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Immuron Ltd Regulatory Filings 2003
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Regulatory Filings
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September 25th 2003
Company Announcements Office Australian Stock Exchange Ltd (ASX) 4th Floor, 20 Bridge Street SYDNEY NSW 2000
Dear Sir/Madam
Pursuant to Listing Rule 4.5 and Section 319 of the Corporations Act we now forward the 2002 - 2003 Annual Report for Anadis Limited.
The printed copy of the above is expected to be mailed to shareholders in the week commencing 6 October 2003.
Yours sincerely
CONOR GRAHAM
Managing Director & CEO
ANAPIS
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BOARD OF DIRECTORS / TECHNICAL ADVISORS
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STATEMENT OF FINANCIAL PERFORMANCE 28... STATEMENT OF FINANCIAL POSITION
30... NOTES TO THE FINANCIAL STATEMENTS
BACK COVER... COMPANY PARTICULARS
- 08... CHAIRMAN'S REPORT
- 09... CEO'S REPORT
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- ANADIS ALLIANCES
16... PRODUCT DEVELOPMENT 18. ANADIS MANUFACTURING 21... FINANCIAL STATEMENTS 22... DIRECTORS' REPORT
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STATEMENT OF CASH FLOWS
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DIRECTORS' DECLARATION 45... INDEPENDENT AUDIT REPORT 46... ADDITIONAL ASX INFORMATION 48. CORPORATE GOVERNANCE
Notice of Annual General Meeting
at St Michaels Uniting Church Hall 120 Collins Street Melbourne at 2.00pm 11 November 2003. ANADIS LIMITED ABN 80 063 114 045
The Anadis Annual General Meeting will be held
The Communication of the Communication of the Communication of the Communication ia
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Dr. Charles en en eller
Milliga og Ma FOM SUFFING, wang tawig NIE WAND
A EVERYONE
..EVERYWHERE
...HERE IN AUSTRALIA
BOARD OF DIRECTORS Contract Contract Contract
TECHNICAL ADVISORS
Prof. Colin Chapman
Assoc. Prof. JG (Hans) Kusters
Prof. Andrew Sinclair
Prof. Frank Dudley
| Philip Molyneux BEcon FCA |
Chamaan & Non Executive Oirector | Chartered accountant - professional experience in excess of 30 years. Former Partner of Ernst & Young. Experienced in public company accountability, finance and corporate governance. Director of a number of listed public companies for over 30 years. Also involved with a number of not-for-profit organisations. |
|---|---|---|
| Conor Grabam | Managing Director & CEO | Extensive background in both the management of bioscience comparies and in the development and marketing of bioscience related products. |
| Dr Peter Jenkins MBRS FRACP |
Non Executive Director | Consultant Physician & Gastroenterologist. |
| Professor Roy Robins-Browne MB BCh PhD FROPA FROPath FASM |
Non Executive Offector | Head of and Professor of Microbiology & inmrupology - University of Melbourne. Head of Microbiological Research - Murdoch Crikáren's Research Institute. |
| Roman Zwolenski 8.Sc Stasciences |
Non Executive Orector | A Non-Executive Director of several other Australian biotech companies. Over 30 years senior marragement experience with multipations) corporations and with Australian companies in the biomedical and blatech sectors. |
| Professor Colin Chapman SPham BVScHons) PhD FPS |
Advisor - Pharmaceutical products & formulations. Head of Pharmacy College Monash. |
|
| Associate Professor JG (Hans) Kusters PRO |
Advisor - Gastrointestinal Disease Associate Professor, Department of Gastroenterology & Hepatology. Vrije Universiteit, Amsterdam. Academic Hospital Digzigt, Rotterdam, The Netherlands. |
|
| Professor Andrew Sinclair BAGSC PhD |
Advisor - Nutraceuticals & Nutritional Physiology. |
|
| Professor Frank Dudley BSciMed MBBS FRACP MD |
Advisor - Gasterlintesthal Disease & Clinical Management. Head of Gastroenterplogy - Melbourne's Affred Hospital |
ELINDAVIAN L
Dear Shareholder.
As you will see from the following pages, 2002/03 has been another year of achievement for Anadis.
Our major focus, currently, is preparing for the launch of our first product. Preventyn (formerly Travelan). This should occur in the first half of 2004. The process leading up to that is a time consuming exercise which includes product registration, vaccine preparation, injection of dairy cows, collection of the hyperimmunised colostrum, processing the colostrum into tablet form, and then distribution. This represents a significant- and exciting-step for the company.
Part of the product launch programme has been the establishment of an alliance with Tatura Milk Industries (TMI). The alliance will give a quaranteed supply of colostrum for our product lines, involve some joint research projects, and potential funding for the company. As part of the colostrum collection process, our scientists have designed and built a simple but effective means of collecting colostrum under controlled conditions. This will give both companies a technical and marketing edge.
Our cash position remains sound. The manufacturing operation grew by 50% in the financial year 2002/03. This excellent rate of growth repeats the rate experienced last year. The margin these operations make, underwrites our corporate overheads. Success in winning a Biotechnology Innovation Fund ("BIF") grant, a START grant, qualifying for the conversion of tax losses to a refund through our research and development activities, and the cash injection received as part of our venture with the Development Centre for Biotechnology of Taiwan, all helped finance our research activities.
The research programme continues apace. The Research & Development sub-committee, headed by Professor Roy Robins-Browne, meets monthly in order to manage the projects in train. During the course of the year, three human clinical trials were underway; two trialling Osteoporon products, and one the Pyloran product. Additionally, our contract with DCB of Taiwan requires fast-tracking development of a product to counter Enterovirus 71. As you will note from the annual report, the company spent the largest portion of our annual expenditure on research and development. Anadis therefore is very active in pharmaceutical and nutraceutical development. It is success from these efforts that have the most potential for the company, and its shareholders.
The issue of corporate governance has dominated the corporate scene over the last twelve months. The board is acutely aware of its obligations to shareholders, and has always dealt with issues with integrity. It needs to be noted, however, that a company the size of Anadis cannot afford the luxury of establishing separate committees to deal with remuneration, nomination etc. These subjects are handled by the board as a whole. Additionally, whilst a majority of directors should be independent, the expertise offered by some directors, now defined as "non-independent" by the new guidelines, warrants their continued involvement on the board where their contribution is highly valuable. Importantly, your chairman, and the chairman of the audit committee are both independent.
The launch of Preventyn, and completion of some trials, promises another exciting year ahead for Anadis.
a pangang nganang pangyayang di Catangga
pangalihan di Panang Pananggal
dinasaling dimenenti di dinasali REPORT
Message to shareholders,
The past few vears have been for us, as they are for all rew businesses - a challending period. While a cautious market has kept biotechnology share prices low. Anadis' revenue has doubled over the past two years.
Anadis has set out deliberately to differentiate itself from other biorechnoloy firms. We knew that we had to have strong research and development, quality products and a strong manufacturing arm in order to ensure that Artaclis remains viable in the long term.
That measured approach, fire proud to say, has paid off. Our products have begun to demonstrate their effectiveness, our research has demonstrated its credentials, and our philosophy of aiming to become known as a blue chip biotechnology rather than a blue sky company, has given us a solid foundation for the future.
Anadis research has not only met Australia's strict regulatory requirements; it has also attracted investment from the Taiwanese government and investment from the Australian Government through Austridustry - the Commonwealth's innovation support agency. Only a fraction of applications for Austrofustry support, succeed. Anadis manufacturing has not only provided a sound foundation for our other activities; it has also generated its own innovations. Tatura Anadis Colostrum Handling System (TACHS), our patented bovine colostrum collection technology, has tremendous memational potential and has already brought about profound changes in the efficiency of colostrum production and quality control.
TACHS in itself is an excellent example of the Anadis approach. It marries our reputation for sound research with our awareness of manufacturing reality. TACHS was born out of the agreement between Anadis and Tatura Milk Industries (TMI), but that agreement has more profound implications than a great new technology for harvesting bovine colostaum.
Our agreement with TMI guarantees access to large quantities per year of the highest quality colostrum: enough to meet manufacturing and product launch needs over coming years.
Anadis remains strongly export focused, and we are working to bring a rumber of colostrum-based products into new markets in Japan. Korea and Taiwan. We have already entered into an agreement with the government of Taiwan to develop an Anadis treatment for Enterovirus-71 - a polio-like virus that has been recognised by Taiwariese authorities as a public health priority.
Further, Anadis has recently entered into significant agreements with the Australian Defence Force to develop a range of Bioshiekled passive immunisation products whose potential applications go far beyond the military.
While it's too early to go into specific detail about these innovations, I can say that they have the potential to have a major impact on public health, on a truly global scale.
This, and similar developments, will continue to drive our research effort over coming years. But Anadis will continue to support that research with a strong manufacturing foundation to ensure a firm basis for the company's future.
Conor Graham Managing Director & CEO
ALLIANGES
a sa kalifata na matangan na mga mga mga mga mga mga mga mga mga mg
In November 2002, Anaclis signed a major development, distribution and manufacturing agreement with Taiwan's Development Centre for Biotechnology (DCB) to produce a preventative colostrum based antibody for Enterovirus 71 - a disease affecting a large number of our Asian neighbours, particularly vouno children.
This joint venture agreement combines Anadis' protein production and delivery technologies with Taiwan's knowledge and experience through their exposure to the virus.
Program development will be fully funded from Taiwan over eighteen months.
Taiwan's DCB selected Anadis because of the company's successful Phase II clinical trials of Preventyn (formerly Travelan), and the platform technology of providing passive immunity transfer for disease treatment and prevention.
Australian and Taiwanese scientists have drawn up a joint development plan to create a product that will be safe and acceptable to children.
Background on Enterovirus 71
Enterovirus 71 isn't as vet well known in Australia, yet in the Asia Pactic region - mainly falwan and China - major outbreaks are becoming increasingly common. Enterovinus 71 is an emerging losease state and medical authorities are comparing the disease with the spread of polio in Europe and North America in the late 19th century.
