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QUESTE COMMUNICATIONS LIMITED — Annual Report 2011
Aug 31, 2011
65653_rns_2011-08-31_2b8fb4b2-c278-4b27-82a6-f58b709dc760.pdf
Annual Report
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FULL YEAR REPORT:
ASX Appendix 4E Preliminary Final Report Directors’ Report Auditors' Independence Declaration Financial Report Audit Report
30 June 2011
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ASX Code: QUE
Queste Communications Limited A.B.N. 58 081 688 164
PRINCIPAL & REGISTERED OFFICE:
Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia 6000 Local T | 1300 762 678 T | (08) 9214 9777 F | (08) 9322 1515 E | [email protected] W | www.queste.com.au
SHARE REGISTRY:
Advanced Share Registry Limited Suite 2, 150 Stirling Highway Nedlands, Western Australia 6009 PO Box 1156, Nedlands, WA 6909
T | (08) 9389 8033 F | (08) 9389 7871 E | [email protected] W | www.advancedshare.com.au
Level 6, 225 Clarence Street Sydney, New South Wales 2000 PO Box Q1736, Queen Victoria Building, NSW 1230 T | (02) 8096 3502
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
| CONTENTS | CORPORATE DIRECTORY | CORPORATE DIRECTORY | CORPORATE DIRECTORY | |
|---|---|---|---|---|
| BOARD | ||||
| Overview to the Market | 2 | Farooq Khan (Chairman |
& | Managing Director) |
| Simon Cato | (Director) | |||
| Directors’ Report | 4 | Azhar Chaudhri | (Director) | |
| Yaqoob Khan | (Director) | |||
| Auditor’s Independence Declaration | 16 | |||
| COMPANY SECRETARY | ||||
| Consolidated Statement of | 17 | Victor Ho | ||
| Comprehensive Income | ||||
| Consolidated Statement of | 18 | PRINCIPAL & REGISTERED OFFICE | ||
| Financial Position | Level 14, The Forrest Centre | |||
| 221 St Georges Terrace | ||||
| Consolidated Statement of | 19 | Perth Western Australia 6000 | ||
| Changes in Equity | ||||
| Telephone: | (08) 9214 9777 | |||
| Consolidated Statement of Cash Flows | 20 | Facsimile: | (08) 9322 1515 | |
| Email: | [email protected] | |||
| Notes to the Consolidated Financial | 21 | Website: | www.queste.com.au | |
| Statements | ||||
| Directors’ Declaration | 44 | STOCK EXCHANGE | ||
| Australian Securities Exchange | ||||
| Independent Audit Report | 45 | Perth, Western Australia | ||
| Securities Information | 47 | ASX CODE | ||
| QUE | ||||
| SHARE REGISTRY | ||||
| Advanced Share Registry Services | ||||
| Suite 2, 150 Stirling Highway | ||||
| www.queste.com.au | Nedlands Western Australia | 6009 | ||
| Telephone: | (08) 9389 8033 | |||
| Visit our website for: | Facsimile: | (08) 9389 7871 | ||
| Latest News |
||||
| Market Announcements |
Level 6, 225 Clarence Street | |||
| Financial Reports |
Sydney New South Wales | 2000 | ||
| Telephone: | (02) 8096 3502 | |||
| Register your email with us to | Email: [email protected] |
|||
| receive latest Company | Website: www.advancedshare.com.au |
|||
| announcements and releases | ||||
| AUDITORS | ||||
| EMAIL US AT: | BDO Audit (WA) Pty Ltd | |||
| 38 Station Street | ||||
| [email protected] | Subiaco, Western Australia | 6008 | ||
| Telephone: | (08) 6382 4600 | |||
| Facsimile: | (08) 6382 4601 | |||
| Website: | www.bdo.com.au |
FULL YEAR REPORT | 1
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
OVERVIEW TO THE MARKET
Current Reporting Period: Financial year ended 30 June 2011 Previous Corresponding Period: Financial year ended 30 June 2010 Balance Date: 30 June 2011 Company: Queste Communications Ltd ( Queste or QUE ) Consolidated Entity:
Queste and controlled entities, being Orion Equities Limited (ACN 000 742 843) ( Orion or OEQ ) and controlled entities of Orion.
OVERVIEW OF RESULTS
| CONSOLIDATED | 2011 2010 % Change Up/ |
|---|---|
| $ $ Down |
|
| Total revenues Total expenses Profit/(Loss) before tax Income tax benefit/(expense) Profit/(Loss) from continuing operations Net profit/(loss) attributable to non controlling interest Profit/(Loss) after tax attributable to owners of the Company Basic earnings/(loss) per share (cents) Diluted earnings/(loss) per share (cents) Undiluted NTA backing per share (cents) Diluted NTA Backing per share (cents) |
1,226,091 4,798,785 74% Down (4,183,538) (4,743,171) 12% Down |
| (2,957,447) 55,614 5418% Down (82,211) 694,440 112% Down |
|
| (3,039,658) 750,054 505% Down (1,386,384) 578,521 140% Down |
|
| (1,653,274) 171,533 1064% Down |
|
| (5.5) 0.6 1064% Down (3.4) 0.4 1064% Down 36 40 11% Down 30 32 8% Down |
BRIEF EXPLANATION OF RESULTS
The Consolidated Entity’s results incorporates the results of controlled entity, ASX listed investment company, Orion Equities Limited ( Orion or OEQ ).
At the Consolidated Entity level:
Revenues include:
-
(1) $500,186 net gain on sale of investments (2010: $873,554 loss)
-
(2) $450,027 income from sale of olive oils (2010: $1,200,987);
-
(3) $181,205 share of Associate entity’s profit (net of dividends received from Associate of $445,089) (2010: $874,850 net of dividends received from Associate of $445,089); and
-
(4) $15,332 dividend income (2010: $14,060).
Expenses include:
-
(1) $1,997,098 net loss in fair value in investments (2010: $2,572,398 gain);
-
(2) $846,501 personnel expenses (2010: $932,525);
-
(3) $601,024 olive grove and oils operations (which does not include revaluation and depreciation expenses) (June 2010: $1,023,130); and
-
(4) $201,041 olive grove and oils operation’s revaluation and depreciation expenses (June 2010: $450,883).
FULL YEAR REPORT | 2
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
OVERVIEW FOR TO THE MARKET
The principal components of the $1,997,098 net loss in fair value in securities are:
-
(a) $2.51 million unrealised loss on Orion’s investment in ASX listed Strike Resources Limited (SRK), which declined in value from 50 cents to 24.5 cents during the financial year;
-
(b) $1.5 million unrealised gain on Orion’s investment in ASX listed Alara Resources Limited (AUQ), which increased in value from 8.7 cents to 36.5 cents during the financial year; and
-
(c) $1 million reversal of net unrealised gain on Orion’s share investments sold (and unlisted options in SRK exercised) during the financial year.
DIVIDENDS
The Directors have not declared a dividend in respect of the financial year ended 30 June 2011.
CONTROLLED ENTITIES and ASSOCIATE ENTITIES
The Consolidated Entity did not gain or cease control of any entities during the year.
Orion has accounted for the following share investment at Balance Date as investments in an Associate entity (on an equity accounting basis):
- (1) 28.256% interest in ASX listed Bentley Capital Limited (ACN 008 108 218) ( BEL ) (30 June 2010: 28.488%).
The Company also has a 2.398% interest in BEL (30 June 2010: 2.417%).
Accordingly, the Consolidated Entity has a total 30.654% interest in BEL (30 June 2010: 30.905%).
COMMENTARY ON RESULTS AND OTHER SIGNIFICANT INFORMATION
Please refer to the attached Directors’ Report and Financial Report for further information on a review of the Consolidated Entity’s operations and the financial position and performance of the Consolidated Entity and Company for the year ended 30 June 2011.
ANNUAL GENERAL MEETING
Pursuant to the ASX Listing Rules, the Company gives notice that its 2011 Annual General Meeting (AGM) will be held at The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia on Friday, 4 November 2011.
For and on behalf of the Directors,
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Date: 31 August 2011
Email: [email protected]
Victor Ho Company Secretary Telephone: (08) 9214 9777
FULL YEAR REPORT | 3
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
The Directors present their report on Queste Communications Ltd ( Company or Queste ) and its controlled entities (the Consolidated Entity ) for the financial year ended 30 June 2011 ( Balance Date ).
Queste is a public company limited by shares that is incorporated and domiciled in Western Australia and has been listed on the Australian Securities Exchange ( ASX ) since November 1998.
The Consolidated Entity’s results incorporates the results of controlled entity, ASX listed investment company, Orion Equities Limited ( Orion or OEQ ). The Company has a 51% shareholding interest in Orion (30 June 2010: 48%).
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was the management of its assets.
The principal activities of controlled entity, Orion, during the financial year were the management of its investments, including investments in listed and unlisted securities, real estate held for development and resale, an olive grove and the ultra premium ‘Dandaragan Estate’ Olive Oil operation.
OPERATING RESULTS
| CONSOLIDATED ENTITY | 2011 2010 |
|---|---|
| $ $ |
|
| Total revenues Total expenses Profit/(Loss) before tax Income tax benefit/(expense) Profit/(Loss) for the year Net profit/(loss) attributable to non controlling interest Profit/(Loss) after tax attributable to owners of the Company Basic earnings/(loss) per share (cents) Diluted earnings/(loss) per share (cents) |
1,226,091 4,798,785 (4,183,538) (4,743,171) |
| (2,957,447) 55,614 (82,211) 694,440 (3,039,658) 750,054 |
|
| 1,386,384 578,521 |
|
| (1,653,274) 171,533 |
|
| (5.5) 0.6 (3.4) 0.4 |
At the Consolidated Entity level:
Revenues include:
-
(1) $500,186 net gain on sale of investments (2010: $873,554 loss)
-
(2) $450,027 income from sale of olive oils (2010: $1,200,987);
-
(5) $181,205 share of Associate entity’s profit (net of dividends received from Associate of $445,089) (2010: $874,850 net of dividends received from Associate of $445,089); and
-
(3) $15,332 dividend income (2010: $14,060).
Expenses include:
-
(1) $1,997,098 net loss in fair value in investments (2010: $2,572,398 gain);
-
(2) $846,501 personnel expenses (2010: $932,525);
-
(3) $601,024 olive grove and oils operations (which does not include revaluation and depreciation expenses) (June 2010: $1,023,130); and
-
(4) $201,041 olive grove and oils operation’s revaluation and depreciation expenses (June 2010: $450,883).
FULL YEAR REPORT | 4
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
The principal components of the $1,997,098 net loss in fair value in securities are:
-
(a) $2.51 million unrealised loss on Orion’s investment in ASX listed Strike Resources Limited (SRK), which declined in value from 50 cents to 24.5 cents during the financial year;
-
(b) $1.5 million unrealised gain on Orion’s investment in ASX listed Alara Resources Limited (AUQ), which increased in value from 8.7 cents to 36.5 cents during the financial year; and
-
(c) $1 million reversal of net unrealised gain on Orion’s share investments sold (and unlisted options in SRK exercised) during the financial year.
EARNINGS/(LOSS) PER SHARE
| CONSOLIDATED ENTITY | 2011 2010 |
|---|---|
| Basic earnings/(loss) per share (cents) Diluted earnings/(loss) per share (cents) Weighted average number of fully paid ordinary shares in the Company outstanding during the year used in the calculation of basic earnings per share Weighted average number of fully paid ordinary shares in the Company outstanding during the year used in the calculation of diluted earnings per share |
(5.52) 0.57 (3.42) 0.35 29,927,379 29,927,379 |
| 48,404,879 48,404,879 |
The Company’s 20,000,000 partly paid ordinary shares, to the extent that they have been paid (1.5225 cent per share), have been included in the determination of the basic earnings per share.
DIVIDENDS
The Directors have not declared a dividend in respect of the financial year ended 30 June 2011.
FINANCIAL POSITION
| CONSOLIDATED ENTITY | 2011 $ 2010 $ |
|---|---|
| Cash Current investments - equities Investments - listed Associate entities Inventory Receivables Intangibles Deferred tax assets Other assets Total Assets Tax liabilities (current and deferred) Other payables and liabilities Net Assets Issued capital Reserves Non- controlling interests Retained earnings Total Equity |
1,684,644 2,585,981 6,475,856 8,629,841 7,571,638 7,835,522 2,799,430 2,119,400 94,025 211,577 782,058 884,683 1,165,888 2,102,191 1,811,166 2,169,180 |
| 22,384,705 26,538,375 (1,165,888) (2,102,191) (819,716) (585,917) 20,399,101 **23,850,267 ** |
|
| 6,192,427 6,192,427 2,351,465 2,431,707 8,913,462 10,961,550 2,941,747 4,264,583 |
|
| 20,399,101 **23,850,267 ** |
FULL YEAR REPORT | 5
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
SECURITIES IN THE COMPANY
At Balance Date and the date of this report, the Company has the following securities on issue:
-
(i) 28,404,879 listed fully paid ordinary shares; and
-
(ii) 20,000,000 unlisted partly paid ordinary shares, each paid to 1.5225 cent with 18.4775 cents per partly paid ordinary share outstanding (or $3,695,000 in total).
There were no securities issued or granted by the Company during or since the financial year.
The terms of issue of the partly paid shares are disclosed in the Prospectus for the initial public offering of shares in the Company dated 6 August 1998.
REVIEW OF OPERATIONS
1. Orion Equities Limited (OEQ)
1.1. Current Status of Investment in Orion
Orion Equities Limited is an ASX listed investment entity (ASX Code: OEQ).
