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HYTERRA LTD — Annual Report 2013
Jun 27, 2013
65084_rns_2013-06-27_db976fd3-5b04-4d87-b5ae-9609e9bfc00b.pdf
Annual Report
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Triple Energy Limited
ABN 68 116 829 675
Annual Financial Report 31 March 2013
Contents
Page
| Corporate Information | 1 |
|---|---|
| Directors’ Report | 2 |
| Corporate Governance Statement | 11 |
| Auditor’s Independence Declaration | 17 |
| Statement of Comprehensive Income | 18 |
| Statement of Financial Position | 19 |
| Statement of Changes in Equity | 20 |
| Statement of Cash Flows | 21 |
| Notes to the Financial Statements | 22 |
| Directors’ Declaration | 50 |
| Independent Auditor’s Report | 51 |
| Additional Shareholder Information | 53 |
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CORPORATE INFORMATION ABN 23 380 374 314
Directors
Mr Paul Underwood Mr Rodney Bresnehan Mr Richard Hayward Mr Garry Ralston
Company secretary
Mr Alex Neuling
Registered office and Principal place of business
Unit 15, Level 1, 100 Railway Road SUBIACO WA 6008 Telephone: (08) 9381 3322 Facsimile: (08) 6314 1557
Postal address:
PO Box 899 COTTESLOE WA 6011
Share register
Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Telephone: (08) 9315 2333
Solicitors
Steinepreis Paganin Level 4, Next Building 16 Milligan Street PERTH WA 6000
Clayton Utz QV1 Building St Georges Terrace PERTH WA 6000
Bankers
National Australia Bank Level 1, 1238 Hay Street WEST PERTH WA 6005
Auditors
HLB Mann Judd Level 4, 130 Stirling Street PERTH WA 6000
Website www.tripleenergy.net
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DIRECTORS’ REPORT
Your directors submit the annual financial report of the Company for the financial year ended 31 March 2013. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:
Directors
The names of directors who held office during or since the end of the year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.
Mr Paul Underwood Executive Chairman and Chief Executive Officer Mr Rodney Bresnehan Non-executive Director (appointed 7 February 2013) Mr Garry Ralston Non-Executive Director Mr Richard Hayward Non-Executive Director (appointed 30 June 2012) Mr Stephen Rohde Former Alternate Director (appointed 19 December 2012, resigned 20 December 2012) Mr Mathew Walker Former Non-Executive Director (resigned 30 June 2012)
Names, qualifications, experience and special responsibilities
Mr Paul Underwood
Executive Chairman and Chief Execuitve Officer Qualifications: Bachelor of Business, Grad Diploma in Applied Finance, Chartered Accountant
Mr Underwood has 30 years experience in the upstream oil and gas sector and corporate advisory. He was the founding Managing Director and Chief Executive Officer of Tap Oil Limited (ASX: TAP), a position he held for 11 years. Mr Underwood presided over Tap Oil during its progression from an unlisted junior start-up company into a significant participant in the oil and gas sector with a market capitalisation of several hundred million dollars.
Mr Underwood is also a Non-Executive Director of Western Power, a Western Australian state owned electricity utility, and a Board member of Alliance Francaise de Perth.
Mr Rod Bresnehan Non-executive Director Qualifications: BSc App Chem
Mr Bresnehan has over 36 years experience in the oil and gas/CBM industry. For the past 12 years he has provided key technical, strategic analysis and management of CBM projects in Australia and Internationally. His recent focus has been on CBM projects in Indonesia and China. He is a member of AICD and holds directorships in Australia and Europe.
-
During the last three years Mr Bresnehan has served as a director of the following listed companies: � Fitzroy River Corporation (formerly European Gas Limited) (resigned 14 May 2013)
-
CFT Energy Ltd (resigned 9 January 2013)
Mr Garry Ralston Non-Executive Director Qualifications: Licensed Finance Broker (CFB)
Mr Garry Ralston serves as a Non-Executive Director of the Company and is based in Perth, Western Australia. Mr Ralston has been directly involved in the banking and finance industry for over 42 years. Mr Ralston was a co-founder of Finance and Systems Technology (FAST) which is one of Australia's premier mortgage aggregators. Mr Ralston is also a director and co-founder of Select Mortgage Services.
- During the last three years Mr Ralston has served as a director of the following listed companies: � Hastings Rare Metals Limited (resigned 9 March 2011)
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DIRECTORS’ REPORT (continued)
Mr Richard Hayward Non-Executive Director Qualifications: MSc
Mr Hayward is an oil and gas industry professional with 25 years of experience, spanning the UK, Africa, SE Asia, Australia and North America.
Mr Hayward’s career to date has been focussed on oil and gas field development and production operations with major oil and gas companies, having previously worked for Hess Corp, Woodside and Premier Oil plc. Mr Hayward has broad experience in asset management, exploration and new ventures and brings a strong understanding of both the commercial and technical aspects of the upstream industry.
Mr Hayward has an honours degree in Geology from Imperial College, London and a Masters degree in Basin Evolution and Dynamics from Royal Holloway College, London. Mr Hayward is a fellow of the Geological Society of London, a member of the American Association of Petroleum Geologists and the Society of Petroleum Engineers.
During the last three years, Mr Hayward has not served as a director of any other listed company.
Mr Mathew Walker Former Non-Executive Director (resigned 30 June 2012) Qualifications: Bachelor of Business
Mr Walker has extensive experience in public company management and in the provision of corporate advice, specialising in the natural resources sector, Mr Walker has served as executive Chairman or Managing Director for public companies with mineral interests in North America, South America, Africa, Eastern Europe, Australia and Asia. Currently he serves as Chairman of Blue River Mining Limited. He is also Chairman of corporate advisory firm Cicero Corporate Services based in London UK.
During the last three years, Mr Walker has served as a director of the following listed companies:
-
Hastings Rare Metals Limited (resigned 10 November 2011)
-
Pilbara Minerals Limited (resigned 26 August 2010)
Mr Stephen Rohde
Former Alternate Director (appointed 19 December 2012, ceased 20 December 2012) Qualifications: Bachelor of Business, CPA
Mr Rohde was appointed during the year to act as an Alternate Director for Mr Garry Ralston while Mr Ralston was overseas and unable to attend a general meeting of the Company in person.
Mr Rohde has more than 25 years of commercial, financial and corporate experience, is a qualified accountant and holds a bachelor of business degree. Mr Rohde has significant experience in the analysis of natural resources projects and in financial and corporate compliance matters. Mr Rohde has held a number of senior financial management positions with large listed and unlisted companies, prior to which he was a senior consultant for a Big Four Accounting / Tax firm.
During the last three years, Mr Rohde has held no other listed company directorships.
Company Secretary - Mr Alex Neuling
The Company Secretary is Mr Alex Neuling (appointed 21 August 2012).
Alex Neuling is a Chartered Accountant and Chartered Secretary with significant corporate and financial experience including as director, chief financial officer and / or company secretary of various ASX-listed companies in the Oil & Gas, mining, mineral exploration and other sectors.
Prior to those roles, Alex worked at Deloitte in London and Perth. Alex also holds an honours degree in Chemistry from the University of Leeds in the United Kingdom and is principal of Erasmus Consulting Pty Ltd which provides company secretarial and financial management consultancy services, to a variety of ASX-listed and other companies.
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DIRECTORS’ REPORT (continued)
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Interests in the shares and options of the Company
The following relevant interests (including indirect interests) in shares and options of the Company or a related body corporate were held by the Directors as at the date of this report or the date each Director ceased to be a Director, as applicable.
| Directors | Fully paid ordinary shares |
Performance Shares |
Options | |
|---|---|---|---|---|
| Mr Paul Underwood | 10,660,000 | - | 55,000,000 | |
| Mr Garry Ralston | 9,500,000 | - | 2,500,000 | |
| Mr Rod Bresnehan | - | 44,416,314* | - | |
| Mr Richard Hayward | - | - | 2,500,000 | |
| Mr Mathew Walker_(former Director, interests shown are as_ | 31,000,000 | |||
| notified at the date he ceased to be a Director, adjusted for the | - | |||
| subsequent expiry of unlisted options held) | ||||
| Mr Stephen Rohde_(former Alternate Director, interests shown_ are as at the date he ceased to be an Alternate Director) |
10,075,000 | - |
*Terms and conditions of Performance Shares are in Notes 6 and 16 to the financial statements
No ordinary shares were issued by the Company during or since the end of the financial year as a result of the exercise of an option.
There are no unpaid amounts on the shares issued.
At the date of this report unissued ordinary shares of the Company under option are:
| Class | Expiry Date | Exercise price | Number of options |
|---|---|---|---|
| A | 14 February 2016 | $0.03 | 15,000,000 |
| B | 14 February 2016 | $0.03 | 15,000,000 |
| C* | 14 February 2016 | $0.04 | 15,000,000 |
| E | 30 June 2015 | $0.04 | 40,000,000 |
| 85,000,000 |
-
Subject to Vesting Conditions
-
Class C – 15,000,000 options exercisable at 4 cents vesting if TNP shares trade at a VWAP of 5 cents or above on the ASX for 10 consecutive trading days;
Dividends
No dividends have been paid or declared since the start of the financial year and the directors do not recommend the payment of a dividend in respect of the financial year.
Principal Activities
The principal activity of the Company during the year was the exploration for natural resources.
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DIRECTORS’ REPORT (continued)
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Review of Operations
Corporate
Since the appointment of Mr Paul Underwood as Executive Chairman and Chief Executve Officer in February 2012 the Company evaluated a number of potential opportunities in the period with the objective of developing a portfolio of value adding projects in the oil, gas and energy sector. Consistent with this strategy, on 30 June 2012, the Company appointed Mr Richard Hayward, an oil & gas industry professional with 25 years experience, as a non-executive Director. Concurrent with the appointment, Mr Mathew Walker resigned as a Director.
During August 2012 the Company announced a placement of 37,500,000 new fully paid ordinary shares at an issue price of $0.015 per share to raise $562,500 before costs. Proceeds of the placement were applied towards new project evaluation, including necessary due diligence and data purchases.
On 10 September 2012 the Company advised that it had entered into an exclusivity agreement with CFT Holdings (HK) Ltd to acquire 100% of the share capital of CFT Heilongjiang (HK) Limited ( CFT ) and thereby CFT’s coal mine gas interests in Northern China. On 5 October 2012 the Company announced that it had executed a share purchase agreement ( Agreement ) to acquire the project interests. The Agreement was subject to a number of conditions precedent, including final due diligence sign-off and shareholder approval.
