practice for the valuation of such investments.
Key estimates - impairment
The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to the impairment of assets. When an impairment trigger exists, the recoverable amount of the asset is determined.
Key estimates – provision for contingent liabilities
In determining the level of provision required for contingent liabilities, the Group has made judgements in respect of the existing provisions for claims against the subsidiaries resulting from their holding of an Australian Financial Services Licence. The judgements have had regard to the number of complaint cases recorded on the Group's register and the likelihood that the Group will be liable for such claims and an estimate of costs in satisfying such claims. Historical experience and current knowledge of any existing claims has been used in determining this provision.
p) Adoption of new and revised standards
The Group has adopted the following new and amended Australian Accounting Standard and AASB interpretations from 1 July 2010. Adoption of these revised standards did not have any material effect on the financial performance or position of the Group.
AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project
Introduces amendments into Accounting Standards that are equivalent to those made by the IASB under its program of annual improvements to its standards. A number of the amendments are largely technical, clarifying particular terms, or eliminating unintended consequences. Other changes are more substantial, such as the current / non-current classification of convertible instruments, the classification of expenditures on unrecognised assets in the statement of cash flows and the classification of leases of land and buildings.
AASB 2009-8 Amendments to Australian Accounting Standards – Group Cash-settled Share-based Payment Transactions.
This Standard makes amendments to Australian Accounting Standard AASB 2 Share-based Payment and supersedes Interpretation 8 Scope of AASB 2 and Interpretation 11 AASB 2 – Group and Treasury Share Transactions.
The amendments clarify the accounting for group cash-settled share-based payment transactions in the separate or individual financial statements of the entity receiving the goods or services when the entity has no obligation to settle the share-based payment transaction.
The amendments clarify the scope of AASB 2 by requiring an entity that receives goods or services in a share-based payment arrangement to account for those goods or services no matter which entity in the group settles the transaction, and no matter whether the transaction is settled in shares or cash.
Note 1: Summary of significant accounting policies (continued)
p) Adoption of new and revised standards (continued)
AASB 2009-10 Amendments to Australian Accounting Standards – Classification of Rights Issues
The amendment provides relief to entities that issue rights in a currency other than their functional currency, from treating the rights as derivatives with fair value changes recorded in profit or loss. Such rights will now be classified as equity instruments when certain conditions are met.
AASB 2009-12 Amendments to Australian Accounting Standards
This amendment makes numerous editorial changes to a range of Australian Accounting Standards and Interpretations. The amendment to AASB 124 clarifies and simplifies the definition of a related party as well as providing some relief for government-related entities (as defined in the amended standard) to disclose details of all transactions with other government-related entities (as well as with the government itself).
AASB 2009-13 Amendments to Australian Accounting Standards arising from Interpretation 19
This amendment to AASB 1 allows a first-time adopter may apply the transitional provisions in Interpretation 19 as identified in AASB 1048.
Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments
This interpretation clarifies that equity instruments issued to a creditor to extinguish a financial liability are "consideration paid" in accordance with paragraph 41 of IAS 39. As a result, the financial liability is derecognised and the equity instruments issued are treated as consideration paid to extinguish that financial liability.
The interpretation states that equity instruments issued in a debt for equity swap should be measured at the fair value of the equity instruments issued, if this can be determined reliably. If the fair value of the equity instruments issued is not reliably determinable, the equity instruments should be measured by reference to the fair value of the financial liability extinguished as of the date of extinguishment.
AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project
Amends a number of pronouncements as a result of the IASB's 2008-2010 cycle of annual improvements to provide clarification of certain matters.
The key clarifications include:
- The measurement of non-controlling interests in a business combination
- Transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised AASB 3 Business Combinations (2008)
- Transition requirements for amendments arising as a result of AASB 127 Consolidated and Separate Financial Statements.
Note 1: Summary of significant accounting policies (continued)
q) New standards and interpretations not yet adopted
The following standards, amendments to standards and interpretations have been identified as those that may impact the entity in the period of initial application. They are available for early adoption at 30 June 2011, but have not been applied in preparing this financial report:
| Standard / Interpretation |
Summary | Application date of standard* |
Application date for Group* |
|---|---|---|---|
| AASB 2009-11 Amendments to Australian Accounting |
The revised Standard introduces a number of changes to the accounting for financial assets, the most significant of which includes: |
1 January 2013 |
1 July 2013 |
| Standards arising from AASB 9 |
• two categories for financial assets being amortised cost or fair value; |
||
| • removal of the requirement to separate embedded derivatives in financial assets; |
|||
| • strict requirements to determine which financial assets can be classified as amortised cost or fair value, financial assets can only be classified as amortised cost if (a) the contractual cash flows from the instrument represent principal and interest and (b) the entity's purpose for holding the instrument is to collect the contractual cash flows; |
|||
| • an option for investments in equity instruments which are not held for trading to recognise fair value changes through other comprehensive income with no impairment testing and no recycling through profit or loss on derecognition; |
|||
| • reclassifications between amortised cost and fair value no longer permitted unless the entity's business model for holding the asset changes; |
|||
| • changes to the accounting and additional disclosures for equity instruments classified as fair value through other comprehensive income. |
|||
| AASB 2010-2 | This Standard gives effect to Australian Accounting Standards - Reduced Disclosure Requirements. AASB 1053 provides further |
30 June 2014 | 1 July 2014 |
| Amendments to Australian Accounting Standards arising from reduced disclosure requirements |
information regarding the differential reporting framework and the two tiers of reporting requirements for preparing general purpose financial statements. |
||
| AASB 2010-4 | Emphasises the interaction between quantitative and qualitative AASB 7 disclosures and the nature and extent of risks |
31 December 2011 |
1 July 2012 |
| Further Amendments to Australian |
associated with financial instruments. | ||
| Accounting Standards arising from the Annual Improvements Project |
Clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements. |
||
| Provides guidance to illustrate how to apply disclosure principles in AASB 134 for significant events and transactions. |
|||
| Clarify that when the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme, is to be taken in account. |
Note 1: Summary of significant accounting policies (continued)
| Standard / Interpretation |
Summary | Application date of standard* |
Application date for Group* |
|---|---|---|---|
| AASB 1053 Application of Tiers of Australian Accounting |
This Standard establishes a differential financial reporting framework consisting of two Tiers of reporting requirements for preparing general purpose financial statements: |
30 June 2014 | 1 July 2014 |
| Standards | a) Tier 1: Australian Accounting Standards; and | ||
| b) Tier 2: Australian Accounting Standards - Reduced Disclosure Requirements. |
|||
| Tier 2 comprises the recognition, measurement and presentation requirements of Tier 1 and substantially reduced disclosures corresponding to those requirements. |
|||
| The following entities apply Tier 1 requirements in preparing general purpose financial statements: |
|||
| a) for-profit entities in the private sector that have public accountability (as defined in this Standard); and |
|||
| b) the Australian Government and State, Territory and Local Governments. |
|||
| The following entities apply either Tier 2 or Tier 1 requirements in preparing general purpose financial statements: |
|||
| a) for-profit private sector entities that do not have public accountability; |
|||
| b) all not-for-profit private sector entities; and | |||
| c) public sector entities other than the Australian Government and State, Territory and Local Governments. |
|||
| AASB 1054 Australian Additional |
This standard is as a consequence of phase 1 of the joint Trans Tasman Convergence project of the AASB and FRSB. |
30 June 2012 | 1 July 2012 |
| Disclosures | This standard relocates all Australian specific disclosures from other standards to one place and revises disclosures in the following areas: |
||
| (a) Compliance with Australian Accounting Standards; | |||
| (b) The statutory basis or reporting framework for financial statements; |
|||
| (c) Whether the financial statements are general purpose or special purpose; |
|||
| (d) Audit fees; | |||
| (e) Imputation credits; and | |||
| (f) reconciliation of net operating cash flow to profit (loss). | |||
| AASB 2010-05 Amendments to Australian Accounting Standards |
The Standard makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of International Financial Reporting Standards by the International Accounting Standards Board. |
31 December 2011 |
1 July 2012 |
Note 1: Summary of significant accounting policies (continued)
| Standard / Interpretation |
Summary | Application date of standard* |
Application date for Group* |
|---|---|---|---|
| AASB 2011-1 Amendments to Australian Accounting Standards arising from the Trans Tasman Convergence project |
This Standard amendments many Australian Accounting Standards, removing the disclosures which have been relocated to AASB 1054. |
30 June 2012 | 1 July 2012 |
| AASB 13 Fair Value Measurement |
AASB 13 establishes a single source of guidance under AASB for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value under AASB when fair value is required or permitted by AASB. Application of this definition may result in different fair values being determined for the relevant assets. AASB 13 also expands the disclosure requirements for all assets or liabilities carried at fair value. This includes information about the assumptions made and the qualitative impact of those assumptions on the fair value determined. |
31 December 2013 |
1 July 2014 |
All other pending Standards issued between the previous financial report and the current reporting dates have no application to the Group and its consolidated entities.
