Annual Report • Apr 28, 2017
Annual Report
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31 December 2016
Εγκεκριμένοι Λογιστές
J.
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Λεωφ. Κέννεντυ 8 Γραφείο 201 1087 Λευκωσία T.K. 20542, 1660 Λευκωσία
Τηλ.: +357 22768822
Φαξ: +357 22768195 E-mail: [email protected]
Certified Public Accountants
8 Kennedy Ave., Office 201 1087 Nicosia P.O. Box 20542, 1660 Nicosia Tel.: +357 22768822 Fax: +357 22768195 E-mail: [email protected]
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| CONTENTS | PAGE |
|---|---|
| Board of Directors and other officers | 1 |
| Management Report | $\overline{2}$ |
| Independent auditor's report | $3 - 4$ |
| Statement of profit or loss | 5 |
| Statement of other comprehensive income | 6 |
| Statement of financial position | $\overline{7}$ |
| Statement of changes in equity | 8 |
| Statement of cash flows | 9 |
| Notes to the financial statements | $10 - 27$ |
| Additional information to the statement of profit or loss | $28 - 31$ |
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| Board of Directors: | Marina Tsoy Andri Michael Stella Koukounis Christos Kinanis (Resigned on 28 November, 2016) |
|---|---|
| Company Secretary: | Andri Michael |
| Independent Auditors: | C. Efstathiou Audit Ltd Certified Public Accountants and Registered Auditors 8 Kennedy Avenue Athienitis Building 2nd floor, Office 201 1087 Nicosia |
| Registered office: | Chrysanthou Mylona, 2 Dali, P.C. 2540, Nicosia, Cyprus |
| Banker: | Hellenic Bank Public Company Ltd |
| Registration number: | HE216944 |
$\overline{1}$
$\downarrow$
The Board of Directors presents its report and audited financial statements of the Company for the year ended 31 December 2016.
The Company Vonpende Holdings P.L.C. was incorporated in Cyprus on 20 December, 2007 as a private limited liability company under the Cyprus Companies Law, Cap. 113, with registration number HE216944. On 8 February, 2016 the Company's share capital was listed to the Cyprus Stock Exchange Emerging Companies Market.
The principal activity of the Company comprises the trading in investments and investment properties.
The Company's development to date, financial results and position as presented in the financial statements are considered satisfactory.
The principal risks and uncertainties faced by the Company are disclosed in note 3 of the financial statements.
The Company's results for the year are set out on page 5.
The Board of Directors does not recommend the payment of a dividend and the net profit for the year is retained.
There were no changes in the share capital of the Company during the year under review.
The members of the Company's Board of Directors as at 31 December 2016 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year ended 31 December 2016.
In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office.
There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
Any significant events that occurred after the end of the reporting period are described in note 26 to the financial statements.
The Independent Auditors, C. Efstathiou Audit Ltd, have expressed their willingness to continue in office and a resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
By order of the Board of Directors,
Director
Nicosia, 5 April, 2017
8 Kennedy Ave., Office 201 1087 Nicosia P.O. Box 20542 1660 Nicosia Tel.: +357 22768822 Fax: +357 22768195
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E-mail: [email protected]
We have audited the financial statements of parent company Vonpende Holdings P.L.C. (the "Company"), which are presented in pages 5 to 27 and comprise the statement of financial position as at 31 December 2016, and the statements of profit or loss, other comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements give a true and fair view of the financial position of parent company Vonpende Holdings P.L.C. as at 31 December 2016, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
Pursuant to the additional requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 to 2016, we report the following:
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This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 to 2016 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
We have reported separately on the consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2016.
Certified Public Accountant and Registered Auditor for and on behalf of C. Efstathiou Audit Ltd Certified Public Accountants and Registered Auditors
Nicosia, 5 April, 2017
×,
$\mathcal{C}_1$
| Note | 2016 EUR |
2015 EUR |
|
|---|---|---|---|
| Revenue | 5 | 12.032.411 | 1.006.622 |
| Other operating income Administration expenses |
6 | 40.372 (166.705) |
2.006 (48.045) |
| Other expenses | 7 | (2.977) | |
| Operating profit | 8 | 11.903.101 | 960.583 |
| Net finance costs | (1.432) | (992) | |
| Profit before tax | 11.901.669 | 959.591 | |
| Tax | 11 | (3.256) | (613) |
| Net profit for the year | 11.898.413 | 958.978 |
$\tilde{\mathbf{z}}$
$\star$ ,
| Note | 2016 EUR |
2015 EUR |
|
|---|---|---|---|
| Net profit for the year | 11.898.413 | 958.978 | |
| Other comprehensive income | |||
| Items that will not be classified subsequently to profit or loss: Investments in subsidiaries - Fair value gains |
23,700.499 | ||
| Other comprehensive income for the year after tax | 23,700.499 | ||
| Other comprehensive income for the year | 35.598.912 | 958.978 |
$\mathbf{r}$ .