The Company holds 9,063,153 shares in Orion, being 50.875% of its issued ordinary share capital (30 June 2010: 8,558,127 shares or 48.041%). Orion has been recognised as a controlled entity and included as part of the Queste Consolidated Entity’s results since 1 July 2002.
Queste shareholders are advised to refer to the 30 June 2011 Directors’ Report and financial statements and monthly NTA disclosures lodged by Orion for further information about the status and affairs of this company.
Information concerning Orion may be viewed from its website: www.orionequities.com.au
Orion’s market announcements may also be viewed from the ASX website (www.asx.com.au) under ASX code “OEQ”.
Sections 1.2 to 1.4 below contain information extracted from Orion’s public statements.
1.2. Orion’s Operating Results for year ended 30 June 2011
| ORION EQUITIES LIMITED Consolidated Entity |
2011 2010 |
|---|---|
| $ $ |
|
| Total revenues Total expenses Profit/(loss) before tax Income tax benefit/(expense) Profit/(Loss) attributable to members of Orion Basic and diluted earnings/(loss)cents per share |
1,124,813 4,692,025 (3,800,821) (4,273,059) |
| (2,676,008) 418,966 (82,211) 694,440 |
|
| (2,758,219) 1,113,406 |
|
| (15.48) 6.25 |
FULL YEAR REPORT | 6
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
| ORION EQUITIES LIMITED Consolidated Entity |
2011 2010 |
|---|---|
| $ $ |
|
| Net tangible assets (before tax) Pre-Tax NTA Backing per share Less deferred tax assets and tax liabilities Net tangible assets (after tax) Pre-Tax NTA Backing per share Based on total issued share capital |
17,364,240 20,211,658 |
| 0.975 1.135 |
|
| - - |
|
| 17,364,240 20,211,658 |
|
| 0.975 1.135 |
|
| 17,814,389 17,814,389 |
Orion’s revenues include:
-
(1) $496,680 gain on sale of securities (June 2010: $887,317 loss);
-
(2) $450,027 income from olive grove operations (June 2010: $1,200,987); and
-
(3) $167,032 share of Associate entity’s profit (net of dividends received from Associate of $410,276) (June 2010: $890,284 net of dividends received from Associate of $410,276).
Orion’s expenses include:
-
(1) $2,013,636 net loss in fair value in securities (June 2010: $2,583,275 net gain);
-
(2) $601,024 olive grove and oils operations (which does not include revaluation and depreciation expenses) (June 2010: $1,023,130);
-
(3) $201,041 olive grove impairment and depreciation expenses (June 2010: $123,303); and
-
(4) $617,837 personnel costs (including Directors’ fees) (June 2010: $539,042).
The principal components of Orion’s $2,013,636 net loss in fair value in securities are:
-
(a) $2.51 million unrealised loss on a share investment in ASX listed Strike Resources Limited (SRK), which declined in value from 50 cents to 24.5 cents per share during the financial year;
-
(b) $1.5 million unrealised gain on a share investment in ASX listed Alara Resources Limited (AUQ), which increased in value from 8.7 cents to 36.5 cents per share during the financial year; and
-
(c) $1 million reversal of net unrealised gain on share investments sold (and unlisted options in SRK exercised) during the financial year.
1.3. Orion’s Dividends
Orion has not declared a dividend in respect of the financial year ended 30 June 2011.
1.4. Orion’s Portfolio Details as at 30 June 2011
Asset Weighting
| % of Net Assets | |
|---|---|
| 2011 2010 |
|
| Australian equities Agribusiness1 Property held for development and resale Net tax liabilities (current year and deferred tax assets/liabilities) Net cash/other assets and provisions TOTAL |
75% 75% 14% 16% 10% 10% - -% 1% (1%) |
| 100% 100% |
1 Agribusiness net assets include olive grove land, olive trees, water licence, buildings, plant and equipment and inventory (bulk and packaged oils)
FULL YEAR REPORT | 7
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
Major Holdings in Securities Portfolio
| Fair Value % of ASX |
|
|---|---|
| Equities | $’million Net Assets Code Industry Sector Exposures |
| 1. Bentley Capital Limited 2. Strike Resources Limited 3. Alara Resources Limited TOTAL |
4.51 24.87% BEL Diversified Financials 4.09 22.53% SRK Materials 2.31 12.74% AUQ Materials 10.91 60.14% |
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Consolidated Entity that occurred during the financial year not otherwise disclosed in this Directors’ Report or the Consolidated Financial Statements.
FUTURE DEVELOPMENTS
In the opinion of the Directors, it may prejudice the interests of the Consolidated Entity to provide additional information (beyond that reported in this Directors’ Report) in relation to future developments and the business strategies and operations of the Consolidated Entity and the expected results of those operations in subsequent financial years.
Orion has advised that it intends to continue its investment activities in future years. The results of these investment activities depend upon the performance of the underlying companies and securities in which the company invests. The investments’ performance depends on many economic factors and also industry and company specific issues. In the opinion of the Orion Directors, it is not possible or appropriate to make a prediction on the future course of markets, the performance of the company’s investments or the forecast of the likely results of the company’s activities.
ENVIRONMENTAL REGULATION
The Consolidated Entity notes the reporting requirements of both the Energy Efficiency Opportunities Act 2006 ( EEOA ) and the National Greenhouse and Energy Reporting Act 2007 ( NGERA ). The Energy Efficiency Opportunities Act 2006 requires affected companies to assess its energy usage, including the identification, investigation and evaluation of energy saving opportunities, and to report publicly on the assessments undertaken, including what action the company intends to take as a result. The National Greenhouse and Energy Reporting Act 2007 requires affected companies to report its annual greenhouse gas emissions and energy use.
The Consolidated Entity has determined that it does not operate a recognised facility requiring registration and reporting under the NGERA and in any event, it would fall under the threshold of greenhouse gas emissions required for registration and reporting. Similarly, the Consolidated Entity’s energy consumption would fall under the threshold required for registration and reporting under the EEOA.
The Consolidated Entity is not otherwise subject to any particular or significant environmental regulation under either Commonwealth or State legislation. To the extent that any environmental regulations may have an incidental impact on the Consolidated Entity's operations, the Directors are not aware of any breach by the Consolidated Entity of those regulations.
FULL YEAR REPORT | 8
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
DIRECTORS
Information concerning Directors in office during or since the financial year are:
| Farooq Khan | Executive Chairman and Managing Director | |
|---|---|---|
| Appointed | 10 March 1998 | |
| Qualifications | BJuris , LLB. (Western Australia) | |
| Experience | Mr Khan is a qualified lawyer having previously practised principally in the field of corporate law. | |
| Mr Khan has extensive experience in the securities industry, capital markets and the executive | ||
| management of ASX listed companies. In particular, Mr Khan has guided the establishment and | ||
| growth of a number of public listed companies in the investment, mining and financial services | ||
| sector. He has considerable experience in the fields of capital raisings, mergers and acquisitions | ||
| and investments. | ||
| Relevant interest in | 6,129,944 shares | |
| shares | ||
| Other current | Executive Chairman of: | |
| directorships in listed | (1) Bentley Capital Limited (since 2 December 2003) |
|
| entities | (2) Orion Equities Limited (since 23 October 2006) |
|
| Non-Executive Director of: | ||
| (3) Alara Resources Limited (director since 18 May 2007) |
||
| Former directorships | (1) Yellow Brick Road Holdings Limited (formerly ITS Capital Investments Ltd) (27 April 2006 to |
|
| in other listed entities | 18 March 2011) | |
| in past 3 years | (2) Strike Resources Limited (3 September 1999 to 3 February 2011) |
|
| (3) Scarborough Equities Limited (merged with Bentley on 13 March 2009 and delisted) |
| Azhar Chaudhri | Non-Executive Director |
|---|---|
| Appointed | 4 August 1998 |
| Qualifications | Bachelor of Science degree in Maths and Physics and a Masters degree in Economics and |
| postgraduate computer studies | |
| Experience | Mr Chaudhri has considerable expertise in computer systems, analysis and design and advanced |
| programming experience, particularly with respect to business and information technology | |
| systems and Data Base computing. In particular Mr Chaudhri has formed and led software | |
| development teams creating integrated database and management information systems for | |
| utilities, local government land tax departments, hospitals, libraries and oil terminals. | |
| Relevant interest in | 4,337,780 shares |
| shares | 20,000,000 partly paid shares |
| Other current | None |
| directorships in listed | |
| entities | |
| Former directorships | None |
| in other listed entities | |
| in past 3 years |
FULL YEAR REPORT | 9
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
Yaqoob Khan Non-Executive Director Appointed 10 March 1998 Qualifications BCom (Western Australia), Master of Science in Industrial Administration (Carnegie Mellon) Experience After working for several years in the Australian Taxation Office, Mr Khan completed his postgraduate Masters degree and commenced work as a senior executive responsible for product marketing, costing systems and production management. Mr Khan has been an integral member of the team responsible for the pre-IPO structuring and IPO promotion of a number of ASX floats and has been involved in the management of such companies. Mr Khan brings considerable international experience in key aspects of corporate finance and the strategic analysis of listed investments. Relevant interest in 68,345 shares shares Other current Non-Executive Directors of Orion Equities Limited (since 5 November 1999). directorships in listed entities Former directorships None in other listed entities in past 3 years
| Simon K. Cato | Non-Executive Director |
|---|---|
| Appointed | 6 February 2008 |
| Qualifications | B.A. (USYD) |
| Experience | Mr Simon Cato has had over 25 years capital markets experience in broking, regulatory roles and |
| as director of listed companies. He initially was employed by the ASX in Sydney and in Perth. | |
| Over the last 17 years he has been an executive director and/or responsible executive of three | |
| stockbroking firms and in those roles he has been involved in many aspects of broking including | |
| management issues such as credit control and reporting to regulatory bodies in the securities | |
| industry. As a broker he has also been involved in the underwriting of a number of IPO’s and has | |
| been through the process of IPO listing in the dual role of broker and director. Currently he holds | |
| a number of executive and non executive roles with listed companies in Australia. | |
| Relevant interest in | 193,000 shares |
| shares | |
| Other current | Chairman of: |
| directorships in listed | (1) Convergent Minerals Limited (since 25 July 2006) |
| entities | (2) Advanced Share Registry Limited (since 22 August 2007) |
| Non-Executive Director of: | |
| (3) Transactions Solutions International Limited (since 24 February 2010) |
|
| (4) Greenland Minerals and Energy Ltd (since 21 February 2006) |
|
| Former directorships | (1) Bentley Capital Limited (5 February 2004 to 29 April 2010) |
| in other listed entities | (2) Scarborough Equities Limited (merged with Bentley on 13 March 2009 and delisted) |
| in past 3 years |
At the Balance Date, Messrs Azhar Chaudhri and Yaqoob Khan were resident overseas.
FULL YEAR REPORT | 10
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
COMPANY SECRETARY
Information concerning the Company Secretary in office during or since the financial year are:
| Victor P. H. Ho | Company Secretary |
|---|---|
| Appointed | 30 August 2000 |
| Qualifications | BCom, LLB (Western Australia) |
| Experience | Mr Ho has been in executive and company secretarial roles with a number of public |
| listed companies since early 2000. Previously, Mr Ho had 9 years experience in the | |
| taxation profession with the Australian Tax Office and in a specialist tax law firm. Mr Ho | |
| has been actively involved in the structuring and execution of a number of corporate | |
| transactions, capital raisings and capital management matters and has extensive | |
| experience in public company administration, corporations law, stock exchange | |
| compliance and shareholder relations. | |
| Relevant interest in shares | 17,500 shares |
| Other current positions | Executive Director and Company Secretary of: |
| held in listed entities | (1) Orion Equities Limited (Secretary since 2 August 2000 and Director since 4 July |
| 2003) | |
| Company Secretary of: | |
| (2) Bentley Capital Limited (since 5 February 2004) |
|
| (3) Alara Resources Limited (since 4 April 2007) |
|
| Former positions in other | (1) Strike Resources Limited (secretary between 9 March 2000 and 30 April 2010 |
| listed entities in past 3 | and director between 12 October 2000 and 25 September 2009) |
| years | (2) Scarborough Equities Limited (secretary between 29 November 2004 and 13 |
| March 2009) |
DIRECTORS' MEETINGS
The following table sets out the numbers of meetings of the Company's Directors held during the financial year (including Directors’ circulatory resolutions), and the numbers of meetings attended by each Director of the Company:
| Name of Director | Meetings Attended | Maximum Possible Meetings |
|---|---|---|
| Farooq Khan | 5 | 5 |
| Simon Cato | 8 | 8 |
| Yaqoob Khan | 5 | 5 |
| Azhar Chaudhri | 8 | 8 |
There were no meetings of committees of the Board of the Company.
Board Committees
During the financial year and as at the date of this Directors’ Report, the Company did not have separate designated Audit or Remuneration Committees. In the opinion of the Directors, in view of the size of the Board and nature and scale of the Consolidated Entity's activities, matters typically dealt with by an Audit or Remuneration Committee are dealt with by the full Board.
FULL YEAR REPORT | 11
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
REMUNERATION REPORT
This report details the nature and amount of remuneration for each Director and Company Executive (being a company secretary or senior manager) ( Key Management Personnel ) of the Consolidated Entity.
The information provided under headings (1) to (3) below has been audited as required under section 308(3)(C) of the Corporations Act 2001.
