2013
ANNUAL REPORT
A.B.N 58 081 688 164
(Change of name to CORVUS CAPITAL LIMITED
subject to shareholder approval at 2013 Annual General Meeting)
CONTENTS
CORPORATE DIRECTORY
Corporate Update
1 BOARD
Overview of Results
4 Victor Ho
Farooq Khan (Chairman and Managing Director)
(Executive Director)
(Non-Executive Director)
Yaqoob Khan
Directors’ Report
5
Remuneration Report
16 Victor Ho
COMPANY SECRETARY
Auditor’s Independence Declaration
22
Consolidated Statement of
Profit or Loss and
Comprehensive Income
Consolidated Statement of
Financial Position
Consolidated Statement of
Changes in Equity
PRINCIPAL & REGISTERED OFFICE
23 Suite 1, 346 Barker Road
Subiaco, Western Australia 6008
Telephone:
Facsimile:
24
Email:
Website:
25
(08) 9214 9777
(08) 9214 9701
info@queste.com.au
www.queste.com.au
Consolidated Statement of Cash Flows
STOCK EXCHANGE
26 Australian Securities Exchange
Perth, Western Australia
Notes to the Consolidated Financial
27
Statements
ASX CODE
QUE
Directors’ Declaration
52
Independent Auditor’s Report
53 SHARE REGISTRY
Corporate Governance
55 Suite 2, 150 Stirling Highway
Advanced Share Registry Services
Additional ASX Information
www.queste.com.au
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Latest News
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EMAIL US AT:
info@queste.com.au
Nedlands, Western Australia 6009
65 Telephone:
Facsimile:
(08) 9389 8033
(08) 9389 7871
Level 6, 225 Clarence Street
Sydney, New South Wales 2000
Telephone:
(02) 8096 3502
Email:
Website:
admin@advancedshare.com.au
www.advancedshare.com.au
AUDITORS
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco, Western Australia 6008
Telephone:
Facsimile:
Website:
(08) 6382 4600
(08) 6382 4601
www.bdo.com.au
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE UPDATE
Queste provides the following Corporate Update on
developments since the end of the 30 June 2013
financial year (and also subsequent to the release of
the Company’s 2013 Full Year Report on 2
September 2013), including a number of matters
being put to shareholders for approval at the
upcoming 2013 Annual General Meeting.
Reduction in Corporate Overheads
As announced on 3 April 2013, to assist the
Company in reducing its corporate overheads:
Chairman and Managing Director, Mr Farooq
Khan, voluntarily agreed to reduce his salary
by 50%, saving the Company $62,500 per
annum; and
Company Secretary, Mr Victor Ho, agreed to
join the Board as an Executive Director at no
further cost to the Company beyond his
executive remuneration.
salaries/fees
Aggregate Board
the
Company Secretary’s salary) now total $122,500 per
annum, which is modest by ASX-listed company
standards.
(including
The Company has also implemented a series of
changes to reduce its ongoing corporate overhead
expenses, including:
securing alternate office accommodation at a
significant reduced rental upon the expiry of
its previous lease on 30 June 2013;
a consolidation of office administration
personnel; and
instituting a general pay freeze for office
personnel for the 2013 calendar year.
The Company continues to review a number of
overheads associated with its ongoing operations as
an ASX-listed company, including share registry and
audit costs, the use of external advisers and office
and administration expenses.
Proposed Change of Name
At the 2013 AGM, the Company will be seeking
shareholders’ approval for a change of name to
“CORVUS CAPITAL LIMITED”.
"Queste
The Company’s original name of
Communications Ltd" no
the
Company’s current activities. The Directors have
therefore decided to propose a change of name for
shareholders’ consideration.
reflects
longer
a constellation; which bears appropriate symbolism
for the Company and is reflective of its controlled
entity, Orion Equities Limited. The word “Capital”
was chosen to reflect the fact that the Company's
principal assets comprise investments in other
entities.
The Company's name is specified in its Constitution.
As a result, a constitutional amendment is also
required to reflect the change of name.
The proposed change of name and modification to
the Company’s Constitution is a special resolution,
which requires a “For” vote by 75% of shareholders
present in person or by proxy who vote on that
resolution at the 2013 AGM.
Capital Management – Proposed Equal
Access Off-Market Share Buy-Back
review of Queste's capital
In an ongoing
management initiatives, the Company announced a
proposed equal-access off-market share buy-back
(the Buy-Back) on 25 September 20131.
The proposed Buy-Back
is an “Equal-Access
Scheme” share buy-back under which a company
seeks to buy back shares, with shareholders having
an equal opportunity to participate in proportion to
their holdings.
Queste had, as part of a capital management
programme for the benefit of shareholders, initiated
an on-market share buy-back in 2012/20132. This
initiative met with little success and no shares were
bought-back, primarily due to the lack of liquidity in
trading of Queste shares, based upon
the
application of ASX Listing Rule 7.29 (which
prescribes that an on-market buy-back may occur
only if transactions in a company’s shares were
recorded on ASX on at least 5 days in the previous
3 months).
Queste reviewed the on-market share buy-back
initiative and the liquidity issue and identified the
Buy-Back as an alternative to the same, allowing
shareholders an opportunity
their
investment in the Company, given the relatively
illiquid market for Queste shares.
realise
to
Accordingly, Queste proposes to conduct the Buy-
Back, subject to receiving shareholders’ approval at
the 2013 AGM.
A range of potential new names were considered.
After considering various alternatives, the Board
decided upon “Corvus Capital Limited”. “Corvus” is
1
2
Refer ASX market announcement entitled Corporate
Update dated 25 September 2013
Refer Appendix 3C - Announcement of Buy-Back Notice
dated 17 April 2012 and Appendix 3F Final Share Buy-
Back Notice dated 1 May 2013
ANNUAL REPORT | 1
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE UPDATE
Shareholders are referred to the Company’s 2013
AGM Information Memorandum for further details of
the terms of the proposed Buy-Back and the
advantages and disadvantages of voting for the
scheme and of participating in it if it is approved.
The proposed Buy-Back will operate in the following
manner:
(a)
(b)
Subject
Buy-Back
consideration of $330,000 (Buy-Back Cap):
a maximum
to
(i)
(ii)
Queste will offer to buy back 100% of
the fully paid, ordinary shares in the
Company of each shareholder at a
price of 10 cents per share (FPO
Price); and
Queste will offer to buy back 100% of
the partly paid ordinary shares in the
Company of the holder thereof at a
price of 0.5 cent per share (PPO
Price); and
If the value of Buy-Back acceptances were to
exceed the Buy-Back Cap ($330,000) Queste
will scale back the number of shares to be
bought back on a pro-rata basis (determined
by reference to the value of the Buy-Back
consideration
in respect of acceptances
received for fully paid and partly paid
ordinary shares) (the Scale-Back).
It is proposed that the Buy-Back will be funded from
existing net cash reserves (approximately $0.823
million as at 30 September 2013).
for approval and
The Board believes that it is in the best interests of
shareholders for the proposed Buy-Back to be put
to shareholders
is
appropriate to allow shareholders an opportunity to
realise their investment in the Company in an
otherwise relatively illiquid market for Queste shares
at a price (in respect of the fully paid ordinary
shares) at a premium to the current and recent
Queste share price on ASX.
that
it
The Buy-Back price for the fully paid shares of
$0.10 per share (FPO Price) represents a premium
(as at 18 October 2013) of:
5.3% on the last sale price of 9.5 cent on 1
October 2013;
10% on the VWAP between 1 October 2012
and 18 October 2013 of 9.0923 cents;
9.3% on the last 3 month VWAP of 9.1462
cents;
9.4% on the last 6 month VWAP of 9.1395
cents; and
9.9% on the 12 month VWAP of 9.1021
cents.
The Buy-Back will be open to all shareholders on an
equal basis. Participation by shareholders is entirely
voluntary.
for
shareholders to dispose of their interests, as there
are no brokerage costs associated with an off-
market buy-back.
is a cost-effective way
It
The Buy-Back price is below the Company’s net
tangible asset (NTA) backing per share. As a
consequence, the Company's NTA backing per share
will increase whilst the absolute NTA will reduce on
completion of the Buy-Back by the amount of the
Buy-Back Cap.
those shareholders
This increase in the NTA backing per share post
completion of the Buy-Back will benefit remaining
shareholders or
that only
determine to tender into the Buy-Back for a portion
of their Queste shares. An illustration of the effects
on the Company's NTA per share under various
Buy-Back acceptance scenarios are contained in the
2013 AGM Information Memorandum.
The Directors have commissioned BDO Corporate
Finance (WA) Pty Ltd (BDO or the Independent
Expert) to prepare an IER on the Buy-Back, which
is
Information
included
Memorandum.
the 2013 AGM
in
The conclusions in the IER are that:
The Buy-Back is fair and reasonable to the
shareholders of Queste who do not participate
in the Buy-Back;
The Buy-Back is not fair but reasonable to the
shareholders of Queste who participate in the
Buy-Back;
The value of the Company’s fully paid ordinary
shares is within the range of $0.1801 to
$0.1947 per share with, a preferred valuation
of $0.1874 per share;
The value of the Company’s partly paid
ordinary shares is within the range of $0.0381
to $0.0392 per share, with a preferred
valuation of $0.0387 per share;
The Buy-Back is fair for fully paid ordinary
shareholders who do not participate and
conversely is not fair for fully paid ordinary
shareholders who participate, under the Buy-
Back;
The Buy-Back is fair for the partly paid
shareholder if it does not participate and
conversely is not fair for the partly paid
shareholder if it does participate, under the
Buy-Back; and
The position of shareholders if the Buy-Back is
approved is more advantageous than the
position if the Buy-Back is not approved and
accordingly, the Buy-Back is reasonable to
ANNUAL REPORT | 2
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE UPDATE
shareholders (in the absence of a superior
buy-back proposal).
vote by 75% of the Company’s shareholders present
in person or by proxy who vote on the resolution.
In assessing whether or not the Buy-Back is
“reasonable” for shareholders, BDO has considered
the impact of the Buy-Back on participating and
non-participating shareholders separately. The
respective advantages and disadvantages
for
participating and non-participating shareholders
considered by BDO are summarised in the IER.
Subject to receipt of shareholder approval at the
2013 AGM scheduled for 28 November 2013, a
separate Buy-Back Offer and Buy-Back Acceptance
Form (the Offer Document) will be sent to all
shareholders, which will contain further details on
how to accept the Buy-Back Offer. Please refer to
2013 AGM
for an
indicative Timetable.
Information Memorandum
Queste may also consider undertaking similar off-
market buy-backs on an annual basis, depending on
the evaluation of the success of this proposed Buy-
Back, Queste’s financial position and the liquidity of
trading in Queste shares on ASX shares at the
relevant time.
Proposal to include a "Performance-based
Wind-up Vote Trigger" in the Company’s
Constitution
trigger" clause
At the 2013 AGM, shareholders will be asked to vote
on a proposal to introduce a new "performance-
the
based wind-up vote
Company’s constitution. The proposed new clause
is intended to provide a mechanism to give
shareholders the opportunity to realise the value in
the Company in the event that performance is more
than 15% below a benchmark index for two
consecutive financial years.
into
In summary if, in each of two consecutive financial
in the Queste
years, the percentage change
consolidated group’s adjusted net assets for a
financial year is more than 15% lower (in absolute
terms) than the percentage change in the ASX All
Ordinaries Accumulation Index (Index) over that
financial year, the Directors would be required put a
special resolution to the next AGM for shareholders
to vote on whether the Company should be wound
up. That is, if the Queste group’s performance is
more than 15% below the performance of the Index
for two consecutive financial years, shareholders
will be able to vote on whether to wind up the
Company.