| ASSETS | Note | 2016 EUR |
2015 EUR |
|---|---|---|---|
| Non-current assets Property, plant and equipment Investment properties Investments in subsidiaries |
12 13 14 |
2.299 110.000 44.767.167 |
13.045.394 |
| Current assets Trade and other receivables Financial assets at fair value through profit or loss Cash at bank and in hand |
15 16 17 |
44.879.466 3.981.449 1.085.000 79.590 |
13.045.394 104.382 1.250.000 23.542 |
| Total assets EQUITY AND LIABILITIES |
5.146.039 50.025.505 |
1.377.924 14.423.318 |
|
| Equity Share capital Fair value reserve Retained earnings |
18 19 |
100.000 23.700.499 26.214.891 |
100.000 14.316.478 |
| Total equity Current liabilities Trade and other payables |
50.015.390 | 14.416.478 | |
| Current tax liabilities | 20 21 |
6.859 3.256 10.115 |
6.227 613 6.840 |
| Total equity and liabilities | 50.025.505 | 14.423.318 |
On 5 April, 2017 the Board of Directors of Vonpende Holdings P.L.C. authorised these financial statements for issue.
Director
. . . Director
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| Note | Share capital EUR |
Fair value reserve - investments in subsidiaries (Note 19) EUR |
Retained earnings EUR |
Total EUR |
|
|---|---|---|---|---|---|
| Balance at 1 January 2015 | 2.000 | 13.357.500 13.359.500 | |||
| Comprehensive income Net profit for the year Issue of share capital |
18 | 98,000 | 958,978 | 958.978 98,000 |
|
| Balance at 31 December 2015/1 January 2016 |
100.000 | 14.316.478 14.416.478 | |||
| Comprehensive income Net profit for the year Fair value adjustment |
۰ | 23.700.499 | 11.898.413 | 11.898.413 23.700.499 |
|
| Balance at 31 December 2016 | 100.000 | 23.700.499 | 26.214.891 | 50.015.390 |
Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 17% will be payable on such deemed dividends to the extent that the ultimate shareholders are both Cyprus tax resident and Cyprus domiciled. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders.
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$\ddot{\phantom{a}}$
| Note | 2016 EUR |
2015 EUR |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax |
11.901.669 | 959.591 | |
| Adjustments for: Depreciation of property, plant and equipment Dividend income |
12 5 |
575 (12.000.000) |
(993.022) |
| (97.756) | (33.431) | ||
| Changes in working capital: (Increase)/decrease in trade and other receivables Decrease/(increase) in financial assets at fair value through profit or loss Increase/(Decrease) in trade and other payables |
15 16 19 |
(3.877.067) 165.000 632 |
1.177.218 (1.250.000) (35.228) |
| Cash used in operations Dividends received Tax paid |
5 20 |
(3.809.191) 12,000.000 (613) |
(141.441) 993.022 (34.507) |
| Net cash generated from operating activities | 8.190.196 | 817.074 | |
| CASH FLOWS FROM INVESTING ACTIVITIES Payment for purchase of property, plant and equipment Payment for purchase of investment property Payment for purchase of investments in subsidiaries |
12 13 14 |
(2.874) (110.000) (8.021.274) |
(895.394) |
| Net cash used in investing activities | (8.134.148) | (895.394) | |
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of share capital |
18 | 98,000 | |
| Net cash generated from financing activities | 98.000 | ||
| Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year |
56.048 23.542 |
19.680 3.862 |
|
| Cash and cash equivalents at end of the year | 17 | 79.590 | 23.542 |
$\ddot{\phantom{a}}$
The Company Vonpende Holdings P.L.C. (the "Company") was incorporated in Cyprus on 20 December, 2007 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at Chrysanthou Mylona, 2, Dali, P.C. 2540, Nicosia, Cyprus.