(1) Remuneration Policy
The Board determines the remuneration structure of all Key Management Personnel having regard to the Consolidated Entity’s nature, scale and scope of operations and other relevant factors, including the frequency of Board meetings, length of service, particular experience and qualifications, market practice (including available data concerning remuneration paid by other listed companies in particular companies of comparable size and nature), the duties and accountability of Key Management Personnel and the objective of maintaining a balanced Board which has appropriate expertise and experience, at a reasonable cost to the Company.
Fixed Cash Short Term Employment Benefits: The Key Management Personnel of the Company are paid a fixed amount per annum plus applicable employer superannuation contributions. The NonExecutive Directors of the Company are paid a maximum aggregate base remuneration of $55,000 per annum inclusive of minimum employer superannuation contributions where applicable, to be divided as the Board determines appropriate.
The Board has determined current Company Key Management Personnel remuneration as follows:
-
(a) Mr Farooq Khan (Executive Chairman and Managing Director) – a base salary of $125,000 per annum plus employer superannuation contributions (currently 9%);
-
(b) Mr Azhar Chaudhri (Non-Executive Director) – a base fee of $15,000 per annum;
-
(c) Mr Simon Cato (Non-Executive Director) – a base fee of $15,000 per annum plus employer superannuation contributions (currently 9%);
-
(d) Mr Yaqoob Khan (Non-Executive Director) – a base fee of $15,000 per annum; and
-
(e) Mr Victor Ho (Company Secretary) – a base salary of $45,000 per annum plus employer superannuation contributions (currently 9%).
Key Management Personnel can also opt to “salary sacrifice” their cash fees/salary and have them paid wholly or partly as further employer superannuation contributions or benefits exempt from fringe benefits tax.
Special Exertions and Reimbursements: Pursuant to the Company’s Constitution, each Director is entitled to receive:
-
(a) Payment for the performance of extra services or the making of special exertions at the request of the Board and for the purposes of the Company.
-
(b) Payment for reimbursement of all reasonable expenses (including traveling and accommodation expenses) incurred by a Director for the purpose of attending meetings of the Company or the Board, on the business of the Company, or in carrying out duties as a Director.
Long Term Benefits: Key Management Personnel have no right to termination payments save for payment of accrued annual leave and long service leave (other than Non-Executive Directors).
Equity Based Benefits: The Company does not presently have any equity (shares or options) based remuneration arrangements for any personnel pursuant to any executive or employee share or option plan or otherwise.
Post Employment Benefits: The Company does not presently provide retirement benefits to Key Management Personnel.
FULL YEAR REPORT | 12
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
Performance Related Benefits/Variable Remuneration: The Company does not presently provide short or long incentive/performance based benefits related to the Company’s performance to Key Management Personnel, including payment of cash bonuses. The current remuneration of Key Management Personnel is fixed, is not dependent on the satisfaction of a performance condition and is unrelated to the Company’s performance.
Service Agreements: The Company does not presently have formal service agreements or employment contracts with any Key Management Personnel.
Financial Performance of Company: There is no relationship between the Company’s current remuneration policy and the Company’s performance.
The Board does not believe that it is appropriate at this time to implement an equity based benefit scheme or a performance related/variable component to Key Management Personnel remuneration or remuneration generally linked to the Company’s performance but reserves the right to implement these remunerative measures if appropriate in the future (subject to prior shareholder approval where applicable).
(2) Details of Remuneration of Key Management Personnel
Details of the nature and amount of each element of remuneration of each Key Management Personnel of the Company paid or payable by the Consolidated Entity during the financial year are as follows:
Paid by the Company (Queste) to its Key Management Personnel
| 2011 | Performance related |
Short-term Benefits | Short-term Benefits | Post Employment Benefits |
Other Long-term Benefits |
Equity Based |
|
|---|---|---|---|---|---|---|---|
| Key Management Person |
% | Cash, salary and commissions |
Non-cash benefit |
Superannuation | Long service leave |
Shares & Options |
Total |
| $ | $ | $ | $ | $ | $ | ||
| Executive Director: Farooq Khan - |
123,798 | - | 11,142 | - | - | 134,940 | |
| Non-Executive Directors: Yaqoob Khan - Azhar Chaudhri - Simon Cato - |
15,000 15,000 15,577 |
- - - |
- - 1,402 |
- - - |
- - - |
15,000 15,000 16,979 |
|
| Company Secretary: Victor Ho - |
46,731 | - | 4,206 | - | - | 50,937 |
| 2010 | Performance related |
Short-term Benefits | Short-term Benefits | Post Employment Benefits |
Other Long-term Benefits |
Equity Based |
|
|---|---|---|---|---|---|---|---|
| Key Management Person |
% | Cash, salary and commissions |
Non-cash benefit |
Superannuation | Long service leave |
Shares & Options |
Total |
| $ | $ | $ | $ | $ | $ | ||
| Executive Director: Farooq Khan - |
125,000 | - | 11,250 | - | - | 136,250 | |
| Non-Executive Directors: Yaqoob Khan - Azhar Chaudhri - Simon Cato - |
15,000 15,000 1,731 |
- - - |
- - 14,619 |
- - - |
- - - |
15,000 15,000 16,350 |
|
| Company Secretary: Victor Ho - |
31,998 | - | 2,960 | - | - | 34,958 |
FULL YEAR REPORT | 13
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
Paid by Orion to Key Management Personnel (who are also Key Management Personnel of Queste)
| 2011 | Short-term Benefits | Short-term Benefits | Post Employment Benefits |
Other Long-term Benefits |
Equity Based |
||
|---|---|---|---|---|---|---|---|
| Key Management Personnel |
Performance related |
Cash, salary and commissions |
Non-cash benefit |
Superannuation | Long service leave |
Shares & Options |
Total |
| % | $ | $ | $ | $ | $ | $ | |
| Executive Directors: Farooq Khan - William Johnson - Victor Ho - |
230,769 77,885 77,885 |
- - - |
20,769 7,010 7,010 |
- - - |
- - - |
251,538 84,895 84,895 |
|
| Non-Executive Director: Yaqoob Khan - |
25,000 | - | - | - | - | 25,000 |
| 2010 | Short-term Benefits | Short-term Benefits | Post Employment Benefits |
Other Long-term Benefits |
Equity Based |
||
|---|---|---|---|---|---|---|---|
| Key Management Personnel |
Performance related |
Cash, salary and commissions |
Non-cash benefit |
Superannuation | Long service leave |
Shares & Options |
Total |
| % | $ | $ | $ | $ | $ | $ | |
| Executive Directors: Farooq Khan - William Johnson - Victor Ho - |
250,000 100,962 62,018 |
- - - |
22,500 12,087 5,582 |
- - - |
- - - |
272,500 113,049 67,600 |
|
| Non-Executive Director: Yaqoob Khan - |
25,000 | - | - | - | - | 25,000 |
(3) Other Benefits Provided to Key Management Personnel
No Key Management Personnel has during or since the end of the financial year, received or become entitled to receive a benefit, other than a remuneration benefit as disclosed above, by reason of a contract made by the Company or a related entity with the Director or with a firm of which he is a member, or with a Company in which he has a substantial interest.
This concludes the audited remuneration report.
DIRECTORS’ AND OFFICERS’ INSURANCE
The Company does not have any directors’ and officers insurance policy. Orion has a directors’ and officers insurance policy; the nature of the liabilities covered or the amount of premiums paid in respect of this policy has not been disclosed as such disclosure is prohibited under the terms of the policy.
DIRECTORS DEEDS
In addition to the rights of indemnity provided under the Company’s Constitution (to the extent permitted by the Corporations Act), the Company has also entered into a deed with each of the Directors and the Company Secretary ( Officer ) to regulate certain matters between the Company and each Officer, both during the time the Officer holds office and after the Officer ceases to be an officer of the Company, including the following matters:
-
(i) The Company’s obligation to indemnify an Officer for liabilities or legal costs incurred as an officer of the Company (to the extent permitted by the Corporations Act); and
-
(ii) Subject to the terms of the deed and the Corporations Act, the Company may advance monies to the Officer to meet any costs or expenses of the Officer incurred in circumstances relating to the indemnities provided under the deed and prior to the outcome of any legal proceedings brought against the Officer.
FULL YEAR REPORT | 14
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ REPORT
LEGAL PROCEEDINGS ON BEHALF OF CONSOLIDATED ENTITY
No person has applied for leave of a court to bring proceedings on behalf of the Consolidated Entity or intervene in any proceedings to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of the Consolidated Entity for all or any part of such proceedings. The Consolidated Entity was not a party to any such proceedings during and since the financial year.
AUDITOR
Details of the amounts paid or payable to the auditor (BDO Audit (WA) Pty Ltd) for audit and non-audit services provided during the financial year are set out below:
| Consolidated Entity | Company | |
|---|---|---|
| Audit & Review Fees Non-Audit Services Total |
Audit & Review Fees |
Non-Audit Services Total |
| $ $ $ |
$ | $ $ |
| 64,042 6,850 70,892 |
27,233 | 3,000 30,233 |
The Board is satisfied that the provision of non-audit services by the auditor during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Board is satisfied that the nature of the non-audit services disclosed above did not compromise the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants: Professional Independence, including reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.
BDO Audit (WA) Pty Ltd continues in office in accordance with section 327B of the Corporations Act 2001.
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 forms part of this Directors Report and is set out on page 16. This relates to the Audit Report, where the Auditors state that they have issued an independence declaration.
EVENTS SUBSEQUENT TO BALANCE DATE
The Directors are not aware of any matters or circumstances at the date of this Directors’ Report, other than those referred to in this Directors’ Report (in particular, in Review of Operations) or the financial statements or notes thereto (in particular Subsequent Events Note 26), that have significantly affected or may significantly affect the operations, the results of operations or the state of affairs of the Company in subsequent financial years.
Signed for and on behalf of the Directors in accordance with a resolution of the Board.
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Farooq Khan Chairman 31 August 2011
Simon Cato Director
FULL YEAR REPORT | 15
38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia
Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au
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31 August 2011
The Board of Directors Queste Communications Ltd Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia, 6000
Dear Sirs
DECLARATION OF INDEPENDENCE BY CHRIS BURTON TO THE DIRECTORS OF QUESTE COMMUNICATIONS LTD
As lead auditor of Queste Communications Ltd for the year ended 30 June 2011, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
the auditor independence requirements of the Corporations Act 2001 in relation to the audit
-
any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Queste Communications Ltd and the entities it controlled during the period.