The financial statements have been authorised for issue by the Board of Directors on 28 September 2011.
Note 2: Revenue
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| \$ | \$ | |
| (a) Other revenue | ||
| Divdends received | 4,500 | 32,400 |
| Profit from sale of shares | 42,349 | - |
| 46,849 | 32,400 | |
| (b) Other income | ||
| Net balance sheet adjustments on sale of subsidiaries | 143,780 | - |
| Reimbursement from workcover | 86,326 | - |
| Fair value movements on held for trading assets | (29,269) | - |
| Other | 11,079 | - |
| 211,916 | - |
Note 3: Expenses
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| \$ | \$ | |
| (a) Administrative expenses | ||
| Financial administration and consultancy | 172,800 | 191,120 |
| Directors fees | 140,002 | 148,752 |
| Audit fees | 61,400 | 63,800 |
| ASX listing and share registry fees | 30,662 | 47,858 |
| (b) Employee benefits expense/ (benefit) | ||
| Workcover disbursement | (73,233) | - |
| Superannuation | - | (3,500) |
| (c) Finance costs | ||
| Interest paid - external | (283) | - |
Note 4: Income tax
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| \$ | \$ | |
| (a) Income tax expense | ||
| The major components of tax expense are: | ||
| Income Statement | ||
| Current income tax | ||
| Current income tax charge | - | - |
| Under/ (over) provision in respect of prior years | - | 7,297 |
| Deferred income tax | ||
| Deferred tax in relation to business combinations | - | - |
| Under/ (over) provision in respect of prior years | - | (85,219) |
| - | (77,922) |
(b) Numerical reconciliation between aggregate tax expense recognised in the statement of comprehensive income and tax expense calculated per the statutory income tax rate
A reconciliation between tax expense and the product of accounting losses before income tax multiplied by the Group's applicable income tax rate is as follows:
| Accounting loss before tax from continuing operations | (327,338) | (620,910) |
|---|---|---|
| Profit/(loss) before tax from discontinued operations | 326,797 | 206,647 |
| Total accounting losses before income tax | (541) | (414,263) |
| Prima facie tax expense/ (benefit) on profit or loss before income tax at 30 % (2010: 30%) |
(162) | (124,279) |
| - adjustments in respect of current income tax of previous years | - | 7,297 |
| - non deductible expenditure | - | 2,667 |
| - other assessable items | - | 4,166 |
| - other non allowable items | - | - |
| - unrecognised temporary differences and tax losses | 162 | 170,419 |
| - under/ (over) provision of tax in prior year | (9,466) | - |
| - other non-assessable items | - | (138,192) |
| Aggregate Income tax expense/ (benefit) | (9,466) | (77,922) |
| Aggregate Income tax expense is attributable to: | ||
| Continuing operations | - | - |
| Discontinued operations | (9,466) | (77,922) |
| (9,466) | (77,922) | |
Note 4: Income tax (continued)
(c) Recognised deferred tax assets and liabilities
| Consolidated | ||||
|---|---|---|---|---|
| 2011 | 2011 | 2010 | 2010 | |
| \$ | \$ | \$ | \$ | |
| Current | Deferred | Current | Deferred | |
| income tax | income tax | income tax | income tax | |
| Opening balance | - | - | - | (85,219) |
| Charged to income | - | - | - | 85,219 |
| Charged to equity | - | - | - | - |
| Other payments | - | - | - | - |
| Acquisitions/ Disposals | - | - | - | - |
| Closing balance | - | - | - | - |
| Tax expense/ (benefit) in statement of comprehensive income | - | (85,219) | ||
| Amounts recognised in the statement of financial positions: | ||||
| Deferred tax asset | - | - | ||
| Deferred tax liability | - | - | ||
| - | - |
| Statement of financial position 2011 |
2010 | |
|---|---|---|
| Deferred income tax at 30 June relates to the following: | \$ | \$ |
| Consolidated (i) Deferred tax liabilities Available for sale financial assets |
- | - |
| Gross deferred tax liabilities | - | - |
| Set-off of deferred tax assets Net deferred tax liabilities |
- - |
- - |
| (ii) Deferred tax assets Available for sale financial assets Gross deferred tax assets |
- - |
- - |
| Set-off of deferred tax liabilities Net deferred tax assets |
- - |
- - |
(d) Tax losses
The Group has Australian capital losses and revenue losses from previous years for which no deferred tax assets have been recognised. The availability to carry forward these losses is uncertain.
Note 5: Dividends paid and proposed
| 2011 | 2010 |
|---|---|
| \$ | \$ |
Distributions proposed or paid
No final dividend has been proposed or paid during the year (2010: \$nil).
