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REDCASTLE RESOURCES LIMITED — Annual Report 2002
Mar 18, 2003
65668_rns_2003-03-18_b3d93376-0471-4dcb-8cc2-697e0eaae8ae.pdf
Annual Report
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GREAT PACIFIC CAPITAL LIMITED ABN 57 096 781 716 AND ITS CONTROLLED ENTITIES FINANCIAL REPORT FOR THE PERIOD FROM 11 MAY 2001 TO 30 JUNE 2002
CONTENTS
| Directors' Report | |
|---|---|
| Statements of Financial Performance | |
| Statements of Financial Position | 5 |
| Statements of Cash Flows | 6 |
| Notes to the Financial Statements | |
| Directors' Declaration | 18 |
| Independent Auditors' Report | 19 |
Page No.
Great Pacific Capital Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 7, 27 - 31 Macquarie Place, Sydney, NSW 2000.
DIRECTORS' REPORT
The Directors present their report on the consolidated entity consisting of Great Pacific Capital Limited and the entities it controlled for the financial period from 11 May 2001 to 30 June 2002.
Directors
The following persons held office as Directors at any time during or since the financial period:
Alfred Wong, Chairman Danny Au-Yeung Ivan Wong Graham Keith Werry Michael John Ivkovic (resigned 23 September 2001)
Principal activity
The principal activity of the consolidated entity during the period is the development of structured finance products, in particular the provision of subordinated debt facilities in funding residential and commercial property development and infrastructure projects.
Results
The net result of the consolidated entity after applicable income tax for the financial period ended 30 June 2002 was a profit of $1,472,736.
Dividends
No dividends were paid in, or declared in respect of, the period from 11 May 2001 to 30 June 2002.
Review of operations
The Company commenced its business on 11 May 2001. Since then the Consolidated entity has been involved in the provision of debt facilities in funding several residential property development projects and property related transactions.
Likely developments and expected results of operations
The consolidated entity will continue to actively pursue its objective in the provision of debt facilities in relation to property related transactions. The entity may apply for official listing on the Australia Stock Exchange in the next twelve months.
Significant changes in the state of affairs
During the financial period, there are no significant changes in the state of affairs of the Company and its controlled entities.
DIRECTORS' REPORT
Matters subsequent to the end of financial period
On 7 August 2002, a consortium comprised of Great Pacific Capital Limited and other investors was nominated as the preferred bidder for the purchase of Bellambi West Colliery, which is adjacent to the residential zone in the north Wollongong suburbs. Exchange of contracts will happen in September with a settlement period of up to 90 days. Under the terms of the bid, the consortium is positioned to acquire the right to mine the colliery with the prospect of earning significant cash royalties for many years. Great Pacific Capital Limited will be involved in arranging finance for this transaction.
Other than the matter noted above, no other matter or circumstance has arisen since 30 June 2002 that has significantly affect, or may significantly affect:
- (a) The consolidated entity's operations in the future financial years, or
- (b) The result of those operations in future financial years, or
- (c) The consolidated entity's state of affairs in the future financial years.
Insurance of directors and officers
During the financial period, a related party of the Company effected an insurance policy to insure the Directors and secretary of the Company and its controlled entities.
The liabilities insured are costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the consolidated group. The contract prohibits the disclosure of the amount of premium.
Algebraic C. Discotory interest
Information on Directors
| Director | Experience | SpecialResponsibilities | PAPTICULARS OF DIFECTORS INTERESTin Shares and options of GreatPacific Capital Limited | |
|---|---|---|---|---|
| Ordinary Shares | Options * | |||
| Alfred Wong | Managing Director of the GreatPacific Financial Group, Non-Executive Chairman of the PacificInternational Hotel Group. | Chairman | 750,000 | 2,500,000 |
| Danny Au-Yeung | Company Director,Accountant | Chief ExecutiveOfficer | 750,000 | 2,500,000 |
| Graham Werry | Company Director,Lawyer | Executive Director | 750,000 | 2,500,000 |
| Ivan Wong | Company Director,IT Specialist | Non ExecutiveDirector | 250,000 | 2,500,000 |
* These options are issued under the Directors, Executives and Staff Share Option Plan at an exercise price of $2.50, which may be exercisable at any time during the period up to 30 June 2004.