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Chris Burton Director
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BDO Audit (WA) Pty Ltd Perth, Western Australia
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
FULL YEAR REPORT I 16
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 30 June 2011
| 2011 | 2010 | ||
|---|---|---|---|
| Note | $ | $ | |
| Revenue from continuing operations | 3 a | 544,690 | 1,351,129 |
| Other income | |||
| - Net gain on sale of financial assets held at fair value | 500,186 | ||
| - Net change on financial assets held at fair value through profit or loss | - | 2,572,398 | |
| - Share of Associate entity's net profits | 13 | 181,205 | 874,850 |
| - Other | 10 | 408 | |
| 1,226,091 | 4,798,785 | ||
| Expenses | 3 b | ||
| Net change on financial assets held at fair value through profit or loss | (1,997,098) | - | |
| Net loss on sale of financial assets held at fair value | - | (873,554) | |
| Costs of goods sold in relation to olive oils operations | (802,065) | (1,474,013) | |
| Impairment of property held for development and resale | 300,000 | (950,000) | |
| Other costs in relation to land operations | (367,300) | (130,080) | |
| Occupancy | (112,624) | (67,167) | |
| Personnel | (846,501) | (932,525) | |
| Financing | (5,447) | (6,046) | |
| Borrowing cost | (424) | (2,729) | |
| Corporate | (133,509) | (189,579) | |
| Other administration expenses | |||
| – depreciation | (6,403) | (6,656) | |
| – other | (212,167) | (110,822) | |
| Profit/(Loss) before income tax | (2,957,447) | 55,614 | |
| Income tax benefit/(expense) | 4 | (82,211) | 694,440 |
| Profit/(Loss) after income tax | (3,039,658) | 750,054 | |
| Other comprehensive income | |||
| Changes in asset revaluation reserve, net of tax | (80,242) | (13,938) | |
| Total comprehensive income/(loss), net of tax | (3,119,900) | 736,116 | |
| Profit attributable to: | |||
| Owners of Queste Communications Ltd | (1,653,274) | 171,533 | |
| Non-controlling interest | (1,386,384) | 578,521 | |
| (3,039,658) | 750,054 | ||
| Total comprehensive income/(loss) for the year attributable to | |||
| Owners of Queste Communications Ltd | (1,733,516) | 157,595 | |
| Non-controlling interest | (1,386,384) | 578,521 | |
| (3,119,900) | 736,116 | ||
| Basic earnings/(loss) per share | 7 | (5.5) | 0.6 |
| Diluted earnings/(loss) per share | 7 | (3.4) | 0.4 |
The accompanying notes form part of these consolidated financial statements
FULL YEAR REPORT | 17
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 June 2011
| 2011 | 2010 | ||
|---|---|---|---|
| Note | $ | $ | |
| CURRENT ASSETS | |||
| Cash and cash equivalents | 8 | 1,684,644 | 2,585,981 |
| Financial assets held at fair value through profit and loss | 9 | 6,475,856 | 8,629,841 |
| Trade and other receivables | 10 | 61,202 | 178,754 |
| Inventories - Olive Oils | 11 | 999,430 | 619,400 |
| Other current assets | 12 | 5,057 | - |
| TOTAL CURRENT ASSETS | 9,226,189 | 12,013,976 | |
| NON CURRENT ASSETS | |||
| Trade and other receivables | 10 | 32,823 | 32,823 |
| Inventories - Land | 11 | 1,800,000 | 1,500,000 |
| Investments in Associate entity | 13 | 7,571,638 | 7,835,522 |
| Property, plant and equipment | 14 | 1,740,609 | 2,103,680 |
| Olive trees | 15 | 65,500 | 65,500 |
| Intangible assets | 16 | 782,058 | 884,683 |
| Deferred tax assets | 19 | 1,165,888 | 2,102,191 |
| TOTAL NON CURRENT ASSETS | 13,158,516 | 14,524,399 | |
| TOTAL ASSETS | 22,384,705 | 26,538,375 | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 17 | 622,237 | 432,415 |
| TOTAL CURRENT LIABILITIES | 622,237 | 432,415 | |
| NON CURRENT LIABILITIES | |||
| Provisions | 18 | 197,479 | 153,502 |
| Deferred tax liabilities | 19 | 1,165,888 | 2,102,191 |
| TOTAL NON CURRENT LIABILITIES | 1,363,367 | 2,255,693 | |
| TOTAL LIABILITIES | 1,985,604 | 2,688,108 | |
| NET ASSETS | 20,399,101 | 23,850,267 | |
| EQUITY | |||
| Issued capital | 20 | 6,192,427 | 6,192,427 |
| Reserves | 21 | 2,351,465 | 2,431,707 |
| Retained earnings | 2,941,747 | 4,264,583 | |
| Parent interest | 11,485,639 | 12,888,717 | |
| Non-controlling interest | 8,913,462 | 10,961,550 | |
| TOTAL EQUITY | 20,399,101 | 23,850,267 |
The accompanying notes form part of these consolidated financial statements
FULL YEAR REPORT | 18
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 30 June 2011
| Option | Asset | Non- | |||||
|---|---|---|---|---|---|---|---|
| Note | Issued | Premium | Revaluation | Retained | controlling | ||
| Capital | Reserves | Reserves | earnings | Interest | Total | ||
| $ | $ | $ | $ | $ | $ | ||
| Balance as at 1 July 2009 | 6,192,427 | 2,138,012 | 307,633 | 4,093,050 | 10,398,104 | 23,129,226 | |
| Profit for the year | - | - | - | 171,533 | 578,521 | 750,054 | |
| Changes in asset revaluation reserve | - | - | (13,938) | - | - | (13,938) | |
| Total comprehensive income for the year | - | - | (13,938) | 171,533 | 578,521 | 736,116 | |
| Transactions with owners in | |||||||
| their capacity as owners: | |||||||
| Transactions with non-controlling interest | - | - | - | - | (15,075) | (15,075) | |
| Balance as at 30 June 2010 | 6,192,427 | 2,138,012 | 293,695 | 4,264,583 | 10,961,550 | 23,850,267 | |
| Balance as at 1 July 2010 | 6,192,427 | 2,138,012 | 293,695 | 4,264,583 | 10,961,550 | 23,850,267 | |
| Loss for the year | - | - | - | (1,653,274) | (1,386,384) | (3,039,658) | |
| Changes in asset revaluation reserve | - | - | (80,242) | - | - | (80,242) | |
| Total comprehensive loss for the year | - | - | (80,242) | (1,653,274) | (1,386,384) | (3,119,900) | |
| Transactions with owners in | |||||||
| their capacity as owners: | |||||||
| Transactions with non-controlling interest | - | - | - | 330,438 | (661,704) | (331,266) | |
| Balance as at 30 June 2011 | 6,192,427 | 2,138,012 | 213,453 | 2,941,747 | 8,913,462 | 20,399,101 |
The accompanying notes form part of these consolidated financial statements
FULL YEAR REPORT | 19
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 30 June 2011
| Note | Note | 2011 | 2010 | |
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | $ | $ | ||
| Receipts from customers | 450,037 | 1,149,196 | ||
| Sale proceeds from trading portfolio | 1,321,780 | 1,059,608 | ||
| Payments for trading portfolio | (957,857) | - | ||
| Payments to suppliers and employees | (2,348,434) | (2,998,989) | ||
| Interest received | 117,664 | 118,914 | ||
| Interest paid | (424) | (2,729) | ||
| Income tax paid | - | - | ||
| Dividends received | 460,421 | 459,149 | ||
| NET CASH OUTFLOW FROM OPERATING ACTIVITIES | 8 | b | (956,813) | (214,851) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Payments for property, plant and equipment | (17,987) | (21,302) | ||
| Proceeds from disposal of plant and equipment | - | 2,593 | ||
| Payments for investment securities | 293,150 | (1,046,752) | ||
| Proceeds from sale of investment securities | (219,687) | 426,205 | ||
| NET CASH INFLOW/(OUTFLOW) FROM INVESTING ACTIVITIES | 55,476 | (639,256) | ||
| NET DECREASE IN CASH AND CASH EQUIVALENTS HELD | (901,337) | (854,107) | ||
| Cash and cash equivalents at beginning of the financial year | 2,585,981 | 3,440,088 | ||
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR | 8 | 1,684,644 | 2,585,981 |
The accompanying notes form part of these consolidated financial statements
FULL YEAR REPORT | 20
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
1. SUMMARY OF ACCOUNTING POLICIES
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
The financial statement includes the financial statements for the Consolidated Entity consisting of Queste Communications Ltd and its subsidiary. Queste Communications Ltd is a company limited by shares, incorporated in Western Australia, Australia and whose shares are publicly traded on the Australian Securities Exchange ( ASX ).
1.1. Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.
Compliance with IFRS
The consolidated financial statements of the Consolidated Entity, Queste Communications Ltd, also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
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.
1.2. Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of the subsidiaries of Queste Communications Ltd as at 30 June 2011 and the results of its subsidiaries for the year then ended. Queste Communications Ltd and its subsidiary are referred to in this financial statement as the Consolidated Entity.
Subsidiaries are all entities over which the Consolidated Entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Consolidated Entity controls another entity. Information on the controlled entity is contained in Note 2 to the financial statements.
Subsidiaries are fully consolidated from the date on which control is transferred to the Consolidated Entity. They are deconsolidated from the date that control ceases.
All controlled entities have a June financial year-end. All intercompany balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation.
50% of the voting rights. Investments in associates in the consolidated financial statements are accounted for using the equity method of accounting, after initially being recognised at cost. Under this method, the Consolidated Entity’s share of the post-acquisition profits or losses of associates are recognised in the consolidated Statement of Comprehensive Income, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative postacquisition movements are adjusted against the carrying amount of the investment (refer to Note 13).
Dividends receivable from associates are recognised in the Company’s Statement of Comprehensive Income, while in the consolidated financial statements they reduce the carrying amount of the investment. When the Consolidated Entity’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the Consolidated Entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Consolidated Entity and its associates are eliminated to the extent of the Consolidated Entity’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Consolidated Entity. All associated entities have a June financial year-end.
1.4. Operating Segment
The Consolidated Entity has applied AASB 8: Operating Segments which requires that segment information be presented on the same basis as that used for internal reporting purposes.
In this financial year, the operating segments have been determined by the Board, to be investments comprising of investments in shares, land and Associate entity and the olive grove. The Consolidated Entity’s segment reporting is contained in Note 22 of the notes to the financial statements.
1.5. Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Consolidated Entity and the revenue can be reliably measured. All revenue is stated net of the amount of goods and services tax ( “GST” ) except where the amount of GST incurred is not recoverable from the Australian Tax Office. The following specific recognition criteria must also be met before revenue is recognised:
Sale of Goods and Disposal of Assets - Revenue from the sale of goods and disposal of other assets is recognised when the Consolidated Entity has passed control of the goods or other assets to the buyer.
Contributions of Assets - Revenue arising from the contribution of assets is recognised when the Consolidated Entity gains control of the asset or the right to receive the contribution.
1.3. Investments in Associates
Associates are all entities over which the Consolidated Entity has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and
Interest Revenue - Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
FULL YEAR REPORT | 21
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
Dividend Revenue - Dividend revenue is recognised when the right to receive a dividend has been established. The Consolidated Entity brings dividend revenue to account on the applicable ex-dividend entitlement date.
Other Revenues - Other revenues are recognised on a receipts basis.
1.6. Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the notional income tax rate for each taxing jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses (if applicable).
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each taxing jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The amount of deferred tax assets 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 consolidated 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.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in other comprehensive income or equity are also recognised directly in other comprehensive income or equity.
1.7. 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.
1.8. Employee Benefits
Short term obligations - Provision is made for the Consolidated Entity’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are 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. 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. Employer superannuation contributions are made by the Consolidated Entity in accordance with statutory obligations and are charged as an expense when incurred.
Other long term employee benefit obligations - The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.
1.9. Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts (if any) are shown within short-term borrowings in current liabilities on the Statement of Financial Position.
1.10. Receivables
Trade and other receivables are recorded at amounts due less any provision for doubtful debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when considered non-recoverable.
1.11. Dividends Policy
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at balance date.
1.12. Investments and Other Financial Assets and Liabilities
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. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the Statement of Comprehensive Income in the period in which they arise.
Available for sale financial assets- Available for sale financial assets, comprising principally marketable equity securities, are
FULL YEAR REPORT | 22
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
non-derivatives that are either designated in this category or not classified in any other categories. Realised and unrealised gains and losses arising from changes in the fair value of these assets are recognised in equity in the period in which they arise.
Loans and receivables - Loans and receivables are nonderivative 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.
Financial liabilities - Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
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.
At each reporting date, the consolidated entity assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the profit and loss.
The Consolidated Entity’s investment portfolio (comprising listed and unlisted securities) is accounted for as “financial assets at fair value through profit and loss”.
1.13. Fair value Estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the balance date. The quoted market price used for financial assets held by the consolidated entity is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques, including but not limited to recent arm’s length transactions, reference to similar instruments and option pricing models. The consolidated entity may use a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Other techniques, such as estimated discounted cash flows, are used to determine fair value for other financial instruments.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Consolidated Entity for similar financial instruments.
The Consolidated Entity’s investment portfolio (comprising listed and unlisted securities) is accounted for as a “financial assets at fair value through profit and loss” and is carried at fair value based on the quoted last bid prices at reporting date (refer to Note 9).
1.14. Property held for Resale
Property held for development and sale is valued at lower of cost and net realisable value. Cost includes the cost of acquisition, development, borrowing costs and holding costs until completion
of development. Finance costs and holding charges incurred after development are expensed. Profits are brought to account on the signing of an unconditional contract of sale.
1.15. Property, Plant and Equipment
All plant and equipment are stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Freehold Land is not depreciated. Increases in the carrying amounts arising on revaluation of land and buildings are recognised, net of tax, in other comprehensive income and accumulated in reserves in equity. To the extent that the increase reverses a decrease previously recognised in profit or loss, the increase is first recognised in profit or loss. Decreases that reverse previous increases of the same asset are first recognised in other comprehensive income to the extent of the remaining surplus attributable to the asset; all other decreases are charged to profit or loss. It is shown at fair value, based on periodic valuations by external independent valuers.
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 that will be received from the assets’ employment and subsequent disposal. The expected net cash flows have been discounted to their present value in determining recoverable amount.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the consolidated entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred.
The depreciation rates used for each class of depreciable assets are:
are: |
||
|---|---|---|
| Class of Fixed Asset | Depreciation Rate |
Depreciation Method |
| Plant and Equipment | 15-33.3% | Diminishing Value |
| Furniture and Equipment | 15-20% | Diminishing Value |
| Leasehold Improvements | 15% | Diminishing Value |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the profit and loss. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.
1.16. Impairment of Assets
At each reporting date, the consolidated entity 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
FULL YEAR REPORT | 23
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
amount is expensed to the profit or loss. 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 consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.17. Payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
1.18. Provisions
Provisions for legal claims, service warranties and make good obligations has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
1.19. Issued Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.
costs during development. When development is completed borrowing costs and other holding charges are expensed as incurred.
Borrowing costs included in the cost of land held for resale are those costs that would have been avoided if the expenditure on the acquisition and development of the land had not been made. Borrowing costs incurred while active development is interrupted for extended periods are recognised as expenses.
1.22. Leases
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Consolidated Entity as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line basis over the period of the lease.
1.23. Intangible Assets
The intangible assets acquired in a business combination are initially measured at its purchase price as its fair value at the acquisition date. The revaluation method states that after the initial recognition, an intangible asset shall be carried at a revalued amount, being its fair value at the date of the revaluation less any subsequent accumulated amortisation and any subsequent accumulated impairment losses. For the purpose of revaluations under AASB 138: Intangible Assets, fair value shall be determined by reference to an active market. Revaluations shall be made with such regularity that at the end of the reporting period the carrying amount of the asset does not differ materially from its fair value.
1.20. Earnings Per Share
Basic Earnings per share is determined by dividing the operating result after income tax by the weighted average number of ordinary shares on issue during the financial period.
Diluted Earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account amounts unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding during the financial period.
