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HYTERRA LTD — Annual Report 2016
Jul 28, 2016
65084_rns_2016-07-28_65c871e7-d684-4512-939d-b35516602d2b.pdf
Annual Report
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2016 ANNUAL REPORT ABN 68 116 829 675
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Mr Tommy Cheng �Non��xecutive Chairman� Mr Paul �nderwood �Managing �irector and C�O� Mr Po Chan ��xecutive �irector� Mr Garry �alston �Non �xecutive �irector�
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Mr Alex Neuling
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PO Box ��� COTT�SLO� WA ����
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Steinepreis Paganin Level �, Next Building �� Milligan Street P��TH WA ����
Bennett � Co. Ground �loor, BGC Centre �� The �splanade P��TH WA ����
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National Australia Bank Level �, ��3� Hay Street W�ST P��TH WA ����
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HLB Mann �udd Level �, �3� Stirling Street P��TH WA ����
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2016 ANNUAL REPORT
| ����e��� | **Page ** | |
|---|---|---|
| 1 | ||
| Corporate Information | � IFC |
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| Managing �irector’s �eview | � | |
| �irectors’ �eport | � | |
| Auditor’s Independence �eclaration | �3 14 |
|
| Statement of Comprehensive Income | �� 15 |
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| Statement of �inancial Position | �� 16 |
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| Statement of Changes in �quity | �� 17 |
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| Statement of Cash �lows | �� 18 |
|
| Notes to the �inancial Statements | �� 19 |
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| �irectors’ �eclaration | �� 43 |
|
| Independent Auditor’s �eport | �3 44 |
|
| Corporate Governance Statement and Additional ASX Information | 46 |
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
2
MANAGING DIRECTOR’S REVIEW
BLUE SKY POWER FUNDING
Last year was a break through for Triple Energy Ltd ( Triple ) in securing the financing necessary to drill two new wells in the Company’s coal bed methane acreage in Hegang, China. Specifically, an investment of around A$6 million was made in Triple by Blue Sky Power Holdings Ltd ( BSP ), a company listed on the Hong Kong Stock Exchange (HKSE 6828).
As part of this transaction, BSP’s Chairman, Mr Tommy Cheng was appointed as the Non Executive Chairman of Triple. He was later joined by Mr Po Chan, as an Executive Director. BSP now holds just under 50% of the issued capital in Triple following the recent conversion of drilling Performance Shares. I am pleased to report that the relationship that has since developed between Triple and BSP is one of strong cooperation with the common objective of growing the Company significantly.
As a reminder to shareholders, BSP has a downstream strategy of, inter-alia, generating electricity using cleaner sources of energy and in particular gas. Triple is thus a part of the vertically integrated “upstream” strategy of BSP’s energy strategy in China.
DRILLING IN HEGANG
As mentioned, BSP’s investment in Triple was mostly to fund the drilling of two new CBM wells and this was partly arranged by the issue of Performance Shares in Triple. Despite unforseen delays in drilling in 2015 and subsequent land access difficulties due to proximate underground coal mining activities, BSP delivered these services to the extent physically possible. Whilst the entire testing programme could not be completed, we did acquire a full suite of desorption logging and other necessary data to evaluate the gas in the coals in the drilling areas.
Specifically, the fraccing and testing programme physically cannot be undertaken in the Yixin-1 well and the Niaoshan-1 well did not demonstrate recoverable gas worthwhile testing. We thus sought and received shareholder approval to re- issue the Performance Shares pro rata to the work that was capable of being undertaken as per the Notice of Meeting dated 19 May 2016. These Performance Shares have since vested and have been converted on a pro-rata basis with 318 million new ordinary shares having been issued.
NEW PROJECTS
2015 also saw a “sea-change” for Triple as we have been able to commence looking for other energy projects in ChIna, beyond just the Heilongjiang Joint Venture. Specifically BSP has introduced Triple to other quality producing assets in China via its network of relationships and contacts.
The announcement in October 2015 of a Letter of Intent to acquire ready to develop coal bed methane project areas in the Hangcheng area was the first of these initiatives. The acreage involved is reasonably well understood in terms of the gas content and recovery rates. Consequently, when an agreement is executed, it is expected that Triple will be able to move quickly to monetise these project areas and emerge as a gas production company in China.
It is Triple’s objective to finalise this transaction as soon as possible. Internal modelling of these assets based on current assumptions demonstrates substantial potential value-add for Triple shareholders.
The benefits of the strong relationship with BSP were further evident via the recent placement of shares to raise around A$1.75m to fund working capital and new ventures activities.
A number of other already producing energy assets in China are under review for possible future acquisition, consistent with Triple’s goal of growing its energy production portfolio in scale. Included in this review is the possibility of exercising Triple’s rights over the Jixi CBM area, which is included in Heilongjiang (Aolong) Joint Venture. This area already has five CBM wells drilled on it which Triple understands were successful and hence the area is ready to develop.
WWW.TRIPLEENERGY.NET
2016 ANNUAL REPORT
3
CLOSING
Whilst the drilling in Hegang last year was not as successful as we would have liked, Triple’s objective of establishing a portfolio of quality producing energy assets in China and dual listing on the Hong Kong stock exchange is still our primary focus.
I wish to thank the Board, staff and advisors of Triple located in the respective Perth, Hong Kong and Beijing offices for their considerable efforts. It has been a transformational year and I know we are all excited at the possibilities that are currently before us.
We look forward to ongoing shareholder support in pursuing these objectives and hope to see you at the upcoming Annual General Meeting in August.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
4
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�our directors submit the annual financial report of the Company for the financial year ended 3� March ����. In order to comply with the provisions of the Corporations Act ����, the directors report as follows�
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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. �irectors were in office for this entire period unless otherwise stated.
Mr Ming Kit �Tommy� Cheng Non �xecutive Chairman Mr Paul �nderwood Managing �irector and Chief �xecutive Officer Mr Po Siu Chan �xecutive �irector �appointed �� April ����� Mr Garry �alston Independent Non��xecutive �irector
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Mr Cheng is an executive director and chairman of Blue Sky Power Holdings Ltd �HK�x Stock Code ���� � ��P ��. He holds a Bachelor degree in Commerce from the �niversity of Alberta, Canada. �rom ���� to ���3, Mr Cheng held various positions which were responsible for corporate finance and property development activities in the People’s �epublic of China � P�� �. �rom ���3 to ����, Mr Cheng was involved in the investment and operations in the gold mining industry in the P�C and had held senior positions in a mining company listed on the Toronto Stock �xchange �enture Board with mining and exploration operations in the P�C. Mr Cheng is currently an executive director and chief executive officer of New Times �nergy Corporation Limited �HK�x stock code� ����� and was an executive director of Grand T G Gold Holdings Limited �HK�x stock code� ������ from November ���� to �une ����, which shares are listed on the Hong Kong Stock �xchange.
�uring the three years to balance date, Mr Cheng has served as a �irector of New Times �nergy Corporation Limited ������ present� and Blue Sky Power holdings Ltd ������Present�.
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Mr �nderwood has over 33 years experience in the upstream oil and gas sector and corporate advisory. He was the founding Managing �irector and Chief �xecutive Officer of Tap Oil Limited �AS�� TAP�, a position he held for �� years. Mr �nderwood 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 �nderwood has also served as a Non��xecutive �irector of Western Power, a Western Australian state owned electricity utility, and is the President of Alliance �rancaise de Perth.
�uring the three years to balance date Mr �nderwood has not served as a director of any other listed company.
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Mr Chan is a fellow of Chartered Accountants Australia and New �ealand and is a �irector of Afanti Asset Management in Hong Kong. Mr Chan has experience in business consulting and investment banking in China and the Asia Pacific region. Mr Chan has held roles as a �irector at PwC in the Advisory division and as a Senior Manager at AN� in its Project �inance division and has significant experience in transactions in China and Asia Pacific. He holds a Masters �egree in Commerce �specialised in Banking and �inance� from the �niversity of New South Wales in Sydney and a Bachelor �egree in Commerce from the �niversity of Sydney in Sydney.
�uring the three years to balance date Mr Chan has not served as a director of any other listed company.
WWW.TRIPLEENERGY.NET
2016 ANNUAL REPORT
5
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Mr �alston serves as a Non��xecutive �irector of the Company and is based in Perth, Western Australia. Mr �alston has been directly involved in the banking and finance industry for over �� years. Mr �alston was a co�founder of �inance and Systems Technology ��AST� which is one of Australia�s premier mortgage aggregators. Mr �alston is also a director and co�founder of Select Mortgage Services.
�uring the three years to balance date Mr �alston has not served as a director of any other listed company.
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Mr Neuling is a Chartered Accountant and Chartered Secretary with extensive corporate and financial experience including as director, chief financial officer and � or company secretary of various AS��listed companies in the Oil � Gas, mining, mineral exploration and other sectors.
Prior to those roles, Alex worked at �eloitte in London and Perth. Alex also holds an honours degree in Chemistry from the �niversity of Leeds in the �nited Kingdom and is principal of �rasmus Consulting Pty Ltd which provides company secretarial and financial management consultancy services to a variety of AS��listed and other companies.
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The following relevant interests �including indirect interests� in shares and options of the Company or a related body corporate were held by the �irectors as at the date of this report or the date each �irector ceased to be a �irector, as applicable.
| ���e����� | ����� �a�� �����a�� ��a�e� |
������� |
|---|---|---|
| Mr Tommy Cheng� | � | 3�,���,��� |
| Mr Po Chan� | � | ��,���,��� |
| Mr Paul �nderwood | ��,���,��� | ��,���,��� |
| Mr Garry �alston | ��,���,��� | �,���,��� |
�Mr Cheng and Mr Chan are nominees of Blue Sky Power Holdings Ltd �BSP�. The BSP Group is a substantial shareholder of the Company which currently holds ���,���,��� ordinary shares ���.��� �
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�
| ����� | ������ ���� | �������� ����� | ������ �� ������� |
|---|---|---|---|
| G | 3� August ���� | ��.��� | ��,���,��� |
| ���������� |
�����e���
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.
P������a� ��������e�
The principal activity of the Company during the year was the exploration for natural resources.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
6
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�uring the prior financial year the Company announced the execution of a binding Memorandum of �nderstanding ��Mo��� with Blue Sky Power Holdings Limited � ��P �, whereby BSP would introduce investment of around A��m into the TNP Group to fund a two well drilling program in China and working capital � ��P ��a��a����� �. This investment was arranged by way of share placements plus the funding of a two well drilling program.
On �� April ���� Shareholders voted overwhelmingly to approve the BSP Transaction and subsequently the Company issued ���.� million new ordinary shares at an issue price of ��.��� per share and ���.3 million drilling performance shares to BSP, raising A��.�� million in new funds �before costs�. Of the ���.� million shares issued, �3.33 million were used to settle in full the A��.� million converting loan previously advanced by BSP.
Concurrent with the approval of the investment transaction, Triple welcomed Mr Tommy Cheng as Chairman to the Triple Board and Mr Po Chan to the Board as BSP’s second nominated director.
���� ���� ��� �������� ������������� �����
���e� ��e �e��� �� ��e ��P ��a��a������ the Aolong �oint �enture ���� profit interest to TNP�, entered into a drilling contract with Beijing �iu�un �nergy Technology Co Ltd � ������ ��e�g� � for the drilling and technical services for the two wells in the Hegang area of Heilongjiang Province in China.