Enterovirus 71 is one of the viruses that causes hand, foot and mouth or slapped cheek disease in young children. Symptoms usually include a rulid rash and quieter than normal behaviour, while a significant proportion (over 500 per year) of younger children develop nervous signs such as fits, paralysis and death. About a quarter of the children affected by the severe form of the disease die-
According to Talwanese government figures, since 1998 there have been millions of cases reported with thousands of severe cases and hundreds of deaths. In 1998 alone, more than four and a half million illnesses were caused by the virus including 500 severe neurological cases and 78 deaths. And most of these were children under the age of four.
Outbreaks of Enterovirus 71 have been recently reported in Europe and Australia.
Progress
Early in 2003, two scientists from Taiwan's DCB - Dr Young-Sun Lin and Dr Jim Sheu - came to Anadis headquarters in Australia to plan the project. Beyond the first gruelling week of discussions with Anadis scientists, the teams in the two countries are now in regular weekly contact to facilitate the rapid pace of development required.
As part of the Enterovirus 71 project Anadis has begun working on an effective product containing specific binding proteins to prevent transmission of the virus. The technology will provide a product that will be readily accepted by requiatory authorities, and will act as a 'suit of armour' over an epidemic. Children will be less likely to contract the disease or be harmed by it.
Anadis scientists are confident that an effective preventative can be developed over the next elonteen months. This represents a fraction of the time required to create a conventional vaccine, which generally takes at least 10 years to develop.
Intellectual property
Along with two applicable Anaclis patents, both parties will co jointly own any additional intellectual property generated during development.
Opportunities
This agreement is one of major commercial significance to Anadis, and combined with other opportunities, will help to further transform the company from a biotechnology research company into an income earning, product developer and manufacturer.
Under the terms of the agreement. Anadis receives the exclusive global manufacturing ngrits of the bioactive materials, and the product, for a minimum of five years, royalties from all sales in Asia, and sole distribution nobts for all markets outside Asia.
The DCB anticipates the market in Taiwan, alone, to be in excess of one hundred million doses per annum. For Anadis, this means that manufacturing and sales are likely to generate revenue and royalties.
Following an initial launch in Taiwan, Anadis and the DCB would then introduce the product into other parts of Asia and the rest of the world.
Angelo a faints Alliain ann an ainm an nan ainm ain
The new strategic allance between Anadis and Tatura Milk Industries (TMI) took place in May 2003. It will capitalise on product innovation, and production of value-added natritional and dairy components. establishing an exciting platform for technology growth and enhanced returns.
Access to TML's dairy supplier base and large-scale production systems gives Anadis a significant leap. in its ability to harvest large volumes of high-grade, liquid and powder colostrum. - and other dairy extract products. For Anadis, this locreased capability is integral to the production and commercialisation of all colostrum based products.
TMI and Anadis will work together to create and protect new product opportunities through research and development. Anadis will also act as a conduit to the scientific community and funding bodies, to help strengthen TMI's presence in high technology products.
Background on TMI
TML is a large milk manufacturing company based at Tatura in the Goulburn Valley (the centre of Australia's largest dairy region) that processes over half a billion lifes of milk from over 450 dairy farms. into skim milk powders, high fat cheese and butter, and other dairy based products.
TMI has a philosophy of being innovative to stay ahead of the big dairy commodity producers. Because of this philosophy TMI can regularly pay the best returns to its producer base, and they in turn pledge loyalty.
This new partnership with Anadis will further enhance TMI's market leadership as spacialist producer of high value dairy products, and strengthen the relationship with their loyal producer base.
Progress
The first major joint project is under way, involving thousands of cows in commercial scale collection and processing of first milking colostrum (plain and hyperimmune). Anadis scientific and field staff have worked together with TMI and their farmers to revolutionise the way they collect and process colostoan. resulting in a higher value, higher quality product.
This innovation has ted to the development of the Tatura Anadis Colostrum Harvesting System (TACHS) - a system that has substantially altered the economics of small volume, specialty products collection. For the first time ever, farmers can easily and cost-effectively collect large volumes of top quality colosirum with very little affect on the flow of farm life. In fact, farm workload is reduced along with the associated costs. But the benefits don't end here: TACHS offers many advantages and economies.
The system allows for separation and selection on an animal by animal basis, excellent quality control. and close monitoring of animal beatth.
Because only the first milking of colostrum is taken, there is more than enough colostrum left to freq. the calves.
Colostrum can now be collected from all stages of the calving period, not just at peak calving times. This is particularly important for hyperimmune programs where the animals are specially vaccinated.
TACHS works well for all farms from small to large, thus allowing us to access TMI's entire supplier base.
Transportation by refrigerated van, rather than liquid tanker, is more efficient and cost-effective.
As far as quality and integrity goes, once frozen, the product remains stable, preserving the bigactive molecules. Each cow's product is separate and can be tracked back by a unique number. An integrated sampling pooch is part of the system, so quality testing can be carried out on a small scale, well before. bulking product at the factory. Good quality product can be stock piled while frozen and processed as needed to make the best use of TMI's farge scale manufacturing facilities. And finally, product not suitable for human consumption can be returned to the farm for calves.
Intellectual property
A series of provisional patents have been lodged to protect TACHS from unlicensed use.
Opportunities
Set-up costs are small, and savings in collection and processing costs can be handed back to the farmer, providing greater returns.
Already there's a high acceptance rate by farmers, and that's because TACHS has proved to be so profitable and efficient. This quarantees a greater chance of collecting the highest quality colostrum. year after year.
TACHS allows Anadis to clearly differentiate the premium quality colostrum from other high volume colostrum products, thereby commanding a premium price.
In addition to first milking colostram, other high value milk fractions can be collected using TACHS.
Over the last 12 months, Australia's Defence Science and Technology Organisation (DSTO) has been carefully assessing Anadis' technology.
In August 2003, Anadis and the DSTO reached a heads of agreement, and are in the process of finalising legal documentation to join forces and develop short-term respiratory protection for military personnel and civilian emergency workers, against a range of biological warfare agents.
Conventional approaches to fight the disease rely on vaccines that need to be taken months before exposure or treatments given after exposure. Anadis' breakthrough technology has potential to offer immediate protection against airborne virus and bacteria such as Anthrax and the Plague, and improve responsiveness to conventional therapy after exposure.
Laboratory trial findings
In the past, bacteria that cause Plaque and Anthrax have proved to be very difficult to vaccinate against or to treat with antibiotics because they survive within immune cells in the lungs. Laboratory trials have since shown the Anadis technology to be highly successful in protecting the lungs against a Yersinia bacterium, which is closely related to the species that causes Plaque.
Intellectual property
The joint research agreement is based around two key pieces of intellectual property owned by Anadis.
The first covers immediate protection against bacteria such as Yersinia pestis (the Plague bacteria), Bacillus anthracis (Anthrax bacteria) and shigatoxin (a bacterial toxin made deadly through delivery by air).
The second is Anadis' fast-developing expertise and intellectual property on shielding delicate bioactive proteins in hostile environments.
Progress
Anadis and the Department of Defence have begun by planning the framework to work together in these joint research programs. The programs combine Anadis' binding protein, bioshielding and protective respiratory technologies with the expertise, infrastructure and government support available to DSTO scientists.
Opportunities
These technologies are highly likely to be of interest to Australia's military allies, with potential use of this platform technology in civilian respiratory medicine.
iyana yana yana ya matu ya matu ya kutoka wa matu ya kutoka wa matu ya kutoka wa kutoka wa kutoka wa kutoka wa
Wana wa kutoka kutoka wa kutoka wa kutoka wa kutoka wa kutoka wa kutoka wa kutoka wa kutoka wa kutoka wa kutok DEVELOPMENT
Anadis follows a 'pipeline' concept when it comes to creating new products. What this means is that as research and development progresses, early release of efficacious products such as functional foods. over-the-counter products or prescription doins can be marketed. For example, Anadis has obtained a Therapeutic Goods Administration (TGA) registered claim - 'nssists in the treatment of symptoms of gastrointestinal disorder' - through early development of Pytoran. So this 'first release' product can be sold as an additive to food, a capsule or a tablet. Further research will enable Anadis to increase the strength of the claim that should then enable us to take the product through to its full commercial potential.
Travellers' Diarrhoea prevention
Preventyn (formerly Travelan*)
Travellers' Diarrhoea (TD) affects large numbers of travellers on a worldwide basis. That's around 600 million cases a year. Over one third of these travellers become ill enough to warrant medical treatment, and there is a risk of severe long-term health problems. At the same time, the impact on business and tourism is significant.
Preventyn - a new over-the-counter medicine developed by Anadis - represents a profound change in the approach to treating TD. For the first time ever, a product has been developed that will actually help prevent TD rather than just act upon the symptoms, with the added benefit of being totally natural (derived from hyperimmune colostrum).
Prior to product launch, cattle vaccines were patented and then approved for use in dairy cattle by Australian Government Regulatory authorities. The second half of this year has brought commercial scale vaccination of cattle, and the bulk collection and processing of hyperimmune colostrum specifically targeted against Enterotoxigenic E.coli.
Preventyn tablets will be manufactured and packaged in tamper proof packs at a TGA registered facility, in early 2004, ready for launch in Melbourne in the first half of 2004. Strong overseas interest e.g., from China - a country with over 30 million western visitors each year - has been increasingly expressed.
* The name Travelary has been changed to Preventyn to avoid any confusion with the controversial Travacalm drug menufactured by Pan Pharmaceuticals.
Gastritis Research
Pyloran
In the 1980s the bacterium Helicobacter pylori (H.pylori) was found to play a major role in gastritis, gastric and duodenal ulcers, and associated with stomach cancer. So much so, The World Health Organization declared the bacterium a Class 1 carcinogen, equivalent to tobacco smoke.