1.21. Inventories
(i) Raw materials and stores, work in progress and finished goods
Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. They include the transfer from equity of any gains or losses on qualifying cash flow hedges relating to purchases of raw material. Costs are assigned to individual items of inventory on basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
(ii) Land held for resale/capitalisation of borrowing costs
Land held for resale is stated at the lower of cost and net realisable value. Cost is assigned by specific identification and includes the cost of acquisition, and development and borrowing
1.24. Biological Assets
Biological assets are initially, and subsequent to initial recognition, measured at their fair value less any estimated point-of-sale costs. Gains or losses arising on initial or subsequent recognition are accounted for via the profit or loss for the period in which the gain or loss arises. Agricultural produce harvested from the biological assets shall be measured at its fair value less estimated point-of-sale costs at the point of harvest.
1.25. Comparative Figures
Certain comparative figures have been adjusted to conform to changes in presentation for the current financial year.
1.26. Critical accounting judgements and estimates
The preparation of the Consolidated Financial Statements requires Directors to make judgements and estimates and form assumptions that affect how certain assets, liabilities, revenue, expenses and equity are reported. At each reporting period, the Directors evaluate their judgements and estimates based on historical experience and on other various factors they believe to be reasonable under the circumstances, the results of which form the basis of the carrying values of assets and liabilities (that are not readily apparent from other sources, such as independent valuations). Actual results may differ from these estimates under different assumptions and conditions.
The Consolidated Entity carries its freehold land and intangible assets (water licence) at fair value with changes in the fair values recognised in equity. It also carries inventory (land held for development and resale) and olive trees at fair value with changes in the fair value recognised in the Statement of Comprehensive Income. Independent valuations are obtained for these non-current assets at least annually.
FULL YEAR REPORT | 24
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
1.27. Summary Of Accounting Standards Issued Not Yet Effective
The following new Accounting Standards and Interpretations (which have been released but not yet adopted) have no material impact on the Consolidated Entity’s financial statements or the associated notes therein.
| AASB reference |
Title and Affected Standard(s): |
Nature of Change | Application date: |
|---|---|---|---|
| AASB 9 (issued December 2009 and amended December 2010) |
Financial Instruments | Amends the requirements for classification and measurement of financial assets. Requirements have generally been carried forward unchanged from AASB 139 Financial Instruments: Recognition and Measurement into AASB 9. These include the requirements relating to: (a) Classification and measurement of financial liabilities; and (b) Derecognition requirements for financial assets and liabilities. However, AASB 9 requires that gains or losses on financial liabilities measured at fair value are recognised in profit or loss, except that the effects of changes in the liability’s credit risk are recognised in other comprehensive income. |
Periods beginning on or after 1 January 2013 |
| AASB 2010-4 (issued June 2010) |
Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 1, AASB 7, AASB 101 & AASB 134 and Interpretation 13] |
Not urgent but necessary changes to IFRSs as a result of IASB’s 2009 annual improvements project. |
Periods commencing on or after 1 January 2011. |
| AASB 2010-8 (issued December 2010) |
Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets [AASB 112] |
For investment property measured using the fair value model, deferred tax assets and liabilities will be calculated on the basis of a rebuttable presumption that the carrying amount of the investment property will be recovered through sale. This presumption is rebutted if the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. However, this presumption cannot be rebutted for the land portion of investment property which is not depreciable. |
Periods commencing on or after 1 January 2012 |
| AASB 2010-9 (issued December 2010) |
Amendments to Australian Accounting Standards – Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters [AASB 1] |
A first-time adopter of Australian Accounting Standards must apply the derecognition requirements in AASB 139 Financial Instruments: Recognition and Measurement prospectively for transactions occurring on or after the date of transition to Australian Accounting Standards, rather than 1 January 2004. |
Periods commencing on or after 1 July 2011 (i.e. date of transition would be 1 July 2010) |
| AASB 124 (issued December 2009) |
Related Party Disclosures | Simplifies disclosure requirements for government-related entities and clarifies the definition of a related party. |
Annual reporting periods commencing on or after 1 January 2011. |
| AASB 2010-6 (issued November 2010) |
Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets |
Additional disclosures required for entities that transfer financial assets, including information about the nature of financial assets involved and the risks associated with them. |
Annual reporting periods commencing on or after 1 July 2011 |
FULL YEAR REPORT | 25
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
1.27 Summary Of Accounting Standards Issued Not Yet Effective (continued)
| AASB reference |
Title and Affected Standard(s): |
Nature of Change | Application date: |
|---|---|---|---|
| IFRS 10 (issued May 2011) |
Consolidated Financial Statements |
Introduces a single ‘control model’ for all entities, including special purpose entities (SPEs), whereby all of the following conditions must be present: (a) Power over investee (whether or not power used in practice) (b) Exposure, or rights, to variable returns from investee (c) Ability to use power over investee to affect the entity’s returns from investee. Introduces the concept of ‘de facto’ control for entities with less than a 50% ownership interest in an entity, but which have a large shareholding compared to other shareholders. This could result in more instances of control and more entities being consolidated. Potential voting rights are only considered when determining of there is control when they are substantive (holder has practical ability to exercise) and the rights are currently exercisable. This may result in possibly fewer instances of control. Additional guidance included to determine when decision making authority over an entity has been delegated by a principal to an agent. Factors to consider include: (a) Scope of decision making authority (b) Rights held by other parties, e.g. kick-out rights (c) Remuneration and whether commensurate with services provided (d) Decision maker’s exposure to variability of returns from other interests held in the investee. |
Annual reporting periods commencing on or after 1 January 2013 |
| IFRS 13 (issued May 2011) |
Fair Value Measurement |
Currently, fair value measurement requirements are included in several Accounting Standards. IFRS 13 establishes a single framework for measuring fair value of financial and non-financial items recognised at fair value in the statement of financial position or disclosed in the notes in the financial statements. |
Annual reporting periods commencing on or after 1 January 2013 |
FULL YEAR REPORT | 26
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2011
2. PARENT ENTITY INFORMATION
| The | following information provided relates to the Company, Queste Communications Ltd as at 30 June | Company | Company |
|---|---|---|---|
| 2011. The information presented here has been prepared using accounting policies outlined in Note 1. | 2011 | 2010 | |
| Statement of Financial Position | $ | $ | |
| Current assets | 1,905,541 | 2,770,250 | |
| Non | current assets | 3,343,942 | 3,399,173 |
| Total assets | 5,249,483 | 6,169,423 | |
| Current liabilities | 151,841 | 143,106 | |
| Non | current liabilities | - | 132,196 |
| Total liabilities | 151,841 | 275,302 | |
| Net | assets | 5,097,642 | 5,894,121 |
| Issued capital | 6,192,427 | 6,192,427 | |
| Reserves | 1,892,657 | 2,419,637 | |
| Accumulated losses | (2,987,442) | (2,717,943) | |
| Total equity | 5,097,642 | 5,894,121 | |
| Total comprehensive loss for the year | (269,500) | (475,244) | |
| (a) | Current assets | ||
| (i) Cash and cash equivalents | |||
| Cash at bank | 1,363,415 | 543,179 | |
| Term deposit | 32,089 | 1,645,272 | |
| Total cash and cash equivalents | 1,395,504 | 2,188,451 | |
| (ii) Other current assets | 510,037 | 581,799 | |
| Total current assets | 1,905,541 | 2,770,250 | |
| (b) | Non current assets | ||
| (i) Available for sale financial asset | |||
| Shares in controlled entity - at cost | 3,069,452 | 2,849,766 | |
| Net change in fair value | (350,506) | 402,322 | |
| Market value of listed securities | 2,718,946 | 3,252,088 | |
| (ii) Other non current assets | 624,996 | 147,085 | |
| Total non current assets | 3,343,942 | 3,399,173 | |
| Details of the percentage of ordinary shares held in controlled entity: | Ownership | interest | |
| Investment in Controlled Entities: | 2011 | 2010 | |
| Orion Equities Limited (A.C.N. 000 742 843) (OEQ)Incorporated in Australia | 50.88% | 48.04% |
(c) Transactions with related parties
The Company is deemed to control Orion Equities Limited (OEQ). During the financial year, there were transactions between the Company, OEQ and Associate entity of OEQ, Bentley Capital Limited (BEL), pursuant to shared office and administration expense arrangements. Interest is not charged on such outstanding amounts and amounts were fully received/(paid) by balance date. The following transactions also occurred with related parties:
| 2011 | 2010 | |
|---|---|---|
| Dividends received from: | $ | $ |
| Bentley Capital Limited | 34,813 | 410,276 |
| Administration expenses receivable/(payable) | ||
| Bentley Capital Limited | - | 560 |
| Orion Equities Limited | - | (2,077) |
FULL YEAR REPORT | 27
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2011
| 2. | PARENT ENTITY INFORMATION (continued) | PARENT ENTITY INFORMATION (continued) | ||
|---|---|---|---|---|
| (c) | Transactions with related parties (continued) | 2011 | 2010 | |
| $ | $ | |||
| The Company advanced to OEQ $500,000. The loan facility is unsecured and attracts 10% interest | ||||
| per annum. | ||||
| Loan advance to Orion Equities Limited | 500,000 | - | ||
| Interest owed on loan advance | 16,712 | - | ||
| Interest revenue on loan advance | 17,945 | - | ||
| 3. | CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR | |||
| Profit/(Loss) for the year includes the following items of revenue and expenses below. | ||||
| (a) | Revenue from continuing operations | |||
| Income from sale of olive oils | 450,027 | 1,200,987 | ||
| Dividends received | 15,332 | 14,060 | ||
| Interest received - other | 79,331 | 136,082 | ||
| 544,690 | 1,351,129 | |||
| Other income | ||||
| Share of Associate entity's profit | 181,205 | 874,850 | ||
| Net gain on sale of financial assets held at fair value | 500,186 | - | ||
| Net change on financial assets held at fair value through profit or loss | - | 2,572,398 | ||
| Other income | 10 | 408 | ||
| 681,401 | 3,447,656 | |||
| 1,226,091 | 4,798,785 | |||
| (b) | Expenses from continuing operations | |||
| Net change on financial assets held at fair value through profit or loss | 1,997,098 | - | ||
| Net loss on sale of financial assets held at fair value | - | 873,554 | ||
| Costs in relation to olive oil operations | ||||
| - Cost of goods sold | 582,608 | 910,006 | ||
| - Depreciation expenses | 201,041 | 123,303 | ||
| - Other expenses | 18,416 | 113,124 | ||
| - Revaluation of trees | - | 327,580 | ||
| Costs in relation to land operations | ||||
| - Impairment/(reversal) of property held for development and resale | (300,000) | 950,000 | ||
| - Other expenses | 367,300 | 130,080 | ||
| Personnel - remuneration and other |
881,715 | 952,452 | ||
| - employee entitlements | (35,214) | (19,927) | ||
| Occupancy expenses | 112,624 | 67,167 | ||
| Corporate expenses - Consultancy |
79,082 | 92,089 | ||
| - Other corporate expenses | 54,427 | 97,490 | ||
| Finance expenses | 5,447 | 6,046 | ||
| Borrowing cost | 424 | 2,729 | ||
| Administration expenses | ||||
| - Professional fees | 78,002 | 3,014 | ||
| - Communications | 37,212 | 12,700 | ||
| - Realisation cost of share portfolio written back | (12,043) | (1,072) | ||
| - Brokerage fees | 8,735 | 11,830 | ||
| - Depreciation expenses - other assets | 6,403 | 6,656 | ||
| - Write off fixed assets | 2,202 | 2,986 | ||
| - Write off lapsed options | - | 1,200 | ||
| - Other expenses | 98,059 | 80,164 | ||
| 4,183,538 | 4,743,171 |
FULL YEAR REPORT | 28
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
4. INCOME TAX EXPENSE
| (a) Income tax expense Current tax Under/(over) provision in prior years Deferred tax Current year deferred tax expense/(benefit) Total income tax expense/(benefit) per income statement (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit/(loss) before income tax Tax at the Australian tax rate of 30% (2010: 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Other assessable income Other non-deductible items Share of Associate's (profits)/loss Current year revenue losses not brought to account Derecognition of prior year revenue loss Derecognition of prior year capital loss Derecognition of deferred taxes on investment in associate Utilisation of previously unrecognised capital loss Movement in unrecognised temporary differences Excess current year franking credits converted to recognised tax losses Income tax expense attributable to operating loss Deferred tax assets not previously brought to account Income tax expense (benefit) (c) Deferred tax recognised directly in equity Revaluations of land and intangibles (d) Deferred tax assets not brought to account at 30%: Revenue losses Capital losses Temporary differences |
82,211 (694,440) 2011 2010 $ $ - - |
|---|---|
| 82,211 (694,440) |
|
| (2,957,447) (887,233) 16,684 55,614 |
|
| - 48,642 - (177,011) (42,787) 44,057 192,046 57,593 1,793 4,023 (54,362) (262,455) 195,555 94,524 680,789 - (316,500) (1,200) 264,268 69,001 |
|
| 82,211 (154,784) - (539,656) |
|
| 82,211 (694,440) |
|
| (82,211) 262,006 |
|
| 1,589,972 518,075 246,719 295,802 48,155 90,942 |
|
| 1,884,846 904,819 |
The Deferred Tax Asset not brought to account for the period will only be obtained if:
i) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit to be realised; ii) the Company continues to comply with the conditions for deductibility imposed by tax legislation; and
iii) the Company is able to meet the continuity of ownership and/or continuity of business tests under tax legislation.
FULL YEAR REPORT | 29
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
5. KEY MANAGEMENT PERSONNEL DISCLOSURES
| (a) Key management personnel compensation Directors Short-term employee benefits - cash fees Post-employment benefits - superannuation Other key management personnel Short-term employee benefits - cash fees Post-employment benefits - superannuation |
580,914 532,693 47,333 60,456 2011 2010 $ $ |
|---|---|
| 628,247 593,149 |
|
| 46,731 94,016 4,206 8,542 |
|
| 50,937 102,558 |
Detailed remuneration disclosures are provided in the Remuneration Report section of the Directors' Report.
