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Biotron Limited

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FY2009 Annual Report · Biotron Limited
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Level 2  •  66 Hunter Street  •  Sydney NSW 2000  •  Australia

Annual Report 2009

Biotron Limited   ABn 60 086 399 144

1205970 Biotron 09 Cover.indd   1

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Contents

operating and Financial review 

statement of Corporate Governance 

directors’ report 

income statement  

statement of recognised income and expense  

Balance sheet  

statement of Cash Flows  

notes to the Financial statements 

directors’ declaration 

independent Audit report 

Additional stock exchange information 

Corporate directory 

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OPERATINg and Financial Review

The period under review has seen 
significant advances on clinical progression 
of Biotron’s antiviral drug development 
program, with continued focus on clinical 
development of the Company’s lead drug, 
BIT225, in its HIV and Hepatitis C virus 
(HCV) programs.

Significant events achieved in this financial 
year include:

 »

 »

 »

 »

Commencement of a Phase Ib/IIa 
clinical trial of Biotron’s lead drug, 
BIT225, in HCV infected subjects. This 
marked a major milestone for the 
Company.

Demonstration that BIT225 is highly 
synergistic when combined with a new 
class of HCV antiviral agents known as 
NS5B polymerase inhibitors. 

Presentation of data from the 
Company’s HIV and HCV programs 
at several international scientific 
conferences.

Initiation and successful completion of 
a Share Purchase Plan, raising $807,500 
for further clinical development of 
BIT225.

Since the end of the financial year under 
review, Biotron has announced the 
completion of the clinical phase of the 
Phase Ib/IIa trial, with successful dosing of 
all subjects. Data from the trial is currently 
being collated, analysed and reviewed to 
determine if it meets primary endpoint.

Clinical Development of BIT225

BIT225 is an investigational, orally-
administered, novel antiviral compound 
in development by Biotron for treatment 
of HIV and HCV infections. The successful 
completion of the first human trial of 
BIT225 during the second half of 2007 
was a major value-adding milestone for 
Biotron. This trial followed on from the 
completion of a comprehensive program of 

preclinical safety studies, and demonstrated 
the safety of the drug in humans and its 
suitability for progression into trials in 
patient populations. The completed Phase I 
clinical trial in healthy volunteers supported 
the continued development of BIT225 
into proof-of-concept human trials. The 
trial data can be used to progress BIT225 
in both HCV and HIV patient populations, 
which significantly reduces the costs and 
timelines of Biotron’s clinical development 
program.

In the year under review, Biotron 
commenced a Phase Ib/IIa trial of BIT225 in 
HCV infected patients, after receipt of the 
necessary ethics and regulatory approvals. 
The commencement of this trial marked 
another major milestone for the Company. 
The trial, code-named BIT225-003, was run 
over the two sites in Australia. The trial is 
a placebo-controlled, randomised study of 
the safety, pharmacokinetics and antiviral 
activity of BIT225 in patients with HCV 
infection. The primary objective is to assess 
the safety and tolerability of BIT225. The 
secondary objectives are to assess the 
pharmacokinetics of BIT225 as well as to 
assess the antiviral efficacy of BIT225 in 
these patients. 

Eighteen patients were randomly assigned 
to receive one of two dose levels of BIT225 
or placebo. The use of two trial sites, 
based in Sydney and Brisbane, was aimed 
at maximising the recruitment rate for 
the trial. Patient recruitment was initially 
slower than expected, necessitating minor 
modifications to the trial design which were 
made with ethics and regulatory approvals. 
These resulted in a significant improvement 
in patient recruitment rates.

Since the end of the financial year, Biotron 
has announced the completion of the 
clinical phase of the Phase Ib/IIa trial, with 
successful dosing of all subjects. Data 
from the trial is currently being collated, 
analysed and reviewed to determine if it 

meets primary endpoint, and it is expected 
that this review will be completed during 
September 2009.

BIT225 represents a first-in-class drug for 
treatment of HCV, targeting the p7 protein 
of HCV. It is estimated that in the USA 
alone, some 4 million people have been 
infected with Hepatitis C with 2.7 million 
suffering from chronic infection.

Worldwide, 170 million people are infected. 
HCV causes inflammation of the liver, 
which may lead to fibrosis and cirrhosis, 
liver cancer and, ultimately, liver failure. 
Existing drugs for HCV have limited 
effectiveness and toxicity issues, leaving 
a significant need for new therapies. The 
worldwide market is currently almost 
US$3.0 billion, but is estimated that this 
market will expand to over US$10.0 billion 
as safe, effective therapies enter the market.

Studies performed by Southern Research 
Institute, Maryland, USA, during the year 
under review, using a surrogate cell culture 
system, demonstrated that Biotron’s 
lead antiviral drug, BIT225, is synergistic 
when combined with a particular class of 
antiviral drug. These drugs inhibit the RNA-
dependent RNA polymerase of HCV (also 
known as NS5B). NS5B inhibitors have been 
the focus of several international research 
and development programs and a number 
are in early clinical development. The 
finding is significant as there is a recognised 
need to develop antiviral drugs that work 
in combination to attack HCV. The finding 
that BIT225 works in combination with 
NS5B inhibitors to enhance the virus 
killing ability of both BIT225 and the NS5B 
inhibitors further improves the standing of 
BIT225 within this field.

These results extend the previously 
reported finding that BIT225 is synergistic 
with the current standard of care treatment 
for HCV (interferon and ribavirin). The 
results of this latest research demonstrate 

Biotron Limited Annual Report 2009    I 

   1

OpeRAting And FinAnciAl Review

that higher levels of virus death could be 
effected using significantly lower levels 
of both drugs than if either is used alone. 
The major practical benefit of synergism 
between two anti-viral drugs is that, 
for therapeutic purposes, each drug 
would remain effective at lower plasma 
concentrations than if the combined effect 
was merely additive. This has the potential 
to decrease the risk of adverse drug side 
effects, and the potential for generation 
of drug resistant virus strains, as drug 
levels in the plasma fall below effective 
concentrations, is reduced.

The use of BIT225 in combination with 
either the current standard of care 
treatment, or with NS5B inhibitors, holds 
exciting potential therapeutic treatment of 
human HCV infections.

BIT225 also represents a novel, first in class 
approach to the treatment of HIV. BIT225 
specifically targets HIV in reservoir cells 
and represents an opportunity to attack 
HIV at its source in the body. Current HIV 
therapies have little or no effect on HIV in 
the underlying reservoir of infected cells 
where the virus hides from the immune 
system. The market for HIV is very large, 
with the US market alone for HIV worth 
over US$3.3 billion per annum. Biotron is 
currently progressing protocols and other 
documentation through the necessary 
ethics and regulatory processes, with the 
aim of progressing BIT225 into a Phase 
Ib/IIa trial in HIV-positive patients when 
funding permits.

These trials in HIV and HCV infected 
patients are critical steps in the Company’s 
development. Demonstration that BIT225 
can attack these viruses in patients will be 
a major advance in terms of Company and 
technology valuations. The Company is 
focused on achieving a successful outcome, 
and has been progressing discussions with 
potential pharmaceutical companies in 
anticipation of finalising a deal once these 

2 

    I 

    Biotron Limited Annual Report 2009

trials have been completed. The proposed 
trials are designed to benefit shareholders 
through significantly increasing the value 
of Biotron in the market and to its future 
pharmaceutical company partners. 

Other Viral Programs

The Company has an impressive portfolio 
of clinical and preclinical antiviral programs 
developing drugs targeting HCV, HIV, 
Dengue virus and Influenza virus. At present, 
focus is on development of the HCV and 
HIV programs into trials in infected patient 
populations, and additional resources will 
be committed to these additional programs 
once the more advanced programs have 
been successfully commercialised or as 
resources become available. 

The level of interest by the international 
community in Biotron’s antiviral programs 
was reflected by the selection of Biotron 
to participate in prestigious international 
scientific conferences over the last  
12 months. In October 2008, Biotron was 
selected to present at the 6th Australasian 
Viral Hepatitis conference in Brisbane, 
and Biotron scientists were selected to 
present data at the biannual HIV DART 
conference in the USA in December 2008 
and at the annual Conference of Retroviral 
and Opportunistic Infections (CROI) in 
Montreal in February 2009. Recently, a 
paper on preclinical efficacy of BIT225 was 
presented to an international conference at 
the 2nd World Summit of Antivirals held in 
Beijing, China, by Biotron’s collaborators at 
Southern Research Institute, Maryland, USA. 
Presentation at these meetings provided 
an excellent opportunity to further discuss 
the Company’s technologies with potential 
pharmaceutical company partners.

During the year, ongoing discussions were 
held with potential partners regarding the 
Virion technology. Whilst keen to secure a 
partner to take the Company’s compounds 
through into clinical development, Biotron 

can significantly increase the value of the 
technology by undertaking Phase I and II 
clinical trials before forming an alliance. 
This may translate into much higher returns 
to the Company in the form of upfront 
payments as well as increased milestone 
and royalty payments in the future.

Patents

Biotron is focused on progressing patents 
related to its antiviral programs through 
the international patenting process. 
The Company recognises that the key 
to establishment of partnerships is the 
expansion and continued strengthening of 
Biotron’s intellectual property (IP) portfolio. 
Strong, defensible, international patents are 
essential to attract partners and to ensure 
a competitive advantage for the Company’s 
products in the marketplace. Biotron 
continues to build a strong wall of patents 
around its IP to maximise the value of the 
technologies and to ensure its competitive 
position.

A summary of Biotron’s patent portfolio is 
set out below:

TITLE

WO0021538

Method of 
modulating ion 
channel functional 
activity. 

STATUS

granted in 
Australia, New 
Zealand, USA and 
China. 

Under examination 
elsewhere.

WO9813514

Method of 
determining ion 
channel activity of 
a substance.

granted in 
Australia, 
Europe (selected 
countries), Japan 
and USA. 

Under examination 
elsewhere.

TITLE

STATUS

granted in India, 
Singapore and 
South Africa. 

Under examination 
elsewhere.

Entered into 
national phase.

WO04112687

Antiviral 
compounds and 
methods. 

WO6135978

Antiviral 
compounds and 
methods. 

PCT/
AU2008/001130

PCT filed in  
August 2008.

