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QUESTE COMMUNICATIONS LIMITED — Annual Report 2013
Sep 1, 2013
65653_rns_2013-09-01_2a9ce361-a996-403c-824a-3361cdaa23d0.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 2013

Queste Communications Ltd A.B.N. 58 081 688 164
Advanced Share Registry Limited Suite 2, 150 Stirling Highway Nedlands, Western Australia 6009 PO Box 1156, Nedlands, Western Australia 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 New South Wales 1230 T | (02) 8096 3502
PRINCIPAL & REGISTERED OFFICE: SHARE REGISTRY:
Suite 1, 346 Barker Road Subiaco, Western Australia 6008
T | (08) 9214 9777
- F | (08) 9322 1515
- E | [email protected]
- W | www.queste.com.au
CONTENTS CORPORATE DIRECTORY
| ASX Appendix 4EPreliminary Final ReportResults for Announcementto the Market | 2 | BOARDFarooq Khan (Chairman and Managing Director)Victor Ho(Executive Director)Yaqoob Khan(Non-Executive Director) |
|---|---|---|
| Directors' Report | 4 | |
| Remuneration Report | 15 | COMPANY SECRETARYVictor Ho |
| Auditor's Independence Declaration | 21 | |
| Consolidated Statement ofProfit or Loss andComprehensive Income | 22 | PRINCIPAL & REGISTERED OFFICESuite 1, 346 Barker RoadSubiaco, Western Australia 6008 |
| Consolidated Statement ofFinancial Position | 23 | Telephone:(08) 9214 9777Facsimile:(08) 9322 1515Email:[email protected]Website:www.queste.com.au |
| Consolidated Statement ofChanges in Equity | 24 | |
| Consolidated Statement of Cash Flows | 25 | STOCK EXCHANGEAustralian Securities ExchangePerth, Western Australia |
| Notes to the Consolidated FinancialStatements | 26 | ASX CODEQUE |
| Directors' Declaration | 51 | |
| Independent Audit Report | 52 | SHARE REGISTRY |
| Securities Information | 54 | Advanced Share Registry ServicesSuite 2, 150 Stirling HighwayNedlands, Western Australia 6009Telephone:(08) 9389 8033Facsimile:(08) 9389 7871 |
| www.queste.com.au | ||
| Visit our website for:Latest NewsMarket Announcements | Level 6, 225 Clarence StreetSydney, New South Wales 2000Telephone:(02) 8096 3502 | |
| Financial Reports | Email:[email protected]Website:www.advancedshare.com.au | |
| Register your email with us toreceive latest Companyannouncements and releases | AUDITORSBDO Audit (WA) Pty Ltd38 Station Street | |
| EMAIL US AT:[email protected] | Subiaco, Western Australia 6008Telephone:(08) 6382 4600Facsimile:(08) 6382 4601Website:www.bdo.com.au |
Results for Announcement to the Market
| Current Reporting Period: | Financial year ended 30 June 2013 |
|---|---|
| Previous Corresponding Period: | Financial year ended 30 June 2012 |
| Balance Date: | 30 June 2013 |
| Company: | Queste Communications Ltd (Queste or QUE) |
| Consolidated Entity: | Queste and controlled entities, being ASX-listed Orion Equities Limited (A.C.N.000 742 843) (Orion or OEQ) and controlled entities of Orion. |
OVERVIEW OF RESULTS
| CONSOLIDATED | 2013$ | 2012$ | Change% | Up/Down |
|---|---|---|---|---|
| Total revenues | 439,066 | 924,173 | 52.5% | Down |
| Total expenses | (3,892,502) | (6,291,035) | 38.1% | Down |
| Loss before tax | (3,453,436) | (5,366,862) | 35.7% | Down |
| Income tax expense | (57,300) | (24,864) | 130.5% | Up |
| Loss from continuing operations | (3,510,736) | (5,391,726) | 34.9% | Down |
| Net loss attributable to non-controlling interest | (1,496,136) | (2,443,217) | 38.8% | Loss Down |
| Loss after tax attributable to owners of the Company | (2,014,600) | (2,948,509) | 31.7% | Loss Down |
| Basic and diluted loss per share (cents) | (6.73) | (9.85) | 31.7% | Down |
| Undiluted NTA backing per share (cents) | 20 | 26 | 22.5% | Down |
| Diluted NTA backing per share (cents) | 20 | 38 | 47.4% | Down |
BRIEF EXPLANATION OF RESULTS
At the Company level, the Net Loss for the financial year was $364,201 (2012: Net Loss of $443,726).
The Consolidated Entity's results incorporate the results of controlled entity, ASX-listed investment company, Orion Equities Limited (Orion or OEQ).
At the Consolidated Entity level:
Revenues include:
- (1) $270,967 revenue from sale of olive oils (2012: $767,427);
- (2) $120,551 interest revenue (2012: $103,917); and
- (3) $44,438 rental revenue (2012: $52,531).
Expenses include:
- (1) $1,469,595 net loss on financial assets held at fair value through profit or loss (2012: $2,648,702 loss);
- (2) $933,496 personnel expenses (2012: $904,117);
- (3) $521,107 olive grove and oils operations (which does not include revaluation, depreciation and impairment expenses) (2012: $1,274,715);
- (4) $361,685 olive grove and oils operation's revaluation, depreciation and impairment expenses (2012: $78,361); and
- (5) $102,158 share of ASX-listed Bentley Capital Limited's (BEL) (Associate entity's) net loss (2012: $625,086 share of BEL's net loss, net of dividends received from BEL of $756,649).
Results for Announcement to the Market
The principal components of the $1,469,595 net loss on financial assets held at fair value through profit or loss are:
- (a) $1,118,284 unrealised loss on a share investment in ASX-listed Strike Resources Limited (SRK), which declined in value from $0.110 to $0.043 per share during the financial year;
- (b) $98,717 realised gain on the sale of Orion's 6,332,744 shares in ASX-listed Alara Resources Limited (AUQ) (from cost) at an average price of $0.25 per share (excluding brokerage); the Company notes that historically, Orion has realised a total of $2.64 million gross proceeds from the sale of 9,332,744 AUQ shares with a cash cost base of $0.67 million; and
- (c) $447,018 reversal of previous years' unrealised gains on Orion's investment in AUQ on disposal of the same during the current year.
DIVIDENDS
The Directors have not declared a dividend in respect of the financial year ended 30 June 2013.
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 the Balance Date as investments in an Associate entity (on an equity accounting basis):
(1) 27.97% interest in ASX-listed Bentley Capital Limited (ACN 008 108 218) (BEL) (30 June 2012: 27.97%).
The Company also has a 2.37% direct interest in BEL (30 June 2012: 2.37%).
Accordingly, the Consolidated Entity has equity accounted for a 30.34% total interest in BEL (30 June 2012: 30.34%).
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 2013.
ANNUAL GENERAL MEETING (AGM)
Pursuant to the ASX Listing Rules, the Company gives notice that its 2013 AGM is expected to be held in Perth, Western Australia on Friday, 29 November 2013.
For and on behalf of the Directors,
Victor Ho Company Secretary Telephone: (08) 9214 9777 Email: [email protected]
Date: 30 August 2013
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 2013 (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 incorporate the results of controlled entity, ASX-listed investment company, Orion Equities Limited (Orion or OEQ). The Company has a 52.58% shareholding interest in Orion (30 June 2012: 50.88%).
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 | 2013$ | 2012$ |
|---|---|---|
| Total revenues | 439,066 | 924,173 |
| Total expenses | (3,892,502) | (6,291,035) |
| Loss before tax | (3,453,436) | (5,366,862) |
| Income tax expense | (57,300) | (24,864) |
| Loss for the year | (3,510,736) | (5,391,726) |
| Net loss attributable to non-controlling interest | (1,496,136) | (2,443,217) |
| Loss after tax attributable to owners of the Company | (2,014,600) | (2,948,509) |
| Basic and diluted loss per share (cents) | (6.73) | (9.85) |
At the Consolidated Entity level:
Revenues include:
- (1) $270,967 revenue from sale of olive oils (2012: $767,427);
- (2) $120,551 interest revenue (2012: $103,917); and
- (3) $44,438 rental revenue (2012: $52,531).
Expenses include:
- (1) $1,469,595 net loss on financial assets held at fair value through profit or loss (2012: $2,648,702 loss);
- (2) $933,496 personnel expenses (2012: $904,117);
- (3) $521,107 olive grove and oils operations (which does not include revaluation, depreciation and impairment expenses) (2012: $1,274,715);
- (4) $361,685 olive grove and oils operation's revaluation, depreciation and impairment expenses (2012: $78,361); and
- (5) $102,158 share of ASX-listed Bentley Capital Limited's (BEL) (Associate entity's) net loss (2012: $625,086 share of BEL's net loss, net of dividends received from BEL of $756,649).
The principal components of the $1,469,595 net loss on financial assets held at fair value through profit or loss are:
- (a) $1,118,284 unrealised loss on a share investment in ASX-listed Strike Resources Limited (SRK), which declined in value from $0.110 to $0.043 per share during the financial year;
- (b) $98,717 realised gain on the sale of Orion's 6,332,744 shares in ASX-listed Alara Resources Limited (AUQ) (from cost) at an average price of $0.25 per share (excluding brokerage); the Company notes that historically, Orion has realised a total of $2.64 million gross proceeds from the sale of 9,332,744 AUQ shares with a cash cost base of $0.67 million; and
- (c) $447,018 reversal of previous years' unrealised gains on Orion's investment in AUQ on disposal of the same during the current year.
LOSS PER SHARE
| CONSOLIDATED ENTITY | 2013 | 2012 |
|---|---|---|
| Basic and diluted loss per share (cents) | (6.73) | (9.85) |
| Weighted average number of fully paid ordinary shares in theCompany outstanding during the year used in the calculation ofbasic and diluted earnings per share | 29,927,379 | 29,927,379 |
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 2013.
FINANCIAL POSITION
| 2013 | 2012 | |
|---|---|---|
| CONSOLIDATED ENTITY | $ | $ |
| Cash | 2,747,596 | 2,008,853 |
| Current investments - equities | 723,873 | 3,827,155 |
| Investments in Associate entity | 4,307,391 | 4,854,638 |
| Inventory | 1,630,622 | 1,917,595 |
| Receivables | 262,685 | 363,666 |
| Intangibles | 650,433 | 727,746 |
| Deferred tax assets | 95,009 | 358,251 |
| Other assets | 1,226,155 | 1,709,078 |
| Total Assets | 11,643,764 | 15,766,982 |
| Tax liabilities (current and deferred) | (95,009) | (358,251) |
| Other payables and liabilities | (324,970) | (459,372) |
| Net Assets | 11,223,785 | 14,949,359 |
| Issued capital | 6,192,427 | 6,192,427 |
| Reserves | 2,257,792 | 2,321,946 |
| 6,441,748 | ||
| Non-controlling interest | 4,546,707 | |
| Accumulated losses | (1,773,141) | (6,762) |
CAPITAL MANAGEMENT
Securities on Issue
At the Balance Date and the date of this report, the Company has the following securities on issue:
- (a) 28,404,879 listed fully paid ordinary shares; and
- (b) 20,000,000 unlisted partly paid ordinary shares; each paid to 1.5225 cents 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.
On-Market Share Buy-Back Back
The Company's on-market share buy-back initiative announced on 17 April 2012 (Buy-Back) 1 expired on 30 April 2012 after 12 months.
The Company was not able to buy back any shares during the financial year due to the lack of liquidity (2012: no shares were bought-back).
The Company has reviewed the Buy-Back initiative and the liquidity issue and identified possible alternatives to the same. The Company will make an announcement on any future capital management initiative best determined for the Company. The Company has examined various alternatives, some of which may require shareholder approval, which will also be outlined at the time of any announcement in relation to the same.