The principal activity of the Company comprises the trading in investments and investment properties.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
The Company has prepared these parent's separate financial statements for compliance with the requirements of the Cyprus Income Tax Law.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The financial statements have been prepared under the historical cost convention as modified by the revaluation of investment property and financial assets and financial liabilities at fair value through profit or loss.
The Company has also prepared consolidated financial statements in accordance with IFRSs for the Company and its subsidiaries (the "Group").
Users of these parent's separate financial statements should read them together with the Group's consolidated financial statements as at and for the year ended 31 December 2016 in order to obtain a proper understanding of the financial position, the financial performance and the cash flows of the Company and the Group.
During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2016. This adoption did not have a material effect on the accounting policies of the Company.
At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.
Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Investments in subsidiary companies are classified as available-for-sale investments and are measured at fair value. Gains or losses on investments in subsidiary companies are recognised directly in equity, through the statement of recognised income and expense except for impairment losses.
$\ddot{\phantom{a}}$
Impairment is a permanent decline in the value of an asset. This situation exists when the cash flows or other benefits generated by an asset decline, as determined through a periodic assessment. If there is impairment, then the difference between the fair value of the asset and its carrying amount is written off. Upon adjusting an impaired asset's carrying value, the loss is recognised on the company's income statement.
In periods where there is a valid indication that an Impairment Loss recognised in other periods may have decreased, the Reversal of Impairment Loss is recognised in the Profit or Loss or revered in the Profit or Loss of the previously recognised Impairment Loss, unless it relates to a revalued asset recognised and/or reversed in Other Comprehensive Income.
The increased carrying amount due to the reversal should not be more than what the depreciated historical cost would have been if the Impairment Loss had not been recognised at first. If depreciation is applicable, should be adjusted for future periods.
Revenues earned by the Company are recognised on the following bases:
Dividend from investments in securities is recognised when the right to receive payment is established. Withheld taxes are transferred to profit or loss. Interest from investments in securities is recognised on an accruals basis.
Profits or losses from the sale of investments in securities represent the difference between the net proceeds and the carrying amount of the investments sold and is transferred to profit or loss.
The difference between the fair value of investments at fair value through profit or loss as at 31 December 2016 and the mid cost price represents unrealised gains and losses and is included in profit or loss in the period in which it arises. Unrealised gains and losses arising from changes in the fair value of available-forsale financial assets are recognised in equity. When available-for-sale financial assets are sold or impaired, the accumulated fair value adjustments are included in profit or loss as fair value gains or losses on investments, taking into account any amounts charged or credited to profit or loss in previous periods.
Interest income is recognised on a time-proportion basis using the effective interest rate method.
Dividend income is recognised when the right to receive payment is established.
Interest income is recognised on a time-proportion basis using the effective interest rate method.
Interest expense and other borrowing costs are charged to profit or loss as incurred.
Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in Euro (EUR), which is the Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Translation differences on non-monetary items such as equities held at fair value through profit or loss are reported as part of the fair value gain or loss.
The obiective of IAS 21 "The Effects of Changes in Foreign Exchange Rates" is to prescribe, how to include foreign currency transactions and foreign operations in the Financial Statements of an entity and how to translate Financial Statements into presentation currency.
In accounting, there is a difference between realized and unrealized gains and losses. Realized income or losses refer to profits or losses from completed transactions. Unrealized profit or losses refer to profits or losses that have occurred on paper, but the relevant transactions have not been completed. These represent gains and losses from changes in the value of assets or liabilities that have not vet been settled or recoanized.
Realized income or losses are recorded on the income statement. Unrealized income or losses are recorded in an account called accumulated other comprehensive income, which is found in the owners' equity section of the balance sheet.
Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.
Dividend distribution to the Company's shareholders is recognised in the Company's financial statements in the year in which they are approved by the Company's shareholders.
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on the straight-line method so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates used are as follows:
$\frac{0}{0}$
20
Computer hardware and operating systems
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.
Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Company. Major renovations are depreciated over the remaining useful life of the related asset.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Investment property is held for long-term rental yields and/or for capital appreciation and is not occupied by the Company. Investment property is carried at fair value, representing open market value determined annually by external valuers. Changes in fair values are recorded in profit or loss and are included in other operating income.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the continued use of the asset. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
IAS 39 "Financial Instruments: Recognition and Measurement" was reissued in December 2003, applies to annual periods beginning on or after 1 January 2005, and will be largely replaced by IFRS 9 "Financial Instruments" for annual periods beginning on or after 1 January 2018, which is available for early application.
The objective of "IAS 39 "Financial Instruments: Recognition and Measurement" is to establish principles for recognising and measuring financial assets and financial liabilities in the Company's statement of financial position when the Company becomes a party to the contractual provision of the instrument and some contracts to buy or sell non-financial items.
Requirements for presenting information about financial instruments are in IAS 32 "Financial instruments: Presentation" and requirements for disclosing information about financial instruments are in IFRS 7 "Financial Instruments: Disclosures".
Financial instruments are initially recognised when an entity becomes a party to the contractual provisions of the instrument, and are classified into various categories depending upon the type of instrument, which then determines the subsequent measurement of the instrument (typically amortised cost or fair value). Special rules apply to embedded derivatives and hedging instruments.
Trade receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.
Loans originated by the Company by providing money directly to the borrower are categorised as loans and are carried at amortised cost. The amortised cost is the amount at which the loan granted is measured at initial recognition minus principal repayments, plus or minus the cumulative amortization using the effective interest rate method of any difference between the initial amount and the maturity amount, and minus any reduction for impairment or uncollectibility. All loans are recognised when cash is advanced to the borrower.
The effective interest rate method is a method of calculating the amortised cost of a financial asset or a financial liability (or group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability.
The Company classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.
This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified as held for trading if acquired principally for the purpose of selling in the short term. Financial assets designated as at fair value through profit or loss at inception are those that are managed and their performance is evaluated on a fair value basis, in accordance with the Company's documented investment strategy. Information about these financial assets is provided internally on a fair value basis to the Company's key management personnel. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within twelve months from the reporting date.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable. They are included in current assets, except for maturities greater than twelve months after the reporting date. These are classified as non-current assets. The Company's loans and receivables comprise trade and other receivables and cash and cash equivalents in the statement of financial position.
Held to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. that do not meet the definition of loans and receivables. During the year, the Company did not hold any investments in this category.
k.
IAS 39 "Financial Instruments: Recognition and Measurement" and IFRS 9 "Financial Instruments" determines that Available-for-sale financial assets (AFS) are any non-derivative financial assets designated on initial recognition as Available-for-Sale or any other instruments that are not classified as (a) Loans and Receivables, (b) Held-to-Maturity Investments or (c) Financial Assets at Fair Value Through Profit or Loss.
Available-for-sale financial assets, comprising principally marketable equity securities, are measured annually at fair value in the balance sheet, at the close of business as at 31 December, 2016.
For investments traded in active markets, fair value is determined by reference to Stock Exchange quoted bid prices. For other investments, fair value is determined by reference to the current market value of similar instruments or by reference to the discounted cash flows of the underlying assets. Equity investments for which fair value cannot be measured reliably are recognised at cost less impairment.
Under IAS 39 gains and losses from the revaluation of the asset are put through Other Comprehensive Income in Shareholders' Equity, except to the extent that any losses are assessed as being permanent and the asset is therefore impaired, or if the asset is sold or otherwise disposed of. If the asset is impaired, sold or otherwise disposed of, the revaluation gain or loss implicit in the transaction is recognised as income or expense.
According to IFRS 9 (1 January 2018, early adoption permitted), the revaluation gain or loss will be recognised under Other Comprehensive Income whether it will be due to normal market fluctuations or impairment. Further, the revaluation gain or losses from Other Comprehensive Income will under no circumstances be recycled into Profit or Loss.
Available-for-sale financial assets are classified as non-current, unless they are expected to be realised within twelve months from the reporting date or unless they will need to be sold to raise operating capital, thus classified as current assets.
Available-for-sale financial assets are investments that do not qualify for classification as held for trading (fair value through profit and loss) or held-to-maturity investments.
Available for sale investments are carried on balance sheet at their fair value and any change in fair value between two reporting dates is taken to the shareholders' equity as a separate component which is normal called 'changes in fair value of available for sale investments'.