Recent research has shown that over 30 per cent of people in the western world, and more than 50 per cent in Asia, are carriers of H.pylori. Of these, a minimum of 20 per cent will develop ulcers or other gastrointestinal symptoms. Conventional treatments exist but they have their limitations. Inhibitor drugs are typically given for long periods and don't address the infection, while emerging antibiotic resistance is compromising antibiotic therapy.
By contrast to conventional treatment, Pyloran offers a highly promising alternative with no risk of antibiotic resistance, minimising adverse impact on a patient's wellbeing. Anadis has just finished our first human clinical trial of Pyloran - a new gastritis treatment using a specially harvested form of bovine colostrum extract (BCE). Funding from Auslndustry program will help further develop our research.
Anadis intellectual property and experience with H pylori, passive immunity, vaccine manufacture, proteinshielding technology, formulation and manufacturing have inspired further funding from Austridustry. Commonwealth START grants totalling A\$525,203 have been received to assist Anadis in the development of a series of treatments. Work on a candidate vaccine against H pylori's also progressing very well.
Continuing product development involves scientists and technicians based at Melbourne University, the Murdoch Children's Research Institute, the Alfred Hospital, Frei University in Rotterdam, Anadis, own facility, and at TML Discussions are in progress with several pharmaceutical companies in the Asia-Pacific region, who are interested in further research and commercial development and distribution of H pylon products.
A MARTING AND A MARTING AND A MARTING AND A STRONG AND A STRONG AND A STRONG AND A STRONG AND A STRONG AND A S
A 1993 A 2008 AND 2008 A 1993 AND 2008 AND 2009 A 2009 AND 2009 AND 2009 AND 2009 AND 2009 AND 2009 AND 2009 A
Osteoporon
Everyone loses bone calcium as they age. Some faster than others, depending on hormonal and nutritional status. In extreme cases, this loss leads to clinical Osteoporosis where bones become weaker and brittle, easily tracturing and causing deformation of the skeleton.
Currently in Australia, one in two women and one in three men over 50 years of age will suffer a fractured bone due to Osteoporosis. Alarming statistics! Which is why the disease is considered a major public health problem.
Anadis is working on ways to use the body's own resources to treat and prevent Osteoporosis through: an extensive research program. A large-scale clinical trial involving in excess of 100 women at Monastr University (Dandenong Hospital) was completed Q3 2003. Results on Osteoperosis prevention will be released when data analysis is completed. The other clinical trial, which is investigating reversal of Osteoporosis, continues at the Austin Hospital Melbourne, with results scheduled for late 2004.
Bioshielding
Anadis technology for delivering pharmaceutical and other bioactive molecules to the stomach wall and the small intestine is a spin-off from Haylori research. And as the technology develops, it appears to ofter delivery solutions to a wide range of proteins and drugs that are sensitive to digestive acids.
The Australistry grant for A\$250.000 under the Biotech Innovation Fund has facilitated Anadis Tesearch into the effects of bioshielding, and will help take it to a commercial level. The research focuses on demonstrating the ability of bioshielding to protect beneficial bacteria (probiotics) in a range of gut-benefit toods. Probiotics are human friendly bacteria that can be used to 'crowd out' pathogenic nut bacteria and promote the health' of the digestive tract. Currently, they are mainly presented in natural yogurts and fermented drinks.
Results from the research so far are excellent and the technology is developing well. Proof of bioshield's effectiveness in the delivery of high counts of fast growing probiblic bacteria to the small intestine will result in rapid uptake of the technology by the food industry, to enhance the health benefits of existing products.
Tests conducted by Anadis have demonstrated that 90 per cent of probiotics taken orally are killed in the stomach environment within the first 10 minutes. By contrast, bioshielding technology protects the probiotics to the degree that 90 per cent are still alive after one hour of exposure, thereby allowing greater numbers of probloke bacteria into the lower intestine to promote good gut health.
Secrecy Agreements have already been signed with local and overseas companies. Commercial interest to date has been mainly in the delivery of probiotic bacteria via dry food products rather than conventional yoghurt type drinks.
Interest continues from other potential customers regarding possible applications.
ANADIS MANUELINE
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Anadis has obtained accreditation for export into Europe. This is another important step for the company's growth, especially in relation to launching bioshielding technology, hyperimmune and other products.
Accordingly, Anadis continues to hold its certification by state and federal authorities as an A-rated facility for processing quality foods and nutraceuticals.
Accreditation includes.
• AQIS standard for Dairy product and processed food exports
Anadis is registered to produce, store and export dairy products and processed and organic foods from Australia, subject to legislative guidelines.
· European accreditation
Anadis is eligible to export Australian dairy products to the EU, and is listed as an approved company to produce and handle dairy products on behalf of potential independent exporters
• Hazard Analysis and Critical Control Point standard (HACCP)
This is an internationally recognised system, which is becoming the world standard for ensuring safety and quality in the manufacture of food and nutraceuticals
• Principles of Good Manufacturing Practice (GMP)
This endorses that Anadis products are manufactured in clean conditions and free of contaminants.
Additionally, Anadis is actively pursuing a licence from the TGA to produce products in the form of tablets, capsules and other over the counter nutraceuticals.
Control manderlining rituanism on the morning.
Recognition as a high-grade blending and packaging food-grade facility continued over 2002-2003, with an increase in customers, quotations, and enquiries from local and international companies.
Contract manufacturing is on plan within expectations, including additional equipment purchases and more personnel to support this exciting growth phase.
The automation program that commenced in late 2001 is evolving as Anadis grows. And while the fiveyear manufacturing contract with Aussie Bodies remains the most significant and fastest growing, Anadis is confident of additional significant business in the coming year.
To meet this estimated growth, a continued effort to monitor efficiencies and traceability systems has been put in place to meet all regulatory guidelines. Staff and consultants have been hired, and invitations to join associations and industry bodies have been taken up.
Freeze drying operations continue to contribute to health and food industry development by offering contracted pilot scale evaluation of product viability and stability. When our customers complete their research and development. Anadis is then in a good position to gain commercial scale manufacturing rights. Further, other long-term associations are in the process of being established, which will add solid revenue for the medium term.
Development of TACHS will allow Anadis. In conjunction with TMI: to capitalise on the fast growing international interest for colostrum and colostrum based products.
The Anadis management team has established strategic alliances with complementary therapies, sports food, infant formula and female health companies, in Talwan, Japan, China and Korea, with a view to becoming a pre-eminent supplier.
Anadis researchers continue to investigate new products or blends that will incorporate natural extracts. particularly within the fast growing market for health promoting foods.
TERRORISTI
A patent is a written description of a novel concept or idea and is designed to protect its owner from third parties who may be seeking to copy the idea. Writing a patent therefore is analogous to "staking a claim" in the recorder deas.
The process involves,
- · Filing a provisional patent which establishes a priority date for the new idea
- · Filing a complete patent, which describes the new idea in detail and,
- · Entering into correspondence with national and international patent authorities in order to establish the validity of the idea with reference to other published information (prior art).
Anadis has developed a suite of patents, (intellectual property portfolio) to support our immediate and long term commercialisation objectives.
Product related patents include those related to colositum collection, travellers cliarificea, ulcer treatments, enterovirus 11, counter terror products amongst others.
Technology platform patents include those on our bioshielding technology, which protects a wide range of biologically active molecules, from destruction in the harsh stomach acid environment.
An example of a particularly successful provisional patent written recently describes a highly efficient colostrum collection device (TACHS system). This patent is co-owned by Anadis and Tatura Milk industries and provides for.
-
- Individual cow colostum collection
- * Individual cow colostrum quality control
- · Radically reduced collection costs and collection infrastructure costs and.
- · Radically enhanced 'farmer friendliness' of the colostrum collection process.
This patent was the result of interactive collaboration between the staff of Anadis and Tatura Milk industries. It will benefit Anadis by protecting a method which provides better colostral products via cheaper collection costs and by more highly motivated suppliers.
FINANCIAL
1923 - 27 46 F 36 milioni ili ili
(FOR THE YEAR ENDED 30 JUNE 2003)
Your directors present their report on Anadis Limited (Company) for the year ended 30 June 2003.
The names and details of the Directors of the Company in office during the financial year and until the date of this report are.
Philip Molyneux Conor Graham Dr Peter Jenkins Professor Roy Robins-Browne
Roman Zwolenski was appointed a director on 24 September, 2002 and continues in office at the date of this report.
Anadis Limited is an Australian biopharmaceutical company, which specialises in research and development of bovine colostrum derived products for therapeutic use in humans and animals.
Anadis Limited also carries on a manufacturing operation in health foods.
The operating loss of the Company for the year ended 30 June 2003 was \$1,279,584 (2002: \$1,699,112). No dividends were paid or declared during the period.
During the year the Company continued to pursue a comprehensive research and development programme including three human clinical trials. The manufacturing facility has successfully completed its second full year of operations and continues to generate cash flow for the Company.
There are no significant changes to the Company's state of affairs.
Since the reporting date the Company has issued 50,000 22 cent options and 50,000 25 cents options to a consultant in lieu of fees. Both issues expire on 5 June, 2006.
Except for the above, there are no significant events which have occurred since 30 June 2003.
Anadis Limited continues to be principally a research company developing human therapeutics from bovine colostrum. The development of a nutraceuticals business alongside the research programme allows the Company to exploit the research results at an earlier stage than pharmaceutical proof. This business, with the manufacturing facility, is regarded as an important adjunct to the Company's research activities. It will provide an early revenue source which will partly underwrite the balance of the research programme.
Further information on likely developments in the operations of the Company and the expected results of operations have not been included in this report because the Directors believe it could be likely to result in unreasonable prejudice to the Company.
Anadis Limited complies with all State and Local Health standards for the manufacture of dairy based products and is approved as a registered food processing facility (licence number 20379) under the Australian Code of Practice for Dairy Factories, Dairy Food Safety Act (Victoria).