(b) Compensation of other key management personnel
The Consolidated Entity do not have any key executives (other than executive directors).
(c) Options, rights and equity instruments provided as remuneration
There were no options, rights and equity instruments provided as remuneration to key management personnel and no shares issued on the exercise of any such instruments, during the financial year.
| (d) | Shareholdings of key management personnel | Balance at | Net Changes | Balance at |
|---|---|---|---|---|
| 2011 | start of the year | during the year | end of the year | |
| Directors | ||||
| Farooq Khan | 6,398,044 | - | 6,398,044 | |
| Simon Cato | 193,000 | - | 193,000 | |
| Azhar Chaudhri | 4,724,280 | 826,950 | 5,551,230 | |
| Yaqoob Khan | 68,345 | - | 68,345 | |
| Other key management personnel | ||||
| Victor Ho (Company Secretary) | 17,500 | - | 17,500 | |
| 2010 | ||||
| Directors | ||||
| Farooq Khan | 6,398,044 | - | 6,398,044 | |
| Simon Cato | 193,000 | - | 193,000 | |
| Azhar Chaudhri | 4,724,280 | - | 4,724,280 | |
| Yaqoob Khan | 68,345 | - | 68,345 | |
| Other key management personnel | ||||
| Victor Ho (Company Secretary) | 17,500 | - | 17,500 | |
| (e) | Partly paid shareholding of key management personnel | Balance at | Net Changes | Balance at |
| 2011 | start of the year | during the year | end of the year | |
| Directors | ||||
| Farooq Khan | - | - | - | |
| Azhar Chaudhri | 20,000,000 | - | 20,000,000 | |
| Yaqoob Khan | - | - | - | |
| 2010 | ||||
| Directors | ||||
| Farooq Khan | - | - | - | |
| Azhar Chaudhri | 20,000,000 | - | 20,000,000 | |
| Yaqoob Khan | - | - | - |
The disclosures of equity holdings above are in accordance with the accounting standards which requires a disclosure of shares held directly, indirectly or beneficially by each key management person, a close member of the family of that person, or an entity over which either of these persons have, directly or indirectly, control, joint control or significant influence (as defined under Accounting Standard AASB 124 Related Party Disclosures). The 2010 comparatives have been restated to reflect the above definition as they were previously incorrectly disclosed based on a previous wider definition under the standard and to correct an incorrect attribution of certain shareholdings.
FULL YEAR REPORT | 30
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2011
5. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued)
(f) Option holdings of key management personnel
The Consolidated Entity does not have any options on issue.
(g) Loans to key management personnel
There were no loans to key management personnel (or their personally related entities) during the financial year.
(h) Other transactions with key management personnel
Director, Mr Simon Cato, is a director of Advanced Share Registry Limited, which provides share registry services to the Consolidated Entity.
Amounts recognised as expense
Share registry fees
| 2011 | 2010 |
|---|---|
| $ | $ |
| 7,475 | 8,179 |
There were no other transactions with key management personnel (or their personally related entities) during the financial year.
6. AUDITORS' REMUNERATION
| During the year the following fees were paid or payable for services provided by the auditor of the parent entity and its related | During the year the following fees were paid or payable for services provided by the auditor of the parent entity and its related | During the year the following fees were paid or payable for services provided by the auditor of the parent entity and its related | practices: | |
|---|---|---|---|---|
| 2011 | 2010 | |||
| BDO | Audit (WA) Pty Ltd | $ | $ | |
| Audit | and review of financial reports | 64,042 | 53,874 | |
| Taxation services | 6,850 | 2,100 | ||
| Other | services | - | 1,050 | |
| 70,892 | 57,024 | |||
| 7. | EARNINGS/(LOSS) PER SHARE | 2011 | 2010 | |
| Basic | earnings/(loss) per share (cents) | (5.5) | 0.6 | |
| Diluted earnings/(loss) per share (cents) | (3.4) | 0.4 | ||
| Profit/(loss) used to calculate earnings per share ($) | (1,653,274) | 171,533 | ||
| (a) | Basic earnings/(loss) per share | |||
| The earnings/(loss) and weighted average number of ordinary shares used in the calculation of basic | ||||
| earnings per share are as follows: | ||||
| Net Profit/(loss) ($) | (1,653,274) | 171,533 | ||
| Weighted average number of ordinary shares (i) | 29,927,379 | 29,927,379 |
- (i) The Consolidated Entity's partly paid shares, to the extent that they have been paid (1.5225 cent per share), have been included in the determination of the basic earnings per share.
The Consolidated Entity's partly paid shares, to the extent of the balance of the call (18.4775 cents per share), have not been included in the determination of basic earnings per share. These securities are included in the determination of diluted earnings per share on the basis that each partly paid share will become fully paid.
(b) Diluted earnings/(loss) per share
| (b) Diluted earnings/(loss) per share |
||
|---|---|---|
| The earnings/(loss) and weighted average number of ordinary and potential ordinary shares used in | 2011 | 2010 |
| the calculation of diluted earnings per share are as follows: | ||
| Net Profit/(loss) ($) | (1,653,274) | 171,533 |
| Weighted average number of ordinary shares (i) | 48,404,879 | 48,404,879 |
| Weighted average number of shares used as the denominator | ||
| The weighted average number of ordinary shares used as the denominator in calculating basic | ||
| earnings) per share | 29,927,379 | 29,927,379 |
| Adjustments for calculation of diluted earnings per share | ||
| Portion of partly-paid ordinary shares that remain unpaid | 18,477,500 | 18,477,500 |
| 48,404,879 | 48,404,879 |
FULL YEAR REPORT | 31
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2011
| CASH AND CASH EQUIVALENTS Cash at bank Term deposit |
32,089 1,652,555 940,709 1,645,272 $ $ 2010 2011 |
|---|---|
| 1,684,644 2,585,981 |
8. CASH AND CASH EQUIVALENTS
(a) Risk exposure
The Consolidated Entity’s exposure to interest rate risk is discussed in Note 23. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.
(b) Reconciliation of Net Profit/(Loss) after Tax to Net Cash Flow from Operations
| Reconciliation of Net Profit/(Loss) after Tax to Net Cash Flow from Operations Profit/(Loss) after income tax Net change in fair value in trading portfolio Net loss/(gain) on sale of financial assets held at fair value Impairment/(reversal) of property held for development and resale Depreciation - olive oil and other assets Share of Associate entity's profit Write off fixed assets Revaluation of trees Write off lapsed options Gain on sale of fixed assets (Increase)/Decrease in Assets: Financial assets held at fair value through profit or loss Trade and other receivables Inventories - Olive Oils Investments in Associate entity Other current assets Increase/(Decrease) in Liabilities: Trade and other payables Provisions Tax liabilities Net cash outflow from operating activities |
- 1,200 2,202 2,986 - (408) 363,923 1,059,608 117,552 (85,574) (380,030) 222,748 445,089 445,089 (5,057) 5,294 189,827 (836,988) 43,977 81,735 82,211 (694,440) 2011 2010 $ (181,205) 207,444 129,959 $ (3,039,658) 750,054 873,554 (500,186) 1,997,098 (2,572,398) - 327,580 (300,000) 950,000 (874,850) |
|---|---|
| (956,813) (214,851) |
9. FINANCIAL ASSETS HELD AT FAIR VALUE THROUGH PROFIT AND LOSS
Current
| Listed securities at fair value Unlisted options in listed corporations at cost Add: net change in fair value |
6,475,856 7,669,346 |
|---|---|
| - - 10,000 950,495 |
|
| - 960,495 |
|
| 6,475,856 8,629,841 |
Risk Exposure
Information about the Consolidated Entity's exposure to market and price risk is provided in Note 23.
FULL YEAR REPORT | 32
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
| TRADE AND OTHER RECEIVABLES Current Trade debtors GST receivable Other receivables Amount receivable from related parties Deposit Non Current Bonds and guarantees |
34,787 51,791 $ $ 935 935 1,199 1,203 4,766 111,492 19,515 13,333 2010 2011 |
|---|---|
| 61,202 178,754 |
|
| 32,823 32,823 |
|
| 32,823 32,823 |
10. TRADE AND OTHER RECEIVABLES
(a) Risk exposure
Information about the Consolidated Entity's exposure to credit risk, foreign exchange risk and interest rate risk is in Note 23.
(b) Impaired receivables and receivables
None of the receivables are impaired or past due.
11. INVENTORIES
| Current - Olive Oil Inventory Bulk oils - at cost Packaged oils - at cost Non Current - Land Development Property held for development and resale - at cost Revaluation of property |
109,337 103,875 2011 2010 $ $ 890,093 515,525 |
|---|---|
| 619,400 999,430 |
|
| 3,797,339 3,797,339 (1,997,339) (2,297,339) |
|
| 1,800,000 1,500,000 |
Property held for development and resale was valued by an independent qualified valuer (an Associate member of the Australian Property Institute) on 6 June 2011 and the upwards revaluation has been recognised as an impairment reversal through profit or loss.
12. OTHER CURRENT ASSETS
Prepayments - Director's & Officers' insurance
| 2011 | 2010 | |
|---|---|---|
| $ | $ | |
| 5,057 | - |
FULL YEAR REPORT | 33
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2011
13. INVESTMENTS IN ASSOCIATE ENTITY
| Name of Associate Principal Activity Bentley Capital Limited (BEL) Investments Movement in Investments in Associate Shares in listed Associate entity brought forward Share of profit before income tax expense Dividend from Associate entity Acquisition of BEL shares Share of income tax expense Carrying amount at the end of the financial period Fair value of listed investments in Associate Net tangible asset value of listed investments in Associate Share of Associate's profits Profit before income tax Share of income tax expense Profit after income tax Summarised Financial Position of Associate Current assets Non current assets Total assets Current liabilities Non current liabilities Total liabilities Net assets Revenues Profit after income tax of Associate Group share of: 2011 2010 30.90% Ownership Interest 30.65% |
7,571,638 7,835,522 $ $ 2011 2010 Carrying Amount |
|---|---|
| 7,571,638 7,835,522 |
|
| 874,850 (445,089) (445,089) - - 553,780 - 7,835,522 6,851,981 181,205 |
|
| 7,835,522 7,571,638 |
|
| 5,007,242 4,895,970 |
|
| 9,124,307 8,830,325 |
|
| 181,205 874,850 - - |
|
| 181,205 874,850 |
|
| 23,411 42,624 8,830,096 9,169,156 |
|
| 8,853,507 9,211,780 |
|
| (18,028) (39,368) (5,154) (44,567) |
|
| (23,182) (83,935) |
|
| 8,830,325 9,127,845 |
|
| 573,751 1,282,312 181,205 874,850 |
Bentley Capital Limited - Lease Commitments
BEL and its subsidiary, Scarborough Equities Pty Ltd , have the same lease commitments as disclosed in Note 24.
FULL YEAR REPORT | 34
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
| 14. PROPERTY, PLANT AND EQUIPMENT At 1 July 2009 At cost Revaluation Reserve/(Accumulated depreciation) Net carrying amount Year ended 30 June 2010 Carrying amount at beginning Asset revaluation (Note 21) Additions Depreciation expense Disposals Write off obsolete assets Carrying amount at balance date At 30 June 2010 At cost Revaluation Reserve/(Accumulated depreciation) Net carrying amount Year ended 30 June 2011 Carrying amount at beginning Asset revaluation (Note 21) Additions Depreciation expense Disposals Carrying amount at balance date At 30 June 2011 At cost Revaluation Reserve/(Accumulated depreciation) Net carrying amount |
Freehold Buildings on Plant & Leasehold 44,305 2,386,269 (34,119) (140,192) Improvement Total 861,214 112,432 1,368,318 367,236 (18,551) (454,758) $ $ $ $ $ Freehold Land Equipment Land |
|---|---|
| 1,228,450 93,881 913,560 10,186 2,246,077 |
|
| (2,185) - (2,185) 21,302 - - - 21,302 (121,434) (1,484) (129,959) - - (2,986) (28,569) - - (2,986) 1,228,450 93,881 913,560 10,186 2,246,077 (28,569) - - - - (7,041) - |
|
| 8,702 2,103,680 1,199,881 86,840 808,257 |
|
| 338,667 (25,592) (560,589) (35,603) (283,117) 861,214 112,432 1,368,846 44,305 2,386,797 |
|
| 1,199,881 86,840 808,257 8,702 2,103,680 |
|
| - (6,788) (199,393) (1,264) (207,445) - - (2,202) - (2,202) (171,411) - - - (171,411) - 5,444 12,543 - 17,987 1,199,881 86,840 808,257 8,702 2,103,680 |
|
| 1,028,470 85,496 619,205 7,438 1,740,609 |
|
| 167,256 (32,380) (759,982) (36,867) (661,973) 861,214 117,876 1,379,187 44,305 2,402,582 |
|
| 1,028,470 85,496 619,205 7,438 1,740,609 |
| 15. OLIVE TREES Olive trees - at cost Revaluation of trees |
(234,500) 2011 2010 $ $ 300,000 300,000 (234,500) |
|---|---|
| 65,500 65,500 |
Nature of asset
The olive trees are on the Olive Grove property (approximately 64,500, 12 year old trees planted over 143 hectares). The fair value is at the Directors' valuation having regard to, amongst other matters, the replacement cost of the trees and the trees being in commercial production.