Franking Account
| Balance of franking account at year-end | 6,096,611 | 6,096,611 |
|---|---|---|
| 6,096,611 | 6,096,611 |
Note 6: Current assets - cash and cash equivalent
| 2011 | 2010 | |
|---|---|---|
| \$ | \$ | |
| Cash at bank and in hand | 220,651 | 700,196 |
| Short-term deposits | - | 32,022 |
| Cash held on behalf of others | - | 28,716 |
| Cash at bank and in hand | 220,651 | 760,934 |
Reconciliation to statement of cash flows
For the purposes of the statement of cash flow, cash and cash equivalents are comprised of the following at 30 June:
| Cash at bank and on hand | 220,651 | 760,934 |
|---|---|---|
| 220,651 | 760,934 |
Note 7: Current assets - trade and other receivables
| Consolidated | |
|---|---|
| 2011 | |
| \$ | \$ |
| 18,190 | 82,485 |
| (14,466) | (82,485) |
| - | 6,754 |
| 9,177 | 12,696 |
| - | 1,039 |
| 12,901 | 20,489 |
Provision for Impairment of Receivables
A provision for impairment is recognised when there is objective evidence that an individual receivable is impaired. These amounts have been included in the other expenses item. Movement in the provision for impairment of receivables is as follows:
| Consolidated Current other receivables |
Balance 1 July 2010 \$ 82,485 82,485 |
Charge for the year \$ - - |
Amounts written off \$ (68,019) (68,019) |
Closing Balance 30 June 2011 \$ 14,466 14,466 |
|---|---|---|---|---|
| p g Balance 1 July 2009 |
Charge for the year |
Amounts written off |
Closing Balance 30 June 2010 |
|
| Consolidated | \$ | \$ | \$ | \$ |
| Current other receivables | 437,816 | 82,485 | (437,816) | 82,485 |
| Note 8: Current assets - other | 437,816 | 82,485 | (437,816) | 82,485 |
| 2011 \$ |
2010 \$ |
|||
| Prepayments | 7,351 | 46,785 | ||
| Lease recovery receivable | - | 48,000 | ||
| 7,351 | 94,785 |
Note 9: Current assets - financial assets
| 2011 | 2010 | |
|---|---|---|
| \$ | \$ | |
| Held for trading financial assets | 45,316 | 34,586 |
| 45,316 | 34,586 |
Note 10: Current liabilities - trade and other payables
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| \$ | \$ | |
| Other payables and accruals | 181,173 | 514,474 |
| 181,173 | 514,474 |
Note 11: Current liabilities - provisions
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| \$ | \$ | |
| Provision for lease make good | - | 18,445 |
| - | 18,445 |
Note 12: Current liabilities - financial liability
| 2011 | 2010 | |
|---|---|---|
| \$ | \$ | |
| Lease liability | - | 175,577 |
| - | 175,577 | |
The Company's subsidiaries that were disposed of effective 30 September 2010 had:
- Accrued lease liabilities in respect to its Perth premises that expire 31 October 2011 of \$175,577 of which \$61,425 is for the period 1 November 2010 to 31 October 2011.
- The Australia and New Zealand Banking Group Limited (ANZ) has provided a guarantee in favour of St Martins Centre Pty Ltd, in the amount of \$89,500 to secure the Perth Lease. This guarantee is secured by way of a Banker's Undertaking from the Westpac Banking Corporation provided on account of the sub-tenant to the Perth premises.
- The ANZ has provided guarantee in favour of ISPT Pty Ltd, in the amount of \$55,346 to secure the Brisbane Lease. The obligation pertaining to this guarantee has been settled at reporting date and ISPT Pty Ltd has returned the guarantee to the Company.
- The National Australia Bank Limited (NAB) has provided guarantee in favour of the Australian Securities and Investments Commission (in the amount of \$20,000 to secure the Australian Financial Services License held by A.C.N. 079 121 136 Pty Ltd). This guarantee is secured by a term deposit of \$20,000 held with NAB.
Subsequent to the disposal of subsidiaries, Robe no longer has an obligation to these liabilities.
Note 13: Non-current liability – provisions
| Consolidated | |||
|---|---|---|---|
| 2011 | 2010 | ||
| \$ | \$ | ||
| Provision for contingent claims | - | 190,458 | |
| - | 190,458 |
Note 14: Contributed equity
| Ordinary shares | 2011 | 2010 |
|---|---|---|
| \$ | \$ | |
| Issued and fully paid | 51,062,395 | 50,949,463 |
| Movement in shares on issue | Unit | Unit |
| At the beginning of the reporting period | 173,628,702 | 169,498,410 |
| Rights issue acceptances (April 2010) | - | 4,130,292 |
| Placement of shares (April 2011) | 25,000,000 | - |
| At 30 June | 198,628,702 | 173,628,702 |
Note 15: Earnings per share
| Profit/ (loss) used in calculating basic and | 2011 \$ |
2010 \$ |
|---|---|---|
| diluted earnings per share (EPS) | (10,007) | (336,341) |
| Unit | Unit | |
| Weighted average number of ordinary shares outstanding used in calculating basic EPS Weighted average number of options outstanding |
178,628,702 - |
170,360,779 - |
| Weighted average number of ordinary shares outstanding used in calculating dilutive basic EPS |
178,628,702 | 170,360,779 |
Note 16: Key management personnel
(a) Names and positions held of economic and parent entity key management personnel in office at any time during the financial year are:
| Key management personnel | Position |
|---|---|
| Peter Reilly | Non-executive Chairman |
| Shaun Stone | Non-executive Director |
| Peter Bolitho | Non-executive Director (resigned 31 August 2011) and Company Secretary (ongoing) |
| Rob Hodby | Non-executive Director (appointed 16 August 2011) |
(b) Compensation for key management personnel
| Consolidated | ||
|---|---|---|
| 2011 * | 2010 | |
| \$ | \$ | |
| Short-term employee benefits | 171,702 | 292,926 |
| Post-employment benefits | - | - |
| Other long -term benefits | - | - |
| Termination benefits | - | - |
| Share-based payment | - | - |
| Total compensation | 171,702 | 292,926 |
* Apart from the non-executive directors, there were no other key management personnel employed during the year ended 30 June 2011 and the Board has delegated operational responsibility to contracted third parties who report to the Board on a monthly basis.
(c) Options and rights holdings held by key management personnel
| Balance 1.7.2010 |
Granted | Options exercised |
Net other change |
Balance 30.6.2011 |
Total vested 30.6.2011 |
Vested & exercisable 30.6.2011 |
Vested & unexercisable 30.6.2011 |
|
|---|---|---|---|---|---|---|---|---|
| Directors | ||||||||
| Peter Reilly | - | - | - | - | - | - | - | - |
| Peter Bolitho (resigned 31 | ||||||||
| August 2011) | - | - | - | - | - | - | - | - |
| Shaun Stone | - | - | - | - | - | - | - | - |
| Balance 1.7.2009 |
Granted | Options exercised |
Net other change |
Balance 30.6.2010 |
Total vested 30.6.2010 |
Vested & exercisable 30.6.2010 |
Vested & unexercisable 30.6.2010 |
|
|---|---|---|---|---|---|---|---|---|
| Directors | ||||||||
| Peter Reilly | - | - | - | - | - | - | - | - |
| David Browne (resigned 25 | ||||||||
| November 2009) | - | - | - | - | - | - | - | - |
| Peter Bolitho (resigned 31 | ||||||||
| August 2011) | - | - | - | - | - | - | - | - |
| Shaun Stone | - | - | - | - | - | - | - | - |
| Allyn Chant (i) | 6,976,948 | - | - | (6,976,948) | - | - | - | - |
(i) 6,976,948 options held by Allyn Chant have been forfeited as a result of his termination of employment effective 4 September 2009.
Note 16: Key management personnel (continued)
(d) Shareholdings held by key management personnel
| Ordinary Shares | |||||
|---|---|---|---|---|---|
| Balance 1.7.2010 |
Granted | On Exercise of Options |
Net Change Other |
Balance 30.6.2011 |
|
| Directors | |||||
| Peter Reilly (i) | 21,895,371 | - | - | - | 21,895,371 |
| Shaun Stone | 30,000 | - | - | - | 30,000 |
| Peter Bolitho (resigned 31 | |||||
| August 2011) | - | - | - | - | - |
| Ordinary Shares | |||||
|---|---|---|---|---|---|
| Balance | On Exercise | Net Change | Balance | ||
| 1.7.2009 | Granted | of Options | Other | 30.6.2010 | |
| Directors | |||||
| Peter Reilly (i) | 32,843,057 | - | - | (10,947,686) | 21,895,371 |
| Shaun Stone | 15,000 | - | - | 15,000 | 30,000 |
| Peter Bolitho (resigned 31 | |||||
| August 2011) | - | - | - | - | - |
| David Browne (i) (ii) | 32,843,057 | - | - | (27,369,214) | 5,473,843 |
(i) Ownership held by Daptha Pty Ltd, custodian for the Daptha Joint Venture. Both Mr Reilly and Mr Browne are directors and major shareholders of Daptha Pty Ltd.
