Audit Report / Information • Jun 29, 2020
Audit Report / Information
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REPORT AND FINANCIAL STATEMENTS 31 December 2019
PAGE
| Board of Directors: | Georgios Damanakis Ioannis Aravantinos (appointed on 17 February 2020) Andreas Bekios (appointed on 17 February 2020) Fine Life Services Ltd (resigned on 17 February 2020) Smell of Rain Ltd (resigned on 17 February 2020) |
|---|---|
| Company Secretary: | A.I.L Nominee Services Ltd (appointed on 17 February 2020) Fine Life Services Ltd (resigned on 17 February 2020) |
| Independent Auditor: | Costas Miaoulis FCCA |
| Certified Public Accountant and Registered Auditor | |
| Xenagora 10 2052 Strovolos |
|
| Nicosia | |
| Legal Advisers: | Angelides, Ioannides, Leonidou LLC |
| Registered office: | Agion Omologiton 15 1080 Nicosia |
| Cyprus | |
| Bankers: | Hellenic Bank Public Company Ltd |
| Registration number: | HE364416 |
The Board of Directors presents its report and audited financial statements of the Company for the year ended 31 December 2019.
The Company G.D. AMPLUS PUBLIC COMPANY LTD was incorporated in Cyprus on 29 December 2016 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113.
On 17 February 2017 the Company submitted an application to the Cyprus Stock Exchange (CSE) for the listing of its securities in the Emerging Companies Market (E.C.M.).
On 19 January 2018 the Council of the Cyprus Stock Exchange accepted the application of the Company for listing in the Emerging Companies Market of the CSE 26,000 securities of nominal value €1 each, with a listing price of €1 each. The trading of the above securities commenced on Friday, 19 January 2018. The Cyprus Stock Exchange has undertaken to keep the register of the above company in the CSE Central Depository/Registry.
The Company will be involved in trading and investing activities in the information technology industry, having as a target the performance of technical infrastructure projects and the computerization of businesses and organizations.
Despite the above, the Company remained dormant during the year ended 31 December 2019.
The Company's development to date, financial results and position as presented in the financial statements are not considered satisfactory and the Board of Directors is making an effort to reduce the Company's losses,
The Company's results for the year are set out on page 9. The net loss for the year is carried forward.
The Company did not have any distributable profits as at 31 December 2019, thus the Board of Directors cannot recommend the payment of a dividend.
The Company did not carry out any research and development activities during the year.
There were no changes in the share capital of the Company during the year under review.
The Company did not make any acquisitions of its own shares either itself directly or through a person acting in his own name or on the Company's behalf.
The Company recognises the importance of implementing sound corporate governance policies, practices and procedures. As a company listed on the Cyprus Stock Exchange (CSE), G.D. AMPLUS PUBLIC COMPANY ID bhas adopted CSE's Corporate Governance Code and applies its principles.
In March 2006 the CSE issued a revised Code of Corporate Governance. The Company complies with all the provisions of the revised Code
The members of the Company's Board of Directors as at 31 December 2019 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year ended 31 December 2019.
In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office.
There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
Any significant events that occurred after the end of the reporting period are described in note 20 to the financial statements.
The Independent Auditor, Costas Miaoulis FCCA, was appointed in replacement of the previous auditors LIS Primus Audit and Tax Ltd and has expressed his willingness to continue in office and a resolution giving authority to the Board of Directors to fix his remuneration will be proposed at the Annual General Meeting.
By order of the Board of Directors,
A.I.L Nominee Services Ltd Secretary 1 -기능 및
Nicosia, 27 April 2020
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190 (I)/2007) ("the mansparency Requirence) (Traded Securities) Regulations (Negulation responsible for the financial (s.b. AMPLUS PUBLIC COMPANY LTD (the "Company") for the year ended 31 December 2019, on the basis of our knowledge, declare that:
(a) The annual financial statements of the Company which are presented on pages 9 to 17:
(i) have been prepared in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the provisions of Article 9, section (4) of the law , and
(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Company and the entities included in the financial statements as a whole and
b) The management report provides a fair view of the developments and the performance as well as the financial position of the Company as a whole, together with a decreisphents and uncertainties which they face,
US POS ibers of the Board of Directors: eorgins Damanak loannis Aravantinos
Andreas Bekic
Nicosia, 27 April 2020
I have audited the financial statements of G.D. AMPLUS PUBLIC COMPANY LTD (the "Company"), which are presented in pages 9 to 17 and comprise the statement of financial position as at 31 December 2019, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In my opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2019, and of its financial performance and its cash flows for the year then endel in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
I conducted my audit in accordance with International Standards on Auditing (ISAs). My responsibilities under those standards are further described in the "Auditor's Responsibilities for the Financial Statements" section of my report. I remained independent of the Company throughout the period of my appointment in accordance with he International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical resuirements that are relevant to my audit of the financial statements in Cyprus, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the IESBA Code. I believe that the audit evidence I have robbined is sufficient and appropriate to provide a basis for my opinion.