FULL YEAR REPORT | 35
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
| INTANGIBLE ASSETS Year ended 30 June 2010 Opening net book amount Asset revaluation Closing net book amount At 30 June 2010 Cost Asset revaluation (Note 21) Net book amount Year ended 30 June 2011 Opening net book amount Asset revaluation Closing net book amount At 30 June 2011 Cost Asset revaluation (Note 21) Net book amount |
$ $ $ 523,125 99,996 623,121 261,562 - 261,562 Water Licence Brand name Total |
|---|---|
| 784,687 99,996 884,683 |
|
| 534,687 - 534,687 250,000 99,996 349,996 |
|
| 784,687 99,996 884,683 |
|
| (102,625) - (102,625) 784,687 99,996 884,683 |
|
| 682,062 99,996 782,058 |
|
| 432,062 - 432,062 250,000 99,996 349,996 |
|
| 682,062 99,996 782,058 |
16. INTANGIBLE ASSETS
Nature of asset
The Water Licence pertains to the Consolidated Entity's Olive Grove property in Gingin, Western Australia. As at 30 June 2011, an independent qualified valuer (a Certified Practising Valuer and Associate member of the Australian Property Institute) revalued the water licence downwards by $102,625 from the previous balance date. The Brand name pertains to the ultra premium Dandaragan Estate Olive Oil Brand.
| 17. TRADE AND OTHER PAYABLES Trade payables Other creditors and accruals Dividend payable |
28,302 28,309 2011 2010 $ $ 260,095 57,317 333,840 346,789 |
|---|---|
| 622,237 432,415 |
(a) Amounts not expected to be settled within the next 12 months
Other creditors and accruals include accruals for annual leave. The entire obligation is presented as current since the Consolidated Entity does not have an unconditional right to defer settlement. However based on past experience, the Consolidated Entity does not expect all employees to take the full amount of their accrued leave within the next 12 months. The following amount reflects leave that is not expected to be taken within the next 12 months.
| Annual leave obligation expected to be settled after 12 months | $ $ 18,488 71,465 2011 2010 |
|---|---|
(b) Risk exposure
Details of the Consolidated Entity's exposure to risks arising from current payables are set out in Note 23.
| PROVISIONS Employee benefits - long service leave |
197,479 153,502 2011 2010 $ $ |
|---|---|
18. PROVISIONS
The current provision for long service leave includes all unconditional entitlements where employees have completed the required period of service and accrued long service leave benefits. The entire obligation is presented as current since the Consolidated Entity does not have an unconditional right to defer settlement. However based on past experience, the Consolidated Entity does not expect all employees to take their full amount of the accrued long service leave or require payment within the next 12 months. The amounts above reflect leave that is not expected to be taken or paid within the next 12 months.
FULL YEAR REPORT | 36
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
19. DEFERRED TAX ASSETS AND LIABILITIES
| 2011 | 2010 | ||
|---|---|---|---|
| (a) | Assets - Non Current | $ | $ |
| Deferred tax asset comprises: | |||
| Provisions & accruals | 99,568 | 108,577 | |
| Revenue tax losses | 321,292 | 1,008,506 | |
| Other | 745,028 | 985,108 | |
| 1,165,888 | 2,102,191 | ||
| (b) | Liabilities - Non Current | ||
| Deferred tax liability comprises: | |||
| Fair Value Gain Adjustments | 1,057,472 | 1,899,035 | |
| Other | 108,416 | 203,156 | |
| 1,165,888 | 2,102,191 | ||
| (c) | Reconciliations | ||
| (i) | Gross movements | ||
| The overall movement in the deferred tax account is as follows: | |||
| Opening balance | - | (432,432) | |
| Charged to equity | 82,211 | (262,006) | |
| (Charged)/credited to profit or loss | (82,211) | 694,438 | |
| Closing balance | - | - | |
| (ii) | Deferred tax asset: | ||
| The movement in deferred tax asset for each temporary difference during the year is as follows: | |||
| Provisions & accruals | |||
| Opening balance | 108,577 | 130,640 | |
| Charged to profit or loss | (9,009) | (22,063) | |
| Closing balance | 99,568 | 108,577 | |
| Revenue tax losses | |||
| Opening balance | 1,008,506 | 760,155 | |
| Charged to profit or loss | (687,214) | 248,351 | |
| Closing balance | 321,292 | 1,008,506 | |
| Other | |||
| Opening balance | 985,108 | 404,278 | |
| Charged to profit or loss | (240,080) | 580,830 | |
| Closing balance | 745,028 | 985,108 | |
| Total | 1,165,888 | 2,102,191 | |
| **(iii) ** | Deferred tax liability: | ||
| The overall movement in recognised deferred tax liabilities for each temporary difference is as follows | |||
| Fair Value Gain Adjustments | |||
| Opening balance | 1,899,035 | 1,455,846 | |
| Charged to profit or loss | (841,563) | 443,189 | |
| Closing balance | 1,057,472 | 1,899,035 | |
| Other | |||
| Opening balance | 203,156 | 271,659 | |
| Charged to equity | (82,211) | 262,006 | |
| Charged to profit or loss | (12,529) | (330,509) | |
| Closing balance | 108,416 | 203,156 | |
| Total | 1,165,888 | 2,102,191 |
FULL YEAR REPORT | 37
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
| ISSUED CAPITAL | 2011 | 2010 | 2011 | 2010 |
|---|---|---|---|---|
| shares | shares | $ | $ | |
| Fully paid ordinary shares | 28,404,879 | 28,404,879 | 5,887,927 | 5,887,927 |
| Partly paid ordinary shares | 20,000,000 | 20,000,000 | 304,500 | 304,500 |
| 6,192,427 | 6,192,427 | |||
| Date of | Number of | |||
| 30 June 2010 | issue | shares | $ | |
| At 1 July 2009 | 28,404,879 | 5,887,927 | ||
| - | - | |||
| At 30 June 2010 | 28,404,879 | 5,887,927 | ||
| 30 June 2011 | ||||
| At 1 July 2010 | 28,404,879 | 5,887,927 | ||
| - | - | |||
| At 30 June 2011 | 28,404,879 | 5,887,927 |
20. ISSUED CAPITAL
(a) Ordinary shares
Fully paid ordinary shares carry one vote per share and carry the right to dividends. There were no movements during the year for fully paid ordinary shares.
(b) Partly paid ordinary shares
There were no movements during the year for partly paid ordinary shares.
At any meeting, each shareholder present in person or by proxy, attorney or representative has one vote for each ordinary fully paid share held either upon a show of hands or by a poll. Holders of partly paid shares have a fraction of a vote for each partly paid share held with the fractional vote of each share being equivalent to the proportion which the amount actually paid (not credited) for that share is of the total amounts paid and payable (excluding amounts credited) for that share. Amounts paid in advance of a call are ignored when calculating proportions. The holder of a partly paid share is not entitled to vote at a meeting in respect of those shares on which calls are outstanding. No voting rights are attached to the Consolidated Entity's options on issue.
The profits of the Consolidated Entity, which the Directors may from time to time determine to distribute to shareholders by way of dividends, will be divisible amongst the shareholders in proportion to the amounts paid on the shares held by them. An amount paid in advance of a call is not to be included as an amount paid on a share for the purposes of calculating entitlement to dividends for such share.
(c) Capital risk management
The Consolidated Entity's objectives when managing its capital are to safeguard their ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain a capital structure balancing the interests of all shareholders.
The Board will consider capital management initiatives as is appropriate and in the best interests of the Consolidated Entity and shareholders from time to time, including undertaking capital raisings, share buy backs, capital reductions and the payment of dividends.
The Consolidated Entity has no borrowings. The Consolidated Entity's non-cash investments can be realised to meet accounts payable arising in the normal course of business.
21. RESERVES
| RESERVES Option Premium Reserve Property, plant and equipment Intangibles Deferred tax liability movement Asset revaluation reserve Total reserves |
$ $ 2,138,012 2,138,012 2011 2010 |
|---|---|
| 256,867 219,833 162,697 85,100 |
|
| 304,933 419,564 (91,480) (125,869) |
|
| 213,453 293,695 |
|
| 2,351,465 2,431,707 |
FULL YEAR REPORT | 38
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
21. RESERVES (continued)
| Movement of asset revaluation reserve Opening balance Asset revaluation reserve brought to account Deferred tax liability movement Closing balance |
2011 2010 $ $ 293,695 307,633 (114,631) 111,931 34,389 (125,869) |
|---|---|
| 213,453 293,695 |
The Option Premium Reserve comprised consideration received on the issue of options in prior years which have lapsed.
The Asset Revaluation Reserve is used to record increments and decrements on the revaluation of non-current assets. The Asset Revaluation Reserve relates to the revaluation of OEQ's Olive Grove Land from cost of $1,199,881 to $1,028,470 and the Water Licence from a cost of $784,687 to $682,062, as assessed by an independent qualified valuer (a Certified Practising Valuer and Associate member of the Australian Property Institute). The movement in the Asset revaluation reserve relates to the Consolidated Entity's share of OEQ's revaluation.
22. SEGMENT INFORMATION
The Consolidated Entity has considered the product and geographical perspective of the operating results and determined that the Consolidated Entity operates only in Australia with segments in Investments and Olive Oil production. Unallocated items comprise predominantly of corporate assets, office expenses and income tax assets and liabilities.
| Investments | Olive Oil | Unallocated | Total | ||
|---|---|---|---|---|---|
| 2011 | $ | $ | $ | $ | |
| Total segment revenue | 696,723 | 450,027 | 79,341 | 1,226,091 | |
| Adjusted EBITDA | 318,904 | (197,775) | (1,257,335) | (1,136,206) | |
| Total segment asset | 15,847,492 | 3,580,510 | 2,956,703 | 22,384,705 | |
| Total segment liabilities | - | (398,116) | (1,587,488) | (1,985,604) | |
| 2010 | |||||
| Total segment revenue | 3,461,308 | 1,200,987 | 136,490 | 4,798,785 | |
| Adjusted EBITDA | 2,442,830 | 177,857 | (1,283,335) | 1,337,352 | |
| Total segment asset | 17,965,361 | 3,725,056 | 4,847,958 | 26,538,375 | |
| Total segment liabilities | (116,455) | (147,245) | (2,424,408) | (2,688,108) | |
| (a) | Other segment information | 2011 | 2010 | ||
| (i) | Segment revenues | $ | $ | ||
| Any sales between segments are carried out at arm's length and are eliminated on consolidation. | |||||
| Total segment revenue | 1,146,750 | 4,662,295 | |||
| Unallocated: | |||||
| Interest received - other | 79,331 | 136,082 | |||
| Other income | 10 | - | |||
| Gain on sale of assets | - | 408 | |||
| Total revenue from continuing operations (Note 3) | 1,226,091 | 4,798,785 | |||
| (ii) | Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) | ||||
| The adjusted EBITDA excludes net change in fair value in investments | and impairment | of assets. | |||
| Adjusted EBITDA | (1,136,206) | 1,337,352 | |||
| Net change on financial assets held at fair value through profit or loss | (1,997,098) | - | |||
| Impairment/(reversal) of property held for development and resale | 300,000 | (950,000) | |||
| Depreciation | (207,444) | (129,959) | |||
| Interest revenue | 79,331 | 136,082 | |||
| Realisation cost of share portfolio written back | 12,043 | 1,072 | |||
| Finance cost | (5,871) | (8,775) | |||
| Fixed assets written off | (2,202) | (2,986) | |||
| Revaluation of trees | - | (327,580) | |||
| Gain on sale of assets | - | 408 | |||
| Profit/(loss) before income tax | (2,957,447) | 55,614 |
FULL YEAR REPORT | 39
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
22. SEGMENT INFORMATION (continued)
| (iii) Segment assets Unallocated: Cash and cash equivalents Trade and other receivables Other current assets Property, plant and equipment Deferred tax asset Total assets as per the Statement of Financial Position (iv) Segment liabilities Unallocated: Trade and other payables Provisions Deferred tax liability Total liabilities as per the Statement of Financial Position |
2011 2010 $ $ 2,585,981 159,786 1,684,644 1,165,888 2,102,191 80,096 - 21,018 5,057 - 19,428,002 21,690,417 |
|---|---|
| 22,384,705 26,538,375 |
|
| (398,116) (263,700) (2,102,191) (197,479) (168,715) (224,121) (153,502) (1,165,888) |
|
| (1,985,604) (2,688,108) |
23. FINANCIAL RISK MANAGEMENT
The Consolidated Entity's financial instruments comprise of deposits with banks, accounts receivable and payable and investments in listed securities. The principal activity of the Consolidated Entity is the management of these investments - "financial assets held at fair value" (refer to Note 9). The Consolidated Entity's investments are subject to price risk (which includes interest rate and market risk), credit risk and liquidity risks.
The Board of Directors is responsible for the overall internal control framework (which includes risk management) but no cost-effective internal control system will preclude all errors and irregularities. The system is based, in part, on the appointment of suitably qualified management personnel. The effectiveness of the system is continually reviewed by management and at least annually by the Board.
The financial receivables and payables of the Consolidated Entity in the table below are due or payable within 30 days. The financial investments are held for trading and are realised at the discretion of the Board of Directors.