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 9,367,653 shares in Orion, being 52.58% of its issued ordinary share capital (30 June 2012: 9,063,153 shares or 50.88%). Orion has been recognised as a controlled entity and included as part of the Queste Consolidated Entity's results since 1 July 2002.
On 5 April 2013, the Company acquired 304,500 Orion shares on-market at a total cost of $81,136.
Queste shareholders are advised to refer to the 30 June 2013 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 1.6 below contain information extracted from Orion's public statements.
1
Refer Appendix 3C - Announcement of Buy-Back dated 17 April 2012
1.2. Orion's Operating Results for Year Ended 30 June 2013
| ORION EQUITIES LIMITED | 2013 | 2012 |
|---|---|---|
| Consolidated Entity | $ | $ |
| Total revenues | 385,032 | 849,382 |
| Total expenses | (3,440,167) | (5,802,549) |
| Loss before tax | (3,055,135) | (4,953,167) |
| Income tax expense | (57,300) | (24,864) |
| Loss attributable to members of Orion | (3,112,435) | (4,978,031) |
| Basic and diluted loss per share (cents) | (17.47) | (27.94) |
Orion's revenues include:
- (1) $270,967 revenue from olive grove operations (June 2012: $767,427); and
- (2) $44,438 rental revenue (June 2012: $52,531).
Orion's expenses include:
- (1) $1,477,167 net loss on financial assets held at fair value through profit or loss (June 2012: $2,648,619 loss);
- (2) $630,290 personnel costs (including Directors' fees) (June 2012: $610,270);
- (3) $521,107 olive grove and oils operations (which does not include revaluation, depreciation and impairment expenses) (June 2012: $1,274,715);
- (4) $361,685 olive grove revaluation, depreciation and impairment expenses (June 2012: $78,361); and
- (5) $94,167 share of ASX-listed Bentley Capital Limited's (BEL) (Associate entity) net loss (June 2012: $576,195 share of Bentley's loss, net of dividends received from Bentley of $697,469);
The principal components of Orion's $1,477,167 net loss on financial assets held at fair value through profit or loss are:
- (a) $1,118,284 unrealised loss on Orion's share investment in ASX-listed Strike Resources Limited (SRK) which decreased in value from $0.110 to $0.043 per share during the year;
- (b) $98,717 realised gain on the sale of Orion's 6,332,744 shares in ASX-listed Alara Resources Limited (AUQ) (from cost) at an average price of $0.25 per share (excluding brokerage); Orion notes that historically, it has realised a total of $2.64 million gross proceeds from the sale of 9,332,744 AUQ shares with a cash cost base of $0.67 million; and
- (c) $447,018 reversal of previous periods' unrealised gain on Orion's investment in AUQ on disposal of the same during the current period.
1.3. Orion's Dividends
Orion has not declared a dividend in respect of the financial year ended 30 June 2013.
1.4. Orion's Financial Position as at 30 June 2013
| ORION EQUITIES LIMITED | 2013 | 2012 |
|---|---|---|
| Consolidated Entity | $ | $ |
| Net tangible assets (before tax) | 9,213,682 | 12,382,503 |
| Pre-Tax NTA Backing per share | 0.517 | 0.695 |
| Less deferred tax assets and tax liabilities | - | - |
| Net tangible assets (after tax) | 9,213,682 | 12,382,503 |
| Pre-Tax NTA Backing per share | 0.517 | 0.695 |
| Based on total issued share capital | 17,814,389 | 17,814,389 |
| ORION EQUITIES LIMITEDConsolidated Entity | 2013$ | 2012$ |
|---|---|---|
| Cash | 1,695,628 | 365,031 |
| Financial assets at fair value through profit and loss | 720,085 | 3,821,383 |
| Investments in listed Associate entity | 4,079,810 | 4,584,254 |
| Inventory | 1,630,622 | 1,917,595 |
| Receivables | 73,414 | 292,915 |
| Intangibles | 650,433 | 727,746 |
| Other assets | 1,211,055 | 1,686,035 |
| Deferred tax asset | 94,688 | 352,085 |
| Total Assets | 10,155,735 | 13,747,044 |
| Other payables and liabilities | (196,932) | (284,710) |
| Deferred tax liability | (94,688) | (352,085) |
| Net Assets | 9,864,115 | 13,110,249 |
| Issued capital | 19,374,007 | 19,374,007 |
| Reserves | 227,806 | 361,505 |
| Accumulated Losses | (9,737,698) | (6,625,263) |
| Total Equity | 9,864,115 | 13,110,249 |
1.5. Orion's Portfolio Details as at 30 June 2013
Asset Weighting
| % of Net Assets | ||
|---|---|---|
| 2013 | 2012 | |
| Australian equities | 49% | 64% |
| Agribusiness 2 | 19% | 20% |
| Property held for development and resale | 15% | 13% |
| Net tax liabilities (current-year and deferred tax assets/liabilities) | - | - |
| Net cash/other assets and provisions | 17% | 3% |
| TOTAL | 100% | 100% |
2
Agribusiness net assets include olive grove land, olive trees, water licence, buildings, plant and equipment and inventory (bulk and packaged oils)
Major Holdings in Securities Portfolio
| Equities | Fair Value$'million | % ofNet Assets | ASX | CodeIndustry Sector Exposures | |
|---|---|---|---|---|---|
| (1)(2) | Bentley Capital LimitedStrike Resources Limited | 2.970.72 | 30.15%7.28% | BELSRK | Diversified FinancialsMaterials |
| TOTAL | 3.69 | 37.43% |
1.6. Orion's Assets
(a) Bentley Capital Limited (ASX Code: BEL)
Bentley Capital Limited (Bentley) is a listed investment company with a current exposure to Australian equities. Orion Executive Chairman, Farooq Khan (also Queste's Executive Chairman and Managing Director) is the Chairman of the Board of Bentley. Former Orion Director, William Johnson, is also a Director of Bentley.
Orion holds 27.97% (20,513,783 shares) of Bentley's issued ordinary share capital with Queste holding 2.37% (1,740,625 shares) of Bentley's issued ordinary share capital (30 June 2012: Orion held 20,513,783 shares (27.97%) and Queste held 1,740,625 shares (2.37%)).
Bentley's asset weighting as at 30 June 2013 was 71.50% Australian equities (30 June 2012: 75.59%), 1.72% intangible assets and resource projects (30 June 2012: 0.30%) and 26.78% net cash/other assets (30 June 2012: 24.12%).
Bentley had net assets of $18.27 million as at 30 June 2013 (30 June 2012: $20.07 million) and incurred an after-tax net loss of $0.34 million for the financial year (30 June 2012: $2.03 million net loss).
Bentley has also returned $1.467 million (via two capital returns of one cent per share each) during the financial year (2012: $2.468 million via fully franked dividends totalling 3.4 cents per share and $4.406 million via capital returns totalling 6 cents per share).
Orion received a total of $0.410 million from these capital distributions during the financial year (June 2012: $0.492 million fully franked dividend and $1.231 million capital returns).
Queste received a total of $0.035 million from these capital distributions during the financial year (June 2012: $0.042 million fully franked dividend and $0.104 million capital returns).
On 30 August 2013, Bentley announced its intention to seek shareholder approval (at the upcoming 2013 AGM) to undertake a one cent per share return of capital. Subject to receipt of Bentley shareholder approval, Orion's and Queste's entitlement under the return of capital is expected to be approximately $205,138 and $17,406 respectively.
The Company notes that capital distributions from Bentley are not regarded as revenues/income; the carrying value of the Company's and Orion's investment in Bentley is reduced by the value of the capital returned by Bentley.
(b) Strike Resources Limited (ASX Code: SRK)
Strike Resources Limited (Strike) is a resources company with iron ore exploration and development projects in Peru.
Former Orion Director, William Johnson was appointed Managing Director of Strike on 25 March 2013.
Orion holds 16,690,802 shares, being 11.48% of Strike's issued ordinary share capital (30 June 2012: 16,690,802 shares and 11.71%).
The value of Orion's holdings in Strike declined by $1.12 million during the course of the financial year, from $1.84 million (at $0.110 per share as at 30 June 2012) to $0.72 million (at $0.043 per share on 30 June 2013).
The Strike share price has appreciated to $0.070 (based on closing bid price as at 29 August 2013), generating an unrealised gain of $0.451 million subsequent to the 30 June 2013 Balance Date.
Historically, the shareholding in Strike has predominantly been earned through the sale of various mining assets to Strike. These assets were acquired and funded by Orion to the point of sale to Strike at a cost of approximately $1.25 million. They were subsequently on sold to Strike in tranches for a total consideration of $19 million comprising 11,166,667 Strike shares and 3.5 million unlisted Strike options (with exercise prices of $0.178 and $0.278 per option, which Orion converted into shares in February 2011 at a cost of $0.79 million). Orion has also acquired 2,024,135 additional Strike shares on-market and via the conversion of listed options at $0.20 each.
(c) Alara Resources Limited (ASX Code: AUQ)
Alara Resources Limited (Alara) is a minerals exploration and development company with precious and base metals projects currently in Saudi Arabia and Oman. Orion Chairman, Farooq Khan, resigned as an Alara Director on 31 August 2012. Former Orion Director, William Johnson is a director of Alara (who has announced his intention to retire at the end of September 2013).
In September 2012, Orion sold its 6,332,744 shareholding in Alara at an average price of $0.25 per share (excluding brokerage), realising gross proceeds of $1.58 million.
Historically, the shareholding in Alara was acquired through the sale of Orion's 25% interest in various uranium tenements to Alara in conjunction with Strike Resources Limited (who held the balance of 75% interest in the same). These assets were acquired and funded by Orion to the point of sale to Strike previously at a cost of approximately $0.05 million. Orion's residual 25% interest was free-carried by Strike thereafter. Orion's interests in these mining tenements were subsequently on-sold to Alara for vendor shares in the initial public offering (IPO) of Alara for a non-cash consideration of $1,562,500 comprising 6,250,000 Alara shares. Orion also acquired 3,082,744 additional Alara shares via the Alara IPO, on-market purchases and via an in-specie distribution from Strike at a total cash cost of $0.67 million.
(d) Agribusiness Assets
Orion owns the ultra-premium "Dandaragan Estate" extra virgin olive oil business and a 143 hectare commercial olive grove operation located in Gingin, Western Australian (approximately 100 kilometres North of Perth) producing olive oil from approximately 64,500, 14 year old olive tree plantings.
A summary of olive grove operations during the 2013 financial year are as follows:
- (i) Gross revenues were $270,967 (2012: $767,427);
- (ii) Olive grove operation expenses were $521,107 (which does not include revaluation, depreciation and impairment expenses) (2012: $1,274,715);
- (iii) Net revaluation, depreciation and impairment expense were $361,685 (2012: $78,361); and
- (iv) Inventory Bulk Oils of $57,717 reflects the cost of harvesting and processing during the 2012 season (June 2012: $206,320).
The carrying values of the olive grove property ($759,918) (2012: $999,901) and water licence ($575,437) (2012: $627,750) are based on an independent valuation of the assets undertaken for the 30 June 2013 accounts. The carrying value of the olive trees ($65,500 representing approximately one dollar per tree) (2012: $65,500) is based on the Orion Directors' assessment of their value for the 30 June 2013 accounts.
(e) Other Property Assets
Orion owns a property located in Mandurah, Western Australia, which was originally acquired as a multiunit development site. In 2009/2010 Orion sought development approval for the subdivision of the property into 4 survey-strata title lots. This application was rejected by the Western Australian Planning Commission. Subsequently Orion undertook a sale process of the property by way of public auction, with such auction failing to attract any bids. Orion has since renovated and rented out the 3 bedroom, 2.5 bathroom single level house.