On 26 October 2012, the Company announced that acquisition due diligence had been completed and that it had agreed to place 150,000,000 new fully paid ordinary shares at $0.015 per share to sophisticated investors to raise up to $2.25m before costs (Placement). On 19 December 2012 shareholders voted overwhelmingly in favour of the acquisition and Placement and on 21 December 2012, the Company issued 151.35m shares under the Placement to raise $2.27m before costs.
On 7 February 2013 Triple announced formal completion of the acquisition. Concurrent with the completion, the appointment of Mr Rodney Bresnehan to the Board took effect.
Coal Mine Gas Project
The acquisition of CFT resulted in Triple having an 80% interest in a Cooperative Joint Venture ( CJV ) with LongMay Coal Mining Company (“LongMay”), one of China’s largest State owned coal mining companies. The CJV has the objective of degassing the coal mining leases held by LongMay and has a life of 45 years.
The equity in the CJV with Longmay is as follows;
-
Triple Energy Ltd - 80% (Operator)
-
LongMay Coal Mining Company – 20%
The CJV operates pursuant to the coal mining leases held by LongMay with the Joint Venture Agreement registered with the relevant Chinese Government authorities. The CJV is staged, initially covering five mine lease areas, with exclusive access that can ultimately extend the CJV area to cover a total of 42 mine lease areas. The CJV was formed such that the coals identified for future underground mining by LongMay can de-gassed and hence facilitate safer underground mining operations in the future. The coals in the respective lease areas have good evidence of being gas charged due to a history of explosions whilst underground mining. The location and depth of the coal seams are relatively already well understood as LongMay have drilled and extensive array of bore holes throughout the Hegang area to delineated them.
An existing gas reticulation network of 118kms is in place and believed to be available for the domestic and industrial market of just under one million people. Within 60kms, there is an additional 3 million people and hence the outlook for future gas contracts is considered to be positive.
There is understood to be an immediate market for any gas that may be produced at a price, of around A$7.00 to A$8.00/mmscf, thus, should the upcoming well programme demonstrate commercial flow rates of gas, it is likely that gas contracts will be available in the near term for the local market which should facilitate the booking of initial reserves.
� Initial Drilling Programme On 11 June 2013 the Company announced that its initial well in Heilongjiang province had been spudded. As 25 June 2013 the well had reached a depth of 188m and was drilling ahead.
Other Projects
The Company continues to evaluate other oil and gas ventures for possible acquisition with the potential to add to Shareholder value.
Operating Results for the Year
The consolidated net loss after income tax attributable to members of the Company amounted to $967,046 (2012: $2,415,446).
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DIRECTORS’ REPORT (continued)
Review of Financial Conditions
As at 31 March 2013 the Consolidated Entity held $2,166,950 in cash and subsequent to year-end completed a placement of approximately 45.45m shares to professional and sophisticated investors to raise approximately $1m before costs of issue. Funds are being applied towards drilling activities at the Company CMM project in the People’s Republic of China and general working capital.
Corporate Governance and Risk Management
Details of the Company’s Corporate Governance and Risk Management policies are contained within the Corporate Governance Statement in the Directors’ Report.
Significant Changes in the State of Affairs of the Consolidated Entity
Other than the Board changes, new project acquisition and equity capital-raisings as noted elsewhere in this Report, there have been no significant changes in the state of affairs of the Consolidated Entity to the date of this Report.
Significant Events After Balance Date
On 16 May 2013 the Company announced a fully subscribed placement of approximately 45.45 million new fully paid ordinary shares at 2.2 cents per share to raise approximately $1 million before costs (“Placement”), concurrently with a Share Purchase Plan (“SPP”) offer to existing shareholders at the same issue price.
Shareholder approval was not required for the Placement and on 20 May 2013 the Company announced that 45,454,546 new shares had been issued under the completed Placement. The SPP offer subsequently closed on 21 June 2013, raising a further $80,000.
On 11 June 2013 the Company advised that the first well at the Company’s CMM project in Heilongjiang province in China had been spudded. As of 28 June 2013, the well had reached a depth of 270m.
Since year-end the Company has issued 3,000,000 new fully paid ordinary shares under the Employee Share Scheme approved by shareholders in December 2012.
Other than as noted above, there have not been any significant events since the balance date.
Likely Developments and Expected Results
Disclosure of information regarding likely developments in the operations of the Company in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Company. Therefore, this information has not been presented in this report.
Environmental Legislation
The Company is subject to the usual environmental and monitoring requirements in respect of its natural resources exploration activities.
The directors are not aware of any significant breaches of these requirements during the period.
Indemnification and Insurance of Directors and Officers
The Company has agreed to indemnify all the directors of the Company for any liabilities to another person (other than the Company or related body corporate) that may arise from their position as directors of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith.
During the financial year the Company paid a premium in respect of a contract insuring the directors and officers of the Company and its controlled entities against any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
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DIRECTORS’ REPORT (continued)
Remuneration Report
This report, which forms part of the directors’ report, outlines the remuneration arrangements in place for the key management personnel of Triple Energy (the “Company”) for the financial year ended 31 March 2013. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for key management personnel (“KMP”) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company.
Key Management Personnel
(i) Directors
Mr Paul Underwood (Executive Chairman and Chief Executive Officer)
Mr Rodney Bresnehan (Non-Executive Technical Director) (appointed 7 February 2013)
Mr Garry Ralston (Non-Executive Director)
Mr Richard Hayward (Non-Executive Director, appointed 30 June 2012)
Mr Mathew Walker (Former Non-Executive Director, resigned 30 June 2012)
Mr Stephen Rohde (Alternate Non-Executive Director) (appointed 19 December 2012, resigned 20 December 2012)
(ii) Executives
Mr Alex Neuling (Company Secretary, appointed 21 August 2012)
Mr James Robinson (Former Company Secretary, resigned 26 July 2012)
Ms Clare Barrett-Lennard (Former Company Secretary appointed 26 July 2012, resigned 21 August 2012)
Remuneration philosophy
The performance of the Company depends upon the quality of the directors and executives. The philosophy of the Company in determining remuneration levels is to:
-
set competitive remuneration packages to attract and retain high calibre employees;
-
� link executive rewards to shareholder value creation; and
-
establish appropriate, demanding performance hurdles for variable executive remuneration
Remuneration Committee
The Board, in its capacity as the Remuneration Committee of the Board of Directors of the Company; and in accordance with the Remuneration Committee Charter is responsible for determining and reviewing compensation arrangements for the directors, the CEO and the executive team.
The Board assesses the appropriateness of the nature and amount of remuneration of directors and executives on a periodic basis by reference to relevant employment market conditions with an overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.
Remuneration structure
In accordance with best practice Corporate Governance, the structure of non-executive director and executive remuneration is separate and distinct.
Non-executive director remuneration
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. The latest determination was at the Annual General Meeting held on 31 August 2010 when shareholders approved an aggregate remuneration of up to $250,000 per year.
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DIRECTORS’ REPORT (continued)
Remuneration report (continued)
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external shareholders as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.
Each director (other than an alternate director) receives a fee for being a director of the Company.
The remuneration of non-executive directors for the period ended 31 March 2013 is detailed in the Remuneration of directors and named executives in Table 1 of this report.
Senior manager and executive director remuneration
Remuneration consists of fixed remuneration and Company options (as determined from time to time). In addition to the Company employees and directors, the Company engages key consultants on a contractual basis. These contracts stipulate the remuneration to be paid to the consultants.
Fixed Remuneration
Fixed remuneration is reviewed annually by the non-executive directors committee (which assumes the role of the Remuneration Committee). The process consists of a review of relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. The Committee has access to external, independent advice where necessary.
Fixed remuneration is paid in the form of cash payments.
The fixed remuneration component of key management personnel is detailed in Table 1.
Key? Employment & Service Contracts
PW Underwood
The Company has engaged Mr Paul Underwood effective as from 14 February 2012 as Executive Chairman and Chief Executive Officer. With effect from December 2012 Mr Underwood is paid monthly remuneration of $10,000 plus statutory superannuation (previously $100,000 annually). Mr Underwood was further issued with share options over the fully paid shares in the Company as described in this Report. The shareholders approved the issue of these options at a meeting of the shareholders on 26 March 2012. Mr Underwood will also be reimbursed for reasonable expenses incurred in carrying out his duties. The Company intends to enter into an Executive Services Agreement with Mr Underwood in due course containing standard provisions for this type of position. The Company understands that it is required to provide a notice period consistent with the position, prior to termination, or alternatively, payment in lieu of service and directors and officers indemnity insurance.
MD Walker
Mr Walker’s employment contract as Managing Director was terminated by mutual agreement on 31 July 2012 following the appointment of Mr Underwood. Mr Walker is a shareholder and Director of Cicero Corporate Services Pty Ltd (“Cicero”). During the year to 31 March 2013, Cicero contracted with the Company to provide Services including rent of the Company’s principal place of business, bookkeeping, accounting, company secretarial services and general corporate administration for a monthly fee of $12,000 plus GST. The contract was terminated on 31 July 2012.
AJ Neuling – Company Secretary
The Company has engaged Erasmus Consulting Pty Ltd (“Erasmus”) to provide consulting services including services provided by Mr Neuling (an employee and Director of Erasmus). The consulting contract between the Company and Erasmus incorporates a monthly minimum retainer of $1,800 (excluding GST) and additional fees on an hourly rate for work performed by Erasmus personnel in excess of 10 director hours per month.
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DIRECTORS’ REPORT
Remuneration of directors and named executives
Table 1: Directors’ and named executives’ remuneration for the year ended 31 March 2013
| Short-term employee benefits Post-employment benefits Equity Other Total |
Short-term employee benefits Post-employment benefits Equity Other Total |
Short-term employee benefits Post-employment benefits Equity Other Total |
% |
|---|---|---|---|
| Non- Monetary Benefits Superannuation |
Prescribed Benefits Options |
Performance Related |
|
| Salary & Fees Bonuses |
|||
| Mr Paul Underwood 97,436 - |
- 8,769 |
- 41,000 - 147,205 |
- |
| Mr Rodney Bresnehan 34,615 - |
- 3,115 |
- - - 37,730 |
- |
| Mr Garry Ralston 23,500 - |
- - |
- 10,250 - 33,750 |
- |
| Mr Richard Hayward 23,500 - |
- - |
- 10,250 - 33,750 |
- |
| Mr Stephen Rohde - - |
- - |
- - - - |
- |
| Mr Mathew Walker 48,000 - |
- 4,320 |
- - - 52,320 |
- |
| Mr Alex Neuling* - - |
- - |
- - - - |
- |
| Mr James Robinson - - |
- - |
- - - - |
- |
| Total 227,051 - |
- 16,204 |
- 61,500 - 304,755 |
- |
*Mr Neuling is not remunerated by the Company. Erasmus Consulting Pty Ltd, an entity controlled by Mr Neuling received fees of $36,586 during the year from the Company.