Hepatitis 
C antiviral 
compositions and 
methods 

Capital Raising

In the first quarter of 2009, Biotron 
initiated and completed capital raising to 
eligible shareholders via a Share Purchase 
Plan (SPP) and placement, raising $807,500 
to fund the completion of the Phase Ib/IIa 
HCV clinical trial and ensure the Company 
is in a position to complete negotiation of a 
licensing deal. 

At the time of the last capital raising in 
late 2007, Biotron anticipated leveraging 
shareholder funds, as it had done so 
before, by accessing matching funding for 

the Phase Ib/IIa trial through the Federal 
government’s Commercial Ready grant 
program. Regrettably, and without any 
indication to do so, the Federal government 
cancelled the Commercial Ready grant 
program in the May 2008 Federal budget, 
right at the time that Biotron was finalising 
trial protocols. Biotron had not anticipated 
having to fully fund the trial, so the 
cancellation of the grant program has had a 
significant adverse impact on the financial 
position of the Company.

The cancellation of the Commercial Ready 
grant program caused the Company to 
hold the commencement of a second 
Phase Ib/IIa clinical trial for the treatment 
of HIV and focus the Company’s financial 
resources on the HCV clinical trial. The HIV 
clinical trial, which has finalised protocols 
ready for submission for ethical and 
regulatory approvals, could be commenced 
quickly with sufficient financial resources.

 The Company is focused on achieving a 
successful outcome from the HCV trial, 
and has been progressing discussions 
with potential pharmaceutical companies. 
The trial has been designed to benefit 
shareholders through significantly 
increasing the value of Biotron in the 
market and to its future pharmaceutical 
company partners. 

The Directors would like to thank all those 
shareholders who supported the Company 
by participating in this capital raising. 

On behalf of the Board we would like 
to thank the dedicated Biotron staff for 
their commitment and efforts during the 
year.  Biotron is poised to achieve the 
outcome that we have all been working 
towards – demonstration that its antiviral 
drug development program can produce 
new, novel drugs which can attack virus 
infections in humans, resulting in significant 
clinical benefit to patients, and generating 
major financial benefits to our shareholders. 

We look forward to the next year with 
confidence. 

Michael J. Hoy

Chairman

Michelle Miller
Managing Director

Biotron Limited Annual Report 2009    I 

   3

 
 
     
  
 
 
Statement of corporate governance

This statement outlines the main Corporate 
governance practices that were in place 
throughout the financial year, which 
comply with the Australian Stock Exchange 
(‘ASX’) Corporate governance Council 
recommendations, unless otherwise stated.

Board of Directors

The board of directors is responsible for 
the overall corporate governance of the 
Company including its strategic direction, 
setting remuneration, establishing goals 
for management and monitoring the 
achievement of these goals and ensuring 
the integrity of internal control and 
management information systems. It is also 
responsible for approving and monitoring 
financial and other reporting.

The composition of the board has been 
determined on the basis of providing the 
Company with the benefit of a broad range 
of technical, administrative and financial 
skills, combined with an appropriate level of 
experience at a senior corporate level. The 
names and further information regarding 
the skills, experience, qualifications and 
relevant expertise of the directors are set 
out in the Directors’ Report. The board is 
composed of a minimum of three directors.

The composition of the board is monitored 
constantly to ensure that it provides the 
Company with the appropriate levels of 
both expertise and experience. The board 
comprises a majority of independent, 
non-executive directors including the 
Chairperson. The independence of directors 
is based on their capacity to put the 
best interests of the Company and its 
shareholders ahead of all other interests.

When a board vacancy exists, through 
whatever cause, or where it is considered 
that the board would benefit from the 
services of a new director with particular 
skills, the board identifies a panel of 
candidates with appropriate expertise and 
experience. A selection procedure is then 

4 

    I 

    Biotron Limited Annual Report 2009

completed and the board appoints the 
most suitable candidate who must stand 
for election at the next general meeting of 
shareholders.

Directors, other than the Managing 
Director, are subject to re-election by the 
shareholders at least every three years.

Having regard to the current membership 
of the board and the size, organisational 
complexity and scope of operations of 
the entity, a Nomination Committee, a 
Remuneration Committee and an Audit 
Committee have not been established.

Each director has the right to seek 
independent professional advice at the 
Company’s expense. Prior approval of the 
Chairman is required, but such approval is 
not unreasonably withheld. A copy of the 
advice received by the director is made 
available to all other members of the board.

In the event that a potential conflict of 
interest may arise, involved directors must 
withdraw from all deliberations concerning 
the matter.

Remuneration

The remuneration of the directors is 
determined by the board as a whole, with 
the director to whom a particular decision 
relates being absent from the meeting 
during the time that the remuneration level 
is discussed and decided upon.

For details on the amount of remuneration 
and any amount of equity based executive 
remuneration payment for each director, 
refer to the Key Management Personnel 
note to the financial statements and the 
Remuneration Report in the Directors’ 
Report.

Internal Controls

The board of directors acknowledges that 
it is responsible for the overall internal 
control framework, but recognises that no 

cost effective internal control system will 
preclude all errors and irregularities. The 
system of internal control adopted by the 
Company seeks to provide an appropriate 
division of responsibility and careful 
selection and training of personnel relative 
to the level of activities and size of the 
Company.

The full board takes responsibility for 
reviewing financial reporting procedures, 
internal controls and the performance of 
the financial management. Selected internal 
control mechanisms employed to support 
the business include:

 »

 »

 »

Investment appraisal – the Company 
has documented guidelines for capital 
expenditure and investment appraisals. 
These include annual budgets, 
expenditure review procedures and 
appropriate levels of authority.

Business planning, budgeting and 
reporting – a comprehensive business 
planning process includes evaluation of 
strategies, objectives, and risks resulting 
in an annual budget approved by the 
board. Monthly actual performance is 
reported against budget and revised 
forecasts for the year are prepared 
regularly.

Quality and integrity of employees 
– there are clearly defined 
accountabilities, performance measures, 
and reinforcement of values and ethics 
by management.

The CEO and CFO state in writing to 
the board that the Company’s financial 
statements present a true and fair view, 
in all material respects, of the Company’s 
financial condition and operational results 
and are in accordance with relevant 
accounting standards.

External Auditors

Board nominees review the performance 
of the external auditors and meet with 
them during the half yearly review and 
annual audit to discuss any issues that 
have arisen with respect to accounting 
policies, any significant operational issues 
and the level of proposed audit fees. The 
auditor is requested to attend the Annual 
general Meeting and be available to answer 
shareholder questions about the conduct of 
the audit and the preparation and content 
of the auditor’s report.

KPMg, the Company’s auditors, were 
appointed on 20 November 2001.

Ethical Standards

All directors, managers and employees are 
expected to act with the utmost integrity 
and objectivity, endeavouring at all times 
to enhance the performance and reputation 
of the Company. Every employee has direct 
access to a director to whom they may 
refer any ethical issues that may arise from 
their employment.

Directors, officers and employees are 
permitted to trade in the Company’s 
securities only in accordance with the 
provisions of the Corporations Act and ASX 
Listing Rules. The directors are under an 
obligation to report any dealings by them 
in the Company’s securities.

The Role of Shareholders

The board ensures that the shareholders 
are informed of all major developments 
affecting the Company by the following 
means:

 »

Distribution of the annual report is 
made available to all shareholders 
containing relevant information about 
the operations of the Company during 
the year in addition to disclosures 
required by the Corporations Act 2001.

 »

 »

 »

 »

 »

 »

Lodgement of quarterly reports with 
the ASX which show summarised 
financial information for the quarter. 
Copies of these reports are available to 
shareholders on request.

Lodgement of the half yearly 
report with the ASX which contains 
summarised and audit reviewed 
financial information. Copies of half 
yearly financial statements prepared 
in accordance with the Corporations 
Act are available to any shareholder on 
request.

Lodgement of the annual report with 
the ASX which contains full audited 
financial information prepared in 
accordance with the Corporations Act. 
Distribution of the annual report is 
made available to all shareholders.

Announcements to the ASX concerning 
any significant development in the 
Company’s operations, financing and 
administration. All announcements are 
immediately available to the general 
public. 

Disclosure of all major announcements 
to the ASX on the Company’s website.

The Annual general Meeting is the 
main opportunity for the shareholders 
to hear the Managing Director and 
Chairman provide updates on the 
Company’s performance, ask questions 
of the board and to express views and 
vote on various matters of business on 
the agenda.

The shareholders are responsible for voting 
on the appointment of directors.

Risk Management

Due to the size of the Company, the 
number of officers and employees and 
the nature of the Company’s business, a 
formal risk management policy and internal 
compliance and control system has not 

been implemented. The chief executive 
officer and chief financial officer declare, 
in writing, to the board that the system of 
risk management and internal compliance 
and control which implements the policies 
adopted by the board has been assessed 
and found to be operating efficiently and 
effectively in all material respects.

Each director reviews the business risks 
affecting his particular area of expertise 
annually and reports to the board. The board 
then determines the appropriate actions 
to eliminate or minimise the identified 
business risks. The full board oversees the 
establishment, implementation and ongoing 
review of the Company’s risk management 
and internal control system. The internal 
control system covers financial, operational 
and compliance risks.

Recommendations made by external 
auditors and other external advisers are 
investigated by the board and, where 
necessary, appropriate action is taken to 
ensure that the Company has the internal 
control environment to manage the key 
risks identified. Ways of enhancing existing 
risk management strategies, including 
segregation of duties, employment 
and training of suitably qualified and 
experienced personnel are investigated by 
the board.

Performance Evaluation of the Board 
and Key Executives

Due to the size of the Company, the 
number of officers and employees and 
the nature of the Company’s business, 
the board has adopted an informal and 
continuous performance evaluation process 
of the directors and key executives. The 
Company has not established formal 
performance review measures for the board 
or key executives nor has it established a 
nomination committee.

Biotron Limited Annual Report 2009    I 

   5

Directors’ Report

The directors present their report together 
with the financial report of Biotron Limited 
(‘the Company’) for the year ended 30 June 
2009 and the auditor’s report thereon.

Directors 

The names and particulars of the directors 
of the Company at any time during or since 
the end of the financial year are:

Mr Michael J. Hoy 
Independent and Non-Executive 
Chairman

Mr Hoy has more than 30 years’ corporate 
experience in Australia, the United 
Kingdom, USA and Asia. He is Chairman of 
CityPrint Holdings Pty Limited, Chairman of 
Tellesso Technologies Limited and a former 
director of John Fairfax Holdings Limited 
and FXF Trust.