Under the Constitution, if the Company were wound
up its assets would be sold and its liabilities
discharged, with surplus funds being distributed to
shareholders in proportion to their holdings. To
pass, any wind-up resolution would require a “For”
In summary, “Adjusted Net Assets” means the
Queste consolidated group’s assets net of liabilities
(reflecting the parent entity interest excluding
minority or non-controlling interests), adjusted by
adding back any dividends or capital paid, returned
or distributed to shareholders during the financial
year (including the cost of share buy-backs,
whether on-market or off-market) and deducting
the proceeds of any capital raisings (where
applicable). If money is paid to shareholders as a
dividend, a return on capital or under a share buy-
back then, as investors have had the benefit of that
money, it would be disregarded in determining
whether net assets have declined. Conversely,
additions to net assets through capital raisings do
not represent performance and would not be taken
into account when determining whether net assets
have risen. Other unusual items such as gains or
losses on the consolidation of the Company's
accounts with those of another entity are also
disregarded (if Directors consider it appropriate to
do so).
A number of companies that hold significant
investments in other entities have clauses of this
kind in their constitutions, although the specific
content of the performance triggers varies.
The percentage change in the Queste group’s
adjusted net assets during 2012/2013 was more
than 15% below (in absolute terms) the percentage
change in the performance of the Index over the
same period.
Given the foregoing, the Board has determined that
the 2013/2014 financial year will be the second
financial year for the purposes of determining
whether the “wind up vote trigger” condition has
been met.
Therefore, if the percentage change in the Queste
group’s adjusted net assets during 2013/2014 is
more than 15% lower (in absolute terms) than the
percentage change in the performance of the Index
over the same period, the Directors will propose a
voluntary winding up (special) resolution at the
2014 AGM.
Approval of this new clause in the Company’s
Constitution does not necessarily mean that the
Company will ever be wound up. The new clause
merely gives shareholders the opportunity, if the
“performance-based trigger” test is failed in two
consecutive financial years, to decide whether
winding up the Company is in their best interests.
25 October 2013
ANNUAL REPORT | 3
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
OVERVIEW OF RESULTS
Queste Communication Ltd is listed on the Australian Securities Exchange (ASX) (under ASX Code: QUE). Queste
has a controlling (52.58% as at 30 June 2013) (30 June 2012: 51%) interest in Orion Equities Limited, an
investment company (LIC) listed on ASX (ASX Code: OEQ).
CONSOLIDATED
Total revenues
Total expenses
Loss before tax
Income tax expense
Loss from continuing operations
Net loss attributable to non-controlling interest
2013
$
439,066
2012
$
924,173
(3,892,502)
(6,291,035)
(3,453,436)
(5,366,862)
(57,300)
(24,864)
(3,510,736)
(5,391,726)
(1,496,136)
(2,443,217)
Loss after tax attributable to owners of the Company
(2,014,600)
(2,948,509)
Basic and diluted loss per share (cents)
Undiluted NTA backing per share (cents)
Diluted NTA backing per share (cents)
(6.73)
20
20
(9.85)
26
38
At the Queste Company level, the Net Loss for the financial year was $364,201 (2012: Net Loss of $443,726).
The Queste consolidated results incorporate the results of controlled entity, ASX-listed investment company,
Orion Equities Limited (Orion or OEQ).
At the Queste Consolidated level:
Revenues include:
(1)
(2)
(3)
$270,967 revenue from sale of olive oils (2012: $767,427);
$120,551 interest revenue (2012: $103,917); and
$44,438 rental revenue (2012: $52,531).
Expenses include:
(1)
(2)
(3)
(4)
(5)
$1,469,595 net loss on financial assets held at fair value through profit or loss (2012: $2,648,702 loss);
$933,496 personnel expenses (2012: $904,117);
$521,107 olive grove and oils operations (which does not include revaluation, depreciation and impairment
expenses) (2012: $1,274,715);
$361,685 olive grove and oils operations’ revaluation, depreciation and impairment expenses (2012:
$78,361); and
$102,158 share of ASX-listed Bentley Capital Limited’s (BEL) (Associate entity’s) net loss (2012: $625,086
share of BEL’s net loss, net of dividends received from BEL of $756,649).
The principal components of the $1,469,595 net loss on financial assets held at fair value through profit or loss
are:
(a)
(b)
$1,118,284 unrealised loss on a share investment in ASX-listed Strike Resources Limited (SRK), which
declined in value from $0.110 to $0.043 per share during the financial year;
$98,717 realised gain on the sale of Orion’s 6,332,744 shares in ASX-listed Alara Resources Limited (AUQ)
(from cost) at an average price of $0.25 per share (excluding brokerage); the Company notes that
historically, Orion has realised a total of $2.64 million gross proceeds from the sale of 9,332,744 AUQ
shares with a cash cost base of $0.67 million; and
(c)
$447,018 reversal of previous years’ unrealised gains on Orion’s investment in AUQ on disposal of the
same during the current year.
Please refer to the Directors’ Report and Financial Report for further information on a review of the Queste
consolidated operations and the financial position and performance of the Queste group for the year ended 30
June 2013.
ANNUAL REPORT | 4
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
The Directors present their report on Queste Communications Ltd (Company or Queste) and its controlled
entities (the Consolidated Entity) for the financial year ended 30 June 2013 (Balance Date).
Queste is a public company limited by shares that is incorporated and domiciled in Western Australia and has
been listed on the Australian Securities Exchange (ASX) since November 1998.
The Consolidated Entity’s results incorporate the results of controlled entity, ASX-listed investment company,
Orion Equities Limited (Orion or OEQ). The Company has a 52.58% shareholding interest in Orion (30 June
2012: 50.88%).
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was the management of its assets.
The principal activities of controlled entity, Orion, during the financial year were the management of its
investments, including investments in listed and unlisted securities, real estate held for development and resale,
an olive grove and the ultra-premium ‘Dandaragan Estate’ olive oil operation.
2013
$
439,066
(3,892,502)
(3,453,436)
(57,300)
(3,510,736)
(1,496,136)
(2,014,600)
(6.73)
2012
$
924,173
(6,291,035)
(5,366,862)
(24,864)
(5,391,726)
(2,443,217)
(2,948,509)
(9.85)
OPERATING RESULTS
CONSOLIDATED ENTITY
Total revenues
Total expenses
Loss before tax
Income tax expense
Loss for the year
Net loss attributable to non-controlling interest
Loss after tax attributable to owners of the Company
Basic and diluted loss per share (cents)
At the Consolidated Entity level:
Revenues include:
(1)
(2)
(3)
$270,967 revenue from sale of olive oils (2012: $767,427);
$120,551 interest revenue (2012: $103,917); and
$44,438 rental revenue (2012: $52,531).
Expenses include:
(1)
(2)
(3)
(4)
(5)
$1,469,595 net loss on financial assets held at fair value through profit or loss (2012: $2,648,702 loss);
$933,496 personnel expenses (2012: $904,117);
$521,107 olive grove and oils operations (which does not include revaluation, depreciation and impairment
expenses) (2012: $1,274,715);
$361,685 olive grove and oils operation’s revaluation, depreciation and impairment expenses (2012:
$78,361); and
$102,158 share of ASX-listed Bentley Capital Limited’s (BEL) (Associate entity’s) net loss (2012: $625,086
share of BEL’s net loss, net of dividends received from BEL of $756,649).
ANNUAL REPORT | 5
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
The principal components of the $1,469,595 net loss on financial assets held at fair value through profit or loss
are:
(a)
(b)
$1,118,284 unrealised loss on a share investment in ASX-listed Strike Resources Limited (SRK), which
declined in value from $0.110 to $0.043 per share during the financial year;
$98,717 realised gain on the sale of Orion’s 6,332,744 shares in ASX-listed Alara Resources Limited (AUQ)
(from cost) at an average price of $0.25 per share (excluding brokerage); the Company notes that
historically, Orion has realised a total of $2.64 million gross proceeds from the sale of 9,332,744 AUQ
shares with a cash cost base of $0.67 million; and
(c)
$447,018 reversal of previous years’ unrealised gains on Orion’s investment in AUQ on disposal of the
same during the current year.
LOSS PER SHARE
CONSOLIDATED ENTITY
Basic and diluted loss per share (cents)
Weighted average number of fully paid ordinary shares in the
Company outstanding during the year used in the calculation of
basic and diluted earnings per share
2013
(6.73)
2012
(9.85)
29,927,379
29,927,379
The Company’s 20,000,000 partly paid ordinary shares, to the extent that they have been paid (1.5225 cent per
share); have been included in the determination of the basic earnings per share.
DIVIDENDS
The Directors have not declared a dividend in respect of the financial year ended 30 June 2013.
FINANCIAL POSITION
CONSOLIDATED ENTITY
Cash
Current investments - equities
Investments in Associate entity
Inventory
Receivables
Intangibles
Deferred tax assets
Other assets
Total Assets
Tax liabilities (current and deferred)
Other payables and liabilities
Net Assets
Issued capital
Reserves
Non-controlling interest
Accumulated losses
Total Equity
2013
$
2,747,596
723,873
4,307,391
1,630,622
262,685
650,433
95,009
1,226,155
2012
$
2,008,853
3,827,155
4,854,638
1,917,595
363,666
727,746
358,251
1,709,078
11,643,764
15,766,982
(95,009)
(324,970)
(358,251)
(459,372)
11,223,785
14,949,359
6,192,427
2,257,792
4,546,707
(1,773,141)
6,192,427
2,321,946
6,441,748
(6,762)
11,223,785
14,949,359
ANNUAL REPORT | 6
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
CAPITAL MANAGEMENT
Securities on Issue
At the Balance Date and the date of this report, the Company has the following securities on issue:
(a)
(b)
28,404,879 listed fully paid ordinary shares; and
20,000,000 unlisted partly paid ordinary shares; each paid to 1.5225 cents with 18.4775 cents per
partly paid ordinary share outstanding (or $3,695,000 in total).
There were no securities issued or granted by the Company during or since the financial year.
The terms of issue of the partly paid shares are disclosed in the Prospectus for the initial public offering of
shares in the Company dated 6 August 1998.
On-Market Share Buy-Back Back
The Company’s on-market share buy-back initiative announced on 17 April 2012 (Buy-Back)1 expired on
30 April 2012 after 12 months.
The Company was not able to buy back any shares during the financial year due to the lack of liquidity
(2012: no shares were bought-back).
The Company has reviewed the Buy-Back initiative and the liquidity issue and identified possible alternatives to the
same. The Company will make an announcement on any future capital management initiative best determined for
the Company. The Company has examined various alternatives, some of which may require shareholder approval,
which will also be outlined at the time of any announcement in relation to the same.
REVIEW OF OPERATIONS
1.
Orion Equities Limited (OEQ)
1.1. Current Status of Investment in Orion
Orion Equities Limited is an ASX-listed investment entity (ASX Code: OEQ).