GREAT PACIFIC CAPITAL LIMITED AND CONTROLLED ENTITES DIRECTOR'S REPORT
$\omega \rightarrow \omega$
$\alpha=1$
Meeting of Directors
The numbers of meetings of the company's board of Directors held during the financial period ended 30 June 2002 and the numbers of meetings attended by each Director were as follows:
| Full Meeting of Directors | |
|---|---|
| Numbers of meetings held | $\ddot{6}$ |
| Numbers of meetings attended by: | |
| Alfred Wong | 6 |
| Danny Au-Yeung | 6 |
| Graham Werry | 6 |
| Ivan Wong | 4 |
| Micheal Ivkovic (resigned 23 September $2001 - 2$meetings held while a Director) | 2 |
Environmental regulation
The consolidated entity's operations are not subject to environmental regulations under either Commonwealth or State legislation.
Proceedings on behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.
The company was not a party to any such proceedings during the year.
Signed at Sydney this 26th day of September 2002 in accordance with a resolution of the Directors.
. . . . . . . . . . . . . Alfred Wong Director
. . . . . . . . . . . . . .
Danny Au-Yeung Director
STATEMENTS OF FINANCIAL PERFORMANCE FOR THE PERIOD FROM 11 MAY 2001 TO 30 JUNE 2002
| Consolidated | Parent Entity | ||
|---|---|---|---|
| Notes | 2002S | 2002$ | |
| Interest income | $\overline{c}$ | 7,007,848 | 23,788 |
| Interest expense | $\overline{2}$ | (3,594,635) | (96) |
| Net interest income | 3,413,213 | 23,692 | |
| Fee and commission income | 3 | 786,775 | 490,275 |
| Fee and commission expense | 3 | (221, 261) | |
| Net fee and commission income | 565,514 | 490,275 | |
| Other income | 658 | 385 | |
| Lease expense | (4, 348) | (4,348) | |
| Depreciationamortisationandexpense | 4 | (242, 557) | (8,704) |
| Other expensesfromordinary | |||
| activities | (1,443,774) | (1, 292, 887) | |
| Profit /(loss) fromordinary | |||
| activities before income tax | 2,288,706 | (791, 587) | |
| Income tax (expense) /benefitrelating to ordinary activities | 5 | (815,970) | 178,118 |
| Net profit / (loss) attributable tomembers of the parent entity | 1,472,736 | (613, 469) | |
| Total changes in equity other than | |||
| those resulting from transactions | |||
| with owners as owners | 1,472,736 | (613, 469) |
$\ddot{\phantom{0}}$
$\frac{1}{2}$
The above statements of financial performance are to be read in conjunction with the notes to the financial statements.
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$\frac{8}{3}$
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$\sim 10^6$
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GREAT PACIFIC CAPITAL LIMITED AND CONTROLLED ENTITIES
STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2002
| Consolidated | Parent Entity | ||
|---|---|---|---|
| 2002 | 2002 | ||
| Notes | S | S | |
| Assets | |||
| Cash and liquid assets | 9 | 5,252,749 | 3,470,869 |
| Receivables | 10 | 8,309,576 | 663,753 |
| Loans | 11 | 15,230,253 | |
| Deferred tax assets | 12 | 725,697 | 178,118 |
| Investment - unlisted securities | 13 | 112,500 | |
| Investment - controlled entities | 13 | 7 | |
| Other assets | 14 | 161,764 | 156,250 |
| Property, plant and equipment | 15 | 987,818 | 130,199 |
| Intangible assets | 16 | 766,666 | |
| Total assets | 31,547,023 | 4,599,196 | |
| Liabilities | |||
| Payables | 17 | 2,956,193 | 2,350,075 |
| Current tax liabilities | 26,394 | ||
| Provision - annual leave | 12,590 | 12,590 | |
| Borrowings | 18 | 22,713,838 | |
| Deferred tax liabilities | 1,515,272 | ||
| Total liabilities | 27,224,287 | 2,362,665 | |
| Net assets | 4,322,736 | 2,236,531 | |
| Equity | |||
| Share capital | 19 | 2,850,000 | 2,850,000 |
| Retained profits / accumulated loss | 20 | 1,472,736 | (613, 469) |
| Total equity | 4,322,736 | 2,236,531 |
The above statements of financial position are to be read in conjunction with the notes to the financial statements.