If the fair value of an investment increases, the carrying amount of the investments is debited and the 'changes in fair value of AFS investments' (equity) is credited. If the fair value of the investments decreases, the carrying amount of the investments is decreased and the changes in fair value of AFS investments (equity) is debited.
Under IFRS, any change in fair value is broken down into two components: change in fair value due to currency fluctuation and change in fair value due to change in investment value. The change in fair value due to fluctuation in currency value is taken to the income statement while the change in fair value due to change in value of investments is taken to the shareholders' equity.
Dividends or interest income earned on available for sale securities is recognized on the income statement in the period in which they are earned.
Ŷ.
Regular way purchases and sales of financial assets are recognised on trade-date which is the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Availablefor-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest rate method.
Gains or losses arising from changes in the fair value of the "financial assets at fair value through profit or loss" category are presented in profit or loss in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the profit or loss when the Company's right to receive payments is established.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Company establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis, making maximum use of market inputs and relying as little as possible on entity specific inputs. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment.
Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analysed between translation differences resulting from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences on monetary securities are recognised in profit or loss, while translation differences on non-monetary securities are recognised in other comprehensive income. Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income.
When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in other comprehensive income are included in profit or loss as gains and losses on available-for-sale financial assets.
Interest on available-for-sale securities calculated using the effective interest rate method is recognised in the profit or loss. Dividends on available-for-sale equity instruments are recognised in profit or loss when the Company's right to receive payments is established.
The Company assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets the cumulative loss which is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss, is removed from equity and recognised in profit or loss.
For financial assets measured at amortised cost, if in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
In respect of available for sale equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve. In respect of available for sale debt securities, impairment losses are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.
For the purpose of the statement of cash flows, cash and cash equivalents comprise cash at bank.
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Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.
Ordinary shares are classified as equity.
Current assets represent future economic benefits enbodied in an asset that will flow to the entity within twelve months from the reporting date.
Non-current assets represent future economic benefits enbodied in an asset that will flow to the entity in more than twelve months from the reporting date.
Current liabilities represent amounts that are due within twelve months from the reporting date.
Non-current liabilities represent amounts that are due more than twelve months from the reporting date.
IAS1 "Presentation of Financial Statements" requires that comparative information should be disclosed in respect of the previous period for all amounts reported in the financial statements, both on the face and in the notes of the financial statements, unless another Standard requires otherwise. Comparative information is provided for narrative and descriptive where it is relevant to understanding the financial statements of the current period.
Where comparative amounts are changes or reclassified, various disclosures are required in the notes of the financial statements explaining the situation for changes applied.
The Company is exposed to market price risk, interest rate risk, credit risk, liquidity risk, currency exchange risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
Market price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices. The Company's available-for-sale financial assets and financial assets at fair value through profit or loss are susceptible to market price risk arising from uncertainties about future prices of the investments. The Company's market price risk is managed through diversification of the investment portfolio.
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company's income and operating cash flows are substantially independent of changes in market interest rates as the Company has no significant interest-bearing assets. The Company is exposed to interest rate risk in relation to its non-current borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
×
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Company has no significant concentration of credit risk. The Company has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables.
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
Currency exchange risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company's measurement currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar and the Russian Ruble. The Company's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
Capital includes equity shares.
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Company's overall strategy remains unchanged from last year.
The fair values of the Company's financial assets and liabilities approximate their carrying amounts at the reporting date.
The fair value of financial instruments traded in active markets, such as publicly traded trading and available-for-sale financial assets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Company 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 is determined by using valuation techniques. The Company uses a variety of methods, such as estimated discounted cash flows, and makes assumptions that are based on market conditions existing at the reporting date.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
The Company reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the customer's payment record and the customer's overall financial position. If indications of irrecoverability exist, the recoverable amount is estimated and a respective provision for bad and doubtful debts is made. The amount of the provision is charged through profit or loss. The review of credit risk is continuous and the methodology and assumptions used for estimating the provision are reviewed regularly and adjusted accordingly.
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
The fair value of investment property is determined by using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the investment property has been estimated based on the fair value of their individual assets.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the financial assets available for sale has been estimated based on the fair value of these individual assets.
The Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future discounted cash flows associated with these subsidiaries/associates would be compared to their carrying amounts to determine if a write-down to fair value is necessary.