The Company holds 9,367,653 shares in Orion, being 52.58% of its issued ordinary share capital (30 June
2012: 9,063,153 shares or 50.88%). Orion has been recognised as a controlled entity and included as part
of the Queste Consolidated Entity’s results since 1 July 2002.
On 5 April 2013, the Company acquired 304,500 Orion shares on-market at a total cost of $81,136.
Queste shareholders are advised to refer to the 30 June 2013 Directors’ Report and financial statements
and monthly NTA disclosures lodged by Orion for further information about the status and affairs of this
company.
Information concerning Orion may be viewed from its website: www.orionequities.com.au
Orion’s market announcements may also be viewed from the ASX website (www.asx.com.au) under ASX
code “OEQ”.
Sections 1.2 to 1.6 below contain information extracted from Orion’s public statements.
1
Refer Appendix 3C - Announcement of Buy-Back dated 17 April 2012
ANNUAL REPORT | 7
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
1.2. Orion’s Operating Results for Year Ended 30 June 2013
ORION EQUITIES LIMITED
Consolidated Entity
Total revenues
Total expenses
Loss before tax
Income tax expense
Loss attributable to members of Orion
Basic and diluted loss per share (cents)
Orion’s revenues include:
2013
$
2012
$
385,032
849,382
(3,440,167)
(5,802,549)
(3,055,135)
(4,953,167)
(57,300)
(24,864)
(3,112,435)
(4,978,031)
(17.47)
(27.94)
(1)
(2)
$270,967 revenue from olive grove operations (June 2012: $767,427); and
$44,438 rental revenue (June 2012: $52,531).
Orion’s expenses include:
(1)
(2)
(3)
(4)
(5)
$1,477,167 net loss on financial assets held at fair value through profit or loss (June 2012: $2,648,619
loss);
$630,290 personnel costs (including Directors’ fees) (June 2012: $610,270);
$521,107 olive grove and oils operations (which does not include revaluation, depreciation and impairment
expenses) (June 2012: $1,274,715);
$361,685 olive grove revaluation, depreciation and impairment expenses (June 2012: $78,361); and
$94,167 share of ASX-listed Bentley Capital Limited’s (BEL) (Associate entity) net loss (June 2012:
$576,195 share of Bentley’s loss, net of dividends received from Bentley of $697,469);
The principal components of Orion’s $1,477,167 net loss on financial assets held at fair value through profit or
loss are:
(a)
(b)
$1,118,284 unrealised loss on Orion’s share investment in ASX-listed Strike Resources Limited (SRK)
which decreased in value from $0.110 to $0.043 per share during the year;
$98,717 realised gain on the sale of Orion’s 6,332,744 shares in ASX-listed Alara Resources Limited (AUQ)
(from cost) at an average price of $0.25 per share (excluding brokerage); Orion notes that historically, it
has realised a total of $2.64 million gross proceeds from the sale of 9,332,744 AUQ shares with a cash
cost base of $0.67 million; and
(c)
$447,018 reversal of previous periods’ unrealised gain on Orion’s investment in AUQ on disposal of the
same during the current period.
1.3. Orion’s Dividends
Orion has not declared a dividend in respect of the financial year ended 30 June 2013.
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DIRECTORS’ REPORT
1.4. Orion’s Financial Position as at 30 June 2013
ORION EQUITIES LIMITED
Consolidated Entity
Net tangible assets (before tax)
Pre-Tax NTA Backing per share
Less deferred tax assets and tax liabilities
Net tangible assets (after tax)
Pre-Tax NTA Backing per share
Based on total issued share capital
ORION EQUITIES LIMITED
Consolidated Entity
Cash
Financial assets at fair value through profit and loss
Investments in listed Associate entity
Inventory
Receivables
Intangibles
Other assets
Deferred tax asset
Total Assets
Other payables and liabilities
Deferred tax liability
Net Assets
Issued capital
Reserves
Accumulated Losses
Total Equity
1.5. Orion’s Portfolio Details as at 30 June 2013
Asset Weighting
Australian equities
Agribusiness 2
Property held for development and resale
Net tax liabilities (current-year and deferred tax assets/liabilities)
Net cash/other assets and provisions
TOTAL
2013
$
2012
$
9,213,682
12,382,503
0.517
-
0.695
-
9,213,682
12,382,503
0.517
0.695
17,814,389
17,814,389
2013
$
1,695,628
720,085
4,079,810
1,630,622
73,414
650,433
1,211,055
94,688
10,155,735
(196,932)
(94,688)
9,864,115
19,374,007
227,806
(9,737,698)
9,864,115
2012
$
365,031
3,821,383
4,584,254
1,917,595
292,915
727,746
1,686,035
352,085
13,747,044
(284,710)
(352,085)
13,110,249
19,374,007
361,505
(6,625,263)
13,110,249
% of Net Assets
2013
2012
49%
19%
15%
-
17%
64%
20%
13%
-
3%
100%
100%
2
Agribusiness net assets include olive grove land, olive trees, water licence, buildings, plant and equipment and inventory (bulk and
packaged oils)
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DIRECTORS’ REPORT
Major Holdings in Securities Portfolio
Equities
(1)
(2)
Bentley Capital Limited
Strike Resources Limited
Fair Value
$’million
% of
ASX
Net Assets
CodeIndustry Sector Exposures
2.97
0.72
30.15%
7.28%
BEL
SRK
Diversified Financials
Materials
TOTAL
3.69
37.43%
1.6. Orion’s Assets
(a) Bentley Capital Limited (ASX Code: BEL)
Bentley Capital Limited (Bentley) is a listed investment company with a current exposure to Australian
equities. Orion Executive Chairman, Farooq Khan (also Queste’s Executive Chairman and Managing
Director) is the Chairman of the Board of Bentley. Former Orion Director, William Johnson, is also a
Director of Bentley.
Orion holds 27.97% (20,513,783 shares) of Bentley’s issued ordinary share capital with Queste holding
2.37% (1,740,625 shares) of Bentley’s issued ordinary share capital (30 June 2012: Orion held 20,513,783
shares (27.97%) and Queste held 1,740,625 shares (2.37%)).
Bentley’s asset weighting as at 30 June 2013 was 71.50% Australian equities (30 June 2012: 75.59%),
1.72% intangible assets and resource projects (30 June 2012: 0.30%) and 26.78% net cash/other assets
(30 June 2012: 24.12%).
Bentley had net assets of $18.27 million as at 30 June 2013 (30 June 2012: $20.07 million) and incurred
an after-tax net loss of $0.34 million for the financial year (30 June 2012: $2.03 million net loss).
Bentley has also returned $1.467 million (via two capital returns of one cent per share each) during the
financial year (2012: $2.468 million via fully franked dividends totalling 3.4 cents per share and $4.406
million via capital returns totalling 6 cents per share).
Orion received a total of $0.410 million from these capital distributions during the financial year (June
2012: $0.492 million fully franked dividend and $1.231 million capital returns).
Queste received a total of $0.035 million from these capital distributions during the financial year (June
2012: $0.042 million fully franked dividend and $0.104 million capital returns).
On 30 August 2013, Bentley announced its intention to seek shareholder approval (at the upcoming 2013
AGM) to undertake a one cent per share return of capital. Subject to receipt of Bentley shareholder
approval, Orion’s and Queste’s entitlement under the return of capital is expected to be approximately
$205,138 and $17,406 respectively.
The Company notes that capital distributions from Bentley are not regarded as revenues/income; the
carrying value of the Company’s and Orion’s investment in Bentley is reduced by the value of the capital
returned by Bentley.
(b)
Strike Resources Limited (ASX Code: SRK)
Strike Resources Limited (Strike) is a resources company with iron ore exploration and development
projects in Peru.
Former Orion Director, William Johnson was appointed Managing Director of Strike on 25 March 2013.
Orion holds 16,690,802 shares, being 11.48% of Strike’s issued ordinary share capital (30 June 2012:
16,690,802 shares and 11.71%).
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DIRECTORS’ REPORT
The value of Orion’s holdings in Strike declined by $1.12 million during the course of the financial year,
from $1.84 million (at $0.110 per share as at 30 June 2012) to $0.72 million (at $0.043 per share on 30
June 2013).
The Strike share price has appreciated to $0.070 (based on closing bid price as at 29 August 2013),
generating an unrealised gain of $0.451 million subsequent to the 30 June 2013 Balance Date.
Historically, the shareholding in Strike has predominantly been earned through the sale of various mining
assets to Strike. These assets were acquired and funded by Orion to the point of sale to Strike at a cost
of approximately $1.25 million. They were subsequently on sold to Strike in tranches for a total
consideration of $19 million comprising 11,166,667 Strike shares and 3.5 million unlisted Strike options
(with exercise prices of $0.178 and $0.278 per option, which Orion converted into shares in February 2011
at a cost of $0.79 million). Orion has also acquired 2,024,135 additional Strike shares on-market and via
the conversion of listed options at $0.20 each.
(c)
Alara Resources Limited (ASX Code: AUQ)
Alara Resources Limited (Alara) is a minerals exploration and development company with precious and
base metals projects currently in Saudi Arabia and Oman. Orion Chairman, Farooq Khan, resigned as an
Alara Director on 31 August 2012. Former Orion Director, William Johnson is a director of Alara (who has
announced his intention to retire at the end of September 2013).
In September 2012, Orion sold its 6,332,744 shareholding in Alara at an average price of $0.25 per share
(excluding brokerage), realising gross proceeds of $1.58 million.
Historically, the shareholding in Alara was acquired through the sale of Orion’s 25% interest in various
uranium tenements to Alara in conjunction with Strike Resources Limited (who held the balance of 75%
interest in the same). These assets were acquired and funded by Orion to the point of sale to Strike
previously at a cost of approximately $0.05 million. Orion’s residual 25% interest was free-carried by
Strike thereafter. Orion’s interests in these mining tenements were subsequently on-sold to Alara for
vendor shares in the initial public offering (IPO) of Alara for a non-cash consideration of $1,562,500
comprising 6,250,000 Alara shares. Orion also acquired 3,082,744 additional Alara shares via the Alara
IPO, on-market purchases and via an in-specie distribution from Strike at a total cash cost of $0.67
million.
(d) Agribusiness Assets
Orion owns the ultra-premium “Dandaragan Estate” extra virgin olive oil business and a 143 hectare
commercial olive grove operation located in Gingin, Western Australian (approximately 100 kilometres
North of Perth) producing olive oil from approximately 64,500, 14 year old olive tree plantings.
A summary of olive grove operations during the 2013 financial year are as follows:
(i)
(ii)
(iii)
(iv)
Gross revenues were $270,967 (2012: $767,427);
Olive grove operation expenses were $521,107 (which does not include revaluation, depreciation
and impairment expenses) (2012: $1,274,715);
Net revaluation, depreciation and impairment expense were $361,685 (2012: $78,361); and
Inventory - Bulk Oils of $57,717 reflects the cost of harvesting and processing during the 2012
season (June 2012: $206,320).
The carrying values of the olive grove property ($759,918) (2012: $999,901) and water licence ($575,437)
(2012: $627,750) are based on an independent valuation of the assets undertaken for the 30 June 2013
accounts. The carrying value of the olive trees ($65,500 representing approximately one dollar per tree)
(2012: $65,500) is based on the Orion Directors’ assessment of their value for the 30 June 2013 accounts.