$\overline{a}$
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM 11 MAY 2001 TO 30 JUNE 2002
| - Consolidated | Parent Entity | |
|---|---|---|
| 2002 | 2002 | |
| Notes | S | $ |
| Cash flows from operating activities | ||
| Interest received | 256,991 | 23,788 |
| Interest paid | (1,893,324) | (96) |
| Fee received | 412,425 | 16,275 |
| Fee paid | (220, 495) | |
| Operating receipts | 12,972 | 790,385 |
| Operating payments | (1, 184, 352) | (1,068,339) |
| 23(a)Net cash used in operating activities | (2,615,783) | (237, 987) |
| Cash flows from investing activities | ||
| Payment for investments | (112,500) | (7) |
| Proceeds from repayment of loans | 6,789,864 | |
| Loans to developers and borrowers | (22,020,117) | |
| Payments for property, plant and | (996, 521) | (138,902) |
| equipmentNet increase in amounts receivable from | ||
| controlled entities | (1, 836, 443) | |
| Net cash used in investing activities | (16, 339, 274) | (1,975,352) |
| Cash flows from financing activities | ||
| Proceeds from issue of share capital | 1,500,000 | 1,500,000 |
| Repayment of loans from director | (200,000) | |
| Proceeds from borrowing | 659,995 | |
| Payments for borrowing cost | (6,033) | |
| Proceeds from issue of promissory | ||
| notes | 28,238,923 | |
| Redemption of promissory notes | (6, 185, 079) | |
| Net increase in amounts payable to | ||
| controlled entities | 4,384,208 | |
| Net cash provided by financing | ||
| activities | 24,207,806 | 5,684,208 |
| Net increase in cash held | 5,252,749 | 3,470,869 |
| Cash at the beginning of the financialperiod | ||
| Cash at the end of the financialperiod | 5,252,74923(b) | 3,470,869 |
The above statements of cash flows are to be read in conjunction with the notes to the financial statements.
$\mathcal{O}(\mathcal{A}^{\mathcal{A}})$
$\overline{\phantom{a}}$
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
1. Summary of significant accounting policies
Basis of preparation of financial report
This general purpose financial report has been prepared in accordance with Accounting Standards, in particular Accounting Standard AASB1032: Specific Disclosure by Financial Institutions, other authoritative pronouncements of the Australia Accounting Standard Board, Urgent Issues Group Consensus Views and the Corporations Act 2001.
The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values, or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.
The following is a summary of the significant accounting policies adopted by the consolidated entity in the preparation of the financial report.
(a) Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Great Pacific Capital Limited ("the Company or Parent entity") as at 30 June 2002 and the results of all controlled entities for the financial period then ended.
Control exists where Great Pacific Capital Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Great Pacific Capital Limited to achieve the objectives of Great Pacific Capital Limited. A list of controlled entities is contained in Note 21 to the financial statements.
Great Pacific Capital Limited and its controlled entities together are referred to in this financial report as the consolidated entity. The effects of all transactions between entities in the consolidated entity are eliminated in full.
(b) Revenue
Fees, commissions and interest income from the provision of financial services are recognised on an accrual basis.
(c) Taxation
(i) Income tax
Tax effect accounting procedures are followed. Income tax expense is calculated on the operating profit adjusted for permanent differences between taxable and accounting income. Any future income tax benefit relating to tax losses is not carried forward as an asset unless the benefit can be regarded as being virtually certain of realisation. Income tax on net cumulative timing differences is set aside to the deferred income tax and future income tax benefit accounts at the tax rates which are expected to apply when those timing differences reverse.
(ii) Goods and services tax
J.
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of expense. Receivables and payables are stated inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as part of current receivables and payables in the statement of financial position.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
1. Summary of significant accounting policies (continued)
(d) Depreciation
Depreciation on property, plant and equipment is calculated on a straight line basis. The depreciation rate used is based on the expected useful life of the assets. The expected useful lives are as follows:
| Office fittings | 13 years |
|---|---|
| Computer equipment | 4 years |
| Communication equipment | 7 years |
| Furniture & fixtures | 13 years |
(e) Recoverable amount of non-current assets
Non-current assets are recorded at cost. The carrying amounts of all non-current assets are reviewed to ensure they are not in excess of their recoverable amounts. If the carrying amount of a non-current asset exceeds the recoverable amount, the asset is written down to the lower value. The relevant cash flows have not been discounted to their present value in assessing their recoverable amount.