Table 2: Directors’ and named executives’ remuneration for the year ended 31 March 2012
| Short-term employee benefits Post-employment benefits Equity Other Total |
Short-term employee benefits Post-employment benefits Equity Other Total |
Short-term employee benefits Post-employment benefits Equity Other Total |
% |
|---|---|---|---|
| Non- Monetary Benefits Superannuation |
Prescribed Benefits Options |
Performance Related |
|
| Salary & Fees Bonuses |
|||
| Mr Paul Underwood 8,669 - |
- 1,125 |
- 127,951 - 137,745 |
- |
| Mr Mathew Walker 192,325 - |
- 12,960 |
- - - 205,285 |
- |
| Mr Garry Ralston 30,000 - |
- - |
- - - 30,000 |
- |
| Mr James Robinson 12,500 - |
- - |
- - - 12,500 |
- |
| Mr Tim Johnston 21,779 - |
- - |
- - - 21,779 |
- |
| Total 265,273 - |
- 14,085 |
- 127,951 - 407,309 |
- |
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DIRECTORS’ REPORT (continued)
Directors’ Meetings
The number of meetings of Directors held during the year and the number of meetings attended by each Director was as follows:
| **Board Meetings ** | **Board Meetings ** | |
|---|---|---|
| Director | Attended | Eligible to Attend |
| Mr Paul Underwood | 6 | 6 |
| Mr Rodney Bresnehan | 2 | 2 |
| Mr Richard Hayward | 3 | 3 |
| Mr Garry Ralston | 5 | 6 |
| Mr Mathew Walker | 3 | 3 |
| Mr Stephen Rohde | 1 | 1 |
(Excludes matters determined by circulating resolution)
Auditor’s Independence and Non-Audit Services
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 17 and forms part of this directors’ report for the year ended 31 March 2013.
Non-Audit Services
There were no non-audit services provided by the Company’s auditors in the current financial year.
Signed in accordance with a resolution of the Directors.
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Paul Underwood Executive Chairman Dated this 28[th] day of June 2013
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CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Triple Energy Limited is responsible for establishing the corporate governance framework of the Company having regard to the ASX Corporate Governance Council (‘CGC’) published guidelines as well as its corporate governance principles and recommendations.
Triple Energy Limited’s Corporate Governance Statement is structured with reference to the Corporate Governance Council’s principles and recommendations, which are as follows:
- 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
Triple Energy Limited’s corporate governance practices were in place throughout the year ended 31 March 2013 except where noted.
LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Role and Responsibilities of the Board
The principal responsibilities or functions of the Board are as follows:
-
appointment of the Chief Executive Officer and other senior executives and the determination of their terms and conditions including remuneration and termination;
-
driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;
-
reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
-
approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;
-
approving and monitoring the budget and the adequacy and integrity of financial and other reporting; and
-
ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making.
Evaluation of the performance of senior executives is carried out by the Board or any sub-committee of the Board to whom this responsibility is designated from time to time.
A copy of the Company’s Corporate Governance Plan including the Board Charter is available on the Company’s website at www.tripleenergy.net.
STRUCTURE THE BOARD TO ADD VALUE
The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors’ Report. Directors of Triple Energy Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere with – the exercise of their unfettered and independent judgment.
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CORPORATE GOVERNANCE STATEMENT (continued)
In the context of director independence, 'materiality' is considered from an individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal to or less than 5% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount. Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors that point to the actual ability of the director in question to shape the direction of the Company’s loyalty.
The directors that are considered independent are: Mr Garry Ralston Non-executive Director Mr Richard Hayward Non-executive Director
Notification of Departure : ASX Best Practice Recommendation 2.1 states that a majority of the Board should be independent directors, however only 2 of the 4 current directors of the Company are considered to be independent. The Chairman, Mr Paul Underwood is not considered to be independent by virtue of his being an executive. Mr Rodney Bresnehan is not considered to be independent by virtue of his having been a shareholder of CFT Holdings (HK) Limited, vendors of CFT Heilongjiang (HK) Limited.
Explanation for Departure: The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of appointing additional independent directors. The board of the Company periodically reviews its composition to ensure it is appropriate for the size and stage of development of the Company’s activities and it is currently intended that additional independent directors may be appointed in the future as the Company’s activities develop and the associated expense is considered to be merited.
Notification of Departure : ASX Best Practice Recommendation 2.2 states that the Chairman should be independent, however the Chairman, Mr Paul Underwood, is not at this time considered independent by virtue of his being an executive.
Explanation for Departure: The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of an independent Chairman. The Company's Chairman, Mr Paul Underwood, is considered by the Board not to be independent in terms of the ASX Corporate Governance Council's definition of independent director. However the Board believes that the Chairman is able to and does bring quality and independent judgment to all relevant issues falling within the scope of the role of a Chairman. Mr Underwood has a strong track record in good corporate governance.
There are procedures in place, agreed by the Board, to enable directors in the furtherance of their duties to seek independent professional advice at the Company’s expense.
Notification of Departure : ASX Best Practice Recommendation 2.3 states that the roles of Chairman and Chief Executive Officer should not be exercised by the same individual, however the Chairman, Mr Paul Underwood, is the Company’s Executive Chairman.
Explanation for Departure: The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of an independent Chairman. The Company's Chairman, Mr Paul Underwood, is considered by the Board not to be independent in terms of the ASX Corporate Governance Council's definition of independent director. However the Board believes that the Chairman is able to and does bring quality and independent judgment to all relevant issues falling within the scope of the role of a Chairman. Mr Underwood has a strong track record in good corporate governance.
There are procedures in place, agreed by the Board, to enable directors in the furtherance of their duties to seek independent professional advice at the Company’s expense.
The term in office held by each director in office at the date of this report is as follows:
Name Term in Office Mr Paul Underwood 16 months Mr Garry Ralston 40 months Mr Richard Hayward 12 months Mr Rodney Bresnehan 4 months
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CORPORATE GOVERNANCE STATEMENT (continued)
Performance
The performance of the Board and key executives is reviewed regularly. The performance criteria against which directors and executives are assessed are aligned with the financial and non-financial objectives of Triple Energy Limited. Directors whose performance is consistently unsatisfactory may be asked to retire.
Nomination Committee
Notification of Departure : The Board has not established a separate Nomination Committee as per ASX Best Practice Recommendation 2.4.
Explanation for Departure: The Board considers that the Company is not of a size nor are its affairs of such complexity to justify formation of a nomination committee. Given that the Board has only 4 members, no significant efficiencies are expected to be realised through the establishment of a separate nomination committee. The role of the company’s nomination committee has been assumed by the full Board in accordance with the Company’s nomination committee charter when reviewing the skill base and experience of existing Directors to enable identification or attributes required in new Directors. The Board intends to review the appropriateness of establishing a separate nomination committee in the future should the composition of the Board change such that this is considered to be merited.
A copy of the Company’s nomination committee charter is available on the Company’s website.
PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING
Code of Conduct
The Board has adopted a written Board Code of Conduct which applies to the Directors of the Company. The Board has also adopted a written Code of Conduct which applies to employees and key consultants of the Company and supplements the Board Code of Conduct.
The Company is dedicated to delivering outstanding performance for investors and employees. In achieving this objective, Directors, officers and employees are expected to act with honesty, integrity and responsibility and maintain a strong sense of corporate and social responsibility. In maintaining its corporate and social responsibility the Company will conduct its business ethically and according to its values, consider the environment and ensure a safe, nondiscriminatory and supportive workplace.
Diversity Policy
The Board has adopted a policy in relation to workplace diversity that recognises the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Board is committed to workplace diversity, with a particular focus on supporting the representation of women at the senior level of the Company and on the Board.
Trading Policy
The Board has adopted a policy in relation to dealings in the securities of the Company which applies to all Directors and employees. Under the policy, Directors are prohibited from short term trading in the Company’s securities and Directors and employees are prohibited from dealing in the Company’s securities whilst in possession of price sensitive information. The Chairman, or in his absence, the Company Secretary, must be notified of any proposed transaction and must give clearance for the transaction to proceed.
The Company’s Code of Conduct, Trading Policy and Diversity Policy are available on the Company’s website.
Notification of Departure : The Board has not yet established and reported against measurable objectives for achieving gender diversity as per ASX Best Practice Recommendation 3.4.
Explanation for Departure: Rather than establishing measurable objectives with regard to diversity, the Company is committed to employment of the highest quality of staff regardless of gender, age, ethnicity or cultural background.
The Group currently employs 1.5 full time equivalent women, approximately 25% of total staff levels. There are currently no women occupying key management personnel or Board positions.
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CORPORATE GOVERNANCE STATEMENT (continued)
SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
Audit Committee
Notification of Departure : The Board has not established a separate Audit Committee as per ASX Best Practice Recommendation 4.1.
Explanation for Departure: The Board has not established a separate Audit Committee. The responsibilities of the Audit Committee are assumed by the Board as a whole, in accordance with a charter approved by the Board. The Board meets in this capacity at least twice each year. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non financial considerations such as the benchmarking of operational key performance indicators. The Board has assumed responsibility for establishing and maintaining a framework of internal control and ethical standards during the year. The Board intends to review the appropriateness of establishing a separate audit committee in the future should the composition of the Board change such that this is considered to be merited.
The primary purpose of the Board when considering Audit Committee business is to assist the Board in fulfilling its statutory and fiduciary responsibilities relating to:
-
(a) the quality and integrity of the Company’s financial statements, accounting policies and financial reporting and disclosure practices;
-
(b) compliance with all applicable laws, regulations and company policy;
-
(c) the effectiveness and adequacy of internal control processes;
-
(d) the performance of the Company’s external auditors and their appointment and removal;
-
(e) the independence of the external auditor and the rotation of the lead engagement partner; and
-
(f) the identification and management of business risks.
A secondary function of the Committee (or the Board in the capacity of the Committee) is to perform such special reviews or investigations as the Board may consider necessary.
MAKE TIMELY AND BALANCED DISCLOSURE
The Board is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive and informed market. In accordance with the continuous disclosure requirements under the ASX Listing Rules, the Company has procedures in place to ensure that any price sensitive information is identified, reviewed by Directors and management and disclosed to ASX in a timely manner and that all information provided to ASX is immediately available to shareholders and the market on the Company’s website.
RESPECT THE RIGHTS OF SHAREHOLDERS
The Board aims to ensure that shareholders are kept informed of all major developments affecting the Company. Information is communicated to shareholders as follows:
-
as the Company is a disclosing entity, regular announcements are made to Australian Securities Exchange and to include half-year accounts and year-end financial report;
-
the Board ensures the annual report includes relevant information about the operations of the Company during the year, changes in the state of affairs and details of future developments; and
-
the Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification of the Company’s strategies and goals.