The Company periodically evaluates the recoverability of loans receivable whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country in which the borrower operates, which may indicate that the carrying amount of the loan is not recoverable. If facts and circumstances indicate that loans receivable may be impaired, the estimated future discounted cash flows associated with these loans would be compared to their carrying amounts to determine if a write-down to fair value is necessary.
The impairment test is performed using the discounted cash flows expected to be generated through the use of non-financial assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Company estimates the recoverable amount of the cash generating unit in which the asset belongs to.
IFRS 9 "Financial Instruments" requires entities to measure all investments in equity instruments at fair value, even if those instruments are not quoted in an active market.
IFRS 13 "Fair Value Measurement" states that when measuring fair value, the objective is to estimate the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions, to estimate an "exit price".
Valuation involves significant judgment by the Board of Directors and key management and it is likely that different valuation techniques will provide different results. This is because inputs used, and any adjustments to those inputs, may differ depending on the technique, but also in the selection of the valuation technique. This includes consideration of the information available to the Company.
Equity investments for which fair value cannot be measured reliably and valuation techniques are not available, they are recognised at cost less impairment in value.
| Dividend income Interest income Net gain on trading in financial instruments |
2016 EUR 12.000.000 31.610 801 12.032.411 |
2015 EUR 993.022 13.600 1.006.622 |
|---|---|---|
| 6. Other operating income | ||
| Amount payable written off Net foreign exchange profit |
2016 EUR 40,372 |
2015 EUR 2.006 |
| 40.372 | 2.006 | |
| 7. Other expenses | ||
| 2016 EUR |
2015 EUR |
|
| Net foreign exchange loss | 2.977 | |
| 2.977 |
$\lambda$
$\mathcal{C}_{\mathbf{v}}$
| 2016 | 2015 | |
|---|---|---|
| Operating profit is stated after charging the following items: | EUR | EUR |
| Depreciation of property, plant and equipment (Note 12) | 575 | |
| Directors' fees | 44.169 | |
| Staff costs including Directors in their executive capacity (Note 9) | $\blacksquare$ | 15.000 |
| Auditors' remuneration - current year | 13.350 | 4.560 |
| Auditors' remuneration - prior years | 4.900 | 4.900 |
| 9. Staff costs | ||
| 2016 | 2015 | |
| EUR | EUR | |
| Salaries | 15.000 | |
| 15.000 | ||
| 10. Finance costs | ||
| 2016 | 2015 | |
| EUR | EUR | |
| Finance costs | ||
| Other finance costs | ||
| Bank charges | 1.432 | 992 |
| 1.432 | 992 | |
| 11. Tax | ||
| 2016 | 2015 | |
| EUR | EUR | |
| Corporation tax - current year | 3.256 | 613 |
| Charge for the year | 3.256 | 613 |
The corporation tax rate is 12,5%.
Under certain conditions interest income may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.
$\hat{\mathbf{z}}$
٠,
| Computer hardware and operating systems EUR |
Total EUR |
|
|---|---|---|
| Cost | ||
| Additions | 2.874 | 2.874 |
| Balance at 31 December 2016 | 2.874 | 2.874 |
| Depreciation | ||
| Charge for the year | 575 | 575 |
| Balance at 31 December 2016 | 575 | 575 |
| Net book amount | ||
| Balance at 31 December 2016 | 2.299 | 2.299 |
| Balance at 31 December 2015 | ||
| 13. Investment properties | ||
| 2016 | 2015 | |
| Balance at 1 January | EUR | EUR |
| Additions | 110.000 | |
| Balance at 31 December | 110.000 |
Investment properties include an apartment situated at 55 Milou street, Archangelos, Nicosia, Cyprus.