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DIRECTORS’ REPORT
(e) Other Property Assets
Orion owns a property located in Mandurah, Western Australia, which was originally acquired as a multi-
unit development site. In 2009/2010 Orion sought development approval for the subdivision of the
property into 4 survey-strata title lots. This application was rejected by the Western Australian Planning
Commission. Subsequently Orion undertook a sale process of the property by way of public auction, with
such auction failing to attract any bids. Orion has since renovated and rented out the 3 bedroom, 2.5
bathroom single level house.
The carrying value of $1,490,000 (2012: $1,640,000) is based on an independent valuation of the
property undertaken for the 30 June 2013 accounts.
2.
Queste’s Other Assets
In addition to the investment in controlled entity, Orion, Queste has:
(i)
a direct share investment in Associate entity, Bentley, being 1,740,625 shares (or 2.37% of
Bentley’s issued ordinary share capital) (June 2012: 1,740,625 shares and 2.37%);
(ii)
a cash holding of $1,051,968 (30 June 2012: $1,643,821); and
(iii)
investments in other listed securities of $3,788 (30 June 2012: $5,772).
During the year, Queste’s investments in ASX-listed securities have performed as follows:
(i)
$17,763 net unrealised gain (30 June 2012: $17,489 net loss).
Queste will continue to look at undertaking investments in listed securities where appropriate to
endeavour to achieve a return on investments beyond that afforded by the interest rates applicable on
term deposits.
3.
Review of Corporate Overheads
As announced on 3 April 20133, the Company has conducted a review of various overheads associated with its
ongoing operations as an ASX listed company with particular reference to its office and administration expenses.
The Company has undertaken a series of changes to reduce its ongoing corporate overhead expenses including
securing alternate office accommodation at a significant reduced rental upon the expiry of its previous lease on 30
June 2013, a consolidation of office administration personnel and a general pay freeze for office personnel for the
2013 calendar year.
Furthermore, to assist the Company in reducing its corporate overheads, Chairman and Managing Director,
Mr Farooq Khan voluntarily agreed to reduce his base salary by 50% with effect on 1 April 2013 and Mr
Victor Ho (the Company Secretary) agreed to join the Board as an Executive Director on 3 April 2013 at no
further cost to the Company beyond his current executive remuneration.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Consolidated Entity that occurred during the
financial year not otherwise disclosed in this Directors’ Report or the Consolidated Financial Statements.
3
Refer QUE ASX market announcement dated 3 April 2013 and entitled “Corporate Update”
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DIRECTORS’ REPORT
FUTURE DEVELOPMENTS
The Consolidated Entity intends to continue its investment activities in future years. The results of these
investment activities depend upon the performance of the underlying companies and securities in which the
Consolidated Entity invests. The investments’ performances depend on many economic factors and also industry
and company specific issues. In the opinion of the Directors, it is not possible or appropriate to make a
prediction on the future course of markets, the performance of the Consolidated Entity’s investments or the
forecast of the likely results of the Consolidated Entity’s activities.
ENVIRONMENTAL REGULATION
The Consolidated Entity notes the reporting requirements of both the Energy Efficiency Opportunities Act 2006
(EEOA) and the National Greenhouse and Energy Reporting Act 2007 (NGERA). The Energy Efficiency
Opportunities Act 2006 requires affected companies to assess their energy usage, including the identification,
investigation and evaluation of energy saving opportunities, and to report publicly on the assessments
undertaken, including what action the company intends to take as a result. The National Greenhouse and Energy
Reporting Act 2007 requires affected companies to report their annual greenhouse gas emissions and energy use.
The Consolidated Entity has determined that it does not operate a recognised facility requiring registration and
reporting under the NGERA and in any event, it would fall under the threshold of greenhouse gas emissions
required for registration and reporting. Similarly, the Consolidated Entity’s energy consumption would fall under
the threshold required for registration and reporting under the EEOA.
The Consolidated Entity notes that it is not directly subject to the Clean Energy Act 2011 (Cth).
The Consolidated Entity is not otherwise subject to any particular or significant environmental regulation under
either Commonwealth or State legislation. To the extent that any environmental regulations may have an
incidental impact on the Consolidated Entity's operations, the Directors are not aware of any breach by the
Consolidated Entity of those regulations.
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DIRECTORS’ REPORT
DIRECTORS
Information concerning Directors in office during or since the financial year:
Farooq Khan
Executive Chairman and Managing Director
Appointed 10 March 1998
Qualifications BJuris, LLB (Western Australia)
Experience Mr Khan is a qualified lawyer having previously practised principally in the field of corporate
law. Mr Khan has extensive experience in the securities industry, capital markets and the
executive management of ASX-listed companies. In particular, Mr Khan has guided the
establishment and growth of a number of public listed companies in the investment, mining
and financial services sectors. He has considerable experience in the fields of capital raisings,
mergers and acquisitions and investments.
Relevant interest in shares 5,954,944 shares4
Other current directorships
in listed entities
Executive Chairman of:
(1)
(2)
Bentley Capital Limited (BEL) (since 2 December 2003)
Orion Equities Limited (OEQ) (since 23 October 2006)
Former directorships in
other listed entities in
past 3 years
(1)
(2)
(3)
Alara Resources Limited (AUQ) (18 May 2007 to 31 August 2012)
Yellow Brick Road Holdings Limited (YBR) (27 April 2006 to 18 March 2011)
Strike Resources Limited (SRK) (3 September 1999 to 3 February 2011)
Victor P. H. Ho
Executive Director and Company Secretary
Appointed Executive Director since 3 April 2013; Company Secretary since 30 August 2000
Qualifications BCom, LLB (Western Australia)
Experience Mr Ho has been in executive and company secretarial roles with a number of public listed
companies since early 2000. Previously, Mr Ho had 9 years’ experience in the taxation
profession with the Australian Tax Office and in a specialist tax law firm. Mr Ho has been
actively involved in the structuring and execution of a number of corporate transactions,
capital raisings and capital management matters and has extensive experience in public
company administration, corporations’ law, stock exchange compliance and shareholder
relations.
Relevant interest in shares 17,500 shares
Other current positions
held in listed entities
Executive Director and Company Secretary of:
(1)
Orion Equities Limited (OEQ) (Secretary since 2 August 2000 and Director since 4 July
2003)
Company Secretary of:
(2)
(3)
Bentley Capital Limited (BEL) (since 5 February 2004)
Alara Resources Limited (AUQ) (since 4 April 2007)
Former positions in other
listed entities in past 3
years
None
4
Refer also Farooq Khan’s Change of Director’s Interest Notice dated 30 April 2012
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DIRECTORS’ REPORT
Yaqoob Khan
Non-Executive Director
Appointed 10 March 1998
Qualifications BCom (Western Australia), Master of Science in Industrial Administration (Carnegie Mellon)
Experience After working for several years in the Australian Taxation Office, Mr Khan completed his
postgraduate Masters degree and commenced work as a senior executive responsible for
product marketing, costing systems and production management. Mr Khan has been an
integral member of the team responsible for the pre-IPO structuring and IPO promotion of a
number of ASX floats and has been involved in the management of such companies. Mr
Khan brings considerable international experience in key aspects of corporate finance and
the strategic analysis of listed investments.
Relevant interest in shares 68,345 shares
Other current directorships
in listed entities
Former directorships in
other listed entities in past 3
years
Non-Executive Director of Orion Equities Limited (OEQ) (since 5 November 1999).
None
At the Balance Date, Yaqoob Khan is a resident overseas.
Former Directors
After a review of the appropriate board numbers for a Company the size of Queste, Non-Executive
Directors, Mr Simon Cato and Mr Azhar Chaudhri voluntarily agreed to step down as Directors on 3 April
2013. Messrs Chaudhri and Cato commenced as Directors on 4 August 1998 and 6 February 2008
respectively.
The Board is very grateful for this action which will further assist the Company in the reduction of its
corporate overheads. The Board also offers its sincere thanks to both Mr Chaudhri and Mr Cato for their
valuable service as Directors of the Company over many years.
Given the constitution of the Company requires at least three directors, Company Secretary Mr Victor Ho
agreed to join the Board as an Executive Director on 3 April 2013.
DIRECTORS' MEETINGS
The following table sets out the numbers of meetings of the Company's Directors held during the financial year
(including Directors’ circulatory resolutions), and the numbers of meetings attended by each Director of the
Company:
Name of Director
Meetings Attended
Maximum Possible Meetings
Farooq Khan
Yaqoob Khan
Victor Ho
Simon Cato
Azhar Chaudhri
8
8
-
8
8
There were no meetings of committees of the Board of the Company.
Board Committees
8
8
-
8
8
During the financial year and as at the date of this Directors’ Report, the Company did not have separate
designated Audit or Remuneration Committees. In the opinion of the Directors, in view of the size of the
Board and nature and scale of the Consolidated Entity's activities, matters typically dealt with by an Audit
or Remuneration Committee are dealt with by the full Board.
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REMUNERATION REPORT
This report details the nature and amount of remuneration for each Director and Company Executive (being a
company secretary or senior manager) (Key Management Personnel) of the Consolidated Entity.
The information provided under headings (1) to (4) below has been audited as required under section 308(3)(C)
of the Corporations Act 2001.
(1) Remuneration Policy
The Board determines the remuneration structure of all Key Management Personnel having regard to the
Consolidated Entity’s nature, scale and scope of operations and other relevant factors, including the
frequency of Board meetings, length of service, particular experience and qualifications, market practice
(including available data concerning remuneration paid by other listed companies in particular companies
of comparable size and nature), the duties and accountability of Key Management Personnel and the
objective of maintaining a balanced Board which has appropriate expertise and experience, at a
reasonable cost to the Company.
Fixed Cash Short Term Employment Benefits: The Key Management Personnel of the Company are
paid a fixed amount per annum plus applicable employer superannuation contributions. The Non-
Executive Directors of the Company are paid a maximum aggregate base remuneration of $55,000 per
annum inclusive of minimum employer superannuation contributions where applicable, to be divided as
the Board determines appropriate.
The Board has determined current Company Key Management Personnel remuneration during the year as
follows:
(a)
(b)
(c)
(d)
(e)
Mr Farooq Khan (Executive Chairman and Managing Director) - a base salary of $125,000 per
annum plus employer superannuation contributions (9% of base salary during the 2012/13
financial year and 9.25% for the 2013/14 financial year). Mr Khan voluntarily agreed to reduce his
base salary by 50% with effect on 1 April 2013;
Mr Victor Ho (Company Secretary and Executive Director from 3 April 2013) - a base salary of
$45,000 per annum plus employer superannuation contributions. Mr Ho agreed to join the Board
as an Executive Director on 3 April 2013 at no further cost to the Company beyond his
remuneration as Company Secretary;
Mr Yaqoob Khan (Non-Executive Director) - a base fee of $15,000 per annum;
Mr Simon Cato (Non-Executive Director who resigned as Director on 3 April 2013) - a base fee of
$15,000 per annum plus employer superannuation contributions; and
Mr Azhar Chaudhri (Non-Executive Director who resigned as Director on 3 April 2013) - a base fee
of $15,000 per annum.
Key Management Personnel can also opt to “salary sacrifice” their cash fees/salary and have them paid
wholly or partly as further employer superannuation contributions or benefits exempt from fringe benefits
tax.