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CORPORATE GOVERNANCE STATEMENT (continued)
RECOGNISE AND MANAGE RISK
The identification, prioritization and effective management of risk, including calculated risk-taking, is viewed as an essential part of the Company's approach to creating long-term shareholder value. Strategic and operational risks are reviewed at least annually as part of the annual strategic planning, business planning, forecasting and budgeting process.
The Company has developed a series of operational risks which the Company believes to be reflective of the industry and geographical locations in which the Company operates. These risk areas are provided here to assist investors to have an understanding of risks faced by the Company and the industry in which we operate. The key risks are, and not limited to:
-
fluctuations in commodity prices and exchange rates;
-
success or otherwise of exploration activities;
-
reliance on licenses, permits and approvals from governmental and land owners authorities;
-
loss of key management;
-
ability to obtain additional financing; and
-
changed operating, market or regulatory environments.
Risk Management Roles and Responsibilities
The Board is responsible for identifying the risks facing the Company, assessing the risks and ensuring that there are controls for these risks, which are to be designed to ensure that any identified risk is mitigated to an acceptable level. The Board will review and discuss strategic risks and opportunities as they arise and arising from changes in the company’s business environment regularly and on an as need basis. The board may delegate some of the abovementioned responsibility to management and committees of the board but maintain the overall responsibility for the process.
Management is responsible for designing, implementing and reporting on the adequacy of the Company's risk management and internal control system. Management reports to the Board at least annually, or more frequently as required, on the Company’s key risks and the extent to which it believes these risks are being managed.
In 2013 the Board reviewed the overall risk profile for the Company and received reports from management on the effectiveness of the Company’s management of its material business risks.
Integrity of Financial Reporting
The Board receives regular reports about the financial condition, operating results and budgets of the Company. The Executive Director provides a formal statement to the Board annually that in all material respects and to the best of his knowledge and belief:
-
the Company’s financial reports present a true and fair view of the Company’s financial condition and operational results are in accordance with relevant accounting standards; and
-
the Company’s risk management and internal control systems are sound, appropriate and operating efficiently and effectively.
REMUNERATE FAIRLY AND RESPONSIBLY
Notification of Departure : The Board has not established a separate Remuneration Committee as per ASX Best Practice Recommendation 8.1.
Explanation for Departure: The Board has not established a Remuneration Committee. The full Board assumes the duties of the Remuneration Committee, in accordance with a charter approved by the Board. Given that the Board currently comprises only 4 members, no significant efficiencies are expected to be realised through establishment of a separate committee. No director participates in Board discussions relating to his own remuneration arrangements. The Board intends to review the appropriateness of establishing a separate nomination committee in the future should the composition of the Board change such that this is considered to be merited.
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CORPORATE GOVERNANCE STATEMENT (continued)
It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions. To assist in achieving this objective, the Board, in accordance with the Remuneration Committee charter reviews the nature and amount of executive directors’ and officers’ emoluments to the Company’s financial and operational performance, however no performance pay is provided. Key Executives may be issued with Company Options or other equity incentives.
The expected outcomes of the remuneration structure are:
-
retention and motivation of key executives;
-
attraction of high quality management to the Company; and
-
Company options allow executives to share the success of Triple Energy Limited.
For a full discussion of the Company’s remuneration philosophy and framework and the remuneration received by directors and executives in the current period please refer to the remuneration report, which is contained within the Directors’ Report.
There is no scheme to provide retirement benefits, other than statutory superannuation to directors.
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Triple Energy Limited for the year ended 31 March 2013, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
b) any applicable code of professional conduct in relation to the audit.
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Perth, Western Australia 28 June 2013
N G NEILL Partner, HLB Mann Judd
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HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
P a g e | 18
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2013
| Notes 2013 |
|
|---|---|
| 2012 | |
| $ | $ |
| Continuing operations | |
| Other income 2 28,924 |
5,131 |
| Share based payments expense (164,000) |
(127,951) |
| Exploration expenditure written off 10 (202,215) |
(1,635,964) |
| Other expenses 2 (629,755) |
(656,662) |
| Loss before income tax expense (967,046) |
(2,415,446) |
| Income tax expense 3 - |
- |
| Loss after tax expense (967,046) |
(2,415,446) |
| Net (loss) for the year (967,046) |
(2,415,446) |
| Other comprehensive income/(loss) - |
- |
| Total comprehensive income/(loss) for theyear (967,046) |
(2,415,446) |
| Loss attributable to: | |
| Owners of the group (967,046) |
(2,415,446) |
| Non-controlling interests - |
- |
| Loss for the year (967,046) |
(2,415,446) |
| Basic loss per share (cents per share) 4 (0.30) |
(1.90) |
| The accompanying notes form part of these financial statements. | |
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2013
| 2013 | |
|---|---|
| 2012 | |
| Notes $ |
$ |
| Assets | |
| Current Assets | |
| Cash and cash equivalents 7 2,166,950 |
734,195 |
| Other current assets 8 123,949 |
93,729 |
| Total Current Assets 2,290,899 |
827,924 |
| Non-Current Assets | |
| Property plant and equipment 9 29,591 |
- |
| Deferred exploration and evaluation expenditure 10 2,034,416 |
9,864 |
| Total Non-Current Assets 2,064,007 |
9,864 |
| Total Assets 4,354,906 |
837,788 |
| Liabilities | |
| Current Liabilities | |
| Trade and otherpayables 11 229,928 |
102,700 |
| Total Current Liabilities 229,928 |
102,700 |
| Non-Current Liabilities - |
- |
| Total Liabilities 229,928 |
102,700 |
| Net Assets 4,124,978 |
735,088 |
| Equity | |
| Issued capital 12 27,887,943 |
25,039,090 |
| Reserves 13 991,951 |
(254,694) |
| Accumulated losses 13 (25,016,354) |
(24,049,308) |
| Parent entity interest 3,863,540 |
735,088 |
| Non-controllinginterests 13 261,438 |
- |
| Total equity 4,124,978 |
735,088 |
The accompanying notes form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2013
| Issued Capital Reserves Accumulated Losses Total Non- controlling interests Total equity |
|
|---|---|
| As at 1 April 2011 Loss for the period Total comprehensive income/ (loss) for the period Shares and options issued Transaction costs on share issue As at 31 March 2012 |
$ $ $ $ $ $ 22,696,239 (707,645) (21,633,862) 354,732 - 354,732 |
| - - (2,415,446) (2,415,446) - (2,415,446) |
|
| - - (2,415,446) (2,415,446) - (2,415,446) |
|
| 2,490,000 452,951 - 2,942,951 - 2,942,951 (147,149) - - (147,149) - (147,149) |
|
| 25,039,090 (254,694) (24,049,308) 735,088 - 735,088 |
| As at 1 April 2012 Loss for the period Total comprehensive loss for the period Transfers Shares and options issued Transaction costs on share issue As at 31 March 2013 |
25,039,090 (254,694) (24,049,308) 735,088 - 735,088 |
|---|---|
| - - (967,046) (967,046) - (967,046) |
|
| - - (967,046) (967,046) - (967,046) |
|
| (1,082,645) 1,082,645 - - - - 4,112,750 164,000 - 4,276,750 261,438 4,538,188 (181,252) - - (181,252) - (181,252) |
|
| 27,887,943 991,951 (25,016,354) 3,863,540 261,438 4,124,978 |
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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2013
| Notes | 2013 2012 $ $ |
|---|---|
| Cash flows from operating activities Interest received Payments to suppliers and employees Net cash flows (used in) operating activities 7 Cash flows from investing activities Payments for exploration and evaluation expenditure Payments for other fixed assets Loans to other entities Net cash flows on acquisition of subsidiary Net cash flows (used in)/from investing activities Cash flows from financing activities Proceeds from issue of shares and options Transaction costs on issue of shares Net cash flows from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period 7 Cash and cash equivalents at the end of the period |
Inflows/(Outflows) |
| 28,924 5,079 (532,747) (635,345) |
|
| (503,823) (630,266) |
|
| (474,329) (1,640,886) (4,804) - (500,000) - 264,213 - |
|
| (714,920) (1,640,886) |
|
| 2,832,750 2,815,000 (181,252) (150,440) |
|
| 2,651,498 2,664,560 | |
| 1,432,755 393,408 734,195 340,787 |
|
| 2,166,950 734,195 | |
P a g e | 22
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The financial statements are general purpose financial statements, which have been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply with other requirements of the law.
The financial statements comprise the consolidated financial statements of the Company and its subsidiaries (the Group). For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity.
The financial statements have also been prepared on a historical cost basis. Cost is based on the fair values of the consideration given in exchange for assets.
The financial statements are presented in Australian dollars.
The Company is a listed public company, domiciled in Australia and operating in Australia (with subsidiaries operating internationally). The principal activity of the Group is the exploration for natural resources.
(b) Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 31 March 2013, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.
It has been determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Group’s business and, therefore, no change is necessary to Group accounting policies.
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 31 March 2013. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Group’s business and, therefore, no change necessary to Group accounting policies.
(c) Statement of compliance
The financial statements were authorised for issue on 28 June 2013.
The financial statements comply with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).
(d) Basis of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Triple Energy Ltd (‘the Company’) as at 31 March 2013 and the results of all subsidiaries for the year then ended. Triple Energy Ltd and its subsidiaries are referred to in this financial report as the group or the consolidated entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing when the Group controls another entity.
Unrealised gains or transactions between the Group and its associates are eliminated to the extent of the Group’s interests in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2013
(d) Basis of consolidation (continued)
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are presented separately in the statement of comprehensive income and within equity in the consolidated statement of financial position. Losses are attributed to the non-controlling interests even if that results in a deficit balance.
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within equity attributable to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill) and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Group had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139 ‘Financial Instruments: Recognition and Measurement’ or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.
(e) Critical accounting judgements and key sources of estimation uncertainty
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black and Scholes model. The Group measures the cost of cash-settled share-based payments at fair value at the grant date using the Black and Scholes formula taking into account the terms and conditions upon which the instruments were granted, as discussed in Note 16.
(f) Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
(i) Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.
(g)
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(h) Trade and other receivables
Trade receivables are measured on initial recognition at fair value. Trade receivables are generally due for settlement within periods ranging from 15 days to 30 days.
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Group in making this determination include known significant financial difficulties of
P a g e | 24
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(h) Trade and other receivables (continued)
the debtor, review of financial information and significant delinquency in making contractual payments to the Group.
The amount of the impairment loss is recognised in the income statement within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income.
(i) Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation.