(f) Investments
Interests in unlisted securities in the consolidated financial statements, are brought to account at cost.
Controlled entities are brought to account at cost in the consolidated financial statements.
(g) Deferred Expenses
The deemed value of shares issued to the Directors and the underwriter for the initial public offer is classified as deferred expenses. They are written off over a three years period. Should the carrying value of the deferred expenses be assessed to be in excess of their recoverable amounts, the deferred expenses will be written down to the recoverable amount immediately.
(h) Goodwill
On acquisition of some, or all the equity of an entity in the case of an investment in a controlled entity, the identifiable net assets acquired are measured at fair value. The excess of the fair value of the cost of acquisition over the fair value of the identifiable net assets acquired, is brought to account as goodwill and amortised on a straight line basis over 30 months, being the period during which the benefits are expected to arise.
(i) Employee Entitlements
(i) Wages and salaries and annual leave
Liabilities for wages and salaries and annual leave are recognised, and are measured as the amount unpaid at the reporting date at current pay rates in respect of employee's services up to that date.
(ii) Superannuation
The amount charged to the statement of financial performance in respect of superannuation represents the contributions made by the consolidated entity to various superannuation funds nominated by the employees.
(j) Borrowing costs
Borrowing costs are recognised as expenses in the period in which they are incurred, except where they are included as part of the costs of acquiring land and building for redevelopment. Borrowing costs carried forward are amortised over 2 years.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
| Consolidated2002$ | Parent Entity2002S | |
|---|---|---|
| 2. Interest income and expense | ||
| Interest income | ||
| Loans and advances | 6,967,845 | |
| Other | 40,003 | 23,788 |
| Total interest income | 7,007,848 | 23,788 |
| Interest expense | ||
| Borrowings | 3,587,256 | |
| Other | 7,379 | 96 |
| Total interest expense | 3,594,635 | 96 |
| 3. Fee and commission income and expense | ||
| Fee and commission income | ||
| Arranger fee | 121,775 | 115,275 |
| Establishment fee | 200,000 | |
| Management fee | 90,000 | |
| Success fee | 375,000 | 375,000 |
| Total fee and commission income | 786,775 | 490,275 |
| Fee and commission expense | ||
| Arranger fee | 220,495 | |
| Management fee | 766 | |
| Total fee and commission expense | 221,261 | |
| 4. Depreciation and amortisation | ||
| Depreciation | 8,704 | 8,704 |
| Amortisation - borrowing cost | 520 | |
| Amortisation - goodwill | 233,333 | |
| 242,557 | 8,704 |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002 $\mathcal{L}^{\text{max}}$
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| Consolidated | Parent Entity | |
|---|---|---|
| 2002 | 2002$ | |
| S | ||
| 5. Income tax | ||
| Reconciliation of prima facie tax on profit /(loss) from ordinary activities before incometax expense / (benefit) to incometaxattributable to operating profit / (loss): | ||
| Profit / (loss) from ordinary activities beforeincome tax | 2,288,706 | (791, 587) |
| Prima facie tax thereon at 30% | 686,612 | (237, 476) |
| Tax effect of permanent differences:Amortisation of goodwillWrite-off of deferred expensesOther non-deductible expenses | 70,00058,1251,233 | 58,1251,233 |
| Income tax expense / (benefit) attributable tooperating profit / (loss) | 815,970 | (178, 118) |
6. Dividends and dividend franking account
No dividends were paid in, or declared in respect of the period from 11 May 2001 to 30 June 2002. The balance of the franking account, which arises from income tax paid, after adjusting for any franking credits which will arise from the payment of income tax provided for in the financial statements and franking debits from the payment of dividends recognised as a liability at the reporting date, is $26,394.