(ii) Daptha Pty Ltd, as custodian for the Daptha Joint Venture, a company controlled by directors Mr Browne and Mr Reilly was used to hold their shares in Robe Australia Limited up to 30 June 2010 at which time this structure was unwound. Mr David Browne resigned as director of Robe Australia Limited effective 25 November 2009.
Note 17: Statement of cash flow reconciliation
| 2011 \$ |
2010 \$ |
|
|---|---|---|
| (a) Reconciliation of net profit after tax to net cash flows from operations |
||
| Net profit/(loss) | (10,007) | (336,341) |
| Adjustments for: | ||
| Net adjustment to provision for impairment of receivables | (3,282) | (314,971) |
| Provision for claims/ (write-back) | 30,112 | (190,456) |
| Profit accounted for on disposal of subsidiaries | (317,331) | - |
| Net unrealised loss in value of investments | 29,269 | |
| Share options expensed/ (write-back) | - | (240,754) |
| Changes in asset and liabilities | ||
| (Increase)/decrease in trade and other receivables | (22,537) | 1,298,531 |
| (Increase)/decrease in prepayments | 21,900 | 388,278 |
| (Decrease)/increase in trade and other payables | (90,750) | (1,838,592) |
| (Decrease)/increase in provisions | 20,445 | 18,445 |
| (Decrease)/Increase in deferred tax liabilities | - | (85,219) |
| Net cash used in operating activities | (342,181) | (1,301,079) |
Note 18: Controlled entities
| Percentage Owned (%) | ||
|---|---|---|
| 2011 | 2010 | |
| ACN 077 115 112 Pty Ltd (formerly William Noall Holdings Limited) | 0% | 100% |
| ACN 079 121 136 Pty Ltd (formerly Community & Corporate Financial Services Pty Ltd) | 0% | 100% |
| D&D Nominees Pty Ltd | 0% | 100% |
| Tolhurst Pty Ltd (formerly Tolhurst Limited) | 0% | 100% |
All subsidiaries owned by the Group up to 30 September 2010 were incorporated in Australia and percentage of voting power is in proportion to ownership. Robe Australia Limited was the parent entity of the Group. The Group has no subdiaries as at 30 June 2011.
Please refer to Note 30 for details of discontinued operations.
Note 19: Operating segments
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the executive management team and the Board (the chief operating decision makers) in assessing performance and in determining the allocation of resources.
The existing operating segments are identified by management based on the manner in which the Group's operations were carried in the ensuing period following the disposal of the Group's businesses during the previous financial year. Discrete financial information about each of these operating businesses is reported to the Board on at least a monthly basis.
The reportable segments are based on aggregated operating segments determined by the similarity of the asset base and revenue or income streams, as these are the sources of the Group's major risks and have the most effect on the rates of return. The Group's segment information for the current reporting period is reported based on the following segments:
Funds and wealth management
The Group was in receipt of passive financial planning and money market trail income associated with funds investment services provided to domestic and international clients which have not been transferred to the purchasers of the Group's businesses as at 30 June 2010. Subsequently these entities were sold in October 2010 and their activities are reflected as discontinued services The Group does not provide any active services in relation to funds and wealth management and the revenue received is purely in relation to historical services provided by the Group.
Unallocated
Unallocated expenses and assets relate to expenses incurred and assets held by the parent company which is a non-operating entity holding existing investment assets and which provides management expertise in respect to corporate and ASX compliance and assessment of future investment opportunities. Profit or loss relating to discontinued segments or deregistered entities during the year have not been allocated to any particular segment.
The Group's segment information for the previous corresponding period has been re-stated to conform to AASB 8 and is reported based on the following segments:
Corporate
This segment reflects the overheads associated with maintaining the ASX listed Robe corporate structure and managing the sale of the Groups subsidiaries including meeting statutory and regulatory costs.
Discontinued Operations
This includes segments in discontinued operations during the previous year covering:
• Funds and Wealth Management - reflects investment services to domestic and international clients and the receipt of legacy income streams.
Robe Australia Limited had no operating entities during the period.
Total revenues and assets are within one geographical area, Australia.
Note 19: Operating segments (continued)
| Operating Segments 2011 | ||||||
|---|---|---|---|---|---|---|
| Discontinued Operations \$ |
Corporate \$ |
Total \$ |
||||
| Year ended 30 June 2011 | ||||||
| Revenue | ||||||
| Sales to customers | 28,942 | 60,633 | 89,575 | |||
| Inter-segment revenue | - | - | - | |||
| Total segment revenue | 28,942 | 60,633 | 89,575 | |||
| Segment net operating profit after tax | 317,331 | (327,338) | (10,007) | |||
| Interest revenue | 4,110 | 13,784 | 17,894 | |||
| Interest expense | 3 | 283 | 286 | |||
| Segment assets as at 30 June 2011 | - | 286,219 | 286,219 | |||
| Segment liabilities as at 30 June 2011 | - | 181,173 | 181,173 |
| Operating Segments 2010 | |||||
|---|---|---|---|---|---|
| Discontinued Operations |
Corporate | Total | |||
| \$ | \$ | \$ | |||
| Year ended 30 June 2010 | |||||
| Revenue | |||||
| Sales to customers | 566,756 | 41,683 | 608,439 | ||
| Inter-segment revenue | - | - | - | ||
| Total segment revenue | 566,756 | 41,683 | 608,439 | ||
| Segment net operating profit after tax | 284,569 | (620,910) | (336,341) | ||
| Interest revenue | 20,218 | 9,283 | 29,501 | ||
| Interest expense | (6,207) | - | (6,207) | ||
| Segment assets as at 30 June 2010 | 90,860 | 819,934 | 910,794 | ||
| Segment liabilities as at 30 June 2010 | 408,189 | 500,484 | 908,673 |
Note 20: Share-based payments
| Weighted | Weighted | |||
|---|---|---|---|---|
| Number of | average | Number of | average | |
| options | exercise price | options | exercise price | |
| \$ | (cents) | \$ | (cents) | |
| Outstanding at 1 July 2010 | 25,290,583 | 2.0 | 32,267,531 | 15.2 |
| Granted * | - | - | 25,290,583 | 2.0 |
| Forfeited | - | - | (32,267,531) | 15.2 |
| Exercised | - | - | - | - |
| Lapsed | - | - | - | - |
| Outstanding at 30 June 2011 | 25,290,583 | 2.0 | 25,290,583 | 2.0 |
| Exercisiable at 30 June 2011 | 25,290,583 | 2.0 | 25,290,583 | 2.0 |
*25,290,583 unlisted options were granted to Paterson Securities Limited (PSL) for an exercise price of 2 cents during FY2010 (replacing the same number of options granted for an exercise price of 7.5 cents during the previous financial year) in relation to the final settlement with regards to the sale of the Tolhurst broking business. These options expire on 28 September 2012.