The carrying value of $1,490,000 (2012: $1,640,000) is based on an independent valuation of the property undertaken for the 30 June 2013 accounts.
2. Queste's Other Assets
In addition to the investment in controlled entity, Orion, Queste has:
- (i) a direct share investment in Associate entity, Bentley, being 1,740,625 shares (or 2.37% of Bentley's issued ordinary share capital) (June 2012: 1,740,625 shares and 2.37%);
- (ii) a cash holding of $1,051,968 (30 June 2012: $1,643,821); and
- (iii) investments in other listed securities of $3,788 (30 June 2012: $5,772).
During the year, Queste's investments in ASX-listed securities have performed as follows:
(i) $17,763 net unrealised gain (30 June 2012: $17,489 net loss).
Queste will continue to look at undertaking investments in listed securities where appropriate to endeavour to achieve a return on investments beyond that afforded by the interest rates applicable on term deposits.
3. Review of Corporate Overheads
As announced on 3 April 20133 , the Company has conducted a review of various overheads associated with its ongoing operations as an ASX listed company with particular reference to its office and administration expenses.
The Company has undertaken a series of changes to reduce its ongoing corporate overhead expenses including securing alternate office accommodation at a significant reduced rental upon the expiry of its previous lease on 30 June 2013, a consolidation of office administration personnel and a general pay freeze for office personnel for the 2013 calendar year.
Furthermore, to assist the Company in reducing its corporate overheads, Chairman and Managing Director, Mr Farooq Khan voluntarily agreed to reduce his base salary by 50% with effect on 1 April 2013 and Mr Victor Ho (the Company Secretary) agreed to join the Board as an Executive Director on 3 April 2013 at no further cost to the Company beyond his current executive remuneration.
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.
3
Refer QUE ASX market announcement dated 3 April 2013 and entitled "Corporate Update"
FUTURE DEVELOPMENTS
The Consolidated Entity 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 Consolidated Entity invests. The investments' performances depend on many economic factors and also industry and company specific issues. In the opinion of the Directors, it is not possible or appropriate to make a prediction on the future course of markets, the performance of the Consolidated Entity's investments or the forecast of the likely results of the Consolidated Entity'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 their 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 their 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 notes that it is not directly subject to the Clean Energy Act 2011 (Cth).
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.
DIRECTORS
Information concerning Directors in office during or since the financial year:
| 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 corporatelaw. Mr Khan has extensive experience in the securities industry, capital markets and theexecutive management of ASX-listed companies.In particular, Mr Khan has guided theestablishment and growth of a number of public listed companies in the investment, miningand financial services sectors. He has considerable experience in the fields of capital raisings,mergers and acquisitions and investments. | ||
| Relevant interest in shares | 5,954,944 shares4 | ||
| Other current directorshipsin listed entities | Executive Chairman of:(1)Bentley Capital Limited (BEL) (since 2 December 2003)(2)Orion Equities Limited (OEQ) (since 23 October 2006) | ||
| Former directorships inother listed entities inpast 3 years | (1)Alara Resources Limited (AUQ) (18 May 2007 to 31 August 2012)(2)Yellow Brick Road Holdings Limited (YBR) (27 April 2006 to 18 March 2011)(3)Strike Resources Limited (SRK) (3 September 1999 to 3 February 2011) |
| Victor P. H. Ho | Executive Director and Company Secretary | |||||
|---|---|---|---|---|---|---|
| Appointed | Executive Director since 3 April 2013; Company Secretary since 30 August 2000 | |||||
| Qualifications | BCom, LLB (Western Australia) | |||||
| Experience | Mr Ho has been in executive and company secretarial roles with a number of public listedcompanies since early 2000.Previously, Mr Ho had 9 years' experience in the taxationprofession with the Australian Tax Office and in a specialist tax law firm. Mr Ho has beenactively involved in the structuring and execution of a number of corporate transactions,capital raisings and capital management matters and has extensive experience in publiccompany administration, corporations' law, stock exchange compliance and shareholderrelations. | |||||
| Relevant interest in shares | 17,500 shares | |||||
| Other current positionsheld in listed entities | Executive Director and Company Secretary of:(1)Orion Equities Limited (OEQ) (Secretary since 2 August 2000 and Director since 4 July2003)Company Secretary of: | |||||
| (2)Bentley Capital Limited (BEL) (since 5 February 2004) | ||||||
| (3)Alara Resources Limited (AUQ) (since 4 April 2007) | ||||||
| Former positions in otherlisted entities in past 3years | None |
4
Refer also Farooq Khan's Change of Director's Interest Notice dated 30 April 2012
| 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 hispostgraduate Masters degree and commenced work as a senior executive responsible forproduct marketing, costing systems and production management. Mr Khan has been anintegral member of the team responsible for the pre-IPO structuring and IPO promotion of anumber of ASX floats and has been involved in the management of such companies. MrKhan brings considerable international experience in key aspects of corporate finance andthe strategic analysis of listed investments. |
| Relevant interest in shares | 68,345 shares |
| Other current directorshipsin listed entities | Non-Executive Director of Orion Equities Limited (OEQ) (since 5 November 1999). |
| Former directorships inother listed entities in past 3years | None |
At the Balance Date, Yaqoob Khan is a resident overseas.
Former Directors
After a review of the appropriate board numbers for a Company the size of Queste, Non-Executive Directors, Mr Simon Cato and Mr Azhar Chaudhri voluntarily agreed to step down as Directors on 3 April 2013. Messrs Chaudhri and Cato commenced as Directors on 4 August 1998 and 6 February 2008 respectively.
The Board is very grateful for this action which will further assist the Company in the reduction of its corporate overheads. The Board also offers its sincere thanks to both Mr Chaudhri and Mr Cato for their valuable service as Directors of the Company over many years.
Given the constitution of the Company requires at least three directors, Company Secretary Mr Victor Ho agreed to join the Board as an Executive Director on 3 April 2013.
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 | 8 | 8 |
| Yaqoob Khan | 8 | 8 |
| Victor Ho | - | - |
| Simon Cato | 8 | 8 |
| 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.
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 (4) 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 Non-Executive 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 during the year as follows:
- (a) Mr Farooq Khan (Executive Chairman and Managing Director) a base salary of $125,000 per annum plus employer superannuation contributions (9% of base salary during the 2012/13 financial year and 9.25% for the 2013/14 financial year). Mr Khan voluntarily agreed to reduce his base salary by 50% with effect on 1 April 2013;
- (b) Mr Victor Ho (Company Secretary and Executive Director from 3 April 2013) a base salary of $45,000 per annum plus employer superannuation contributions. Mr Ho agreed to join the Board as an Executive Director on 3 April 2013 at no further cost to the Company beyond his remuneration as Company Secretary;
- (c) Mr Yaqoob Khan (Non-Executive Director) a base fee of $15,000 per annum;
- (d) Mr Simon Cato (Non-Executive Director who resigned as Director on 3 April 2013) a base fee of $15,000 per annum plus employer superannuation contributions; and
- (e) Mr Azhar Chaudhri (Non-Executive Director who resigned as Director on 3 April 2013) a base fee of $15,000 per annum.
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) Reimbursement of all reasonable expenses (including travelling 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.
Performance Related Benefits/Variable Remuneration: The Company does not presently provide short- or long-term 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 remuneration measures if appropriate in the future (subject to prior shareholder approval where applicable).
In considering the Company's performance and its effects on shareholder wealth, Directors have had regard to the data set out below for the latest financial year and the previous four financial years.
| 2013 | 2012 | 2011 | 2010 | 2009 | |
|---|---|---|---|---|---|
| Profit/(Loss) Before Income Tax ($) | (3,453,436) | (5,366,862) | (2,957,447) | 55,614 | (16,524,072) |
| Basic Earnings/(Loss) per Share (cents) | (6.73) | (9.85) | (5.52) | 2.50 | (41.30) |
| Dividends Paid ($) | - | - | - | - | 121,099 |
| Closing Bid Share Price at 30 June ($) | 0.07 | 0.66 | 0.81 | 1.30 | 1.35 |
(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 | ||||
|---|---|---|---|---|
| 2013KeyManagementPerson | Performancerelated% | Short-term BenefitsCash, salaryandcommissions$ | Non-cashbenefit$ | PostEmploymentBenefitsSuperannuation$ | OtherLong-termBenefitsLongserviceleave$ | EquityBasedShares &Options$ | Total$ |
|---|---|---|---|---|---|---|---|
| Executive Directors: | |||||||
| Farooq Khan | - | 97,356 | - | 9,844 | 12,019 | - | 119,219 |
| Victor Ho + | 45,000 | 4,050 | - | - | 49,050 | ||
| Non-Executive Directors: | |||||||
| Yaqoob Khan | - | 15,000 | - | - | - | - | 15,000 |
| Azhar Chaudhri * | - | 11,250 | - | - | - | - | 11,250 |
| Simon Cato * | - | 11,250 | - | 1,013 | - | - | 12,263 |
- Company Secretary, Mr Ho was appointed Executive Director on 3 April 2013
* Messrs Chaudhri and Cato resigned as Non-Executive Directors on 3 April 2013
Victor Ho is also Company Secretary of the Company.
| 2012 | Post | Other | |||||
|---|---|---|---|---|---|---|---|
| Performancerelated | Short-term Benefits | EmploymentBenefits | Long-termBenefits | EquityBased | |||
| KeyManagementPerson | % | Cash, salaryandcommissions | Non-cashbenefit | Superannuation | Longserviceleave | Shares &Options | Total |
| $ | $ | $ | $ | $ | $ | ||
| Executive Director: | |||||||
| Farooq Khan | - | 113,942 | - | 11,250 | 11,058 | - | 136,250 |
| Non-Executive Directors: | |||||||
| Yaqoob Khan | - | 15,000 | - | - | - | - | 15,000 |
| Azhar Chaudhri | - | 15,000 | - | - | - | - | 15,000 |
| Simon Cato | - | 15,000 | - | 1,350 | - | - | 16,350 |
| Company Secretary: | |||||||
| Victor Ho | - | 44,900 | - | 4,041 | - | - | 48,941 |
Paid by Orion to Key Management Personnel (who are also KMP of Queste)
| 2013 | PostEmployment | OtherLong-term | Equity | ||||
|---|---|---|---|---|---|---|---|
| Short-term Benefits | Benefits | Benefits | Based | ||||
| Key | Cash, salary | Long | |||||
| Management | Performance | and | Non-cash | service | Shares & | ||
| Personnel | related | commissions | benefit | Superannuation | leave | Options | Total |
| % | $ | $ | $ | $ | $ | $ | |
| Executive Directors: | |||||||
| Farooq Khan | - | 256,030 | - | 16,470 | - | - | 272,500 |
| Victor Ho | - | 75,000 | - | 6,750 | - | - | 81,750 |
| William Johnson # | - | 39,400 | - | 3,546 | 41,998 | - | 84,944 |
| Non-Executive Director: | |||||||
| Yaqoob Khan | - | 25,000 | - | - | - | - | 25,000 |
William Johnson transitioned from Executive Director to Non-Executive Director of OEQ on 25 March 2013 and retired as a Director of OEQ on 3 May 2013.
| 2012 | Short-term Benefits | PostEmploymentBenefits | OtherLong-termBenefits | EquityBased | ||||
|---|---|---|---|---|---|---|---|---|
| KeyManagementPersonnel | Performancerelated% | Cash, salaryandcommissions$ | Non-cashbenefit$ | Superannuation$ | Longserviceleave$ | Shares &Options$ | Total$ | |
| Executive Directors: | ||||||||
| Farooq Khan | - | 225,000 | - | 22,500 | 25,000 | - | 272,500 | |
| Victor Ho | - | 75,000 | - | 6,750 | - | - | 81,750 | |
| William Johnson | - | 45,120 | - | 4,061 | - | - | 49,181 | |
| Non-Executive Director: | ||||||||
| Yaqoob Khan | - | 25,000 | - | - | - | - | 25,000 |
Victor Ho is also Company Secretary of Orion.