He has been a director since 7 February 
2000 and Chairman since 16 March 2000.

Dr Michelle Miller, BSc, MSc, PhD, 
GCertAppFin (Finsia) 
Managing Director

Dr Miller has worked for over 20 years in 
the bioscience industry, with extensive 
experience in managing commercial 
bioscience research. She completed her 
PhD in the Faculty of Medicine at Sydney 
University investigating molecular models 
of cancer development. Her experience 
includes a number of years at Johnson 
and Johnson developing anti-HIV gene 
therapeutics through preclinical research 
to clinical trials. She has experience in 
early-stage start-ups from time spent 
as Investment Manager with a specialist 
bioscience venture capital fund.

She was appointed as Managing Director  
on 21 June 2002. 

6 

    I 

    Biotron Limited Annual Report 2009

Dr Michael S. Hirshorn, MBA, MB, BS 
Independent and Non-Executive 
Director

Dr Hirshorn has 30 years experience in 
founding, building, managing and investing 
in technology companies. He played a 
major role in all commercial aspects of 
Cochlear Limited’s development, was a 
founding director of Resmed Inc., and  
Chief Executive Marketing for  
Polartechnics Limited.

He has over eight years of private equity 
experience, raising a fund and investing 
and developing companies. He has served 
on numerous government advisory 
committees, including the Start IT and 
T Committee, the Start grants Biological 
Sciences Committee of the Department 
of Industry, Science and Resources. He is 
currently a director of Dynamic Hearing 
and TgR BioSciences.

Dr Hirshorn was appointed as a director  
on 16 March 2000.

Mr Bruce Hundertmark 
Independent and Non-Executive 
Director

Mr Hundertmark is an independent 
businessman and company director with a 
wide range of experience in diverse business 
operations. He has specialised in recent 
years in high technology based company 
start-up operations and in promoting the 
formation of venture capital companies 
including News Datacom Research Limited 
in Israel, News Datacom Limited in Hong 
Kong and both PT Indo Bio Products and PT 
Indo Bio Fuels in Indonesia.

He has been a director of numerous private 
and publicly listed companies including 
News International PLC, Sky Television 
PLC, Prudential Cornhill Insurance Limited, 
Harris Scarfe Limited, Bernkastel Wines 
Limited, Codan Limited, Samic Limited 
and Investment & Merchant Finance 
Corporation Limited.

Mr Hundertmark was appointed as a 
director on 16 March 2000.

Mr Peter G. Scott 
Non-Executive Director

Mr Scott is a founding director of Biotron 
Limited with more than 30 years of 
commercial and entrepreneurial experience 
in Australia.

He is a director of Scott’s Acorn Pty Ltd 
and was formerly Chairman and Managing 
Director of Scottcom Pty Ltd and Managing 
Director of ICAM Pty Ltd, audio visual and 
multimedia companies.

Mr Scott has been a director since  
23 February 1999.

Peter J. Nightingale 
Company Secretary

Mr Nightingale graduated with a Bachelor 
of Economics degree from the University of 
Sydney and is a member of the Institute of 
Chartered Accountants in Australia. He has 
worked as a chartered accountant in both 
Australia and the USA. 

As a director or company secretary  
Mr Nightingale has, for the past 22 years, 
been responsible for the financial control, 
administration, secretarial and in-house 
legal functions of a number of private 
and public listed companies in Australia, 
the USA and Europe including Pangea 
Resources Limited, Timberline Minerals Inc., 
Perseverance Corporation Limited, Valdora 
Minerals N.L., ETT Limited, Bolnisi gold NL 
and Palmarejo Silver and gold Corporation. 
Mr Nightingale is currently a director of 
Cockatoo Coal Limited and Planet gas 
Limited.

Mr Nightingale has been company 
secretary since 23 February 1999.

Directors’ Meetings

The number of directors’ meetings held and number of meetings attended by each of the directors of the Company, while they were a 
director, during the year are:

No. of Meetings Held No. of Meetings Attended

Michael J. Hoy

Michelle Miller

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

Directors’ Interests

6

6

6

6

6

6

6

6

6

6

At the date of this report, the beneficial interests of each director of the Company in the issued share capital of the Company and options, 
each exercisable to acquire one fully paid ordinary share of the Company are:

Michael J. Hoy

Michelle Miller

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

Fully Paid Ordinary Shares

1,408,214

-

-

-

-

-

9,014,000

Options

500,000

500,000

500,000

500,000

200,000

200,000

-

Option Terms
(Exercise Price and Term)

$0.35 at any time up to 30 September 2010

$0.35 at any time up to 30 September 2010

$0.40 at any time from 30 September 2006 up to  
30 September 2006 up to 30 September 2010

$0.45 at any time from 30 September 2007 up to  
30 September 2010

$0.35 at any time up to 30 September 2010

$0.35 at any time up to 30 September 2010

-

Biotron Limited Annual Report 2009    I 

   7

diRectORs’ RepORt

Option Holdings

The movement during the reporting period in the number of options over ordinary shares in the Company held directly, indirectly or 
beneficially, by each specified director and executive, including their personally-related entities, is as follows:

Option holdings - 2009

Held at 
1 July 2008

Granted as 
remuneration

Expired

Held at  
30 June 2009

Directors

Michael J. Hoy

Michelle Miller

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

500,000

1,500.000

200,000

200,000

-

Executives

Peter J. Nightingale

200,000

Option holdings - 2008

-

-

-

-

-

-

-

-

-

-

-

-

Directors

Michael J. Hoy

Michelle Miller

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

500,000

1,500,000

200,000

200,000

-

Executives

Peter J. Nightingale

200,000

Remuneration Report - Audited

-

-

-

-

-

-

-

-   

-

-

-

-

Held at 
1 July 2007

Granted as 
remuneration

Expired

Held at  
30 June 2008

Vested and 
exercisable at  
30 June 2009

500,000

1,500.000

200,000

200,000

-

Vested and 
exercisable at  
30 June 2008

500,000

1,500.000

200,000

200,000

-

500,000

1,500.000

200,000

200,000

-

500,000

1,500.000

200,000

200,000

-

200,000

200,000

200,000

200,000

The policy of remuneration of directors and senior executives is to ensure the remuneration package properly reflects the person’s duties 
and responsibilities, and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. The board is 
responsible for reviewing its own performance. The non-executive directors are responsible for evaluating the performance of the executive 
directors who, in turn, evaluate the performance of all other senior executives. The evaluation process is intended to assess the Company’s 
business performance, whether long term strategic objectives are being achieved and the achievement of individual performance objectives.

Remuneration generally comprises salary and superannuation. Longer term incentives are able to be provided through the Company’s 
Incentive Option Plan which acts to align the directors and senior executives’ actions with the interests of the shareholders. The remuneration 
disclosed below represents the cost to the Company for the services provided under these arrangements.

8     I     Biotron Limited Annual Report 2009

No directors or senior executives receive performance related remuneration. Options issued in prior periods as remuneration were subject to 
service conditions due to the nature of the Company’s operations.

Details of director and senior executive remuneration and the nature and amount of each major element of the remuneration of each 
director and senior executive of the Company are:

Year

Primary  
Salary and Fees

Post-
Employment 
Superannuation 
Benefits

Equity 
Compensation 
Value of 
Options

$

$

Directors

Non-executive

Michael J. Hoy 
(Chairman)

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

Executive

Michelle Miller 
(Managing Director)

Total, all specified 
directors

Executives

Peter J. Nightingale 
(Company Secretary) 

Total, all specified 
directors and 
executives 

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

55,046

60,000

27,523

30,000

27,523

30,000

5,000

5,000

200,000

200,000

315,092

325,000

75,000

75,000

390,092

400,000

4,954

5,400

2,477

2,700

2,477

2,700

25,000

27,700

18,000

18,000

52,908

56,500

-

-

52.908

56,500

$

-

-

-

-

-

-

-

-

2,403

-

2,403

-

-

-

Options 
as a % of 
Remuneration

-

-

-

-

-

-

-

-

1%

1%

-

-

-

Total

$

60,000

65,400

30,000

32,700

30,000

32,700

30,000

32,700

218,000

220,403

368,000

383,903

75,000

75,000

443,000

2,403

458,903

1%

Biotron Limited Annual Report 2009    I    9

diRectORs’ RepORt

Options granted as compensation - Audited

Details of options that were granted as compensation to each key management person:

Director

Grant Date

Number of  
options granted

Fair value  
at grant date

Michelle Miller

14 October 2005

500,000

$24,016

Michelle Miller

14 October 2005

500,000

$21,114

Michelle Miller

14 October 2005

500,000

$18,701

Option Terms  
(Exercise Price and Term)

$0.35 at any time up to  
30 September 2010

$0.40 at any time from 30 September 2006 
up to 30 September 2010

$0.45 at any time from 30 September 2007 
up to 30 September 2010

The number of options that had vested as at 30 June 2009 is 1,500,000 (2008 – 1,500,000). There were nil options (2008 – 500,000) that 
vested during the year ended 30 June 2009, and no options were granted during or subsequent to year end.

The fair value of the options at grant date was determined based on the Black-Scholes formula. The model inputs of the options issued, were 
the Company’s share price of $0.17 at the grant date, a volatility factor of 50% based on historic share price performance and a risk free 
interest rate of 5.25% based on the 10 year government bond rate.

Consequences of Performance on Shareholder Wealth - Audited
In considering the Company’s performance and benefits for shareholders wealth, the board have regard to the following indices in respect of 
the current financial year and the previous four financial years.

2009

2008

2007

2006

2005

Net loss attributable to equity 
holders of the parent

$1,776,099

$1,882,093

$3,234,004

$2,198,973

$1,883,575

Dividends paid

-

-

-

-

-

Change in share price

0.0 cents

(9.0) cents

4.5 cents

7.0 cents

(5.8) cents

The overall level of key management personnel’s compensation is assessed on the basis of market conditions, status of the Company’s 
projects, and financial resources of the Company.

Service Contracts - Audited

There are no service contracts for the key management personnel.

Non-executive Directors - Audited 

Total compensation for all non-executive directors is determined by the board based on market conditions.

Options

At the date of this report, unissued ordinary shares of the Company under option are:

Number of Options

Exercise Price

5,450,000

750,000

500,000

$0.35

$0.40

$0.45

Expiry Date

30 September 2010

30 September 2010

30 September 2010

The options do not entitle the holder to participate in any share issue of the Company or any other body corporate.