�ull responsibility for payment for the �iu�un �nergy drilling services was assumed by BSP, in consideration for the drilling performance shares issued to them by Triple. The terms of these performance shares allow for their conversion to ordinary shares on a ��� basis upon satisfactory completion of the specified drilling services by an agreed milestone date.
Two wells were drilled during ���� under the arrangements with BSP and �iu�un �nergy� Niaoshan�� and �ixin��.
NIAOSHAN ��
The first of the two ���� wells was spudded on �� �une ����. The well was drilled to a Total �epth � �� � of �,��� metres �measured depth�, as planned. �ollowing wireline analysis and the completion of analysis of core desorption data, it was interpreted that the coal seams intersected in the well did not have sufficient gas content for the well to be commercial. This was interpreted to be due to leakage of the original gas in place through proximate fault planes. It was recently agreed that this well would be plugged and abandoned.
�I�IN��
The second ���� well was spudded in early September ���� and on �� November ���� had reached �T�� at �,��� metres �measured depth�. �ive coal seams intersected were cored and the cores analysed. �rill Stem Tests were also run and this data was analysed in conjunction with the core samples, mud and wireline logs. �ncouraging preliminary results of this analysis indicated that, whilst data were not conclusive�
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the coal seams below Seam ��� have sufficient indications of gas charge to justify a fracture stimulation and test operation over one or more seams� and
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�ixin�� data below Seam ��� are similar to observations from the ���3 �ian �ian�� well, supporting the case for a future re�entry of that well or a well in that area.
�raccing and testing operations were not able to be conducted immediately following the drilling, due to the free�ing temperatures over winter. Technical studies for the Hegang area were reviewed in detail by Triple and the drilling contractor and the results of this were announced by the Company in April ����.
In summary, the �ixin�� well drilled in ���� will not be fracced and tested as it has been established that this cannot be achieved safely due to a proximate unsealed borehole. Triple has been in detailed discussions Longmei in respect of this matter such that future drilling areas are not likewise affected.
Both wells drilled in ���� have already provided a great deal of valuable data �including core desorption and logging analysis and Triple remains confident as to the prospects of future drilling in this �oint �enture, especially in the �ixi area where the �oint �enture provides Triple with exclusivity subject to certain conditions.
The �ixi area has already shown considerable promise wherein TNP is advised that five CBM wells have already been drilled. Triple understands these wells have demonstrated good gas flow rates and as such, the area is likely ready for immediate development. TNP is accordingly arranging discussions with Longmei to procure the data from these wells with a view to exercising its rights over this area and adding this area to the portfolio.
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2016 ANNUAL REPORT
7
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Drilling Performance Shares
As at 3� �ecember ���� �the originally scheduled milestone completion date� the � wells had been drilled and cored as announced by the Company to AS� previously, however certain other specified components of the drilling services were not able to be met through no fault of Triple or BSP. A general meeting of the Company was convened and held on �� �une ���� to enable the drilling performance shares to be reissued on revised terms. Shareholders voted overwhelmingly in favour of reissuing the shares, which was completed immediately following the meeting. Subsequently, the Company and BSP determined a pro�rata vesting of the reissued shares based on the value of drilling services performed up to that date and 3�� million new fully paid ordinary shares were issued to BSP, while the balance of ��� million of the reissued drilling performance shares were agreed to have lapsed immediately in accordance with their terms.
New projects
In October ���� Triple signed a Letter of Intent �LoI� to acquire interests in a number of CBM blocks in Shaanxi Province, China. In summary, the LoI includes � x blocks covering around 3�� km[�] total in the Ordos Basin of Shaanxi Province in P�C. Triple continues to work actively towards concluding a transaction in relation to these blocks. An independent expert’s report on the blocks has been commissioned for due diligence purposes and documentation with relevant owners is progressing.
Management considers the Ordos Basin blocks to be well suited to the growth plans and overall strategy of Triple �nergy �and TNP’s major shareholder, Blue Sky Power�. Specifically, they have the potential to generate meaningful near term production and to book resources�reserves and thus further TNP’s goal to become a relevant gas production company, dual listed on the Australian and Hong Kong Stock �xchanges.
��������� ������� ��� ��� ����
The consolidated net loss after income tax attributable to members of the Company amounted to ��,���,��3 ����� ���3,��3�.
������ �� ��������� ����������
As at 3� March ���� the Consolidated �ntity held ���3k in cash, excluding funds raised subsequent to year�end of A��.��m through a placement of ��� million new fully paid shares at �.� cents per share.
��������� ���������� ��� ���� ����������
�etails of the Company’s Corporate Governance and �isk Management policies are contained within the Corporate Governance Statement in the �irectors’ �eport.
����������� ������� �� ��� ����� �� ������� �� ��� ������������ ������
Other than the capital�raisings, performance share re�issue and operational updates as noted elsewhere in this �eport, there have been no significant changes in the state of affairs of the Consolidated �ntity to the date of this �eport.
����������� ������ ����� ������� ����
On �� April ���� Triple announced the placement of ��� million new fully paid ordinary shares to raise A��.�� million before costs. The Shares were subsequently allotted and issued on �� April ����. �unds raised are to be applied towards furthering a proposed acquisition and for general working capital purposes.
On �� �une ����, Shareholders approved the issue on amended terms of ���.3 million drilling performance shares � Pe�����a��e ��a�e� � and on �� �une ���� the Company announced the vesting and conversion of 3�� million of the Performance Shares into fully paid ordinary shares, with the balance of ��� million performance shares automatically lapsing in accordance with their terms.
�xcept as disclosed, no matter or circumstance has arisen since 3� March ���� that in the opinion of the �irectors has significantly affect, or may significantly affect in future financial years�
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�i� the Group’s operations�
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�ii� the results of those operations� or
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�iii� the Group’s state of affairs.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
8
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The company continues to evaluate new projects complimentary with the business model of finding and developing producing gas projects in China.
�xcept as disclosed herein, 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.
������������� �����������
The Company is subject to the usual environmental and monitoring requirements in respect of its natural resources exploration activities in China.
The �irectors are not aware of any significant breaches of these requirements during the period.
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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.
�uring 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 ����. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
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2016 ANNUAL REPORT
9
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�e���e�a���� �e����
This report, which forms part of the directors’ report, outlines the remuneration arrangements in place for the key management personnel of Triple �nergy �the �Company�� for the financial year ended 3� March ����. The information provided in this remuneration report has been audited as required by Section 3���3C� of the Corporations Act ����.
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.
�e� �anagement Personnel
��� ���e�����
Mr Tommy Cheng �Non��xecutive Chairman�
Mr Paul �nderwood �Managing �irector and Chief �xecutive Officer�
Mr Po Chan ��xecutive �irector�
Mr Garry �alston �Independent Non��xecutive �irector�
���� ��e�����e�
Mr Alex Neuling �Company Secretary�
����� ����e� ���e�����
Mr Greg Meldrum ��ormer Non��xecutive Technical �irector� �appointed �� November ���3 resigned � �ecember �����
�em�neration philosoph�
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�
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set competitive remuneration packages to attract and retain high calibre employees�
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link executive rewards to shareholder value creation� and
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establish appropriate, demanding performance hurdles for variable executive remuneration
�em�neration �ommittee
The Board, in its capacity as the �emuneration Committee of the Board of �irectors of the Company� and in accordance with the �emuneration Committee Charter is responsible for determining and reviewing compensation arrangements for the directors, the C�O 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.
�em�neration str�ct�re
In accordance with best practice Corporate Governance, the structure of non�executive director and executive remuneration is separate and distinct.
Non�e�ec�ti�e �irector rem�neration
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 AS� Listing �ules 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 3� August ���� when shareholders approved an aggregate remuneration of up to ����,��� per year.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
10
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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.
�ach director �other than an alternate director� is entitle to receive a fee for being a director of the Company, however the Company’s Chairman, Mr Tommy Cheng, has waived his entitlement to receive a �irectors fee.
The remuneration of non�executive directors for the year ended 3� March ���� is detailed in the �emuneration of directors and named executives in Table � of this report.
Senior manager an� e�ec�ti�e �irector rem�neration
�emuneration 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.
�i�e� �em�neration
�ixed remuneration is reviewed annually by the full Board �assuming the role of the �emuneration Committee and in accordance with the �emuneration Committee charter�. 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.
�ixed remuneration is paid in the form of cash payments.
The fixed remuneration component of key management personnel is detailed in Table �.
�aria�le �em�neration
�xecutives �including executive �irectors� are eligible to participate in the Company’s Short Term Incentive �bonus� schemes, as well as Long Term Incentives arrangements in the form of the grant of share options or participation in the Company �mployee Share Scheme ���SS��. �uring the year, ��,���,��� options exercisable at �.� cent per share on or before 3� August ���� were granted to �irectors and management pursuant to Shareholder approval granted at the Company’s AGM on �� August ����.
�uring the ���� year, the Company’s C�O Mr Paul �nderwood was awarded ��,���,��� �SS shares at an issue price of � cents per share, funded by a limited�recourse loan from the Company and subject to project�specific vesting conditions as approved by Shareholders at the ���� AGM. In addition, Mr �nderwood was entitled to a cash bonus of ���,��� for the year ended 3� March ����, paid upon completion of the ���� two�well drilling program for which funding was secured during that year.
�e� �anagement Personnel �mplo�ment � Ser�ice �ontracts
PW �nderwood
The Company has engaged Mr Paul �nderwood effective as from �� �ebruary ���� as �xecutive Chairman and Chief �xecutive Officer. �ffective � �ecember ����, Mr Tommy Cheng was appointed Non��xecutive Chairman and Mr �nderwood appointed Managing �irector and Chief �xecutive Officer. With effect from � May ���� Mr �nderwood is paid annual remuneration of ����,��� plus statutory superannuation. Mr �nderwood is also reimbursed for reasonable expenses incurred in carrying out his duties. The Company is required to provide a notice period consistent with the position of � months prior to termination, or alternatively, payment in lieu of service and directors and to maintain officers indemnity insurance.
A� Neuling � Company Secretary
The Company has engaged �rasmus Consulting Pty Ltd ���rasmus�� to provide consulting services including services provided by Mr Neuling �an employee and �irector of �rasmus�. The consulting contract between the Company and �rasmus incorporates a monthly minimum retainer of ��,��� �excluding GST� and additional fees on an hourly rate for work performed by �rasmus personnel in excess of �� director�level staff hours per month.
