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LARK DISTILLING CO. LTD — Annual Report 2006
Sep 28, 2006
65265_rns_2006-09-28_0d64cc8f-323e-4109-a177-8a6fab38c2aa.pdf
Annual Report
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MONTEC INTERNATIONAL LIMITED
ACN 104 600 544
AND CONTROLLED ENTITIES
FINANCIAL REPORT
FOR THE YEAR ENDED 30 JUNE 2006
FINANCIAL REPORT
FOR THE YEAR ENDED 30 JUNE 2006
CONTENTS
| Directors' Report | 1 |
|---|---|
| Income Statement | 13 |
| Balance Sheet | 14 |
| Statement of Changes in Equity | 15 |
| Cash Flow Statement | 16 |
| Notes to the Financial Statements | 17 |
| Directors' Declaration | 59 |
| Auditor's Independence Declaration | 60 |
| Independent Audit Report | 61 |
DIRECTORS' REPORT
Your directors present their report on the Company and its controlled entities for the financial year ended 30 June 2006.
Directors
The names of directors in office at any time during or since the end of the year are: Terry Cuthbertson Malcolm Campbell (resigned 28 July 2006) Peter Herd Xuedin Du Lin Yuansheng Roger McGrath (alternate for Mr Lin Yuansheng, appointed 19 July 2006)
The term of office for each director is three years from the date of appointment, at which time they may offer themselves for re-election. Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
Principal Activities
The principal activity of the economic entity during the financial year was the marketing and licensing of monounsaturated dairy technology.
There was no significant change in the nature of the economic entity's principal activity during the financial year.
Operating Results
The consolidated loss of the economic entity after providing for income tax and eliminating minority interests amounted to \$5,253,706 (2005: \$4,458,940 after restatement under A-IFRS).
Dividends Paid or Recommended
No interim dividend was declared or paid during the current financial year. The directors are recommending that no final dividend be paid in respect of the vear ended 30 June 2006.
Review of Operations
The financial year ended 30 June 2006 has been one of significant challenge and less visible results. The Company had been set for a full scale roll out its monounsaturated dairy technology through Shanghai and Beijing in the form of dairypure branded milk products during December 2005. This did not happen as there was a change in food standards in China that required a re-engineering of the Company's monounsaturated technology to ensure compliance with this new standard. This compliance was subsequently achieved through valuable support from Beijing Sanyuan Foods, our processing partner in China.
Further delays were then encountered by the Montec team in China emanating from a conflux of factors including protracted efforts to secure distribution arrangements that required store entry being contracted. These most recent issues causing the delay are thought to have been resolved. With these matters addressed the Company is confident of distribution execution over the next six months subject to no unforeseen issues eventuating, and sufficient capital being available.
DIRECTORS' REPORT (CONTINUED)
Review of Operations (continued)
The Company has made some progress on new technology development in addition to the modifications to existing technology mentioned above. During June 2006, Montec submitted an application for patent protection for monounsaturated ice-cream. The Company plans to develop a range of commercial opportunities from this technology development. A range of commercial opportunities continue to be pursued in certain of the Asia Pacific countries which will, if successful, result in further licensing arrangements being contracted.
From a financial perspective the year ended 30 June 2006 has been characterised as a period of further development where expenditure has been incurred with an expectation of future revenues being earnt.
Significant Changes in State of Affairs
There was no significant change in the state of affairs of the economic entity during the financial year.
After Balance Date Events
Other than matters raised in Note 30 and the point noted below there are no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial vears.
On 28th July 2006 the Managing Director, Mr Malcolm Campbell ceased employment with the company by way of mutual agreement. Mr Peter Herd, a non-executive director of the company has assumed the position of Managing Director on a temporary basis until a suitable replacement can be found.
Future Developments
The likely developments in the operations of the economic entity and the expected results of those operations in future financial vears are to be:
- The recognition of royalties following the sale of commercial quantities of monounsaturated dairy emanating from commercial arrangements that have been established by Montec to date. This activity is expected to be in a range of locations through China, including Beijing and Shanghai, and across a range of monounsaturated dairy products; and
- The commercialising of Montec's proprietary technology with appropriate customers in a number of Asia Pacific countries.
These initiatives will require further capital to be made available to the Company, as highlighted in note 1a.
Environmental Issues
The economic entity's operations are not subject to significant environmental regulation under a law of China, or of the Commonwealth or of a state or territory of Australia.
Adoption of Australian Equivalents to IFRS
As a result of the introduction of Australian equivalents to International Financial Reporting Standards (AIFRS), the Company's financial report has been prepared in accordance with those standards. A reconciliation of adjustments arising on the transition to AIFRS is included in Note 2 to this report.
Information on Directors
| Terry Cuthbertson | - Director (Non-executive); Appointed Non-Executive Chairman from July 2004 |
|---|---|
| Qualifications | - B. Bus, ACA |
| Experience | -Non-Executive Chairman of Austpac Resources N.L., Open Telecommunication Limited and My Net Fone Limited, previously a Partner of KPMG and Director of KPMG Corporate Finance and NSW Partner in Charge of Mergers and Acquisitions, Group Finance Director of Tech Pacific Holding Limited, Director for Tech Pacific Holding Limited's businesses in Malaysia, Hong Kong, Singapore, India, Philippines, Indonesia and Thailand. |
| Interest in Shares and Options - 10,000 ordinary shares of Montec International Limited | |
| Special Responsibilities | - Mr Cuthbertson is the Company's Chairman and member of both the Audit Committee and Nomination and Remuneration Committee |
| Listed Entity Directorships | - Mr Cuthbertson is Chairman of Austpac Resources N.L, SZ Net Limited and My Net Fone Limited. |
| Malcolm Campbell | — Managing Director (resigned 28 July 2006) |
| Qualifications | -B. Comm, MAICD |
| Experience | - Managing Director of Montec International Limited from May 2003 to July 2006. Previous roles have included General Manager with Woolworths and Chief Business Analyst with Provest Limited. Malcolm Campbell's former directorships include Integrated Marketing and Business Services Pty Limited, Workforce Technologies Limited and Australian Healthy Dairy Corporation Pty Limited. |
| Interest in Shares and Options - 12,600,000 ordinary shares of Montec International Limited. | |
| Special Responsibilities | - Mr Campbell as Chief Executive Officer had overall management responsibility for Company operations and performance. Mr Campbell also held the position and responsibility of Chief and Legal Representative of Montec International Limited within the People's Republic of China. |
| Listed Entity Directorships | $-$ None |
| Peter Herd | - Director (Non-executive) and Temporary Managing Director from 28 July 2006. |
| Qualifications | — B. Ec (hons), FAICD |
| Experience | - Previously General Manager of Dairy Farmers' Milk and Beverage Division, previously Regional Director of Australasia for Coca-Cola South Pacific, Division President for Coca-Cola Far East in the Philippines and Country Manager for Hong Kong, Taiwan and Indonesia |
| Interest in Shares and Options - 10,000 ordinary shares of Montec International Limited directly, and an additional 4,460 Montec International Limited shares held indirectly. |
|
| Special Responsibilities | - Mr Herd was Chairman of both the Audit Committee and the Nomination and Remuneration Committee until 28 July 2006, at which time these responsibilities were reassigned in view of his executive role. |
| Listed Entity Directorships | - None |
Information on Directors (continued)
| Xueqin Du | -Executive Director (Product Development) |
|---|---|
| Qualifications | - Bachelor of Medicine from Harbin University of China, International Master's degree in food and nutrition planning from the University of the Philippines and a PhD degree through the Department of Food Science and Technology from the University of New South Wales. |
| Experience | -Vice Director of the Beijing Institute of Food Hygiene Inspection and Examination, Professional and Administrative Official of the Department of Nutrition and Food Hygiene within the Ministry of Public Health China and Research Fellow with the University of Sydney. |
| Interest in Shares and Options | -10,000 ordinary shares and 800,000 options over ordinary shares of Montec International Limited |
| Special Responsibilities | -Technical review and development of all product extensions |
| Listed Entity Directorships | — None |
| Lin Yuansheng | - Director (Non-executive) |
| Qualifications | -Bachelor of Agriculture (Agronomy) |
| Experience | - Managing Director of BAIC Australia Pty Ltd, the Australian subsidiary of Beijing Sanyuan Group Co Limited (Sanyuan Group). Sanyuan Group is the largest food, beverage and dairy company in China and is listed on the Shanghai stock exchange. Previously Managing Director of BAIC Scriven Ltd (Hong Kong). Through his association with Sanyuan Group, he was responsible for successfully introducing Kraft, Starbucks, Hormel and Baskin & Robbins to China. |
| Interest in Shares and Options | $-3,846,154$ ordinary shares as a consequence of his directorship of BAIC Australia Pty Limited |
| Special Responsibilities | -Key relationship holder with Beijing Sanyuan Foods, and integral to China business development and special project reviews within that country |
| Listed Entity Directorships | $-$ None |
| Roger McGrath | - Alternate Director representing Lin Yuansheng |
| Qualifications | - Wool Classing Certificate |
| Experience | - Previously a director of KPMG and brings to the board 40 years of experience. |
| Interest in Shares and Options | -5,000 ordinary shares of Montec International Limited |
| Special Responsibilities | -Alternate Director |
| Listed Entity Directorships | $-$ None |
DIRECTORS' REPORT (CONTINUED)
Company Secretary
The following person held the position of Company Secretary at the end of the financial year:
Nick Geddes FCA, FCIS - Mr Geddes is the principal of Australian Company Secretaries, a company secretarial practice, that he formed in 1993. Mr Geddes is a member of the National Council of Chartered Secretaries Australia and Chairman of the NSW Branch of that Institute. His previous experience, as a Chartered Accountant and Company Secretary, includes investment banking and development and venture capital in Europe, Africa, the Middle East and Asia. Mr Geddes is a Fellow of the Chartered Institute of Company Secretaries in Australia and a Chartered Accountant (Fellow of both the Institute of Chartered Accountants in Australia and the Institute of Chartered Accountants in England and Wales).
Mr Geddes was appointed Company Secretary on 18 September 2003.
Remuneration Report
This report details the nature and amount of remuneration for each director and executive of Montec International Limited (the Company).
Remuneration Philosophy
The performance of the Company depends upon the quality of its directors and executives. To prosper, the company must attract, motivate and retain highly skilled directors and executives.
To this end, the Company embodies the following principles in its remuneration framework:
- provide competitive rewards to attract high calibre executives: $\blacksquare$
- link executive rewards to shareholder value;
- a significant portion of executive remuneration at risk, dependent upon meeting pre-determined performance benchmarks: and
- establish appropriate, demanding performance hurdles in relation to variable executive remuneration.
Remuneration Committee
The remuneration Committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the directors, the Chief Executive Officer, Chief Financial Officer and the senior management team.
The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of directors and senior managers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team
Remuneration Structure
In accordance with best practice corporate governance, the structure of non executive director and senior management remuneration is separate and distinct.
Remuneration Report (continued)
Non Executive Director Remuneration
Objective
The board seeks to set aggregate remuneration at a level which provides the company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Company's constitution and the ASX Listing Rules specify that the aggregate remuneration of nonexecutive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was as outlined in the Company's Initial Public Offering prospectus of \$300,000 per annum.
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 parties as well as the fees paid to non executive directors of comparable companies when undertaking the annual review process.
Each director receives a fee for being a director of the company.
Non executive directors are encouraged by the board to hold shares in the company. Although not in accordance with the ASX Corporate Governance Best Practices, the board considers it good governance for directors to have a stake in the company.
The remuneration of non executive directors for the period ending 30 June 2006 is detailed in note 6b of the financial statements.
Executive Officer and Executive Director Remuneration
Objective
The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:
- " reward executives for company and individual performance against targets set by reference to appropriate benchmarks:
- " align the interests of executives with those of shareholders;
- " link reward with the strategic goals and performance of the company; and
- " ensure total remuneration is competitive by market standards.
Structure
In determining the level and make up of executive remuneration, the Remuneration Committee has had reference to external measures including independent salary surveys detailing market levels of remuneration for comparable executive roles.
Remuneration Report (continued)
Employment contracts are entered into with the Chief Executive Officer, Chief Financial Officer and Technical Director. These are summarised below.
Remuneration consists of the following key elements:
- Fixed remuneration: and
- Variable remuneration
The proportion of fixed remuneration and variable remuneration is established for each senior manager by the Remuneration Committee.
Fixed Remuneration
Objective
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market.
Fixed remuneration is reviewed annually by the Remuneration Committee and the process consists of a review of company and individual performance, relevant comparative remuneration in the market and internally, and where appropriate external advice on policies and practices.
Structure
Senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits.
Variable Remuneration - Short Term Incentive
Objective
The objective of the short term incentive arrangement is to link the achievement of the company's operational targets with the remuneration received by the executive charged with meeting those targets. The total potential short term incentive available is set at a level so as to provide sufficient incentive to the senior manager to achieve the operational targets.
Structure
Actual short term incentive payments granted to each senior manager depend on the extent to which specific operating targets set at the beginning of the financial year are met. The operational targets consist of a number of key performance indicators covering both financial and non financial measures of performance. The company has predetermined benchmarks which must be met in order to trigger payments under the short term incentive arrangement.