Special Exertions and Reimbursements: Pursuant to the Company’s Constitution, each Director is
entitled to receive:
(a)
(b)
Payment for the performance of extra services or the making of special exertions at the request of
the Board and for the purposes of the Company.
Reimbursement of all reasonable expenses (including travelling and accommodation expenses)
incurred by a Director for the purpose of attending meetings of the Company or the Board, on the
business of the Company, or in carrying out duties as a Director.
Long-Term Benefits: Key Management Personnel have no right to termination payments save for
payment of accrued annual leave and long service leave (other than Non-Executive Directors).
Equity Based Benefits: The Company does not presently have any equity (shares or options) based
remuneration arrangements for any personnel pursuant to any executive or employee share or option plan
or otherwise.
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A.B.N. 58 081 688 164
REMUNERATION REPORT
Post-Employment Benefits: The Company does not presently provide retirement benefits to Key
Management Personnel.
Performance Related Benefits/Variable Remuneration: The Company does not presently provide
short- or long-term incentive/performance based benefits related to the Company’s performance to Key
Management Personnel, including payment of cash bonuses. The current remuneration of Key
Management Personnel is fixed, is not dependent on the satisfaction of a performance condition and is
unrelated to the Company’s performance.
Service Agreements: The Company does not presently have formal service agreements or employment
contracts with any Key Management Personnel.
Financial Performance of Company: There is no relationship between the Company’s current
remuneration policy and the Company’s performance.
The Board does not believe that it is appropriate at this time to implement an equity-based benefit scheme
or a performance related/variable component to Key Management Personnel remuneration or
remuneration generally linked to the Company’s performance but reserves the right to implement these
remuneration measures if appropriate in the future (subject to prior shareholder approval where
applicable).
In considering the Company's performance and its effects on shareholder wealth, Directors have had
regard to the data set out below for the latest financial year and the previous four financial years.
2013
2012
2011
2010
2009
Profit/(Loss) Before Income Tax ($)
(3,453,436)
(5,366,862)
(2,957,447)
55,614
(16,524,072)
Basic Earnings/(Loss) per Share (cents)
(6.73)
(9.85)
(5.52)
2.50
(41.30)
Dividends Paid ($)
Closing Bid Share Price at 30 June ($)
-
0.07
-
0.66
-
0.81
-
121,099
1.30
1.35
(2) Details of Remuneration of Key Management Personnel
Details of the nature and amount of each element of remuneration of each Key Management Personnel of
the Company paid or payable by the Consolidated Entity during the financial year are as follows:
Paid by the Company (Queste) to its Key Management Personnel
Performance
related
Short-term Benefits
Post-
Employment
Benefits
Other
Long-term
Benefits
2013
Key
Management
Person
Executive Directors:
Farooq Khan
Victor Ho +
Cash, salary
and
commissions
$
%
-
97,356
45,000
Non-Executive Directors:
Yaqoob Khan
Azhar Chaudhri *
Simon Cato *
-
-
-
15,000
11,250
11,250
Non-cash
benefit Superannuation
$
$
-
-
-
-
9,844
4,050
-
-
1,013
Long
service
leave
$
12,019
-
-
-
-
Equity
Based
Shares &
Options
$
-
-
-
-
-
Total
$
119,219
49,050
15,000
11,250
12,263
+
*
Company Secretary, Mr Ho was appointed Executive Director on 3 April 2013
Messrs Chaudhri and Cato resigned as Non-Executive Directors on 3 April 2013
Victor Ho is also Company Secretary of the Company.
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REMUNERATION REPORT
2012
Key
Management
Person
Performance
related
Short-term Benefits
Post-
Employment
Benefits
Other
Long-term
Benefits
Cash, salary
and
commissions
%
$
Non-cash
benefit Superannuation
Long
service
leave
$
$
Equity
Based
Shares &
Options
$
Total
$
Executive Director:
Farooq Khan
-
113,942
Non-Executive Directors:
Yaqoob Khan
Azhar Chaudhri
Simon Cato
-
-
-
15,000
15,000
15,000
Company Secretary:
Victor Ho
-
44,900
$
-
-
-
-
-
11,250
11,058
-
136,250
-
-
1,350
4,041
-
-
-
-
-
-
-
15,000
15,000
16,350
-
48,941
Equity
Based
Shares &
Options
$
Total
$
-
-
-
272,500
81,750
84,944
Long
service
leave
$
-
-
41,998
16,470
6,750
3,546
-
-
-
25,000
Paid by Orion to Key Management Personnel (who are also KMP of Queste)
2013
Key
Management
Personnel
Short-term Benefits
Post-
Employment
Benefits
Other
Long-term
Benefits
Performance
related
%
Cash, salary
and
commissions
$
Non-cash
benefit
$
Superannuation
$
Executive Directors:
Farooq Khan
Victor Ho
William Johnson #
Non-Executive Director:
Yaqoob Khan
-
-
-
-
256,030
75,000
39,400
25,000
-
-
-
-
#
William Johnson transitioned from Executive Director to Non-Executive Director of OEQ on 25 March 2013 and retired as a Director of
OEQ on 3 May 2013.
2012
Key
Management
Personnel
Short-term Benefits
Post-
Employment
Benefits
Other
Long-term
Benefits
Performance
related
%
Cash, salary
and
commissions
$
Non-cash
benefit
$
Superannuation
$
Executive Directors:
Farooq Khan
Victor Ho
William Johnson
-
-
-
225,000
75,000
45,120
Non-Executive Director:
Yaqoob Khan
-
25,000
Victor Ho is also Company Secretary of Orion.
-
-
-
-
22,500
6,750
4,061
-
Equity
Based
Shares &
Options
$
Total
$
-
-
-
272,500
81,750
49,181
-
25,000
Long
service
leave
$
25,000
-
-
-
The tables above may be aggregated to arrive at the aggregate amount of each element of remuneration of each
Key Management Personnel paid or payable by the Consolidated Entity during the financial year.
ANNUAL REPORT | 18
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
REMUNERATION REPORT
(3) Other Benefits Provided to Key Management Personnel
No Key Management Personnel has during or since the end of the financial year, received or become
entitled to receive a benefit, other than a remuneration benefit as disclosed above, by reason of a contract
made by the Company or a related entity with the Director or with a firm of which he is a member, or with
a Company in which he has a substantial interest.
(4) Voting and Comments on the Remuneration Report at the 2012 AGM
At the Company’s most recent (2012) AGM, a resolution to adopt the prior year (2012) Remuneration
Report was put to the vote and not passed by a majority of shareholders. This constituted the Company's
"second strike" under the executive remuneration related provisions of the Corporations Act (the Company
having received its "first strike" at the 2011 AGM).
As required by the Corporations Act, a resolution to hold fresh elections for directors at a special meeting
was put to the vote at the 2012 AGM, however, this ordinary resolution was not passed.
The Board has reviewed the Company’s remuneration policy and considered feedback from relevant
stakeholders and believes that the Company’s remuneration structure and practices are appropriate, for
the reasons detailed in this Remuneration Report.
The Board notes that as announced by the Company on 3 April 20131:
(a)
(b)
(c)
After a review of the appropriate Board numbers for a Company the size of Queste, Non-Executive
Directors, Mr Simon Cato and Mr Azhar Chaudhri voluntarily agreed to step down as Directors on 3
April 2013;
Executive Chairman and Managing Director Mr Farooq Khan voluntarily agreed to reduce his base
salary by 50% with effect on 1 April 2013; and
Given the constitution of the Company requires at least three directors, Company Secretary, Mr
Victor Ho agreed to join the Board as an Executive Director on 3 April 2013 at no further cost to
the Company beyond his remuneration as Company Secretary;
This concludes the audited Remuneration Report.
5
Refer QUE ASX market announcement dated 3 April 2013 and entitled “Corporate Update”
ANNUAL REPORT | 19
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
DIRECTORS’ AND OFFICERS’ INSURANCE
The Company and Orion each insure Directors and Officers against liability they may incur in respect of any
wrongful acts or omissions made by them in such capacity (to the extent permitted by the Corporations Act 2001)
(D&O Policy). Details of the amount of the premium paid in respect of the insurance policies are not disclosed
as such disclosure is prohibited under the terms of the contract.
DIRECTORS DEEDS
In addition to the rights of indemnity provided under the Company’s Constitution (to the extent permitted by the
Corporations Act), the Company has also entered into a deed with each of the Directors and the Company
Secretary (Officer) to regulate certain matters between the Company and each Officer, both during the time the
Officer holds office and after the Officer ceases to be an officer of the Company, including the following matters:
(a)
(b)
The Company’s obligation to indemnify an Officer for liabilities or legal costs incurred as an officer of the
Company (to the extent permitted by the Corporations Act); and
Subject to the terms of the deed and the Corporations Act, the Company may advance monies to the
Officer to meet any costs or expenses of the Officer incurred in circumstances relating to the indemnities
provided under the deed and prior to the outcome of any legal proceedings brought against the Officer.
LEGAL PROCEEDINGS ON BEHALF OF CONSOLIDATED ENTITY
No person has applied for leave of a court to bring proceedings on behalf of the Consolidated Entity or intervene
in any proceedings to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of
the Consolidated Entity for all or any part of such proceedings. The Consolidated Entity was not a party to any
such proceedings during and since the financial year.
AUDITOR
Details of the amounts paid or payable to the auditor (BDO Audit (WA) Pty Ltd) for audit and non-audit services
provided during the financial year are set out below:
Audit & Review
Fees
$
Consolidated Entity
Non-Audit
Services
$
65,839
13,010
Total
$
78,849
Audit & Review
Fees
$
Company
Non-Audit
Services
$
27,461
5,924
Total
$
33,385
The Board is satisfied that the provision of non-audit services by the auditor during the year is compatible with
the general standard of independence for auditors imposed by the Corporations Act 2001. The Board is satisfied
that the nature of the non-audit services disclosed above did not compromise the general principles relating to
auditor independence as set out in APES 110 Code of Ethics for Professional Accountants: Professional
Independence, including reviewing or auditing the auditor’s own work, acting in a management or decision
making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and
rewards. BDO Audit (WA) Pty Ltd continues in office in accordance with section 327B of the Corporations Act
2001.
ANNUAL REPORT | 20
30 JUNE 2
2013
DIR
RECT
TORS
’ REP
T
PORT
QUESTE
E COMMUNICAT
A.B.N. 58 08
TIONS LTD
81 688 164
AUDITO
ORS’ INDE
EPENDENC
CE DECLAR
RATION
A copy of
forms pa
Auditors s
f the Auditor’s
rt of this Dire
state that they
s Independen
ectors Report
y have issued
ce Declaration
t and is set o
an independe
n as required
out on page 2
ence declaratio
under section
22. This rela
on.
n 307C of the
ates to the Au
e Corporations
udit Report, w
s Act 2001
where the
EVENTS
S SUBSEQ
QUENT TO B
BALANCE
DATE
The Direc
than thos
or notes t
the result
ctors are not
se referred to
thereto (in pa
ts of operation
aware of any
in this Directo
articular Note
ns or the state
y other matter
ors’ Report (in
26, that have
e of affairs of t
rs or circumst
n particular, in
e significantly a
the Company
tances at the
n Review of Op
affected or m
in subsequent
date of this D
perations) or t
ay significantl
t financial yea
Directors’ Rep
the financial s
ly affect the o
ars.
port, other
statements
operations,
Signed fo
or and on beha
alf of the Direc
ctors in accord
dance with a r
resolution of t
he Board.