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2016 ANNUAL REPORT
11
| DIRECTORS’ REPORT (continued) Remuneration report (continued) Remuneration of directors and named executives Table 1: Directors’ and named executives’ remuneration for the year ended 31 March 2016 Short-term employee benefits Post-employment benefits Equity Total % |
Performance | 100% | 20% | 35% | 6% | 100% | 35% | ar from the % |
Performance | - | 53% | - | - | - | - | 45% | In addition to the Directors’ fees shown, Meldrum Pty Ltd atf Meldrum Family Trust, an entity associated with Mr Meldrum, was paid a total of $67,895 by group companies on normal commercial terms for technical consulting_ services provided. _*Mr Neuling is not remunerated by the Company. Erasmus Consulting Pty Ltd, an entity controlled by Mr Neuling received fees of $92,228 during the year from the Company. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 64,410 | 214,490 | 122,940 | 37,647 | 2,147 | 441,634 | fees of $70,329 during the ye Total |
- | 281,400 | - | 20,881 | 30,000 | - | 332,281 | ||||
| Options | 64,410 | 42,940 | 42,940 | 2,147 | 2,147 | 154,584 | r Neuling received Equity |
ESS | - | 54,000 | - | - | - | - | 54,000 | ||
| Prescribed | - | - | - | - | - | entity controlled by M efits |
Prescribed | - | - | - | - | - | - | - | |||
| Superannuation | - | 14,883 | - | - | - | 14,883 | mus Consulting Pty Ltd, an 015 Post-employment ben |
Superannuation | - | 20,814 | - | 1,812 | - | - | 22,626 | ||
| Non- Monetary | - | - | - | - | - | of incentive options. Eras ar ended 31 March 2 |
Non- Monetary | - | - | - | - | - | - | - | |||
| Bonuses | - | - | - | - | - | n through the grant ation for the ye yee benefits |
Bonuses | - | 96,000 | - | - | - | - |
96,000 | |||
| Salary & Fees | - | 156,667 | 80,000 | 35,500 | - | 272,167 | e Company other tha cutives’ remuner Short-term emplo |
Salary & Fees | - | 110,586 | - | 19,069 | 30,000 | - | 159,655 | ||
| Mr Tommy Cheng | Mr Paul Underwood | Mr Po Chan | Mr Garry Ralston | Mr Alex Neuling* | Total | _Mr Neuling is not directly remunerated by th_ Company. Table 2: Directors’ and named exe* |
Mr Tommy Cheng | Mr Paul Underwood | Mr Po Chan | Mr Greg Meldrum* | Mr Garry Ralston | Mr Alex Neuling** | Total |
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
12
DIRECTORS’ REPORT (continued)
Remuneration report (continued)
Remuneration of directors and named executives
(c) Option holdings of Key Management Personnel
As at 31 March 2016
| s at 31 March 2016 | |
|---|---|
| Mr Tommy Cheng Mr Paul Underwood Mr Po Chan Mr Garry Ralston Mr Alex Neuling Total |
Balance at beginning of Granted as remuneration Options expired Net change Other Balance at end of period |
- 30,000,000 - - 30,000,000 55,000,000 20,000,000 (55,000,000) - 20,000,000 - 20,000,000 - - 20,000,000 2,500,000 1,000,000 (2,500,000) - 1,000,000 - 1,000,000 - - 1,000,000 |
|
| 57,500,000 72,000,000 (57,500,000) - 72,000,000 |
As at 31 March 2015
| s at 31 March 2015 | |
|---|---|
| Mr Tommy Cheng Mr Paul Underwood Mr Garry Ralston Mr Alex Neuling Mr Greg Meldrum Total |
Balance at beginning of Granted as remuneration Options expired Net change Other Balance at end of period |
- - - - - 55,000,000 - - - 55,000,000 2,500,000 - - - 2,500,000 - - - - - - - - - - |
|
| 57,500,000 - - - 57,500,000 |
(d) Shareholdings of Key Management Personnel
As at 31 March 2016
| s at 31 March 2016 | |
|---|---|
| Mr Tommy Cheng Mr Paul Underwood Mr Po Chan Mr Garry Ralston Mr Alex Neuling Total* |
Balance at beginning of Granted as remuneration On Exercise of Options Net change Other Balance at end of period |
Ord Ord Ord Ord Ord - - - - - 25,660,000 - - 2,500,000 28,160,000 - - - - - 9,500,000 - - 2,500,000 12,000,000 7,900,000 - - - 7,900,000 |
|
| 43,060,000 - - 5,000,000 48,060,000 |
��r �he�� is a �omi�ee of �l�e ��y �o�er �oldi��s �td ������ �he ��� �ro�p is a s�bsta�tial shareholder of the �ompa�y �hich holds ����������� ordi�ary shares as at the date of this report ������� .
As at 31 March 2015
| s at 31 March 2015 | |
|---|---|
| Mr Tommy Cheng Mr Paul Underwood Mr Garry Ralston Mr Alex Neuling Mr Greg Meldrum Total* |
Balance at beginning of Granted as remuneration On Exercise of Options Net change Other Balance at end of period |
Ord Ord Ord Ord Ord - - - - - 10,660,000 15,000,000* - - 25,660,000 9,500,000 - - - 9,500,000 7,900,000 - - - 7,900,000 3,645,696 - - - 3,645,696 |
|
| 31,705,696 15,000,000 - - 46,705,696 |
�Iss�ed p�rs�a�t to shareholder appro�al ��der the �ompa�y�s �mployee �hare �cheme� s�b�ect to restrictio�s o� sale pe�di�� satisfactio� of �esti�� co�ditio�s a�d repayme�t of a limited reco�rse loa��
���r �he�� is a �omi�ee of �l�e ��y �o�er �oldi��s �td ������ �he ��� �ro�p is a s�bsta�tial shareholder of the �ompa�y �hich holds ����������� ordi�ary shares as at the date of this report ������� .
����s at � �ecember �����
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2016 ANNUAL REPORT
13
DIRECTORS’ REPORT (continued)
Directors’ Meetings
The num�er o� meetings o� �ire�tors held during the year and the num�er o� meetings attended �y ea�h �ire�tor was as �ollows�
| Board Meetings� | Board Meetings� | |
|---|---|---|
| Director | Attended | Eligible to Attend |
| Mr Tommy Cheng | 4 | 6 |
| Mr Paul Underwood | 6 | 6 |
| Mr Po Chan | 5 | 5 |
| Mr Garry Ralston | 6 | 6 |
*�n�ludes matters determined �y �ir�ulating resolution�
�e�arate Remuneration, Nomination and Audit � Ris� Committees were esta�lished during the year �ut did not hold se�arate meetings during the year� Committee �usiness was instead �onsidered �y the �ull �oard during 2016�
Auditor’s Independence and Non�Audit Services
�e�tion 307C o� the Cor�orations A�t 2001 re�uires our auditors, ��� Mann �udd, to �ro�ide the dire�tors o� the Com�any with an �nde�enden�e �e�laration in relation to the audit o� the annual re�ort� This �nde�enden�e �e�laration is set out on �age 13 and �orms �art o� this dire�tors� re�ort �or the year ended 31 Mar�h 2016�
Non�Audit Services
There were no non-audit ser�i�es �ro�ided �y the Com�any�s auditors in the �urrent �inan�ial year�
�igned in a��ordan�e with a resolution o� the �ire�tors�
Paul �nder�ood Managing Director Dated this 30[th] day of �une 2016
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
14
==> picture [156 x 66] intentionally omitted <==
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Triple Energy Limited for the year ended 31 March 2016, 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.
Perth, Western Australia D I Buckley 30 June 2016 Partner
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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2016 ANNUAL REPORT
15
CONSO�IDATED STATEMENT O� COMPRE�ENSI�E INCOME �OR T�E �EAR ENDED 31 MARC� 2016
| Notes 2016 2015 |
||
|---|---|---|
| � � |
||
| Continuing operations | ||
| Other in�ome | 2 7,502 5,330 |
|
| �hare �ased �ayments ex�ense | (165,319) (54,000) |
|
| Other ex�enses | 2 (1,464,196) (645,153) |
|
| �oss before income tax expense | (1,622,013) (693,823) |
|
| �n�ome tax ex�ense | 3 - - |
|
| �oss after tax expense | (1,622,013) (693,823) |
|
| Net (loss) for the year | (1,622,013) (693,823) |
|
| Other comprehensive income | - - |
|
| Items that may be reclassified to profit or loss | ||
| �x�hange di��eren�es on translation o� �oreign o�erations | (145,009) 699,145 |
|
| Total comprehensive income�(loss) for theyear | (1,767,022) 5,322 |
|
| �oss attributable to� | ||
| Owners o� the Parent | (1,622,013) (693,823) |
|
| Non-�ontrolling interests | - - |
|
| �oss for the year | (1,622,013) (693,823) |
|
| Total Comprehensive income�(loss) attributable to | ||
| Owners o� the Parent | (1,738,020) (134,507) |
|
| Non-�ontrolling interests | (29,002) 139,829 |
|
| (1,767,022) 5,322 |
||
| �asi� loss �er share (�ents �er share) | 4 (0�15) (0�10) |
|
| The a��om�anying notes �orm �art o� these �inan�ial statements� | ||
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
16
CONSO�IDATED STATEMENT O� �INANCIA� POSITION AS AT 31 MARC� 2016
| Notes 2016 2015 � � |
||
|---|---|---|
| Assets | ||
| Current Assets | ||
| Cash and �ash e�ui�alents | 6 403,120 846,137 |
|
| Other �urrent assets | 7 29,020 204,888 |
|
| Total Current Assets | 432,140 1,051,025 |
|
| Non�Current Assets | ||
| Pro�erty �lant and e�ui�ment | 8 165,772 215,806 |
|
| �e�erred ex�loration and e�aluation ex�enditure | 9 8,279,676 5,576,873 |
|
| Total Non�Current Assets | 8,445,448 5,792,679 |
|
| Total Assets | 8,877,588 6,843,704 |
|
| �iabilities | ||
| Current �iabilities | ||
| Trade and other �aya�les | 10 853,596 462,470 |
|
| �orrowings | 11 - 500,000 |
|
| Total Current �iabilities | 853,596 962,470 |
|
| Non�Current �iabilities | - - |
|
| Total �iabilities | 853,596 962,470 |
|
| Net Assets | 8,023,992 5,881,234 |
|
| E�uity | ||
| �ssued �a�ital | 12 34,295,921 30,585,161 |
|
| Reser�es | 13 834,679 773,666 |
|
| A��umulated losses | 13 (27,935,055) (26,313,042) |
|
| Parent entity interest | 7,195,545 5,045,785 |
|
| Non-�ontrollinginterests | 13 828,447 835,449 |
|
| Total e�uity | 8,023,992 5,881,234 |
The a��om�anying notes �orm �art o� these �inan�ial statements�
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2016 ANNUAL REPORT
17
| Total equity | $ | 5,139,694 | (693,823) | 699,145 | 5,322 | 844,000 | - | (107,782) | 5,881,234 | 5,881,234 | (1,622,013) | (145,009) | (1,767,022) | 4,233,108 | - | (323,328) | 8,023,992 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-controlling | interests | $ | 635,620 | - | - | - | - | 199,829 | - | 835,449 | 835,449 | - | - | - | - | (7,002) | - | 828,447 | |
| Total | $ | 4,504,074 | (693,823) | 699,145 | 5,322 | 844,000 | (199,829) | (107,782) | 5,045,785 | 5,045,785 | (1,622,013) | (145,009) | (1,767,022) | 4,233,108 | 7,002 | (323,328) | 7,195,545 | ||
| Accumulated | Losses | $ | (25,619,219) | (693,823) | - | (693,823) | - | - | - | (26,313,042) | (26,313,042) | (1,622,013) | - | (1,622,013) | - | - | - | (27,935,055) | |
| Reserves | $ | 520,350 | - | 699,145 | 699,145 | (246,000) | (199,829) | - | 773,666 | 773,666 | - | (145,009) | (145,009) | 199,020 | 7,002 | - | 834,679 | ||
| Issued | Capital | $ | As at 1 April 2014 29,602,943 |
Loss for the period - |
Foreign exchange reserve movements on translation of overseas subsidiaries - |
Total comprehensive loss for the year - |
Shares and options issued 1,090,000 |
Change in net assets attributable to non-contributing interests - |
Transaction costs on share issue (107,782) |
As at 31 March 2015 30,585,161 |
As at 1 April 2015 30,585,161 |
Loss for the period - |
Foreign exchange reserve movements on translation of overseas subsidiaries - |
Total comprehensive income for the period - |
Shares and options issued 4,034,088 |
Change in net assets attributable to non-contributing interests - |
Transaction costs on share issue (323,328) |
As at 31 March 2016 34,295,921 |
The accompanying notes form part of these financial statements. |
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
18
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2016
| 2016 2015 |
||
|---|---|---|
| Notes $ $ |
||
| Inflows/(Outflows) | ||
| Cash flows | from operating activities | |
| Interest received | 7,502 5,330 |
|
| Payments to suppliers and employees | (1,042,680) (535,173) |
|
| Net cash flows(used in) operating activities | 6 (1,035,178) (529,843) |
|
| Cash flows from investing activities | ||
| Payments for exploration and evaluation expenditure | (652,211) (657,193) |
|
| Net cash flows (used in) investing activities | (652,211) (657,193) |
|
| Cash flows from financing activities | ||
| Proceeds from issue of shares and options | 1,534,000 790,000 |
|
| Proceeds of borrowings | - 500,000 |
|
| Transaction costs on issue of shares | (289,628) (107,782) |
|
| Net cash flows from financing activities | 1,244,372 1,182,218 |
|
| Net decrease in cash and cash equivalents | (443,017) (4,818) |
|
| Cash and cash equivalents at the beginningof theyear | 6 846,137 850,955 |
|
| Cash and cash equivalents at the end of theyear | 403,120 846,137 |
The accompanying notes form part of these financial statements.