The aggregate of annual short term incentive payments available for executives across the company is determined and approved by the Remuneration Committee. Payments are usually delivered as a cash bonus.
Remuneration Report (continued)
Variable Remuneration - Long Term Incentive
Objective
The obiective of the long term incentive arrangement is to reward senior managers in a manner which aligns this element of remuneration with the creation of shareholder wealth.
As such, long term incentive arrangements are only made to executives who are able to influence the generation of shareholder wealth and thus have a direct impact on the company's performance against relevant long term performance hurdles.
Structure
Long term incentive grants to executives are delivered in the form of options. The Remuneration Committee determines what is the appropriate value to be provided to the executive and delivers this in the form of options valued utilizing the Black-Scholes option valuation model. The benefit of the long term incentive that is earned by the executive is only realised through share price appreciation, thereby aligning shareholder interest and executive reward.
Employee Contracts
Chief Executive Officer and Managing Director
Pursuant to an executive service agreement between Montec and Malcolm Campbell dated 1 July 2003, as amended prior to his resignation, Mr Campbell was on a three year contract commencing 12 November 2003 and expiring 11 November 2006. The contract was terminated by mutual agreement effective 28th July 2006.
Mr Campbell received a base salary of \$180,000 and a superannuation contribution at a rate of 9 percent of the base salary earned during the year. Mr Campbell also received a net \$60,000 living away from home allowance benefit to compensate him for the time he has been required to spend overseas, and certain other benefits such as life insurance coverage, which are subject to fringe benefits tax. As Mr Campbell has statutory responsibilities in China he was paid a China salary equivalent to \$38,000 per annum, in addition to his base salary.
Chief Financial Officer
Pursuant to an executive service agreement between Montec and Ian Maltman dated 5 June 2003, as amended. Mr Maltman is entitled to a three month notice period.
Mr Maltman received a base salary of \$157,500 and a superannuation contribution at a rate of 9 percent of the base salary earned during the year. Mr Maltman received options over ordinary shares, details of which are set out in note 6c. Under the terms of the executive service agreement Mr Maltman received a cash benefit on a tax paid basis to compensate for income tax levied on remuneration options received. The cash benefits were paid quarterly during the financial year.
Technical Director
Pursuant to an executive service agreement between Montec and Xuegin Du dated 5 September 2003, as amended, Dr Du is entitled to a three month notice period.
Dr Du received a base salary of \$105,000 and a superannuation contribution at a rate of 9 percent of the base salary earned during the year. As Dr Du has statutory responsibilities in China she earnt a China salary equivalent to \$12,000 per annum.
Remuneration Report (continued)
Details of Remuneration for the year ended 30 June 2006
The remuneration for each director and executive officer of the consolidated entity during the year was as follows:
| Fees \$ |
Salary & Superannuation Contribution \$ |
Cash Benefit \$ |
Non-Cash Benefits \$ |
Options \$ |
Total \$ |
Performance Related % |
|
|---|---|---|---|---|---|---|---|
| Directors | |||||||
| Terry Cuthbertson | 75,000 | 6,750 | 81,750 | ||||
| Malcolm Campbell | 180,000 | 16,200 | 108,653 | 71,205 | 376,058 | ||
| Peter Herd | 49,050 | 49,050 | $\blacksquare$ | ||||
| Xuegin Du | 105,000 | 9,450 | 25,867 | 13,059 | 28,591 | 181,967 | |
| Lin Yuansheng | 45,000 | 4,050 | 8,000 | 57,050 | ÷ | ||
| 454,050 | 36,450 | 142,520 | 84,264 | 28,591 | 745,875 | ||
| Specified Executives | |||||||
| lan Maltman | 157,500 | 14,175 | 13,867 | 13,059 | 28,591 | 227,192 | $\overline{ }$ |
| 157,500 | 14,175 | 13,867 | 13,059 | 28,591 | 227,192 |
Options issued as Part of Remuneration for the year ended 30 June 2006
Options are issued to directors and executives as part of their remuneration. The options are not issued based on performance criteria, but are issued to increase goal congruence between executives, directors and shareholders.
| Granted No. |
Options Granted as Part of Remuneration |
Total Remuneration Represented by Options |
Options Exercised |
Options Lapsed |
Total | |
|---|---|---|---|---|---|---|
| \$ | % | \$ | (\$) | \$ | ||
| Specified Executives | ||||||
| Xuegin Du | 700,000 | 28,591 | 15.7 | $\blacksquare$ | $\blacksquare$ | 28,591 |
| lan Maltman | 700,000 | 28,591 | 12.6 | $\blacksquare$ | 28,591 | |
| 1,400,000 | 57,182 | 57,182 |
DIRECTORS' REPORT (CONTINUED)
Meetings of Directors
| COMMITTEE MEETINGS | |||||||
|---|---|---|---|---|---|---|---|
| DIRECTORS' AUDIT MEETINGS COMMITTEE |
NOMINATION AND REMUNERATION COMMITTEE |
||||||
| Number eligible to attend |
Number Attended |
Number eligible to attend |
Number Attended |
Number eligible to attend |
Number Attended |
||
| Terry Cuthbertson | 11 | 11 | 3 | 3 | 2 | 2 | |
| Malcolm Campbell | 11 | 10 | |||||
| Peter Herd | 11 | 11 | 3 | 3 | 2 | 2 | |
| Xuegin Du | 11 | 7 | |||||
| Lin Yuansheng | 11 | 8 | |||||
| Roger McGrath |
During the financial year, 16 meetings of directors (including committees) were held. Attendances by each director during the vear were as follows:
Audit Committee Investigation
The Audit Committee conducted an investigation into allegations raised by external parties of improprieties involving the former Managing Director Mr Malcolm Campbell and a sales and marketing contractor to the Company Mr Spiro Lymberatos. Investigations by the Audit Committee found that an entity, International Services and Trading Limited ("ISTC"), that was controlled by Mr Lymberatos and domiciled in the British Virgin Islands, had been interposed between Montec and its supplier. A one off transaction resulted in a trading margin being extracted by ISTC at the expense of Montec. This margin extracted at Montec's expense although detrimental, was not considered by the Company to be material under Generally Accepted Accounting Standards.
Mr Lymberatos terminated his contracting arrangements with Montec following the allegations being raised and certain evidence being presented to him by the Audit Committee.
Whilst a number of inconsistencies and irregularities were noted in the information and explanations tendered to the Audit Committee by Mr Campbell during the investigation, sufficient evidence did not exist to pursue the matter further. Mr Campbell ceased employment with the Company on 28 July 2006.
Subsequent to the departure of the previous Managing Director Malcolm Campbell in July 2006 and the necessary review of operations initiated in China during August, a further but as vet incomplete review is being undertaken in relation to the Company's China business model. Further details are set out in Note 30 to the financial report.
DIRECTORS' REPORT (CONTINUED)
Indemnifying Officers or Auditor
During or since the end of the financial year the Company has given an indemnity or entered an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:
- The Company has paid premiums to insure each of the following directors and executives against $\ddot{\phantom{0}}$ liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director or executive of the Company, other than conduct involving a willful breach of duty in relation to the Company. The amount of the premium was \$39,060 for the below directors and executives.
- Terry Cuthbertson Malcolm Campbell Peter Herd Xuegin Du Lin Yuansheng Roger McGrath lan Maltman
Options
Options that were granted over unissued shares or interest during or since the financial year by the Company or controlled entity to directors or the most highly remunerated officers as part of their remuneration are as follows:
- 700,000 options granted to lan Maltman at an exercise price of \$0.50 exercisable on or before 30 June $\bullet$ 2008 under the terms of his Executive Service Agreement.
- 700,000 options granted to Xuegin Du at an exercise price of \$0.50 exercisable on or before 30 June 2008 under the terms of her Executive Service Agreement.
During the year ended 30 June 2006, no ordinary shares of Montec International Limited were issued on the exercise of options granted under the Montec International Limited Employee Option Plan. No shares have been issued since that date.
At the date of this report, the unissued ordinary shares of Montec International Limited under option are as follows:
| Grant Date | Date of Expiry | Exercise Price | Number Under Option | |
|---|---|---|---|---|
| 12 October 2003 | 30/06/06 | \$0.50 | 5,000,000 | |
| 4 November 2003 | 30/06/07 | \$0.35 | 2,509,500 | |
| 21 October 2003 | 30/06/06 | \$0.50 | 609,826 | |
| 21 October 2003 | 01/07/07 | \$0.50 | $\left( i\right)$ | 100,000 |
| 30 November 2003 to | ||||
| 30 June 2004 | 01/07/06 | \$0.50 | $\left( i\right)$ | 336,667 |
| 19 August 2004 | 01/07/07 | \$0.56 | $\left( i\right)$ | 24.000 |
| 16 September 2004 | 01/07/06 | \$0.50 | $\left( i\right)$ | 168,333 |
| 16 September 2004 | 01/07/07 | \$0.50 | $\left( i\right)$ | 505,000 |
| 29 June 2005 | 30/06/06 | \$0.55 | 100.000 | |
| 28 July 2005 | 30/06/08 | \$0.50 | $\left( i\right)$ | 1,400,000 |
| 28 July 2005 | 30/06/08 | \$0.50 | $\left( i\right)$ | 24,000 |
| 18 November 2005 | 30/06/08 | \$0.50 | $\left( i\right)$ | 30,000 |
| 10.807.326 |
i. These options were issued under the Company's Employee Option Plan.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was a party to legal proceedings during the year. These proceedings have been explained at note 23 to the financial statements.
Non-audit Services
The board of directors, in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor's independence for the following reasons:
- all non-audit services are reviewed and approved by the audit committee prior to commencement to $\bullet$ ensure they do not adversely affect the integrity and objectivity of the auditor; and
- the nature of the services provided do not compromise the general principles relating to auditor $\bullet$ independence as set out in the Institute of Chartered Accountants in Australia and CPA Australia's Professional Statement F1: Professional Independence.
There were no non-audit services provided for which fees were paid/payable to the external auditors during the year ended 30 June 2006.
Auditor's Independence Declaration
The lead auditor's independence declaration for the year ended 30 June 2006 has been received and can be found on page 60 which forms part of this report.
Signed in accordance with a resolution of the Board of Directors.