The tables above may be aggregated to arrive at the aggregate amount of each element of remuneration of each Key Management Personnel paid or payable by the Consolidated Entity during the financial year.
(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.
(4) Voting and Comments on the Remuneration Report at the 2012 AGM
At the Company's most recent (2012) AGM, a resolution to adopt the prior year (2012) Remuneration Report was put to the vote and not passed by a majority of shareholders. This constituted the Company's "second strike" under the executive remuneration related provisions of the Corporations Act (the Company having received its "first strike" at the 2011 AGM).
As required by the Corporations Act, a resolution to hold fresh elections for directors at a special meeting was put to the vote at the 2012 AGM, however, this ordinary resolution was not passed.
The Board has reviewed the Company's remuneration policy and considered feedback from relevant stakeholders and believes that the Company's remuneration structure and practices are appropriate, for the reasons detailed in this Remuneration Report.
The Board notes that as announced by the Company on 3 April 20131 :
- (a) After a review of the appropriate Board numbers for a Company the size of Queste, Non-Executive Directors, Mr Simon Cato and Mr Azhar Chaudhri voluntarily agreed to step down as Directors on 3 April 2013;
- (b) Executive Chairman and Managing Director Mr Farooq Khan voluntarily agreed to reduce his base salary by 50% with effect on 1 April 2013; and
- (c) Given the constitution of the Company requires at least three directors, Company Secretary, Mr Victor Ho agreed to join the Board as an Executive Director on 3 April 2013 at no further cost to the Company beyond his remuneration as Company Secretary;
This concludes the audited Remuneration Report.
5
Refer QUE ASX market announcement dated 3 April 2013 and entitled "Corporate Update"
DIRECTORS' AND OFFICERS' INSURANCE
The Company and Orion each insure Directors and Officers against liability they may incur in respect of any wrongful acts or omissions made by them in such capacity (to the extent permitted by the Corporations Act 2001) (D&O Policy). Details of the amount of the premium paid in respect of the insurance policies are not disclosed as such disclosure is prohibited under the terms of the contract.
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:
- (a) 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
- (b) 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.
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 & ReviewFees | Non-AuditServices | Total | Audit & ReviewFees | Non-AuditServices | Total | |
| $ | $ | $ | $ | $ | $ | |
| 65,839 | 13,010 | 78,849 | 27,461 | 5,924 | 33,385 |
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 21. 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 other 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 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.
Farooq Khan Victor Ho
30 August 2013
Chairman Executive Director and Company Secretary

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia
30 August 2013
The Board of Directors Queste Communications Ltd Suite 1, 346 Barker Road, Subiaco, WA, AUSTRALIA, 6008
Dear Sirs,
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF QUESTE COMMUNICATIONS LTD
As lead auditor of Queste Communications Ltd for the year ended 30 June 2013, 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; and
- 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.
Brad McVeigh Director
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.
CONSOLIDATED STATEMENT for the year ended 30 June 2013 OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Note | 2013$ | 2012$ | |
|---|---|---|---|
| Revenue | 3 | 436,262 | 924,098 |
| Other | |||
| Other Revenue | 2,804 | 75 | |
| TOTAL REVENUE | 439,066 | 924,173 | |
| EXPENSES | 3 | ||
| Net Loss on Financial Assets at Fair Value through Profit or Loss | (1,469,595) | (2,648,702) | |
| Share of Net Loss of Associate | (102,158) | (625,086) | |
| Loss on Property held for Development or Resale | (150,000) | (160,000) | |
| Land Operation Expenses | (15,583) | (154,608) | |
| Cost of Goods Sold in relation to Olive Oils Operations | (326,263) | (1,182,799) | |
| Olive Oil Operation Expenses | (556,529) | (170,275) | |
| Personnel Expenses | (933,496) | (904,117) | |
| Occupancy Expenses | (99,418) | (155,529) | |
| Finance Expenses | (2,381) | (4,919) | |
| Corporate Expenses | (43,165) | (50,224) | |
| Administration Expenses | (193,914) | (234,776) | |
| LOSS BEFORE INCOME TAX | (3,453,436) | (5,366,862) | |
| Income Tax Expense | 4 | (57,300) | (24,864) |
| LOSS FOR THE YEAR | (3,510,736) | (5,391,726) | |
| OTHER COMPREHENSIVE INCOMERevaluation of Assets, Net of Tax | (64,154) | (29,519) | |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | (3,574,890) | (5,421,245) | |
| LOSS ATTRIBUTABLE TO: | |||
| Owners of Queste Communications Ltd | (2,014,600) | (2,948,509) | |
| Non-Controlling Interest | (1,496,136) | (2,443,217) | |
| (3,510,736) | (5,391,726) | ||
| TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: | |||
| Owners of Queste Communications Ltd | (2,078,754) | (2,978,028) | |
| Non-Controlling Interest | (1,496,136) | (2,443,217) | |
| (3,574,890) | (5,421,245) | ||
| LOSS PER SHARE ATTRIBUTABLE TO THE ORDINARY | |||
| EQUITY HOLDERS OF THE COMPANY: | |||
| Basic and Diluted Loss per Share (cents) | 7 | (6.73) | (9.85) |
The accompanying notes form part of these consolidated financial statements
as at 30 June 2013 OF FINANCIAL POSITION CONSOLIDATED STATEMENT
| Note | 2013 | 2012 | |
|---|---|---|---|
| $ | $ | ||
| CURRENT ASSETS | |||
| Cash and Cash Equivalents | 8 | 2,747,596 | 2,008,853 |
| Financial Assets at Fair Value through Profit or Loss | 9 | 723,873 | 3,827,155 |
| Trade and Other Receivables | 10 | 209,600 | 330,843 |
| Inventories | 11 | 140,622 | 277,595 |
| Other Current Assets | 12 | 5,854 | 5,895 |
| TOTAL CURRENT ASSETS | 3,827,545 | 6,450,341 | |
| NON CURRENT ASSETS | |||
| Trade and Other Receivables | 10 | 53,085 | 32,823 |
| Property held for Development or Resale | 11 | 1,490,000 | 1,640,000 |
| Investment in Associate Entity | 13 | 4,307,391 | 4,854,638 |
| Property, Plant and Equipment | 14 | 1,154,801 | 1,637,683 |
| Olive Trees | 15 | 65,500 | 65,500 |
| Intangible Assets | 16 | 650,433 | 727,746 |
| Deferred Tax Asset | 19 | 95,009 | 358,251 |
| TOTAL NON CURRENT ASSETS | 7,816,219 | 9,316,641 | |
| TOTAL ASSETS | 11,643,764 | 15,766,982 | |
| CURRENT LIABILITIES | |||
| Trade and Other Payables | 17 | 149,981 | 256,642 |
| Provisions | 18 | 174,989 | 202,730 |
| TOTAL CURRENT LIABILITIES | 324,970 | 459,372 | |
| NON CURRENT LIABILITIES | |||
| Deferred Tax Liability | 19 | 95,009 | 358,251 |
| TOTAL NON CURRENT LIABILITIES | 95,009 | 358,251 | |
| TOTAL LIABILITIES | 419,979 | 817,623 | |
| NET ASSETS | 11,223,785 | 14,949,359 | |
| EQUITY | |||
| Issued Capital | 20 | 6,192,427 | 6,192,427 |
| Reserves | 21 | 2,257,792 | 2,321,946 |
| Accumulated Losses | (1,773,141) | (6,762) | |
| Parent Interest | 6,677,078 | 8,507,611 | |
| Non-Controlling Interest | 4,546,707 | 6,441,748 | |
| TOTAL EQUITY | 11,223,785 | 14,949,359 |
for the year ended 30 June 2013 OF CHANGES IN EQUITY CONSOLIDATED STATEMENT
| Note | IssuedCapital$ | Reserves$ | AccumulatedLosses$ | NonControllingInterest$ | Total$ |
|---|---|---|---|---|---|
| BALANCE AT 1 JULY 2011 | 6,192,427 | 2,351,465 | 2,941,747 | 8,913,462 | 20,399,101 |
| Loss for the YearOther Comprehensive Income | -- | -(29,519) | (2,948,509)- | (2,443,217)- | (5,391,726)(29,519) |
| Total Comprehensive Lossfor the Year | - | (29,519) | (2,948,509) | (2,443,217) | (5,421,245) |
| Transactions with Ownersin their capacity asTransactions with Non | |||||
| Controlling Interest | - | - | - | (28,497) | (28,497) |
| BALANCE AT 30 JUNE 2012 | 6,192,427 | 2,321,946 | (6,762) | 6,441,748 | 14,949,359 |
| BALANCE AT 1 JULY 2012 | 6,192,427 | 2,321,946 | (6,762) | 6,441,748 | 14,949,359 |
| Loss for the YearOther Comprehensive Income | -- | -(64,154) | (2,014,600)- | (1,496,136)- | (3,510,736)(64,154) |
| Total Comprehensive Lossfor the Year | - | (64,154) | (2,014,600) | (1,496,136) | (3,574,890) |
| Transactions with Ownersin their capacity asTransactions with Non | |||||
| Controlling Interest2(b) | - | - | 248,221 | (398,905) | (150,684) |
| BALANCE AT 30 JUNE 2013 | 6,192,427 | 2,257,792 | (1,773,141) | 4,546,707 | 11,223,785 |
The accompanying notes form part of these consolidated financial statements
for the year ended 30 June 2013 OF CASH FLOWS CONSOLIDATED STATEMENT
| Note | 2013 | 2012 | |
|---|---|---|---|
| $ | $ | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from Customers | 412,545 | 570,944 | |
| Dividends Received | 306 | 756,871 | |
| Interest Received | 124,842 | 83,365 | |
| Payments to Suppliers and Employees | (1,796,391) | (2,409,511) | |
| Interest Paid | (367) | (868) | |
| Sale/Redemption of Financial Assets at Fair Value through Profit or Loss | 1,624,132 | - | |
| NET CASH USED IN OPERATING ACTIVITIES | 8 | 365,067 | (999,199) |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Purchase of Plant and Equipment | 14 | (5,343) | (11,857) |
| Disposal of Plant and Equipment | 14 | 5,513 | - |
| Return of Capital Received | 13 | 445,089 | 1,335,265 |
| Proceeds from Sale of Investment Securities | 19,671 | - | |
| Purchase of Investment Securities | (91,254) | - | |
| NET CASH PROVIDED BY INVESTING ACTIVITIES | 373,676 | 1,323,408 | |
| NET INCREASE/(DECREASE) IN CASH HELD | 738,743 | 324,209 | |
| Cash and Cash Equivalents at Beginning of Financial Year | 2,008,853 | 1,684,644 | |
| CASH AND CASH EQUIVALENTS AT END OF FINANCIAL | 8 | 2,747,596 | 2,008,853 |
| YEAR |
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 subsidiaries. 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, as appropriate for for-profit entities.
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 2013 and the results of its subsidiaries for the year then ended. Queste Communications Ltd and its subsidiaries 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.
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 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 Profit or Loss and Other Comprehensive Income, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post-acquisition 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 Profit or Loss and Other 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
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (CODM). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
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.
Interest Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
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 Statement of Cash Flows 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 the 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 oncosts. Employee benefits payable later than one year from the Balance Date 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 the 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 Profit or Loss and Other 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 non-derivatives that are either designated in this category or not classified in any other category. 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 non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.
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 the reporting date (refer to Note 9).