Key audit matters are those matters that, in my professional judgment, were of most significance in my audit of the financial statements of the current period. These matters were addressed in the context of the financial statements as a whole, and in forming my opinion thereon, and I do not provide a senarate on these matters.
The Board of Directors is responsible for the other information comprises the information comprises the information included in the Management Report, but does not include the financial statements and my auditor's report thereon.
My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.
In connection with my audit of the financial statements, my responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If, ble in mich work I have performed, I conclude that there is a material misstation, I m required to report that fact. I have nothing to report in this regard.
Statements
The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in
accordance has been he accordine Mit Tesponsible (0) Lie preparation of financial requirements of the Includine Prepide and for and of the Opens Companies Law, Cap. 113, and for such as the Board of Dealer only Bhard one one
determines is necessary to enable the preparation of financial stat
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, m continue as a going chiefder on board of Directors is resonsible for assessing the Company's ability to
continues a going concern, disclosing, as applicable, maters related t a some going concern, discissing, as applicable, matters related to going connect of an and only be gollify to
basis of accounting unless the Board of Directors elther inte
Those charged with governance are responsible for overseeing the Company's financial reporting process.
My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
Peacers i man misstatement, whether due to fraud or error, and to issue an audior's report that includes my open that includes my opinion
Reasenance is a high level of assurance, but i Resorations, witcher dee to Trado of error, and to issue an auditors nepret high
TSAs will always detect a high ever and to issue an audit condicted in accordance with ISAs will always detect a magned but is not a guarantee that an audit conducted in accernty opinith.
Considered material it individually or in the agreate, they could reasona considered material inistalement when it exist. Misstrements can arise from from from from from from the mor
considered material if, individually or in the aggregated to infl decisions of users than in industry of in the aggregate, they could
As part of an audit in accordance with ISAs, I exercise professional judgment and maintain professional scepticism
through the audit. I also:
I communicate with the those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any s e communited with the chose charged with governance regarding, and other matters, the planned scope and
timing of the audit and significant audit findings, including any sig
I also provide those charged with a statement that I have complied with relevant ethical
requirements regarding independence, and to communicate with the requirements regarding independence, and to comminate with them all relating and cehical
requirements regarding independence, and to commince with them all relationships and the products regarding macpendence, and to communicate with them all relationships and consider
From the matters communicated with those charged with governance, I determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.
Pursuant to the requirements of Article 10(2) of the EU Regulation 537/2014 I provide the following information in my Independent Auditor's Report, which is requirements of International Standards on Auditing.
I declare that no prohibited non-audit services referred to in Article 5 of the EU Regulation 537/2014 and Section 72 of the Auditors Law of 2017 were provided. In addition, there are no non-audit services which were provided by me to the Company and which have not been disclosed in the financial statements or the Management Report.
Pursuant to the additional requirements of the Auditors Law of 2017, I report the following:
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Article 10(1) of the EU Regulation 537/2014 and Section 69 of the Auditors Law of 2017 and for no other purpose. I do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
The engagement partner on the audit resulting in this independent auditor's report is Costas Miaoulis FCCA.
The financial statements of the Company for the year ended 31 December 2018 were audited by another auditor who expressed an unmodified opinion on those financial statements on 16 April 2019.