Land and buildings are measured at fair value less accumulated depreciation on buildings and less any impairment losses recognised after the date of the revaluation.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Buildings – over 20 years
Plant and equipment – over 5 to 15 years
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to approximate fair value.
An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount.
For plant and equipment, impairment losses are recognised in the statement of comprehensive income in the cost of sales line item. However, because land and buildings are measured at revalued amounts, impairment losses on land and buildings are treated as a revaluation decrement.
(ii) Revaluations
Following initial recognition at cost, land and buildings are carried at a revalued amount which is the fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and any subsequent accumulated impairment losses.
Fair value is determined by reference to market-based evidence, which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation date.
Any revaluation increment is credited to the asset revaluation reserve included in the equity section of the statement of financial position, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss.
Any revaluation decrease is recognised in profit or loss, except that a decrease offsetting a previous revaluation increase for the same asset is debited directly to the asset revaluation reserve to the extent of the credit balance existing in the revaluation reserve for that asset.
An annual transfer from the asset revaluation reserve to retained earnings is made for the difference between depreciation based on the revalued carrying amounts of the assets and depreciation based on the assets' original costs.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(i) Property, plant and equipment (continued)
Additionally, any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amounts of the assets and the net amounts are restated to the revalued amounts of the assets.
Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.
Independent valuations are performed with sufficient regularity to ensure that the carrying amounts do not differ materially from the assets' fair values at the balance date.
(iii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
(j) Derecognition of financial assets and financial liabilities
(i) Financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is derecognised when:
-
the rights to receive cash flows from the asset have expired;
-
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or
-
the Group has transferred its rights to receive cash flows from the asset and either:
-
(a) has transferred substantially all the risks and rewards of the asset, or
-
(b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When continuing involvement takes the form of a written and/or purchased option (including a cash-settled option or similar provision) on the transferred asset, the extent of the Group’s continuing involvement is the amount of the transferred asset that the Group may repurchase, except that in the case of a written put option (including a cash-settled option or similar provision) on an asset measured at fair value, the extent of the Group’s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.
(ii) Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.
(k) Foreign currency translation
The functional and presentation currency of Triple Energy Limited is Australian dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(l) Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
-
when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
-
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
-
when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
-
when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(m) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
-
when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
-
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(n) Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cashgenerating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(o) Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.
(p)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(p) Provisions (continued)
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate assets but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
(q) Share-based payment transactions
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Triple Energy Limited (market conditions) if applicable.
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.
Cash settled transactions:
The Group also provides benefits to employees in the form of cash-settled share-based payments, whereby employees render services in exchange for cash, the amounts of which are determined by reference to movements in the price of the shares of Triple Energy Limited.
The cost of cash-settled transactions is measured initially at fair value at the grant date using the Black-Scholes formula taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is re-measured to fair value at each balance date up to and including the settlement date with changes in fair value recognised in profit or loss.
(r) Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(s) Earnings per share
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:
-
costs of servicing equity (other than dividends) and preference share dividends;
-
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
-
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
(t)
Exploration and evaluation
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
-
(i) the rights to tenure of the area of interest are current; and
-
(ii) at least one of the following conditions is also met:
-
(a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
-
(b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.
(u)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Triple Energy Limited.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(v) Parent entity financial information
-
The financial information for the parent entity, Triple Energy Limited, disclosed in Note 24 has been prepared on the same basis as the consolidated financial statements, except as set out below:
-
i. investments in subsidiaries, associates and joint venture entities Investments in subsidiaries , associates and joint venture entities are accounted for at cost in the parent entity’s financial statements.
-
ii. Share-based payments
The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution to that subsidiary undertaking. The fair value of employee services received; measured by reference to the grant date fair value, is recognised over the vesting period as an increase to the investment in subsidiary undertaking, with a corresponding credit to equity.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 2: REVENUES AND EXPENSES
| (a) Other income Interest Other (b) Expenses Accounting and audit fees Administrative expenses Directors’ fees(includes termination payment for previous CEO) Foreign exchange loss/(gain) Insurance Legal fees Project evaluation costs Rent Travel expenses Other |
CONSOLIDATED |
|---|---|
| 2013 2012 |
|
| $ $ |
|
| 28,924 5,079 - 52 |
|
| 28,924 5,131 |
|
| 34,084 32,589 176,579 74,412 243,226 270,689 (4,530) (3,298) 10,285 17,887 28,345 15,469 39,510 16,758 66,741 118,000 33,096 111,687 2,419 2,469 |
|
| 629,755 656,662 |
NOTE 3: INCOME TAX
| (a) Income tax benefit (b) Numerical reconciliation between tax expense and pre- tax net loss Loss before income tax benefit Income tax using the Company’s domestic tax rate of 30% (2012: 30%) Non-deductible expenses/(deductible tax adjustments) Other timing differences not recognised Current year losses for which no deferred tax asset was recognised Income tax benefit/(expense) attributable to entity |
- - |
|---|---|
| (967,046) (2,415,446) |
|
| (290,111) (724,634) 109,865 625,236 - 384 180,246 99,014 |
|
| - - |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 3: INCOME TAX (continued)
(c) Tax losses
Unused tax losses for which no deferred tax asset has been recognised have not been recognised as a deferred tax asset as the future recovery of these losses is subject to the Company satisfying the requirements imposed by the regulatory authorities. The benefit of deferred tax assets not brought to account will only be brought to account if:
-
Future assessable income is derived of a nature and an amount sufficient to enable the benefit to be realised; and
-
The conditions for deductibility imposed by tax legislation continue to be complied with and no changes in tax legislation adversely affect the Company in realising the benefit.
Prior period tax losses are deductible to the Company if the Company continues to pass the requirements of either the continuity of ownership test or the same business test. It is probable that the Company has failed the continuity of ownership test and same business test during a previous financial year. Specifically the Company’s major shareholder disposed of its 56.67% interest in the Company on 25 September 2009 resulting in the probable breach of the continuity of ownership test. Further there was a change in the business of the Company as a result of the Company’s move away from the medical technology business conducted by it prior to November 2009. As a result, as at 31 March 2013 it is assumed that the requirements of the continuity of ownership test have been satisfied from 25 September 2009 onwards and therefore tax losses incurred prior to 25 September 2009 are no longer tax deductible to the Company. As at 31 March 2013 the Company has estimated carry forward tax losses of $739,921 (31 March 2012: $559,675).
| (d) Unrecognised temporary differences Net deferred tax assets (calculated at 30% (2012:30%)) have not been recognised in respect of the following items: Tax losses Prepayments Capital raising costs recognised directly in equity Unrecognised deferred tax assets/(liabilities) relating to the above temporary differences |
CONSOLIDATED |
|---|---|
| 2013 2012 |
|
| $ $ |
|
| 180,246 99,014 - (2,611) - 1,485 |
|
| 180,246 97,888 |
NOTE 4: EARNINGS PER SHARE
| (a) Earnings used in calculating earnings per share For basic earnings per share: Continuing Operations (b) Weighted average number of shares Weighted average number of ordinary shares for basic earnings per share There are no potential ordinary shares that are considered dilutive, as a result no dilutive earnings per share has been disclosed. |
CONSOLIDATED |
|---|---|
| 2013 2012 |
|
| $ $ |
|
| (967,046) (2,415,446) |
|
| 318,547,945 155,516,569 |
|
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
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NOTE 5: OPERATING SEGMENTS
Identification of reportable segments
Triple Energy Limited is focused on the oil and gas sector.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the executive management team (the chief operating decision makers) in assessing performance and in determining the allocation of resources.
The operating segments are identified by management based on the nature of its interests and projects. Discrete financial information about each of these projects is reported to the executive management team on at least a monthly basis.
Location of interests and nature of projects
Oil and gas exploration projects
The Group’s current project is located in the People’s Republic of China. The Company continues to review other potential opportunities within the oil and gas sector internationally.
Accounting policies and inter-segment transactions
The accounting policies used by the Group in reporting segments internally are the same as those contained in Note 1 to the accounts and in the prior period.
| Year ended 31 March 2013 Total segment revenue Segment net operating loss after tax Interest revenue Other non-cash expenses Segment assets Segment liabilities Cash flow information Net cash flow from operating activities Net cash flow from investing activities Net cash flow from financing activities |
CONSOLIDATED |
|---|---|
| Oil and Gas Projects $ Unallocated Items $ Total $ |
|
| - 28,924 28,924 |
|
| (241,725) (725,321) (967,046) |
|
| - 28,924 28,924 - (164,000) (164,000) 2,838,935 1,515,971 4,354,906 |
|
| 41,438 188,490 229,928 |
|
| - (503,823) (503,823) (714,920) - (714,920) - 2,651,498 2,651,498 |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 5: OPERATING SEGMENTS (continued)
| Year ended 31 March 2012 Total segment revenue Segment net operating loss after tax Interest revenue Other non-cash expenses Segment assets Segment liabilities Cash flow information Net cash flow from operating activities Net cash flow from investing activities Net cash flow from financing activities |
CONSOLIDATED |
|---|---|
| Oil and Gas Projects $ Unallocated Items $ Total $ |
|
| - 5,131 5,131 |
|
| (1,652,722) (762,724) (2,415,446) |
|
| - 5,079 5,079 - (127,951) (127,951) 9,864 827,924 837,788 |
|
| - 102,700 102,700 |
|
| - (630,266) (630,266) (1,640,886) - (1,640,886) - 2,664,560 2,664,560 |
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2013
NOTE 6: ACQUSITION OF SUBISDIARY
On 7 February 2013, the Group obtained 100% of share capital of CFT Heilongjiang (HK) Ltd ( CFT ). CFT holds 80% of Heilongjiang Aolong Energy Co. Ltd a co-operative joint venture established under the laws of the People’s Republic of China, effective 1 January 2013.
(a) Consideration
The following summarises the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date.
| Cash Shares issued Performance shares |
Number Fair Value per security $ |
|
|---|---|---|
| Fair Value $ |
||
| 30,000,000 0.016 350,000,000 0.016* |
134,623 480,000 800,000 |
|
| 1,414,623 |
*In accordance with the relevant accounting standards, only Tranche 1 Performance Shares have been valued in determining the cost of the share based consideration.
Equity instruments issued
On 7 February 2013, pursuant to Shareholder Approval, the Company issued consideration in the form of 350,000,000 performance shares (“Performance Shares”) in 4 tranches which at the date of acquisition had a fair value of $800,000. Vesting milestones and other terms and conditions of the Performance Shares are as detailed in Note 12.
The fair value of the ordinary shares issued was based on the last traded price of the Shares immediately prior to the date of Shareholder approval for their issue.