During the year the Company undertook a placement of 25 million Shares at 0.5 cents with an attaching free option exercisable at 1 cent on or before 31 December 2014. No options were issued pursuant to this placement as at 30 June 2011.
The options outstanding at 30 June 2011 had a weighted average exercise price of 2 cents and a weighted average remaining contractual life of 1.25 years.
The price was calculated using the binomial and binomial Monte-Carlo option pricing model applying the following inputs:
| Exercise price range | \$0.02 |
|---|---|
| Life of options range | 15 months |
| Underlying share price | \$0.008 |
| Expected share price volatility | 40% to 45% |
| Dividend yield | nil% |
| Risk free interest rate | 5% |
Historical volatility has been the basis for determining expected share price volatility as it assumes that this is indicative of future tender, which may not eventuate. When applicable, market conditions have been built into the options pricing model to reflect the likelihood of those conditions being met. Historical data has been used to determine dividend yield and option life.
Note 21: Events after reporting date
During the year, the Company conducted a successful placement of 25 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising \$125,000 (before costs). Further capital raisings occurred in July 2011 with a placement of 75 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising \$375,000 (before costs) and a subsequent oversubscribed 2:3 rights issue with a free attaching option exercisable at 1 cent on or before 31 December 2014, which closed on 26 July 2011 raising a further \$912,096 (before costs).
Note 22: Related party transactions
Mr Giles was a director of Tolhurst Pty Ltd, a wholly-owned subsidiary of Robe Australia Limited, which has subsequently been sold. Mr Giles is an advisor to the Board of Robe Australia Limited and earns fees for consultancy through his companies, Salmon Giles Pty Ltd and Salmon Giles Corporate Pty Ltd. Fees paid in respect to this appointment are paid on an arms-length commercial basis. Invoices paid and accrued for Salmon Giles Pty Ltd and Salmon Giles Corporate Pty Ltd for the year ended 30 June 2011 amount to \$178,433 (2010: \$317,970).
Note 23: Auditors' remuneration
| 2011 \$ |
2010 \$ |
|
|---|---|---|
| Remuneration of the auditor of the Group for: | ||
| - auditing or reviewing the financial report - predecessor auditor fees |
40,000 21,400 |
53,500 - |
| - other assurance services | - | 10,300 |
| 61,400 | 63,800 |
Note 24: Financial risk management and policies
(a) Financial risk management
The group's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (interest rate risk, currency risk and price risk). The group's principal financial liabilities comprise trade and other payables and leases. The main purpose of these financial liabilities is to raise finance for the group's operations. The group has various financial assets such as trade and other receivables, deposits with banks, local money market instruments and short-term investments. The accounting policy with respect to these financial instruments is described in note 1.
Financial risk management structure:
Board of Directors
The Board is ultimately responsible for ensuring that there are adequate policies in relation to risk oversight and management and internal control systems. The group's policies are designed to ensure that financial risks are identified, assessed, addressed and monitored to enable achievement of the group's business objectives.
Risk Committee
Adherence to the group's risk management policy is supervised by the Audit and Risk Committee of the Board and managed by the Compliance and Risk Committee. Major matters are referred to the Board for evaluation and decision. The Audit and Risk committee reviews the progress of business units in managing risk and in continuously developing better procedures for managing risk. The Compliance and Risk Committee has the overall responsibility for the development of the risk strategy and implementing principles, frameworks, policies and limits.
(b) Financial risks
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligation resulting in financial loss to the group. Credit risk is managed on a group basis and structures the levels of credit risk it accepts by placing limits on its exposure to a single counterparty or group of counterparties. The group has no significant concentrations of credit risk.
It is the group's policy to place funds generated internally and from deposits with clients with high quality financial institutions. The group does not employ a formalised internal ratings system for the assessment of credit exposures. Amounts due from and to clients and dealers represents receivables sold and payables for securities purchased that have been contracted for but not yet settled on the reporting date, respectively. The majority of these transactions are carried out on a delivery versus payment basis, which results in securities and cash being exchanged within a very close timeframe. Settlement balances outside standard terms are monitored on a daily basis.
Note 24: Financial risk management and policies (continued)
Exposure to credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at the reporting date to recognised financial assets, is the carrying amount, net of any provision for impairment of those assets, as disclosed in the statement of financial position and the notes to the financial statements. The consolidated group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the consolidated group.
The group's maximum exposure to credit risk without taking account of any collateral or other credit enhancements at the reporting date was \$58,217 (2010: \$55,075).
| 2011 | 2010 | |
|---|---|---|
| \$ | \$ | |
| Trade and other receivables | ||
| - Other receivables | 12,901 | 20,489 |
| - Held for trading financial assets | 45,316 | 34,586 |
| 58,217 | 55,075 |
Impairment and provisioning policies
Impairment provisions are recognised for financial reporting purposes only for losses that have been incurred at the reporting date, based on objective evidence of impairment. All credit exposures are reviewed at least annually. Impairment allowances on credit exposures are determined by an evaluation of the incurred loss at the reporting date. For the purposes of the group's disclosures regarding credit quality, its financial assets have been analysed as follows:
| Consolidated | Neither Past Due nor Individually Impaired \$ |
Past Due but Not Individually Impaired \$ |
Individually Impaired \$ |
Total \$ |
Impairment Allowance \$ |
Total Carrying Amount \$ |
|---|---|---|---|---|---|---|
| Cash and cash equivalent | 220,651 | - | - | 220,651 | - | 220,651 |
| Trade and other receivables | 12,901 | - | 14,466 | 27,367 | 14,466 | 12,901 |
| Financial assets held for trading | 45,316 | - | - | 45,316 | - | 45,316 |
| Financial assets available for sale | - | - | - | - | - | - |
| Total as at 30 June 2011 | 278,868 | - | 14,466 | 293,334 | 14,466 | 278,868 |
| 2010 Neither Past Due nor |
Past Due but Not | |||||
| Individually | Individually | Individually | Impairment | Total Carrying | ||
| Impaired | Impaired | Impaired | Total | Allowance | Amount | |
| Consolidated | \$ | \$ | \$ | \$ | \$ | \$ |
| Cash and cash equivalent | 760,934 | - | - | 760,934 | - | 760,934 |
| Trade and other receivables | 13,735 | 6,754 | 82,485 | 102,974 | 82,485 | 20,489 |
| Financial assets held for trading | 34,586 | - | - | 34,586 | - | 34,586 |
| Financial assets available for sale | - | - | - | - | - | - |
| Total as at 30 June 2010 | 809,255 | 6,754 | 82,485 | 898,494 | 82,485 | 816,009 |
Note 24: Financial risk management and policies (continued)
Financial assets past due but not individually impaired
For the purpose of this analysis an asset is considered past due when any payment due under the contractual terms is received one day past the contractual due date. The majority of these transactions are carried out on a delivery versus payment basis, which results in securities and cash being exchanged within a very close timeframe. Settlement balances outside standard terms are monitored on a daily basis. Credit risk is also mitigated as securities held for the counterparty by the group can ultimately be sold should the counterparty default. There were no renegotiated financial assets during the year.
Collateral pledged or held
There is no collateral held as security by the Group or its controlled entities.
Market Risk
Market risk is the risk that fair value of future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates and equity prices. The group's activities expose it primarily to the financial risks of changes in interest rates.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments.