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2016 ANNUAL REPORT
19
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 1� STATEMENT OF SI�NIFICANT ACCO�NTIN� POLICIES
(a) �asis of preparation
The financial statements are general purpose financial statements, which have been prepared in accordance with the requirements of the Corporations �ct 2001, �ccounting �tandards 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 �roup). �or 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 �ustralian dollars.
The Company is a listed public company, domiciled in �ustralia and operating in �ustralia (with subsidiaries operating internationally). The principal activity of the �roup is the exploration for natural resources.
�oin� �oncern
The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the commercial realisation of the �roup�s assets, and the settlement of liabilities in the normal course of business.
The �roup has recorded a net loss after tax of �1,622,013 and net operating and investing cash outflows of �1,687,389 for the year. �t 31 �arch 2016, the �roup also had a wor�ing capital deficit of �421,456. Notwithstanding this, the �irectors have reviewed the �roup�s overall position in respect of the matters identified above and are of the opinion that the use of the going concern basis is appropriate in the circumstances, having regard, inter alia, to the post year-end placement of shares by the Company to raise approximately ��1.75m before associated costs.
(�) Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 31 �arch 2016, the �irectors have reviewed all of the new and revised �tandards and Interpretations issued by the ���� that are relevant to its operations and effective for the current annual reporting period.
It has been determined by the �irectors that there is no impact, material or otherwise, of the new and revised �tandards and Interpretations on the �roup�s business and, therefore, no change is necessary to �roup accounting policies.
The �irectors have also reviewed all new �tandards and Interpretations that have been issued but are not yet effective for the year ended 31 �arch 2016. �s a result of this review the �irectors have determined that there is no impact, material or otherwise, of the new and revised �tandards and Interpretations on the �roup�s business and, therefore, no change necessary to �roup accounting policies.
(c) Statement of compliance
The financial statements were authorised for issue on 30 �une 2016.
The financial statements comply with �ustralian �ccounting �tandards, which include �ustralian equivalents to International �inancial �eporting �tandards (�I���). Compliance with �I��� ensures that the financial report, comprising the financial statements and notes thereto, complies with International �inancial �eporting �tandards (I���).
(d) �asis of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Triple �nergy �td (�the Company�) as at 31 �arch 2016 and the results of all subsidiaries for the year then ended. Triple �nergy �td 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.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
20
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
(d) �asis of consolidation (continued)
�ubsidiaries are fully consolidated from the date on which control is transferred to the �roup and cease to be consolidated from the date on which control is transferred out of the �roup. 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 �roup controls another entity.
�nrealised gains or transactions between the �roup and its associates are eliminated to the extent of the �roup�s interests in the associates. �nrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. �ccounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the �roup.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the �roup and are presented separately in the statement of comprehensive income and within equity in the consolidated statement of financial position. �osses are attributed to the non-controlling interests even if that results in a deficit balance.
The �roup treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the �roup. � change in ownership interest results in an ad�ustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. �ny difference between the amount of the ad�ustment to non-controlling interests and any consideration paid or received is recognised within equity attributable to owners of the Company.
�hen the �roup 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. �hen 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 �roup had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable �tandards). 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 ���� 139 ��inancial Instruments� �ecognition and �easurement� or, when applicable, the cost on initial recognition of an investment in an associate or �ointly controlled entity.
(e) Critical accounting �udgements and �ey sources of estimation uncertainty
The application of accounting policies requires the use of �udgements, 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. �ctual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. �evisions 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 �roup 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 using a �lac� and �choles model. The �roup measures the cost of share-based payments at fair value at the grant date using the �lac� and �choles formula ta�ing into account the terms and conditions upon which the instruments were granted, as discussed in Note 16.
Valuation of Performance Shares:
�uring the year the �roup issued 595.3 million drilling performance shares to the ��P group in consideration for the procurement of drilling services. The accounting value of the Performance �hares has been determining using the mar�et value of the Company�s shares as at the date of issue of the performance shares and with an assessment carried out at balance date as to the value of the drilling services performed and thereby the number of performance shares deemed li�ely to have vested at that date.
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2016 ANNUAL REPORT
21
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
(f)
Revenue Recognition
�evenue is recognised to the extent that it is probable that the economic benefits will flow to the �roup and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised�
�i� �nterest income
Interest revenue is recognised on a time proportionate basis that ta�es into account the effective yield on the financial asset.
(g)
Cash and cash equivalents
Cash comprises cash at ban� and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to �nown amounts of cash and which are sub�ect to an insignificant ris� of changes in value.
(h)
Trade and other receiva�les
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. �n allowance account is used when there is ob�ective evidence that the �roup will not be able to collect all amounts due according to the original contractual terms. �actors considered by the �roup in ma�ing this determination include �nown significant financial difficulties of the debtor, review of financial information and significant delinquency in ma�ing contractual payments to the �roup.
The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. �hen 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. �ubsequent 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. �uch cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. �imilarly, when each ma�or 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.
�and and buildings are measured at fair value less accumulated depreciation on buildings and less any impairment losses recognised after the date of the revaluation.
�epreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows�
�easehold Improvements � lease term
Plant and equipment � over 5 to 15 years
The assets� residual values, useful lives and amortisation methods are reviewed, and ad�usted if appropriate, at each financial year end.
�i� �mpairment
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 mar�et assessments of the time value of money and the ris�s specific to the asset.
�or 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.
�n 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.
�or plant and equipment, impairment losses are recognised in the statement of comprehensive income in the cost of sales line item.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
22
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
(i) Property� plant and equipment (continued)
�iii� �ereco�nition and disposal
�n item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.
�ny 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.
(�) Derecognition of financial assets and financial lia�ilities
�i� �inancial assets
� financial asset (or, where applicable, a part of a financial asset or part of a �roup of similar financial assets) is derecognised when�
-
the rights to receive cash flows from the asset have expired�
-
the �roup 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 �roup has transferred its rights to receive cash flows from the asset and either�
-
(a) has transferred substantially all the ris�s and rewards of the asset, or
-
(b) has neither transferred nor retained substantially all the ris�s and rewards of the asset, but has transferred control of the asset.
�hen continuing involvement ta�es 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 �roup�s continuing involvement is the amount of the transferred asset that the �roup 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 �roup�s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.
�ii� �inancial liabilities
� financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
�hen 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.
(�)
Foreign currency translation
The functional and presentation currency of Triple �nergy �imited is �ustralian dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. �onetary 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.
(l)
Income ta�
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.
-
�eferred 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.
-
�eferred 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
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
(l) Income ta� (continued)
- when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in �oint 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.
�eferred 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 �oint 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.
�nrecognised 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.
�eferred 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.
�eferred 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.
(m) Other ta�es
�evenues, expenses and assets are recognised net of the amount of ��T except�
-
when the ��T incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the ��T 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 ��T included.
The net amount of ��T 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 �tatement of Cash �lows on a gross basis and the ��T 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 ��T recoverable from, or payable to, the taxation authority.
(n) Impairment of assets
The �roup 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 �roup ma�es an estimate of the asset�s recoverable amount. �n 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. �hen 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.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
24
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
(n) Impairment of assets (continued)
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 mar�et assessments of the time value of money and the ris�s 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).
�n 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. � 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. �uch 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. �fter such a reversal the depreciation charge is ad�usted 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 paya�les
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the �roup prior to the end of the financial year that are unpaid and arise when the �roup becomes obliged to ma�e future payments in respect of the purchase of these goods and services.
(p) Provisions
Provisions are recognised when the �roup 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.
�hen the �roup expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income 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 ris�s specific to the liability.
�hen discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
(q) Share��ased payment transactions The �roup provides benefits to employees (including senior executives) of the �roup 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 ta�en of any performance conditions, other than conditions lin�ed to the price of the shares of Triple �nergy �imited (mar�et 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 �roup�s best estimate of the number of equity instruments that will ultimately vest. No ad�ustment is made for the li�elihood of mar�et performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income or expense 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 mar�et 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. �owever, 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.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
(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.
(s) Earnings per share
�asic earnings per share is calculated as net profit / loss attributable to members of the parent, ad�usted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, ad�usted for any bonus element.
�iluted earnings per share is calculated as net profit / loss attributable to members of the parent, ad�usted 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, ad�usted for any bonus element.
(t)
E�ploration and evaluation
�xploration 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.
�xploration 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. �eneral 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.
�xploration 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). �here 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.