1.14. Property held for Resale
Property held for development and sale is valued at the 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 Profit or Loss and Other Comprehensive Income during the financial period in which they are incurred.
The depreciation rates used for each class of depreciable assets are:
| Class of Fixed Asset | Rate | Method |
|---|---|---|
| Buildings | 7.5% | Diminishing Value |
| Plant and Equipment | 5-75% | Diminishing Value |
| Leasehold Improvements | 7.5-15% | 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 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 are made where the Consolidated Entity 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, for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.
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
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 materials. Costs are assigned to individual items of inventory on the 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.
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 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.
1.24. 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.
Non-current assets estimated at fair value
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 Profit or Loss and Other Comprehensive Income. Independent valuations are obtained for these non-current assets at least annually.
Estimation of useful lives of assets
The Consolidated Entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations, market, economic, legal environment or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
Indefinite life of intangible assets
The Consolidated Entity tests annually or more frequently, if events or changes in circumstances indicate impairment and whether the indefinite life of intangible assets has suffered any impairment, in accordance with the note 1.16.
1.27. Summary of Accounting Standards Issued but 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 AffectedStandard(s) | Nature of Change | Application date |
|---|---|---|---|
| AASB 9 (issuedDecember 2009and amendedDecember 2010) | Financial Instruments | Amends the requirements for classification and measurement offinancial assets. The available-for-sale and held-to-maturitycategories of financial assets in AASB 139 have been eliminated.Under AASB 9, there are three categories of financial assets: | Annual reportingperiods beginning on orafter 1 July 2015 |
| Amortised costFair value through profit or lossFair value through other comprehensive income. | |||
| The following requirements have generally been carried forwardunchanged from AASB 139 Financial Instruments: Recognitionand Measurement into AASB 9: | |||
| Classification and measurement of financial liabilities; andDerecognition requirements for financial assets andliabilities. | |||
| However, AASB 9 requires that gains or losses on financialliabilities measured at fair value are recognised in profit or loss,except that the effects of changes in the liability's credit risk arerecognised in other comprehensive income. | |||
| IFRS (issuedOctober 2012) | Investment Entities -Amendments to IFRS 10,IFRS 12 and IAS 27 | The amendment defines an 'investment entity' and requires aparent that is an investment entity to measure its investments inparticular subsidiaries at fair value through profit or loss in itsconsolidated and separate financial statements.The amendment prescribes three criteria that must be met inorder for an entity to be defined as an investment entity, as wellas four 'typical characteristics' to consider in assessing thecriteria. | Annual reportingperiods beginning on orafter 1 July 2014 |
| The amendment also introduces disclosure requirements forinvestment entities into IFRS 12 Disclosure of Interests in OtherEntities and amends IAS 27 Separate Financial Statements. | |||
| AASB 10 (issuedAugust 2011) | Consolidated FinancialStatements | Introduces a single 'control model' for all entities, includingspecial purpose entities (SPEs), whereby all of the followingconditions must be present: | Annual reportingperiods beginning on orafter 1 July 2013 |
| Power over investee (whether or not power used inpractice) | |||
| Exposure, or rights, to variable returns from investee | |||
| Ability to use power over investee to affect the entity'sreturns from investee. | |||
| Introduces the concept of 'de facto' control for entities with lessthan a 50% ownership interest in an entity, but which have alarge shareholding compared to other shareholders. This couldresult in more instances of control and more entities beingconsolidated. | |||
| Potential voting rights are only considered when determining ifthere is control when they are substantive (holder has practicalability to exercise) and the rights are currently exercisable. Thismay result in possibly fewer instances of control. | |||
| Additional guidance included to determine when decision makingauthority over an entity has been delegated by a principal to anagent. Factors to consider include: | |||
| | Scope of decision making authority | ||
| Rights held by other parties, e.g. kick-out rights | |||
| Remuneration and whether commensurate with servicesprovided | |||
| Decision maker's exposure to variability of returns fromother interests held in the investee. |
1.27. Summary of Accounting Standards Issued but not yet Effective (continued)
| AASB reference | Title and AffectedStandard(s): | Nature of Change | Application date: |
|---|---|---|---|
| AASB 13 (issuedSeptember 2011) | Fair Value Measurement | Currently, fair value measurement requirements are included inseveral Accounting Standards. AASB 13 establishes a singleframework for measuring fair value of financial and non-financialitems recognised at fair value in the Statement of FinancialPosition or disclosed in the notes in the financial statements.Additional disclosures required for items measured at fair value inthe Statement of Financial Position, as well as items merelydisclosed at fair value in the notes to the financial statements.Extensive additional disclosure requirements for items measuredat fair value that are 'level 3' valuations in the fair valuehierarchy that are not financial instruments, e.g. land andbuildings, investment properties etc. | Annual reportingperiods beginning on orafter 1 July 2013 |
| AASB 119 (reissuedSeptember 2011) | Employee Benefits | Main changes include:Elimination of the 'corridor' approach for deferringgains/losses for defined benefit plansActuarial gains/losses on remeasuring the defined benefitplan obligation/asset to be recognised in OCI rather than inprofit or loss, and cannot be reclassified in subsequentperiodsSubtle amendments to timing for recognition of liabilities fortermination benefitsEmployee benefits expected to be settled (as opposed todue to settle under current standard) wholly within 12months after the end of the reporting period are short-termbenefits, and therefore not discounted when calculatingleave liabilities. Annual leave not expected to be usedwholly within 12 months of end of reporting period will infuture be discounted when calculating leave liability. | Annual reportingperiods beginning on orafter 1 July 2013 |
| AASB 2012-5(issued June 2012) | Amendments toAustralian AccountingStandards arising fromAnnual Improvements2009-2011 Cycle | Non-urgent but necessary changes to standards | Annual reportingperiods beginning on orafter 1 July 2013 |
| AASB 2012-9(issued December2012) | Amendment to AASB1048 arising from theWithdrawal of AustralianInterpretation 1039 | Deletes Australian Interpretation 1039 Substantive Enactment ofMajor Tax Bills In Australia from the list of mandatory AustralianInterpretations to be applied by entities preparing financialstatements under the Corporations Act 2001 or other generalpurpose financial statements. | Annual reportingperiods beginning on orafter 1 July 2013 |
for the year ended 30 June 2013 FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
2. PARENT ENTITY INFORMATION
The following information provided relates to the Company, Queste Communications Ltd, as at 30 June 2013. The information presented below has been prepared using accounting policies outlined in Note 1.
| 2013 | 2012 | ||
|---|---|---|---|
| $ | $ | ||
| Current Assets | 1,217,626 | 1,678,568 | |
| Non Current Assets | 2,476,400 | 2,534,794 | |
| TOTAL ASSETS | 3,694,026 | 4,213,362 | |
| Current Liabilities | 118,470 | 130,424 | |
| TOTAL LIABILITIES | 118,470 | 130,424 | |
| NET ASSETS | 3,575,556 | 4,082,938 | |
| Issued Capital | 6,192,427 | 6,192,427 | |
| Reserves | 1,178,498 | 1,321,679 | |
| Accumulated LossesEQUITY | (3,795,369)3,575,556 | (3,431,168)4,082,938 | |
| Loss for the Year | (364,201) | (443,726) | |
| Other Comprehensive Income | - | - | |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | (364,201) | (443,726) | |
| (a)Current Assets | |||
| Cash and Cash Equivalents | |||
| Cash at Bank | 351,968 | 523,821 | |
| Term Deposit | 700,000 | 1,120,000 | |
| 1,051,968 | 1,643,821 | ||
| (b)Non Current Assets | |||
| Investments in Controlled Entity | |||
| Shares in Controlled Entity - at cost | 3,150,588 | 3,069,452 | |
| Net Change in Fair Value | (1,370,734) | (1,166,190) | |
| 1,779,854 | 1,903,262 | ||
| Details of percentage of Ordinary Shares held | Ownership Interest | ||
| in Controlled Entity: | 2013 | 2012 | |
| Investment in Controlled Entity | Incorporated | % | % |
| Orion Equities Limited | Australia | 52.58 | 50.88 |
On 5 April 2013, the Company acquired 1.7% of issued shares of Orion (304,500) on-market at a total cost of $81,136. The net effect on the Non-Controlling Interest due to the purchase was $150,684.
(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 Bentley Capital Limited (BEL), pursuant to shared office and administration arrangements. Interest is not charged on such outstanding amounts and all amounts were fully recovered/repaid by balance date. The following related party transactions also occurred with related parties:
| 2013 | 2012 | |
|---|---|---|
| Bentley Capital Limited | $ | $ |
| Dividends Received | - | 59,181 |
| Return of Capital Received | 445,089 | 1,335,265 |
2. PARENT ENTITY INFORMATION (continued)
(c) Transactions with Related Parties (continued)
The Company has provided a $650,000 unsecured interest bearing (at 10% per annum) loan facility to Orion, with a term currently expiring on 31 December 2013.
| Note | 2013 | 2012 | ||
|---|---|---|---|---|
| Orion Equities Limited | $ | $ | ||
| Interest Received on Loan Facility | - | 20,060 | ||
| (d) | Lease Commitments | |||
| Not longer than one year | 24 | 48,582 | 78,630 | |
| Longer than one year but not longer than five years | 24 | - | - | |
| 48,582 | 78,630 |
3. LOSS FOR THE YEAR
The Consolidated Entity's Operating Loss before Income Tax includes the following items of revenue and expense:
| (a) | Revenue | ||
|---|---|---|---|
| Revenue from Sale of Olive Oils | 270,967 | 767,427 | |
| Rental Revenue | 44,438 | 52,531 | |
| Dividend Revenue | 306 | 223 | |
| Interest Revenue | 120,551 | 103,917 | |
| 436,262 | 924,098 | ||
| Other | |||
| Other Revenue | 2,804 | 75 | |
| 439,066 | 924,173 | ||
| (b) | Expenses | ||
| Net Loss on Financial Assets at Fair Value through Profit or Loss | 1,469,595 | 2,648,702 | |
| Share of Net Loss of Associate | 102,158 | 625,086 | |
| Olive Oil Operations | |||
| Cost of Goods Sold | 326,263 | 1,182,799 | |
| Impairment and Depreciation of Olive Oil Assets | 361,685 | 78,359 | |
| Other Expenses | 194,844 | 91,916 | |
| Land Operations | |||
| Loss on Revaluation of Land held for Development or Resale | 150,000 | 160,000 | |
| Other Expenses | 15,583 | 154,608 | |
| Salaries, Fees and Employee Benefits | 933,496 | 610,270 | |
| Occupancy Expenses | 99,418 | 94,636 | |
| Finance Expenses | 2,381 | 21,441 | |
| Corporate Expenses | |||
| ASX Fees | 26,794 | 32,780 | |
| Share Registry | 12,681 | 11,054 | |
| Other Corporate Expenses | 4,728 | 4,569 | |
| Administration Expenses | |||
| Professional Fees | 21,194 | 6,559 | |
| Brokerage Fees | 3,689 | - | |
| Realisation Cost of Investment Portfolio Written Back | (15,355) | (14,974) | |
| Depreciation | 7,340 | 7,855 | |
| Other Administration Expenses | 176,0083,892,502 | 575,3756,291,035 | |
| 4. | INCOME TAX EXPENSE | 2012$ | |
|---|---|---|---|
| (a) | The components of Tax Expense comprise: | $ | |
| Current Tax | - | - | |
| Deferred Tax19 | 57,300 | 24,864 | |
| 57,300 | 24,864 | ||
| (b) | The prima facie tax on Operating Profit before Income Tax isreconciled to the income tax as follows: | ||
| Prima facie tax payable on Operating Profit before Income Tax at 30%(2012: 30%) | (1,036,031) | (1,610,059) | |
| Adjust tax effect of: | |||
| Other Assessable Income | 81,258 | 319,664 | |
| Non-Deductible Expenses | 419,365 | 857,260 | |
| Current Year Tax Losses not brought to account | 562,061 | 270,473 | |
| Share of Net Loss of Associate | 30,647 | 187,526 | |
| Income tax attributable to entity | 57,300 | 24,864 | |
| (c) | Deferred Tax recognised directly in OtherComprehensive Income | ||
| Revaluations of Land & Intangible Assets | 57,300 | 24,864 | |
| (d) | Unrecognised Deferred Tax balances | ||
| Unrecognised Deferred Tax Asset - Revenue Losses | 2,740,625 | 2,487,319 | |
| Unrecognised Deferred Tax Asset - Capital Losses | 246,719 | 246,719 | |
| 2,987,344 | 2,734,038 |
The above deferred tax assets have not been recognised in respect of the above items because it is not probable that future taxable profit will be available against which the Consolidated Entity can utilise the benefits. Revenue and capital tax losses are subject to relevant statutory tests.