Anadis Limited has also obtained registration as an export establishment for the production of prescribed goods within the Australian Quarantine Inspection Service (AQIS).
dirigiteiks rispert (FOR THE YEAR ENDED 30 JUNE 2003).
| Director | Experience | Special Responsibilities |
Particulars of Director's interest in shares and |
|
|---|---|---|---|---|
| options of Anadis Limited Ordinary shares |
Options | |||
| Philip Molyneux Chairman Non Executive Director B. Ecom. FCA |
Independent Non Executive Chairman for 4 years. Philip is a chartered accountant and was a partner of Ernst & Young He is a director of several listed and unlisted companies as well as not-for-profit organisations. |
Chairman Member of the Audit & Risk Management Committee |
250.000 | O |
| Conor Graham Executive Director |
Managing Director & Chief Executive Officer for 6 years. Conor has an extensive. background in the management of bioscience companies and in the development and marketing of bioscience related products. |
Managing Director & Chief Executive Officer. |
4,098,690 | 1,500,000 |
| Dr. Peter Jenkins Non Executive Director MBBS FRACP |
Independent Non Executive Director for 8 years. Peter is a gastroenterologist with experience in the management of gastromtestinal diseases and the challenges facing biotech companies. |
Chairman of Audit & Risk Management Committee & Member of Scientific Committee |
1.400,000 | 0 |
| Professor Roy Robins-Browne MB, BCh, PHD, FRCPA, FRCPath FASM |
Non Executive Director for 4 years. Roy is Professor of Microbiology & Immunology at University of Melbourne. He is also Head of Microbiological Research, Murdoch Children's Research Institute. |
Chairman of Scientific Committee |
15,000 | a |
| Roman Zwolenski B Sc |
Non Executive Director since 24 September, 2002. Roman is an experienced CEO of an Australian listed biotech company and a senior marketing executive of a major healthcare corporation. He is also a director of several Australian biotech companies. |
Member of the Audit & Risk Management Committee |
o | O. |
- 33
88888
TERRITAN DI MANASIAN MENDELENGKAN DI SEBELAH DI SEBELAH DI SEBELAH DI SEBELAH DI SEBELAH DI SEBELAH DI SEBELA (FOR THE YEAR ENDED 30 JUNE 2003).
The number of Directors meetings (including meetings of committees of Directors) held during the year and the number of meetings attended by each Director were as follows:
| Full meetings | Meeting of | Meeting of committees | ||||||
|---|---|---|---|---|---|---|---|---|
| of directors | non-executive | Audit & Risk | Scientific | |||||
| directors | Management | |||||||
| Philip Motynuex | $12 - 12$ | 20000 | -2 | $2$ and $2$ | $\mathcal{Z}$ | $\mathcal{H}(\mathbb{R})$ | 39. J | |
| Conor Graham | $12 - 12$ | $\mathcal{P}$ | 2. | $\pi x$ | W. | |||
| Dr. Peter Jenkins | $12 - 12$ | -2. | -2 | $\Omega$ | $\Omega$ | O. | -91 | |
| Professor Roy Robins-Browne | $12-$ | -S) | $\mathcal{P}$ | -2 | 38000000 | 19.5 | $\mathbf{C}_1$ | $\Omega$ |
| Roman Zwolenski | -9 | $\Omega$ | 2. | 2 | $\mathbf{a}$ | $\mathbf{G}$ | $\theta$ is | $\pm$ at |
A - Number of meeting held during the time the director held office or was a member of the committee during the year. B - Number of meetings attended
- Not a non-executive director
$=$ Not a member of the relevant committee.
The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors, the chief executive officer and the executive team. The Board of Directors assess the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from retention of a high quality Board and Executive Team. Such officers are given the opportunity to receive the base emolument in a variety of forms including cash and fringe benefits. such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company.
Details of the nature of each element of the emolument of each Director of the Company and each of the additional officers of the Company receiving the highest emoluments are set out in the following tables,
| Name | Directors | Committee | Super- | Options | lotal. |
|---|---|---|---|---|---|
| base fee | fees | annuation | granted | ||
| Æ | æ. | -9. | З. | ||
| Philip Molyneux | 40.000 | 3.600 | 43 600 | ||
| Dr Peter Jenkins | 27.500 | 5.000 | 2925 | 35 425 | |
| Professor Roy Robins-Browne | 27.500 | ് വന | 2.925 | 35.425 | |
| Roman Zwolenski | 20.738 | 1.866. | 22.604 |
During the year or since the end of the year there were no Options granted to Non Executive and Executive Directors under the Anadis Executive Share Plans.
* The Directors have, subject to the approval of shareholders at the 2003 annual general meeting, resolved to issue 250,000 options to Roman Zwolenski to acquire shares in the Company under the Anadis Executive Share Plan No. 1 @ 0.35 each, vesting immediately and expiring 10 December, 2005.
DHRWA (FOR THE YEAR ENDED 30 JUNE 2003). Milliann ann ann an 1976.
Hillingen (Hallen
| Name | Base Salary. |
Options Granted |
Superannuation | Motor Vehicle |
fotal |
|---|---|---|---|---|---|
| $\mathcal{F}$ | Æ | ¢. | \$. | Ŧ | |
| Conor Graham | 127.681 | 78.665. | 28.850 | 235,196 | |
| VA ALEKA GVATITEKTEVA 3 YEZHEN 1972 YEZH |
|||||
| Name | Base | Options | Superannuation | Motor | Total |
| Salary | Granted | Vehicle | |||
| л. | ж. | ж | ۰. | ा |
Fred Mears (Factory Manager) 68.769 14.400 41.790 20,000 144.959 Dr. Grant Rawlin (GM R&D) 111,243 14.400 11.612 20.000 157.455 Steven Skorobogarty 114,144 14.400 12.073 20.000 160.617 (GM Nutraceuticals Division).
* Options Granted. Options were issued to the executives on 31 May, 2002. They are for 4 years with a 2 year vesting period and have been valued using the Black-Scholes method with a volatility of 74%.
As at the date of this report, there were 3,400,000 unissued shares under option as follows:
| Number | Issue Price of Shares | Expiry date |
|---|---|---|
| 1.500.000 | \$0.80 | 14 November 2003 |
| 500.000 | 50.30 | 1 February 2004 |
| 200.000 | \$0,40 | 22 April 2005 |
| 200.000 | \$0.45 | 22 April 2005 |
| 700,000 | \$0.50 | 31 May 2006 |
| 50.000 | 50.35 | 15 August, 2005 |
| 50.000 | \$0.39 | 15 August, 2005 |
| 50.000 | 50.24 | 25 November, 2005 |
| 50.000 | SO 27 | 25 November, 2005 |
| 50.000 | \$0.22 | 5 June 2006 |
| 50.000 | \$0.25 | 5 June, 2006 |
3,400,000
The vesting date for the options expiring on 31 May, 2006 is 31 May, 2004. All other options can be exercised at any time.
The Directors have, subject to the approval of shareholders at the 2003 annual general meeting. resolved to issue 250,000 options to Roman Zwolenski to acquire shares in the Company under the Anadis Executive Share Plan No. 1 @ 0.35 each, vesting immediately and expiring 10 December, 2005. mu
I Romein Stan
(FOR THE YEAR ENDED 30 JUNE 2003)
Willia
During the financial year, the Company has paid premiums in respect of a contract insuring all the Directors of Anadis Limited against costs incurred in defending proceedings for conduct involving breach of duty and contravention of the Corporations Act 2001. Disclosure of the nature of the liability and the amount of the premium is prohibited by the confidentiality clause of the insurance contract. The Directors reimbursed the Company a total of 1% of the premium paid.
In recognising the need for the highest standard of corporate behaviour and accountability, the Directors of Anadis Limited support and have adhered to the principles of Corporate Governance. The Company's corporate governance statement is contained in the additional ASX information section of this annual report. The Company is reviewing its corporate governance statement to ensure compliance with the recently announced Principles and Best Practice.
Signed in accordance with a resolution of the Directors
C GRAHAM Director
Melbourne. 9 September 2003
P MOLYNEUX Director International Property Control
(FOR THE YEAR ENDED 30 JUNE 2003) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
| Note | 2003 | 2002 | |
|---|---|---|---|
| \$ | 濫 | ||
| Revenue from ordinary activities | 2 | 3429.488 | 2.187.150 |
| Raw materials and consumables used | (2.018.555) | (1, 363, 039) | |
| Employee benefits expense | (1,250,612) | (1.008, 500) | |
| Depreciation and amortisation expenses | (162, 381) | (150.516) | |
| Borrowing costs | (974) | ||
| Research and development - external | (961, 905) | (601.889) | |
| Corporate and administrative expenses. | (650.374) | (562, 318) | |
| Profit/ (loss) from ordinary activities | 3 | (1,615,313) | (1.699, 112) |
| before income tax benefit | |||
| Income tax benefit | 4 | 335.729 | |
| Profit/ (loss) from ordinary activities | (1,279,584) | (1,699,112) | |
| after income tax benefit | |||
| Cents | Cents | ||
| Basic earnings per share | 29. | (1, 58) | (2.14) |
| Diluted earnings per share | 29 | (1,58) | (2, 14) |
ITHE ABOVE STATEMENT OF FINANCIAL PERFORMANCE SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES
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$\begin{tabular}{c} $ & $ \left\langle \left\langle \cdot \right\rangle \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \left\langle \cdot \right\rangle \$
| Note | 2003 | 2002 | |
|---|---|---|---|
| \$. | S. | ||
| CURRENT ASSETS | |||
| Cash | 5 | 361,620 | 576,142 |
| Receivables | 6 | 654.093 | 519.737 |
| Investments | 7. | 2.130.000 | 2,600,000 |
| Inventories | 8 | 600.902 | 429,258 |
| Other assets | 9 | 46.605 | 39,498 |
| Total Current Assets | 3,813,420 | 4,364,635 | |
| NON-CURRENT ASSETS | |||
| Plant and equipment | 10 | 1,830,224 | 1 883 143 |
| Intengible assets | 11 | 311,065 | 329.011 |
| Total Non-Current Assets | 2,141,289 | 2.212,154 | |
| tewy They | 171 976 | ||
| CURRENT LIABILITIES | |||
| Accounts payable | 12 | 666.093 | 201.884 |
| Interest bearing liabilities |
13 | 10.195 | |
| Provisions | 14 | 79.953 | 51,958 |
| Other | 15 | 113.828 | |
| Total Current Liabilities | 870.069 | 253.842 | |
| NON-CURRENT LIABILITIES | |||
| Interest bearing liabilities | 13 | 26.974 | |
| Provisions | 14 | 14.303 | |
| Total Non-Current Liabilities | 41,277 | ||
| GERININISMS | |||
| EQUITY | |||
| Share capital | 17 | 12.592.048 | 12.592.048 |
| Accumulated losses | 16 | (7,548,685) | (6,269,101) |
| Total Equity | 5,043,363 | 6.322,947 | |
and and an announced and an announced
.......................................