7. Auditors' remuneration
| Amounts paid, or due and payable for audit orreview services of statutory financial reports | 27,800 | 27,800 |
|---|---|---|
| Amounts paid, or due and payable for otherservices | 54,878 | 54,878 |
| Total auditors' remuneration | 82,678 | 82,678 |
| 8. Directors' remuneration | ||
| Income paid or payable or otherwise madeavailable to Directors of the entity or relatedentities in relations to the management ofaffairs of the entities | 259,200 | 259,200 |
| The number of parent entity Directors whoseremuneration was within the following bands: | ||
| S$0 - 9.999$$$120,000 - 129,999$ | 32 | 32 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
| Note | Consolidated2002S | Parent Entity2002S | |
|---|---|---|---|
| 9. Cash and liquid assets | |||
| Cash and cash at bank | 2,722,456 | 940,576 | |
| 30 day bill | 1,505,293 | 1,505,293 | |
| Term deposits | 1,025,000 | 1,025,000 | |
| 5,252,749 | 3,470,869 | ||
| 10. Receivables | |||
| Interest on loans and advances | 7,911,216 | ||
| Receivable from related entities | 288,753 | ||
| Other debtors | 398,360 | 375,000 | |
| 8,309,576 | 663,753 | ||
| 11. Loans | |||
| Loans - other | 15,230,253 | ||
| Maturity analysis: | |||
| Longer than 3 and not longer than 12 months | 500,000 | ||
| Longer than 1 and not longer than 5 years | 14,730,253 | ||
| 15,230,253 | |||
Loans are all secured by mortgage over land, residential and commercial properties and guarantee from borrowers.
12. Deferred tax assets
| Future income tax benefit – timing differences | 544,355 | 17,160 | |
|---|---|---|---|
| - tax losses | 181,342 | 160,958 | |
| 725,697 | 178,118 | ||
| 13. Investments | |||
| Investment in Huntley Trust (unlisted) | 112,500 | ||
| Investment in controlled entities | 21 | $\tau$ | |
| 112,500 | |||
| 14. Other assets | |||
| Deferred expenses | 350,000 | 350,000 | |
| Deferred expenses written off | (193, 750) | (193, 750) | |
| 156,250 | 156,250 | ||
| Borrowing costs | 6,034 | ||
| Accumulated amortisation | (520) | ||
| 5,514 | |||
| 161,764 | 156,250 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 MAY 2002 $\mathcal{L}^{\text{eff}}$
$\ddot{\phantom{0}}$
$\overline{a}$
| Consolidated | Parent Entity | |
|---|---|---|
| 2002$ | 2002$ | |
| 15. Property, plant and equipment | ||
| Land and building $-$ at cost | 857,619 | |
| Furniture, fixtures and fittings | 108,106 | 108,106 |
| Accumulated depreciation | (4, 581) | (4, 581) |
| Written down value | 103,525 | 103,525 |
| Computer and other equipment | 30,796 | 30,796 |
| Accumulated depreciation | (4,122) | (4,122) |
| Written down value | 26,674 | 26,674 |
| 987,818 | 130,199 | |
| Reconciliations: | ||
| (i) Land and building | ||
| Balance at the beginning of the period | ||
| Additions | 857,619 | |
| Balance as at 30 June 2002 | 857,619 | |
| (ii) Furniture, fixtures and fittings | ||
| Balance at the beginning of the period | ||
| Additions | 108,106 | 108,106 |
| Depreciation expense | (4, 581) | (4, 581) |
| Balance as at 30 June 2002 | 103,525 | 103,525 |
| (iii) Computer and other equipment | ||
| Balance at the beginning of the period | ||
| Additions | 30,796 | 30,796 |
| Depreciation expense | (4, 122) | (4,122) |
| Balance as at 30 June 2002 | 26,674 | 26,674 |
| 16. Intangible assets | ||
| Goodwill at cost | 999,999 | |
| Accumulated amortisation | (233, 333) | |
| 766,666 |
$\mathcal{L}^{\mathcal{L}}$
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
$\alpha=1$
| Consolidated2002 | Parent Entity2002 | |
|---|---|---|
| $ | S | |
| 17. Payables | ||
| Accrued expenses | 92,967 | 87,467 |
| Amount payable to - related entities | 2,245,235 | |
| $-$ other | 6,817 | 17,373 |
| Interest payable on promissory notes | 2,856,409 | |
| 2,956,193 | 2,350,075 | |
| 18. Borrowings | ||
| Bank loan - secured | 659,995 | |
| Promissory notes | 22,053,843 | |
| 22,713,838 | ||
| Maturity analysis: | ||
| Not longer than 3 months | 1,085,000 | |
| Longer than 3 and not longer than 12 months | 500,000 | |
| Longer than 1 and not longer than 5 years | 21,128,838 | |
| 22,713,838 | ||
Bank loan is secured by first mortgage over the consolidated entity's land and building.