(b) Assets and liabilities acquired
| Property, plant and equipment Deferred exploration and evaluation expenditure Trade receivables Cash and cash equivalents Existing loans to Triple Energy Limited Trade and other payables Non-controlling interests |
Acquiree’s carrying amount $ Fair Value $ |
|---|---|
| 24,787 24,787 1,051,747 1,648,670 1,545 1,545 398,836 398,836 (500,000) (500,000) (21,067) (21,067) (138,148) (138,148) |
|
| 817,700 1,414,623 |
The subsidiary contributed no revenue or net losses to the Group for the year ended 31 March 2013. The net cash obtained on acquisition amounted to $264,213.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 7: CASH AND CASH EQUIVALENTS
| Cash at bank and on hand Short-term deposits Bank guarantee |
CONSOLIDATED |
|---|---|
| 2013 2012 |
|
| $ $ |
|
| 2,151,642 109,195 - 615,000 15,308 10,000 |
|
| 2,166,950 734,195 |
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.
The Group did not engage in any non-cash financing activities for the period ended 31 March 2013 was not party to any borrowing facilities for the same period.
| Reconciliation of loss for the year to net cash flows from operating activities (Loss) for the year Adjustments for: Share based payments expenditure Write off of exploration expenditure Change in net assets and liabilities: (Increase)/decrease in trade and other receivables (Decrease)/increase in trade and other payables Net cash used in operating activities |
CONSOLIDATED |
|---|---|
| 2013 2012 |
|
| $ $ |
|
| (967,046) (2,415,446) 164,000 127,951 202,215 1,652,722 (30,220) 2,628 127,228 1,879 |
|
| (503,823) (630,266) |
NOTE 8: OTHER CURRENT ASSETS
| GST receivables Prepayments Other receivables Trade and other receivables |
CONSOLIDATED |
|---|---|
| 2013 2012 |
|
| $ $ |
|
| 14,880 18,238 107,460 8,771 1,609 66,720 |
|
| 123,949 93,729 |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 9: PROPERTY, PLANT AND EQUIPMENT
| OTE 9: PROPERTY, PLANT AND EQUIPMENT |
|
|---|---|
| Cost As at 1 April 2011 As at 31 March 2012 As at 1 April 2012 Acquired with subsidiary Other additions As at 31 March 2013 Carrying amounts At 31 March 2012 At 31 March 2013 |
CONSOLIDATED |
| Land and buildings Fixtures and fittings Total |
|
| $ $ $ |
|
| - - - |
|
| - - - |
|
| - - - 13,682 11,105 24,787 - 4,804 4,804 |
|
| 13,682 15,909 29,591 |
|
| - - - |
|
| 13,682 15,909 29,591 |
NOTE 10: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
| Exploration and evaluation phase – at cost Balance at beginning of year Exploration expenditure Fair value of exploration on acquisition (Note 6) Application costs Write off of exploration expenditure Total deferred exploration and evaluation expenditure |
CONSOLIDATED |
|---|---|
| 2013 2012 |
|
| $ $ |
|
| 9,864 4,942 578,097 1,631,022 1,648,670 - - 9,864 (202,215) (1,635,964) |
|
| 2,034,416 9,864 |
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent on the successful development and commercial exploitation or alternatively sale of the interest.
NOTE 11: TRADE AND OTHER PAYABLES (CURRENT)
| OTE 11: TRADE AND OTHER PAYABLES (CURRENT) |
|
|---|---|
| Trade and other payables | CONSOLIDATED |
| 2013 2012 |
|
| $ $ |
|
| 229,928 102,700 |
|
| 229,928 102,700 |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
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NOTE 12: ISSUED CAPITAL
CONSOLIDATED
| 2013 No. 2012 No. Ordinary shares (a) Issued and fully paid 468,850,000 250,000,000 Performance Shares (b) 350,000,000 - |
2013 2012 |
|---|---|
| $ $ |
|
| 27,087,943 25,039,090 800,000 - |
|
| 27,887,943 25,039,090 |
(a) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting or by proxy, is entitled to one vote. Upon a poll of every holder is entitled to one vote per share held.
Movements in ordinary shares on issue during the year are as follows:
CONSOLIDATED
| Movements in ordinary shares on issue At 1 April Movements during the period: Issued for cash Exercise of share options Issued to acquire subsidiary Transfer of capital reserve Transaction costs At 31 March |
2013 2012 |
|---|---|
| No. $ No. $ |
|
| 250,000,000 25,039,090 86,000 22,696,239 188,850,000 2,832,750 164,000,000 2,490,000 - - - - 30,000,000 480,000 - - - (1,082,645) - - - (181,252) - (147,149) |
|
| 468,850,000 27,087,943 164,086,000 25,039,090 |
(b) Performance Shares
As detailed in Note 6, on 7 February 2013, pursuant to shareholder approval, the Company issued 350,000,000 Performance Shares in respect of the acquisition of CFT Heilongjiang (HK) Ltd. The Performance Shares were issued in 4 tranches, as follows:
| Tranche 1 Tranche 2 Tranche 3 Tranche 4 TOTAL |
50,000,000 50,000,000 125,000,000 125,000,000 |
|---|---|
| 350,000,000 |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 12: ISSUED CAPITAL (continued)
Vesting milestones for each tranche of Performance Shares are detailed below:
Tranche 1 Performance Shares
Vesting upon successful data acquisition from the near term drill stem test well on the CFT CBM Project, such data establishing flow and pressure build-up information demonstrating reservoir permeabilities interpreted to provide commercial gas flow rate estimates and gas composition information to enable the experts report to be completed to confirm recoverable gas estimates. The Tranche 1 Performance Shares expire 9 months from the date of issue.
Tranche 2 Performance Shares
Vesting upon the drilling and coring of two pressurised core wells on the CFT CBM Project testing for gas saturation and desorption isotherms and drill stem tests, which confirm sufficient long term gas flow rates to support a financial investment decision to commence a commercial development of a meaningful gas production operation (i.e. 20 well development with a forecast production rate of not less than 10MMscf/d), together with all regulatory approvals. The Tranche 2 Performance Shares expire 12 months from the date of issue.
Tranche 3 Performance Shares
Vesting upon the completion of 10 development wells having been drilled and completed on the CFT CBM Project or the completion of an alternative development well drill programme which the parties have agreed, which independent engineers prognose will deliver an equivalent or better economic development outcome at a similar cost as a 10 well programme producing not less than 5 mmscf/day. The Tranche 3 Performance expire 18 months from the date of issue.
Tranche 4 Performance Shares
Vesting upon the completion of 20 development wells having been drilled and completed on the CFT CBM Project or the completion of an alternative development well drill programme which the parties have agreed, which independent engineers prognose will deliver an equivalent or better economic development outcome at a similar cost as a 20 well programme producing not less than 10 mmscf/day. The Tranche 4 Performance Shares expire 24 months from the date of issue.
Other terms and conditions of the Performance Shares include:
-
(a) ( Performance Shares ) Each Performance Share is a fully paid ordinary share in the capital of the Company.
-
(b) ( Notices ) The Performance Shares shall not confer on the holder the right to receive notices of general meetings or any other documents sent to the Company’s shareholders.
-
(c) ( No Voting Rights ) The Performance Shares do not entitle the holder to vote on any resolutions proposed at a general meeting of shareholders of the Company.
-
(d) ( No Dividend Rights ) The Performance Shares do not entitle the holder to any dividends.
-
(e) ( Rights on Winding Up ) The Performance Shares participate in the surplus profits or assets of the Company upon winding up only to the extent of $0.000001 per Performance Share.
-
(f) ( Not Transferable ) The Performance Shares are not transferable.
-
(g) ( Reorganisation of Capital ) If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation.
-
(h) ( Application to ASX ) The Performance Shares will not be quoted on the ASX. However, upon conversion of the Performance Shares into ordinary shares in accordance with the Milestones, the Company must, within seven (7) days after the conversion, apply for the official quotation of the shares arising from the conversion on the ASX.
-
(i) ( Participation in Entitlements and Bonus Issues ) Holders of Performance Shares will not be entitled to participate in new issues of capital offered to the Company’s shareholders, such as bonus issues and entitlement issues.
-
(j) ( No Other Rights ) The Performance Shares give the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
-
(k) ( Conversion on achievement of Milestones ) Each Performance Share will automatically convert into 1 share upon the relevant Milestone being satisfied.
P a g e | 40
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 12: ISSUED CAPITAL (continued)
-
(l) ( Failure to satisfy the Milestones ) If a Milestone is not satisfied by the date specified by the Company, then, the Performance Shares will automatically convert into ordinary shares on the basis of 1 share for every 10,000,000 Performance Shares, or part thereof (rounded to the nearest whole number, and in the case where the fraction is exactly half a share, the fraction will be rounded up to the nearest whole number).
-
(m) ( Conversion Procedure ) The Company will issue the holder with a holding statement for the shares as soon as practicable following the conversion of the Performance Shares into shares.
-
(n) ( Ranking of Shares ) The shares into which the Performance Shares will convert will rank pari passu in all respects with the Company’s existing shares.
(c) Options
Company options carry no voting rights and no right to dividends.
CONSOLIDATED
| Options on issue Movements in share options Outstanding at the beginning of the year Granted during the year Forfeited/cancelled during the year* Exercised during the year Expired during the year Outstanding at the end of the year |
2013 2012 |
|
|---|---|---|
| No. No. |
||
| 85,000,000 159,000,000 |
||
| 2013 | 2012 | |
| No. $ |
No. $ |
|
| 159,000,000 827,951 40,000,000 164,000 (15,000,000) - - - (99,000,000) - |
86,000,000 375,000 159,000,000 452,951 - - - - (86,000,000) - |
|
| 85,000,000 991,951 |
159,000,000 827,951 |
-
25,000,000 Advisor options exercisable at 4 cents on or before 30 June 2015 and 15,000,000 Directors options exercisable at 4 cents on or before 30 June 2015.