10     I     Biotron Limited Annual Report 2009

Principal Activities

Events Subsequent to Balance Date

Non-audit Services

The principal activities of the Company 
during the financial year were the funding 
and management of intermediate and 
applied biotechnology research and 
development projects.

Financial Result and Review of 
Operations

The operating loss of the Company for 
the financial year after income tax was 
$1,776,099 (2008 loss - $1,882,093).

A review of the Company’s operations for 
the year is set out in the Operating and 
Financial Review.

Impact of Legislation and Other 
External Requirements

There were no changes in environmental or 
other legislative requirements during the 
year that have significantly impacted the 
results or operations of the Company.

Dividends

The directors recommend that no dividend 
be paid by the Company. No dividend has 
been paid or declared since the end of the 
previous financial year.

State of Affairs

In the opinion of the directors, there were 
no significant changes in the state of affairs 
of the Company that occurred during the 
financial year under review.

Environmental Regulation

The Company’s operations are not subject 
to significant environmental regulations 
under Commonwealth or State legislation 
in relation to its research projects.

There has not arisen in the interval between 
the end of the financial year and the date 
of this report any item, transaction or 
event of a material and unusual nature 
likely, in the opinion of the directors of 
the Company, to affect significantly the 
operations of the Company, the results of 
those operations, or the state of affairs of 
the Company, in future financial years.

Likely Developments

During the year ended 30 June 2009, the 
Company continued to fund and manage 
its research and development projects. 
The success of these research projects, 
which cannot be assessed on the same 
fundamentals as trading and manufacturing 
enterprises, will determine future likely 
developments.

In the opinion of the directors, it would 
prejudice the interests of the Company to 
provide additional information, except as 
reported in this Annual Report, relating to 
likely developments in the operations of the 
Company.

Indemnification of Officers and 
Auditors

During or since the end of the financial 
year, the Company has not indemnified or 
made a relevant agreement to indemnify an 
officer or auditor of the Company against 
a liability incurred by such an officer or 
auditor. In addition, the Company has not 
paid or agreed to pay, a premium in respect 
of a contract insuring against a liability 
incurred by an officer or auditor.

During the year KPMg, the Company’s 
auditor, has performed certain other 
services in addition to their statutory 
duties.

The board has considered the non-audit 
services provided during the year by the 
auditor and is satisfied that the provision 
of those non-audit services during the year 
by the auditor is compatible with, and did 
not compromise, the auditor independence 
requirements of the Corporations Act 2001 
for the following reasons:

 »

 »

all non-audit services were subject to 
the corporate governance procedures 
adopted by the Company and have 
been reviewed by the board to ensure 
they do not impact the integrity and 
objectivity of the auditor; and

the non-audit services provided do 
not undermine the general principles 
relating to auditor independence as 
set out in APES 110 Code of Ethics 
for Professional Accountants, as they 
did not involve reviewing or auditing 
the auditor’s own work, acting in 
a management or decision making 
capacity for the Company, acting as an 
advocate for the Company or jointly 
sharing risks and rewards.

A copy of the auditors’ independence 
declaration as required under Section 307C 
of the Corporations Act 2001 is included in 
the Directors’ Report.

Biotron Limited Annual Report 2009    I    11

diRectORs’ RepORt

Details of the amounts paid to the auditor of the Company, KPMg, and its related practices for audit and non-audit services provided during 
the year are set out below.

Statutory audit

- Audit and review of financial reports (KPMg Australia)

Services other than statutory audit

- Workers compensation review (KPMg Australia)

- grant audit (KPMg Australia)

Lead Auditor’s Independence Declaration

2009

$

26,240

1,750

-

2008

$

18,043

-

5,000

The Lead Auditor’s Independence Declaration is set out below and forms part of the Directors’ Report for the year ended 30 June 2009.

This report has been signed in accordance with a resolution of the directors and is dated 28 August 2009:

Michael J. Hoy 
Chairman  

Michelle Miller
Managing Director

Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To the Directors of Biotron Limited:

I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2009, there have been:

(i)  no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit, and

(ii)  no contraventions of any applicable code of professional conduct in relation to the audit.

KPMG 

Brisbane 28 August 2009

W.E. Austin 
Partner

12     I     Biotron Limited Annual Report 2009

 
 
 
               
 
 
 
 
 
 
 
 
 
 
 
 
 
INCOME statement FOR tHe YeAR ended 30 JUne 2009

Other income

Administration and consultants’ expenses

Depreciation

Employee and director expenses

Direct research and development expenses

Rent and outgoings expenses

Legal expenses

Other expenses from ordinary activities

Operating loss before financing income

Interest income

Net financing income

Loss before tax

Income tax expense 

Loss for the year

Basic loss per share attributable to ordinary equity shareholders

Diluted loss per share attributable to ordinary equity shareholders

Notes

2009

$

2008

$

2

3

3

5

4

4

5,000

431,409

(172,000)

(47,731)

(360,746)

(980,294)

(51,351)

(6,675)

(221,277)

(289,473)

(40,444)

(476,405)

(1,303,421)

(25,818)

(8,978)

(244,096)

(1,835,074)

(1,957,226)

58,975

58,975

75,133

75,133

(1,776,099)

(1,882,093)

-

-

(1,776,099)

(1,882,093)

(1.67) cents

(1.67) cents

(2.00) cents

(2.00) cents

Biotron Limited Annual Report 2009     I     13

STATEMENT of Recognised income and expense  

FOR tHe YeAR ended 30 JUne 2009

Loss for the year

Total recognised income and expense for the year

Other movements in equity arising from transactions with owners as owners are set out in note 11.

2009

$

2008

$

(1,776,099)

(1,776,099)

(1,882,093)

(1,882,093)

14     I     Biotron Limited Annual Report 2009

Balance sheet As At 30 JUne 2009

Current assets

Cash and cash equivalents

Trade and other receivables

Other

Total current assets

Non-current assets

Plant and equipment

Total non-current assets

Total assets

Current liabilities

Trade and other payables

Employee entitlements

Total current liabilities

Total liabilities

Net assets

Equity

Issued capital

Reserves

Accumulated losses

Total equity

Notes

6

7

8

9

10

11

12

13

2009

$

950,581

27,520

18,385

996,486

67,352

67,352

2008

$

2,063,596

59,483

29,160

2,152,239

115,083

115,083

1,063,838

2,267,322

136,397

85,935

222,332

222,332

841,506

317,627

106,318

423,945

423,945

1,843,377

19,920,593

19,146,365

359,608

359,608

(19,438,695)

(17,662,596)

841,506

1,843,377

Biotron Limited Annual Report 2009     I     15

STATEMENT of cash Flows FOR tHe YeAR ended 30 JUne 2009

Cash flows from operating activities

Cash receipts in the course of operations

Payments for research and development

Cash payments in the course of operations

Cash used in operations

Interest received

Notes

2009

$

2008

$

3,910

470,893

(1,081,839)

(1,219,196)

(883,264)

(937,163)

(1,961,193)

(1,685,466)

68,950

63,147

Net cash from operating activities

14

(1,892,243)

(1,622,319

Cash flows from investing activities

Proceeds on sale of intellectual property

Payments for plant and equipment

Net cash from/(used in) investing activities

Cash flows from financing activities

Proceeds from issue of shares

Cost of issue of shares

Net cash from financing activities

Net increase/(decrease) in cash and cash equivalents held

Cash and cash equivalents at the beginning of the financial year

Cash and cash equivalents at the end of the financial year

14

5,000

-

5,000

807,500

(33,272)

774,228

(1,113,015)

2,063,596

950,581

-

(62,261)

(62,261)

2,499,000

(129,546)

2,369,454

684,874

1,378,722

2,063,596

16 

    I 

    Biotron Limited Annual Report 2009

NOTES to the Financial statements  FOR tHe YeAR ended 30 JUne 2009

1.  REPORTING ENTITY

Biotron Limited (the ‘Company’) is a 
company domiciled in Australia. 

Basis of preparation

Statement of compliance

The financial report is a general purpose 
financial report which has been prepared 
in accordance with Australian Accounting 
Standards (‘AASBs’) (including Australian 
Interpretations) adopted by the Australian 
Accounting Standards Board (‘AASB’) and 
the Corporations Act 2001. The financial 
report of the Company also complies with 
International Financial Reporting Standards 
(IFRSs) and interpretations adopted by the 
International Accounting Standards Board 
(IASB). 

The financial report was authorised for 
issue by the directors on 28 August 2009.

Basis of measurement

The financial statements have been 
prepared on the historical cost basis.

Functional and presentation currency

These financial statements are presented in 
Australian dollars, which is the Company’s 
functional currency.

Use of estimates and judgements

The preparation of financial statements 
requires management to make judgements, 
estimates and assumptions that affect 
the application of accounting policies and 
the reported amounts of assets, liabilities, 
income and expenses. Actual results may 
differ from these estimates. 

Estimates and underlying assumptions are 
reviewed on an ongoing basis. Revisions to 
accounting estimates are recognised in the 
period in which the estimate is revised and 
in any future periods affected.

In particular, information about significant 
areas of estimation uncertainty and critical 
judgements in applying accounting policies 
that have the most significant effect on 
the amount recognised in the financial 
statements are described in the following 
note 1, going concern:

Going concern

The financial report has been prepared on 
a going concern basis which contemplates 
the realisation of assets and settlement of 
liabilities in the ordinary course of business.

The Company has incurred significant 
trading losses of $1,776,099 in the year 
ended 30 June 2009 and has accumulated 
losses of $19,438,695 as at 30 June 2009. 
These conditions give rise to a material 
uncertainty that may cast significant doubt 
upon the Company’s ability to continue as 
a going concern. The ongoing operation of 
the Company is dependent on:

 »

 »

the Company raising additional funding 
from shareholders or other parties; 
and/or

the Company reducing expenditure in 
line with available funding.

The directors have prepared cash flow 
projections that support the ability of the 
Company to continue as a going concern. 
These cash flow projections assume the 
Company obtains sufficient additional 
funding from shareholders or other 
parties. If such funding is not achieved, the 
Company plans to reduce expenditures 
significantly.

In the event that the Company does not 
obtain additional funding and/or reduce 
expenditure in line with available funding, it 
may not be able to continue its operations 
as a going concern and therefore may not 
be able to realise its assets and extinguish 
its liabilities in the ordinary course of 
operations and at the amounts stated in 
the financial statements.