| 2016 | 2015 | |
|---|---|---|
| EUR | EUR | |
| Balance at 1 January | 13.045.394 | 12.150.000 |
| Additions | 8.021.274 | 895.394 |
| Fair value adjustment | 23.700.499 | |
| Balance at 31 December | 44.767.167 | .045.394 |
110.000
The details of the subsidiaries are as follows:
| Name | Country of incorporation |
Principal activities | 2016 Holding $\frac{9}{6}$ |
2015 Holding $\frac{9}{6}$ |
|---|---|---|---|---|
| Wing Hang Enterprises Limited | Nevis | Trading in cement and receiving and granting of loans |
100 | 100 |
| Eyestorn Enterprises Limited | Cyprus | Holding of investments and receiving and granting of loans |
52 | |
| Kirnione Holdings Limited | Cyprus | Trading in investments and investment of its funds |
52 | |
| Lebset Developments Limited | Cyprus | Holding of investments | 52 | |
| Linge Enterprises Limited | Cyprus | Holding of investments | 76,0234 | |
| Mezorex Enterprises Limited | Cyprus | Holding of investments and investment of its funds |
52,0468 |
×,
$\ddot{=}$
| 2016 | 2015 | |
|---|---|---|
| EUR | EUR | |
| Trade receivables | 3.979.227 | 99.797 |
| Shareholders' current accounts - debit balances (Note 22.2) | $\blacksquare$ | 2.593 |
| Deposits and prepayments | 2.222 | 1.992 |
| 3.981.449 | 104.382 |
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.
| 2016 | 2015 | |
|---|---|---|
| EUR | EUR | |
| Balance at 1 January | 1.250.000 | $\bullet$ |
| Additions | $\bullet$ | 1.250.000 |
| Disposals | (165.000) | |
| Balance at 31 December | 1.085.000 | L.250.000 |
Financial assets designated as at fair value through profit or loss are analysed as follows:
| 2016 | 2015 | |
|---|---|---|
| EUR | EUR. | |
| Financial assets at fair value through profit or loss | ||
| Subordinated contingent convertible bonds of a Company incorporated in Cyprus | 1.085.000 | 1.250.000 |
| 1.085.000 | 1.250.000 |
The financial assets at fair value through profit or loss are marketable securities and are valued at market value at the close of business on 31 December by reference to Stock Exchange quoted bid prices. Financial assets at fair value through profit or loss are classified as current assets because they are expected to be realised within twelve months from the reporting date.
In the statement of cash flows, financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in working capital. In the statement of profit or loss, changes in fair values of financial assets at fair value through profit or loss are recorded in operating income.
| 2016 EUR |
2015 EUR |
|
|---|---|---|
| Hellenic Bank Public Company Ltd | ||
| EUR Current account | 79.528 | 23.385 |
| - USD Current account | 157 | |
| 79.590 | 23.542 |
$\overline{1}$
k,
| 2016 Number of |
2016 | 2015 Number of |
2015 | |
|---|---|---|---|---|
| shares | EUR | shares | EUR | |
| Authorised | ||||
| Ordinary shares of EUR 1,00 each | 2,000 | 2.000 | ||
| Conversion to 8.000 shares of EUR 0,25 each | 6.000 | |||
| Ordinary shares of EUR 0.25 each | 400.000 | 100.000 | 392.000 | 98.000 |
| 400.000 | 100.000 | 400,000 | 100.000 | |
| Issued and fully paid | ||||
| Balance at 1 January | 400.000 | 100.000 | 2.000 | 2.000 |
| Conversion to 8.000 shares at EUR 0,25 each | 6.000 | |||
| Issue of shares | 392.000 | 98.000 | ||
| Balance at 31 December | 400.000 | 100.000 | 400.000 | 100.000 |
| Balance at 1 January 2015 | Fair value reserve - investments in subsidiaries EUR |
Total EUR |
|---|---|---|
| Balance at 31 December 2015/ 1 January 2016 | ||
| Fair value adjustment | 23.700.499 23.700.499 | |
| Balance at 31 December 2016 | 23.700.499 23.700.499 |
The fair value reserve for investments represents accumulated gains and losses arising on the revaluation of available-for-sale financial assets that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or are determined to be impaired.
| 2016 | 2015 | |
|---|---|---|
| EUR | EUR | |
| Social insurance and other taxes | 2.313 | |
| Accruals | 4.600 | 6.204 |
| Defence tax on rent payable | (54) | |
| 6.859 | 6.227 |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
| 2016 | 2015 | |
|---|---|---|
| EUR | EUR | |
| Corporation tax | 3.256 | 613 |
| 3.256 | 613 |
The Company is listed to the Cyprus Stock Exchange Emerging Companies Market and its shares are spread towards various foreign and Cyprus based legal entities and various Cyprus resident and non-resident individuals.