-
** Class D – 15,000,000 options cancelled in the year.
P a g e | 41
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 13: RESERVES
| As at 1 April 2011 Loss for the period Total comprehensive income/(loss for the period) Shares and options issued Transaction costs on share issue As at 31 March 2012 As at 1 April 2012 Loss for the period Total comprehensive income/(loss for the period) Ordinary Shares issued Performance shares Issued Options granted Transfers Transaction costs on share issue As at 31 March 2013 |
Issued Capital Capital Reserves Share based payment reserve Accumulated losses Total Non- controlling interests Total equity |
|---|---|
| $ $ $ $ $ $ $ |
|
| 22,696,239 (1,082,645) 375,000 (21,633,862) 354,732 - 354,732 |
|
| - - - (2,415,446) (2,415,446) - (2,415,446) |
|
| - - - (2,415,446) (2,415,446) - (2,415,446) |
|
| 2,490,000 - 452,951 - 2,942,951 - 2,942,951 (147,149) - - - (147,149) - (147,149) |
|
| 25,039,090 (1,082,645) 827,951 (24,049,308) 735,088 - 735,088 |
|
| 25,039,090 (1,082,645) 827,951 (24,049,308) 735,088 - 735,088 |
|
| - - - (967,046) (967,046) - (967,046) |
|
| - - - (967,046) (967,046) - (967,046) |
|
| 3,312,750 - - - 3,312,750 261,438 3,574,188 800,000 - - - 800,000 - 800,000 - 164,000 - 164,000 - 164,000 (1,082,645) 1,082,645 - - - - - (181,252) - - - (181,252) - (181,252) |
|
| 27,887,943 - 991,951 (25,016,354) 3,863,540 261,438 4,124,978 |
P a g e | 42
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 13: RESERVES (continued)
Share based payment reserve
The share based payment reserve is used to record the proceeds received as consideration for options granted during the year. Also, where equity instruments have been issued as consideration for the acquisition of assets and are required to be separately valued, any difference between fair value of the instrument granted and the actual book value of the assets received.
NOTE 14: SUBSIDIARIES
Details of the Group’s subsidiaries at the end of the reporting period are as follows:
| Name of subsidiary | Principal activity | Place of incorporation and operation |
Proportion of ownership interest and voting power held by the Group |
Proportion of ownership interest and voting power held by the Group |
|---|---|---|---|---|
| 31 March 2013 | 31 March 2012 | |||
| Tango Energy, Inc | Holds interests in Oil and Gas exploration |
USA | 100% | 100% |
| CFT Heilongjiang (HK) Ltd |
Oil and Gas investment | Hong Kong | 100% | - |
| Heilongjiang Aolong Energy Co. Ltd |
Coal mine gas exploration |
China | 80% | - |
NOTE 15: FINANCIAL INSTRUMENTS
| OTE 15: FINANCIAL INSTRUMENTS |
|
|---|---|
| Financial assets Cash and cash equivalents Financial liabilities Trade and other payables |
CONSOLIDATED |
| 2013 2012 |
|
| $ $ |
|
| 2,166,950 734,195 |
|
| 229,928 102,700 |
P a g e | 43
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2013
NOTE 15: FINANCIAL INSTRUMENTS (continued)
The following table details the expected maturity/s for the Company’s non-derivative financial assets. These have been drawn up based on undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the Company anticipates that the cash flow will occur in a different period.
| Weighted | ||||||||
|---|---|---|---|---|---|---|---|---|
| average | ||||||||
| effective | Less than 1 | 3 months – | ||||||
| interest rate | month | 1 – 3 Months | 1 year |
1 – 5 years | 5+ years | |||
| % | $ | $ | $ | $ | $ | |||
| 2013 | ||||||||
| Non-interest bearing | - | - | - |
- | - | - | ||
| Variable interest rate instruments | 3.05% | 2,166,950 | - |
- | - | - | ||
| Fixed interest rate instruments | - | - | - |
- | - | - | ||
| 2,166,950 | - |
- | - | - | ||||
| 2012 | ||||||||
| Non-interest bearing | - | 119,195 | - |
- | - | - | ||
| Variable interest rate instruments | - | - | - |
- | - | - | ||
| Fixed interest rate instruments | 4.75% | - | 615,000 |
- | - | - | ||
| 119,195 | 615,000 |
- | - | - |
The following tables detail the Company’s remaining contractual maturity/s for its non-derivative financial liabilities. These are based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
| Weighted | Less than 1 – 3 3 months – |
|---|---|
| average effective interest rate |
|
| 1 month Months 1 year 1 – 5 years 5+ years |
|
| % | $ $ $ $ $ |
| 2013 Non-interest bearing - Variable interest rate instruments - Fixed interest rate instruments - 2012 Non-interest bearing - Variable interest rate instruments - Fixed interest rate instruments - |
- 229,928 - - - - - - - - - - - - - |
| - 229,928 - - - |
|
| - 102,700 - - - - - - - - - - - - - |
|
| - 102,700 - - - |
P a g e | 44
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2013
NOTE 16: SHARE BASED PAYMENTS
At 31 March 2013, the Group has the following share-based payment arrangements.
Triple Energy Ltd Employee Share Plan
The Triple Energy Ltd Employee Share Plan was approved by shareholders at the General Meeting of 19 December 2012. Participation of the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
Share option programmes (equity settled)
During the year options have been issued to both Directors and Advisors. Details of the option conditions are included in note 12.
NOTE 17: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group has exposure to the following risks from their use of financial instruments:
-
Credit risk
-
� Liquidity risk � Market risk
This note presents the information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital.
The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing each of these risks as summarised below.
The Group’s principal financial instruments comprise cash and short term deposits. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Group. The Group also has other financial instruments such as trade debtors and creditors which arise directly from its operations. For the year ended 31 March 2013, it has been the Group’s policy not to trade in financial instruments.
(a) Credit risk management
Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Company uses publicly available financial information and its own trading record to rate its major customers. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee annually.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents the Company’s maximum exposure to credit risk without taking account of the value of any collateral obtained.
(b) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Company did not have any undrawn facilities at its disposal as at balance date.
P a g e | 45
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 17: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(c) Interest rate risk management
The Company is exposed to interest rate risk as the Company deposits the bulk of the Company’s cash reserves in Term Deposits with the NAB. The risk is managed by the Company by maintaining an appropriate mix between short term and medium-term Deposits. The Company’s exposures to interest rate on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.
(d) Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of the holdings of financial instruments. The Company is exposed to movements in market interest rates on short term deposit, and foreign currency movements on the trade receivables. The policy is to monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The Company does not have short or long term debt, and therefore this risk is minimal. The Company limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have acceptable credit ratings.
NOTE 18: COMMITMENTS AND CONTINGENCIES
Guarantees
Triple Energy Limited established a bank guarantee in respect of its leased offices at 100 Railway Road Subiaco for an amount of $15,000 (2012: No guarantees)
Operating lease commitments – Group as lessee
The Group has entered into a commercial lease in respect of its office premises. The lease has a minimum duration of less than one year from year-end.
Future minimum rentals payable under non-cancellable operating leases as at 31 March are as follows:
| Within one year After one year but not more than five years More than five years |
CONSOLIDATED 2013 $’000 2012 $’000 |
|---|---|
| 24,125 - - - - - |
|
| 24,125 - |
Capital expenditure commitments
As at balance date, the Group also had outstanding future commitments under equipment purchase contacts as follows:
| Within one year After one year but not more than five years More than five years |
CONSOLIDATED 2013 $’000 2012 $’000 |
|---|---|
| 181,801 - - - - - |
|
| 181,801 - |
P a g e | 46
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 19: DIVIDENDS
The directors of the Company have not declared any dividend for the year ended 31 March 2013 (2012: nil).
NOTE 20: EVENTS SUBSEQUENT TO BALANCE DATE
On 16 May 2013 the Company announced that it has agreed a fully subscribed placement of approximately 45.45 million new fully paid ordinary shares at 2.2 cents per share to raise approximately $1 million before costs (“Placement”), concurrently with a Share Purchase Plan (“SPP”) offer to existing shareholders at the same issue price.
Shareholder approval was not required for the Placement and on 20 May 2013 the Company announced that 45,454,546 new shares had been issued under the completed Placement. The SPP offer closed on 21 June 2013 and a further 3,636,364 new shares were issued, raising $80,000.
On 11 June 2013 the Company advised that the first well at the Company’s CMM project in Heilongjiang province in China had been spudded. As of 25 June 2013, the well had reached a depth of 270m.
Since year-end the Company has issued 3,000,000 new fully paid ordinary shares under the Employee Share Scheme approved by shareholders in December 2012.
Other than as noted above, there have not been any significant events since the balance date.
NOTE 21: AUDITOR’S REMUNERATION
The auditor of Triple Energy Limited is HLB Mann Judd.
| Amounts received or due and receivable by HLB Mann Judd for: Preparation of independent accountant’s report Audit or review of financial reports |
2013 2012 |
|---|---|
| $ $ |
|
| 7,500 - 17,030 21,725 |
|
| 24,530 21,725 |
NOTE 22: DIRECTORS AND EXECUTIVES DISCLOSURES
(a) Details of Key Management Personnel
| Mr Paul Underwood | Executive Chairman and Chief Executive Officer |
|---|---|
| Mr Rodney Bresnehan | Non-Executive Director (appointed 7 February 2013) |
| Mr Garry Ralston | Non-Executive Director |
| Mr Richard Hayward | Non-Executive Director (appointed 30 June 2012) |
| Mr Stephen Rohde | Alternate Director (appointed 19 December 2012, resigned 20 December 2012) |
| Mr Mathew Walker | Non-Executive Director (resigned 30 June 2012) |
| Mr Alex Neuling | Company Secretary (appointed 21 August 2012) |
| Mr James Robinson | Company Secretary (resigned 26 July 2012) |
| Ms Clare Barrett-Lennard | Company Secretary (appointed 26 July 2012, resigned 21 August 2012) |
Key management personnel remuneration has been included in the Remuneration Report section of the Directors’ Report.
P a g e | 47
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
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NOTE 22: DIRECTORS AND EXECUTIVES DISCLOSURES (continued)
(b) Option holdings of Key Management Personnel
As at 31 March 2013
| s at 31 March 2013 | |
|---|---|
| Mr Paul Underwood Mr Rodney Bresnehan Mr Garry Ralston Mr Richard Hayward Mr Stephen Rohde (appointed 19 December 2012, resigned 20 December 2012) Mr Mathew Walker (resigned 30 June 2012) Mr Alex Neuling Mr James Robinson (resigned 26 July 2012) Ms Clare Barrett-Lennard Total |
Balance at beginning of period Granted as remuneration Options expired Net change Other Balance at end of period |
| 60,000,000 10,000,000 - (15,000,000) 55,000,000 - - - - - 6,000,000 2,500,000 (6,000,000) - 2,500,000 - 2,500,000 - - 2,500,000 - - - - - 14,564,600 - (14,564,600) - - - - - - - 2,900,000 - (2,900,000) - - - - - - - |
|
| 83,464,600 15,000,000 (23,464,600) (15,000,000) 60,000,000 |
*As at date ceased to be a Director / member of Key Management Personnel
As at 31 March 2012
| s at 31 March 2012 | |
|---|---|
| Mr Paul Underwood Mr Mathew Walker Mr Garry Ralston Mr James Robinson Total |
Balance at beginning of period Granted as remuneration Options expired Net change Other Balance at end of period |
| - 60,000,000 - - 60,000,000 6,875,000 - (6,875,000) 14,564,600 14,564,600 3,000,000 - (3,000,000) 6,000,000 6,000,000 1,500,000 - (1,500,000) 2,900,000 2,900,000 |
|
| 11,375,000 60,000,000 (11,375,000) 23,464,600 83,464,600 |
P a g e | 48
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2013
NOTE 22: DIRECTORS AND EXECUTIVES DISCLOSURES (continued)
(c) Shareholdings of Key Management Personnel
Shares held in Triple Energy Limited As at 31 March 2013
| Balance at beginning of period Granted as remuneration On Exercise of Options Net Change Other Balance at end of period |
|
|---|---|
| Ord Ord Ord Ord Ord |
|
| Mr Paul Underwood Mr Rodney Bresnehan Mr Garry Ralston Mr Richard Hayward Mr Stephen Rohde (appointed 19 December 2012, resigned 20 December 2012) Mr Mathew Walker (resigned 30 June 2012) Mr Alex Neuling Mr James Robinson (resigned 26 July 2012) Ms Clare Barrett-Lennard |
10,000,000 - - 660,000 10,660,000 - - - - - 6,000,000 - - 3,500,000 9,500,000 - - - - - - - - 10,075,000 10,075,000 31,000,000 - - - 31,000,000 - - - 1,400,000 1,400,000 7,500,000 - - - 7,500,000 - - - - - |
| 54,500,000 - - 15,635,000 70,135,000 |
*Balance when ceased to be a Director / Member of Key Management Personnel
** Excludes Performance Shares. An entity controlled by Mr Bresnehan holds 44,416,314 Performance Shares, received during the year in consideration for shares held in CFT Heilongjiang (HK) Ltd.