Me
Terry Cuthbertson Chairman Dated this 29th day of September 2006
Peter Herd Managing Director
INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2006
| Note | Economic Entity | Parent Entity | |||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| \$ | \$ | \$ | \$ | ||
| Revenue | 3 | 797,373 | 632,046 | 797,373 | 632,046 |
| Other income | 9,870 | ||||
| Raw materials sold | (479, 661) | (284, 769) | (479, 661) | (284, 769) | |
| Compliance and professional fees | (784, 151) | (445,908) | (783, 597) | (445, 874) | |
| Advertising and marketing expenses | (632, 137) | (601, 024) | (632, 137) | (601, 024) | |
| Employee benefits expenses | (1,470,647) | (1,366,009) | (1,485,166) | (1,362,435) | |
| Administrative expenses | (546, 582) | (341, 451) | (519, 298) | (316, 504) | |
| Travel expenses | (232, 034) | (180, 778) | (231, 941) | (180, 778) | |
| Insurance expenses | (104, 459) | (91, 136) | (104, 459) | (91, 136) | |
| Finance costs | (658) | (658) | |||
| Depreciation and amortisation expense | (441, 922) | (570, 280) | (439, 484) | (567, 855) | |
| Write off of certain acquired rights | (959, 422) | (959, 422) | |||
| Impairment write down of patents | (1,369,356) | (1,369,356) | |||
| Other expenses | (251, 523) | (347, 340) | |||
| Loss from ordinary activities before income tax expense |
4 | (5,253,706) | (4,460,912) | (5,247,726) | (4,525,749) |
| Income tax expense relating to ordinary activities |
5 | ||||
| Loss from ordinary activities after related income tax expense |
(5,253,706) | (4,460,912) | (5,247,726) | (4,525,749) | |
| Net loss attributable to outside equity interests |
1,972 | ||||
| Net loss attributable to members of the parent entity |
(5, 253, 706) | (4,458,940) | (5, 247, 726) | (4,525,749) | |
| Earning per share: | |||||
| Basic earnings per share (cents per share) | 9b | (0.080) | (0.072) | ||
| Diluted earnings per share (cents per share) The Financial Statements should be read in conjunction with the accompanying notes. |
9b | (0.080) | (0.072) |
BALANCE SHEET
AS AT 30 JUNE 2006
| Note | Economic Entity | Parent Entity | ||||
|---|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | |||
| \$ | \$ | \$ | \$ | |||
| CURRENT ASSETS | ||||||
| Cash and cash equivalents | 10 | 2,271,951 | 5,198,307 | 2,270,123 | 5,196,864 | |
| Trade and other receivables | 11 | 67,002 | 63,691 | 67,002 | 63,691 | |
| Inventories | 12 | 175,740 | 456,711 | 175,740 | 456,711 | |
| Other current assets | 13 | 127,127 | 110,231 | 127,127 | 110,231 | |
| TOTAL CURRENT ASSETS | 2,641,820 | 5,828,940 | 2,639,992 | 5,827,497 | ||
| NON-CURRENT ASSETS | ||||||
| Financial assets | 14 | 1 | ||||
| Property, plant and equipment | 16 | 128,057 | 147,160 | 128,057 | 147,160 | |
| Intangible assets | 17 | 1,027,733 | 2,793,833 | 1,027,733 | 2,793,833 | |
| TOTAL NON-CURRENT ASSETS | 1,155,790 | 2,940,993 | 1,155,791 | 2,940,993 | ||
| TOTAL ASSETS | 3,797,610 | 8,769,933 | 3,795,783 | 8,768,490 | ||
| CURRENT LIABILITIES | ||||||
| Trade and other payables | 18 | 258,200 | 190,012 | 261,598 | 205,499 | |
| Short-term provisions | 19 | 222,360 | 61,539 | 222,360 | 61,539 | |
| TOTAL CURRENT LIABILITIES | 480,560 | 251,551 | 483,958 | 267,038 | ||
| TOTAL LIABILITIES | 480,560 | 251,551 | 483,958 | 267,038 | ||
| NET ASSETS | 3,317,050 | 8,518,382 | 3,311,825 | 8,501,452 | ||
| EQUITY | ||||||
| Issued capital | 20 | 15,407,680 | 15,407,680 | 15,407,680 | 15,407,680 | |
| Reserves | 128,929 | 76,555 | 159,193 | 101,094 | ||
| Accumulated losses | (12, 219, 559) | (6,965,853) | (12, 255, 048) | (7,007,322) | ||
| TOTAL EQUITY | 3,317,050 | 8,518,382 | 3,311,825 | 8,501,452 |
The Financial Statements should be read in conjunction with the accompanying notes.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2006
| Reserves | |||||||
|---|---|---|---|---|---|---|---|
| Economic Entity | Note Share Capital Accumulated Share Ordinary |
Losses | Foreign Options Exchange Interests |
Minority | Total | ||
| \$ | \$ | \$ | \$ | \$ | \$ | ||
| Balance at 1 July 2004 | 2 | 9,774,178 | (2,506,913) | 42,996 | (22, 140) | (1, 168) | 7,286,953 |
| Adjustment arising from the translation of foreign controlled entities' financial statements |
(2,399) | (2,399) | |||||
| Net income recognised directly in equity | (2,399) | (2,399) | |||||
| Loss for the period | (4,458,940) | 1, 168 (4, 457, 772) | |||||
| Total recognised income and expenses for the period |
(4,458,940) | $\overline{\phantom{a}}$ | (2,399) | 1,168 (4,460,171) | |||
| Equity remuneration reserve on recognition of employee share options expenses |
21a | 58,098 | 58,098 | ||||
| Shares issued during the year | 5,867,502 | 5,867,502 | |||||
| Transaction costs | (234,000) | (234,000) | |||||
| Balance at 30 June 2005 | 15,407,680 (6,965,853) 101,094 | (24, 539) | 8,518,382 | ||||
| Adjustment arising from the translation of foreign controlled entities' financial statements |
(5, 725) | (5, 725) | |||||
| Net income recognised directly in equity | (5, 725) | (5, 725) | |||||
| Loss for the period | (5,253,706) | 58,099 | $-$ (5,195,607) | ||||
| Total recognised income and expenses for the period |
(5,253,706) | 58,099 | (5, 725) | $-$ (5,201,332) | |||
| Balance at 30 June 2006 | 15,407,680 (12,219,559) 159,193 | (30, 264) | 3,317,050 | ||||
| Parent Entity | |||||||
| Balance at 1 July 2004 | 2 | 9,774,178 (2,481,573) | 42,996 | 7,335,601 | |||
| Net income recognised directly in equity | |||||||
| Loss for the period | (4, 525, 749) | $-$ (4,525,749) | |||||
| Total recognised income and expenses for the period |
(4, 525, 749) | $-$ (4,525,749) | |||||
| Equity remuneration reserve on recognition of employee share options expenses |
21a | 58,098 | 58,098 | ||||
| Shares issued during the year | 5,867,502 | 5,867,502 | |||||
| Transaction costs | (234,000) | (234,000) | |||||
| Balance at 30 June 2005 | 15,407,680 (7,007,322) | 101,094 | 8,501,452 | ||||
| Net income recognised directly in equity | |||||||
| Loss for the period | (5,247,726) | 58,099 | $-(5,189,627)$ | ||||
| Total recognised income and expenses for the period |
(5,247,726) | 58,099 | $-(5,189,627)$ | ||||
| Balance at 30 June 2006 | 15,407,680 (12,255,048) 159,193 | 3,311,825 | |||||
The Financial Statements should be read in conjunction with the accompanying notes.
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2006
| Note | Economic Entity | Parent Entity | |||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| \$ | \$ | \$ | \$ | ||
| CASH FLOWS FROM OPERATING ACTIVITIES |
|||||
| Receipts from customers | 621,573 | 432,610 | 621,573 | 432,610 | |
| Payments to suppliers and employees | (3,716,200) | (3,081,745) | (3,716,585) | (3,082,416) | |
| Interest received | 191,910 | 242,723 | 191,910 | 242,723 | |
| Finance costs | (658) | (658) | |||
| Net cash used in operating activities | 25a | (2,902,717) | (2,407,070) | (2,903,102) | (2,407,741) |
| CASH FLOWS FROM INVESTING ACTIVITIES |
|||||
| Purchase of property, plant and equipment |
(23, 638) | (73, 721) | (23, 638) | (73, 721) | |
| Purchase of Intellectual property | (18, 103) | (18, 103) | |||
| Payment for subsidiary, net of cash acquired |
25 b | (1) | (4, 195) | (1) | (4, 195) |
| Other | (106) | ||||
| Net cash used in investing activities | (23, 639) | (96, 125) | (23, 639) | (96, 019) | |
| CASH FLOWS FROM FINANCING ACTIVITIES |
|||||
| Proceeds from issue of shares | 5,867,502 | 5,867,502 | |||
| Cost of share issues | (234,000) | (234,000) | |||
| Payment for borrowing | (22, 170) | (22, 169) | |||
| Net cash provided by financing activities | 5,611,332 | 5,611,333 | |||
| Net (decrease)/increase in cash held | (2,926,356) | 3,108,137 | (2,926,741) | 3,107,573 | |
| Cash at start of year | 5,198,307 | 2,090,170 | 5,196,864 | 2,089,291 | |
| Cash at end of year | 10 | 2,271,951 | 5,198,307 | 2,270,123 | 5,196,864 |
The Financial Statements should be read in conjunction with the accompanying notes.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
The financial report covers the economic entity of Montec International Limited and controlled entities, and Montec International Limited as an individual parent entity. Montec International Limited is a listed public Company, incorporated and domiciled in Australia.
The financial report of Montec International Limited and controlled entities, and Montec International Limited as an individual parenting entity, complies with Australian Accounting Standards, which include A-IFRS, in their entirety. Compliance with A-IFRS ensures that the financial report also complies with International Financial Reporting Standards (IFRS) in their entirety.
The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
Basis of Preparation
First-time Adoption of Australian Equivalents to International Financial Reporting Standards
Montec International Limited and the controlled entities, and Montec International Limited as an individual parent entity have prepared financial statements in accordance with the Australian equivalents to International Financial Reporting Standards (A-IFRS) from 1 July 2005.
In accordance with the requirements of AASB 1: First-time Adoption of Australian Equivalents to International Financial Reporting Standards, adjustments to the parent entity and consolidated entity accounts resulting from the introduction of A-IFRS have been applied retrospectively to 2005 comparative figures. These consolidated accounts are the first financial statements of Montec International Limited to be prepared in accordance with Australian equivalents to IFRS.
The accounting policies set out below have been consistently applied to all years presented. Reconciliations of the transition from previous Australian GAAP to A-IFRS have been included in Note 2 to this report.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, and financial assets and financial liabilities for which the fair value basis of accounting has been applied.
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting Policies
a. Principles of Consolidation
A controlled entity is any entity controlled by Montec International Limited. Control exists where Montec International Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Montec International Limited to achieve the objectives of Montec International Limited. A list of controlled entities is contained in Note 15 to the financial statements. All controlled entities have a June financial year-end.
All inter-Company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Where controlled entities have entered the economic entity during the year, their operating results have been included from the date control was obtained. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those policies applied by the parent entity.
Minority interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.
b. Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any nonassessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
As all the controlled entities are foreign companies Montec International Limited has not formed a tax consolidated group under the tax consolidation regime.
c. Inventories
Inventories are measured at the lower of cost and net realisable value. Costs are assigned on the basis of weighted average costs.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
d. Plant and equipment
Plant and equipment are measured on the cost basis.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
Depreciation
The depreciable amount of all fixed assets is depreciated on a straight line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
| Class of Fixed Asset | Depreciation Rate |
|---|---|
| Plant and equipment | 10% - 37.5% |
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.
e. Leases
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged on a straight-line basis unless another method is more representative of the time pattern of the users benefits
f. Financial Instruments
Recognition
Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.
Financial assets at fair value through profit and loss
A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Derivatives are also categorized as held for trading unless they are designated as hedges. Realised and unrealized gains and losses arising from changes in the fair value of these assets are included in the income statement in the period in which they arise.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.
Held-to-maturity investments
There are no held-to-maturity investments during the financial year ended 30 June 2006.
Available-for-sale financial assets
Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealized gains and losses arising from changes in fair value are taken directly to equity.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
Derivative instruments
There are no derivative instruments during the financial year ended 30 June 2006.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.
Impairment
At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the income statement.
g. Impairment of Assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
h. Investments
Non-current investments are measured on the cost basis. The carrying amount of non-current investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the quoted market value for listed investments or the underlying net assets for other non-listed investments. The expected net cash flows from investments have been discounted to their present value in determining the recoverable amounts.
i. Intangibles
Goodwill
Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Patents and Acquired Rights
Patents and acquired rights are recorded in the accounts at cost of acquisition and are amortised over the period in which their benefits are expected to be realised and adjusted for any impairment losses. The patents expire on 12 June 2012. The carrying amount of patents and acquired rights are reviewed annually to ensure they do not exceed the recoverable amount.
J. Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group's entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Group companies
The financial results and position of foreign operations whose functional currency is different from the group's presentation currency are translated as follows:
- assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
- income and expenses are translated at average exchange rates for the period; and
- retained earnings are translated at the exchange rates prevailing at the date of the transaction. $\mathbf{r}$
Exchange differences arising on translation of foreign operations are transferred directly to the group's foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.
k. Emplovee Benefits
Provision is made for the economic entity liability for employee benefits arising from services rendered by employees to balance date. Employee benefits expected to be settled within one year, have been measured at the amounts expected to be paid when the liability is settled plus related on-costs. Other employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
Contributions are made by the economic entity to employee superannuation funds and are charged as expenses when incurred.
The economic entity operates an ownership-based remuneration scheme through the employee option plan, details of which are provided in Note 26 to the financial statements.
L Provisions
Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
m. Cash and Cash Equivalents
For the purpose of the statement of cash flows, cash includes:
- cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
- investments in money market instruments with less than 14 days to maturity. $\bullet$
n. Revenue
Revenue in the form of royalties from the utilisation of technology is recognised upon the utilisation of the technology by customers. Revenue from the recovery of raw materials supplied as part of the contractual agreement with customers is recognised on delivery of raw materials to those customers.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Dividend revenue is recognised when the right to receive a dividend has been established.
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
All revenue is stated net of the amount of goods and services tax (GST).
o. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
p. Comparative Figures
Where required by accounting standards, comparative figures have been adjusted to conform with changes in presentation for the current financial year.
Critical accounting estimates and judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.
Key Estimates
The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.
Provision for Management Restructure
Whilst no final decision had been made in relation to a management restructure as at 30 June 2006 (nor obligation crystallised) there was a reasonable expectation of the need for certain management changes as at 30 June 2006. Subsequent to year end a management restructure did occur. As such, a provision of \$111,854 has been booked for the management restructure as at 30 June 2006.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Patent Impairment
An impairment review of both the Australian and New Zealand patents held by Montec that relate to monounsaturated dairy production has been conducted. This review has necessitated a write down of the carrying value of these two patents. This amount was assessed after discounting the currently anticipated future cash flows associated with these patents and comparing it with the net book value. The net write down which has resulted from this impairment testing, and which has been reflected in the financial accounts, is \$1,369,356.
For further details of the calculation of the patent impairment, refer to Note 17.
Key Judgments
Stock Obsolescence Provision
Included in inventory as at 30 June 2006 is a provision for stock obsolescence relating to certain forms of packaging printed for use in China. The carrying value of this packaging is unlikely to be recovered and an obsolescence provision has been made in the accounts. The amount of the provision is \$67,637.
g. Going Concern
An assessment of the Company's China business model has been completed following a visit to China in August 2006. The assessment of the China business concludes that whilst the longer term business model of licensing both technology and proprietary brands is expected to be viable in the longer term, it will take sometime to transition to this preferred model. This transitional arrangement was not envisaged in the initial planning, but is seen as essential in overcoming factors which restricted growth through out 2006 and to provide the initial critical mass in overall distribution an outlet numbers, specifically in Beijing and Shanghai. Over the immediate future an agreement with Beijing Sanyuan Foods Co Ltd ("BSF") requires that Montec through its China based agent will fund ex works product purchases and store entry fees to facilitate the roll out and pipeline fill of Montec monounsaturated milk brands in Beijing and Shanghai.