The promissory notes are repayable at various maturity dates and secured by floating charges over assets of the controlled entities issuing these notes. Interest is payable monthly in arrears with rates ranging from 7% per annum to 9% per annum.
Bonus payments with rates ranging from 8% to 14% are payable upon maturity of the promissory notes.
19. Share capital
| Ordinary shares | 2,850,000 | 2,850,000 |
|---|---|---|
| The share capital is made up of: | ||
| 2,500,00 ordinary shares issued to Directors at a deemed value of 5 cents each | 125,000 | |
| 2,000,000 ordinary shares issued to Surich or its nominee for underwriting the Initial PublicOffer at a deemed value of 5 cents each | 100,000 | |
| 2,500,000 ordinary shares issued to Surich or its nominee in consideration for them agreeing tothe cancellation of the subscription agreement, at deemed value of 5 cents each. | 125,000 | |
| 1,000,000 ordinary shares issued at $0.50 each under the Initial Public Offer | 500,000 | |
| 1,000,000 ordinary shares issued at $1.00 each to sophisticated investors | 1,000,000 | |
| 1,000,000 ordinary shares issued at $1.00 each to purchase GPC No 1 (City Quarter) Pty Ltd | 1,000,000 | |
2,850,000
Ordinary shares entitle the holder to participate in the dividends and the proceeds on winding up in proportion to the number of and amounts paid on the shares held.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
| Consolidated2002 | Parent Entity2002 | |
|---|---|---|
| S | ||
| 20. Retained profits / (accumulated loss) | ||
| Balance at the beginning of the period | ||
| Net profit / (loss) attributable to the member ofGreat Pacific Capital Limited | 1,472,736 | (613, 469) |
| Balance at the end of the period | 1.472.736 | (613, 469) |
21. Investments in controlled entities
$\varphi(\mathbf{k}_i)$
| Name of Entities | Place of Incorporation | Class of Shares | Equity Holding |
|---|---|---|---|
| GPC No. 1 (City Quarter) Pty Ltd | NSW, Australia | Ordinary | 100% |
| GPC No. 2 (Camperdown) Pty Ltd | ACT, Australia | Ordinary | 100% |
| GPC No. 3 (Huntley) Pty Ltd | NSW. Australia | Ordinary | 100% |
| GPC No. 4 (North Sydney) Pty Ltd | NSW, Australia | Ordinary | 100% |
| GPC No. 5 (Wombarra) Pty Ltd | NSW, Australia | Ordinary | 100% |
| GPC No. 6 (Barrack Point) Pty Ltd | NSW, Australia | Ordinary | 100% |
| GPC No. 7 Pty Ltd | NSW, Australia | Ordinary | 100% |
| GPC No. 8 Pty Ltd | NSW. Australia | Ordinary | 100% |
GPC No. 8 Pty Ltd changed its name to GPC No. 8 (Bulli) Pty Ltd on the 8 August 2002.
22. Related parties
Directors
The names of persons who were Directors of Great Pacific Capital Limited at anytime during the financial period are as follows;
Mr Alfred Wong, Mr Danny Au-Yeung, Mr Graham Werry, Mr Ivan Wong, and Mr Michael Ivkovic (resigned on 23 September 2001).
Directors' holdings of shares and options
| OrdinarysharesNumber held | Share optionsNumber held | |
|---|---|---|
| The interests of Directors of the consolidated entity and their related entities inshares and share options of the Company at balance date are | 2.500,000 | 10,000,000 |
| Share and options transactions of Directors and their related entities during the | ||
| financial period are:Aggregated acquisition | 2,500,000 | 10,000,000 |
| Aggregated disposal |
$\overline{\phantom{0}}$
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
22. Related Parties (continued)
Wholly-owned group
The wholly-owned group consists of Great Pacific Capital Limited and its wholly-owned controlled entities set out in note 21.