Farooq K
Chairma
Khan
an
30 Augu
ust 2013
Victor
Execu
r Ho
tive Director
r and Compa
any Secretar
ry
ANNUAL REPO
A
ORT | 21
Tel: +8 6382 4600
Fax: +8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
30 August 2013
The Board of Directors
Queste Communications Ltd
Suite 1, 346 Barker Road,
Subiaco, WA,
AUSTRALIA, 6008
Dear Sirs,
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
QUESTE COMMUNICATIONS LTD
As lead auditor of Queste Communications Ltd for the year ended 30 June 2013, I declare that, to
the best of my knowledge and belief, there have been no contraventions of:
(cid:127)
(cid:127)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Queste Communications Ltd and the entities it controlled during the
period.
Brad McVeigh
Director
BDO Audit (WA) Pty Ltd
Perth, Western Australia
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
for the year ended 30 June 2013
Revenue
Other
Other Revenue
TOTAL REVENUE
EXPENSES
Net Loss on Financial Assets at Fair Value through Profit or Loss
Share of Net Loss of Associate
Loss on Property held for Development or Resale
Land Operation Expenses
Cost of Goods Sold in relation to Olive Oils Operations
Olive Oil Operation Expenses
Personnel Expenses
Occupancy Expenses
Finance Expenses
Corporate Expenses
Administration Expenses
Note
2013
$
2012
$
3
3
436,262
924,098
2,804
75
439,066
924,173
(1,469,595)
(102,158)
(150,000)
(15,583)
(326,263)
(556,529)
(933,496)
(99,418)
(2,381)
(43,165)
(193,914)
(2,648,702)
(625,086)
(160,000)
(154,608)
(1,182,799)
(170,275)
(904,117)
(155,529)
(4,919)
(50,224)
(234,776)
LOSS BEFORE INCOME TAX
(3,453,436)
(5,366,862)
Income Tax Expense
4
(57,300)
(24,864)
LOSS FOR THE YEAR
(3,510,736)
(5,391,726)
OTHER COMPREHENSIVE INCOME
Revaluation of Assets, Net of Tax
(64,154)
(29,519)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(3,574,890)
(5,421,245)
LOSS ATTRIBUTABLE TO:
Owners of Queste Communications Ltd
Non-Controlling Interest
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO:
Owners of Queste Communications Ltd
Non-Controlling Interest
(2,014,600)
(1,496,136)
(3,510,736)
(2,948,509)
(2,443,217)
(5,391,726)
(2,078,754)
(1,496,136)
(3,574,890)
(2,978,028)
(2,443,217)
(5,421,245)
LOSS PER SHARE ATTRIBUTABLE TO THE ORDINARY
EQUITY HOLDERS OF THE COMPANY:
Basic and Diluted Loss per Share (cents)
7
(6.73)
(9.85)
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 23
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 30 June 2013
CURRENT ASSETS
Cash and Cash Equivalents
Financial Assets at Fair Value through Profit or Loss
Trade and Other Receivables
Inventories
Other Current Assets
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Trade and Other Receivables
Property held for Development or Resale
Investment in Associate Entity
Property, Plant and Equipment
Olive Trees
Intangible Assets
Deferred Tax Asset
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and Other Payables
Provisions
TOTAL CURRENT LIABILITIES
NON CURRENT LIABILITIES
Deferred Tax Liability
TOTAL NON CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued Capital
Reserves
Accumulated Losses
Parent Interest
Non-Controlling Interest
TOTAL EQUITY
Note
2013
$
2012
$
8
9
10
11
12
10
11
13
14
15
16
19
17
18
2,747,596
723,873
209,600
140,622
5,854
2,008,853
3,827,155
330,843
277,595
5,895
3,827,545
6,450,341
53,085
1,490,000
4,307,391
1,154,801
65,500
650,433
95,009
32,823
1,640,000
4,854,638
1,637,683
65,500
727,746
358,251
7,816,219
9,316,641
11,643,764
15,766,982
149,981
174,989
256,642
202,730
324,970
459,372
19
95,009
358,251
20
21
95,009
358,251
419,979
817,623
11,223,785
14,949,359
6,192,427
2,257,792
(1,773,141)
6,677,078
6,192,427
2,321,946
(6,762)
8,507,611
4,546,707
6,441,748
11,223,785
14,949,359
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 24
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
for the year ended 30 June 2013
Note
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Non-
Controlling
Interest
$
Total
$
BALANCE AT 1 JULY 2011
6,192,427
2,351,465
2,941,747
8,913,462
20,399,101
Loss for the Year
Other Comprehensive Income
Total Comprehensive Loss
for the Year
Transactions with Owners
in their capacity as
Transactions with Non-
Controlling Interest
-
-
-
-
-
(29,519)
(29,519)
(2,948,509)
(2,443,217)
-
-
(2,948,509)
(2,443,217)
(5,391,726)
(29,519)
(5,421,245)
-
-
(28,497)
(28,497)
BALANCE AT 30 JUNE 2012
6,192,427
2,321,946
(6,762)
6,441,748
14,949,359
BALANCE AT 1 JULY 2012
6,192,427
2,321,946
(6,762)
6,441,748
14,949,359
Loss for the Year
Other Comprehensive Income
Total Comprehensive Loss
for the Year
Transactions with Owners
in their capacity as
Transactions with Non-
Controlling Interest 2(b)
-
-
-
-
-
(64,154)
(64,154)
(2,014,600)
(1,496,136)
-
-
(2,014,600)
(1,496,136)
(3,510,736)
(64,154)
(3,574,890)
-
248,221
(398,905)
(150,684)
BALANCE AT 30 JUNE 2013
6,192,427
2,257,792
(1,773,141)
4,546,707
11,223,785
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 25
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF CASH FLOWS
for the year ended 30 June 2013
Note
2013
$
2012
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from Customers
Dividends Received
Interest Received
Payments to Suppliers and Employees
Interest Paid
Sale/Redemption of Financial Assets at Fair Value through Profit or Loss
412,545
306
124,842
(1,796,391)
(367)
1,624,132
570,944
756,871
83,365
(2,409,511)
(868)
-
NET CASH USED IN OPERATING ACTIVITIES
8
365,067
(999,199)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Plant and Equipment
Disposal of Plant and Equipment
Return of Capital Received
Proceeds from Sale of Investment Securities
Purchase of Investment Securities
14
14
13
(5,343)
5,513
445,089
19,671
(91,254)
(11,857)
-
1,335,265
-
-
NET CASH PROVIDED BY INVESTING ACTIVITIES
373,676
1,323,408
NET INCREASE/(DECREASE) IN CASH HELD
738,743
324,209
Cash and Cash Equivalents at Beginning of Financial Year
2,008,853
1,684,644
CASH AND CASH EQUIVALENTS AT END OF FINANCIAL
YEAR
8
2,747,596
2,008,853
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 26
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
1.
SUMMARY OF ACCOUNTING POLICIES
1.3.
Investments in Associates
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies
have been consistently applied to all the years presented,
unless otherwise stated.
The financial statement includes the financial statements for the
Consolidated Entity consisting of Queste Communications Ltd
and its subsidiaries. Queste Communications Ltd is a company
limited by shares, incorporated in Western Australia, Australia
and whose shares are publicly traded on the Australian
Securities Exchange (ASX).
1.1.
Basis of preparation
These general purpose
financial statements have been
prepared in accordance with Australian Accounting Standards,
the Australian
other authoritative pronouncements of
Accounting
Issues Group
Board, Urgent
Interpretations and the Corporations Act 2001, as appropriate
for for-profit entities.
Standards
Compliance with IFRS
The consolidated financial statements of the Consolidated
Entity, Queste Communications Ltd, also comply with
International Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board (IASB).
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and
is based on historical costs modified by the revaluation of
selected non-current assets, and financial assets and financial
liabilities for which the fair value basis of accounting has been
applied.
1.2.
Principles of Consolidation
The consolidated financial statements incorporate the assets
and liabilities of the subsidiaries of Queste Communications Ltd
as at 30 June 2013 and the results of its subsidiaries for the
year then ended. Queste Communications Ltd and its
subsidiaries are referred to in this financial statement as the
Consolidated Entity.
Subsidiaries are all entities over which the Consolidated Entity
has the power to govern the financial and operating policies,
generally accompanying a shareholding of more than one-half
of the voting rights. The existence and effect of potential
voting rights that are currently exercisable or convertible are
considered when assessing whether the Consolidated Entity
controls another entity. Information on the controlled entity is
contained in Note 2 to the financial statements.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Consolidated Entity. They are de-
consolidated from the date that control ceases.
All controlled entities have a June financial year-end. All inter-
company balances and transactions between entities in the
Consolidated Entity, including any unrealised profits or losses,
have been eliminated on consolidation.
Associates are all entities over which the Consolidated Entity
has significant influence but not control or joint control,
generally accompanying a shareholding of between 20% and
50% of the voting rights. Investments in associates in the
consolidated financial statements are accounted for using the
equity method of accounting, after initially being recognised at
cost. Under this method, the Consolidated Entity’s share of the
post-acquisition profits or losses of associates are recognised in
the consolidated Statement of Profit or Loss and Other
Comprehensive Income, and its share of post-acquisition
movements in reserves is recognised in other comprehensive
income. The cumulative post-acquisition movements are
adjusted against the carrying amount of the investment (refer
to Note 13).
Dividends receivable from associates are recognised in the
Company’s Statement of Profit or Loss and Other
Comprehensive Income, while in the consolidated financial
statements they reduce the carrying amount of the investment.
When the Consolidated Entity’s share of losses in an associate
equals or exceeds its interest in the associate, including any
other unsecured long-term receivables, the Consolidated Entity
does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Consolidated
Entity and its associates are eliminated to the extent of the
Consolidated Entity’s interest in the associates. Unrealised
losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting
policies of associates have been changed where necessary to
ensure consistency with
the
Consolidated Entity. All associated entities have a June
financial year-end.
the policies adopted by
1.4. Operating Segment
Operating segments are presented using the ‘management
approach’, where the information presented is on the same
basis as the internal reports provided to the Chief Operating
Decision Makers (CODM). The CODM is responsible for the
allocation of resources to operating segments and assessing
their performance.
1.5. Revenue Recognition
Revenue is measured at the fair value of the consideration
received or receivable. Revenue is recognised to the extent
that it is probable that the economic benefits will flow to the
Consolidated Entity and the revenue can be reliably measured.
All revenue is stated net of the amount of goods and services
tax (GST) except where the amount of GST incurred is not
recoverable from the Australian Tax Office. The following
specific recognition criteria must also be met before revenue is
recognised:
Sale of Goods and Disposal of Assets
Revenue from the sale of goods and disposal of other assets is
recognised when the Consolidated Entity has passed control of
the goods or other assets to the buyer.
Contributions of Assets
Revenue arising from the contribution of assets is recognised
when the Consolidated Entity gains control of the asset or the
right to receive the contribution.
ANNUAL REPORT | 27
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
Interest Revenue
Interest revenue is recognised on a proportional basis taking into
account the interest rates applicable to the financial assets.