The company is exposed to interest rate risk as borrowings are in both fixed and floating interest rates. Interest rate risk is managed with a mixture of fixed and floating rate financial liabilities. At 30 June 2011 approximately 0% (2010: 0%) of company debt is fixed, approximately 100% (2010: 100%) is non interest bearing and 0% (2010: 0%) is floating. The risk applies to the outstanding loans, lease liabilities and to all the company's cash and cash equivalents. Interest rate risk is mitigated as the interest receivable on the cash and cash equivalent balance adequately covers any fluctuations on the interest owed from financial liabilities. For further details on interest rate risk refer to the liquidity maturity table below.
Sensitivity Analysis – Interest Rate Risk
The company has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. The sensitivity analysis demonstrates the effect on current year profit which could result from a change in these risks. A change of 1% (or 100 basis points) and 0.5% (or 50 basis points) in interest rates at the reporting date would have increased (decreased) profit or loss by amounts shown below. This analysis assumes that all other variables remain constant. The analysis was performed on the same basis for 2010.
| 2011 \$ |
2010 \$ |
|
|---|---|---|
| Change in profit | ||
| Increase in interest rate by 100bp | 2,207 | 7,609 |
| Decrease in interest rate by 100bp | (2,207) | (7,609) |
| Increase in interest rate by 50bp | 1,103 | 3,805 |
| Decrease in interest rate by 50bp | (1,103) | (3,805) |
Note 24: Financial risk management and policies (continued)
Foreign Currency risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.
The group undertakes a small proportion of transactions denominated in foreign currencies mainly USD, CAD, EUR and GBP. The group does not have any material exposure to transactional foreign exchange risk and, therefore, no sensitivity analysis is presented. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts where deemed necessary.
Price risk
Price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk). The group is potentially exposed to price risk on securities held for a counterparty, should a counterparty default the group bears the risk of adverse movements in market price. At balance sheet date, the fair value of listed equity securities recognised on the balance sheet was \$45,316 (2010: \$34,586).
Liquidity risk
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group manages liquidity risk by monitoring forecast cash requirements and cash flows.
The primary objective of the group is to manage short-term liquidity requirements in such a way as to minimise financial risk. The group maintains sufficient cash resources to meet its obligations, cash deposits are repayable on demand. Investments are traded in an active market and thus can be readily disposed of. Financial assets held for trading are considered readily realisable, as they are listed on the stock exchange.
The tables below present the cash flows receivable and payable by the group under financial assets and liabilities by remaining contractual maturities at the balance sheet date. The amounts disclosed are the contractual, undiscounted cash flows.
2011
| Weighted Average |
Floating | ||||||
|---|---|---|---|---|---|---|---|
| Effective Interest |
Interest rate Within one |
Within one | Fixed Interest | Within one | Non-interest Bearing | ||
| Rate | year | year | 1 to 5 years | year | 1 to 5 years | Total | |
| Consolidated | % | \$ | \$ | \$ | \$ | \$ | \$ |
| Financial assets | |||||||
| Cash and cash equivalent | 3.5 | 220,651 | - | - | - | - | 220,651 |
| Trade and other receivables | n/a | - | - | - | 12,901 | - | 12,901 |
| Financial assets held for trading | n/a | - | - | - | 45,316 | - | 45,316 |
| Total financial assets as at 30 June 2011 | 220,651 | - | - | 58,217 | - | 278,868 | |
| Financial liabilities | |||||||
| Trade and other payables | n/a | - | - | - | 181,173 | - | 181,173 |
| Total financial liabilities as at 30 June 2011 | - | - | - | 181,173 | - | 181,173 |
Note 24: Financial risk management and policies (continued)
| 2010 | |||||||
|---|---|---|---|---|---|---|---|
| Weighted | |||||||
| Average | Floating | ||||||
| Effective | Interest rate | Fixed Interest | Non-interest Bearing | ||||
| Interest | Within one | Within one | Within one | ||||
| Rate | year | year | 1 to 5 years | year | 1 to 5 years | Total | |
| Consolidated | % | \$ | \$ | \$ | \$ | \$ | \$ |
| Financial assets | |||||||
| Cash and cash equivalent | 3.5 | 760,934 | - | - | - | - | 760,934 |
| Trade and other receivables | n/a | - | - | - | 20,489 | - | 20,489 |
| Financial assets held for trading | n/a | - | - | - | 34,586 | - | 34,586 |
| Total financial assets as at 30 June 2010 | 760,934 | - | - | 55,075 | - | 816,009 | |
| Financial liabilities | |||||||
| Trade and other payables | n/a | - | - | - | 514,474 | - | 514,474 |
| Lease liability (i) | 3.5 | - | 175,577 | - | - | - | 175,577 |
| Total financial liabilities as at 30 June 2010 | - | 175,577 | - | 514,474 | - | 690,051 |
(i) The lease liability is maturing as disclosed in Note 12.
Trade and other payables are expected to be paid as follows:
| 2011 | 2010 | |
|---|---|---|
| \$ | \$ | |
| Less than 6 months | 181,173 | 514,474 |
| 6 months to 1 year | - | - |
| 1 to 5 years | - | - |
| Over 5 years | - | - |
| 181,173 | 514,474 |
Fair value of financial instruments
Set out below is a comparison by class of the carrying amounts and fair values of the group's financial instruments that are carried in the financial statements.
Methodologies and assumptions
For financial assets and liabilities that are liquid or have short term maturities it is assumed that the carrying amounts approximate to their fair value. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.
(c) Net fair value
| 2011 | 2010 | |||
|---|---|---|---|---|
| Carrying | Net fair | Carrying | Net fair | |
| amount | value | amount | value | |
| Financial assets | \$ | \$ | \$ | \$ |
| Trade and other receivables | 12,901 | 12,901 | 20,489 | 20,489 |
| Financial assets held for trading | 45,316 | 45,316 | 34,586 | 34,586 |
| Financial assets available for sale | - | - | - | - |
| Total financial assets | 58,217 | 58,217 | 55,075 | 55,075 |
| Financial liabilities | - | - | - | - |
| Total financial liabilities | - | - | - | - |
Note 25: Future share issue
Macquarie Investment Holdings Limited and its related bodies corporate (Macquarie) had a right to participate in any issue of shares or to subscribe for shares (the "Top Up Right") in order to maintain their percentage interest in the issued capital of Robe Australia Limited (the "Group") for a period of two years from 22 November 2008 until 22 November 2010. This right has now expired.
Note 26: Capital management
The company's objectives when managing capital are:
- To comply with the capital requirements set by ASIC in respect to compliance with its AFSLs and with the Australian Securities Exchange (ASX);
- To safeguard the company's ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
- To maintain a strong capital base to support the development of its business.
Overall capital requirements for the Group are managed by the Board. The Board does not have a stated target/ optimal gearing ratio but monitors using monthly results and cash forecasts.
The Board monitors its capital liquidity exposure. The Board effectively manages the Company's capital by assessing the Company's financial risks and adjusting its capital structure in response to changes in these risks and in the market. Breaches of ASX or ASIC capital requirements may result in licensing conditions being placed on the business or the licenses being revoked.
The Company has not breached any externally imposed capital requirement during the financial year.
Note 27: Contingent liabilities
The Group has no claims against it as at 30 June 2011 as a consequence of the sale of all its operating businesses and subsidiaries holding AFSLs in October 2010.