Transactions between Great Pacific Capital Limited and other entities in the wholly-owned group during the financial period consisted of:
- (a) Loans advanced by Great Pacific Capital Limited and it controlled entities.
- (b) Loans repaid to Great Pacific Capital Limited and its controlled entities.
- (c) The payment of interest on the above loans.
There are no fixed terms for the repayment of principal on loans advanced between entities within the consolidation group.
Parent Entity
$\overline{\phantom{m}}$
| Aggregate amounts included in the determination of the operating profit beforeincome tax that resulted from transactions with entities in the wholly-ownedgroup: | Parent Entity2002S. | |
|---|---|---|
| Aggregate amounts receivable / payable to entities in the wholly-owned groupat balance date | ||
| Receivable from controlled entities | Ň, | 288,753 |
| Payable to controlled entities | 2,245,235 | |
| Consolidated2002$ | Parent Entity2002$ | |
| 23. Notes to the statements of cash flows | ||
| (a) Reconciliation of net cash used in operatingactivities to profit / (loss) from ordinaryactivities after income tax | ||
| Net cash used in operating activities | (2,615,783) | (237,987) |
| Depreciation | (8,704) | (8,704) |
| Amortisation - borrowing cost | (520) | |
| Amortisation - goodwill | (233, 333) | |
| Write off of deferred expenses | (193, 750) | (193, 750) |
| Increase / (decrease) in operating assets | ||
| Interest receivable | 7,911,216 | |
| Other receivables | 398,360 | 375,000 |
| Other | 725,697 | 178,118 |
| (Increase) / decrease in operating liabilities | ||
| Interest payables | (2,856,409) | |
| Payables | (99, 782) | (713, 556) |
| Provisions | (1, 554, 256) | (12,590) |
| Profit / (loss) from ordinary activities after | ||
| income tax | 1,472,736 | (613, 469) |
16
GREAT PACIFIC CAPITAL LIMITED AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
| Consolidated2002S | Parent Entity2002S | |
|---|---|---|
| 23. Notes to the statements of cash flows | ||
| (b) Reconciliation of cashوحودا | ||
| For the purpose of the Statement of CashFlows, cash at the end of the financial period isreconciled to the following items in theStatements of Financial Position: | ||
| Cash and cash at bank | 2,722,456 | 940,576 |
| 30 day bill | 1,505,293 | 1,505,293 |
| Term deposits | 1,025,000 | 1,025,000 |
| 5,252,749 | 3,470,869 |
24. Segment information
The consolidated entity operates in one geographical segment, being Australia and in one business segment, being the provision of subordinated debt facilities in funding residential and commercial property development.
25. Event occurring after reporting date
On 7 August 2002, a consortium comprised of Great Pacific Capital Limited and other investors was nominated as the preferred bidder for the purchase of Bellambi West Colliery, which is adjacent to the residential zone in the north Wollongong suburbs. Exchange of contracts will happen in September with a settlement period of up to 90 days. Under the terms of the bid, the consortium is positioned to acquire the right to mine the colliery with the prospect of earning significant cash royalties for many years. Great Pacific Capital Limited will be involved in arranging finance for this transaction.
26. Contingencies
In the normal course of business operations, Great Pacific Capital Limited and its controlled entities enter into various types of business contracts that may give rise to contingent liabilities. As at 30 June 2002, there are no contingent liabilities arising from such business contracts or any pending litigation that may give rise to any contingent liabilities.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 11 MAY 2001 TO 30 JUNE 2002
27. Financial instruments
(a) Interest rate risk
The exposure to interest rate risk and the weighted average effective interest rates on the financial assets and liabilities of the consolidated entity are summarised in the following tables:
| Consolidated | |||||||
|---|---|---|---|---|---|---|---|
| Fixed interest rate maturing in: | |||||||
| 2002 | FloatinginterestrateS | 1 year orless$ | Over 1 to 5yearsS | Morethan 5years$ | Non-interestbearingS | TotalS | Weightedaverageinterestrate$%$ |
| Financial assets: | |||||||
| Cash and liquid | |||||||
| assets | 2,722,455 | 2,530,293 | 5,252,749 | 3.91 | |||
| Receivables | 8,309,576 | 8,309,576 | |||||
| Loans | 500,000 | 14,730,253 | 15,230,253 | 35.03 | |||
| 2,722,455 | 3,030,293 | 14,730,253 | 8,309,577 | 28,792,578 | |||
| Financial liabilities | |||||||
| Payables | 2,956,193 | 2,956,193 | |||||
| Promissory Notes | 1,585,000 | 20,468,843 | 22,053,843 | 18.85 | |||
| Bank loan | 659,995 | 659,995 | 6.75 | ||||
| 659,995 | 1,585,000 | 20,468,843 | 2,956,193 | 25,670,031 |
(b) Credit risk
The credit risk exposures of the consolidated entity are to the non-repayment of receivables, loans and advances due from third parties and the amounts are as indicated by the carrying amount of the financial assets recognised in the balance sheet. There is a concentration of credit risk due to the small number of debtors in the consolidated entity's first year of operation.