The following transactions were carried out with related parties:
The remuneration of Directors and other members of key management was as follows:
| 2016 | 2015 | |
|---|---|---|
| EUR | EUR | |
| Directors' services | 44.169 | |
| Directors' remuneration | 15.000 | |
| 44.169 | 15.000 | |
| 22.2 Shareholders' current accounts - debit balances (Note 15) | ||
| 2016 | 2015 | |
| EUR | EUR | |
| Receivables from shareholders | 2.593 | |
| 2.593 |
Following the objective of IAS 24 "Related Party Disclosures" the shareholders' current accounts are interest free, and have no specified repayment date and are paid upon request. In certain cases, the company may enter and/or amend an agreement relating to the payable amount owned, changing/entering to payment dates and/or methods.
This events had no material effect on the results or financial position of the company, by transactions and outstanding balances with related parties.
The Company had no contingent assets as at 31 December 2016.
The Company had no contingent liabilities as at 31 December 2016.
The Company had no capital or other commitments as at 31 December 2016.
On 27th March 2017 the Company by an Extraordinary General Meeting resolved the reverse share split. The new share capital structure consists of 8.000 nominal shares of EUR 12,5 each.
$\mathbf 1$
¥.
2016 2015 Page EUR EUR Revenue Dividend income 12.000.000 993.022 Interest income 31.610 13.600 Net gain on trading in financial instruments 801 $\sim$ Total revenue 12.032.411 1.006.622 Other operating income Amount payable written off 40.372 $\mathbf{r}$ Net foreign exchange profit 2.006 $\overline{\phantom{0}}$ 12.072.783 1.008.628 Operating expenses Administration expenses 29 $(166.705)$ $(48.045)$ 11,906,078 960.583 Other operating expenses Net foreign exchange loss $(2.977)$ $\omega$ Operating profit 11.903.101 960.583 Finance costs 30 $(992)$ $(1.432)$ 11.901.669 959.591 Net profit for the year before tax
$\frac{1}{2}$
$\hat{\mathbf{h}}_i$
| 2016 EUR |
2015 EUR |
|
|---|---|---|
| Administration expenses | ||
| Directors' remuneration | 15.000 | |
| Rent | 3.600 | 1.000 |
| Municipality taxes | 444 | |
| Annual levy | 350 | 350 |
| Electricity, water and heating | 2.277 | 666 |
| Repairs and maintenance | 1.071 | 137 |
| Sundry expenses | 76 | 202 |
| Telecommunication expenses | 3.995 | |
| Expenses on increase of share capital | 2.568 | |
| Auditors' remuneration - current year | 13.350 | 4.560 |
| Auditors' remuneration - prior years | 4.900 | 4.900 |
| Directors' services | 44.169 | |
| Travelling | 733 | |
| Secretarial services | 11.176 | 6.922 |
| Expenses for change to public company | 4.980 | |
| Services paid | 47.265 | |
| Consulting fees | 28.718 | 6.700 |
| Advertising expenses | 4.006 | 60 |
| Depreciation | 575 | ٠ |
| 166,705 | 48.045 |
$\sim$
$\overline{\mathbb{R}}$
| 2016 EUR |
2015 EUR |
|
|---|---|---|
| Finance costs | ||
| Other finance costs | ||
| Bank charges | 1.432 | 992 |
| 1.432 | 992 |
$\tilde{\eta}$
$\mathfrak{h}$
| Net profit per income statement Add: |
Page 28 |
EUR | EUR 11.901.669 |
|---|---|---|---|
| Depreciation Net foreign exchange loss |
575 2.977 |
||
| Annual levy | 350 | ||
| Administration expenses restricted - trading in investments Services paid |
115.689 44.165 |
||
| 163.756 | |||
| 12.065.425 | |||
| Less: | |||
| Annual wear and tear allowances | 575 | ||
| Profit from sale of financial assets at fair value through profit or loss | 801 | ||
| Dividends received | 12.000.000 | ||
| Amount payable written off | 40.372 | ||
| Chargeable income for the year | (12.041.748) 23.677 |
||
| Calculation of corporation tax | Income | Rate | Total |
| € | % | $\epsilon$ c | |
| Tax at normal rates: | |||
| Chargeable income as above | 23.677 | 12,50 | 2.959,63 |
| 10% additional charge | 295,96 | ||
| TAX PAYABLE | 3.255,59 |
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