The full rollout in Beijing and Shanghai will require significant expenditure on consumer marketing and the previously unforeseen need to fund ex works product purchases. Full and timely exploitation of this opportunity will require further working capital investment. This will necessitate a capital raising in the near future, the terms and quantum of which the Directors at the time of signing the financial report are considering.
The September 2006 agreement with BSF, which supersedes all previously agreements, formalises the partnership arrangement whereby BSF will produce and sell Montec branded monounsaturated milk and so provide a secure platform for the roll out of the Montec brands in China, specifically Beijing and Shanghai.
Co-ordinated by Montec's China agent Qingdao Meng Tai Ru Trading and Commercial Co Ltd ("MTR"), distribution will be undertaken by BSF to their retail channels in Beijing and Shanghai with the support of Montec's sales development team in other channels in these cities and wider geographical coverage provided by the National Agency Network ("NAN") in selected cities plus MTR's retail channels in Qingdao.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The company's core liquid milk business whilst not in itself expected to provide the previously envisaged financial returns, will establish the processing partnership and an extensive distribution network with BSF as the base for further innovative product introductions. These include a range of drinking voghurt and ice-cream products which will be the subject of the Company's proprietary intellectual property and may include patent protection. The Company is investigating opportunities for closer ties with BSF which may lead to direct investment by Montec to expand the Montec product range into chilled milk and other dairy products.
The Directors, at the time of signing the Financial Report, have initiated discussions with a number of parties that have expressed interest in supporting the Company with its capital requirements. At the time of signing, no financial commitment is contracted.
Given the above outlook the Directors are confident that if sufficient and appropriate capital is made available, the Company will be able to continue as a going concern.
However, should sufficient and appropriate capital not be available to the Company on a timely basis the Directors will be required to significantly alter the Company's existing business plan and model. This would see the Company continue on a substantially smaller scale with a cessation of the pursuit of the China and broader Asia Pacific markets and a reduction in expenditure on staff and directors. The business would, under this scenario, operate on existing capital reserves combined with the ongoing licensing arrangement with Dairy Farmers which has provided a monthly income stream historically. The Company has prepared cash flow forecasts for this "worst case" scenario and the directors are therefore satisfied that the Company would be able to continue to operate as a going concern on this basis.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
| Note | Previous GAAP at 1 July 2004 \$ |
Effect of transition to Australian equivalents to IFRS \$ |
Australian equivalents to IFRS at 1 July 2004 \$ |
|
|---|---|---|---|---|
| Economic Entity | ||||
| Reconciliation of Equity at 1 July 2004 |
||||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 2,090,170 | 2,090,170 | ||
| Trade and other receivables | 145,690 | 145,690 | ||
| Inventories | 409,257 | 409,257 | ||
| Other current assets | 279,654 | 279,654 | ||
| TOTAL CURRENT ASSETS | 2,924,771 | 2,924,771 | ||
| NON-CURRENT ASSETS | ||||
| Financial assets | ||||
| Property, plant and equipment | 113,160 | 113,160 | ||
| Intangible assets | 4,512,190 | 4,512,190 | ||
| TOTAL NON-CURRENT ASSETS | 4,625,350 | 4,625,350 | ||
| TOTAL ASSETS | 7,550,121 | 7,550,121 | ||
| CURRENT LIABILITIES | ||||
| Trade and other payables | 215,492 | 215,492 | ||
| Short-term borrowings | 8,701 | 8,701 | ||
| Short-term provisions | 25,923 | 25,923 | ||
| TOTAL CURRENT LIABILITIES | 250,116 | 250,116 | ||
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings | 13,052 | 13,052 | ||
| TOTAL NON-CURRENT LIABILITIES |
13,052 | 13,052 | ||
| TOTAL LIABILITIES | 263,168 | $\qquad \qquad \blacksquare$ | 263,168 | |
| NET ASSETS | 7,286,953 | 7,286,953 | ||
| EQUITY | ||||
| Issued capital | 9,774,178 | 9,774,178 | ||
| Reserves | 2(a) | (22, 140) | 42,996 | 20,856 |
| Accumulated losses | 2(b) | (2,463,917) | (42,996) | (2,506,913) |
| Parent interest | 7,288,121 | 7,288,121 | ||
| Minority interest | (1, 168) | (1, 168) | ||
| TOTAL EQUITY | 7,286,953 | 7,286,953 |
FOR THE YEAR ENDED 30 JUNE 2006
| Note | Previous GAAP at 30 June 2005 \$ |
Effect of transition to Australian equivalents to IFRS \$ |
Australian equivalents to IFRS at 30 June 2005 \$ |
|
|---|---|---|---|---|
| Economic Entity | ||||
| Reconciliation of Equity at 30 June 2005 |
||||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 5,198,307 | 5,198,307 | ||
| Trade and other receivables | 63,691 | 63,691 | ||
| Inventories | 456,711 | 456,711 | ||
| Other current assets | 110,231 | 110,231 | ||
| TOTAL CURRENT ASSETS | 5,828,940 | 5,828,940 | ||
| NON-CURRENT ASSETS | ||||
| Financial assets Property, plant and equipment |
147,160 | 147,160 | ||
| Intangible assets | 2,793,833 | 2,793,833 | ||
| TOTAL NON-CURRENT ASSETS | 2,940,933 | 2,940,933 | ||
| TOTAL ASSETS | 8,769,933 | 8,769,933 | ||
| CURRENT LIABILITIES | ||||
| Trade and other payables | 190,012 | 190,012 | ||
| Short-term borrowings | ||||
| Short-term provisions | 61,539 | 61,539 | ||
| TOTAL CURRENT LIABILITIES | 251,551 | 251,551 | ||
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings | ||||
| TOTAL NON-CURRENT LIABILITIES |
||||
| TOTAL LIABILITIES | 251,551 | 251,551 | ||
| NET ASSETS | 8,518,382 | 8,518,382 | ||
| EQUITY | ||||
| Issued capital | 15,407,680 | 15,407,680 | ||
| Reserves | 2(a) | (24, 539) | 101,094 | 76,555 |
| Accumulated losses | 2(b) | (6,864,759) | (101, 094) | (6,965,853) |
| Parent interest | 8,518,382 | 8,518,382 | ||
| Minority interest | ||||
| TOTAL EQUITY | 8,518,382 | 8,518,382 |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
| Note | Previous GAAP at 1 July 2004 \$ |
Effect of transition to Australian equivalents to IFRS \$ |
Australian equivalents to IFRS at 1 July 2004 \$ |
|
|---|---|---|---|---|
| Parent Entity | ||||
| Reconciliation of Equity at 1 July 2004 |
||||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash & cash equivalents | 2,089,291 | 2,089,291 | ||
| Trade and other receivables | 172,471 | 172,471 | ||
| Inventories | 405,238 | 405,238 | ||
| Other current assets | 267,478 | 267,478 | ||
| TOTAL CURRENT ASSETS | 2,934,478 | 2,934,478 | ||
| NON-CURRENT ASSETS | ||||
| Financial assets | 281,605 | 281,605 | ||
| Property, plant and equipment | 104,998 | 104,998 | ||
| Intangible assets | 4,271,447 | 4,271,447 | ||
| TOTAL NON-CURRENT ASSETS | 4,658,050 | 4,658,050 | ||
| TOTAL ASSETS | 7,592,528 | 7,592,528 | ||
| CURRENT LIABILITIES | ||||
| Trade and other payables | 209,251 | 209,251 | ||
| Short-term borrowings | 8,701 | 8,701 | ||
| Short-term provisions | 25,923 | 25,923 | ||
| TOTAL CURRENT LIABILITIES | 243,875 | 243,875 | ||
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings | 13,052 | 13,052 | ||
| TOTAL NON-CURRENT LIABILITIES |
13,052 | 13,052 | ||
| TOTAL LIABILITIES | 256,927 | 256,927 | ||
| NET ASSETS | 7,335,601 | 7,335,601 | ||
| EQUITY | ||||
| Issued capital | 9,774,178 | 9,774,178 | ||
| Reserves | 2(a) | 42,996 | 42,996 | |
| Retained earnings | 2(b) | (2, 438, 577) | (42,996) | (2,481,573) |
| TOTAL EQUITY | 7,335,601 | 7,335,601 |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
| Note | Previous GAAP |
Effect of transition to Australian |
Australian equivalents to |
|
|---|---|---|---|---|
| at 30 June 2005 \$ |
equivalents to IFRS \$ |
IFRS at 30 June 2005 \$ |
||
| Parent Entity | ||||
| Reconciliation of Equity at 30 June 2005 |
||||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash & cash equivalents | 5,196,864 | 5,196,864 | ||
| Trade and other receivables | 63,691 | 63,691 | ||
| Inventories | 456,711 | 456,711 | ||
| Other current assets | 110,231 | 110,231 | ||
| TOTAL CURRENT ASSETS | 5,827,497 | 5,827,497 | ||
| NON-CURRENT ASSETS | ||||
| Financial assets | ||||
| Property, plant and equipment | 147,160 | 147,160 | ||
| Intangible assets | 2,793,833 | 2,793,833 | ||
| TOTAL NON-CURRENT ASSETS | 2,940,993 | 2,940,993 | ||
| TOTAL ASSETS | 8,768,490 | 8,768,490 | ||
| CURRENT LIABILITIES | ||||
| Trade and other payables | 205,499 | 205,499 | ||
| Short-term provisions | 61,539 | 61,539 | ||
| TOTAL CURRENT LIABILITIES | 267,038 | 267,038 | ||
| TOTAL LIABILITIES | 267,038 | 267,038 | ||
| NET ASSETS | 8,501,452 | 8,501,452 | ||
| EQUITY | ||||
| Issued capital | 15,407,680 | 15,407,680 | ||
| Reserves | 2(a) | 101,094 | 101,094 | |
| Retained earnings | 2(b) | (6,906,228) | (101, 094) | (7,007,322) |
| TOTAL EQUITY | 8,501,452 | 8,501,452 |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
| Note | Previous GAAP \$ |
Effect of transition to Australian equivalents to IFRS \$ |
Australian equivalents to IFRS \$ |
|
|---|---|---|---|---|
| Economic Entity | ||||
| Reconciliation of profit or loss for the full year to 30 June 2005 |
||||
| Revenues | 632,046 | 632,046 | ||
| Raw materials sold | (284, 769) | (284, 769) | ||
| Employee benefits expense | 2(c) | (1,307,911) | (58,098) | (1,366,009) |
| Advertising and Marketing expenses |
(601, 024) | (601, 024) | ||
| Compliance and professional fees | (445,908) | (445,908) | ||
| Administrative expenses | (341, 451) | (341, 451) | ||
| Travel expenses | (180, 778) | (180, 778) | ||
| Insurance expenses | (91, 136) | (91, 136) | ||
| Finance costs | (658) | (658) | ||
| Depreciation and amortisation expense |
2(d) | (582, 885) | 12,605 | (570, 280) |
| Write off of certain acquired rights | 2(d) | (959, 422) | (959, 422) | |
| Other expenses from ordinary activities |
(238, 918) | (12,605) | (251, 523) | |
| Loss before income tax expense | (4,402,814) | (58,098) | (4,460,912) | |
| Income tax expense | ||||
| Loss after income tax expense | (4,402,814) | (58,098) | (4,460,912) | |
| Loss attributable to minority interest |
1,972 | 1,972 | ||
| Loss attributable to members of the parent entity |
(4,400,842) | (58,098) | (4, 458, 940) |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
| Note | Previous GAAP \$ |
Effect of transition to Australian equivalents to IFRS \$ |
Australian equivalents to IFRS \$ |
|
|---|---|---|---|---|
| Parent Entity | ||||
| Reconciliation of profit or loss for 2005 |
||||
| Revenues from ordinary activities | 632,046 | 632,046 | ||
| Raw materials sold | (284, 769) | (284, 769) | ||
| Employee benefits expense | 2(c) | (1,304,337) | (58,098) | (1,362,435) |
| Advertising and Marketing expenses |
(601, 024) | (601, 024) | ||
| Compliance and professional fees |
(445, 874) | (445, 874) | ||
| Administrative expenses | (316, 504) | (316, 504) | ||
| Travel expenses | (180, 778) | (180, 778) | ||
| Insurance expenses | (91, 136) | (91, 136) | ||
| Finance costs | (658) | (658) | ||
| Depreciation and amortisation expense |
(567, 855) | (567, 855) | ||
| Write off of certain acquired rights |
(959, 422) | (959, 422) | ||
| Other expenses from ordinary activities |
(347, 340) | (347, 340) | ||
| Loss before income tax expense | (4,467,651) | (58,098) | (4, 525, 749) | |
| Income tax expense | ||||
| Loss after income tax expense | (4,467,651) | (58,098) | (4, 525, 749) | |
| Loss attributable to members of the parent entity |
(4,467,651) | (58,098) | (4, 525, 749) |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
Note 2: First-time Adoption of Australian Equivalents to International Financial Reporting Standards (continued)
| 30 June 2005 S |
1 July 2004 \$ |
||
|---|---|---|---|
| a | Reserves comprise: | ||
| Economic Entity | |||
| Equity Remuneration reserve | 101,094 | 42,996 | |
| Total | 101,094 | 42,996 | |
| b | Retained earnings comprise: | ||
| Economic Entity | |||
| Recognition of employee share options expenses |
(101, 094) | (42,996) | |
| Total | (101, 094) | (42,996) |
The A-IFRS adjustment reflects the expensing of the fair value of options over c ordinary shares issued and vested as remuneration with the recognition of an associated equity remuneration reserve. The combined impact of the expensing of 2004 and 2005 financial year equity remuneration of \$101,094 is reflected in an equity remuneration reserve.