Significant accounting policies

The accounting policies set out below have 
been applied consistently to all periods 
presented in the Company financial report.

New standards and interpretations not  
yet adopted

The following standards, amendments to 
standards and interpretations have been 
identified as those which may impact the 
entity in the period of initial application. 
They are available for early adoption at 30 
June 2009, but have not been applied in 
preparing this financial report:

 »

 »

Revised AASB 101 Presentation of 
Financial Statements (2007) introduces 
the term total comprehensive income, 
which represents changes in equity 
during a period other than those 
changes resulting from transactions 
with owners in their capacity as owners. 
Total comprehensive income may be 
presented in either a single statement 
of comprehensive income (effectively 
combining both the income statement 
and all non-owner changes in equity 
in a single statement) or, in an income 
statement and a separate statement of 
comprehensive income. Revised AASB 
101, which becomes mandatory for 
the Company’s 30 June 2010 financial 
statements, is expected to have a 
significant impact on the presentation 
of the financial statements. The 
Company plans to provide total 
comprehensive income in a single 
statement of comprehensive income 
for its 2010 financial statements.

AASB 2008-1 Amendments to 
Australian Accounting Standard 
– Share-based Payment: Vesting 
Conditions and Cancellations clarifies 
the definition of vesting conditions, 
introduces the concept of non-vesting 
conditions, requires non-vesting 
conditions to be reflected in grant-date 
fair value and provides the accounting 

Biotron Limited Annual Report 2009     I 

    17

nOtes tO tHe FinAnciAl stAtements  FOR tHe YeAR ended 30 JUne 2009

 »

treatment for non-vesting conditions 
and cancellations. The amendments 
to AASB 2 will be mandatory for the 
Company’s 30 June 2010 financial 
statements, with retrospective 
application. The Company has not yet 
determined the potential effect of the 
amendment.

AASB 2008-5 Amendments to 
Australian Accounting Standards arising 
from the Annual Improvements Process 
and 2008-6 Further Amendments to 
Australian Accounting Standards arising 
from The Annual Improvements Process 
affect various AASBs resulting in minor 
changes for presentation, disclosure, 
recognition and measurement purposes. 
The amendments, which become 
mandatory for the Company’s 30 June 
2010 financial statements, are not 
expected to have any impact on the 
financial statements.

Cash and cash equivalents

Cash and cash equivalents comprise cash 
balances and call deposits.

Trade and other receivables

Trade and other receivables are stated at 
their amortised cost less impairment losses.

Property, plant and equipment
Property plant and equipment are stated 
at their historical cost less accumulated 
depreciation and impairment loss. 
Depreciation is recognised in profit or loss 
using the reducing balance method from 
the date of acquisition at rates between 
13% and 40% per annum.

Research and development

Grants

Where a grant is received relating to 
research and development costs that have 
been expensed, the grant is recognised as 
revenue when there is reasonable assurance 
it will be received.

18     I     Biotron Limited Annual Report 2009

Costs 

Long service leave

Expenditure on research activities, 
undertaken with the prospect of gaining 
new scientific or technical knowledge and 
understanding, is recognised in profit and 
loss when incurred.

Development activities involve a plan 
or design for the production of new or 
substantially improved products and 
processes. Development expenditure is 
capitalised only if development costs can 
be measured reliably, the product or process 
is technically and commercially feasible, 
future economic benefits are probable, and 
the Company intends to and has sufficient 
resources to complete development and 
to use or sell the asset. The expenditure 
capitalised includes the cost of materials, 
direct labour and overhead costs that are 
directly attributable to preparing the asset 
for its intended use. Other development 
expenditure is recognised in profit or loss 
when incurred. 

Capitalised development expenditure 
is measured at cost less accumulated 
amortisation and accumulated impairment 
losses.

Trade and other payables
Trade and other payables are stated at their 
amortised cost, are non-interest bearing 
and are normally settled within 60 days.

Employee entitlements

Wages, salaries, annual leave and sick leave

Liabilities for employee entitlements for 
wages, salaries, annual leave and sick leave 
represent present obligations resulting from 
employees’ services provided to reporting 
date, calculated at undiscounted amounts 
based on remuneration wages and salary 
rates that the company expect to pay as at 
reporting date including related on-costs, 
such as workers compensation insurance 
and superannuation.

Liabilities for employee entitlements for 
long service leave is the amount of future 
benefit that employees have earned in 
return for their service in the current and 
prior periods plus related on-costs, that 
benefit is discounted to determine its 
present value.

Share capital

Ordinary shares

Ordinary shares are classified as equity. 
Incremental costs directly attributable 
to the issue of ordinary shares and share 
options are recognised as a deduction from 
equity, net of any tax effects. Dividends on 
ordinary shares are recognised as a liability 
in the period in which they are declared.

Taxation

Income tax

Income tax on the profit or loss for the year 
comprises current and deferred tax. Income 
tax is recognised in the income statement 
except to the extent that it relates to items 
recognised directly in equity, in which case 
it is recognised in equity.

Current tax is the expected tax payable on 
the taxable income for the year, using tax 
rates enacted or substantially enacted at 
the balance sheet date, and any adjustment 
to tax payable in respect of previous years.

Deferred tax is provided using the balance 
sheet method, providing for temporary 
differences between the carrying amounts 
of assets and liabilities for financial 
reporting purposes and the amounts 
used for taxation purposes. The initial 
recognition of assets or liabilities that 
affect neither accounting nor taxable profit, 
and differences relating to investments in 
subsidiaries to the extent that they will 
probably not reverse in the foreseeable 
future are temporary differences and are 
not provided for. The amount of deferred 
tax provided is based on the expected 
manner of realisation or settlement of the 

carrying amount of assets and liabilities, 
using tax rates enacted or substantively 
enacted at the balance sheet date.

A deferred tax asset is recognised only to 
the extent that it is probable that future 
taxable profits will be available against 
which the asset can be utilised. Deferred 
tax assets are reduced to the extent that it 
is no longer probable that the related tax 
benefit will be realised.

Goods and services tax

Revenue, 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 taxation authority. In these 
circumstances, the gST is recognised as 
part of the cost of acquisition of the asset 
or as part of the expense.

Receivables and payables are stated 
with the amount of gST included. The 
net amount of gST recoverable from, or 
payable to, the ATO is included as a current 
asset or liability in the balance sheet.

Cash flows are included in the statement 
of cash flows on a gross basis. The gST 
components of cash flows arising from 
investing and financing activities which are 
recoverable from, or payable to, the ATO are 
classified as operating cash flows.

Revenue recognition

Finance income

Interest revenue is recognised as it accrues 
using the effective interest rate method.

Earnings per share
The Company presents basic and diluted 
earnings per share (EPS) data for its 
ordinary shares. Basic EPS is calculated by 
dividing the profit or loss attributable to 
ordinary shareholders of the Company by 
the weighted average number of ordinary 
shares outstanding during the period. 
Diluted EPS is determined by adjusting 
the profit or loss attributable to ordinary 

shareholders and the weighted average 
number of ordinary shares outstanding for 
the effects of all dilutive potential ordinary 
shares, which comprise share options 
granted to employees.

Incentive option plan
The Incentive Option Plan allows the 
Company’s employees or directors, or 
individuals whom the Plan Committee 
determine to be employees for the 
purposes of the Plan, with the opportunity 
to acquire options over unissued shares 
in the Company. The fair value of options 
granted is measured at grant date and 
spread as an expense over the period 
during which the employees or directors 
become unconditionally entitled to the 
options. The fair value of the options 
granted is measured using Black-Scholes 
formula, taking into account the terms 
and conditions upon which the options 
were granted. The amount recognised as 
an expense is adjusted to reflect the actual 
number of options that vest except where 
forfeiture is only due to share prices not 
achieving the threshold for vesting.

Impairment

Financial assets

A financial asset is assessed at each 
reporting date to determine whether 
there is any objective evidence that it is 
impaired. A financial asset is considered 
to be impaired if any objective evidence 
indicates that one or more events have had 
a negative effect on the estimated future 
cash flows of that asset.

An impairment loss in respect of a financial 
asset measured at amortised cost is 
calculated as the difference between its 
carrying amount, and the present value of 
the estimated future cash flows discounted 
at the original effective interest rate. An 
impairment loss in respect of an available-
for-sale financial asset is calculated by 
reference to its fair value.

All impairment losses are recognised 
in profit or loss. Any cumulative loss in 
respect of an available-for-sale financial 

asset recognised previously in equity is 
transferred to profit and loss.

An impairment loss is reversed if the 
reversal can be related objectively to an 
event occurring after the impairment 
loss was recognised. For financial assets 
measured at amortised cost and available-
for-sale financial assets that are debt 
securities, the reversal is recognised in profit 
or loss. For available-for-sale financial assets 
that are equity securities the reversal is 
recognised directly in equity.

Non-financial assets

The carrying amounts of the Company’s 
non-financial assets are reviewed at each 
reporting date to determine whether 
there is any indication of impairment. If 
any such indication exists then the asset’s 
recoverable amount is estimated.

The recoverable amount of an asset or 
cash-generating unit is the greater of its 
value in use and its fair value less costs to 
sell. In assessing value in use, the estimated 
future cash flows are discounted to their 
present value using a pre-tax discount rate 
that reflects current market assessments 
of the time value of money and the risks 
specific to the asset.

An impairment loss is recognised if the 
carrying amount of an asset or its cash-
generating unit exceeds its recoverable 
amount. Impairment losses are recognised 
in profit or loss.

An impairment loss in respect of goodwill 
is not reversed. In respect of other assets 
impairment losses recognised in prior 
periods are assessed at each reporting 
date for any indications that the loss 
has decreased or no longer exists. An 
impairment loss is reversed if there has 
been a change in the estimates used to 
determine the recoverable amount. An 
impairment loss is reversed only to the 
extent that the asset’s carrying amount 
does not exceed the carrying amount 
that would have been determined, net 
of depreciation or amortisation, if no 
impairment had been recognised.

Biotron Limited Annual Report 2009     I     19

nOtes tO tHe FinAnciAl stAtements  FOR tHe YeAR ended 30 JUne 2009

Determination of fair values

Share-based payment transactions

Non-derivative financial liabilities

A number of the Company’s accounting 
policies and disclosures require the 
determination of fair value, for both 
financial and non-financial assets and 
liabilities. Fair values have been determined 
for measurement and/or disclosure 
purposes based on the following methods. 
Where applicable, further information about 
the assumptions made in determining fair 
values is disclosed in the notes specific to 
that asset or liability.