5. INTERESTS OF KEY MANAGEMENT PERSONNEL (KMP)
Refer to the Remuneration Report contained in the Directors' Report for details of the remuneration paid or payable to each member of the Consolidated Entity's KMP for the year ended 30 June 2013.
The total remuneration paid to KMP of the Consolidated Entity during the year is as follows:
| 2013 | 2012 | |
|---|---|---|
| Directors | $ | $ |
| Short-Term Employment Benefits | 590,204 | 574,973 |
| Other Long-Term Employment Benefits | 80,941 | 36,058 |
| 671,145 | 611,031 | |
| Other KMP | ||
| Short-Term Employment Benefits | - | 48,950 |
| - | 48,950 | |
| 671,145 | 659,981 |
Mr Farooq Khan voluntarily agreed to reduce his base salary by 50% with effect on 1 April 2013 and Mr Victor Ho (the Company Secretary) agreed to join the Board as an Executive Director on 3 April 2013 at no further cost to the Company beyond his remuneration as Company Secretary.
There were no options, rights or equity instruments provided as remuneration to KMP and no shares issued on the exercise of any such instruments during the financial year.
| Balance at | ||||
|---|---|---|---|---|
| KMP Shareholdings | Balance at | Appointment | Balance at | |
| Fully Paid Ordinary Shares | Start of Year | /Cessation | Net Change | End of Year |
| 30 June 2013 | ||||
| Directors | ||||
| Farooq Khan | 6,223,044 | - | 6,223,044 | |
| Simon Cato (resigned 3 April 2013) | 193,000 | 193,000 | ||
| Azhar Chaudhri (resigned 3 April 2013) | 5,235,230 | 5,235,230 | ||
| Yaqoob Khan | 68,345 | - | 68,345 | |
| Victor Ho (appointed a Director 3 April 2013) | 17,500 | - | 17,500 | |
| 30 June 2012 | ||||
| Directors | ||||
| Farooq Khan | 6,398,044 | (175,000) | 6,223,044 | |
| Simon Cato | 193,000 | - | 193,000 | |
| Azhar Chaudhri | 5,551,230 | (316,000) | 5,235,230 | |
| Yaqoob Khan | 68,345 | - | 68,345 | |
| Other KMP | ||||
| Victor Ho (Company Secretary) | 17,500 | - | 17,500 |
5. INTERESTS OF KEY MANAGEMENT PERSONNEL (KMP) (continued)
| KMP Shareholdings | Balance at | Balance atAppointment | Balance at | |
|---|---|---|---|---|
| Partly Paid Ordinary Shares | Start of Year | /Cessation | Net Change | End of Year |
| 30 June 2013 | ||||
| Directors | ||||
| Farooq Khan | - | - | - | |
| Simon Cato (resigned 3 April 2013) | - | - | ||
| Azhar Chaudhri (resigned 3 April 2013) | 20,000,000 | 20,000,000 | ||
| Yaqoob Khan | - | - | - | |
| Victor Ho (appointed a Director 3 April 2013) | - | - | - | |
| 30 June 2012 | ||||
| Directors | ||||
| Farooq Khan | - | - | - | |
| Simon Cato | - | - | - | |
| Azhar Chaudhri | 20,000,000 | - | 20,000,000 | |
| Yaqoob Khan | - | - | - | |
| Other KMP | ||||
| Victor Ho (Company Secretary) | - | - | - |
The disclosures of equity holdings above are in accordance with the accounting standards which require 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).
Other KMP Transactions
There were no transactions with KMP (or their personally related entities) during the financial year other than disclosed below.
Former Director, Simon Cato, (who resigned 3 April 2013) is a director of ASX listed Advanced Share Registry Limited (ASW), which provides share registry services to the Consolidated Entity.
| 2013 | 2012 | |
|---|---|---|
| Amounts recognised as expense | $ | $ |
| Share Registry Fees (to 3 April 2013) | 10,351 | 11,054 |
On 1 June 2013, Director, Farooq Khan, entered into a standard form fixed term residential tenancy agreement with Orion subsidiary Silver Sands Developments Pty Ltd (SSD) to rent the Property Held for Developmemnt or Resale (refer Note 11). The lease is for a term of 12 months with the monthly rental being $3,683. As at 30 June 2013, the total rent paid by Mr Khan totalled $7,367.
6. AUDITORS' REMUNERATION
During the year the following fees were paid for services provided by the auditor of the parent entity, its related practices and other non-related audit firms:
| 2013 | 2012 | |
|---|---|---|
| BDO Audit (WA) Pty Ltd | $ | $ |
| Audit and Review of Financial Statements | 65,839 | 70,707 |
| Taxation Services | 13,010 | 5,755 |
| 78,849 | 76,462 |
The Consolidated Entity may engage BDO on assignments additional to their statutory audit duties where their expertise and experience with the Consolidated Entity are important. These assignments principally relate to taxation advice in relation to the tax notes to the financial statements.
| 7. | LOSS PER SHARE | 2013 | 2012 |
|---|---|---|---|
| Basic and Diluted Loss per Share | cents(6.73) | cents(9.85) | |
| The following represents the loss and weighted average number of shares used in the loss per share |
| calculations: | ||
|---|---|---|
| 2013 | 2012 | |
| $ | $ | |
| Net Loss attributable to owners of Queste Communications Ltd | (2,014,600) | (2,948,509) |
| Number of | Number of | |
| Weighted Average Number of Ordinary Shares | 29,927,379 | 29,927,379 |
Under AASB 133 Earnings per Share, potential ordinary shares such as partly paid shares will only be treated as dilutive when their conversion to ordinary shares would increase the loss per share. Diluted Loss per Share is not calculated as it does not increase the loss per share.
8. CASH AND CASH EQUIVALENTS
(a) Reconciliation of Cash
Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows:
| 2013 | 2012 | |
|---|---|---|
| $ | $ | |
| Cash at Bank and in Hand | 647,596 | 888,853 |
| Short-Term Deposits | 2,100,000 | 1,120,000 |
| 2,747,596 | 2,008,853 |
| CASH AND CASH EQUIVALENTS (continued)8. | 2013$ | 2012$ |
|---|---|---|
| Reconciliation of Operating Profit after Income Tax to Net(b)Cash used in Operating Activities | ||
| Loss after Income Tax | (3,510,736) | (5,391,726) |
| Add Non-Cash Items: | ||
| Depreciation | 225,775 | 86,214 |
| Write Off of Fixed Assets | 16,954 | - |
| Net Loss on Financial Assets at Fair Value through Profit or Loss | 3,113,398 | 2,648,701 |
| Loss on Land held for Development or Resale | 150,000 | 160,000 |
| Loss on Revaluation of Land | 101,296 | - |
| Impairment of Brand Name | 25,000 | - |
| Share of Net Loss of Associate | 102,158 | 625,086 |
| Changes in Assets and Liabilities: | ||
| Financial Assets at Fair Value through Profit or Loss | (19,671) | - |
| Trade and Other Receivables | 100,981 | (269,641) |
| Inventories | 136,973 | 721,835 |
| Other Current Assets | 41 | (838) |
| Investments accounted for using the Equity Method | - | 756,649 |
| Trade and Other Payables | (106,661) | (365,594) |
| Provisions | (27,741) | 5,251 |
| Deferred Tax | 57,300 | 24,864 |
| 365,067 | (999,199) |
(c) 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.
| 9.FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS | 2013$ | 2012$ |
|---|---|---|
| Current | ||
| Listed Investments at Fair Value | 723,873 | 3,781,585 |
| Unlisted Investments at Fair Value | - | 45,570 |
| 723,873 | 3,827,155 |
(a) Risk Exposure
The Consolidated Entity's exposure to price risk is discussed in Note 23.
| 10.TRADE AND OTHER RECEIVABLES | 2013 | 2012 |
|---|---|---|
| $ | $ | |
| Current | ||
| Trade Receivables | 18,995 | 243,656 |
| Interest Receivable | 16,261 | 20,552 |
| GST Receivable | - | 15,529 |
| Receivable from Related Parties | 1,487 | 995 |
| Other Receivables | 172,857 | 50,111 |
| 209,600 | 330,843 |
| $ | ||
|---|---|---|
| 32,823 | $ | Non Current |
| 53,085 | Bonds and Guarantees |
(a) Risk Exposure
The Consolidated Entity's exposure to credit and interest rate risks is discussed in Note 23.
(b) Impaired Trade Receivables
None of the Consolidated Entity's receivables are impaired or past due.
| 11.INVENTORIES | 2013$ | 2012$ |
|---|---|---|
| Current | ||
| Bulk Oils - at cost | 57,716 | 206,320 |
| Packaged Oils - at cost | 82,906 | 71,275 |
| 140,622 | 277,595 | |
| Non Current | ||
| Property held for Development or Resale | 3,797,339 | 3,797,339 |
| Revaluation of Property | (2,307,339) | (2,157,339) |
| 1,490,000 | 1,640,000 |
Property held for development or resale was valued by an independent qualified valuer (an Associate Member of the Australian Property Institute) on 30 June 2013. The revaluation has been recognised in the Statement of Profit or Loss and Other Comprehensive Income.