d The adjustment reflects the adding back of the 2005 financial year goodwill amortisation expenses of \$12,605. At 30 June 2005 the company provided for the entire balance of goodwill, so reversal of amortisation of \$12,605 would result in an additional provision
NOTE 3: REVENUE
| Economic Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| \$ | \$ | \$ | \$ | ||
| Operating activities: | |||||
| royalties | 335,054 | 295,737 | 335,054 | 295,737 | |
| cream sales | 20,795 | 20,795 | |||
| sales of goods | 237,549 | 91,286 | 237,549 | 91,286 | |
| $\overline{\phantom{000000000000000000000000000000000000$ | interest income - other persons | 191,910 | 242,723 | 191,910 | 242,723 |
| other revenue | 12,065 | 2,300 | 12,065 | 2,300 | |
| Total Revenue | 797,373 | 632.046 | 797,373 | 632,046 |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 4: LOSS FROM ORDINARY ACTIVITIES
| Economic Entity | Parent Entity | |||
|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | |
| \$ | \$ | \$ | \$ | |
| Loss from ordinary activities before income tax has been determined after: |
||||
| Depreciation of non-current assets: | ||||
| plant and equipment | (45, 179) | (33,984) | (42, 741) | (31, 559) |
| Amortisation of non-current assets: | ||||
| patents and acquired rights | (396, 743) | (536, 296) | (396, 743) | (536, 296) |
| Rental expense on property | (106, 087) | (67, 177) | (106, 087) | (67, 177) |
| Foreign currency translation (losses)/gains | 845 | (7,716) | 2,861 | (7,018) |
| Write off of certain acquired rights | (959, 422) | (959, 422) | ||
| Impairment write down: | ||||
| patents | (1,369,356) | (1,369,356) | ||
| investments | (285, 800) | |||
| goodwill | (226, 634) | |||
| net assets of subsidiary | 9,870 | (12, 284) | ||
| Other expenses: | ||||
| Loss on reserve | (61, 540) | |||
| Legal fees | (518, 392) | (182, 938) | (518, 392) | (182, 938) |
| Total other expenses | (518, 392) | (182, 938) | (518, 392) | (244, 478) |
FOR THE YEAR ENDED 30 JUNE 2006
| NOTE 5: INCOME TAX EXPENSE | Economic Entity | Parent Entity | ||||
|---|---|---|---|---|---|---|
| 2006 \$ |
2005 \$ |
2006 \$ |
2005 \$ |
|||
| The prima facie tax on loss from ordinary activities before income tax is reconciled to income tax as follows: |
||||||
| a. Prima facie tax receivable on loss from ordinary activities at 30% (2005: 30%) |
(1,576,112) | (1,338,274) | (1,574,318) | (1, 357, 725) | ||
| Add: | ||||||
| Tax effect of: | ||||||
| non-deductible amortisation | 3,530 | 45,395 | 3,530 | 45,395 | ||
| other non-allowable items | 440,913 | 316,957 | 440,913 | 316,957 | ||
| Less: | ||||||
| Tax effect of: | ||||||
| foreign currency exchange profit not subject to income tax |
2,964 | 2,867 | 2,964 | 2,867 | ||
| other allowable items | (22, 409) | 27,938 | (22, 409) | 27,938 | ||
| account | Tax effect of deferred tax assets not brought to | 1,112,224 | 1,006,727 | 1,110,430 | 1,026,178 | |
| Income tax expense attributable to entity | ||||||
| The applicable weighted average effective tax rates are as follows: |
$-$ % | -% | $-$ % | $-\frac{9}{6}$ |
The directors estimate that the Parent Entity and its controlled entities have carry-forward income tax losses of \$3,707,413(2005: \$3,355,757) available to offset against future years' taxable income. The benefits of these losses have not been brought to account as there is no convincing evidence of future taxable profits to offset losses. The benefit will only be obtained if:
(i) The parent entity and its controlled entities derive future assessable income of the nature and of an amount sufficient to enable the benefits from the deductions for the losses to be realised.
(ii) The parent entity and its controlled entities continue to comply with the conditions for deductibility imposed by the law; and
(iii) No changes in tax legislation adversely affect the parent entity and its controlled entities in realising the benefit from the deductions for the losses.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 6: KEY MANAGEMENT PERSONNEL COMPENSATION
a. Names and positions held of parent entity key management personnel in office at any time during the financial year are:
Key Management Personnel
| TO FINITION CHILE FOR SOUTH OF | |
|---|---|
| Terry Cuthbertson | Chairman - Non-Executive |
| Malcolm Campbell | Managing Director - Executive |
| Peter Herd | Director - Non-Executive |
| Xuegin Du | Director - Executive |
| Lin Yuansheng | Director - Non-Executive |
| lan Maltman | Chief Financial Officer |
b. Key Management Personnel
| 2006 | Post | |||||||
|---|---|---|---|---|---|---|---|---|
| Primary | Employment | Equity | Total | |||||
| Salary & Fees |
Superannuation Contribution |
Cash Benefit |
Non-Cash Benefits |
Super- annuation |
Shares Options | |||
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | |
| Terry Cuthbertson | 75,000 | 6,750 | $\tilde{\phantom{a}}$ | $\overline{\phantom{m}}$ | 81,750 | |||
| Malcolm Campbell | 180,000 | 16,200 | 108,653 | 71,205 | $\blacksquare$ | $-376,058$ | ||
| Peter Herd | 49,050 | $\blacksquare$ | 49,050 | |||||
| Xuegin Du | 105,000 | 9,450 | 25,867 | 13,059 | $-28,591$ | 181,967 | ||
| (i) Lin Yuansheng |
45,000 | 4,050 | 8,000 | 57,050 | ||||
| lan Maltman | 157,500 | 14,175 | 13,867 | 13,059 | $-28,591$ | 227,192 | ||
| 611,550 | 50,625 156,387 | 97,323 | $-57,182$ 973,067 |
| 2005 | Primary | Post Employment |
Equity | Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| Fees | Salary & Superannuation Contribution |
Cash Benefit |
Non-Cash Benefits |
Super- annuation |
Shares Options | ||||
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | ||
| Terry Cuthbertson | 74,773 | 6,730 | $\blacksquare$ | 81,503 | |||||
| Malcolm Campbell | 180,000 | 16,200 145,111 | 96,174 | 437,485 | |||||
| Peter Herd | 69,050 | $\blacksquare$ | 69,050 | ||||||
| Xuegin Du | 100,000 | 9,900 | 37,483 | $\blacksquare$ | Ŧ | 147,383 | |||
| Lin Yuansheng | (i) | 13,306 | 1,198 | 12,903 | Ŧ | 27,407 | |||
| Jim Grant | (ii) | 1,154 | 104 | 1,258 | |||||
| lan Maltman | 150,000 | 13,500 | 27,138 | 25,557 | $-55,955$ | 272,150 | |||
| 588,283 | 47.632 222.635 | 121,731 | $-55,955$ | 1,036,236 |
i. Compensation paid for period from 17 March 2005 to 30 June 2005.
ii. Compensation paid for period from 1 July 2004 to 4 July 2004.
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 6: KEY MANAGEMENT PERSONNEL COMPENSATION (CONTINUED)
c. Compensation Options
Options Granted As Compensation
| Terms & Conditions for Each Grant | |||||||
|---|---|---|---|---|---|---|---|
| Vested No. |
Granted Number |
Grant Date | Average Value per Option at Grant Date |
First Exercise Exercise Exercise Price |
Date | Last Date |
|
| Key Management Personnel |
|||||||
| Xuegin Du | 700.000 | 700.000 | 28/7/05 | 0.04084 | \$0.50 | Current | 30/6/08 |
| lan Maltman | 700,000 | 700,000 | 28/7/05 | 0.04084 | \$0.50 | Current | 30/6/08 |
| 1,400,000 1,400,000 |
All options granted to the above key management personnel have vested. The options will expire following the last date for exercise noted in the table above. The exercise price is \$0.50 per option in accordance with the Executive Service Agreement. The service and performance criteria set to determine compensation are included per Note 6h below.
d. Shares Issued on Exercise of Compensation Options
| shares issued | No. of ordinary Amount paid per Amount unpaid share |
ber share | |
|---|---|---|---|
| Key Management Personnel | |||
| Xuegin Du | $\mathbf{u}_i$ | w | $\overline{\phantom{a}}$ |
| lan Maltman | $\mathbf{u}$ | $\overline{\phantom{a}}$ | |
e. Options and Rights Holdings
Number of options held by Key Management Personnel
| Balance 01/07/05 |
Granted as Compensation |
Options Exercised |
Net Change Other |
Balance 30/06/06 |
Total Vested 30/06/06 |
Total Exercisable |
Total Unexercis -able |
||
|---|---|---|---|---|---|---|---|---|---|
| Key Management Personnel |
|||||||||
| Malcolm. Campbell |
5,000,000 | w | $\tilde{ }$ | w. | 5.000.000 5.000.000 | 5,000,000 | |||
| Xuegin Du | 100.000 | 700.000 | w | w | 800.000 | 800.000 | 800.000 | ||
| lan Maltman | 1.010.000 | 700.000 | $\omega$ | $-1.710.000$ 1.710.000 | 1.710.000 | ||||
| Total | 6,110,000 | 1,400,000 | ۰ | $-7,510,000$ $7,510,000$ | 7.510.000 |
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 6: KEY MANAGEMENT PERSONNEL COMPENSATION (CONTINUED)
f. Shareholdings
Number of shares held by Key Management Personnel
| Balance 1/7/05 |
Received as Compensation |
Options Exercised |
Net Change Other* |
Balance 30/6/06 |
|
|---|---|---|---|---|---|
| Key Management Personnel | |||||
| Terry Cuthbertson | 10,000 | 10,000 | |||
| Malcolm Campbell | 12,600,000 | ÷ | ۰. | 12,600,000 | |
| Peter Herd | 10,000 | $\blacksquare$ | 10,000 | ||
| Xuegin Du | 10,000 | $\blacksquare$ | 10,000 | ||
| Lin Yuansheng | 3,846,154 | $\blacksquare$ | $\blacksquare$ | ÷ | 3,846,154 |
| 16,476,154 | $\blacksquare$ | ٠ | 16,476,154 |
* Net Change Other refers to shares purchased or sold during the financial year.
h. Compensation Practices
The board's policy for determining the nature and amount of compensation of key management personnel of the company is as follows:
The compensation structure for key management personnel seeks to emphasise payment for results by ensuring that executive interests are aligned with those of the Company through equity ownership and/or entitlement.
The objective of the compensation structure is to both reinforce the short and long-term goals of the Company and to provide a common interest between management and shareholders.
The compensation structure for key management personnel is based on a number of factors, including particular experience of the individual concerned, and overall performance of the company. The contracts for service between the company and key management personnel are on a continuing basis the terms of which are not expected to change in the immediate future. Upon retirement key management personnel are paid employee benefit entitlements accrued to date of retirement.
A notice period of three months is provided for under each executive's service agreement, with the exception of the Managing Director. The Managing Director was on a three vear contract that commenced on 12 November 2003, but which was terminated by mutual agreement on 28 July 2006.
All options have been issued in accordance with the terms provided for under each Executive Service Agreement, and as outlined in the Company's prospectus at the time of listing. The key metrics of options on issue are detailed in note 6, table (c) above and note 26 below.
Malcolm Campbell received a cash benefit during the year in the form of a Living Away from Home Allowance paid monthly. This benefit was provided on a tax paid basis to Mr Campbell under the term of his Executive Service Agreement.
Xuegin Du and Ian Maltman received cash benefits under the terms of their Executive Service Agreement whereby they receive this benefit on a tax paid basis to compensate for income tax levied on compensation options received. The cash benefits were paid quarterly during the financial year.
FOR THE YEAR ENDED 30 JUNE 2006
| NOTE 7: AUDITORS' REMUNERATION | Economic Entity | Parent Entity | |||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| \$ | \$ | \$ | \$ | ||
| entity for: | Remuneration of the auditor of the parent | ||||
| auditing and reviewing the financial reports |
47,000 | 47,750 | 47.000 | 47.750 | |
| Remuneration of other auditors of subsidiaries for: |
|||||
| auditing and reviewing the financial reports of subsidiaries |
2.446 | 2.446 |
NOTE 8: DIVIDENDS
No interim dividends have been declared or paid during the current financial year, nor in the previous a. financial year.
The directors are not recommending a final dividend be paid in the current financial year.