�here 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 ma�er. The chief operating decision ma�er, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the �oard of �irectors of Triple �nergy �imited.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
26
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
(v) Parent entity financial information
The financial information for the parent entity, Triple �nergy �imited, disclosed in Note 24 has been prepared on the same basis as the consolidated financial statements, except as set out below�
-
i� in�estments in subsidiaries� associates and �oint �enture entities
-
Investments in subsidiaries, associates and �oint 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 underta�ings in the �roup is treated as a capital contribution to that subsidiary underta�ing. 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 underta�ing, with a corresponding credit to equity.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 2� RE�EN�ES AND E�PENSES
| �including non-cash share based payments expense of �165,319 (2015� �54,000). NOTE 3� INCOME TA� (a) Income ta� �enefit (�) Numerical reconciliation �etween ta� e�pense and pre� ta� net loss �oss before income tax benefit Income tax using the Company�s domestic tax rate of 30� (2015� 30�) Non-deductible expenses/(deductible tax ad�ustments) Other timing differences not recognised Current year losses for which no deferred tax asset was recognised Income tax benefit/(expense) attributable to entity (a) Other income Interest (�) E�penses �ccounting and audit fees �dministrative expenses �irectors� fees � salaries� �oreign exchange loss/(gain) Insurance �egal fees New pro�ect evaluation costs not capitalised Other �usiness �evelopment �ent Corporate travel expenses Other |
CONSOLIDATED |
|---|---|
| 2016 $ 2015 $ |
|
| 7,502 5,330 |
|
| 7,502 5,330 |
|
| 27,194 63,495 143,178 191,800 417,555 328,164 (20,858) (86,237) 21,807 19,193 26,417 77,463 454,815 - 454,815 - 22,419 45,470 81,324 51,352 849 8,453 |
|
| 1,622,013 699,153 |
|
| - - |
|
| (1,622,013) (693,823) |
|
| (486,604) (208,147) 49,942 16,830 - - 436,662 191,317 |
|
| - - |
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
28
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 3� INCOME TA� (continued)
(c) Ta� losses
�nused 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 sub�ect 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�
-
�uture 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. �pecifically the Company�s ma�or shareholder disposed of its 56.67� interest in the Company on 25 �eptember 2009 resulting in the probable breach of the continuity of ownership test. �urther 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. �s a result, as at 31 �arch 2014 it is assumed that the requirements of the continuity of ownership test have been satisfied from 25 �eptember 2009 onwards and therefore tax losses incurred prior to 25 �eptember 2009 are no longer tax deductible to the Company. �s at 31 �arch 2016 the Company has estimated carry forward tax losses of �1,993,984 (31 �arch 2015� �1,557,322).
| (d) �nrecognised temporary differences Net deferred tax assets (calculated at 30� (2015�30�)) have not been recognised in respect of the following items� Tax losses �nrecognised deferred tax assets/(liabilities) relating to the above temporary differences NOTE �� LOSS PER SHARE |
CONSOLIDATED |
|---|---|
| 2016 $ 2015 $ |
|
| 1,993,984 1,557,322 598,195 467,197 |
| (a) Earnings used in calculating earnings per share �or basic loss per share� �oss from Continuing Operations (�) Weighted average num�er of shares �eighted average number of ordinary shares for basic earnings per share |
CONSOLIDATED |
|---|---|
| 2016 $ 2015 $ |
|
| (1,622,013) (693,823) |
|
| 1,109,418,173 677,683,392 |
There are no potential ordinary shares that are considered dilutive, as a result no dilutive earnings per share has been disclosed.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 5� OPERATIN� SE�MENTS
Identification of reporta�le segments
Triple �nergy �imited is focused on the oil and gas sector.
The �roup has identified its operating segments based on the internal reports that are reviewed and used by the executive management team (the chief operating decision ma�ers) 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 pro�ects. �iscrete financial information about each of these pro�ects is reported to the executive management team on at least a monthly basis.
Location of interests and nature of pro�ects
Oil and gas exploration pro�ects
The �roup�s current pro�ect is located in the People�s �epublic 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 �roup in reporting segments internally are the same as those contained in Note 1 to the accounts and in the prior period.
| �ear ended 31 �arch 2016 Total segment revenue �egment net operating loss after tax Interest revenue Other non-cash expenses �egment assets �egment 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 �as Pro�ects $ �nallocated Items $ Total $ |
|
| - 7,502 7,502 |
|
| - (1,622,013) (1,622,013) |
|
| - 7,502 7,502 - 165,319 165,319 8,750,262 127,326 8,877,588 |
|
| 591,378 262,218 853,596 |
|
| - (1,042,680) (1,042,680) (652,211) - (652,211) - 1,244,372 1,244,372 |
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
30
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 5� OPERATIN� SE�MENTS (continued)
CONSOLIDATED
| �ear ended 31 �arch 2015 Total segment revenue �egment net operating loss after tax Interest revenue Other non-cash expenses �egment assets �egment liabilities Cash flow information Net cash flow from operating activities Net cash flow from investing activities Net cash flow from financing activities |
Oil and �as Pro�ects $ �nallocated Items $ Total $ |
|---|---|
| - 5,330 5,330 |
|
| - (693,823) (693,823) |
|
| - 5,330 5,330 - 54,000 54,000 6,281,691 562,013 6,843,704 |
|
| 278,375 684,095 962,470 |
|
| - (529,843) (529,843) (657,193) - (657,193) - 1,182,218 1,182,218 |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 6� CASH AND CASH E��I�ALENTS
| Cash at ban� and on hand �an� guarantee |
CONSOLIDATED |
|---|---|
| 2016 $ 2015 $ |
|
| 387,812 830,829 15,308 15,308 |
|
| 403,120 846,137 |
Cash at ban� earns interest at floating rates based on daily ban� deposit rates.
�hort-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the �roup, and earn interest at the respective short-term deposit rates.
Non�Cash Investing and Financing Activities
�uring the year ended 31 �arch 2016 the �roup issued 595.3 million drilling performance shares as consideration for drilling services (2015� nil).
| Reconciliation of loss for the year to net cash flows from operating activities (�oss) for the year �d�ustments for� �hare based payments expenditure �epreciation Change in net assets and liabilities� (Increase)/decrease in trade and other receivables (�ecrease)/increase in trade and other payables Net cash used in operating activities |
CONSOLIDATED |
|---|---|
| 2016 $ 2015 $ |
|
| (1,622,013) (693,823) 165,319 54,000 1,155 2,100 69,385 (37,613) 350,976 145,493 |
|
| (1,035,178) (529,843) |
NOTE 7� OTHER C�RRENT ASSETS
| ��T receivables Prepayments Other receivables |
CONSOLIDATED 2016 $ 2015 $ 11,352 19,804 4,225 175,202 13,443 9,882 29,020 204,888 |
|---|---|
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
32
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE �� PROPERTY� PLANT AND E��IPMENT
| Cost �s at 1 �pril 2014 �dditions �oreign �xchange �ovements As at 31 March 2015 �s at 1 �pril 2015 �dditions �oreign �xchange �ovements As at 31 March 2016 Accumulated Depreciation �s at 1 �pril 2014 Net charge for the year As at 31 March 2015 �s at 1 �pril 2015 Net charge for the year As at 31 March 2016 Carrying amounts At 31 March 2015 At 31 March 2016 |
CONSOLIDATED |
|---|---|
| Leasehold Improvement s Plant � Equipment Total |
|
| $ $ |
|
| 31,980 194,647 226,627 - - - - 47,772 47,772 |
|
| 31,980 242,419 274,399 |
|
| 31,980 242,419 274,399 - - - - (12,110) (12,110) |
|
| 31,980 230,309 262,289 |
|
| 3,939 11,478 15,417 10,664 32,512 43,176 |
|
| 14,603 43,990 58,593 |
|
| 14,603 43,990 58,593 17,277 20,647 37,924 |
|
| 31,880 64,637 96,517 |
|
| 17,377 198,429 215,806 |
|
| 100 165,672 165,772 |
Note - depreciation of plant � equipment used in exploration activities is capitalised as deferred exploration and evaluation expenditure.
NOTE �� DEFERRED E�PLORATION AND E�AL�ATION E�PENDIT�RE
| E�ploration and evaluation phase � at cost �alance at beginning of year �oreign exchange movements �ccounting cost of ��P �rilling Performance �hares �xploration expenditure capitalised in the year Total deferred exploration and evaluation expenditure |
CONSOLIDATED |
|---|---|
| 2016 $ 2015 $ |
|
| 5,576,873 4,227,231 (162,898) 692,449 2,000,088 - 865,613 657,193 |
|
| 8,279,676 5,576,873 |
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.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 10� TRADE AND OTHER PAYA�LES (C�RRENT)
| OTE 10� TRADE AND OTHER PAYA�LES (C�RRENT) |
|
|---|---|
| Trade creditors� Other creditors and accruals |
CONSOLIDATED |
| 2016 $ 2015 $ |
|
| 701,871 303,835 151,725 158,635 |
|
| 853,596 462,470 |
�Trade creditors are non interest-bearing and normally settled on 45 day terms.
NOTE 11� �ORROWIN�S (C�RRENT)
| OTE 11� �ORROWIN�S (C�RRENT) |
|
|---|---|
| �orrowings | CONSOLIDATED |
| 2016 $ 2015 $ |
|
| - 500,000 |
|
| - 500,000 |
�orrowings as at 31 �arch 2015 comprised a limited-recourse, interest-free converting loan from ��P to C�T �eilong�iang (��) �td. In accordance with the terms of the ��P �inancing Transaction approved by Triple �hareholders on 24 �pril 2015, the loan was repaid in full through the issue of 83.33 million fully paid ordinary �hares in the Company on 28 �pril 2015.
NOTE 12� ISS�ED CAPITAL
CONSOLIDATED
| 2016 No� 2015 No� �rdinary shares �a� Issued and fully paid 1,132,940,941 793,940,944 Performance Shares �b� 595,264,168 - |
2016 $ 2015 $ |
|---|---|
| 31,495,833 29,785,161 2,800,088 800,000 |
|
| 34,295,921 30,585,161 |
(a) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the �roup 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. �pon a poll of every holder is entitled to one vote per share held.
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
34
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 12� ISS�ED CAPITAL (CONTIN�ED)
�ovements in ordinary shares on issue during the year are as follows�
CONSOLIDATED
| CONSOLIDATED | |
|---|---|
| �o�ements in ordinary shares on issue �t 1 �pril �ovements during the period� Issued for cash Issued as settlement of borrowings Issued under �mployee �hare �cheme Issued upon lapse of Performance �hares Transaction costs �t 31 �arch |
2016 2015 |
| No� $ No� $ |
|
| 793,940,944 29,785,161 620,940,920 28,802,943 255,666,664 1,534,000 158,000,000 790,000 83,333,333 500,000 - - - - 15,000,000 300,000 - - 24 - (323,328) (107,782) |
|
| 1,132,940,941 31,495,833 793,940,944 29,785,161 |
(�) Performance Shares
�i� ��istin� �rillin� Performance Shares
�uring the year to 31 �arch 2016, the Company issued 595.3 million drilling performance shares to ��P as part of the �hareholder-approved ��P Transaction. �nder the terms of the ��P Transaction, the �olong �oint �enture (80� profit interest to TNP), entered into a drilling contract with �ei�ing �iu�un �nergy Technology Co �td ( �iu�un Energy ) for the drilling and technical services for the two wells in the �egang area of �eilong�iang Province in China.
�ull responsibility for payment for the �iu�un �nergy drilling services was assumed by ��P in consideration for the drilling performance shares issued to them by Triple. The terms of these performance shares allow for their conversion to ordinary shares on a 1�1 basis upon satisfactory completion of the specified drilling services by an agreed milestone date.