As at 31 March 2012
| Balance at beginning of period Granted as remuneration On Exercise of Options Net Change Other Balance at end of period |
|
|---|---|
| Ord Ord Ord Ord Ord |
|
| Mr Mathew Walker Mr Garry Ralston Mr James Robinson Mr Paul Underwood Mr Tim Johnston (resigned 14 February 2012) |
13,750,000 - - 17,250,000 31,000,000 6,000,000 - - 3,500,000 9,500,000 2,900,000 - - 4,600,000 7,500,000 - - - 10,000,000 10,000,000 - - - - - |
| 22,650,000 - - 35,350,000 58,000,000 |
P a g e | 49
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
NOTE 23: OTHER RELATED PARTY DISCLOSURES
Disclosure of interest of Administration Agreement with Cicero Corporate Services Pty Ltd:
-
Mathew Walker and James Robinson are shareholders and directors of Cicero Corporate Services Pty Ltd.
-
� Services provided up to 31 July 2012 included office rent of the Company’s principal place of business, bookkeeping, accounting, company secretarial services and general corporate administration.
-
Cicero Corporate Services Pty Ltd was contracted to provide administration services on an ongoing basis, of approximately $12,000 (excluding GST) plus reimbursements per month. Total costs in the year amount to $48,489 (excluding GST).
-
All dealings with Cicero Corporate Services Pty Ltd were completed as arms length transactions.
-
� This contract expired on 31 July 2012.
NOTE 24: PARENT ENTITY DISCLOSURES
Financial position
| Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Capital Reserve Share based payment reserve Retained earnings Financial performance Loss for the year Other comprehensive income Total comprehensive income |
31 March 2013 $ 31 March 2012 $ |
|---|---|
| 1,535,224 827,924 2,536,333 9,864 |
|
| 4,071,557 837,788 |
|
| 212,547 102,700 - - |
|
| 212,547 102,700 |
|
| 27,887,943 25,039,090 - (1,082,645) 991,951 827,951 (25,020,884) (24,049,308) |
|
| 3,859,010 735,088 |
|
| Year ended 31 March 2013 $ Year ended 31 March 2012 $ |
|
| 971,506 2,415,446 - - |
|
| 971,506 2,415,446 |
P a g e | 50
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DIRECTORS’ DECLARATION
In the opinion of the directors of Triple Energy Limited (‘the Company’):
-
The financial statements and notes thereto, as set out on pages 18 to 49, are in accordance with the Corporations Act 2001 including:
-
a. giving a true and fair view of the consolidated entity’s financial position as at 31 March 2013 and of its performance for the year then ended; and
-
b. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
-
c. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.
-
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
-
This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 31 March 2013.
This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to s.303(5) of the Corporations Act 2001.
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Paul Underwood Executive Chairman Dated this 28[th] day of June 2012
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INDEPENDENT AUDITOR’S REPORT
To the members of Triple Energy Limited
Report on the Financial Report
We have audited the accompanying financial report of Triple Energy Ltd (“the company”), which comprises the consolidated statement of financial position as at 31 March 2013, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration for the consolidated entity. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error.
In Note 1(c), the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements , that the consolidated financial report complies with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
Our audit did not involve an analysis of the prudence of business decisions made by directors or
management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .
HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a worldwide organisation of accounting firms and business advisers.
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Matters relating to the electronic presentation of the audited financial report and remuneration report
This auditor’s report relates to the financial report and remuneration report of Triple Energy Limited for the financial year ended 31 March 2013 published in the annual report and included on the company’s website. The company’s directors are responsible for the integrity of the company’s website. We have not been engaged to report on the integrity of this website. The auditor’s report refers only to the financial report and remuneration report. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report and remuneration report. If users of the financial report and remuneration report are concerned with the inherent risks arising from publication on a website, they are advised to refer to the hard copy of the audited financial report and remuneration report to confirm the information contained in this website version of the financial report and remuneration report.
Auditor’s Opinion
In our opinion:
-
(a) the financial report of Triple Energy Limited is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the consolidated entity’s financial position as at 31 March 2013 and of its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(c).
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 31 March 2013. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion the Remuneration Report of Triple Energy Limited for the year ended 31 March 2013 complies with section 300A of the Corporations Act 2001 .
HLB MANN JUDD Chartered Accountants
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N G NEILL Partner
Perth, Western Australia 28 June 2013
P a g e | 53
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ADDITIONAL SHAREHOLDER INFORMATION
A. CORPORATE GOVERNANCE
A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX Corporate Governance Council during the period is contained within the Director’s Report.
B. SHAREHOLDING INFORMATION (as at 20 June 2013)
1. Substantial Shareholders
As at report date there are no shareholders holding in excess of 5% of the voting rights in the Company as disclosed in substantial holding notices given to the Company.
2. Number of holders in each class of equity securities and the voting rights attached
Ordinary Shares
There are 1,027 holders of ordinary shares. Each shareholder is entitled to one vote per share held.
In accordance with the Company’s Constitution, on a show of hands every number present in person or by proxy or attorney or duly authorized representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorized representative has one vote for every fully paid ordinary share held.
Options
There are 3 holders of options. There are no voting rights attached to options.
Performance Shares
There are 9 holders of performance shares. There are no voting rights attached to performance shares.
3. Distribution schedule of the number of holders in each class of equity security
a) Fully Paid Ordinary Shares
| Spread of holdings | Holders |
Securities | % of Issued Capital | |
|---|---|---|---|---|
| 1 - 1,000 | 29 | 11,587 | 0.00% | |
| 1,001 - 5,000 | 71 | 256,782 | 0.05% | |
| 5,001 - 10,000 | 124 | 1,133,832 | 0.22% | |
| 10,001 - 100,000 | 336 | 17,020,361 | 3.29% | |
| 100,001 - | 467 | 498,881,984 | 96.44% | |
| Total on register | 1,027 | 517,304,546 | 100.0% |
4. Marketable Parcel
There are 318 shareholders with less than a marketable parcel of $500 based on a share price of $0.019.
5. Twenty largest holders of each class of quoted equity security
The names of the twenty largest holders of each class of quoted security, the number of equity security each holds and the percentage of capital each holds (as at 20 June 2013) is as follows:
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ADDITIONAL SHAREHOLDER INFORMATION (continued)
Ordinary Shares Top 20 holders and percentage held
| Pos | Holder name | Designation | Securities | % of issued |
|---|---|---|---|---|
| 1 | WALKER MATHEW DONALD | 19,000,000 | 3.67% | |
| 2 | WEBINVEST PL | OLSB UNIT A/C | 16,000,000 | 3.09% |
| 3 | GREGORY PHILIP LEETON | PGREGORY MANDALAY | 11,375,000 | 2.20% |
| 4 | TISIA NOM PL | HENDERSON FAM A/C | 11,001,431 | 2.13% |
| 5 | ROHDE STEPHEN C + C D | LINDREW A/C | 10,075,000 | 1.95% |
| 6 | ECI INTNL PL | 10,000,000 | 1.93% | |
| 7 | RALCORP PL | 10,000,000 | 1.93% | |
| 8 | BUBBLY WATER PL | 10,000,000 | 1.93% | |
| 9 | WESWOOD PL | PAUL UNDERWOOD S/F | 10,000,000 | 1.93% |
| 10 | LAMBERT NIGEL JOHN + L M | LAMBERT FAM NO2 A/ | 9,771,222 | 1.89% |
| 11 | BANNABY INV PL | S/F ACC | 7,500,000 | 1.45% |
| 12 | WAKEFORD HLDGS PL | 7,500,000 | 1.45% | |
| 13 | SABRELINE PL | JPR INV A/C | 7,500,000 | 1.45% |
| 14 | HYNDES JAMES WILLIAM | 7,375,000 | 1.43% | |
| 15 | JOHNSTON CO PL | JOHNSTON FAM A/C | 7,000,000 | 1.35% |
| 16 | NERO RESOURCE FUND PL | NERO RESOURCE FUND | 6,818,200 | 1.32% |
| 17 | RALSTON GARRY BENJAMIN | 6,000,000 | 1.16% | |
| 18 | CASH SAMUEL G E + M C | SGEC S/F A/C | 6,000,000 | 1.16% |
| 19 | COTTER BRYAN RAYMOND | 5,237,880 | 1.01% | |
| 20 | HSBC CUSTODY NOM AUST LTD | 5,055,000 | 0.98% | |
| TOP 20 TOTAL | 183,208,733 | 35.41% | ||
| OTHER | 334,095,813 | 64.59% |
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ADDITIONAL SHAREHOLDER INFORMATION (continued)
C. OTHER INFORMATION
1. Company Secretary
The Company Secretary is Mr Alex Neuling.
2. Address and telephone details of the Company’s registered administrative office and principle place of business:
Unit 15, 100 Railway Road Subiaco WA 6008 Telephone: (08) 9381 3322 Fax: (08) 6314 1557 [email protected]
3. Address and telephone details of the office at which a registry of securities is kept:
Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153
4. Securities exchange on which the Company’s securities are quoted:
The Company’s listed equity securities are quoted on the Australian Securities Exchange.
5. Review of Operations
A review of operations is contained in the Directors’ Report.