Trade and other receivables

The fair value of trade and other receivables 
is estimated as the present value of future 
cash flows, discounted at the market rate of 
interest at the reporting date.

The fair value of employee share options is 
measured using the Black-Scholes formula. 
Measurement inputs include share price on 
measurement date, exercise price of the 
instrument, expected volatility (based on 
weighted average historic volatility adjusted 
for changes expected due to publicly 
available information), weighted average 
expected life of the instruments (based on 
historical experience and general option 
holder behaviour), expected dividends, 
and the risk-free interest rate (based on 
government bonds). Service and non-market 
performance conditions attached to the 
transactions are not taken into account in 
determining fair value.

2.  OTHER INCOME

Research and development grants

gain on sale of fixed assets

Total

3.  LOSS FROM OPERATING ACTIVITIES

Loss from ordinary activities has been arrived at after charging the following items:

Auditors’ remuneration paid to KPMg

-  Audit and review of financial reports

-  Other audit services

Depreciation

-  Office equipment

-  Plant and equipment

Direct research and development expenditure 

expensed as incurred

Provision for employee entitlements

20     I     Biotron Limited Annual Report 2009

Fair value, which is determined for 
disclosure purposes, is calculated based 
on the present value of future principal 
and interest cash flows, discounted at the 
market rate of interest at the reporting date.

2009

$

-

5,000

5,000

26,240

1,750

24,831

22,900

980,294

(20,383)

2008

$

431,409

-

431,409

18,043

5,000

8,763

31,681

1,303,421

60,913

4.  LOSS PER SHARE

The  calculation  of  basic  loss  per  share  at  30  June  2009  was  based  on  the  loss  attributable  to  ordinary  shareholders  of  $1,776,099  
(2008  -  $1,882,093)  and  a  weighted  average  number  of  ordinary  shares  outstanding  during  the  financial  year  ended  30  June  2009  of 
106,600,586 (2008 - 94,070,553), calculated as follows:

Net loss for the year

1,776,099

1,882,093

Issued ordinary shares at 1 July

Effect of shares issued on 21 December 2007

Effect of shares issued on 31 March 2008

Effect of shares issued on 22 May 2008

Effect of shares issued on 14 April 2009

Weighted average number of ordinary shares

2009

Number

104,443,565

-

-

-

2,157,021

106,600,586

2008

Number

89,743,565

1,913,548

2,129,222

284,218

-

94,070,553

Options disclosed in the Issued Capital note 11 are potential ordinary shares, but are not included in the calculation of diluted loss per share 
as they are not dilutive.

5. 

INCOME TAX EXPENSE

Numerical reconciliation between tax expense and pre-tax net profit

Loss before tax - continuing operations

Income tax using the domestic corporation tax rate of 30%

Increase in income tax expense due to:

-  Adjustments not resulting in temporary differences

-  Unrecognised temporary differences

- 

Effect of tax losses not recognised

Income tax expense current and deferred

Deferred tax assets have not been recognised in respect  
of the following items:

Deductible temporary differences (net)

Tax losses

Net

2009

$

2008

$

(1,776,099)

(532,830)

(1,882,093)

(564,628)

2,371

(24,045)

554,504

-

85,004

6,618,540

6,703,544

3,090

(41,243)

602,781

-

99,068

6,064,035

6,163,103

The deductible temporary differences and tax losses do not expire under the current tax legislation. Deferred tax assets have not been 
recognised in respect of these items because it is not probable that future taxable profit will be available against which the Company can 
utilise the benefits of the deferred tax asset.

Biotron Limited Annual Report 2009     I     21

nOtes tO tHe FinAnciAl stAtements  FOR tHe YeAR ended 30 JUne 2009

6.  RECEIVABLES

Current

Other debtors

gST receivable

7.  OTHER

Current prepayments

Security deposits

8.  PLANT AND EQUIPMENT

Office equipment - at cost 

Accumulated depreciation

Plant and equipment - at cost

Accumulated depreciation

Total plant and equipment - net book value

Reconciliations

Reconciliations of the carrying amounts for each class of plant and equipment are set out below:

Office equipment

Balance at 1 July

Additions

Depreciation

Carrying amount at the end of the financial year

Plant and equipment

Balance at 1 July

Depreciation

Carrying amount at the end of the financial year

Total carrying amount at the end of the financial year

22     I     Biotron Limited Annual Report 2009

2009

$

2,011

25,509

27,520

3,255

15,130

18,385

157,439

(118,615)

38,824

594,490

(565,962)

28,528

67,352

63,655

-

(24,831)

38,824

51,428

(22,900)

28,528

67,352

2008

$

15,395

44,088

59,483

3,941

25,219

29,160

157,439

(93,784)

63,655

892,480

(841,052)

51,428

115,083

10,156

62,262

(8,763)

63,655

83,109

(31,681)

51,428

115,083

9.  TRADE AND OTHER PAYABLES

Current

Creditors

Accruals

10. EMPLOYEE ENTITLEMENTS

Current

Employee annual leave provision

Long service leave provision

2009

$

34,897

101,500

136,397

46,722

39,213

85,935

2009

Number

2008

$

227,030

90,597

317,627

72,202

34,116

106,318

2008

Number

Number of employees at the end of the financial year

4

4

11. ISSUED CAPITAL

Issued and paid up capital

114,537,315 (2008 - 104,443,565) fully paid ordinary shares

19,920,593

19,146,365

Fully paid ordinary shares

Balance at the beginning of the financial year

Issue of shares

Costs of issue

Balance at the end of financial year

19,146,365

807,500

(33,272)

19,920,593

16,865,134

2,499,000

(217,769)

19,146,365

Biotron Limited Annual Report 2009     I     23

 
nOtes tO tHe FinAnciAl stAtements  FOR tHe YeAR ended 30 JUne 2009

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at 
shareholders’ meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any 
proceeds of liquidation.

During the year ended 30 June 2009, the Company issued 10,093,750 (2008 – 14,700,000) ordinary shares through a Share Purchase Plan 
and placement for cash totalling $807,500 (2008 – $2,499,000). Total issue costs of $33,272 (2008 – $217,769) were recognised as a 
reduction of the proceeds of issue of these shares.

During the year ended 30 June 2009, no options were issued (2008 – 1,000,000). No ordinary shares have been issued as a result of the 
exercise of any option during the years ended 30 June 2009 and 30 June 2008.

The following options were on issue at 30 June 2009, each exercisable to acquire one fully paid ordinary share:

 »

 »

 »

 »

1,000,000 options, each exercisable at 35 cents to acquire one fully paid ordinary share at any time up to 30 September 2010.  
These options were issued as part of underwriting fee on the Share Purchase Plan to Martin Place Securities during the year ended  
30 June 2008.

4,450,000 options, each exercisable at 35 cents to acquire one fully paid ordinary share at any time up to 30 September 2010 (of which 
certain options contained service conditions).

750,000 options, each exercisable at 40 cents to acquire one fully paid ordinary share at any time up to 30 September 2010 (of which 
certain options contained service conditions).

500,000 options, each exercisable at 45 cents to acquire one fully paid ordinary share at any time up to 30 September 2010 (of which 
certain options contained service conditions).

The fair value of the options at each grant date was determined based on the Black-Scholes formula. The model inputs for those options 
issued during the year ended 30 June 2008, were the Company’s share price of $0.22 at the grant date, a volatility factor of 89.4% based on 
historic share price performance and a risk free interest rate of 7.25% based on the 10 year government bond rate.

Total expense arising from share based payment transactions recognised during the year ended 30 June 2009 was nil (2008 – $88,223).

During the year ended 30 June 2009, no options lapsed (2008 – 400,000 options with a value of $25,112 lapsed unexercised).

The weighted average exercise price of options at year end was $0.363 (2008 – $0.363).

24     I     Biotron Limited Annual Report 2009

12. RESERVES

equity compensation

Balance at the beginning of the financial year

Issue of options

Transfer to accumulated losses on lapse of options

Balance at the end of the financial year

This reserve represents the fair value, at the date of issue, of options issued as compensation.

13. ACCUMULATED LOSSES

Accumulated losses at the beginning of the financial year

Transfer from reserve

Net loss attributable to members of the Company

Accumulated losses at the end of the financial year

14. STATEMENT OF CASH FLOWS

Reconciliation of cash flows from operating activities

Loss for the period

Adjustments for:

Depreciation of plant and equipment

Provisions

Equity compensation

gain on sale of plant and equipment

changes in assets and liabilities

Decrease in receivables

Decrease in inventories

Decrease in prepayments

(Increase)/decrease in payables

Decrease/(increase) in other assets

net cash used in operating activities

Reconciliation of cash

2009

$

359,608

-

-

359,608

2008

$

296,497

88,223

(25,112)

359,608

17,662,596

-

1,776,099

19,438,695

15,805,615

(25,112)

1,882,093

17,662,596

(1,776,099)

(1,882,093)

47,731

(20,383)

-

(5,000)

31,963

-

686

(181,230)

10,089

(1,892,243)

40,444

60,913

-

-

(18,434)

-

2,059

200,010

(25,218)

(1,622,319)

For the purposes of the Statement of Cash Flows, cash includes cash on hand and at bank and cash on deposit net of bank overdrafts and 
excluding security deposits. Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related 
items in the Balance Sheet as follows:

Cash and cash equivalents in the statement of cash flows

950,581

2,063,596

Biotron Limited Annual Report 2009     I     25

nOtes tO tHe FinAnciAl stAtements  FOR tHe YeAR ended 30 JUne 2009

15. KEY MANAGEMENT PERSONNEL DISCLOSURES

The policy of remuneration of directors and senior executives is to ensure the remuneration package properly reflects the person’s duties 
and responsibilities, and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. The board is 
responsible for reviewing its own performance. The non-executive directors are responsible for evaluating the performance of the executive 
directors who, in turn, evaluate the performance of all other senior executives. The evaluation process is intended to assess the Company’s 
business performance, whether long term strategic objectives are being achieved and the achievement of individual performance objectives.

Remuneration generally comprises salary and superannuation. Longer term incentives are able to be provided through the Company’s 
Incentive Option Plan which acts to align the directors and senior executives’ actions with the interests of the shareholders. The remuneration 
disclosed below represents the cost to the Company for the services provided under these arrangements.