Costas Miaoulis FCCA Certified Public Accountant and Registered Auditor Xenagora 10 2052 Strovolos Nicosia
Nicosia, 27 April 2020
| Note | 2019 € |
2018 ਵ |
|
|---|---|---|---|
| Administration and other expenses | 8 | (14,539) | (6,634) |
| Operating loss Net finance costs |
9 | (14,539) | (6,634) |
| Loss before tax | (14,539) | (6,634) | |
| Tax | 10 | ||
| Net loss for the year | (14,539) | (6,634) | |
| Other comprehensive income | |||
| Total comprehensive income for the year | (14,539) | (6,634 | |
| Loss per share attributable to equity holders of the parent (cent) | 11 | (55.92) | (25,52) |
| ASSETS | Note | 2019 € |
2018 € |
|---|---|---|---|
| Current assets Cash at bank and in hand |
12 | 7,907 7,907 |
18,973 |
| Total assets | 7,907 | 18,973 18,973 |
|
| EQUITY AND LIABILITIES | |||
| Equity Share capital |
13 | 26,000 | 26,000 |
| Accumulated losses | (26,373) | (11,834) | |
| Total equity Current liabilities |
(373) | 14,166 | |
| Trade and other payables | 14 | 8,280 | 4,807 |
| Total equity and liabilities | 8,280 | 4,807 | |
| PLUS | On 27 April/2020 the Board of Directors of G.D. AMPLUS PUBLIC COMPANY LTD authorised these financial statements | 7,907 | 18,973 |
| for issue. 15 C STANGE |
|||
| Georgios Damanakis Director |
Ioannis Aravantinos Director |
Andreas Bekios Director |
| Share capital ਰ |
Accumulated osses e |
Total 3 |
|
|---|---|---|---|
| Balance at 1 January 2018 | 26,000 | (5,200) | 20,800 |
| Net loss for the year | (6,634) | (6.634) | |
| Balance at 31 December 2018/ 1 January 2019 | 26,000 | (11,834) | 14,166 |
| Net loss for the year | (14,539) | (14,539) | |
| Balance at 31 December 2019 | 26,000 | (26,373) | (373) |
Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 17% will be payable on such deemed dividends to the extent that the ultimate shareholders are both Cyprus tax resident and Cyprus domiciled. The amount of deemed distribution is reduced by any actual dividends paid out of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders.
| CASH FLOWS FROM OPERATING ACTIVITIES | Note | 2019 e |
2018 € |
|---|---|---|---|
| Loss before tax | (14,539) | (6,634) | |
| Changes in working capital: | (14,539) | (6,634) | |
| Decrease in balances under repurchase agreements Increase in trade and other payables |
3,473 | 2,672 | |
| Cash used in operations | (11,066) | (3.962 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| CASH FLOWS FROM FINANCING ACTIVITTES | |||
| Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the year |
(11,066) 18,973 |
(3,962) 22,935 |
|
| Cash and cash equivalents at end of the year | 17 | 7,907 | 18,973 |
The Company G.D. AMPLUS PUBLIC COMPANY LTD (the "Company") was incorporated in Cyprus on 29 December 2016 as a private limited liability company under the Cyprus Companies Law, Cap. 113. Its registered office is at Agion Omologiton 15, 1080 Nicosia, Cyprus.
On 17 February 2017 the Company submitted an application to the Cyprus Stock Exchange (CSE) for the listing of its securities in the Emerging Companies Market (E.C.M.).
On 19 January 2018 the Council of the Cyprus Stock Exchange accepted the application of the listing in the Emerging Companies Market of the CSE 26,000 securities of nominal value €1 each, with a listing price of €1 each.The trading of the above securities commenced on Friday, 19 January 2018. The Cyprus Stock Exchange has undertaken to keep the register of the above company in the CSE Central Depository/Registry.
The Company will be involved in trading activities in the information technology industry, having as a target the performance of technical infrastructure projects and the computerization of businesses and organizations.
Despite the above, the Company has remained dormant since its incorporation.
The Cypriot economy has recorded positive growth in 2017 and 2018 after overcoming the economic recession of recent years. The overall economic outlook of the economy remains favourable, however there are still downside risks emanating from the still high levels of non-performing loans, the public debt ratio, as well as possible deterioration of the external environment for Cyprus.
This operating environment may have a significant impact on the Company's operations and financial position. Management is taking necessary measures to ensure sustainability of the Company's operations. However, the future effects of the current economic situation are difficult to predict and Management's current expectations and estimates could differ from actual results.
The Company's Management has assessed:
The ability of the Company to continue as a going concern (1)
The Company's Management is unable to predict all developments which could have an impact on the Cyprus economy and consequently, what effect, if any, they could have on the future financial performance, cash flows and financial position of the Company.
The above conditions, along with other matters as set forth in indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.
On the basis of the evaluation performed, the Company's management has concluded that no provisions or impairment charges are necessary. The Company's Management believes that it is taking all the necessary measures to maintain the viability of the Company and the smooth conduct of its operations in the current business and economic environment.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113. The financial statements have been prepared under the historical cost convention.
The financial statements are presented in Euro (€) which is the functional currency of the Company.
During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2019. This adoption did not have a material effect on the accounting policies of the Company.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
Dividend distribution to the Company's shareholders is recognised in the Company's financial statements in the year in which they are approved by the Company's shareholders.