The Consolidated Entity held the following financial instruments:
| Financial assets Cash and cash equivalents Trade and other receivables Financial assets at fair value through profit or loss Financial liabilities Trade and other payables Net Financial Assets |
$ $ 1,684,644 2,585,981 61,202 178,754 6,475,856 8,629,841 2011 2010 |
|---|---|
| 8,221,702 11,394,576 |
|
| (622,237) (432,415) |
|
| (622,237) (432,415) |
|
| 7,599,465 10,962,161 |
FULL YEAR REPORT | 40
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2011
23. FINANCIAL RISK MANAGEMENT (continued)
(a) Market Risk
(i) Price risk
The Consolidated Entity is exposed to equity securities price risk. This arises from investments held by the Consolidated Entity and classified in the Statement of Financial Position at fair value through profit or loss. The Consolidated Entity are not exposed to commodity price risk, save where this has an indirect impact via market risk and equity securities price risk.
The value of a financial instrument will fluctuate as a result of changes in market prices, whether those changes are caused by factors specific to the individual instrument or its issuer or factors affecting all instruments in the market. The Consolidated Entity will be subject to market risk as it invests its capital in securities that are not risk free - the market price of these securities can and will fluctuate. The Consolidated Entity does not manage this risk through entering into derivative contracts, futures, options or swaps.
Equity price risk is minimised through ensuring that investment activities are undertaken in accordance with Board established mandate limits and investment strategies.
The Consolidated Entity has performed a sensitivity analysis on its exposure to market price risk at balance date. The analysis demonstrates the effect on the current year results and equity which could result from a change in these risks. The ASX All Ordinaries Share Index was utilised as the benchmark for the listed share investments which are available for sale assets or at fair value through profit or loss.
| (i) | Equity Price risk - listed investments | 2011 | 2010 |
|---|---|---|---|
| Change in profit | $ | $ | |
| Increase by 15% | 445,767 | 1,111,102 | |
| Decrease by 15% | (445,767) | (1,111,102) | |
| Change in equity | |||
| Increase by 15% | 445,767 | 1,111,102 | |
| Decrease by 15% | (445,767) | (1,111,102) |
(ii) Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The Consolidated Entity's exposure to market risk for changes in interest rates relate primarily to investments held in interest bearing instruments. The average interest rate of the term deposits for the year for the table below is 4.64% (2010: 5.93%).
| Cash at bank Term deposit |
32,089 1,645,272 2011 2010 $ $ 1,652,555 940,709 |
|---|---|
| 1,684,644 2,585,981 |
The Consolidated Entity has no borrowings and no material exposure to interest rate risk.
(iii) Foreign exchange risk
The Consolidated Entity is not exposed to foreign exchange risk as at Balance Date. The Consolidated Entity's current policy is not to hedge any overseas currency exposure.
The Consolidated Entity has no foreign exchange funds or investments, therefore no asset or liability exposure to foreign exchange risk. There is no revenue or expense exposure in terms of the possible impact on profit or loss or total equity.
FULL YEAR REPORT | 41
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 June 2011
23. FINANCIAL RISK MANAGEMENT (continued)
(b) Credit risk
Credit risk refers to the risk that a counterparty under a financial instrument will default (in whole or in part) on its contractual obligations resulting in financial loss to the Consolidated Entity. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, including outstanding receivables and committed transactions. Concentrations of credit risk are minimised primarily by undertaking appropriate due diligence on potential investments, carrying out all market transactions through approved brokers, settling non-market transactions with the involvement of suitably qualified legal and accounting personnel (both internal and external), and obtaining sufficient collateral or other security (where appropriate) as a means of mitigating the risk of financial loss from defaults. The Consolidated Entity's business activities do not necessitate the requirement for collateral as a means of mitigating the risk of financial loss from defaults.
The credit quality of the financial assets are neither past due nor impaired and can be assessed by reference to external credit ratings (if available with Standard & Poor's) or to historical information about counterparty default rates. The maximum exposure to credit risk at reporting date is the carrying amount of the financial assets as summarised below:
| Cash and cash equivalents AA BBB+ Trade and other receivables (due within 30 days) No external credit rating available |
2011 2010 $ $ 1,683,781 1,568,285 863 1,017,696 |
|---|---|
| 1,684,644 2,585,981 |
|
| 61,202 178,754 |
The Consolidated Entity measures credit risk on a fair value basis. The carrying amount of financial assets recorded in the financial statements, net of any provision for losses, represents the Consolidated Entity’s maximum exposure to credit risk.
(c) Liquidity risk
Liquidity risk is the risk that the Consolidated Entity will encounter difficulty in meeting obligations associated with financial liabilities. The Consolidated Entity has no borrowings. The Consolidated Entity's non-cash investments can be realised to meet trade and other payables arising in the normal course of business. The financial liabilities disclosed in the above table have a maturity obligation of not more than 30 days.
(d) Fair value measurements
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
The Consolidated Entity has adopted the amendment to AASB 7 FinancialInstruments: Disclosures which requires disclosure of fair value measurements by level of the following fair value measurement hierarchy :
(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
(ii) Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices), and
(iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
The following table presents the Consolidated Entity’s assets and liabilities measured and recognised at fair value at 30 June 2011.
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| Consolidated - 2011 | $ | $ | $ | $ | |
| Financial assets held at fair value through profit or loss | |||||
| - Listed investments at fair value | 6,475,856 | - | - | 6,475,856 | |
| - Unlisted options in listed corporations at cost | - | - | - | - | |
| Consolidated - 2010 | |||||
| Financial assets held at fair value through profit or loss | |||||
| - Listed investments at fair value | 7,669,346 | - | - | 7,669,346 | |
| - Unlisted options in listed corporations at cost | - | 960,495 | - | 960,495 |
FULL YEAR REPORT | 42
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 JUNE 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2011
24. COMMITMENTS
| COMMITMENTS | |
|---|---|
| Not longer than one year Between 12 months and 5 years |
$ 2011 104,929 82,633 110,176 $ 170,384 2010 |
| 215,105 253,017 |
The non-cancellable operating lease commitment is the Consolidated Entity's share of the office premises at Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia, and includes all outgoings (exclusive of GST). The lease is for a 7 year term expiring 30 June 2013 and contains a rent review increase each year alternating between 5% and the greater of market rate or CPI + 1%.
25. CONTINGENT ASSETS AND LIABILITIES
(a) Directors' Deeds
The Company and OEQ have entered into deeds of indemnity with each of their Directors indemnifying them against liability incurred in discharging their duties as directors/officers of the Company. At the end of the financial period, no claims have been made under any such indemnities and accordingly, it is not possible to quantify the potential financial obligation of the Consolidated Entity under these indemnities.
(b) Royalty on Tenements
The Consolidated Entity is entitled to receive a royalty of 2% of gross revenues (exclusive of GST) from any commercial exploitation of any minerals from various Australian tenements - EL 47/1328 and PL 47/1170 (the Paulsens East Project tenements currently held by Strike Resources Limited), EL 24879, 24928 and 24929 and ELA 24927 (the Bigryli South Project tenements in the Northern Territory, currently held by Alara Resources Limited (Alara)) and EL 46/629 and a right to earn and acquire a 85% interest in ELA 46/585 (excluding all manganese mineral rights) (the Canning Well Project tenements in Western Australia, currently held by Alara).
26. EVENTS AFTER BALANCE DATE
-
(a) On 25 August 2011, Associate entity, Bentley Capital Limited, announced the declaration of a one cent final dividend and a 2.4 cent special dividend per share (totalling 3.4 cents fully franked), to be paid on or about 26 September 2011. Orion's share of this dividend will be $697,469 and the Company's share of this dividend will be $59,181 (being a total of $756,650). Orion and the Company have not elected to participate under Bentley's Dividend Reinvestment Plan and will therefore be receiving cash dividends.
-
(b) On 25 August 2011, Bentley Capital Limited, announced its intention to seek shareholder approval to undertake a 5 cent per share return of capital (Return of Capital). The Return of Capital is to be effected by Bentley seeking shareholder approval for a reduction in the share capital of the company by returning 5 cents per share to shareholders – this equates to an aggregate reduction of share capital by approximately $3.63 million based upon the company’s 72,598,802 shares currently on issue. No shares will be cancelled as a result of the Return of Capital. Accordingly, the number of shares held by each shareholder will not change as a consequence of the Return of Capital. The Return of Capital is subject to shareholder approval which will be sought at a general meeting of shareholders anticipated to be held in late September /early October 2011. If Bentley shareholders approve this Return of Capital, Orion's share will be $1,025,676 and the Company's share will be $87,031 (being a total of $1,112,720).
No other matter or circumstance has arisen since the end of the financial period that significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity in future financial periods.
FULL YEAR REPORT | 43
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
-
The financial statements, comprising the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Statement of Cash Flow and accompanying notes as set out on pages 17 to 43 are in accordance with the Corporations Act 2001 and:
-
(a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting; and
-
(b) give a true and fair view of the Company’s and Consolidated Entity’s financial position as at 30 June 2011 and of its performance for the year ended on that date;
-
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;
-
The Directors have been given the declarations required by section 295A of the Corporations Act 2001 by the Executive Chairman and Managing Director (the person who performs the chief executive function) and the Company Secretary (the person who, in the opinion of the Directors, performs the chief financial officer function); and
-
The Company has included in the notes to the Financial Statements an explicit and unreserved statement of compliance with the International Financial Reporting Standards.
This declaration is made in accordance with a resolution of the Directors made pursuant to section 295(5) of the Corporations Act 2001.
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Farooq Khan Chairman
Simon Cato Director
31 August 2011
FULL YEAR REPORT | 44
Tel: +8 6382 4600 38 Station Street Fax: +8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF QUESTE COMMUNICATIONS LTD.
Report on the Financial Report
We have audited the accompanying financial report of Queste Communications Ltd, which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Queste Communications Ltd, would be in the same terms if given to the directors as at the time of this auditor’s report.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
FULL YEAR REPORT I 45
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Opinion
In our opinion:
-
(a) the financial report of Queste Communications Ltd is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2011. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Queste Communications Ltd for the year ended 30 June 2011 complies with section 300A of the Corporations Act 2001 .
BDO Audit (WA) Pty Ltd
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Chris Burton Director
Perth, Western Australia Dated this 31[th] day of August 2011
FULL YEAR REPORT I 46
QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164
30 June 2011
SECURITIES INFORMATION as at 30 June 2011
DISTRIBUTION OF LISTED ORDINARY FULLY PAID SHARES
| Spread | of | Holdings | Number of Holders | Number of Units | % of Total Issue |
|---|---|---|---|---|---|
| Capital | |||||
| 1 | - | 1,000 | 12 | 8,251 | 0.029% |
| 1,001 | - | 5,000 | 62 | 183,548 | 0.646% |
| 5,001 | - | 10,000 | 75 | 705,165 | 2.483% |
| 10,001 | - | 100,000 | 120 | 3,293,720 | 11.596% |
| 100,001 | - | and over | 27 | 24,214,195 | 85.247% |
| Total | 296 | 28,404,879 | 100.00% |
DISTRIBUTION OF UNLISTED PARTLY PAID ORDINARY SHARES
| Name | No. of Partly Paid Shares |
|---|---|
| Chi Tung Investments Ltd | 20,000,000 |
These 20,000,000 ordinary shares were issued at a price of 20 cents per share and have been partly paid to 1.5225 cent each and have an outstanding amount payable of 18.4775 cents per share. These shares carry voting rights proportional to the amount paid up per share.
TOP TWENTY ORDINARY FULLY PAID SHAREHOLDERS
| Rank Shareholder |
Shares Held Total Shares % Issued Capital |
Shares Held Total Shares % Issued Capital |
|---|---|---|
| 1 BELL IXL INVESTMENTS LIMITED 3,750,319 CELLANTE SECURITIES 2,053,282 CLEOD PTY LTD 867,644 Sub-total 6,671,245 23.486 2 FAROOQ KHAN 2,461,367 ISLAND AUSTRALIA PTY LTD 3,668,577 Sub-total 6,129,944 21.581 3 MR AZHAR CHAUDHRI 10,000 CHI TUNG INVESTMENTS LTD 1,050,000 RENMUIR HOLDINGS LTD 3,277,780 Sub-total 4,337,780 15.271 4 MANAR NOMINEES PTY LTD 1,725,663 MANAR NOMINEES PTY LTD 180,000 Sub-total 1,906,163 6.711 5 COWOSCO CAPITAL PTY LTD 1,150,000 4.049 6 DATABASE SYSTEMS LTD 826,950 2.911 7 MR DONALD GORDON MACKENZIE & MRS GWENNETH EDNA MACKENZIE 761,260 2.680 8 MRS AMBREEN CHAUDHRI 386,500 1.361 9 MS ROSANNA DE CAMPO 268,100 0.944 10 MR AYUB KHAN 215,000 0.757 11 MRS AFIA KHAN 215,000 0.757 12 GIBSON KILLER PTY LTD 200,000 0.704 13 TOMATO 2 PTY LTD 185,019 0.651 14 SAMDY NOMINEES PTY LTD 150,000 0.528 15 MR JOHN CHENG-HSIANG 136,125 0.479 16 GLENVIEW SERVICES PTY LTD 134,500 0.474 17 MR ANTHONY NEALE KILLER & MRS SANDRA MARIE KILLER 130,000 0.458 18 MR SIMON KENNETH CATO 118,000 0.415 19 MR GREGORY JOHN MATHESON 110,742 0.390 20 MR EUGENE RODRIGUEZ 110,000 0.387 Total 24,142,328 84.994% |
||
| 24,142,328 84.994% |
- substantial shareholders
FULL YEAR REPORT | 47