| 2013 | 2012 |
|---|---|
| $ | $ |
| 5,854 | 5,895 |
13. INVESTMENT IN ASSOCIATE ENTITY
| Ownership Interest | Carrying Amount | |||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| % | % | $ | $ | |
| Bentley Capital Limited | 30.34 | 30.34 | 4,307,391 | 4,854,638 |
| Movement in Investment | ||||
| Opening Balance | 4,854,638 | 7,571,638 | ||
| Share of Net Loss after tax | (102,158) | (625,086) | ||
| Dividend Received | - | (756,649) | ||
| Returns of Capital Received | (445,089) | (1,335,265) | ||
| Closing Balance | 4,307,391 | 4,854,638 | ||
| Fair Value of Listed Investment in Associate | 3,226,889 | 3,338,161 | ||
| Net Asset Value of Investment | 5,542,510 | 6,089,773 |
13. INVESTMENT IN ASSOCIATE ENTITY (continued)
| Summarised Position of Associate2013 | Assets$ | Liabilities$ | Revenues$ | NetProfit/(Loss)$ |
|---|---|---|---|---|
| Bentley Capital Limited | 5,639,089 | 96,579 | 285,866 | (102,158) |
| 2012Bentley Capital Limited | 6,197,893 | 108,120 | 173,959 | (625,086) |
| PROPERTY, PLANT AND EQUIPMENT14. | 2013$ | 2012$ | ||
| Land | ||||
| At Cost | 861,214 | 861,214 | ||
| Revaluation | (101,296) | 138,687 | ||
| 759,918 | 999,901 | |||
| Buildings | ||||
| At Cost | 117,876 | 117,876 | ||
| Accumulated Depreciation | (44,723) | (38,792) | ||
| 73,153 | 79,084 | |||
| Plant & Equipment | ||||
| At Cost | 1,435,354 | 1,452,478 | ||
| Accumulated Depreciation | (1,118,982) | (900,139) | ||
| 316,372 | 552,339 | |||
| Leasehold Improvements | ||||
| At Cost | 44,264 | 44,264 | ||
| Accumulated Depreciation | (38,906)5,358 | (37,905)6,359 | ||
| 1,154,801 | 1,637,683 |
14. PROPERTY, PLANT AND EQUIPMENT (continued)
Movements in Carrying Amounts
Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
| Leasehold | |||||
|---|---|---|---|---|---|
| Freehold | Plant & | Improve | |||
| Land | Buildings | Equipment | ments | Total | |
| $ | $ | $ | $ | $ | |
| AT 1 JULY 2011 | 1,028,470 | 85,496 | 619,205 | 7,438 | 1,740,609 |
| Revaluation | (28,569) | - | - | - | (28,569) |
| Additions | - | - | 11,857 | - | 11,857 |
| Depreciation expense | - | (6,412) | (78,723) | (1,079) | (86,214) |
| AT 30 JUNE 2012 | 999,901 | 79,084 | 552,339 | 6,359 | 1,637,683 |
| AT 1 JULY 2012 | 999,901 | 79,084 | 552,339 | 6,359 | 1,637,683 |
| Revaluation | (239,983) | - | - | - | (239,983) |
| Additions | - | - | 5,343 | - | 5,343 |
| Disposals | - | - | (5,513) | - | (5,513) |
| Write-Offs | - | - | (16,954) | - | (16,954) |
| Depreciation expense | - | (5,931) | (218,843) | (1,001) | (225,775) |
| AT 30 JUNE 2013 | 759,918 | 73,153 | 316,372 | 5,358 | 1,154,801 |
Land was valued by an independent qualified valuer (an Associate Member of the Australian Property Institute) on 30 June 2013. The revaluation of $239,983 has been recognised in the Asset Revaluation Reserve ($138,687; refer Note 21) and the Statement of Profit or Loss and Other Comprehensive Income
| 15.OLIVE TREES | 2013 | 2012 |
|---|---|---|
| $ | $ | |
| Olive Trees - at cost | 300,000 | 300,000 |
| Revaluation | (234,500) | (234,500) |
| 65,500 | 65,500 | |
There are approximately 64,500 14 year old olive trees on Orion's 143 hectare Olive Grove located in Gingin, Western Australia. The fair value of the trees is at the Directors' valuation having regard to, amongst other matters, replacement cost and the trees commercial production qualities.
| INTANGIBLE ASSETS16. | 2013 | 2012 |
|---|---|---|
| $ | $ | |
| Water Licence | ||
| At Cost | 250,000 | 250,000 |
| Revaluation | 325,437 | 377,750 |
| 575,437 | 627,750 | |
| Brand Name | ||
| At Cost | 74,996 | 99,996 |
| 650,433 | 727,746 |
16. INTANGIBLE ASSETS (continued)
| Water | Brand | ||
|---|---|---|---|
| Licence | Name | Total | |
| $ | $ | $ | |
| AT 1 JULY 2011 | 682,062 | 99,996 | 782,058 |
| Revaluation | (54,312) | - | (54,312) |
| AT 30 JUNE 2012 | 627,750 | 99,996 | 727,746 |
| AT 1 JULY 2012 | 627,750 | 99,996 | 727,746 |
| Revaluation | (52,313) | - | (52,313) |
| Impairment | - | (25,000) | (25,000) |
| AT 30 JUNE 2013 | 575,437 | 74,996 | 650,433 |
The Water Licence pertains to the Olive Grove property in Gingin, Western Australia. As at 30 June 2013, an independent qualified valuer (a Certified Practising Valuer and Associate Member of the Australian Property Institute) revalued the water licence downwards by $52,313 from the previous reporting date.
The Brand Name pertains to the ultra premium Dandaragan Estate Olive Oil brand. At 30 June 2013, the Directors assessed the value of the Brand Name and recognised an impairment expense of $25,000 in the Statement of Profit or Loss and Other Comprehensive Income.
| TRADE AND OTHER PAYABLES17. | 2013$ | 2012$ |
|---|---|---|
| Current | ||
| Trade Payables | 26,687 | 19,975 |
| Dividend Payable | 28,302 | 28,302 |
| GST Payable | 9,565 | 44,236 |
| Prepaid Rental Revenue | - | 26,951 |
| Other Payables and Accrued Expenses | 85,427 | 137,178 |
| 149,981 | 256,642 |
(a) Risk Exposure
The Consolidated Entity's exposure to risks arising from current payables is set out in Note 23.
| PROVISIONS18. | 2013$ | 2012$ |
|---|---|---|
| Current | ||
| Employee Benefits - Annual Leave | 41,997 | 33,624 |
| Employee Benefits - Long Service Leave | 132,992 | 169,106 |
| 174,989 | 202,730 |
19.
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED for the year ended 30 June 2013
18. PROVISIONS (continued)
(a) Amounts not expected to be settled within 12 months
The provision for annual leave and long service leave is presented as current since the Consolidated Entity does not have an unconditional right to defer settlement for any of these employee benefits. Long service leave covers all unconditional entitlements where employees have completed the required period of service and also where employees are entitled to pro-rata payments in certain circumstances.
Based on past experience, the employees have never taken the full amount of long service leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months:
| 2013 | 2012 | ||||
|---|---|---|---|---|---|
| Leave obligations expected to be settled after 12 months | $132,992 | $169,106 | |||
| DEFERRED TAX | |||||
| Deferred Tax Assets - Non Current | |||||
| Employee Benefits & Accruals | 73,073 | 86,911 | |||
| Fair Value Losses | 21,936 | 271,340 | |||
| 95,009 | 358,251 | ||||
| Deferred Tax Liabilities - Non Current | |||||
| Fair Value Gains | 90,131 | 267,504 | |||
| Other | 4,878 | 90,747 | |||
| 95,009 | 358,251 | ||||
| Employee | Fair Value | ||||
| (a) | Movements - Deferred Tax Assets | Benefits | Losses | Tax Losses | Total |
| $ | $ | $ | $ | ||
| AT 1 JULY 2011Credited/(charged) to the profit and | 99,568 | 745,028 | 321,292 | 1,165,888 | |
| loss | (12,657) | (473,688) | (321,292) | (807,637) | |
| AT 30 JUNE 2012 | 86,911 | 271,340 | - | 358,251 | |
| AT 1 JULY 2012Credited/(charged) to the profit and | 86,911 | 271,340 | - | 358,251 | |
| loss | (13,838) | (249,404) | - | (263,242) | |
| AT 30 JUNE 2013 | 73,073 | 21,936 | - | 95,009 | |
| Fair Value | |||||
| (b) | Movements - Deferred Tax Liabilities | Gains | Other | Total | |
| $ | $ | $ | |||
| AT 1 JULY 2011Charged/(Credited) to the profit and | 1,057,472 | 108,416 | 1,165,888 | ||
| loss | (789,968) | 7,195 | (782,773) | ||
| Charged to Equity | - | (24,864) | (24,864) | ||
| AT 30 JUNE 2012 | 267,504 | 90,747 | 358,251 | ||
| AT 1 JULY 2012Charged/(Credited) to the profit and | 267,504 | 90,747 | 358,251 | ||
| loss | (177,373) | (28,569) | (205,942) | ||
| Charged to Equity | - | (57,300) | (57,300) | ||
| AT 30 JUNE 2013 | 90,131 | 4,878 | 95,009 |
| 20.ISSUED CAPITAL | 2013 | 2012 | 2013 | 2012 |
|---|---|---|---|---|
| Number | Number | $ | $ | |
| 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 |
(a) Ordinary Shares
At any meeting, each shareholder present in person or by proxy, attorney, or representative has one vote for each fully paid ordinary share held either upon a show of hands or by a poll. Holders of partly paid ordinary 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 of the total amount paid and payable (excluding amounts credited) that has actually been paid (not credited) for each share. Amounts paid in advance of a call are ignored when calculating proportions. The holder of a partly paid ordinary share is not entitled to vote at a meeting in respect of those shares on which calls are outstanding.
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. 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 an entitlement to dividends.
There were no movements in fully paid and partly paid ordinary shares during the year.
(b) Capital Risk Management
The Company's objectives when managing its capital are to safeguard its 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 Company and shareholders from time to time, including undertaking capital raisings, share Buy-backs, capital reductions and the payment of dividends.
| RESERVES21. | 2013$ | 2012$ |
|---|---|---|
| Option Premium Reserve | 2,138,012 | 2,138,012 |
| Asset Revaluation Reserve | ||
| Revaluations of Freehold Land | - | 138,687 |
| Revaluations of Intangible Assets | 325,437 | 377,750 |
| Less: Deferred Tax on Revaluations | (97,631) | (154,931) |
| Less: Non-Controlling Interest | (108,026) | (177,572) |
| 119,780 | 183,934 | |
| 2,257,792 | 2,321,946 |
The movement in the Asset Revaluation Reserve relates to the revaluation of Orion's Olive Grove land from $999,901 to $759,918 (Note 14) and Orion's Water Licence from $627,750 to $575,437 (Note 16), as assessed by an independent qualified valuer (a Certified Practising Valuer and Associate Member of the Australian Property Institute).
22. SEGMENT INFORMATION
The operating segments are reported in a manner consistent with the internal reporting provided to the "Chief Operating Decision Maker". The "Chief Operating Decision Maker", who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.
The Board has considered the business and geographical perspectives of the operating results and determined that the Consolidated Entity operates only within Australia, with the main segments being Investments and Olive Oil. Unallocated items are mainly comprised of corporate assets, office expenses and income tax assets and liabilities.
| Olive Oil$ | Investments$ | Unallocated$ | Total$ | |
|---|---|---|---|---|
| 2013 | ||||
| Segment Revenues | 270,967 | 44,451 | 123,648 | 439,066 |
| Segment Loss before tax | (611,826) | (1,679,101) | (1,162,509) | (3,453,436) |
| Segment Assets | 2,008,255 | 7,120,466 | 2,515,043 | 11,643,764 |
| Segment Liabilities | 121,504 | 24,587 | 273,888 | 419,979 |
| 2012 | ||||
| Segment Revenues | 767,427 | 52,531 | 104,214 | 924,172 |
| Segment Loss before tax | (585,648) | (3,525,108) | (1,256,106) | (5,366,862) |
| Segment Assets | 2,934,315 | 10,650,611 | 2,182,056 | 15,766,982 |
| Segment Liabilities | 185,698 | 86,366 | 545,559 | 817,623 |
23. FINANCIAL RISK MANAGEMENT
The Consolidated Entity's financial instruments consist of deposits with banks, accounts receivable and payable, investments in listed securities, and other unlisted securities. The principal activity of the Consolidated Entity is the management of these investments - "financial assets at fair value" (refer to Note 9). The Consolidated Entity's investments are subject to market (which includes interest rate and price risk), credit 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.