For the purpose of the cash flow statement, cash and cash equivalents comprise cash at bank and in hand. Cash and cash equivalents are carried at AC because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.
Ordinary shares are classified as equity.
At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
The Directors judge that it is appropriate to prepare the financial statements on the going concern basis.
| 2019 5 |
2018 e |
|
|---|---|---|
| Annual levy | 350 | 350 |
| Auditors' remuneration | 1,785 | 2,172 |
| Other professional fees | 8,063 | 4,112 |
| Fines | 420 | |
| Cyprus Stock Exchange expenses | 3,890 | |
| Website and internet expenses | 31 | |
| 14,539 | 6.634 | |
| 9. Operating loss | ||
| 2019 3 |
2018 € |
|
| Operating loss is stated after charging the following items: | ||
| Auditors' remuneration | 1,785 | 2.172 |
The corporation tax rate is 12,5%.
Due to tax losses sustained in the year, no tax liability arises on the Company. Unrecognised deferred tax assets
| 2019 | 2018 | |
|---|---|---|
| Loss attributable to shareholders (€) | (14,539) | (6,634) |
| Weighted average number of ordinary shares in issue during the year | 26,000 | 26,000 |
| Loss per share attributable to equity holders of the parent (cent) | (55.92) | (25.52 |
| 12. Cash at bank and in hand | ||
| Cash balances are analysed as follows: | ||
| 2019 | 2018 | |
| Cash at bank and in hand | (3 7,907 |
€ 18,973 |
7,907
18,973
| 2019 Number of shares |
2019 € |
2018 Number of shares |
2018 € |
|
|---|---|---|---|---|
| Authorised Ordinary shares of €1 each |
26,000 | 26,000 | 26,000 | 26,000 |
| Issued and fully paid Balance at 1 January |
26,000 | 26,000 | 26,000 | 26,000 |
| Balance at 31 December | 26,000 | 26,000 | 26,000 | 26,000 |
Upon incorporation on 29 December 2016 the Company issued to the subscribers of its Memorandum of Association 26,000 ordinary shares of €1 each at par.
| 2019 | 2018 |
|---|---|
| C | に |
| 1,190 | 4,807 |
| 7,090 | |
| 8,280 | 4,807 |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
The percentage of share capital of the Company held directly by each member of the Board of Directors (in accordance with Article (4) (b) of the Directive DI 190-2007-04), as at 31 December 2019 and 24 April 2020 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 31 December 31 December | ||
|---|---|---|
| 2019 | 2018 | |
| 0/0 | 0/0 | |
| Georgios Damanakis | 90 | 90 |
| Ioannis Aravantinos | 3 |
The persons holding more than 5% of the share capital as at 31 December 2019 and 24 April 2020 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 31 December 31 December | ||
|---|---|---|
| 2019 | 2018 | |
| 0/0 | 0/0 | |
| Georgios Damanakis | 90 | 90 |
At the end of the year, no significant agreements existed between the Company and its Management.
The Company had no contingent liabilities as at 31 December 2019.
The Company had no capital or other commitments as at 31 December 2019.
With the recent and rapid development of the Coronavirus disease (COVID-19) outbreak the world economy entered a period of unprecedented health care crisis that has already caused considerable global disruption in business activities and everyday life. Many countries have adopted extraordinary and economically costly containment measures. Certain countries have required companies to limit or even suspend normal business operations. Governments, including the Republic of Cyprus, have implemented restrictions on travelling as well as strict quarantine measures.
Industries such as tourism, hospitality and entertainment are expected to be directly disrupted significantly by these measures. Other industries such as manufacturing and financial services are expected to be indirectly affected and their results to also be negatively affected.
The financial effect of the current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which the outbreak expands and the high level of uncertainties arising from the inability to reliably predict the outcome.
The event is considered as a non-adjusting event and is therefore not reflected in the recognition and measurement of the assets and liabilities in the financial statements as at 31 December 2019.
Management has considered the unique circumstances and the risk exposures of the Company and has concluded that there is no significant impact in the Company's profitability position.
Independent auditor's report on pages 5 to 8
| 2019 5 |
2018 € |
|
|---|---|---|
| Other operating expenses | ||
| Annual levy | 350 | 350 |
| Auditors' remuneration | 1,785 | 2,172 |
| Other professional fees | 8,063 | 4,112 |
| Fines | 470 | |
| Cyprus Stock Exchange expenses | 3,890 | |
| Website and internet expenses | 31 | |
| 14,539 | 6,634 |
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