ITHE ABOVE STATEMENT OF FINANCIAL POSITION SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES)
STATEMENT OF 28SHEDWS - 2008
(FOR THE YEAR ENDED 30 JUNE 2003).
| Note | 2003 Inflow/ (OutFlow) \$ |
2002 inflow/ (OutFlow) £ |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Receipts from customers (inclusive of goods and services tax) | 3 193.836 | 2.089.159 |
| Payments to suppliers and employees (inclusive of goods) | ||
| and services taxi | (4,822,377) | (4, 174, 787) |
| Interest received | 160,101 | 165,875 |
| Grants received | 340,879 | |
| R&D tax refund | 335.729 | |
| Borrowing costs | (914) | |
| Net Cash Flow from Operating Activities 24 |
(772, 806) | (1.919, 753) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of plant and equipment | (91.516) | (94.073) |
| Proceeds from maturing debentures. | 670,000 | 1.736.094 |
| Net Cash Flow from Investing Activities | 578,484 | 1,642,021 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from issue of shares | 546,936 | |
| Net Cash Flow from Financing Activities | 546,938 | |
| Net increase/(decrease) in cash held | (194, 322) | 269,206 |
| Cash at beginning of financial year | 576, 142 | 306.980 |
| Effects of exchange rate on balances of cash | [44] | |
| Cash at end of financial year 23 |
381.820 | 576,142 |
| (THE ABOVE STATEMENT OF FINANCIAL CASH FLOWS SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES) |
ANADIS ARVOS FOR A SUBSEXUAL ANALYSIS
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A Santonia in antigual de la propincia de la propincia de la propincia de la propincia del propincia del pro
(FOR THE YEAR ENDED 30 JUNE 2003).
(a) Basis of Accounting
The financial report is a general purpose financial report which has been prepared in accordance with Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and the Corporations Act 2001.
It is prepared in accordance with the historical cost convention, except for certain assets which, as noted, are at valuation. Unless otherwise stated, the accounting policies adopted are consistent with those of the previous year.
(b) Foreign Currency Translation
Transactions in foreign currencies are converted to Australian dollars at the rates of exchange ruling at the date of each transaction. At balance date, amounts outstanding in foreign currencies are converted to Australian dollars at the rate of exchange ruling at the end of the financial year. All gains and losses are brought to account in determining the profit or loss for the year.
(c) Cash
For the purpose of the Statement of Cash Flows, cash includes cash on hand and in banks, money market investments, bank term deposits readily convertible to cash, net of outstanding bank overdrafts.
(d) Inventories
Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overheads expenditure, the latter being allocated on the basis of normal operating capacity.
(e) Property, plant and equipment
Property, plant and equipment are carried at cost.
Depreciation on plant and equipment is calculated on a diminishing value basis to write off the net cost or revalued amount of each item of plant and equipment (excluding land) over its expected useful life to the Company. Depreciation on buildings is calculated on a straight line basis to write off the net. cost or revalued amount of the property (excluding land) over its expected useful life to the Company.
Estimates of remaining useful lives are made on a regular basis for all assets, with annual reassessments for major items. Profits and losses on disposals of plant and equipment are taken into account in determining the result for the period.
The expected useful lives are as follows:
| Buildings | 50 years |
|---|---|
| Building Improvements | 10 - 40 years |
| Plant & Equipment | 5 - 15 years |
| Computers | $2 - 3$ years |
| Furniture and Fittings | 5 15 years |
(f) Intangible assets
Coochvill
Where a company or operation is acquired, the identifiable net assets acquired are measured at fair value. The excess of the fair value of the cost of acquisition over the fair value of the identifiable net assets acquired, including any liability for restructuring costs, is brought to account as goodwill and amortised on a straight line basis over 20 years, being the period during which the benefits are expected to arise.
an Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Mari
TEACHING THE TEACHERS
(FOR THE YEAR ENDED 30 JUNE 2003).
(a) Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific revenue criteria must be met before revenue is recognised.
| Sale of Goods | Control of the goods has passed to the buyer. | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest | ||||||||||||||
| When the right to receive consideration for the investment has been attained. | ||||||||||||||
| Grant revenue | Recognised on an accrual basis. |
(h) Employee Benefits
The amounts expected to be paid to employees for their pro-rata entitlements to long service and annual leave are accrued annually on the basis of statutory and contractual requirements. The contributions made to superarmuation funds are charged against the profit and loss account.
(i) Earnings Per Share
Basic earnings per share is determined by dividing the operating profit or loss after income tax attributable to members of the Company by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(i) Income Tax
Tax effect accounting procedures are followed whereby the income tax expense in the statement of financial performance is matched with the accounting profit after allowing for permanent differences. The future tax benefit relating to tax losses is not carried forward as an asset unless the benefit is virtually certain of realisation.
Income tax on cumulative timing differences is set aside to the deferred income tax or future income tax benefit accounts at the rates which are expected to apply when those timing differences reverse.
(k) Research & Development
Costs incurred on research and development projects are deferred to future periods to the extent they are expected beyond any reasonable doubt to be recoverable.
(I) Directors' and Executives' Remuneration
Directors' and Executives' remuneration disclosed in the financial statements have been calculated in accordance with UIG Abstract 14 Directors' Remuneration. In particular, remuneration excludes monetary amounts for options granted on the basis that the granting of options does not involve a cost to the Company.
The basis of calculation may differ from the remuneration disclosed in the Directors' Report due to the requirements of ASIC Practice Note 68 to value options granted on the basis of benefits received by Directors and Executives.
(m) Borrowing Costs
Borrowing costs are recognised as an expense in the period in which they are incurred.
ores to the rinancial similarity
(FOR THE YEAR ENDED 30 JUNE 2003).
.....................................
| 2003 | 2002 | |
|---|---|---|
| Revenue from Operating Activities | 1. | |
| Sale of goods | 3.058.560 | 1.981.753 |
| Revenue from Outside Operating Activities | ||
| Interest | 143.677 | 205.441 |
| Government grants | 200.773 | |
| Other grants | 26,278 | |
| Foreign exchange gains - net | 370,928 | (44) 205.397 |
| Total Revenue | 3.429,488 | 2,187,150 |
| 2003 | 2002 | |
| \$ | \$ | |
| Operating profit/(loss) before income tax expense includes the following specific expenses: |
||
| Cost of sales of goods | 2.563.106 | 1.765.489 |
| Amortisation Goodwill | 17,946 | 17,946 |
| Depreciation | 144,435 | 132,569 |
| Borrowing costs expensed Provision for employee entitlements |
974 63.331 |
66.290 |
| Research and development expenditure - total | 1,189,667 | 1,212,542 |
| Rental expense relating to operating leases | 6.680 | |
| The income tax expense for the financial year differs from the amount calculated on the profit/(loss). The differences are reconciled as follows |
||
| Loss from ordinary activities before income tax expense | (1,615,313) | (1.699, 112) |
| Income tax calculated @ 30% | (484, 594) | (509, 734) |
| Tax effect of permanent differences: | ||
| Research and development tax concession Research and development tax refund |
(73.866) (335, 729) |
(70.054) |
| Timing differences and tax losses not brought to account | 551,595 | 572,903 |
| Other items | 6.665 | 6.884 |
| income tax expense/(benefit) attributable | ||
| to operating profit/(loss) | (335, 729) | |
| The future income tax benefit arising from tax losses not brought to account at balance date as a result of |
||
| realisation of the benefit not being virtually certain. | 2,042,166 | 1,851.250 |
Kanadia (Kanadia
,,,,,,,,,,,,,,,,,,,,,,,,,,,,
.............
Kalimana (1991)
This benefit for tax losses will only be obtained if:
(a) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
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(b) the Company continues to comply with the conditions for deductibility imposed by the tax legislation, and
(c) no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses.