No directors or senior executives receive performance related remuneration. No bonuses were paid during the year.

Details of director and senior executive remuneration and the nature and amount of each major element of the remuneration of each 
director and senior executive of the Company are:

Primary Salary 
and Fees
$

Post-Employment 
Superannuation 
Benefits
$

Equity 
Compensation 
Value of Options
$

directors
Non-executive
Michael J. Hoy 
(Chairman)
Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

Executive
Michelle Miller 
(Managing Director)

Total, all specified 
directors

executives
Peter J. Nightingale 
(Company Secretary) 

Total, all specified 
directors and executives 

Year

2009
2008
2009
2008
2009
2008
2009
2008

2009
2008

2009
2008

2009
2008

2009
2008

26     I     Biotron Limited Annual Report 2009

55,046
60,000
27,523
30,000
27,523
30,000
5,000
5,000

200,000
200,000

315,092
325,000

75,000
75,000

390,092
400,000

4,954
5,400
2,477
2,700
2,477
2,700
25,000
27,700

18,000
18,000

52,908
56,500

-
-

52,908
56,500

Total 
$

60,000
65,400
30,000
32,700
30,000
32,700
30,000
32,700

218,000
220,403

368,000
383,903

-
-
-
-
-
-
-
-

-
2,403

-
2,403

-
-

75,000
75,000

-
2,403

443,000
485,903

Options 
as a % of 
Remuneration

-
-
-
-
-
-
-
-

-
1%

-
1%

-
-

-
1%

 
 
 
 
Equity holdings and transactions

The movement during the reporting period in the number of ordinary shares in the Company held directly, indirectly or beneficially, by each 
specified director and executive, including their personally-related entities, is as follows:

Fully paid ordinary shareholdings and transactions - 2009

Held at  
1 July 2008

Purchased

Received on  
exercise of options

Sales

Held at  
30 June 2009

Directors

Michael J. Hoy

Michelle Miller

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

Executives

1,345,714

62,500

-

-

-

-

-

-

8,924,414

89,586

Peter J. Nightingale

1,639,897

62,500

Fully paid ordinary shareholdings and transactions - 2008

-

-

-

-

-

-

-

-

-

-

-

-

1,408,214

-

-

-

9,014,000

1,702,397

Held at  
1 July 2007

Purchased

Received on 
exercise of options

Sales

Held at  
30 June 2008

Directors

Michael J. Hoy

Michelle Miller

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

Executives

1,316,314

29,400

-

-

-

-

-

-

8,895,014

29,400

Peter J. Nightingale

1,610,497

29,400

-

-

-

-

-

-

-

-

-

-

-

-

1,345,714

-

-

-

8,924,414

1,639,897

During the year ended 30 June 2009, Michael J. Hoy had an interest in an entity, CityPrint Holdings Pty Limited, which provided printing 
services to the Company. Payments to CityPrint Holdings Pty Limited, which were in the ordinary course of business and on normal terms 
and conditions, amounted to $17,062 (2008 - $24,259). Outstanding amounts at 30 June 2009 total nil (2008 - nil).

During the year ended 30 June 2009, Peter J. Nightingale had an interest in an entity, MIS Corporate Pty Limited, which provided full 
administrative services, including rental accommodation, administrative staff, services and supplies, to the entity. Fees paid to MIS Corporate 
Pty Limited during the year, which were in the ordinary course of business and on normal terms and conditions, amounted to $122,025 
(2008 - $122,588). Outstanding amounts at 30 June 2009 total nil (2008 - nil).

Apart from the details disclosed in this note, no director has entered into a material contract with the Company since the end of the previous 
financial year and there were no material contracts involving directors’ interests existing at year end.

Biotron Limited Annual Report 2009     I     27

nOtes tO tHe FinAnciAl stAtements  FOR tHe YeAR ended 30 JUne 2009

Option holdings

The movement during the reporting period in the number of options over ordinary shares in the Company held directly, indirectly or 
beneficially, by each specified director and executive, including their personally-related entities, is as follows:

Option holdings - 2009

Held at  
1 July 2008

Granted as 
remuneration

Expired

Held at 
30 June 2009

Vested and  
exercisable 
at 30 June 2009

Directors

Michael J. Hoy

Michelle Miller

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

Executives

500,000

1,500,000

200,000

200,000

-

Peter J. Nightingale

200,000

Option holdings - 2008

-

-

-

-

-

-

-

-

-

-

-

-

500,000

1,500,000

200,000

200,000

-

500,000

1,500,000

200,000

200,000

-

200,000

200,000

Held at  
1 July 2007

Granted as 
remuneration

Expired

Held at 
30 June 2008

Vested and  
exercisable 
at 30 June 2008

Directors

Michael J. Hoy

Michelle Miller

Michael S. Hirshorn

Bruce Hundertmark

Peter g. Scott

Executives

500,000

1,500,000

200,000

200,000

-

Peter J. Nightingale

200,000

-

-

-

-

-

-

-

-

-

-

-

-

500,000

1,500,000

200,000

200,000

-

500,000

1,500,000

200,000

200,000

-

200,000

200,000

28 

    I 

    Biotron Limited Annual Report 2009

16. EMPLOYEE AND DIRECTOR INCENTIVE OPTION PLAN

At 30 June 2009, the Company had 4 employees (2008 - 4). All other personnel are contracted by the Company on a consultancy basis.

The Company has an Incentive Option Plan to provide eligible persons, being employees or directors, or individuals whom the Plan 
Committee determine to be employees for the purposes of the Plan, with the opportunity to acquire options over unissued ordinary shares 
in the Company. The number of options granted or offered under the Plan will not exceed 10% of the Company’s issued share capital and the 
exercise price of options will be the greater of the market value of the Company’s shares as at the date of grant of the option or such amount 
as the Plan Committee determines. Options have no voting or dividend rights.

In the event that the employment or office of the optionholder is terminated, any options which have not reached their exercise period 
will lapse and any options which have reached their exercise period may be exercised within three months of the date of termination of 
employment. Any options not exercised within this three month period will lapse.

During the year ended 30 June 2009, no options were granted to employees (2008 - nil). No ordinary shares have been issued as a result of 
the exercise of any option granted pursuant to the Incentive Option Plan during the years ended 30 June 2009 and 30 June 2008.

17. FINANCIAL INSTRUMENTS DISCLOSURE

The Board has overall responsibility for the establishment and oversight of the risk management framework. Informal risk management 
policies are established to identify and analyse the risks faced by the Company.

The main risks arising from the Company’s financial instruments are credit risk, liquidity risk and interest rate risk. The summaries below 
present information about the Company’s exposure to each of these risks, their objectives, policies and processes for measuring and 
managing risk, the management of capital and financial instruments.

Credit risk

Credit risk arises mainly from the risk of counterparties defaulting on the terms of their agreements. The carrying amounts of the following 
assets represent the Company’s maximum exposure to credit risk in relation to financial assets:

Cash and cash equivalents

Trade and other receivables

Security deposits

Note

Carrying amount 
2009

Carrying amount 
2008

$

$

6

7

950,581

27,520

15,130

993,231

2,063,596

59,483

25,219

2,148,298

The Company mitigates credit risk on cash and cash equivalents by dealing with regulated banks in Australia. Credit risk of trade and other 
receivables is very low as it consists predominantly of amounts recoverable from taxation authorities in Australia.

Impairment losses

No impairment has been taken up against the Company’s financial assets.

None of the Company’s trade and other receivables are past due and no amount receivable has been renegotiated.

Biotron Limited Annual Report 2009     I 

    29

nOtes tO tHe FinAnciAl stAtements  FOR tHe YeAR ended 30 JUne 2009

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to 
managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both 
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. 

The following are the contractual maturities of financial liabilities, including estimated interest payments:

Company

Carrying amount

Contractual  
cash flows

Less than  
one year

Between one  
and five years

Interest

$

$

$

30 June 2009

Trade and other payables

136,397

(136,397)

(136,397)

30 June 2008

Trade and other payables

317,627

(317,627)

(317,627)

$

-

-

$

-

-

Ultimate responsibility for liquidity management rests with the Board of Directors. The Company manages liquidity risk by maintaining 
adequate funding and monitoring of future rolling cash flow forecasts of its operations, which reflect management’s expectations of expected 
settlement of financial assets and liabilities.

Interest rate risk

The Company’s income statement is affected by changes in interest rates due to the impact of such changes on interest income from cash 
and cash equivalents and interest bearing security deposits.

At balance date, the Company had the following mix of financial assets exposed to variable interest rate risk that are not designated as cash 
flow hedges:

Financial Assets

Cash and cash equivalents

Security deposits

Net exposure

Sensitivity analysis

Note

7

2009

$

950,581

15,130

2008

$

2,063,596

25,219

965,711

2,088,815

An increase of 100 basis points in interest rates throughout the reporting period would have decreased the loss for the period by the amounts 
shown below, whilst a decrease would have increased the loss by the same amount. The Company’s equity consists of fully paid ordinary 
shares. There is no effect on fully paid ordinary shares by an increase or decrease in interest rates during the period.

30 June 2009

30 June 2008

30 

    I 

    Biotron Limited Annual Report 2009

Loss for the period

$

9,657

20,888

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future 
development of the business. 

The Board ensures costs are not incurred in excess of available funds and will seek to raise additional funding through issues of shares for the 
continuation of the Company’s operation. There were no changes in the Company’s approach to capital management during the year.

The Company is not subject to externally imposed capital requirements.

Net fair values of financial assets and liabilities

The carrying amounts of financial assets and liabilities approximate their net fair values, given the short time frames to maturity and or 
variable interest rates.

18. FINANCIAL REPORTING BY SEGMENTS

The Company operates in the biotechnology industry in Australia.

19. OPERATING LEASE

The Company leases an office in North Ryde Sydney. The lease is for a period of 3 years with an option to renew lease after that 3 years. 
Lease payments are increased every year at an increment of 5% per annum.

During the year ended 30 June 2009, $51,351 was recognised as an expense in the income statement in respect of the operating lease  
(2008 - $25,818).