No final dividend was paid in the previous financial year.
| Economic Entity | Parent Entity | |||
|---|---|---|---|---|
| 2006 S |
2005 S |
2006 S |
2005 S |
|
| b. Balance of franking account at year end adjusted for franking credits arising from payment of provision for income tax and dividends recognised as receivables, franking debits arising from payment of proposed dividends recognised as a liability and franking credits that may be prevented from distribution in subsequent financial vears |
||||
| Impact of any proposed dividends not recognised as a liability. |
||||
FOR THE YEAR ENDED 30 JUNE 2006
| NOTE 9: EARNINGS PER SHARE | Economic Entity 2006 S |
Economic Entity 2005 S |
|---|---|---|
| a. Reconciliation of earnings to net loss | ||
| Net loss | (5,253,706) | (4,460,912) |
| Net loss attributable to outside equity interest | 1,972 | |
| Earnings used in the calculation of basic and diluted EPS | (5,253,706) | (4,458,940) |
| b. Applying AASB 133: Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS Weighted average number of options outstanding not treated as dilutive Weighted average number of ordinary shares outstanding during the year used in calculation of dilutive EPS |
65,916,002 10,572,712 65,916,002 |
62,089,414 13,471,036 62.089.414 |
NOTE 10: CASH AND CASH
| VIL IV. VMVIIMIV EQUIVALENTS |
Economic Entity | Parent Entity | ||
|---|---|---|---|---|
| 2006 \$ |
2005 \$ |
2006 \$ |
2005 \$ |
|
| Cash at bank and in hand | 2,271,951 | 5,198,307 | 2,270,123 | 5,196,864 |
| 2,271,951 | 5,198,307 | 2,270,123 | 5,196,864 | |
| Reconciliation of Cash | ||||
| Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: |
||||
| Cash and cash equivalents | 2,271,951 | 5,198,307 | 2,270,123 | 5,196,864 |
| NOTE 11: TRADE AND OTHER RECEIVABLES |
||||
| CURRENT | ||||
| Trade receivables | 41,618 | 57,120 | 29,969 | 46,079 |
| Provision for doubtful debts | (11, 649) | (11, 041) | ||
| 29,969 | 46,079 | 29,969 | 46,079 | |
| Term receivables | 37,033 | 17,612 | 37,033 | 17,612 |
| 67,002 | 63,691 | 67,002 | 63,691 |
FOR THE YEAR ENDED 30 JUNE 2006
| NOTE 12: INVENTORIES | Note | Economic Entity | Parent Entity | ||
|---|---|---|---|---|---|
| 2006 \$ |
2005 \$ |
2006 \$ |
2005 \$ |
||
| CURRENT | |||||
| At cost | |||||
| Raw materials and consumables | 247,259 | 545,215 | 243,377 | 541,571 | |
| Provision for Stock Obsolescence | (71, 519) | (88, 504) | (67, 637) | (84, 860) | |
| 175,740 | 456,711 | 175,740 | 456,711 | ||
| NOTE 13: OTHER CURRENT ASSETS |
|||||
| Prepayments | 127,127 | 110,231 | 127,127 | 110,231 | |
| 127,127 | 110,231 | 127,127 | 110,231 | ||
| NOTE 14: FINANCIAL ASSETS | |||||
| NON-CURRENT | |||||
| Unlisted investments, at cost | |||||
| Shares in controlled entities | 14a, 15 | 285,801 | 285,800 | ||
| Provision for write down to | |||||
| recoverable amount | (285, 800) | (285, 800) | |||
| 1 | |||||
| a. Unlisted investments movement during the year | |||||
| Balance at beginning of the financial year | 285,800 | ||||
| Additional investment | 1 | ||||
| Balance at the end of the financial year | 1 | 285,800 |
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 15: CONTROLLED ENTITIES
| a. Controlled Entities | Country of Incorporation |
Percentage Owned |
|||
|---|---|---|---|---|---|
| 2006 | 2005 | ||||
| \$ | \$ | ||||
| Parent Entity: | |||||
| Montec International Limited | |||||
| Subsidiaries of Montec International Limited: | |||||
| $\overline{\phantom{m}}$ | Chongqing Montec Co Limited | China | 100% | 100% | |
| Montec International (HK) Limited | Hong Kong | 100% | $\blacksquare$ |
b. Controlled Entities Acquired
On 23 March 2006 the parent entity acquired 100% of Montec International (HK) Limited for a purchase consideration of \$1. Montec International (HK) Limited had been dormant prior to, and since the date of purchase by Montec International Limited.
NOTE 16: PROPERTY, PLANT AND EQUIPMENT
| Economic Entity | Parent Entity | |||
|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | |
| Ş | \$ | \$ | \$ | |
| PLANT AND EQUIPMENT | ||||
| Plant and equipment | ||||
| At cost | 228,702 | 205,722 | 216,612 | 192,975 |
| Provision for write off plant and equipment | (2,938) | (5,737) | ||
| Accumulated depreciation | (97, 707) | (52, 825) | (88, 555) | (45, 815) |
| Total Property, Plant and Equipment | 128,057 | 147,160 | 128.057 | 147,160 |
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 16: PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
a. Movements in Carrying Amounts
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
| 2006 | Plant and Equipment \$ |
Leased Plant and Equipment \$ |
Total \$ |
|---|---|---|---|
| Economic Entity: | |||
| Balance at the beginning of year | 147,160 | 147,160 | |
| Additions | 23,638 | 23,638 | |
| Transfer asset in or out | |||
| Movement on exchange | (361) | (361) | |
| Movement on provision disposals of assets | 2,799 | 2,799 | |
| Depreciation expense | (45, 179) | (45, 179) | |
| Carrying amount at the end of year | 128,057 | 128,057 | |
| Parent Entity: | |||
| Balance at the beginning of year | 147,160 | 147,160 | |
| Additions | 23,638 | 23,638 | |
| Transfer asset in or out | |||
| Depreciation expense | (42, 741) | (42, 741) | |
| Carrying amount at the end of year | 128,057 | 128,057 |
| NOTE 17: INTANGIBLE ASSETS | Economic Entity | Parent Entity | |||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| \$ | \$ | \$ | \$ | ||
| Goodwill, at deemed cost | 250,594 | 250,594 | |||
| Impairment write down of goodwill | (250, 594) | (250, 594) | |||
| Patents and acquired rights, at cost | 3,441,704 | 3,441,704 | 3,441,704 | 3,441,704 | |
| Accumulated amortisation | (1,044,615) | (647, 871) | (1,044,615) | (647, 871) | |
| Impairment write down of patents | (1,369,356) | (1,369,356) | |||
| 1,027,733 | 2,793,833 | 1,027,733 | 2,793,833 | ||
| Total Intangible Assets | 1,027,733 | 2,793,833 | 1,027,733 | 2,793,833 |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 17: INTANGIBLE ASSETS (CONTINUED)
Impairment Disclosures - Patents and acquired rights
Patents are allocated to cash generating units which are based on the groups reporting segments. All patents recognised relate to the Australian segment. The recoverable amounts of the patents are determined based on value-in-use calculations. Value in use is calculated based on present value of cash flow projections over a 6 year period. The cash flows are discounted using the vield of 10 year government bonds at the beginning of the budget period, adjusted for a market risk premium and the company's Weighted Average Cost Capital (WACC). The following assumptions were used in the value-inuse calculations:
| Discount Rate | Growth Rate | |
|---|---|---|
| Acquired patents | 17.1% | $\overline{ }$ |
Management has based the value in use calculations on budgeted results for the acquired patents. Discount rates are pre-tax and adjusted to incorporate risks associated with the company.
No growth rate after 6 years has been factored into the calculations as the Patents expire at that future point in time.
Impairment Disclosures - Goodwill
Goodwill is allocated to cash generating units which are based on the groups reporting segments. Upon first-time adoption of A-IFRS, goodwill was reviewed for impairment on 1 July 2004 and 30 June 2005. using value-in-use calculations. The value-in-use calculations based on present value cash flow forecasts. discounted government bond vield rates (adjusted for a market risk premium and the company's WACC as used above) calculated that as at 30 June 2005 the goodwill recoverable amount was \$nil and therefore an impairment loss was recognised.
| NOTE 18: TRADE AND OTHER | ||||
|---|---|---|---|---|
| PAYABLES | Economic Entity | Parent Entity | ||
| 2006 | 2005 | 2006 | 2005 | |
| \$ | \$ | \$ | \$ | |
| CURRENT | ||||
| Unsecured liabilities | ||||
| Trade creditors | 98,195 | 61,748 | 98.195 | 61,748 |
| Sundry creditors and accrued expenses | 160,005 | 128,264 | 160,005 | 128,264 |
| Amount payable to: | ||||
| - wholly-owned subsidiaries | 3,398 | 15,487 | ||
| 258.200 | 190.012 | 261.598 | 205.499 |
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 19: SHORT-TERM PROVISIONS
| CURRENT | ||||||
|---|---|---|---|---|---|---|
| Employee benefits | 110,506 | 61,539 | 110,506 | 61,539 | ||
| Provision for management restructure | 111,854 | 111,854 | ||||
| 222,360 | 61,539 | 222,360 | 61,539 | |||
| a. Number of employees at year-end | 9 | 9 | 8 | 8 | ||
| NOTE 20: CONTRIBUTED EQUITY | Economic Entity 2006 2005 |
2006 | Parent Entity 2005 |
|||
| Note | \$ | \$ | \$ | \$ | ||
| 65,916,002 (2005: 65,916,002) fully paid ordinary shares |
20a | 15,407,680 | 15,407,680 | 15,407,680 | 15,407,680 | |
| a. Ordinary shares At the beginning of the reporting period |
15,407,680 | 9,774,178 | 15,407,680 | 9,774,178 | ||
| Share movements during the year: | ||||||
| - Conversion of 50,005 options over ordinary shares at a \$0.35 exercise price per share on 29/11/04 |
17,502 | 17,502 | ||||
| - Share placement of 7,700,000 ordinary shares at \$0.50 per share on 28/9/2004 |
3,850,000 | 3,850,000 | ||||
| - 1 st tranche of share placement of 1,923,077 ordinary shares at \$0.52 per share on 26/11/04 - 2 nd tranche of share placement of |
1,000,000 | 1,000,000 | ||||
| 1,923,077 ordinary shares at \$0.52 per share on 31/1/05 |
1,000,000 | 1,000,000 | ||||
| Transaction costs relating to share issues | (234,000) | (234,000) | ||||
| At reporting date | 15,407,680 | 15,407,680 | 15,407,680 | 15,407,680 | ||
| b. Number of ordinary shares | No. | No. | No. | No. | ||
| At the beginning of reporting period | 65,916,002 | 54,319,843 | 65,916,002 | 54,319,843 | ||
| Shares issued during the year: | ||||||
| - 28 September 2004 | 7,700,000 | 7,700,000 | ||||
| - 26 November 2004 | 1,923,077 | 1,923,077 | ||||
| - 31 January 2005 | 1,923,077 | 1,923,077 | ||||
| Options converted to ordinary shares during the year: |
||||||
| -29 November 2004 | 50,005 | 50,005 | ||||
| At reporting date | 65,916,002 | 65,916,002 | 65,916,002 | 65,916,002 |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 20: CONTRIBUTED EQUITY (CONTINUED)
The fair value ascribed to ordinary shares issued is based on the level of cash subscribed or the fair value assessed for services rendered or assets acquired with those issued shares.
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.
At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.
c. Options
- i. For information relating to the Montec International Limited employee option plan, including details of options issued, exercised and lapsed during the financial vear and the options outstanding at year end refer to Note 26.
- ii. For information relating to share options issued to directors and executives during the financial vear refer to Note 26.
At 30 June 2006, there were 10,807,326 (30 June 2005;13,665,751) unissued ordinary shares for which options were outstanding.
NOTE 21: RESERVES
a. Foreign Currency Translation Reserve
The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.
b. Option Reserve
The option reserve records items recognised as expenses on valuation of employee share options.
NOTE 22: CAPITAL AND LEASING COMMITMENTS
| Note | Economic Entity | Parent Entity | |||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| \$ | \$ | \$ | \$ | ||
| Operating Lease Commitments | |||||
| Non-cancelable operating leases contracted for but not capitalised in the financial statements |
|||||
| Payable | |||||
| - not later than 1 year | 20,708 | 20,708 | |||
| 20,708 | 20,708 |
The property lease is currently on a month to month basis, with rent payable in advance.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 23: CONTINGENT ASSETS AND LIABILITIES
Other than the contingent assets and liabilities noted in Note 30, and contingent liabilities noted below. there were no other contingent assets or contingent liabilities at 30 June 2006.
Charles Stuart Baxter
There has been a claim made against Montec International Limited in proceedings commenced by Charles Baxter against Malcolm Campbell and Montec International Limited in the Supreme Court of New South Wales.
Basis for Proceedings
The proceedings derive from Mr Baxter's claim to be entitled to shares of Montec International Limited held by Mr Campbell. The entitlement is alleged to arise under arrangements which Mr Baxter entered into with Mr Campbell prior to Montec International Limited's listing on the ASX. Under those arrangements, Mr Baxter has already received some shares in Montec International Limited from Mr Campbell, but not the entire amount that he alleges he is due.
Nature of Proceedings
Montec International Limited is the second defendant in the proceedings.