$\label{eq:1} \frac{1}{N(\delta^2)^2}\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E}\left[\mathbb{E$
| 2003 | 2002 | |
|---|---|---|
| \$ | \$ | |
| Cash at bank and on hand Short term deposits |
160,713 221.107 |
22,192 553.950 |
| 381,820 | 576,142 | |
| Trade debtors | 630,736 | 460.156 |
| Other debtors | 23,357 | 59,581 |
| 654,093 | 519,737 | |
| Debentures | 2,130,000 | 2,800,000 |
| Raw materials at cost | 239,600 | 131,084 |
| Work in progress - at cost Finished goods - at cost |
361,302 | 9.400 288,774 |
| 600,902 | 429,258 | |
| Prepayments | 46,605 | 39.498 |
| a presentantan makaikatan karangan | ||
| Land | ||
| At cost | 73,647 | 73.647 |
| 73,647 | 73,647 | |
| Buildings | ||
| At cost Accumulated depreciation |
655,155 (33.017) |
655 155 (19.914) |
| 622,138 | 635,241 | |
| Building Improvements | ||
| At cost | 267,412 | 267.412 |
| Accumulated depreciation | (32, 219) | (18.545) |
| 235,193 | 248,867 | |
| Plant and equipment At cost |
954,752 | 876,822 |
| Accumulated depreciation | (181,201) | (88,705) |
| 773.551 | 788,117 | |
| Computer Equipment | ||
| At cost | 55,011 | 44,084 |
| Accumulated depreciation | (33, 181) | (22,718) |
| 21,830 | 21,366 |
GYNSYMMUN SYNS sima kom kata sa matsa
(FOR THE YEAR ENDED 30 JUNE 2003)
gan manufilli
| 2003 | 2002 | |
|---|---|---|
| đ. | 杰 | |
| Furniture & Eitungs | ||
| AL COST | 141.352 | 138.693 |
| Accumulated depredation | (37.487) | (22, 788) |
| 103.865 | 115,905 | |
| fotal cost | 2 147 329 | 2 055 813 |
| Total accumulated depreciation | (311, 105) | (172.670) |
| 1.830.224 | 1,883,143 |
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Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current financial year are set out below.
| Land | Buildings | Building Improvement |
Plant and equipment |
Computer equipment |
Furniture & Fittings |
Total | |
|---|---|---|---|---|---|---|---|
| s, | $\mathcal{L}$ | ÷. | \$ | S | S. | S. | |
| Carrying amount at |
|||||||
| 1 July 2002 | 73.647 | 635 241 | 248.867 | 788.117 | 21.366 | 115.905 | 1.883.143 |
| Additions Disposals |
77.930 | 10.927 | 2.659 | 91516 | |||
| Depreciation expense Carryma |
(13, 103) | [13, 674] | (92.496) | [10.463] | (14, 699) | (144, 435) | |
| amount at 30 June 2003 |
73647 | 622 138 | 235.193 | 773.551 | 21830 | 103.865 | 1.630.224 |
| 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 |
|||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1 MAANA AHAA MAAD OO AHAA MARADOO MAAD MAAD MARKA MARKA MARKA MARKA MARKA MARKA MARKA MARKA MARKA MARKA MARKA |
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| 2003 | 2002 | |
|---|---|---|
| $\mathbf{1}$ | £. | |
| Goodwill | 358,921 | 358,921 |
| Less accumulated amortisation | (47.856) | (29.910) |
| 311,065 | 329.011 | |
| h pay ng kanta ng mga kata | ||
| Trade creditors | 426.611 | 172,619 |
| Sundry creditors and accruals | 239,482 | 29.265 |
| 666,093 | 201.884 | |
| SA SHEKARA TA KATA MATA NA NA MATA | ||
| Current Liabilities | ||
| Hire purchase | 10.195 | |
| Non-Current Liabilities | ||
| Hire purchase | 26.974 |
The hire purchase contract is repayable in monthly installments with a final payment due February. 2005 plus a one off payment of \$20,176
.
Norska (ordinandia) (Sanada) saman (Sanada) (Sanada) (Sanada) (Sanada) (Sanada) (Sanada) (Sanada) (Sanada) (S
(FOR THE YEAR ENDED 30 JUNE 2003)
| 2003 | 2002 | |
|---|---|---|
| Current Liabilities | \$ | ÷. |
| Employee entitlements | 79.953 | 51.958 |
| Non-Current Liabilities | ||
| Employee entitlements | 14.303 | |
| Employee Numbers | ||
| Number of employees at reporting date | 13 | 10 |
| Current Liabilities | ||
| Income received in advance | 113.828 | |
| Mister in the Re | ||
| Accumulated losses at the beginning of the financial year | (6, 269, 101) | (4.569.989) |
| Net (loss)/ profit attributable to the members of Anadis | (1,279,584) | (1.699.112) |
| Accumulated (losses) at the end of the financial year | (7,548,685) | (6,269,101) |
| Issued and Paid Up Capital | ||
| 81.163.403 (2002: 81.163.403) ordinary shares fully paid. | 12.592.048 | 12,592,048 |
| Movements in Share Capital |
| wovements in Share Capital | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Date | Details | Number of | Issue | 5 |
|---|---|---|---|---|
| Shares | Price | |||
| 1/07/2001 | Balance | 77.563.408 | 12.045.110. | |
| 31/10/2001 | Share Issue | 703.125 | 30.11 | 77.344 |
| 19/12/2001 | Share Issue | 703.125 | \$0.32 | 225,000 |
| 20/12/2001 | Share Issue | 675.000 | \$0.11 | 74.250. |
| 28/12/2001 | Share Issue | 262.393 | \$011 | 28.863 |
| 21/01/2002 | Share Issue | 65.625 | \$0.16 | 10.500. |
| 06/02/2002 | Share Issue | 750.000 | \$0.11 | 82.500 |
| 12/02/2002 | Share issue | 440.732 | \$011 | 48.481 |
| 30/06/2002 | Balance | 81 163.403 | 12.592.048 | |
| 30/06/2003 | Balance | 81.163.403 | 12.592.048 |
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e i stato ne también de la manda de la partid (FOR THE YEAR ENDED 30 JUNE 2003).
Share Options
Unissued ordinary shares under option at balance date:
| Number | Issue Price of Shares | Expiry date |
|---|---|---|
| 1500000 | \$0.80 | 14 November 2003 |
| 500.000 | -50.30 | 1 February 2004 |
| 200.000 | \$0.40 | 22 April 2005 |
| 200.000 | \$0.45 | 22 April 2005 |
| 700.000 | \$0.50 | 31 May 2006 |
| 50.000 | 50.35 | 15 August, 2005 |
| 50.000 | \$0.39 | 15 August, 2005 |
| 50.000 | \$0.24 | 25 November 2005 |
| 50.000 | \$0.27 | 25 November, 2005. |
| 3.300.000 |
Movement in Share Options During the Year
100,000 options were granted on 15 August 2002 pursuant to an agreement with Oatlie Properties Pty. Ltd. under which it is providing professional services to the Company. Each option is convertible to one ordinary share at any time on or before 15 August, 2005 at a fixed price of \$0.35 for 50,000 and \$0.39 for the remaining 50,000.
100,000 options were granted on 25 November 2002 pursuant to an agreement with Oatlie Properties Pty. Ltd. under which it is providing professional services to the Company. Each option is convertible to one ordinary share at any time on or before 25 November, 2005 at a fixed price of \$0.24 for 50,000 and \$0.27 for the remaining 50,000.
1,850,000 options at a fixed price of \$0.80 expired on 8 February, 2003.
The Directors have, subject to the approval of shareholders at the 2003 annual general meeting, resolved to issue 250,000 options to Mr. Zwolenski, a director, to acquire shares in the Company under the Anadis Executive Share Plan No. 1 @ 0.35 each, vesting immediately and expiring 10 December 2005.
Refer to Note 31 for options issued since reporting date.
income paid or payable, or otherwise made available, in respect of the financial year, to all directors of Anadis Limited, directly or indirectly, from the Company. or any related party.
E PROVE CHARLES IN MARIE DE L'ANGELIA DE L'ANGELIA
(FOR THE YEAR ENDED 30 JUNE 2003)
| The number of Directors of Anadis Limited whose | Numbers | Numbers | ||
|---|---|---|---|---|
| Remuneration was within the specified bands is as follows: | ||||
| \$20.000 | łО | \$29,999 | ||
| \$30,000 | m | \$39.999 | 2 | |
| \$40,000 | to. | \$49,999 | 4. | |
| \$150,000 | ŦО | \$159.999. | $\mathbf{1}$ | |
| \$220,000 | 10. | \$229.999 | $\mathbf{I}$ |
\$239.999
SUMMONOMONIA (UNITER
Options are granted to Executive Directors under the Anadis Executive Share Plan. Details of options granted to and exercised by Directors during the year ended 30 June 2003 are set out below.
$101$
\$230,000
| Granted | Exercised/ Outstanding |
|---|---|
| Expired | |
| Number of options | 850.000 |
| 2003 | 1.500.000 |
| 2002. | 703.125 2.350.000 |
The Directors have, subject to the approval of shareholders at the 2003 annual general meeting, resolved to issue 250,000 options to Mr. Zwolenski, a Director, to acquire shares in the Company under the Anadis Executive Share Plan No. 1 @ 0.35 each, vesting immediately and expiring 10 December, 2005.
| 2003 | 2002 | ||||
|---|---|---|---|---|---|
| \$ | S. | ||||
| Remuneration received, or due and receivable, from Anadis. | |||||
| Limited and any related party by Executive Officers (including | |||||
| Directors) whose remuneration was at least \$100,000. | 655.027 | 765.113 | |||
| The number of executives of Anadis Limited whose | |||||
| Remuneration was within the specified bands is as follows. | Numbers | Numbers | |||
| \$110,000 | 10. | \$119,999 | $\ddot{\phantom{1}}$ | ||
| \$130,000 | to | \$139.999 | 1 | 2. | |
| \$140,000 | to | \$149.999 | 2 | 'n. | |
| \$150,000 | to. | \$159.999 | or. | 1 | |
| \$220,000 | to. | \$229.999 | 4. | ||
| \$230,000 | to | \$239.999 | 1 | ||
Options are granted to Executives under the Anadis Limited Employee Share Option Plan. Details of options granted to and exercised by Executives (including Executive Directors) [2001] [2001] during the year ended 30 June 2003 are set out below: https://www.com/
W KOZUTEM KRZYWISTYCH W STANIE
(FOR THE YEAR ENDED 30 JUNE 2003).
| Granted Exercised/ Outstanding | ||||
|---|---|---|---|---|
| Expired | ||||
| Number of options | -2003 - | 2.100.000 | ||
| 2002 600.000 | ||||
| -2.100.000 | ||||
All employees are entitled to various levels of benefits on retirement, disability or death. The superannuation plans are accumulation plans. The Company contributes a percentage of the Directors fees and salaries of employees to the superannuation plans.
Directors The Directors of the Company during the financial year were:
Philip Molvneux Conor Graham Dr Peter Tenkins Professor Roy Robins-Browne Roman Zwolenski (Appointed 24 September, 2002)
Remuneration received or receivable by the Directors of the Company is disclosed in Note 18.