�s at 31 �ecember 2015 (the originally scheduled milestone completion date) the 2 wells had been drilled and cored as announced by the Company to ��� previously, however certain other specified components of the drilling services were not able to be met through no fault of Triple or ��P. The independent �irectors of Triple (being, in this instance the �irectors not nominated by or associated with ��P) resolved to ta�e such remedial action as may be necessary to enable the commercial substance and practical intent of the drilling services arrangements with ��P to be honoured. � general meeting of the Company was convened and held on 28 �une 2016 to enable the drilling performance shares to be reissued on revised terms. �hareholders voted overwhelmingly in favour of reissuing the shares, which was completed immediately following the meeting. �ubsequently, the Company and ��P determined a pro-rata vesting of the reissued shares based on the value of drilling services performed up to that date and 318 million new fully paid ordinary shares were issued to ��P, while the balance of 277 million of the reissued drilling performance shares were agreed to have lapsed automatically in accordance with their terms.
The drilling performance shares were valued based on the mar�et price at the time of their original issue (being 24 �pril 2015) and sub�ect to an assessment as at balance date of the number of performance shares li�ely to have vested as at that date.
�ii� �apsed Prior �lasses of Performance Shares
On 7 �ebruary 2013, pursuant to shareholder approval, the Company issued 350,000,000 Performance �hares in respect of the acquisition of C�T �eilong�iang (��) �td. The Performance �hares were issued in 4 tranches and all 4 Tranches lapsed due to their relevant performance conditions not having been met. Tranches 1 and 2 lapsed in the year to 31 �arch 2014 and Tranches 3 and 4 (being two equal tranches of 250,000,000) lapsed in the year to 31 �arch 2015.
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35
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 12� ISS�ED CAPITAL (CONTIN�ED)
�ovements in the number of Performance �hares on issue during the current and prior year are as follows�
| �t 1 �pril Issued in consideration for drilling services Converted into ordinary shares on the basis of 1�10,000,000 upon failure to meet milestone conditions by due date |
2016 2015 |
|---|---|
| No� No� |
|
| - 250,000,000 595,264,168 - - (250,000,000) |
|
| 595,264,168 - |
(c) Options
Company options carry no voting rights and no right to dividends.
| Options on issue �o�ements in share options Outstanding at the beginning of the year �ranted during the year �xpired during the year Outstanding at the end of the year |
CONSOLIDATED |
|---|---|
| 2016 No� 2015 No� |
|
| 77,000,000 85,000,000 |
|
| 85,000,000 85,000,000 97,000,000 - (105,000,000) - |
|
| 77,000,000 85,000,000 |
NOTE 12� ISS�ED CAPITAL (CONTIN�ED)
�etails of options on issue as at balance date are as follows�
| Class � |
Num�er E�ercise Price E�piry date Status 77,000,000 1.5 cents per share 31 �ugust 2018 �ested and exercisable 77�000�000 |
|---|---|
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
36
| Total equity | $ | 5,139,694 | (693,823) | 699,145 | 5,322 | 844,000 | (107,782) | - | 5,881,234 | 5,881,234 | (1,622,013) | (145,009) | (1,767,022) | 4,034,088 | (323,328) | 199,020 | - | 8,023,992 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non- | controlling | interests | $ | 635,620 | - | - | - | - | - | 199,829 | 835,449 | 835,449 | - | - | - | - | - | - | (7,002) | 828,447 | ||||
| Total | $ | 4,504,074 | (693,823) | 699,145 | 5,322 | 844,000 | (107,782) | (199,829) | 5,045,785 | 5,045,785 | (1,622,013) | (145,009) | (1,767,022) | 4,034,088 | (323,328) | 199,020 | 7,002 | 7,195,545 | ||||||
| NOTE 13: RESERVES, ACCUMULATED LOSSES & NON-CONTROLLING INTERESTS |
Issued Share based Accumulated Foreign Currency Consolidation |
Capital payment losses Translation Reserve |
reserve Reserve |
$ $ $ $ $ |
As at 1 April 2014 29,602,943 906,951 (25,619,219) 249,019 (635,620) |
Loss for the period - - (693,823) - - |
Foreign exchange reserve movements on translation of - - - 699,145 - |
overseas subsidiaries | Total comprehensive income/(loss) for the period - - (693,823) 699,145 - |
Ordinary Shares issued 1,090,000 (246,000) - - - |
Transaction costs on share issue (107,782) - - - - |
Changes attributable to non-contributing interests - - - - (199,829) |
As at 31 March 2015 30,585,161 660,951 (26,313,042) 948,164 (835,449) |
As at 1 April 2015 30,585,161 660,951 (26,313,042) 948,164 (835,449) |
Loss for the period - - (1,622,013) - - |
Foreign exchange reserve movements on translation of - - - (145,009) - |
overseas subsidiaries | Total comprehensive income/(loss) for the period - - (1,622,013) (145,009) - |
Ordinary Shares issued 4,034,088 - - |
Transaction costs on share issue (323,328) - - - - |
Options Issued - 199,020 |
Changes attributable to non-contributing interests - - - - 7,002 |
As at 31 March 2016 34,295,921 859,971 (27,935,055) 803,155 (828,447) |
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2016 ANNUAL REPORT
37
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 13� RESER�ES ��������e��
S�a�e �a�e� �a��e�� �e�e��e
��� ��� ������������� ��� ����� ����� ������� ������� �� ���� �� ������ ��� ���������� ������� ��� ����� ����� �� ��� ������ ��� ��� ���� ����� �� ������������� �������� �� ��� ������� ����� � ���������������� ���� ���� ��� ������� �� ���� �� ���� ��� ��������� ����� ����� ������ ����������� ���� ���� ������ �� ������������� ��� ��� ����������� �� ������ �� �������� ��� ��� �������� �� �� ���������� ������� ��� ���������� ������� ���� ����� �� ��� ���������� ������� ��� ��� ������ ���� ����� �� ��� ������ ���������
F��e�g� C���e��� T�a���a���� Re�e��e
���� ������� �� ���� �� ������ �������� ����������� ������� �� ����������� �� ��� ����� �������� ���� �� ��� ���� � ���������� �������� �� ���������� ������� ��� ���� ���� ���������� ���� ���������� ������� ��� ������������ ���������
C�������a���� Re�e��e
���� ������� ���������� ����������� ���� ������������� �� ������ ��� ���������� ������� ��� ��������������� ���������� ����� �� ��� ��� ������ ��� ��� ������ ��������� �� ��� ��������������� ���������
NOTE 1�� S��SIDIARIES
������� �� ��� ������� ������������ �� ��� ��� �� ��� ��������� ������ ��� �� ��������
| Na�e �� �������a�� | P������a� a������� | P�a�e �� ��������a���� a�� ��e�a���� |
P��������� �� ���e����� ���e�e�� a�� �����g ���e� �e�� �� ��e ����� |
P��������� �� ���e����� ���e�e�� a�� �����g ���e� �e�� �� ��e ����� |
|---|---|---|---|---|
| �� ����� ���� | �� ����� ���� | |||
| ����� ������� ��� | ����� ��������� �� ��� ��� ��� ����������� |
��� | ���� | ���� |
| ��� ������������ ���� ��� | ��� ��� ��� ���������� | ���� ���� | ���� | ���� |
| ������������ ������ ������ ��� ��� |
���� ���� ��� ����������� | ����� | ��� | ��� |
NOTE 1�� FINANCIAL INSTR�MENTS
| F��a���a� a��e�� ���� ��� ���� ����������� F��a���a� ��a������e� ����� ��� ����� �������� ���������� |
CONSOLIDATED |
|---|---|
| 2016 � 201� � |
|
| ������� ������� |
|
| ������� ������� � ������� |
|
| ������� ������� |
��� ���� ����� �� ��������� ������ ��� ����������� ������������ ����� �������� ����� �� ������� �����
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
38
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 1�� FINANCIAL INSTR�MENTS ��������e��
��� ��������� ����� ������� ��� �������� ���������� ��� ��� ������� �������������� ��������� ������� ����� ���� ���� ����� �� ����� �� ������������ ����������� ���������� �� ��� ��������� ������ ��������� �������� ���� ���� �� ������ �� ����� ������ ������ ����� ��� ����� ����������� ���� ��� ���� ���� ���� ����� �� � ��������� �������
| �e�g��e� | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| a�e�age | |||||||||
| CONSOLIDATED | e��e����e ���e�e�� �a�e |
Le�� ��a� 1 ����� |
1 � 3 M����� | 3 ������ 1 �ea� |
� | 1 � � �ea�� |
�� �ea�� |
||
| � | � | � | � | � | � | ||||
| 2016 | |||||||||
| ������������ ������� | � | � | � |
� | � | � | |||
| �������� �������� ���� ����������� | ���� | ������� | � |
� | � | � | |||
| ����� �������� ���� ����������� | � | � | � |
� | � | � | |||
| ������� | � |
� | � | � | |||||
| 201� | |||||||||
| ������������ ������� | � | � | � |
� | � | � | |||
| �������� �������� ���� ����������� | ����� | ������� | � |
� | � | � | |||
| ����� �������� ���� ����������� | � | � | � |
� | � | � | |||
| ������� | � |
� | � | � |
��� ��������� ������ ������ ��� ������� ��������� ����������� �������� ��� ��� �������������� ��������� ������������ ����� ��� ����� �� ��� ������������ ���� ����� �� ��������� ����������� ����� �� ��� �������� ���� �� ����� ��� ����� ��� �� �������� �� ���� ��� ����� �������� ���� �������� ��� ��������� ���� ������
| CONSOLIDATED �e�g��e� a�e�age e��e����e ���e�e�� �a�e |
Le�� ��a� 1 ����� 1 � 3 M����� 3 ������ � 1 �ea� 1 � � �ea�� �� �ea�� |
|---|---|
| � | � � � � � |
| 2016 ������������ ������� � �������� �������� ���� ����������� � ����� �������� ���� ����������� � 201� ������������ ������� � �������� �������� ���� ����������� � ����� �������� ���� ����������� � |
� ������� � � � � � � � � � � � � |
| � ������� � � |
|
| � ������� ������ � � � � � � � � � � � � |
|
| � ������� ������ � � |
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2016 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 16� SHARE �ASED PAYMENTS
�� �� ����� ����� ��� ����� ��� ��� ��������� ����������� ������� ������������ ��������� ������������ �� ��� ������� �� ����� �����
S�a�e O������ g�a��e� �� D��e����� a�� C������a���
�������� �� ����������� �������� ������� �� �� ����� ����� ������ ��� ���� ���������� ��� ������� ���� ������� �� ���������� �������� ��� ����������� �� ��� �������� � �������� ����������� ������� ������� �� �������� ��� ���������� ������ ��� ���� �� �������� �� ��� ������ ������ ��������� �� ��� ������� ��� ��������� �� ���������� ����� ��� ����� ������� ������������ ������������� ��� ��������� �������
����� ������ ������
�������� ����������� ���� ������ ����� � �����
�������� ���������� ���
��������� �������� ������ ����
���� �������� �� ����������� ��������� ������� �� �� ����� ����� ���������� ������� ���� ������� �� �������� �� ��� ������� �� ������������� ��� ��������� �������� �������� �� ��� ��� ������������ �� ���������� ���� ���������� ���������� ��� ���������� ���� �� ����� ������� ��������� ��� ���������� ������ ����������� ����� ��� ������� �������� ������� ������� ��������� �� ��� ������� ��� ��������� �� ���������� ����� ��� ����� ������� ������������ ������������� ��� ��������� �������
����� ������ ������ �������� ����������� ���� ������ ����� � ������ �������� ���������� ���
��������� �������� ������ ����
T����e E�e�g� L�� E�����ee S�a�e P�a�
��� ������ ������ ��� �������� ����� ���� ��� �������� �� ������������ �� ��� ������� ������� �� �� �������� ����� ������������� �� ��� ���� �� �� ��� ������� ���������� ��� �� ���������� ��� � ����������� ����� �� ����������� �� ��� ���� �� �� ������� ��� ���������� ��������� ������ ���� ���������� ������ ���� ������ �� � ����� �������� �� �� ��������� ��� ������ ������� �� ��������������� ������� ����������� �� �������� �� ������������ �� ��� ���� ���� ��� ��� ������ ������ ��� ������ �� �� ������������� ������� �������� ���� �� ��� ��������� ���� � � ���� ����� �� ������ �� ������� ��� ���������� �� �� ������� ������ ��� ���� �� �� ����� ���� �� �������� �� ��� ������
��� �������� ������ ����� �� ��� ��� ����������� ��� ���������� �������� ��� ���� �������� �� � ������������ ������� �������� ��� ��������� ��� ��������� �� ���������� ����� ��� ����� ������� ������������ ������������� ��� ��������� �������
����� ������ ������ �������� ����������� ���� ������ ����� � ����� �������� ���������� ��� ��������� �������� ������ ����
NOTE 1�� FINANCIAL RIS� MANA�EMENT O��ECTI�ES AND POLICIES
��� ����� ��� �������� �� ��� ��������� ����� ���� ����� ��� �� ��������� ������������
• ������ ���� • �������� ���� ���� • ��������� ���� • ������ ����
���� ���� �������� ��� ����������� ����� ��� ������� �������� �� ���� �� ��� ����� ������ ����� ����������� �������� ��� ��������� ��� ��������� ��� �������� ����� ��� ��� ���������� �� ��������
��� ����� ��� ������� �������������� ��� ��� ������������� ��� ��������� �� ��� ���� ���������� ���������� ��� ����� ������� ��� ������ �������� ��� �������� ���� �� ����� ����� �� ���������� ������
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
40
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 1�� FINANCIAL RIS� MANA�EMENT O��ECTI�ES AND POLICIES ��������e��
��� ������� ��������� ��������� ����������� �������� ���� ��� ����� ���� ��������� ��� ���� ������� �� ��� ��������� ����������� �� �� ���� ��� ������� ������ �� �������� �� � ��� ���� �� ��� ������ ��� ����� ���� ��� ����� ��������� ����������� ���� �� ����� ������� ��� ��������� ����� ����� �������� ���� ��� ����������� ��� ��� ���� ����� �� ����� ����� �� ��� ���� ��� ������� ������ ��� �� ����� �� ��������� ������������
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NOTE 1�� COMMITMENTS AND CONTIN�ENCIES
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
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CONSOLIDATED ���� � ���� � |
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NOTE 1�� DI�IDENDS