23. FINANCIAL RISK MANAGEMENT (continued)
The Consolidated Entity holds the following financial instruments:
| 2013 | 2012 | ||
|---|---|---|---|
| Financial Assets | Note | $ | $ |
| Cash and Cash Equivalents | 8 | 2,747,596 | 2,008,853 |
| Financial Assets at Fair Value through Profit or Loss | 9 | 723,873 | 3,827,155 |
| Trade and Other Receivables | 10 | 209,600 | 330,843 |
| 3,681,069 | 6,166,851 | ||
| Financial Liabilities | |||
| Trade and Other Payables | 17 | (149,981) | (256,642) |
| (149,981) | (256,642) | ||
| NET FINANCIAL ASSETS | 3,531,088 | 5,910,209 |
(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 is 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. By its nature as an investment company, the Consolidated Entity will always 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 Accumulation Index was utilised as the benchmark for the unlisted and listed share investments which are financial assets availablefor-sale or at fair value through profit or loss.
| Impact on Post-Tax Profit | Impact on Other | ||||
|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | ||
| $ | $ | $ | $ | ||
| ASX All Ordinaries Accumulation Index | |||||
| Increase 15% | 1,971,125 | 2,201,273 | 1,971,125 | 2,201,273 | |
| Decrease 15% | (1,971,125) | (2,201,273) | (1,971,125) | (2,201,273) |
23. FINANCIAL RISK MANAGEMENT (continued)
(a) Market Risk
(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 for the year for the table below is 4.35% (2012: 4.79%). The revenue exposure is immaterial in terms of the possible impact on profit or loss or total equity.
| 2013 | 2012 |
|---|---|
| $ | $ |
| 647,596 | 888,853 |
| 2,100,000 | 1,120,000 |
| 2,747,596 | 2,008,853 |
(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 EquivalentsAAA | 2013$2,743,7051,6652,745,370 | 2012$2,007,6431,7282,009,371 |
|---|---|---|
| Trade Receivables (due within 30 days)No external credit rating available | 209,600 | 330,843 |
The Consolidated Entity measures credit risk on a fair value basis. The carrying amount of financial assets recorded in the financial statements, net 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.
23. FINANCIAL RISK MANAGEMENT (continued)
(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 following tables present the Consolidated Entity's financial assets and liabilities measured and recognised at fair value at 30 June 2013 categorised by the following levels:
- (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).
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| 2013 | $ | $ | $ | $ |
| Financial Assets at Fair Value through | ||||
| Profit or Loss: | ||||
| Listed Investments at Fair Value | 723,873 | - | - | 723,873 |
| Unlisted Investments at Fair Value | - | - | - | - |
| 2012 | ||||
| Financial Assets at Fair Value through | ||||
| Profit or Loss: | ||||
| Listed Investments at Fair Value | 3,781,585 | - | - | 3,781,585 |
| Unlisted Investments at Fair Value | - | - | 45,570 | 45,570 |
The fair value of investments in unlisted shares are considered level 3 investments as their fair value is unable to be derived from market data. The Directors assess fair value based on information obtained from the companies directly.
| COMMITMENTS24. | 2013 | 2012 |
|---|---|---|
| $ | $ | |
| Not longer than one year | 97,163 | 78,630 |
| Longer than one year but not longer than five years | - | - |
| 97,163 | 78,630 |
The non-cancellable operating lease commitment is the Consolidated Entity's share of the office premises at Suite 1, 346 Barker Road, Subiaco, Western Australia, and includes all outgoings (exclusive of GST). The lease is for a one year term expiring 30 June 2014.
25. CONTINGENCIES
(a) Directors' Deeds
The Company has entered into Deeds of Indemnity with each of its Directors indemnifying them against liability incurred in discharging their duties as Directors/Officers of the Consolidated Entity. 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) Tenement Royalties
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 - EL47/1328 and PL47/1170 (the Paulsens East Project tenements currently held by Strike Resources Limited (Strike)).
26. EVENTS OCCURRING AFTER THE REPORTING PERIOD
- (a) On 5 August 2013, Orion Equities Limited announced its intention to conduct an on-market share buyback of up to 1,600,000 shares (Buy-Back). This represents ~9% of the pre Buy-Back and ~10% of the post Buy-Back total voting shares of the Company. In accordance with ASX Listing Rule 7.33, the Company will not pay any more than 5% above the average of the market price for the Comapny's shares over the last 5 days on which sales in the shares were recorded prior to the Buy-Back occurring. The Buy-Back will expire on 31 July 2014.
- (b) On 30 August 2013, Bentley Capital Limited, announced its intention to seek shareholder approval to undertake a one 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 one cent per share to shareholders - this equates to an aggregate reduction of share capital by approximately $0.733 million based upon the company's 73,350,541 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 Bentley shareholder approval which will be sought at the upcoming 2013 annual general meeting in [November 2013]. If Bentley shareholders approve this Return of Capital, the Company's entitlement under the Return of Capital is expected to be $17,406 and Orion's entitlement under the same is expected to be $205,138.
No other matter or circumstance has arisen since the end of the financial year 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 years.
DIRECTORS' DECLARATION
The Directors of the Company declare that:
- (1) The financial statements, comprising the Statement of Profit or Loss and Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Statement of Cash Flow and accompanying notes as set out on pages 22 to 50 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 2013 and of its performance for the year ended on that date;
- (2) 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;
- (3) The Remuneration Report disclosures set out (within the Directors' Report) on pages 14 to 17 (as the audited Remuneration Report) comply with section 300A of the Corporate Act 2001;
- (4) 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 Officer function) and the Company Secretary (the person who, in the opinion of the Directors, performs the Chief Financial Officer function); and
- (5) 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.
Farooq Khan Victor Ho
30 August 2013
Chairman Executive Director and Company Secretary

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia
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 2013, the consolidated statement of profit or loss and other 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 gives a true and fair view and 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 company'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 company'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.

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 2013 and of its performance for the year ended on that date; and
- (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
- (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2013. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Queste Communications Ltd for the year ended 30 June 2013 complies with section 300A of the Corporations Act 2001.
BDO Audit (WA) Pty Ltd
Brad McVeigh Director
Perth, Western Australia Dated this 30th day of August 2013
SECURITIES INFORMATION as at 30 June 2013
DISTRIBUTION OF LISTED ORDINARY FULLY PAID SHARES
| Spread | of | Holdings | Number of Holders | Number of Units | % of Total IssueCapital |
|---|---|---|---|---|---|
| 1 | - | 1,000 | 13 | 7,255 | 0.026% |
| 1,001 | - | 5,000 | 59 | 171,148 | 0.603% |
| 5,001 | - | 10,000 | 72 | 675,365 | 2.378% |
| 10,001 | - | 100,000 | 112 | 3,072,342 | 10.816% |
| 100,001 | - | and over | 26 | 24,478,769 | 86.178% |
| Total | 282 | 28,404,879 | 100.00% |
DISTRIBUTION OF UNLISTED PARTLY PAID ORDINARY SHARES
| Name | No. of Partly Paid Shares | % |
|---|---|---|
| Voting Power * | ||
| Chi Tung Investments Ltd | 20,000,000 | 5.087% |
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 | TotalShares | %IssuedCapital | %VotingPower* |
|---|---|---|---|---|---|
| 1 | BELL IXL INVESTMENTS LIMITEDCELLANTE SECURITIESCLEOD PTY LTD | 2,699,7472,053,2822,648,490 | |||
| 2 | FAROOQ KHAN | Sub-total2,286,367 | 7,401,519 | 26.057% | 24.732% |
| ISLAND AUSTRALIA PTY LTD | 3,668,577Sub-total | 5,954,944 | 20.965% | 19.898% | |
| 3 | MR AZHAR CHAUDHRICHI TUNG INVESTMENTS LTD | 907,4501,050,000 | |||
| RENMUIR HOLDINGS LTD | 3,277,780Sub-total | 5,235,230 | 18.431% | 17.493% | |
| 4 | MANAR NOMINEES PTY LTDZELWER SUPERANNUATION PTY LTD | 1,825,663180,500 | |||
| 5 | COWOSCO CAPITAL PTY LTD | Sub-total | 2,006,1631,150,000 | 7.063%4.049% | 6.703%3.843% |
| 6 | MR DONALD GORDON MACKENZIE & MRS GWENNETH EDNA MACKENZIE | 676,260 | 2.381% | 2.260% | |
| 7 | MS ROSANNA DE CAMPO | 268,100 | 0.944% | 0.896% | |
| 8 | GLENVIEW SERVICES PTY LTD | 224,800 | 0.791% | 0.751% | |
| 9 | GIBSON KILLER PTY LTD | 220,000 | 0.775% | 0.735% | |
| 10 | MR AYUB KHAN | 215,000 | 0.757% | 0.718% | |
| 11 | MRS AFIA KHAN | 215,000 | 0.757% | 0.718% | |
| 12 | MR SIMON KENNETH CATOROSEMONT ASSET PTY LTD | 118,00075,000 | |||
| Sub-total | 193,000 | 0.679% | 0.645% | ||
| 13 | TOMATO 2 PTY LTD | 185,019 | 0.651% | 0.618% | |
| 14 | VANTEL (AUSTRALIA) PTY LTD | 150,000 | 0.528% | 0.501% | |
| 15 | MR JOHN CHENG-HSIANG | 136,125 | 0.479% | 0.455% | |
| 16 | MR ANTHONY NEALE KILLER & MRS SANDRA MARIE KILLER | 130,000 | 0.458% | 0.434% | |
| 17 | MR GREGORY JOHN MATHESON | 110,742 | 0.390% | 0.370% | |
| 18 | MR EUGENE RODRIGUEZ | 110,000 | 0.387% | 0.368% | |
| 19 | NICHOLAS PASTERNATSKY | 103,750 | 0.365% | 0.347% | |
| 20 | MR KEITH FRANCIS OATES & MRS LINDA ANN OATES | 100,000 | 0.352% | 0.334% | |
| Total | 24,785,652 | 87.26% | 82.82% |
* Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (28,404,879) plus the equivalent voting shares associated with the partly paid shares on issue based on the amount paid up per partly paid share (1,522,500).
SECURITIES INFORMATION as at 30 June 2013
SUBSTANTIAL SHAREHOLDERS
| Substantial Shareholders | Registered Shareholder | Shares/VotingShares Held as at30 June 2013 | %VotingPower6 |
|---|---|---|---|
| Bell IXL Investments Limitedand associates1 | BELL IXL INVESTMENTS LIMITEDCELLANTE SECURITIESCLEOD PTY LTD | 2,699,7472,053,2822,648,490 | 24.73% |
| Azhar Chaudhri, RenmuirHoldings Limited and Chi TungInvestments Ltd2 | MR AZHAR CHAUDHRICHI TUNG INVESTMENTS LTDRENMUIR HOLDINGS LTDCHI TUNG INVESTMENTS LTD | 907,4501,050,0003,277,7801,522,5003 | 22.58% |
| Farooq Khan and associates4 | FAROOQ KHANISLAND AUSTRALIA PTY LTD | 2,286,3673,668,577 | 19.89% |
| Manar Nominees Pty Ltd andZelwar Superannuation Pty Ltd5 | MANAR NOMINEES PTY LTDZELWER SUPERANNUATION PTY LTD | 1,825,663180,500 | 6.70% |
Notes:
- (1) Based on the substantial shareholding notice filed by Bell IXL Investments Limited dated 19 September 2012
- (2) Based on the substantial shareholding notice filed by Azhar Chaudhri and associates dated 1 May 2012
- (3) Voting shares attributable to 20,000,000 partly paid ordinary shares (issued at a price of 20 cents per share) which have been partly paid to 1.5225 cent each
- (4) Based on the substantial shareholding notice filed by Farooq Khan and associate dated 30 April 2012
- (5) Based on the substantial shareholding notice filed by Manar Nominees Pty Ltd dated 29 December 2003
- (6) Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (28,404,879) plus the equivalent voting shares associated with the partly paid shares on issue based on the amount paid up per partly paid share (1,522,500).
- (7) Movements of less than 1% in voting power are not required to be disclosed to ASX via an update substantial shareholding notice and accordingly, there may be variances between the shareholdings recorded in the table above and the most recent substantial shareholding notices lodged on ASX.