Transactions with Directors and their Director related companies are as follows:
In the 1999/00 year, the Company agreed to pay a royalty to Mr Conor Graham on all worldwide sales of the antibody tablet manufactured by the Company or any licence of the Company and incorporating the invention described as "pharmaceutical composition containing antibodies" and the subject of Australian patent application number PM1313. The royalty is set at one and a half percent (1.5%) of the wholesale price received by the Company for the product. In the event the Company sells its manufacturing and marketing rights on the basis of receiving one up front payment the only royalty payable is set at 1.5% of the amount received by the Company for those rights. To date, there have been no payments.
Mr. Zwolenski is a director of and shareholder in Sequence Capital Group Pty. Ltd. ('Sequence'). Sequence provides corporate and marketing services.
Since Mr. Zwolenski's appointment to the board on 24 September, 2002, the Company has paid Sequence \$15,400 for services rendered prior to his appointment and \$15,400 for services rendered after his appointment. Prior to his appointment the Company issued 400,000 options to Sequence.
Share and share option transactions with Directors and their Director related entities The aggregate number of shares and share options held by the Directors of the Company and their Director related entities at balance date were:
| Class of share or option - 2002. 6.236.190 6.236.190 Ordinary shares |
|
|---|---|
| Options over ordinary shares $1.590.000$ $2.350.000$ |
|
no esta continui na nella statistica di s
(FOR THE YEAR ENDED 30 JUNE 2003)
mm
Anadis Limited depends for a significant volume of revenue on Aussie Bodies Pty Ltd. During the year ended 30 June 2003, approximately 89% (2002 - 95%) of the Company's revenue from sale of goods was sourced from this customer. The Company has a five year contract with Aussie Bodies Pty Ltd to manufacture milk based products, this commenced in April 2001.
| WAA MAXAY CHAALAHAD KOO | ||
|---|---|---|
| 2003 | 2002 | |
| - S. | S. | |
| Cash | 160.713 | 22.192 |
| Short term deposits | 221 107 | 553.950 |
| Balance per statement of cash flows | 381,820 | 576.142 |
ewner het die staan die programme van
| 2003 | 2092 | |
|---|---|---|
| \$ | £. | |
| Operating loss after income tax | (1.279.584) | (1.699.112) |
| Adjustments: | ||
| Depreciation and amortisation | 162.381 | 150.516 |
| Foreign exchange gain. | æ | 44 |
| Change in Assets & Liabilities: | ||
| Decrease/fincrease) in inventories | (171.644) | (114, 466) |
| Decrease/(Increase) in debtors and prepayments. | (141, 463) | (154,297) |
| (Decrease)/Increase in accounts payable | 464.209 | (38.915) |
| (Decrease)/Increase in other liabilities | 113.828 | (52, 307) |
| (Decrease)/Increase in borrowings | 37.169 | $\sim$ |
| (Decrease)/Increase in employee benefits | 42,298 | (11.216) |
| Net cash used by operating activities | (112, 806) | (1.919, 753) |
During the year the auditor earned the following remuneration:
| 2003 | 2002 | |
|---|---|---|
| ٦. | Æ. | |
| PricewaterhouseCoopers | ||
| audit or review of the financial reports. | 47.000 | 39.500 |
| - other audit-related work | 3.000 | |
| taxation | 8.000 | 16.300 |
| advisory services | 1.500 | |
| 55,000 | 60.300. | |
(ortzako hari zirkiden eta ezkenduaren
(FOR THE YEAR ENDED 30 JUNE 2003).
Business Segment:
The Company conducts Research & Development activities and manufactures health foods.
ana ang kalendari
,,,,,,,,,,,,,,,,,,,,,,,,, an an an ainm
Geographical Segment:
The Company operates within Australia.
| 2003. | Manufacturing | t Research & |
Unallocated | £ Total |
|---|---|---|---|---|
| Operating revenue Other revenue Interest revenue |
3.058.560 | Development 227.051 |
W. 143,877 |
3.058,560 227.051 143,877 |
| Total segment revenue | 3,058,560 | 227,051 | 143,877 | 3,429,488 |
| Segment result | 537,966 | (1, 189, 667) | (963, 612) | (1,615,313) |
| Segment assets | 2.827,204 | 420,028 | 2,707,477 | 5,954,709 |
| Segment liabilities | 366,142 | 416,858 | 128,346 | 911,346 |
| Depreciation & amortisation expense | 91.742 | 45.477 | 25.162 | 162,381 |
| Other non-cash expense | 21,034 | 21,034 | ||
| Acquisition of non-current segment assets |
35.486 | 42,444 | 13,586 | 91,516 |
| 2002 | \$ Manufacturing |
Ť. Research & |
S Unallocated |
\$ Total |
| Development | ||||
| Operating revenue Other revenue |
1.981.753 | ÷, S. Ä, |
[44] | 1.981.753 [44] |
| interest revenue Total segment revenue |
1,981,753 | ÷, | 205.441 205,397 |
205.441 2.187.150 |
| Segment result | 246,758 | (1,212,542) | (733, 328) | (1.699.112) |
| Segment assets | 2,600,817 | 423,061 | 3,552,911 | 6.576.789 |
| Segment liabilities | 157,988 | 11,723 | 84,131 | 253,842 |
| Depreciation & amortisation expense | 81,297 | 30.494 | 38,725 | 150,516 |
| Other non-cash expense Acquisition of non-current |
WWW.WWW.WWW.WWW.WWW.WWW.WWW.WWW.WWW.WW | (11,216) | (11,216) |
, agamay ang mga ma rtin 2
(FOR THE YEAR ENDED 30 JUNE 2003).
RAMPIO
Operating Leases
Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows.
ama
| Within one year | 6.880 | |
|---|---|---|
| Later than one year but not later than 5 years Lease commitments not recognised in the financial statements |
6.880 | |
| CHRISTIAN CHANGER (FRISH | 2003 s |
2002 |
| The Company has entered into agreements with certain research organisations for ongoing research. Under these agreements the Company is committed to providing funds over future periods as follows: |
S | |
| Payable within one year Payable within 13-24 months Payable within 25-36 months Research commitments not recognised |
140,380 10,250 |
329.820 259,212 94.500 |
| in the financial statements | 150.630 | 683.532 |
| Maharan Mersettal | ||
| 2003 Cents |
2002 Cents |
|
| Basic earnings per share Diluted earnings per share |
(1.58) (1.58) |
(2.14) (2, 14) |
| 2003 Number |
2002 Mumber |
|
| Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as |
||
| the denominator in calculating basic earnings per share | 81, 163, 403 | 79.373.972 |
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share |
81 163,403 | 79.373.972 |
Reconciliation of earnings used in calculating earnings per share
The numerator used in calculation of both Basic EPS and Diluted EPS is a loss of \$1,279,584 and there are no reconciling items to the loss from ordinary activities before income tax expense.
Options
Options that have been granted are considered to be potential ordinary shares, however their conversion to ordinary shares does not increase the loss per share, as such the options are not dilutive and have not been included in the determination of diluted earnings per share. The options have not been included in the determination of basic earnings per share. Details of options are set out in Note 17.
ggmmm
manang
NORTES COMERCIANA NELL'ESPRIEMENTE DI CONTRA ELECTRICITÀ ELECTRICITÀ ELECTRICITÀ ELECTRICITÀ ELECTRICITÀ ELECT
(FOR THE YEAR ENDED 30 JUNE 2003).
SAN MANASARIA
(a) Credit Risk Exposures
The credit risk on financial assets of the Company which have been recognised on the balance sheet. is generally the carrying amount, net of any provision for doubtful debts.
(b) Interest Rate Risk Exposures
The Company is exposed to interest rate risk through primary financial assets and liabilities. The following tables summarise interest rate risk for the Company, together with effective interest rates as at balance date.
| 2003 | Note | Fixed Interest Maturing in: | ||||
|---|---|---|---|---|---|---|
| Floating Interest Rate |
1 Year or Less |
5 Years | Over 1 to Mon Interest Bearing |
Total | ||
| $\ddagger$ | Š | $\mathbf{f}_1$ | Ś. | $\mathbb{S}$ | ||
| Financial Assets | ||||||
| Cash | 5. | 160.713 | 221.107 | 381 820 | ||
| Receivables | 6. | 630.736 | 630,736 | |||
| Other debtors | 6 | h. | 23.357 | 23.357 | ||
| Debentures | Ħ. | 2.130.000 | ä, | 2.130.000 | ||
| 160,713 | 2.351.107 | 654.093 | 3.165.913 | |||
| Weighted average interest rate % | 2.80 | 4.66 | ||||
| Financial Liabilities | ||||||
| Accounts payable | 12. | 666.093 | 666.093 | |||
| Interest bearing liabilities | ាន | 10.195 | 26.974 | 37.169 | ||
| Other | 15 | 113.828 | 113,828 | |||
| × | 10.195 | 26.974 | 779,921 | 817,090 | ||
| Net financial assets (liabilities) | 160,713 | 2.340.912 | (26.974) | (125, 828) | 2,348,823 | |
| Weighted average interest rate % | 6.88 | 6.88 |
,,,,,,,,,,,,,,, ,,,,,,,,,,,
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
(FOR THE YEAR ENDED 30 JUNE 2003)
atang pangang pangkalang pangang pang
| 2002 | Note | Fixed interest maturing in: | |||||
|---|---|---|---|---|---|---|---|
| Floating Interest Rate |
1 Year or Less. |
Over $110$ 5 Years |
Non Interest Bearing |
Total | |||
| $\mathbf{S}$ | Ś. | \$ | S | $\mathbf{f}$ | |||
| Financial Assets | |||||||
| Cash | 5 | 22.192 | 553.950 | $\omega$ | 576.142 | ||
| Receivables | 6 | 460,156 | 460.156 | ||||
| Other debtors | $\ddot{\mathbf{6}}$ | s. | ж | 59,581 | 59.581 | ||
| Debentures | 7 | 2.600.000 | у. | 2,800,000 | |||
| 22,192 | 3.353,950 | 519,737 | 3.895.879 | ||||
| Weighted average interest rate % | 2.10 | 5.10 | |||||
| Financial Liabilities | |||||||
| Accounts payable | -12 | 201.884 | 201.884 | ||||
| Interest bearing liabilities | 13. | 'n. | |||||
| Other | 15 | ||||||
| 201.884 | 201.884 | ||||||
| Net financial assets (liabilities) | 22,192 | 3.353.950 | 317,853 | 3,693,995 |
(c) Net Fair Values
The financial assets and liabilities as shown above are disclosed at their aggregate net fair values. With respect to assets, net fair values are determined using the cost to the Company to acquire the asset. Net fair values for liabilities are determined by reference to the value of the liability when incurred
Since the reporting date the Company has issued 50,000 22 cent options and 50,000 25 cents options to a consultant in lieu of fees. Both issues expire 5 June, 2006.
www.