Dividend Revenue
Dividend revenue is recognised when the right to receive a
dividend has been established. The Consolidated Entity brings
dividend revenue to account on the applicable ex-dividend
entitlement date.
Other Revenues
Other revenues are recognised on a receipts basis.
1.7. Goods and Services Tax (GST)
from
the Australian Tax Office.
Revenues, expenses and assets are recognised net of the amount
of GST, except where the amount of GST incurred is not
recoverable
these
circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expense.
Receivables and payables in the Statement of Financial Position
are shown inclusive of GST. Cash flows are presented in the
Statement of Cash Flows on a gross basis, except for the GST
component of investing and financing activities, which are
disclosed as operating cash flows.
In
1.6.
Income Tax
1.8.
Employee Benefits
The income tax expense or revenue for the period is the tax
payable on the current period’s taxable income based on the
notional income tax rate for each taxing jurisdiction adjusted by
changes in deferred tax assets and liabilities attributable to
temporary differences between the tax bases of assets and
liabilities and their carrying amounts in the financial statements,
and to unused tax losses (if applicable).
Deferred tax assets and liabilities are recognised for temporary
differences at the tax rates expected to apply when the assets are
recovered or liabilities are settled, based on those tax rates which
are enacted or substantively enacted for each taxing jurisdiction.
The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the
deferred tax asset or liability. An exception is made for certain
temporary differences arising from the initial recognition of an
asset or a liability. No deferred tax asset or liability is recognised
in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time
of the transaction did not affect either accounting profit or taxable
profit or loss.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary
differences and losses. The amount of deferred tax assets
benefits brought to account or which may be realised in the
future, is based on the assumption that no adverse change will
occur in income taxation legislation and the anticipation that the
Consolidated Entity will derive sufficient future assessable income
to enable the benefit to be realised and comply with the
conditions of deductibility imposed by the law.
Deferred tax liabilities and assets are not recognised for
temporary differences between the carrying amount and tax
bases of investments in controlled entities where the parent entity
is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse
in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
Current and deferred tax balances attributable to amounts
recognised directly in other comprehensive income or equity are
also recognised directly in other comprehensive income or equity.
Short-term obligations
Provision is made for the Consolidated Entity’s liability for
employee benefits arising from services rendered by employees to
the Balance Date. Employee benefits that are expected to be
settled within one year have been measured at the amounts
expected to be paid when the liability is settled, plus related on-
costs. Employee benefits payable later than one year from the
Balance Date have been measured at the present value of the
estimated future cash outflows to be made for those benefits.
the
Employer superannuation contributions are made by
Consolidated Entity in accordance with statutory obligations and
are charged as an expense when incurred.
Other long-term employee benefit obligations
The liability for long-service leave is recognised in the provision
for employee benefits and measured as the present value of
expected future payments to be made in respect of services
provided by employees up to the reporting date. Consideration is
given to expected future wage and salary levels, experience of
employee departures and periods of service.
1.9.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held
at call with banks, other short-term highly liquid investments with
original maturities of three months or less, and bank overdrafts.
Bank overdrafts (if any) are shown within short-term borrowings
in current liabilities on the Statement of Financial Position.
1.10. Receivables
Trade and other receivables are recorded at amounts due less
any provision for doubtful debts. An estimate for doubtful debts
is made when collection of the full amount is no longer probable.
Bad debts are written off when considered non-recoverable.
1.11. Dividends Policy
Provision is made for the amount of any dividend declared, being
appropriately authorised and no longer at the discretion of the
entity, on or before the end of the financial year but not
distributed at the Balance Date.
1.12. Investments and Other Financial Assets and
Liabilities
Financial instruments are initially measured at cost on trade date,
which includes transaction costs, when the related contractual
rights or obligations exist. Subsequent to initial recognition these
instruments are measured as set out below.
ANNUAL REPORT | 28
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
Financial assets at fair value through profit and loss
A financial asset is classified in this category if acquired principally
for the purpose of selling in the short term or if so designated by
management and within the requirements of AASB 139:
Recognition and Measurement of Financial Instruments. Realised
and unrealised gains and losses arising from changes in the fair
value of these assets are included in the Statement of Profit or
Loss and Other Comprehensive Income in the period in which
they arise.
purposes is estimated by discounting the future contractual cash
flows at the current market interest rate that is available to the
Consolidated Entity for similar financial instruments.
The Consolidated Entity’s investment portfolio (comprising listed
and unlisted securities) is accounted for as a “financial assets at
fair value through profit and loss” and is carried at fair value
based on the quoted last bid prices at the reporting date (refer to
Note 9).
for sale
Available for sale financial assets
Available
financial assets, comprising principally
marketable equity securities, are non-derivatives that are either
designated in this category or not classified in any other category.
Realised and unrealised gains and losses arising from changes in
the fair value of these assets are recognised in equity in the
period in which they arise.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market and are stated at amortised cost using the effective
interest rate method.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised
cost, comprising original debt less principal payments and
amortisation.
Fair value is determined based on current bid prices for all quoted
investments. Valuation techniques are applied to determine the
fair value for all unlisted securities, including recent arm’s length
transactions, reference to similar instruments and option pricing
models.
At each reporting date, the Consolidated Entity assesses whether
there is objective evidence that a financial instrument has been
impaired. Impairment losses are recognised in the profit and
loss.
The Consolidated Entity’s investment portfolio (comprising listed
and unlisted securities) is accounted for as “financial assets at fair
value through profit and loss”.
1.13. Fair value Estimation
The fair value of financial assets and financial liabilities must be
estimated for recognition and measurement or for disclosure
purposes. The fair value of financial instruments traded in active
markets (such as publicly traded derivatives, and trading and
available-for-sale securities) is based on quoted market prices at
the Balance Date. The quoted market price used for financial
assets held by the Consolidated Entity is the current bid price; the
appropriate quoted market price for financial liabilities is the
current ask price.
The fair value of financial instruments that are not traded in an
active market (for example over-the-counter derivatives) is
determined using valuation techniques, including but not limited
to recent arm’s
to similar
instruments and option pricing models. The Consolidated Entity
may use a variety of methods and makes assumptions that are
based on market conditions existing at each Balance Date. Other
techniques, such as estimated discounted cash flows, are used to
determine fair value for other financial instruments.
transactions, reference
length
The nominal value less estimated credit adjustments of trade
receivables and payables are assumed to approximate their fair
values. The fair value of financial liabilities for disclosure
1.14. Property held for Resale
Property held for development and sale is valued at the lower of
cost and net realisable value. Cost includes the cost of
acquisition, development, borrowing costs and holding costs until
completion of development. Finance costs and holding charges
incurred after development are expensed. Profits are brought to
account on the signing of an unconditional contract of sale.
1.15. Property, Plant and Equipment
All plant and equipment are stated at historical cost less
accumulated depreciation and impairment losses. Historical cost
includes expenditure that is directly attributable to the acquisition
of the items.
Freehold Land is not depreciated. Increases in the carrying
amounts arising on revaluation of land and buildings are
recognised, net of tax, in other comprehensive income and
accumulated in reserves in equity. To the extent that the
increase reverses a decrease previously recognised in profit or
loss, the increase is first recognised in profit or loss. Decreases
that reverse previous increases of the same asset are first
recognised in other comprehensive income to the extent of the
remaining surplus attributable to the asset; all other decreases
are charged to profit or loss. It is shown at fair value, based on
periodic valuations by external independent valuers.
The carrying amount of plant and equipment is reviewed annually
by Directors to ensure it is not in excess of the recoverable
amount from these assets. The recoverable amount is assessed
on the basis of the expected net cash flows that will be received
from the assets’ employment and subsequent disposal. The
expected net cash flows have been discounted to their present
value in determining recoverable amount.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Consolidated Entity and the cost of the item can
be measured reliably. All other repairs and maintenance are
charged to the Statement of Profit or Loss and Other
Comprehensive Income during the financial period in which they
are incurred.
The depreciation rates used for each class of depreciable assets
are:
Class of Fixed Asset
Buildings
Plant and Equipment
Leasehold Improvements
Rate
7.5%
5-75%
7.5-15%
Method
Diminishing Value
Diminishing Value
Diminishing Value
The assets’ residual values and useful lives are reviewed, and
adjusted if appropriate, at each Balance Date. An asset’s carrying
amount is written down immediately to its recoverable amount if
the asset’s carrying amount is greater than its estimated
recoverable amount.
ANNUAL REPORT | 29
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
Gains and losses on disposals are determined by comparing
proceeds with carrying amount. These are included in the profit
and loss. When revalued assets are sold, amounts included in the
revaluation reserve relating to that asset are transferred to
retained earnings.
1.16. Impairment of Assets
At each reporting date, the Consolidated Entity reviews the
carrying values of its tangible and intangible assets to determine
whether there is any indication that those assets have been
impaired. If such an indication exists, the recoverable amount of
the asset, being the higher of the asset’s fair value less costs to
sell and value in use, is compared to the asset’s carrying value.
Any excess of the asset’s carrying value over its recoverable
amount is expensed to the profit or loss. Impairment testing is
performed annually for goodwill and intangible assets with
indefinite lives. Where it is not possible to estimate the
recoverable amount of an individual asset, the Consolidated Entity
estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
1.17. Payables
These amounts represent liabilities for goods and services
provided to the Consolidated Entity prior to the end of financial
year which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition.
1.18. Provisions
Provisions for legal claims, service warranties and make good
obligations are made where the Consolidated Entity has a present
legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle
the obligation and the amount has been reliably estimated.
Provisions are not recognised for future operating losses.
1.19. Issued Capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
Incremental costs directly attributable to the issue of new shares
or options, for the acquisition of a business, are included in the
cost of the acquisition as part of the purchase consideration.
1.20. Earnings Per Share
Basic Earnings per share
Is determined by dividing the operating result after income tax by
the weighted average number of ordinary shares on issue during
the financial period.
Diluted Earnings per share
Adjusts the figures used in the determination of basic earnings
per share by taking into account amounts unpaid on ordinary
shares and any reduction in earnings per share that will probably
arise from the exercise of options outstanding during the financial
period.
1.21. Inventories
Raw materials and stores, work in progress and finished
goods
Raw materials and stores, work in progress and finished goods
are stated at the lower of cost and net realisable value. Cost
comprises direct materials, direct labour and an appropriate
proportion of variable and fixed overhead expenditure, the latter
being allocated on the basis of normal operating capacity. They
include the transfer from equity of any gains or losses on
qualifying cash flow hedges relating to purchases of raw
materials. Costs are assigned to individual items of inventory on
the basis of weighted average costs. Costs of purchased
inventory are determined after deducting rebates and discounts.
Net realisable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and the
estimated costs necessary to make the sale.
Land held for resale/capitalisation of borrowing costs
Land held for resale is stated at the lower of cost and net
realisable value. Cost is assigned by specific identification and
includes the cost of acquisition, and development and borrowing
costs during development. When development is completed
borrowing costs and other holding charges are expensed as
incurred.
Borrowing costs included in the cost of land held for resale are
those costs that would have been avoided if the expenditure on
the acquisition and development of the land had not been made.
Borrowing costs incurred while active development is interrupted
for extended periods are recognised as expenses.
1.22. Leases
Leases in which a significant portion of the risks and rewards of
ownership are not transferred to the Consolidated Entity as lessee
are classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor)
are charged to the profit or loss on a straight-line basis over the
period of the lease.