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NOTE 20� E�ENTS S��SE��ENT TO �ALANCE DATE
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NOTE 21� A�DITOR�S REM�NERATION
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Amounts received or due and receivable by HLB Mann Judd for: ����� ��� ������ �� ��������� �������
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TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
42
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016
NOTE 22� DIRECTORS AND E�EC�TI�ES DISCLOS�RES
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2016 � 201� � |
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NOTE 23� OTHER RELATED PARTY DISCLOS�RES
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NOTE 2�� PARENT ENTITY DISCLOS�RES
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DIRECTORS� DECLARATION
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Pa�� ���e�����
Ma�ag��g D��e���� Da�e� ���� 30[��] �a� �� ���e 2016
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
44
==> picture [163 x 69] intentionally omitted <==
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 Limited (“the company”), which comprises the consolidated statement of financial position as at 31 March 2016, 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 Group. The Group 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 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 Group’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 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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2016 ANNUAL REPORT
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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 Group’s financial position as at 31 March 2016 and of its performance for the year ended on that date; and
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(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
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(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 2016. 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 2016 complies with section 300A of the Corporations Act 2001 .
HLB Mann Judd Chartered Accountants
D I Buckley Partner
Perth, Western Australia 30 June 2016
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
46
| 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. This statement sets out the corporate governance practices in place throughout the financial year in accordance with the 3rdedition of the ASX Principles of Good Corporate Governance and Best Practice Recommendations. Further information about the Company’s corporate governance practices is available on the Company’s website atwww.tripleenergy.net. |
Explanation | **PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT ** | The Company has adopted a formal charter that details the respective board and management functions and responsibilities. A copy of this board charter is available in the governance section of the Company's website atwww.tripleenergy.net |
The Company has established a Remuneration and Nomination Committee (“RNC”) which operates under the Remuneration Committee Charter and Nomination Committee Charter. Copies of both charters are available within the Corporate Governance Plan in the governance section of the Company’s website atwww.tripleenergy.net The Nomination Committee Charter requires the RNC to undertake appropriate checks before appointing a candidate, or putting forward to security holders a candidate for election as a Director. All material information relevant to whether or not to elect or re-elect a director is provided to the Company’s shareholders as part of the Notice of Meeting and explanatory statement for a shareholder meeting including resolutions related to the election or re-election of directors. |
The Company’s Nomination Committee Charter requires that each director and senior executive is a party to a written agreement with the Company which sets out the terms of that director/senior executive’s appointment. The Company has written agreements in place with all members of the Board of Directors. |
As detailed in the Board Charter, the Company Secretary is accountable directly to the Board, through the Chair, on all matters related to the functioning of the Board. |
|---|---|---|---|---|---|---|
| Comply (Yes/No) |
Yes | Yes | Yes | Yes | ||
| ASX Recommendation | ASX Recommendation 1.1:A listed entity should disclose: (a) The respective roles and responsibilities of its board and management; and (b) Those matters expressly reserved to the board and those delegated to management. |
ASX Recommendation 1.2:A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. |
ASX Recommendation 1.3:A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
ASX Recommendation 1.4:The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the functioning of the board. |
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| Explanation | 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. Terms of the policy are available on the Company’s website www.tripleenergy.net. The Board has not yet established and reported against measurable objectives for achieving gender diversity as per ASX Best Practice Recommendation 1.5. 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 15% of total staff levels. There are currently no women occupying key management personnel or Board positions. |
The Board Charter and Performance Evaluation policy details the process of evaluating the Board, its Committee and individual directors on an annual basis as appropriate. The Performance Evaluation policy is available within the Corporate Governance Plan on the Company’s website. Due to the timing of changes to the Board and the Company’s operations, it was not deemed necessary to undertake a performance evaluation in the reporting period. |
The Board has a policy of evaluating the performance of its senior executives on an annual basis or as appropriate at the discretion of the Board. Arrangements for monitoring the performance of executives include a review of the Company’s financial performance and achievement against non-financial milestones; and appraisal meetings or discussions incorporating analysis of performance with each individual. A formal performance review was conducted for some, but not all executives during the reporting period, having regard to organisational changes. It is expected that further reviews will take place in 2016/2017 reporting period. |
|---|---|---|---|
| Comply (Yes/No) |
No | Yes | Yes |
| ASX Recommendation | ASX Recommendation 1.5:A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: 1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes) or 2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in, and published under, that Act. |
ASX Recommendation 1.6:A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
ASX Recommendation 1.7:A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
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| Explanation | The Company’s Nomination Committee is currently comprised of the full Board and chaired by Mr Garry Ralston the Company’s lead independent director. The current size and composition of the Board means it is not possible to comply fully with recommendation 2.1(a). The Board will continue to review its composition to ensure it remains appropriate to the Company’s circumstances, size and stage of development. Separate meetings of the Nomination Committee were not held during the period. The charter of the Nomination Committee is included in the Corporate Governance Plan available on the Company’s website. |
The Group’s activities are currently evolving and development of a formal skills matrix remains ongoing. The current Board has significant expertise and experience in Oil & Gas operations, Strategy, Accounting and Finance, International Business, Mergers and Acquisitions, Risk Management, Financial Markets and Investor Relations and the Board is comfortable with the skills represented by the current Board. |
At the date of this report the Board has only one director considered by the Board to be an independent director, being Mr Garry Ralston. Mr Ralston has non interests, positions or relationships of the type described in Box 2.3. The appointment dates of directors are set out below: Mr Ming Kit (Tommy) Cheng – 9 December 2014 Mr Paul Underwood – 14 February 2012 Mr Po Chan – 29 April 2015 Mr Garry Ralston – 16 February 2010 |
|
|---|---|---|---|---|
| Comply (Yes/No) |
No | No | Yes | |
| ASX Recommendation | PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE | ASX Recommendation 2.1:The board of a listed entity should: (a) have a nomination committee which: 1) has at least three members, a majority of whom are independent directors, and 2) is chaired by an independent director, and disclose: 3) the charter of the committee; 4) the members of the committee; and 5) as at the end of the reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
ASX Recommendation 2.2:A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. |
ASX Recommendation 2.3:A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director |
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| Explanation | As shown in the table above, at the date of this report and during the reporting period, the Board has not had a majority of independent directors based on the Company’s definition of independence which is published in the Corporate Governance Plan on the Company’s website. The Board will continue to review its composition to ensure it remains appropriate to the Company’s circumstances, size and stage of development. |
The Board’s chair, Mr Tommy Cheng, is not considered to be independent by reason of being a nominee of a substantial shareholder in the Company. The position of CEO and Managing Director is Mr Paul Underwood. |
As set out in the Board Charter, the Company Secretary is responsible for facilitation of the induction of new directors. The Board is supportive of professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. |
The Company has established a code of conduct that sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from Directors and employees. A copy of the Company’s code of conduct is available in the corporate governance section of the Company's website. |
PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING | |
|---|---|---|---|---|---|---|
| Comply (Yes/No) |
No | No | Yes | Yes | ||
| ASX Recommendation | ASX Recommendation 2.4:A majority of the board of a listed entity should be independent |
ASX Recommendation 2.5:The chair of the board of a listed entity should be an independent director, and, in particular, should not be the same person as the CEO of the entity. |
ASX Recommendation 2.6:A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. |
PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY | ASX Recommendation 3.1:A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it |
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TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
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| 0 ADDITIONAL ASX INFORMATION � |
Explanation | The Board has established an Audit Committee and adopted a charter that sets out the Audit Committee's purpose, composition, duties and responsibilities. The role of the Audit Committee is to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting and compliance. A copy of the charter of the Audit Committee is available in the governance section of the Company's website. The Company's Audit Committee for the period ended 31 March 2016 comprised the full board with Mr Garry Ralston as chair. Separate meetings of the Audit Committee did not take place during the year, with relevant business instead being considered by the Board, having reference to the appropriate charter. The composition of the Audit Committee does not meet the requirements of Recommendation 4.1, as the current composition of the Board does not allow for it. The qualifications, experience and attendance of the members of the Audit Committee are detailed in the Directors’ Report of the 2016 Annual Report. |
The Company has complied in part with the recommendation. The appropriate declarations are made prior to approval of full and half- year accounts, however the Company had not yet implemented the process for all quarterly cash flow statements within the reporting period, with the Board considering that provision of the assurance for the half-yearly and annual financial statements is sufficient given the size and nature of the Company’s operations. It is expected that the Company will have implemented the recommendation for the 2016/2017 reporting period. |
The Audit and Risk Committee Charter deals with the requirement to ensure that the external auditor attends the Company’s AGM and is available to answer questions from the security holders. A representative of the Company’s auditor was present at its 2015 AGM and was available to answer questions from shareholders relevant to the audit and financial statements. |