E SAN BATAN DA SAN BATA 78378
(FOR THE YEAR ENDED 30 JUNE 2003)
The Directors declare that the financial statements and notes set out on pages 27 to 43.
- (a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
- (b) give a true and fair view of the Company's financial position as at 30 June 2003 and of its performance, as represented by the results of its operations and its cash flows, for the financial year ended on that date.
In the Directors' opinion:
- (a) the financial statements and notes are in accordance with the Corporations Act 2001, and
- (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Directors.
mm
C Graham Director
Melbourne 9 September 2003
60.
P Molyneux Director
PRICEWATERHOUSE COPERS & omben biskning i binne skr
Audit opinion
In our opinion, the financial report of Anadis Limited:
- gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of Anadis Limited as at 30 June 2003, and of its performance for the year ended on that date, and
- is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Requistions 2001
This opinion must be read in conjunction with the rest of our audit report.
Scope
The Financial Report and Directors' Responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for Anadis Limited (the company), for the year ended 30 June 2003.
The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.
Audit Approach
We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot quarantee that all material misstatements have been detected.
We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's financial position, and its performance as represented by the results of its operations and cash flows.
We formed our audit opinion on the basis of these procedures, which included.
- examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
- assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.
When this audit report is included in an Annual Report, our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
Pricinsatupunadogans
PricewaterhouseCoopers
SC Bannatyne Partner
Melbourne 9 September 2003
ADE HONAL ASY INSERMANTON TELEVISION
(FOR THE YEAR ENDED 30 JUNE 2003).
Additional information required by the Australian Stock Exchange not shown elsewhere in this report is as follows. The information was applicable at 29 August 2003
a) Statement of Shareholdings
Analysis of numbers of equity security holders by size of holding
| Ordinary shares | ||
|---|---|---|
| Shares | Options | |
| 4 1.000 | 82 | |
| 1.001 5.000 | 514 | |
| 5.001 - 10.000 | 435 | |
| 10.001 100.000 | 883 | З |
| 100.001 and over | -106 | 5. |
| 2.020 | 8 | |
MANAGER AND STATE OF THE AUTOMOTIVE OF THE AUTOMOTIVE OF THE AUTOMOTIVE OF THE AUTOMOTIVE OF THE AU
b) Equity Security Holders Security
Twenty largest quoted equity security holders The names of the twenty largest holders of quoted equity securities are listed below:
| Ordinary Shares | ||
|---|---|---|
| Number Held | Percentage | |
| of Issued | ||
| Shares | ||
| Paracroft Pty. Ltd. | 9.186.051 | 11.32 |
| Equity Trustees Limited | 2,283,087 | 2.81 |
| Mr. Peter James Jenkins | 1.400.000 | 1.12 |
| Kobyboyn Pty. Limited | 1.237.500 | 1.52 |
| Mr. Simon Salka | 1,170,716 | 1.44 |
| Pepella Pty Ltd. | 1,153,163 | 1.42 |
| Commonwealth Custodial Services Limited | 1.023.000 | 1.26 |
| Lion Capital Pty, Ltd. | 1,000,000 | 1.23 |
| Tartan Pines Pty Ltd | 1,000,000 | 1.23 |
| Drill Investments Pty. Ltd. | 932.000 | 1.15 |
| Mr. Colin Burton Chapman | 764.409 | 0.97 |
| Keygrowth Trading Pty Ltd. | 769.825 | 0.95 |
| First Guardian Capital Pty. Limited | 756.767 | 0.93 |
| Ginga Pty, Ltd. | 710.802 | 0.88 |
| Mr. Richard Milson Darson | 676.875 | 0.83 |
| Mr. SC Driver & Mrs. JL Driver | 662.000 | 0.62 |
| Lander Custodians Pty. Ltd. | 644.277 | 0.79 |
| Mr. Peter Munro McLennan | 625,000 | 0.77 |
| KPL Limited | 554.253 | 0.68 |
| Vivien Bakonyi Nominees Pty. Ltd. | 507.812 | 0.63 |
| 27,077,539 | 33.35 |
ATELIT NA HASA W
(FOR THE YEAR ENDED 30 JUNE 2003)
c) Voting Rights
All ordinary shares carry one vote per share without restriction.
| d) Unquoted Equity Securities | |||
|---|---|---|---|
| Number on issue | |||
| Number of holders | |||
| Options issued to take up ordinary shares | 3.400.000 | ||
*Number of unissued ordinary shares under the options.
Holders of 20% or more of unquoted equity securities in the Company are set out below:
| Number held | Percentage | |
|---|---|---|
| Options issued to take up ordinary shares Mr Conor Graham |
1,500,000 | 44.12 |
| el Substantial Holders Substantial holders in the Company are set out below: |
||
| Number held William | Percentage | |
| Ordinary Shares Anadis Investor Group Committee Committee Committee Committee Mr Conor Graham |
11.095.121 4.096.690 |
13.67 5.05 |
| na wakazi wa 1992 ya Kingdom na matu wa 1992. Matukio |
$\Lambda$ ( ) |
an ya mwakati wa Ta
The Board of Anadis Limited is accountable to the shareholders for the performance of the Company. To this end, the Board is concerned that the funds entrusted to the Company are properly maintained and expended in a manner consistent with the underlying objectives of the activities of the Company. The Company is reviewing its corporate governance statement to ensure compliance with the recently announced Principles and Best Practice.
Board Composition
The Board currently comprises 5 Directors.
- A majority of the Directors are non-executive.
- The chairman is non-executive.
- The Board shall meet at least monthly with relevant papers provided sufficiently in advance. of the meetings to facilitate frank discussion.
- The Board should include a range of expertise in qualifications and experience particularly balancing the research with the fiscal backgrounds.
- The Board will establish sub-committees where appropriate but acknowledge that the total group is ultimately responsible for the affairs of the Company.
Research Committee
The Board has established a research sub-committee to oversee the research activities of the Company. Members are: Professor Roy Robins-Browne (Chairman, non-executive)
Dr Peter Jenkins (non-executive)
Audit & Risk Committee
The Board has established an audit and risk committee.
The primary objective of the committee is to assist the board of directors in fulfilling its oversight responsibilities and, in particular, its corporate governance commitments. The committee will:
- Determine the adequacy of the company's administrative, operating and accounting controls, and policies including:
- a) Systems of internal control and management of risk, and
- b) The company's process for monitoring compliance with laws and requlations and its own code of business conduct:
- Oversee and appraise the quality of the audits conducted by the company's external auditors:
- Maintain, by scheduling regular meetings, open lines of communications among the board, management and the external advisors to exchange views and information, as well as confirm their respective authority and responsibilities; and
- Serve as an objective party to review the financial and risk management information. presented by management to the board, shareholders and other stakeholders.
Members of the audit committee comprise:
- Dr. Peter Jenkins (Chairman, independent non-executive).
- Mr Philip Molyneux (independent, non-executive)
- Mr Roman Zwolenski (non-executive)
Nomination and Remuneration
There is no separate nomination committee as the Board currently believes that such matters can be effectively dealt with by the total Board. The Board reviews its own composition on a reqular basis to ensure the necessary mix of executive/ non-executive and skills is maintained. It seeks advice from independent experts on remuneration levels for executives and non-executives annually.
Directors Shareholdings
It is not a requirement that each Board member must hold shares in the Company. As the Company is engaged in research activities and sensitive Company information may be in the possession of the Company personnel at any time, there is a general prohibition on buying and selling at any time if personnel are awareof any price sensitive information that has not yet been made public or where the dealing is for short-term or speculative gain. Specifically, it is Company policy that directors and senior executives may only buy and sell shares in the Company, unless there are unusual circumstances, in the one month periods following annual and half yearly profit announcements and the period after the despatch of the annual report made to shareholders through to one month after the annual general meeting.
Independent Professional Advice
All Directors may obtain, at Company expense, independent professional advice to assist them in discharging their duties as Directors. Any advice obtained should be made available to all Directors.
Ethics
The Company has adopted the Australian National Health and Medical Research Council quidelines on ethical research practices.
COMPANY PARTICULARS
| Directors | Mr Philip Molyneux Chairman |
|---|---|
| Mr Conor Graham Managing Director and CEO |
|
| Dr Peter Jenkins | |
| Professor Roy Robins-Browne | |
| Mr Roman Zwolenski (Appointed 24 September, 2002). |
|
| Company Secretary | Mr David Woods |
| Principal registered office in Australia | 4 Capital Link Drive Campbellfield Victoria 3061 Telephone (61) 3 9358 6388 Facsimile (61) 3 9358 6399 www.anadis.com.au |
| Share register | Computershare Registry Services Pty Ltd Level 12, 565 Bourke Street Melbourne Victoria 3000 Telephone (61) 3 9235 5500 |
| Auditor | PricewaterhouseCoopers 333 Collins Street Melbourne Victoria 3000 |
| Solicitors | Lander & Rogers Lawyers Level 12, 600 Bourke Street Melbourne Victoria 3000 |
| Bankers | Australia and New Zealand Banking Group Limited 222 Exhibition Street Melbourne Victoria 3000 |
| Stock Exchange Listing | Anadis Limited shares are listed on the Australian Stock Exchange |
W 32 Sin T