The only orders sought against Montec International Limited are conditional orders which, in the event that judgement is entered against Mr Campbell, require Montec International Limited to take the necessary steps to put into effect any order made for the transfer of shares.
As a result of this conditional nature of the orders sought against it. Montec International Limited has submitted to judgement and taken no active role in defending the proceedings on the basis that there be no costs order against it.
Since the submitting appearance was filed. Mr Campbell has continued to defend the proceedings, and has filed a cross-claim against Mr Baxter, seeking to enforce a concurrent obligation under which Mr Baxter is allegedly required to transfer shares in a separate company to Mr Campbell.
The proceedings are presently still in the interlocutory stages. On 9 August 2006, Montec International Limited was served with a subpoena from Mr Baxter, seeking documents in Montec International Limited's possession concerning, amongst other things, Mr Campbell's previous dealings with Montec International Limited. The directors believe that no liability is likely to accrue in relation to this matter.
European Patent Litigation
Option Agreement
On 5 August 2005, Montec International Limited entered into an option agreement with Mr Robert Baxter, Mr Denis Pickwell, Mr Hassan Kokab and Belland Corporation Pty Limited (Option Agreement). Mr Baxter, Mr Pickwell and Mr Kokab (the Grantors) have rights under a Settlement Agreement in relation to European patents in fourteen European countries for mono-premix technology (European Patents). The European Patents relate to the same mono-premix technology as the patents currently held by Montec International Limited for Australia and New Zealand. At the time of signing the financial report for the year ended 30 June 2005 the expenditure incurred was not considered material and therefore no disclosure as a subsequent event was deemed necessary at that time.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 23: CONTINGENT LIABILITIES (CONTINUED)
Pursuant to the Option Agreement:
- . The Grantors and Belland Corporation have agreed with Montec International Limited to enforce their rights to an assignment of the European Patents with a view to requiring the present patent holder to assign the European Patents to Belland Corporation;
- . The Grantors and Belland Corporation grant Montec International Limited an option to take an assignment of the Patents. The consideration for the grant of the option is the payment by Montec International Limited of the amount of AUD\$25,004 and the indemnification of the Grantors by Montec International Limited in respect of certain legal and other costs;
- $\blacksquare$ On the exercise of the option by Montec International Limited, Belland Corporation and Montec International Limited (or a nominee of Montec International Limited) will execute a Patent Assignment Agreement pursuant to which Belland Corporation will assign to Montec International Limited (or its nominee) its interest in the European Patents. The purchase price of the European Patents is AUD\$3,000,000 less certain legal and other costs. The purchase price will be payable partly by way of shares in Montec International Limited and partly by way of cash. Shares issued in settlement will be valued at not less than \$0.50 per share under the arrangement.
Enforcement of rights
On 9 August 2005, Mr Baxter exercised (by notice) his rights to the European Patents under the Settlement Agreement (the other Grantors have assigned their rights under the Settlement Agreement to Mr Baxter). However, in breach of the Settlement Agreement and contrary to the notice given by Mr Baxter, Associated Food Technology Pty Limited (AFT) (the patentee of the European Patents) failed to assign the European Patents to Belland Corporation and purported to assign the European Patents to an American company, Coolham Holdings Inc.
Subsequently, Mr Baxter and Belland Corporation commenced proceedings against AFT, AFI Management Pty Limited (AFIM) and Coolham in the Supreme Court of New South Wales seeking, among other things, a declaration that Belland Corporation is entitled to the European Patents and that AFT should forthwith assign the European Patents to Belland Corporation. These proceedings are continuing. Pursuant to the Option Agreement, Montec International Limited is indemnifying Mr Baxter in respect of the legal costs he incurs in the proceedings.
Cross-Claim
On 20 July 2006, AFT and AFIM brought a Cross-Claim against Mr Malcolm Campbell, Montec International Limited and Mr Baxter. The Cross-Claim alleges that Mr Campbell, on his own behalf and on behalf of Montec International Limited, conspired with Robert Mervyn Baxter wrongfully with the sole or predominant intention of injuring AFT and AFIM and causing loss to AFT and AFIM by interfering with the business relationship between AFT and Coolham Holdings inc, including interfering with a purported assignment by AFT to Coolham of the European Patents.
Outlook
Montec International Limited understands that, if the case proceeds to a final hearing, it will not be heard and determined before the end of 2007. Montec International Limited believes that Mr Baxter and Belland Corporation's claim is reasonably arguable and that the Cross-Claimants' conspiracy claim has only a remote prospect of success. Other than in respect of legal costs, the directors believe that it is not possible to quantify any likely liability at this stage.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 24: SEGMENT REPORTING
| Australia | China | Eliminations Economic | Entity | |
|---|---|---|---|---|
| Primary reporting - Geographic segments 2006 |
\$ | \$ | S | \$ |
| REVENUE | ||||
| External sales | 278,190 | 327,273 | 605,463 | |
| Other segments | ||||
| Total sales revenue | 278,190 | 327,273 | 605,463 | |
| Unallocated revenue | 201,780 | |||
| Total revenue from ordinary activities | 807,243 | |||
| SEGMENT RESULT | ||||
| Expenses | $(3,556,254)$ $(2,504,695)$ | $- (6,060,949)$ | ||
| Loss from ordinary activities before income tax expense | (5,253,706) | |||
| Income tax expense | ||||
| Loss from ordinary activities after income tax expense | (5,253,706) | |||
| ASSETS | ||||
| Segment assets | 2,920,143 | 880,865 | (3,398) | 3,797,610 |
| Total assets | 2,920,143 | 880,865 | (3, 398) | 3,797,610 |
| LIABILITIES | ||||
| Segment liabilities | 471,958 | (3,398) | 468,560 | |
| Total liabilities | 471,958 | ۰ | (3,398) | 468,560 |
| OTHER | ||||
| Acquisitions of non current segment assets | 317 | 23,321 | 23,638 | |
| Depreciation and amortisation of segment assets | 226,027 | 215,895 | 441,922 |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 24: SEGMENT REPORTING (CONTINUED)
| Australia | China | Eliminations | Economic Entity |
|
|---|---|---|---|---|
| Primary reporting - Geographic segments 2005 |
\$ | \$ | \$ | \$ |
| REVENUE | ||||
| External sales | 276,451 | 112,872 | 389,323 | |
| Other segments | ||||
| Total sales revenue | 276,451 | 112,872 | 389,323 | |
| Unallocated revenue | 242,723 | |||
| Total revenue from ordinary activities | 632,046 | |||
| SEGMENT RESULT | ||||
| Expenses | $(2,313,205)$ $(2,779,753)$ | $- (5,092,958)$ | ||
| Loss from ordinary activities before income tax expense | (4,460,912) | |||
| Income tax expense | ||||
| Loss from ordinary activities after income tax expense | (4,460,912) | |||
| ASSETS | ||||
| Segment assets | 8,111,325 | 674,095 | (15, 487) | 8,769,933 |
| Total assets | 8,111,325 | 674,095 | (15, 487) | 8,769,933 |
| LIABILITIES | ||||
| Segment liabilities | 250,480 | 16,558 | (15, 487) | 251,551 |
| Total liabilities | 250,480 | 16,558 | (15, 487) | 251,551 |
| OTHER | ||||
| Acquisitions of non current segment assets | 11,884 | 79,940 | 91,824 | |
| Depreciation and amortisation of segment assets | (482, 103) | (100, 782) | (582, 885) |
Primary reporting - Geographical segments
Accounting Policies
Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists.
Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories, intangibles and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of accounts payable, employee entitlements, accrued expenses, provisions and borrowings.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 24: SEGMENT REPORTING (CONTINUED)
Inter-segment Transfers
Segment revenues, expenses and result include transfers between segments. The prices charged on inter-seament transactions are the same as those charged for similar goods to parties outside of the economic entity at an arm's length. These transfers are eliminated on consolidation.
Secondary Reporting - Business Segments
Montec International has only one line of business, that being the sale and marketing of monounsaturated dairy technology.
Impairment Loss
An impairment loss amounting to \$1,369,356 relating to acquired rights within the Australian segment was recognised as an expense for the year ended 30 June 2006.
NOTE 25: CASH FLOW INFORMATION
| Economic Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2006 | 2005 \$ |
2006 | 2005 \$ |
||
| a. Reconciliation of Cash Flow from Operations with loss from Ordinary Activities after Income Tax |
|||||
| Loss from ordinary activities after income tax |
(5,253,706) | (4,460,912) | (5,247,726) | (4, 525, 749) | |
| Non-cash flows in loss from ordinary activities |
|||||
| Amortisation | 396,743 | 548,901 | 396,743 | 536,296 | |
| Depreciation | 45,179 | 33,984 | 42,741 | 31,559 | |
| Write-off of certain Acquired Rights | 959,422 | 959,422 | |||
| Impairment write down patents | 1,369,356 | 1,369,356 | |||
| Staff share option expenses | 58,099 | 58,098 | 58,099 | 58,098 | |
| Impairment write down investment | - | 285,800 | |||
| Impairment write down goodwill | 226,634 | ||||
| Impairment write down net asset of subsidiary |
(9, 870) | 12,284 | |||
| Other non cash items | 3,058 | 415 | 1 | 415 | |
| Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries |
|||||
| Decrease/(increase) in trade and other receivables |
23,409 | 81,999 | (3,311) | 108,780 | |
| Decrease/(increase) in prepayments | (16,080) | 169,423 | (16, 896) | 157,247 | |
| Decrease/(increase) in inventories | 280,733 | (47, 454) | 280,971 | (51, 473) | |
| Increase/(decrease) in trade creditors and accruals |
39,541 | (25, 480) | 56,099 | (3,752) | |
| Increase/(decrease) in provisions | 160,821 | 35,616 | 160,821 | 35,616 | |
| Cash flow from operations | (2,902,717) | (2,407,070) | (2,903,102) | (2,407,741) |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 25: CASH FLOW INFORMATION (CONTINUED)
| Economic Entity | Parent Entity | |||
|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | |
| b. Acquisition of Entities During the current year 100% of the controlled entity Montec International (HK) Limited was acquired. Details of this transaction are: |
\$ | \$ | \$ | \$ |
| Purchase consideration | 1 | 4,195 | 1 | 4,195 |
| Cash consideration | 1 | 4,195 | 1 | 4,195 |
| Cash (outflow)/inflow | (1) | (4, 195) | (1) | (4, 195) |
| Assets and liabilities held at acquisition date: |
||||
| Cash | 1 | 1 | ||
| Receivables | 6,874 | 6,874 | ||
| Inventories | 547 | 547 | ||
| Property, plant and equipment | 762 | 762 | ||
| Creditors | (2,484) | (2,484) | ||
| Goodwill/(Discount) on consolidation | (1,504) | (1,504) | ||
| Minority interests in acquisitions | ||||
| During the prior year the remaining 15% of the controlled entity Chongqing Montec Co Limited was acquired. |
1 | 4,195 | 1 | 4,195 |
| a, Nan anah Eingnaing and Increating |
c. Non-cash Financing and Investing Activities
i.Share issues
There were no non cash financing or investing activities undertaken during the financial year ended 30 June 2006.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 26: EMPLOYEE BENEFITS
Employee Share Option Arrangements
i. On 28 July 2005, 700,000 share options were granted to an executive to take up ordinary shares at an exercise price of \$0.50 per share in accordance with an Executive's Service Agreement. These options are exercisable on or before 30 June 2008. The options have no voting or dividend rights.
ii. On 28 July 2005, 700,000 share options were granted to an executive to take up ordinary shares at an exercise price of \$0.50 per share in accordance with an Executive's Service Agreement. These options are exercisable on or before 30 June 2008. The options have no voting or dividend rights.
iii. On 23 July 2005, 24,000 employee share options were granted to staff to take up ordinary shares at an exercise price of \$0.50 per share in accordance with the company's Employee Share Option Plan. The options are exercisable on or before 30 June 2008. The options have no voting or dividend rights.
iv. On 18 November 2005, 30,000 employee share options were granted to staff to take up ordinary shares at an exercise price of \$0.50 per share in accordance with the company's Employee Share Option Plan. The options are exercisable on or before 30 June 2008. The options have no voting or dividend rights.