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE | The Company has established a continuous disclosure policy which is designed to guide compliance with ASX Listing Rule disclosure requirements and to ensure that all directors, senior executives and employees of the Company understand their responsibilities under the policy. The Board has designated the Company Secretary as the person responsible for ensuring that this policy is implemented and enforced and that all required price sensitive information is disclosed to the ASX as required. In accordance with the Company's continuous disclosure policy, all information provided to ASX for release to the market will be posted |
|---|---|---|---|---|---|---|
| Comply (Yes/No) |
No | No | Yes | Yes | ||
| ASX Recommendation | ASX Recommendation 4.1:The board of a listed entity should: (a) have an audit committee which: 1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and 2) is chaired by an independent director, who is not the chair of the board, and disclose: 3) the charter of the committee; 4) the relevant qualifications and experience of the members of the committee; and 5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit partner. |
ASX Recommendation 4.2:The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
ASX Recommendation 4.3:A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answers questions from security holders relevant to the audit. |
ASX Recommendation 5.1:A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. |
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| Explanation | to its website after ASX confirms an announcement has been made. A copy of the continuous disclosure policy is available in the governance section of the Company's website. |
PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS | The Company’s website contains information about the Company’s projects, Directors and management and governance practices. | The Company has adopted a Shareholder Communication Strategy, details of which are included in its Corporate Governance Plan on the Company’s website. The Company has provided information about the Company generally for the benefit of its shareholders and market participants (among others) on the Company's website and all information provided to ASX for release to the market will be posted to its website at after ASX confirms an announcement has been made. Contact with the Company can be made via an email address and phone number provided on the Company’s website. |
The Company has adopted a Shareholder Communication Strategy, details of which are included in its Corporate Governance Plan on the Company’s website. Notices of meetings are mailed to all shareholders, unless they have elected not to receive a copy, and are also available via the Company’s website. Shareholders are encourage to lodge proxy forms, subject to satisfactory authentication procedures if they are unable to attend shareholder meetings. |
Security holders can sign up to receive email communications through the Company website. Security holders can nominate their communication preferences with the Company’s security registry, which includes the option for electronic communications. |
PRINCIPLE 7: RECOGNISE AND MANAGE RISK | As discussed above at ASX Recommendation 4.1, the Audit Committee operates under the Audit and Risk Committee Charter, which is available within the Corporate Governance Plan on the Company’s website. Details concerning the composition of the Committee and qualifications, experience and attendance of its members have been addressed above in the response to Recommendation 4.1. Given the current composition of the Board, it is not possible for the Committee to be composed in accordance with Recommendation 7.1(a) 1) and 2). |
|---|---|---|---|---|---|---|---|---|
| Comply (Yes/No) |
Yes | Yes | Yes | Yes | No | |||
| ASX Recommendation | ASX Recommendation 6.1:A listed entity should provide information about itself and its governance to investors via its website. |
ASX Recommendation 6.2:A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. |
ASX Recommendation 6.3: A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. |
ASX Recommendation 6.4: A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically |
ASX Recommendation 7.1:The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director and disclose: 3) the charter of the committee; 4) the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. |
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| 2 ADDITIONAL ASX INFORMATION �ii |
Explanation | The Company is committed to the identification, monitoring and management of risks associated with its business activities and has established policies, in relation to the implementation of practical and effective control systems. The Company has established a Risk Management Policy, which is available within the Corporate Governance Plan on the Company’s website. The Board (via the Audit and Risk Committee) has delegated the responsibility for undertaking and assessing risk management and internal control effectiveness to management. The Audit and Risk Committee has received declarations from the CEO and CFO for the financial year ended 31 March 2016 that their view provided on the Company’s financial report is founded on a sound system of risk management and internal compliance and control which implements the financial policies adopted by the Board and that the Company’s risk management and internal compliance and control system is operating effectively in all material respects. |
The Company does not currently have an internal audit function. The Audit and Risk Committee (or, as applicable the Board with reference to the relevant Charter materials) is responsible for ensuring that sound risk management strategies and policies are in place for the Company. The Committee has responsibility for identifying and overseeing major risk areas and that systems are in place to manage them, and report to the Board as and when appropriate. The Committee is required to develop and maintain a risk register that identifies the risks to the Company and its operation and assesses the likelihood of their occurrence. As discussed above, the Committee also monitors and reviews and matters of significance affecting financial reporting and compliance. Under the Company’s Risk Management Policy, the responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management are requires to assess risk management and associated internal compliance and control procedures and report back to the Audit Committee on whether risks are being managed effectively. |
The Company has exposure to economic risks, including commodity price and general macro-economic risks and risks associated with economic cycles. Requirements for the Company to raise additional funding in the future to pursue its business objectives may be affected by these economic risks. The Group’s operations are subject to applicable laws concerning the environment and as an extractive industries entity it is expected that these operations will have an impact on the environment, in particular if larger scale field development operations proceed. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all relevant laws. The Company has in place risk management procedures and processes to identify, manage and minimise its exposure to these risks where it is considered possible, practicable and beneficial to do so. |
|---|---|---|---|---|
| Comply (Yes/No) |
Yes | Yes | Yes | |
| ASX Recommendation | ASX Recommendation 7.2:The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
ASX Recommendation 7.3:A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. |
ASX Recommendation 7.4:A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. |
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| Explanation | PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY | The Board has established a Remuneration Committee. The Remuneration Committee Charter is available within the Corporate Governance Plan in the governance section of the Company's website. The Committee is currently comprised of the full Board with Mr Garry Ralston as chair. Separate meetings of the Committee did not take place during the year, with relevant business instead being considered by the Board, having reference to the appropriate charter. The composition of the Committee does not meet the requirements of Recommendation 8.1, as the current composition of the Board does not allow for it. The qualifications, experience and attendance of members of the Committee are detailed in the Directors’ Report of the 2016 Annual Report. |
Non-Executive Directors are paid a fixed annual fee for their services to Company. Executives of the Company typically receive remuneration comprising a base salary component and other fixed benefits based on the terms of their employment agreements with the Company, or its Executive & Non-Executive directors may receive share options under the Employee Share Plan’s extant from time to time or by shareholder resolution |
The Board does not currently permit participants in its equity-based remuneration to enter into such transactions. |
|---|---|---|---|---|
| Comply (Yes/No) |
Yes | Yes | Yes | |
| ASX Recommendation | ASX Recommendation 8.1:The board of a listed entity should: (a) have a remuneration committee which: 1. has at least three members, a majority of whom are independent directors; and 2. is chaired by an independent director, and disclose 3. the charter of the committee; 4. the members of the committee; and 5. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
ASX Recommendation 8.2:A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and other senior executives. |
ASX Recommendation 8.3:A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
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ADDITIONAL ASX INFORMATION
ix
B: SHAREHOLDING INFORMATION (as at 14 July 2016)
1. Substantial Shareholders
As at report date the following shareholders hold a relevant interest in excess of 5% of the voting rights in the Company as disclosed in substantial holding notices given to the Company:
| Name | Date of Notice | Shares | % |
|---|---|---|---|
| Blue Sky Power Group | 29/6/16 | 768,104,905 | 48.99 |
2. Number of holders in each class of equity securities and the voting rights attached
Ordinary Shares
There are 812 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 authorised 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 6 holders of options. There are no voting rights attached to options.
3. Distribution schedule of the number of holders in each class of equity security
- a) Fully Paid Ordinary Shares
| % of Issued | % of Issued | |||
|---|---|---|---|---|
| Spread of holdings | Holders | Securities | Capital | |
| 1 - 1,000 | 41 | 12,645 | 0.00% | |
| 1,001 - 5,000 | 63 | 229,581 | 0.01% | |
| 5,001 - 10,000 | 108 | 982,667 | 0.06% | |
| 10,001 - 100,000 | 240 | 11,676,141 | 0.74% | |
| 100,001 - | 360 | 1,554,999,879 | 99.18% | |
| Total on register | 812 | 1,567,900,913 |
b) Options
| Spread of holdings Holders | Securities % of Issued | Securities % of Issued | |
|---|---|---|---|
| 100,001 - | 6 | 77,000,000 | 100% |
| Total on register | 6 | 77,000,000 | 100.0% |
Details of holdings of unquoted options in excess of 20% are as follows:
| Holder | Options |
|---|---|
| MingKit Cheng | 30,000,000 |
| Paul Underwood | 20,000,000 |
| Po Chan | 20,000,000 |
4. Marketable Parcel
There are 414 shareholders with less than a marketable parcel of $500 based on a share price of $0.007.
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ADDITIONAL ASX INFORMATION
x
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 14 July 2016) is as follows:
| Pos Holder name Designation |
Securities % of issued |
|---|---|
| 1 WAYPOST LTD 2 CITICORP NOM PL 3 HAZARDOUS INV PL 4 HSU YU-CHIEH HSU FAM A/C 5 HSU JUI-TING + YU-JU HSU FAM S/F A/C 6 PERSHING AUST NOM PL PHILLIP SEC HK A/C 7 SML CONTRACTING PL 8 WESTON BEN 9 UNDERWOOD PAUL STEPHEN UNDERWOOD 10 HACKSHAW GREGORY ROBERT 11 ROHDE STEPHEN C + C D LINDREW A/C 12 ECI INTNL PL 13 RALCORP PL 14 RACT SUPER PL RAND S/F A/C 15 WESWOOD PL PAUL UNDERWOOD S/F 16 CASH SAMUEL GEORGE + A SGEC S/F A/C 17 GILLESPIE ANDREW MARK 18 MANDALAY CAP GRP LTD 19 LAMBERT NIGEL JOHN + L M LAMBERT FAM NO2 A/ 20 RALSTON GARRY BENJAMIN TOP 20 TOTAL OTHER TOTAL |
768,104,905 48.99% 187,283,852 11.94% 67,591,704 4.31% 22,000,000 1.40% 19,270,005 1.23% 17,960,000 1.15% 16,000,000 1.02% 15,465,988 0.99% 15,000,000 0.96% 11,000,000 0.70% 10,075,000 0.64% 10,000,008 0.64% 10,000,007 0.64% 10,000,000 0.64% 10,000,000 0.64% 9,500,000 0.61% 9,441,100 0.60% 9,075,750 0.58% 8,567,798 0.55% 8,500,000 0.54% |
| 1,234,836,117 78.77% 333,064,796 21.23% |
|
| 1,567,900,913 100% |
TRIPLE ENERGY LIMITED
TRIPLE ENERGY LIMITED
ADDITIONAL ASX INFORMATION
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A. OTHER INFORMATION
1. Company Secretary
The Company Secretary is Mr Alex Neuling.
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2. Address and telephone details of the Company’s registered administrative office and principle place of business:
Unit 6, Level 1, 100 Railway Road Subiaco WA 6008 Telephone: (08) 9382 2322 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 Ph:+61 8 9315 2333
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.
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Triple Energy Limited
Address
Unit 6, Level 1, 100 Railway Road SUBIACO WA 6008
Phone
(08) 9382 2322
Fax
(08) 6314 1557
Web
www.tripleenergy.net