The consolidated entity has taken steps to minimise the risk of default by undertaking loans which are secured by mortgage over land, residential and commercial properties and guarantee from borrowers.
(c) Net fair values
The net fair value of financial assets and liabilities are either equal or approximates their carrying amounts. The carrying amounts of all financial assets and liabilities are reviewed to ensure they are not in excess of the net fair value.
28. Company details
Great Pacific Capital Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 7, 27 - 31 Macquarie Place, Sydney, NSW 2000.
17
DIRECTORS' DECLARATION
In the opinion of the Directors of Great Pacific Capital Limited:
- the financial statements and notes, set out on pages 4 to 17, are in accordance with the Corporations Act $(a)$ 2001:
- give a true and fair view of the financial position of the Company and consolidated entity as at 30 $(i)$ June 2002 and of their performance, as represented by the results of their operations and their cash flows, for the financial period ended on that date; and
- comply with Accounting Standards and the Corporation Regulations 2001; and $(ii)$
- $(b)$ there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
Signed at Sydney this 26th day of September 2002 in accordance with a resolution of the Directors.
Alfred Wong Director
Danny Au-Yeung Director
$\bigoplus$ Hall Chadwick hartered Accountants & Business Advisers
GREAT PACIFIC CAPITAL LIMITED ABN 57 096 781 716 AND CONTROLLED ENTITIES INDEPENDENT AUDIT REPORT. TO THE MEMBERS OF GREAT PACIFIC CAPITAL LIMITED
Scope
We have audited the financial report of Great Pacific Capital Limited and controlled entities for the financial period ended 30 June 2002 as set out on pages 4 to 18.
The financial report includes the consolidated financial statements of the consolidated entity comprising the company and the entities it controlled at the period end or from time to time during the financial period. The company's directors are responsible for the financial report. We have conducted an independent audit of this financial report in order to express an opinion on it to the members of the company.
Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements and statutory requirements so as to present a view which is consistent with our understanding of the company's financial position, and performance as represented by the results of their operations and their cash flows.
The audit opinion expressed in this report has been formed on the above basis.
Audit Opinion
In our opinion, the financial report of Great Pacific Capital Limited is in accordance with:
the Corporations Act 2001, including: a.
- Giving a true and fair view of the company's and consolidated entity's ì. financial position as at 30 June 2002 and of their performance for the period ended on that date; and
- complying with Accounting Standards and the Corporations Regulations ii. 2001; and
b.
other mandatory professional reporting requirements.
Hall Chadwick
Level 29, St Martins Tower
31 Market Street, SYDNEY NSW 2001
Drew Townsend Partner Dated: 26th September, 2002
Sydney Level 29 St Martins Tower 31 Marker Street Sydney 2000 New South Woles
GPO Box 3555 SYDNEY NSW 2004
DX 1451 Sydney
Telephone: (02) 9263 2600Facsimile: (02) 9263 2800 Email: haydinfo@hail chadwick.com.au
Penrith
Telephone: (02) 4721 8144 Facsimile: (02) 4721 8155
Liverpool Telephone: (02) 9602 9444Facsimile: (02) 9602 9555
Parmers Robert Ellort Robert Brossil ...................................... Drew Townsend David Kennev Richard Albarran Gina Maiacco Paul Leroy
Associates Steven Gladman
Other firms in: Meibourne Brisbane Penh . . . . . . . . . . . . . . . . . . . Caims

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