The Directors do not believe there are any grounds for any claims of a material nature as at the date of this report and as at reporting date.
Note 28: Contingent assets
The Group holds contingent assets of approximately \$700,000 (2010:\$700,000) relating to outstanding client debts. The Group is undertaking proceedings against debtors and the amount may be realized over the next 12 months, however there is no certainty this will occur.
Note 29: Company details
The registered office and principal place of business for the Company is:
Robe Australia Limited Level 2, 409 St Kilda Road Melbourne VIC 3004 Phone +61 (3) 9820 2322 Fax +61 (3) 9820 2158
Note 30: Discontinued operations
During FY2011, the Group disposed of all of its shares in ACN 077115112 Pty Ltd (formerly William Noall Holdings Pty Ltd) and the underlying subsidiaries which had operated Australian Financial Services Licenses.
The Group began rationalising its corporate structure by deregistering many of its dormant and nonoperating subsidiaries during FY2010.
Date of voluntary
(a) Disposal of subsidiaries - 2011
| Date of | |
|---|---|
| Disposal | |
| A.C.N. 077 115 112 Pty Ltd | 30/09/2010 |
| Tolhurst Pty Ltd | 30/09/2010 |
| A.C.N. 079 121 136 Pty Ltd | 30/09/2010 |
| D&D Nominees Pty Ltd | 30/09/2010 |
Deregistration of non-operating subsidiaries - 2010
| deregistration | |
|---|---|
| Tolhurst Capital Fund No 1 Ltd | 01/07/2009 |
| Melshare Nominees Pty Ltd | 19/08/2009 |
| Cambra Nominee Pty Ltd | 06/12/2009 |
| Investment Analysts Nominees Pty Ltd | 06/12/2009 |
| Pensive Nominees Pty Ltd | 06/12/2009 |
| Thoughtful Nominees Pty Ltd | 06/12/2009 |
| Equity Capital Markets Ltd | 05/04/2010 |
| InterFinancial Holdings Pty Ltd | 23/06/2010 |
| InterFinancial Ltd | 23/06/2010 |
| Sisco Pty Ltd | 23/06/2010 |
Note 30: Discontinued operations (continued)
(b) Financial performance of operations disposed - 2011
Three months trading prior to disposal up to 30 September 2010
Year ended 30 June 2010
| A.C.N. 077 115 112 Pty Ltd |
Tolhurst Pty Ltd |
A.C.N. 079 121 136 Pty Ltd |
D&D Nominees Pty Ltd |
Total | |
|---|---|---|---|---|---|
| Revenue | - | 28,785 | 157 | - | 28,942 |
| Other income | - | (47,563) | 20,760 | - | (26,803) |
| Expenses | - | (117,875) | (10,340) | - | (128,215) |
| Gross profit/(loss) | - | (136,653) | 10,577 | - | (126,076) |
| Finance costs | - | (3) | - | - | (3) |
| Profit/(loss) before tax from discontinued operations |
- | (136,656) | 10,577 | - | (126,079) |
| Income tax credit/ (expense) | - | (1,966) | (7,500) | - | (9,466) |
| Gain on disposal of subsidiaries | - | 451,366 | 1,510 | - | 452,876 |
| Profit/(loss) for the year from | |||||
| discontinued operations | - | 312,744 | 4,587 | - | 317,331 |
Financial performance of operations disposed - 2010
| A.C.N. | D&D | Inter | ||||
|---|---|---|---|---|---|---|
| A.C.N. 077 115 | Tolhurst | 079 121 136 Pty | Nominees | Financial | ||
| 112 Pty Ltd | Pty Ltd | Ltd | Pty Ltd | Ltd * | Total | |
| Revenue | - | 557,876 | 8,787 | - | 93 | 566,756 |
| Other income | - | 872,967 | 57,513 | - | - | 930,480 |
| Expenses | (333,616) | (632,193) | (215,616) | - | (102,957) | (1,284,382) |
| Gross profit/(loss) | (333,616) | 798,650 | (149,316) | - | (102,864) | 212,854 |
| Finance costs | - | (3,183) | (3,024) | - | - | (6,207) |
| Profit/(loss) before tax from | ||||||
| discontinued operations | (333,616) | 795,467 | (152,340) | - | (102,864) | 206,647 |
| Income tax credit/ (expense) | - | 68,922 | 9,000 | - | - | 77,922 |
| Profit/(loss) for the year from | ||||||
| discontinued operations | (333,616) | 864,389 | (143,340) | - | (102,864) | 284,569 |
* Pursuant to the Management Buyout of InterFinancial Ltd in FY 2009, the Group retained obligations to pay the lease of the Brisbane premises which continued to May 2010. The Group has allocated such lease expenses incurred in FY 2010 to discontinued operations of InterFinancial Ltd which was deregistered on 23 June 2010.
Note 30: Discontinued operations (continued)
(c) Cash flow information - discontinued operations
| Three months to 30 September 2010 | |||||||
|---|---|---|---|---|---|---|---|
| A.C.N. 077 115 112 Pty Ltd |
Tolhurst Pty Ltd |
A.C.N. 079 121 136 Pty Ltd |
D&D Nominees Pty Ltd |
Inter Financial Ltd |
Total | ||
| Net cash inflow (outflow) from operating | - | 136,900 | (5,750) | - | - | 131,150 | |
| Net cash inflow (outflow) from investing | - | (25,750) | - | - | - | (25,750) | |
| Net cash inflow (outflow) from financing | - | 185,067 | 25,750 | - | - | 210,817 | |
| Net increase/(decrease) in cash generated by the operation |
- | 296,217 | 20,000 | - | - | 316,217 |
Year ended 30 June 2010
| A.C.N. 077 115 112 Pty Ltd |
Tolhurst Pty Ltd |
A.C.N. 079 121 136 Pty Ltd |
D&D Nominees Pty Ltd |
Inter Financial Ltd |
Total | |
|---|---|---|---|---|---|---|
| Net cash inflow (outflow) from operating | - | (1,788,203) | (63,953) | - | (102,864) | (1,955,020) |
| Net cash inflow (outflow) from investing | - | 1,636,924 | 235,000 | - | - | 1,871,924 |
| Net cash inflow (outflow) from financing | - | (46,397) | (329,503) | - | - | (375,900) |
| Net increase/(decrease) in cash generated by the operation |
- | (197,676) | (158,456) | - | (102,864) | (458,996) |
(d) Net assets disposed - discontinued operations 2011
| A.C.N. 077 115 112 Pty Ltd |
Tolhurst Pty Ltd |
A.C.N. 079 121 136 Pty Ltd |
D&D Nominees Pty Ltd |
Total | |
|---|---|---|---|---|---|
| Net assets (liabilities) disposed of | - | (450,366) | (1,510) | - | (451,876) |
| Attributable goodwill | - | - | - | - | - |
| - | (450,366) | (1,510) | - | (451,876) | |
| Gain on disposal | 451,366 | 1,510 | 452,876 | ||
| Total consideration | - | 1,000 | - | - | 1,000 |
| Satisfied by cash, and net cash intflows arising on disposal |
|||||
| - | 1,000 | - | - | 1,000 |
Note 31: Parent entity information
| 2011 | 2010 | |
|---|---|---|
| Information relating to Robe Australia Limited: | \$ | \$ |
| Current assets | 286,219 | 791,221 |
| Non-current assets | - | - |
| Total assets | 286,219 | 791,221 |
| Current liabilities | 181,173 | 471,768 |
| Non-current liabilities | - | - |
| Total liabilities | 181,173 | 471,768 |
| Net assets | 105,046 | 319,453 |
| Issued capital | 51,062,395 | 50,949,463 |
| Retained earnings | (51,083,802) | (50,756,463) |
| Reserve | 126,452 | 126,453 |
| Total shareholders' equity | 105,045 | 319,453 |
| Profit or loss of the parent entity Other comprehensive income |
(10,007) - |
4,505,250 - |
| Total comprehensive income of the parent entity | (10,007) | 4,505,250 |
(a) Commitments
There are no parent entity commitments existing at year end.