The closing share market price of an ordinary share of Montec International Limited on the Australian Stock Exchange at 30 June 2006 was \$0.22 (30 June 2005: \$0.39).
| Economic Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| No. | No. | No. | No. | ||
| a. follows: |
Movement in the number of share options held by employees are as |
||||
| Opening balance | 1.134.000 | 436.667 | 1,134,000 | 436,667 | |
| Granted during the year | 1,454,000 | 745,333 | 1,454,000 | 745,333 | |
| Exercised during the year | |||||
| Lapsed during the year | 48,000 | 48,000 | |||
| Closing Balance | 2,588,000 | 1,134,000 | 2,588,000 | 1,134,000 |
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 26: EMPLOYEE BENEFITS (CONTINUED)
| Economic Entity | Parent Entity | ||||||
|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||||
| No. | No. | No. | No. | ||||
| b. | Details of share options outstanding as at end of year: |
||||||
| Grant Date |
Expiry and Exercise Date |
Exercise Price |
|||||
| 19/8/2004 | 1/7/07 | \$0.56 | 24,000 | 24,000 | 24,000 | 24,000 | |
| 16/9/2004 | 1/7/06 | \$0.50 | 168,333 | 168,333 | 168,333 | 168,333 | |
| 16/9/2004 | 1/7/07 | \$0.50 | 505,000 | 505,000 | 505,000 | 505,000 | |
| 12/11/2003 | 1/7/07 | \$0.50 | 100,000 | 100,000 | 100.000 | 100,000 | |
| 30/11/2003 to 30/6/2004 |
1/7/06 | \$0.50 | 336,667 | 336,667 | 336,667 | 336,667 | |
| 23/7/2005 | 1/7/08 | \$0.50 | 24,000 | $\overline{\phantom{a}}$ | 24,000 | ||
| 28/7/2005 | 1/7/08 | \$0.50 | 1,400,000 | ٠ | 1,400,000 | ||
| 18/11/2005 | 1/7/08 | \$0.50 | 30,000 | $\overline{\phantom{a}}$ | 30,000 | ||
| 2,588,000 | 1,134,000 | 2,588,000 | 1,134,000 | ||||
Details of Shares Granted c.
There were no shares granted to employees as remuneration in the financial year ended 30 June 2006 $(2005: \n ni \n or \n a \n a \n b \n c \n b \n c \n c \n d \n b \n c \n d \n d \n e \n d \n b \n c \n c \n d \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n c \n e \n$
NOTE 27: EVENTS SUBSEQUENT TO REPORTING DATE
Other than the subsequent event noted in Note 30 and those noted below, there were no other material events subsequent to reporting date.
Cessation of Managing Director's Employment
The board of Montec International Limited resolved not to reappoint Malcolm Campbell to a future term as Managing Director of the Company. They further resolved that it would be in the best interest of the Company to end the current contract appointing Malcolm Campbell as Managing Director. The cessation of Matcolm Campbell's employment occurred on 28 July 2006 by mutual agreement.
Peter Herd was appointed by the board on 28 July 2006 to the act as temporary Managing Director until a suitable replacement can be engaged.
Appointment of Roger McGrath as an Alternate Director
The board of Montec International Limited resolved to appoint Mr Roger McGrath as an Alternate Director of the Company for Mr Lin Yuansheng, effective 19 July 2006.
Mr McGrath was previously a Director of KPMG and brings to the Board over 40 years of experience.
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 28: RELATED PARTY TRANSACTIONS
| Economic Entity | Parent Entity | |||||
|---|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | |||
| Transactions between related parties are on normal commercial terms and conditions no more favorable than those available to other parties unless otherwise stated. |
\$ | \$ | \$ | \$ | ||
| Transactions with related parties: | ||||||
| i. Controlled entities | ||||||
| The inter-company position with Chongqing Montec Co Ltd is as follows: |
||||||
| - inter-company payable | 3,398 | 15,487 | ||||
| The outstanding loan has been eliminated on consolidation. |
||||||
| There were no inter-company receivables or payables with respect to Montec International (HK) Limited. |
||||||
| ii. Director-related Entities No transactions with director related entities occurred in the year ended 30 June 2006. |
||||||
| iii. Directors The following related party transactions with directors of Montec International Limited occurred during the financial year ended 30 June 2006: |
||||||
| Consulting fees payable to Lin Yuansheng for strategic advice and marketing services related to china expansion. |
8,000 | 8,000 | ||||
| The following related party transactions with directors of Montec International Limited or controlled entities occurred during the financial year ended 30 June 2005: |
||||||
| a payment of \$4,195 was made to Dr Du as consideration for the purchase of 5% of Chongqing Montec Co Ltd. |
4,195 | 4,195 | ||||
| the issue of 100,000 Montec International Limited options exercisable at \$0.55 per share and expiring on 30 June 2006 was made as consideration for 10% of Chongging Montec Co Limited to Dr Weiyuan Wang, a director of that entity. The implied value of this consideration was \$8,390 applying the Black Scholes option valuation methodology. |
8,390 | 8,390 | ||||
| A payment to Peter Herd for consulting services related to arrangements with Dairy Farmers. |
20,000 | 20,000 | ||||
| Consulting fees payable to Lin Yuansheng for | ||||||
| strategic advice and marketing services related to China expansion. |
12,903 | 12,903 |
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 28: RELATED PARTY TRANSACTIONS (CONTINUED)
| Economic Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| \$ | \$ | \$ | \$ | ||
| iv. Share Transactions of Directors | |||||
| No share transactions of directors occurred during the financial year ended 30 June 2006. |
|||||
| No share transactions of directors occurred during the financial year ended 30 June 2005, other than the following: |
|||||
| The purchase by BAIC Australia Pty Limited, of which Mr Lin Yuansheng is a director, of fully paid ordinary shares in Montec International Limited in accordance with a placement agreement dated 22 nd October 2004. At the time of the share subscription, Mr Lin Yuansheng was not a director of Montec International Limited. |
2,000,000 | 2,000,000 | |||
| Malcolm Campbell sold 15,000 ordinary shares in the company that had been acquired on market in the prior financial year. |
7,500 | 7,500 |
NOTE 29: FINANCIAL INSTRUMENTS
a. Interest Rate Risk
The economic entity's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:
| Fixed Interest Rate Maturing | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted Average Rate |
Effective Interest Floating Interest Within Year 1 Rate |
To 5 Years | Over 5 Years | Non-interest Bearing |
Total | ||||||||||
| \$000 | \$000 | \$000 | \$000 | \$000 | \$000 | ||||||||||
| 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 2005 | 2006 | 2005 | 2006 | 2005 | |||
| Financial Assets: | |||||||||||||||
| Cash | 5.65% | $5.22\%$ | 2,272 | 5,198 | $\tilde{\phantom{a}}$ | $\cdot$ | $\cdot$ | $\mathbf{r}$ | 2,272 | 5,198 | |||||
| Financial Liabilities: Lease liabilities |
All other assets and liabilities are non-interest bearing.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 29: FINANCIAL INSTRUMENTS (CONTINUED)
b. Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts of those assets, as disclosed in the statement of financial position and notes to the financial statements.
Credit risk for derivative financial instruments arises from the potential failure by counterparties to the contract to meet their obligations. The Company has no exposure to forward exchange contracts or interest rate swaps, nor other forms of derivative financial instruments.
Except for the following concentrations of credit risks, the economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the economic entity.
c. Net Fair Values
The net fair values of unlisted investments where there is no organised financial market, the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment. For other assets and other liabilities the net fair value approximates their carrying value.
d. Derivatives
The economic entity has not participated in the use of any derivative financial instruments during the vear.
NOTE 30: CHINA BUSINESS STRUCTURE
The Company's business activities in China have necessitated dealing with a local company (counterparty) domiciled in China. This arrangement has been required as the Company does not have the relevant business license or tax status to effectively conduct business as a principal in the country.
The Company has therefore conducted business in a manner whereby the China domiciled counterparty incurred expenses in relation to advertising and marketing support, and related administrative expenses including salaries of counterparty staff, which the Company agreed to be charged for by the counterparty. The Company remitted funds in advance (under loan agreement) with all approved charges deducted from the loan balance. This expenditure was to support the marketing of finished products purchased, owned and traded by the counterparty that were in-turn manufactured with input of certain raw materials sourced from Montec including the Company's proprietary premix for which it charged the counterparty a royalty. The Company did also derive income from the sale of cream recovered by the counterparty through its contracting of product manufacture. Based on these arrangements the Company did not generally enter into agreements with processors to manufacture stock on the Company's behalf, or into arrangements with supermarkets to sell stock. This was to be completed by the engaged counterparty. In the case of Beijing Sanyuan Foods a direct agreement was entered into in June 2005 to express the special relationship with this party, which is also a substantial shareholder in the Company. However, the transactions regarding processing and trading arrangements were contracted with the counterparty in the usual manner
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 30: CHINA BUSINESS STRUCTURE (CONTINUED)
Subsequent to year end, an ongoing and yet incomplete review, has shown that differences exist between the information Montec historically relied upon for financial reporting and the historical financial records of the counterparty recently provided to the Company at the Company's request.
Review of this information subsequently provided by the counterparty indicates that the counterparty believed that the arrangement was that it was not acting on its own behalf, but on behalf of the Company, by producing inventory and selling this onto customers at a margin.
The Company has reviewed all agreements it understands to be in place with the counterparty and is satisfied that its understanding of the arrangements in place between the Company and the counterparty. as described above and as accounted for by the Company, correctly reflect the Company's rights and obligations under these agreements.
While the inconsistencies require further investigation the counterparty has confirmed that the net prepaid balance the Company understands to be available as at 30 June 2006 is consistent with that reflected in the Company's accounts.
The Company does not believe that the implications of any irregularities will be material to the historical financial information previously reported. However, further investigation may result in either a claim made by the Company or against the Company or a combination of these outcomes. However, at this stage of the review it is not possible to reliably estimate whether any such actions will arise or the likely amounts of any such contingent assets or liabilities. The results of the Company's further investigation will be made available to its shareholders as this information becomes available and any monies found to be outstanding on account of the Company will be aggressively pursued by the Company.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2006
NOTE 31: COMPANY DETAILS
The registered office of the Company is:
Montec International Limited C/O Australian Company Secretaries Pty Ltd Level 5, 255 George St Sydney NSW 2000 Australia
The principal places of business are:
Montec International Limited Sydney, Australia Level 6, 55 York Street Sydney NSW 2000
Qingdao, China Room 7A2, Shum Yip Centre B, No.9 Shandong Road Qingdao PRC 266071
Beijing China Room 3002, Building No.1, 88 Jian Guo Road, Beijing PRC 100025
Shanghai China Room 407, Building No.2, 500 Cao Bao Road, Shanghai PRC 200233
Chongqing Montec Co Limited Chongging, China Suite 214, No 106 Keyuan 3rd Hi-tech Industrial Development Zone Chongqing PRC 400039
DIRECTORS' DECLARATION
The directors of the Company declare that:
-
- The financial statements and notes, as set out on pages 13 to 58 are in accordance with the Corporations Act 2001 and:
- comply with Accounting Standards and the Corporations Regulations 2001; and a.
- give a true and fair view of the financial position as at 30 June 2006 and of the performance for b. the year ended on that date of the Company and economic entity;
-
- The Chief Executive Officer and Chief Financial Officer have each declared that:
- the financial records of the company for the financial year have been properly maintained in а. accordance with section 286 of the Corporations Act 2001;
- the financial statements and notes for the financial year comply with the Accounting Standards; $b.$ and
- c. the financial statements and notes for the financial year give a true and fair view.
-
- In the directors' opinion 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 Board of Directors.
Terry Cuthbertson Chairman Dated this 29th day of September 2006
DK 6
Peter Herd Managing Director
AUDITOR'S INDEPENDENCE DECLARATION TO THE DIRECTORS OF MONTEC INTERNATIONAL LIMITED
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Montec International Limited for the year ended 30 June 2006, I declare that, to the best of my knowledge and belief, there have been:
- $(a)$ no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- $\langle \mathbf{b} \rangle$ no contraventions of any applicable code of professional conduct in relation to the audit.
Canot That NSU
GRANT THORNTON NSW Chartered Accountants
M A ADAM-SMITH Partner
Sydney
29 September 2006
Level 17, 383 Kent Street Sydney NSW 2000
PO Locked Bag Q800 QVB Post Office Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au
Grant Thomton NSW ABN 25 034 787 757
Liability limited by a scheme approved under Professional Standards Legislation
An independent New South Wales partnership entitled to frade under the international name Grant Thornton. Grant Thornton is a trademark owned by Grant Thornton International and used under licence by independent firms and entities throughout the world
INDEPENDENT AUDIT REPORT TO THE MEMBERS OF MONTEC INTERNATIONAL LIMITED
Scope
The financial report and directors' responsibility
The financial report comprises the statement of balance sheet, income statement, statement of changes in equity, cash flow statement, accompanying notes to the financial statements, and the directors' declaration for both Montec International Limited (the company) and the company and its controlled entities (the consolidated entity), for the year ended 30 June 2006. The consolidated entity comprises both the company and the entities it controlled during that year.
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 judgment, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee 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, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their 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.
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.
Level 17, 383 Kent Street Sydney NSW 2000
PQ Locked Bag Q800 QVB Post Office Sydney NSW 1230 +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au
Grant Thornton NSW ABN 25 034 787 757
Liability limited by a scheme approved under Professional Standards Legislation
An independent New South Wales partnership entitled to trade under the international name Grant Thornton. Grant Thornton is a trademark owned by Grant Thornton totemational and used under licence by independent firms and entities throughout the world
Grant Thornton 零
INDEPENDENT AUDIT REPORT TO THE MEMBERS OF MONTEC INTERNATIONAL LIMITED (cont)
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
Audit opinion
In our opinion, the financial report of Montec International Limited is in accordance with:
- (a) the Corporations Act 2001, including:
- $(i)$ giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2006 and of their performance for the year ended on that date; and
- $\langle \textbf{ii} \rangle$ complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
- (b) other mandatory financial reporting requirements in Australia.
GRANT THORNTON NSW Chartered Accountants
M A ADAM-SMITH Partner
Sydney
29 September 2006