Less than one year

Between one and five years

More then five years

2009

$

58,831

25,009

-

2008

$

56,029

83,840

-

Biotron Limited Annual Report 2009     I 

    31

DIRECTORS’ declaration

In the opinion of the directors of Biotron Limited:

1.   a)  the financial statements and notes set out on pages 13 to 31, and the remuneration disclosures that are contained in the 

Remuneration Report in the Directors’ Report, set out on pages 8 to 10, are in accordance with the Corporations Act 2001, including:

(i)  giving a true and fair view of the Company’s financial position as at 30 June 2009 and of its performance for the financial year 

ended on that date; and

(ii)  complying with Australian Accounting Standards (including Australian Accounting Interpretations) and the Corporations 

Regulations 2001; 

b)  the financial report also complies with International Financial Reporting Standards as disclosed in note 1; 

c)  there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

2.  The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer 
and chief financial officer for the financial year ended 30 June 2009.This report has been signed in accordance with a resolution of the 
directors and is dated 28 August 2009:

This report has been signed in accordance with a resolution of the directors and is dated 28 August 2009:

Michael J. Hoy 

Chairman  

Michelle Miller

Managing Director

32 

    I 

    Biotron Limited Annual Report 2009

 
 
 
  
 
 
 
 
 
 
 
 
 
 
INDEPENDENT Audit Report tO tHe memBeRs OF BiOtROn limited

Report on the financial report

We have audited the accompanying 
financial report of Biotron Limited (the 
Company), which comprises the balance 
sheet as at 30 June 2009, and the income 
statement, statement of recognised 
income and expense and statement of 
cash flows for the year ended on that date, 
a description of significant accounting 
policies and other explanatory notes 1 to 
19 and the directors’ declaration.

Directors’ responsibility for the  
financial report 

The directors of Biotron Limited are 
responsible for the preparation and fair 
presentation of the financial report in 
accordance with Australian Accounting 
Standards (including the Australian 
Accounting Interpretations) and the 
Corporations Act 2001. This responsibility 
includes establishing and maintaining 
internal control relevant to the preparation 
and fair presentation of the financial report 
that is free from material misstatement, 
whether due to fraud or error; selecting and 
applying appropriate accounting policies; 
and making accounting estimates that are 
reasonable in the circumstances.

In Note 1, the directors also state, in 
accordance with Australian Accounting 
Standard AASB 101 Presentation of 
Financial Statements, that the financial 
report comprising the financial statements 
and notes, complies with International 
Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion 
on the financial report based on our audit. 
We conducted our audit in accordance 
with Australian Auditing Standards. These 

Auditing Standards require that we comply 
with relevant ethical requirements relating 
to audit engagements and plan and perform 
the audit to obtain reasonable assurance 
whether the financial report is free from 
material misstatement. 

An audit involves performing procedures 
to obtain audit evidence about the 
amounts and disclosures in the financial 
report. The procedures selected depend 
on the auditor’s judgement, including 
the assessment of the risks of material 
misstatement of the financial report, 
whether due to fraud or error. In making 
those risk assessments, the auditor 
considers internal control relevant to the 
entity’s preparation and fair presentation 
of the financial report in order to design 
audit procedures that are appropriate in the 
circumstances, but not for the purpose of 
expressing an opinion on the effectiveness 
of the entity’s internal control. An audit 
also includes evaluating the appropriateness 
of accounting policies used and the 
reasonableness of accounting estimates 
made by the directors, as well as evaluating 
the overall presentation of the financial 
report. 

We performed the procedures to 
assess whether in all material respects 
the financial report presents fairly, in 
accordance with the Corporations Act 
2001 and Australian Accounting Standards 
(including the Australian Accounting 
Interpretations), a view which is consistent 
with our understanding of the Company’s 
financial position and of its performance.

We believe that the audit evidence we have 
obtained is sufficient and appropriate to 
provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied 
with the independence requirements of the 
Corporations Act 2001.  

Auditor’s opinion

In our opinion:

a)  the financial report of Biotron Limited 
is in accordance with the Corporations 
Act 2001, including: 

(i)  giving a true and fair view of the 
Company’s financial position 
as at 30 June 2008 and of its 
performance for the year ended on 
that date; and 

(ii)  complying with Australian 

Accounting Standards (including 
the Australian Accounting 
Interpretations) and the 
Corporations Regulations 2001.

(b)  the financial report also complies 

with International Financial Reporting 
Standards as disclosed in note 1. 

Material Uncertainty Regarding 
Continuation as a Going Concern

Without qualifying our opinion, we draw 
attention to Note 1, “going Concern” in the 
financial report. The conditions disclosed in 
Note 1 indicate the existence of a material 
uncertainty which may cast significant 
doubt about the Company’s ability to 
continue as a going concern and, therefore, 
whether it will realise its assets and 
extinguish its liabilities in the normal course 
of business and at the amounts stated in 
the financial report.

Report on the remuneration report

We have audited the Remuneration Report 
included in pages 8 to 10 of the directors’ 
report for the year ended 30 June 2008. The 
directors of the company are responsible 
for the preparation and presentation of 
the remuneration report in accordance 
with Section 300A of the Corporations Act 
2001. Our responsibility is to express an 
opinion on the remuneration report, based 
on our audit conducted in accordance with 
auditing standards.

Biotron Limited Annual Report 2009     I 

    33

independent AUdit RepORt  tO tHe memBeRs OF BiOtROn limited

Auditor’s opinion

In our opinion, the remuneration report of Biotron Limited for the year ended 30 June 2009 complies with Section 300A of the Corporations 
Act 2001.

KPMG 

Brisbane 28 August 2009:

W.E. Austin 
Partner

ADDITIONAL stock exchange information

Home Exchange

The Company is listed on the Australian 
Stock Exchange Limited. The home 
exchange is Sydney.

Use of Cash and Assets

Since the Company’s listing on the 
Australian Stock Exchange, the Company 
has used its cash and assets in a way 
consistent with its stated business 
objectives.

Class of Shares and Voting Rights

There is only one class of shares in the 
Company, fully paid ordinary shares.

The rights attaching to shares in the 
Company are set out in the Company’s 
Constitution. The following is a summary of 
the principal rights of the holders of shares 
in the Company.

Every holder of shares present in person or 
by proxy, attorney or representative at a 
meeting of shareholders has one vote

on a vote taken by a show of hands, and, 
on a poll every holder of shares who is 
present in person or by proxy, attorney or 
representative has one vote for every fully 
paid share registered in the shareholder’s 
name on the Company’s share register.

A poll may be demanded by the 
chairperson of the meeting, by at least 
5 shareholders entitled to vote on the 
resolution or shareholders with at least 
5% of the votes that may be cast on the 
resolution on a poll.

Distribution of Equity Securityholders

As at 31 July 2009, the distribution of each class of equity was as follows:

Range

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

Fully Paid  
Ordinary Shares

30 September 2010 
$0.35 Options

30 September 2010 
$0.40 Options

30 September 2010 
$0.45 Options

51

397

293

562

147

1,450

-

-

-

-

11

11

-

-

-

-

2

2

-

-

-

-

1

1

At 31 July 2008, 364 shareholders held less than a marketable parcel of 4,167 shares.

34 

    I 

    Biotron Limited Annual Report 2009

 
 
Twenty largest Quoted shareholders

At 31 July 2009 the twenty largest fully paid ordinary shareholders held 47.20% of fully paid ordinary as follows:

Name

Dr Angela Fay Dulhunty

Scott’s A V Pty Ltd

Rigi Investments Pty Ltd

Twynam Agricultural group Pty Ltd

Australian National University 

CBDF Pty Ltd

Pathold No 222 Pty Ltd

Linkenholt Pty Ltd 

Lenvat Pty Ltd

Chris and Bhama Parish

Philip and Marylyn Board

1

2

3

4

5

6

7

8

9

10

11

12 Wightholme Nominees Pty Ltd

13 Michael John Hoy

14

Christopher David Hammer

15 Ms Kurniaty Limardi

16

17

18

19

20

LSAF Holding Pty Ltd 

Carrington Services Pty Ltd

Peter James Nightingale

Prof Alan Jonathan Berrick

Ian and Marion Platt-Hepworth

There are no current on-market buy-backs.

Fully Paid  
Ordinary Shares

9,968,362

9,014,000

4,442,645

3,700,000

3,072,058

2,875,254

2,500,000

2,000,000

1,700,000

1,600,000

1,599,950

1,570,000

1,408,214

1,380,715

1,270,000

1,250,000

1,200,000

1,175,714

1,150,000

1,090,048

%

8.70

7.87

3.88

3.23

2.68

2.51

2.27

1.75

1.48

1.40

1.40

1.37

1.23

1.21

1.11

1.09

1.05

1.03

1.00

0.95

Biotron Limited Annual Report 2009     I 

    35

 
Corporate directory

Auditors:

KPMg 
Level 16, Riparian Plaza
71 Eagle Street
BRISBANE QLD 4000

Home Exchange:

ASX Limited
20 Bridge Street
SYDNEY  NSW  2000

Solicitors:

Minter Ellison
88 Phillip Street
SYDNEY NSW 2000

Directors:

Mr Michael J. Hoy (Chairman)
Dr Michelle Miller (Managing Director)
Dr Michael S. Hirshorn
Mr Bruce Hundertmark
Mr Peter g. Scott

Company Secretary:

Mr Peter J. Nightingale

Registered Office:

Level 2, 66 Hunter Street
SYDNEY  NSW  2000

Phone: 
Fax: 
E-mail: 
Homepage:  www.biotron.com.au

61-2 9300 3344
61-2 9221 6333
enquiries@biotron.com.au

Principal Administration Office: 

Suite 1.9, 56 Delhi Road
NORTH RYDE NSW 2113

Phone: 
Fax: 

61-2 9805 0488
61-2 9805 0688

Share Registrar:

Computershare Investor Services Pty Limited
PO Box 523
BRISBANE  QLD  4001

Phone:   61-7 3237 2100
61-7 3229 9860
Fax: 

Biotron Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares.

36 

    I 

    Biotron Limited Annual Report 2009

Contents

operating and Financial review 

statement of Corporate Governance 

directors’ report 

income statement  

statement of recognised income and expense  

Balance sheet  

statement of Cash Flows  

notes to the Financial statements 

directors’ declaration 

independent Audit report 

Additional stock exchange information 

Corporate directory 

1

4

6

13

14

15

16

17

32

33

34

36

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Level 2  •  66 Hunter Street  •  Sydney NSW 2000  •  Australia

Annual Report 2009

Biotron Limited   ABn 60 086 399 144

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