(b) Contingencies
Refer Note 27 and Note 28 for details of parent entity contingencies.
DIRECTORS' DECLARATION
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011
In accordance with a resolution of the directors of Robe Australia Limited, the directors of the Company state that:
- (1) In the opinion of the directors:
- (a) The financial statements, notes and the additional disclosures included in the directors' report designated as audited of the consolidated entity are in accordance with the Corporations Act 2001, including:
- (i) complying with Accounting Standards, International Financial Reporting Standards and the Corporations Regulations 2001; and
- (ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2011 and of their performance for the year ended on that date;
- (b) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
- (2) This declaration has been made after receiving the declarations required to be made to the directors by the Board appointed corporate advisors and external accountants in accordance with section 286 of the Corporations Act 2001 for the year ending 30 June 2011.
- (3) The company and its wholly-owned subsidiaries have entered into a deed of cross guarantee under which the company and its subsidiaries guarantee the debts of each other.
At the date of declaration, there are reasonable grounds to believe the companies which are party to this deed of cross guarantee will be able to meet any obligations or liabilities to which they are, or may become subject to, by virtue of the deed.
This declaration is made in accordance with a resolution of the Board of Directors.
PETER REILLY Chairman
Dated this 28th day of September 2011



ADDITIONAL SECURITIES EXCHANGE INFORMATION
Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows. This information is complete as at 31 August 2011.
(a) Substantial Shareholders
The names of substantial shareholders listed in the Company's register are:
| Name of Holder of relevant interest | Number of shares | % |
|---|---|---|
| Celtic Capital Pty Ltd | 45,720,717 | 10.03% |
| IML Holdings Pty Ltd | 34,290,537 | 7.52% |
| Milwal Pty Ltd | 34,290,537 | 7.52% |
| Tisia Nominees Pty Ltd | 34,290,537 | 7.52% |
| J K Nominees Pty Ltd | 34,040,537 | 7.46% |
| Macquarie Financial Services Holdings Pty Ltd | 33,451,407 | 7.34% |
| Port Devon Group | 30,411,557 | 6.67% |
| Mitchell Grass Holdings Pty Ltd | 22,860,359 | 5.01% |
(b) Distribution of Shareholdings – Fully Paid Ordinary Shares
| Size of holding | Number of shareholder |
Number of shares |
||
|---|---|---|---|---|
| 1 | to | 1,000 | 115 | 71,162 |
| 1,001 | to | 5,000 | 138 | 410,782 |
| 5,001 | to | 10,000 | 48 | 402,732 |
| 10,001 | to | 100,000 | 254 | 11,290,136 |
| 100,001 | and over | 178 | 443,873,025 | |
| 733 | 456,047,837 |
(c) Top 20 Security Holders Ordinary Fully Paid Shares (ROB)
| Name of Holder of relevant interest | Number of shares | % |
|---|---|---|
| Celtic Capital Pty Ltd | 45,720,717 | 10.03% |
| IML Holdings Pty Ltd | 34,290,537 | 7.52% |
| Milwal Pty Ltd | 34,290,537 | 7.52% |
| Tisia Nominees Pty Ltd | 34,290,537 | 7.52% |
| J K Nominees Pty Ltd | 34,040,537 | 7.46% |
| Macquarie Financial Services Holdings Pty Ltd | 33,451,407 | 7.34% |
| Port Devon Group | 30,411,557 | 6.67% |
| Mitchell Grass Holdings Pty Ltd | 22,860,359 | 5.01% |
| Keygrowth Trading Pty Ltd | 15,667,918 | 3.44% |
| Halva Holdings Pty Ltd | 9,997,251 | 2.19% |
| Realstar Finance Pty Ltd | 8,779,253 | 1.93% |
| Honan Pty Ltd | 8,432,374 | 1.85% |
| Samada Street Nominees Pty Ltd | 7,220,097 | 1.58% |
| David Browne | 7,123,172 | 1.56% |
| Vivienne Browne | 7,123,172 | 1.56% |
| Ian Meredith Johnson | 6,032,491 | 1.32% |
| Parmelia Pty Ltd | 4,529,253 | 0.99% |
| Ross Dix Harvey | 4,322,073 | 0.95% |
| National Nominees Limited | 3,574,894 | 0.78% |
| David Browne Investments Pty Ltd | 3,555,563 | 0.78% |
| Total Top 20 | 355,713,699 | 78.00% |
| Other shareholders | 100,334,138 | 22.00% |
| Total shareholders | 456,047,837 | 100.00% |
ADDITIONAL SECURITIES EXCHANGE INFORMATION (CONTINUED)
(d) Top 20 Security Holders - Options (ROBO) expiring 31 December 2014
| Name of Holder of relevant interest | Number of shares | % | |
|---|---|---|---|
| Celtic Capital Pty Ltd | 45,720,717 | 16.19% | |
| IML Holdings Pty Ltd | 34,290,537 | 12.14% | |
| Milwal Pty Ltd | 34,290,537 | 12.14% | |
| Tisia Nominees Pty Ltd | 34,290,537 | 12.14% | |
| J K Nominees Pty Ltd | 34,040,537 | 12.05% | |
| Mitchell Grass Holdings Pty Ltd | 22,860,359 | 8.09% | |
| Keygrowth Trading Pty Ltd | 8,814,168 | 3.12% | |
| Port Devon Group | 8,516,186 | 3.02% | |
| Samada Street Nominees Pty Ltd | 7,220,097 | 2.56% | |
| Realstar Finance Pty Ltd | 6,529,253 | 2.31% | |
| Parmelia Pty Ltd | 5,555,563 | 1.97% | |
| Honan Pty Ltd | 3,672,950 | 1.30% | |
| David Browne Investments Pty Ltd | 3,555,563 | 1.26% | |
| Ross Dix Harvey | 3,001,853 | 1.06% | |
| Nezly Pty Ltd | 2,000,000 | 0.71% | |
| David Browne | 1,649,229 | 0.58% | |
| Vivienne Browne | 1,649,229 | 0.58% | |
| National Nominees Limited | 1,429,994 | 0.51% | |
| Randal Investment Holdings Pty Ltd | 1,286,036 | 0.46% | |
| Redbrook Nominees Pty Ltd | 1,286,036 | 0.46% | |
| Total Top 20 | 261,659,381 | 92.65% | |
| Others | 20,759,754 | 7.35% | |
| Total | 282,419,135 | 100.00% |
(e) Shareholders with less than a marketable parcel
At 23 August 2011, there were 423 shareholders holding less than a marketable parcel of 31,250 shares (1.6 cent on that date) in the Company totalling 3,176,083 ordinary shares.