1.23. Intangible Assets
The intangible assets acquired in a business combination are
initially measured at its purchase price as its fair value at the
acquisition date. The revaluation method states that after the
initial recognition, an intangible asset shall be carried at a
revalued amount, being its fair value at the date of the
revaluation less any subsequent accumulated amortisation and
any subsequent accumulated impairment losses. For the purpose
of revaluations under AASB 138: Intangible Assets, fair value shall
be determined by reference to an active market. Revaluations
shall be made with such regularity that at the end of the reporting
period the carrying amount of the asset does not differ materially
from its fair value.
1.24. Biological Assets
Biological assets are initially, and subsequent to initial recognition,
measured at their fair value less any estimated point-of-sale
costs. Gains or losses arising on initial or subsequent recognition
are accounted for via the profit or loss for the period in which the
gain or loss arises. Agricultural produce harvested from the
biological assets shall be measured at its fair value less estimated
point-of-sale costs at the point of harvest.
1.25. Comparative Figures
Certain comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
ANNUAL REPORT | 30
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
1.26. Critical accounting judgements and estimates
to make
judgements and estimates and
The preparation of the consolidated financial statements requires
Directors
form
assumptions that affect how certain assets, liabilities, revenue,
expenses and equity are reported. At each reporting period, the
Directors evaluate their judgements and estimates based on
historical experience and on other various factors they believe to
be reasonable under the circumstances, the results of which form
the basis of the carrying values of assets and liabilities (that are
not readily apparent from other sources, such as independent
valuations). Actual results may differ from these estimates under
different assumptions and conditions.
Non-current assets estimated at fair value
The Consolidated Entity carries its freehold land and intangible
assets (water licence) at fair value, with changes in the fair values
recognised in equity. It also carries inventory (land held for
development and resale) and olive trees at fair value, with
changes in the fair value recognised in the Statement of Profit or
Loss and Other Comprehensive Income. Independent valuations
are obtained for these non-current assets at least annually.
Estimation of useful lives of assets
The Consolidated Entity determines the estimated useful lives and
related depreciation and amortisation charges for its property,
plant and equipment and finite life intangible assets. The useful
lives could change significantly as a result of
technical
innovations, market, economic, legal environment or some other
event. The depreciation and amortisation charge will increase
where the useful lives are less than previously estimated lives, or
technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down.
Indefinite life of intangible assets
The Consolidated Entity tests annually or more frequently, if
events or changes in circumstances indicate impairment and
whether the indefinite life of intangible assets has suffered any
impairment, in accordance with the note 1.16.
ANNUAL REPORT | 31
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
1.27. Summary of Accounting Standards Issued but not yet Effective
The following new Accounting Standards and Interpretations (which have been released but not yet adopted) have no material impact
on the Consolidated Entity’s financial statements or the associated notes therein.
Title and Affected
Standard(s)
Financial Instruments
AASB reference
AASB 9 (issued
December 2009
and amended
December 2010)
IFRS (issued
October 2012)
Investment Entities -
Amendments to IFRS 10,
IFRS 12 and IAS 27
Nature of Change
Amends the requirements for classification and measurement of
financial assets. The available-for-sale and held-to-maturity
categories of financial assets in AASB 139 have been eliminated.
Under AASB 9, there are three categories of financial assets:
Amortised cost
Fair value through profit or loss
Fair value through other comprehensive income.
The following requirements have generally been carried forward
unchanged from AASB 139 Financial Instruments: Recognition
and Measurement into AASB 9:
Classification and measurement of financial liabilities; and
Derecognition requirements for financial assets and
liabilities.
However, AASB 9 requires that gains or losses on financial
liabilities measured at fair value are recognised in profit or loss,
except that the effects of changes in the liability’s credit risk are
recognised in other comprehensive income.
The amendment defines an ‘investment entity’ and requires a
parent that is an investment entity to measure its investments in
particular subsidiaries at fair value through profit or loss in its
consolidated and separate financial statements.
The amendment prescribes three criteria that must be met in
order for an entity to be defined as an investment entity, as well
as four ‘typical characteristics’ to consider in assessing the
criteria.
The amendment also introduces disclosure requirements for
investment entities into IFRS 12 Disclosure of Interests in Other
Entities and amends IAS 27 Separate Financial Statements.
Application date
Annual reporting
periods beginning on or
after 1 July 2015
Annual reporting
periods beginning on or
after 1 July 2014
AASB 10 (issued
August 2011)
Consolidated Financial
Statements
Introduces a single ‘control model’ for all entities, including
special purpose entities (SPEs), whereby all of the following
conditions must be present:
Annual reporting
periods beginning on or
after 1 July 2013
Power over investee (whether or not power used in
practice)
Exposure, or rights, to variable returns from investee
Ability to use power over investee to affect the entity’s
returns from investee.
Introduces the concept of ‘de facto’ control for entities with less
than a 50% ownership interest in an entity, but which have a
large shareholding compared to other shareholders. This could
result in more instances of control and more entities being
consolidated.
Potential voting rights are only considered when determining if
there is control when they are substantive (holder has practical
ability to exercise) and the rights are currently exercisable. This
may result in possibly fewer instances of control.
Additional guidance included to determine when decision making
authority over an entity has been delegated by a principal to an
agent. Factors to consider include:
Scope of decision making authority
Rights held by other parties, e.g. kick-out rights
Remuneration and whether commensurate with services
provided
Decision maker’s exposure to variability of returns from
other interests held in the investee.
ANNUAL REPORT | 32
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
1.27. Summary of Accounting Standards Issued but not yet Effective (continued)
AASB reference
AASB 13 (issued
September 2011)
Title and Affected
Standard(s):
Fair Value Measurement
Application date:
Annual reporting
periods beginning on or
after 1 July 2013
Nature of Change
Currently, fair value measurement requirements are included in
several Accounting Standards. AASB 13 establishes a single
framework for measuring fair value of financial and non-financial
items recognised at fair value in the Statement of Financial
Position or disclosed in the notes in the financial statements.
Additional disclosures required for items measured at fair value in
the Statement of Financial Position, as well as items merely
disclosed at fair value in the notes to the financial statements.
Extensive additional disclosure requirements for items measured
at fair value that are ‘level 3’ valuations in the fair value
hierarchy that are not financial instruments, e.g. land and
buildings, investment properties etc.
AASB 119 (reissued
September 2011)
Employee Benefits
Main changes include:
Elimination of
the
gains/losses for defined benefit plans
‘corridor’ approach
for deferring
Actuarial gains/losses on remeasuring the defined benefit
plan obligation/asset to be recognised in OCI rather than in
profit or loss, and cannot be reclassified in subsequent
periods
Subtle amendments to timing for recognition of liabilities for
termination benefits
Employee benefits expected to be settled (as opposed to
due to settle under current standard) wholly within 12
months after the end of the reporting period are short-term
benefits, and therefore not discounted when calculating
leave liabilities. Annual leave not expected to be used
wholly within 12 months of end of reporting period will in
future be discounted when calculating leave liability.
Annual reporting
periods beginning on or
after 1 July 2013
AASB 2012-5
(issued June 2012)
Amendments to
Australian Accounting
Standards arising from
Annual Improvements
2009-2011 Cycle
Non-urgent but necessary changes to standards
Annual reporting
periods beginning on or
after 1 July 2013
AASB 2012-9
(issued December
2012)
Amendment to AASB
1048 arising from the
Withdrawal of Australian
Interpretation 1039
Deletes Australian Interpretation 1039 Substantive Enactment of
Major Tax Bills In Australia from the list of mandatory Australian
Interpretations to be applied by entities preparing financial
statements under the Corporations Act 2001 or other general
purpose financial statements.
Annual reporting
periods beginning on or
after 1 July 2013
ANNUAL REPORT | 33
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
2.
PARENT ENTITY INFORMATION
The following information provided relates to the Company, Queste Communications Ltd, as at 30 June 2013.
The information presented below has been prepared using accounting policies outlined in Note 1.
Current Assets
Non Current Assets
TOTAL ASSETS
Current Liabilities
TOTAL LIABILITIES
NET ASSETS
Issued Capital
Reserves
Accumulated Losses
EQUITY
Loss for the Year
Other Comprehensive Income
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(a)
Current Assets
Cash and Cash Equivalents
Cash at Bank
Term Deposit
(b)
Non Current Assets
Investments in Controlled Entity
Shares in Controlled Entity - at cost
Net Change in Fair Value
2013
$
1,217,626
2,476,400
3,694,026
2012
$
1,678,568
2,534,794
4,213,362
118,470
118,470
130,424
130,424
3,575,556
4,082,938
6,192,427
1,178,498
(3,795,369)
3,575,556
6,192,427
1,321,679
(3,431,168)
4,082,938
(364,201)
(443,726)
-
-
(364,201)
(443,726)
351,968
700,000
1,051,968
523,821
1,120,000
1,643,821
3,150,588
(1,370,734)
1,779,854
3,069,452
(1,166,190)
1,903,262
Details of percentage of Ordinary Shares held in
Controlled Entity:
Investment in Controlled Entity
Orion Equities Limited
Incorporated
Australia
Ownership Interest
2013
%
52.58
2012
%
50.88
On 5 April 2013, the Company acquired 1.7% of issued shares of Orion (304,500) on-market at a total
cost of $81,136. The net effect on the Non-Controlling Interest due to the purchase was $150,684.
(c)
Transactions with Related Parties
The Company is deemed to control Orion Equities Limited (OEQ). During the financial year there were
transactions between the Company, OEQ and Associate Entity Bentley Capital Limited (BEL), pursuant to
shared office and administration arrangements. Interest is not charged on such outstanding amounts
and all amounts were fully recovered/repaid by balance date. The following related party transactions
also occurred with related parties:
Bentley Capital Limited
Dividends Received
Return of Capital Received
2013
$
-
445,089
2012
$
59,181
1,335,265
ANNUAL REPORT | 34
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
2.
PARENT ENTITY INFORMATION (continued)
(c)
Transactions with Related Parties (continued)
The Company has provided a $650,000 unsecured interest bearing (at 10% per annum) loan facility to
Orion, with a term currently expiring on 31 December 2013.
Orion Equities Limited
Interest Received on Loan Facility
(d)
Lease Commitments
Not longer than one year
Longer than one year but not longer than five years
Note
24
24
2013
$
-
2012
$
20,060
48,582
-
48,582
78,630
-
78,630
3.
LOSS FOR THE YEAR
The Consolidated Entity's Operating Loss before Income Tax
includes the following items of revenue and expense:
(a)
Revenue
Revenue from Sale of Olive Oils
Rental Revenue
Dividend Revenue
Interest Revenue
Other
Other Revenue
(b)
Expenses
Net Loss on Financial Assets at Fair Value through Profit or Loss
Share of Net Loss of Associate
Olive Oil Operations
Cost of Goods Sold
Impairment and Depreciation of Olive Oil Assets
Other Expenses
Land Operations
Loss on Revaluation of Land held for Development or Resale
Other Expenses
Salaries, Fees and Employee Benefits
Occupancy Expenses
Finance Expenses
Corporate Expenses
ASX Fees
Share Registry
Other Corporate Expenses
Administration Expenses
Professional Fees
Brokerage Fees
Realisation Cost of Investment Portfolio Written Back
Depreciation
Other Administration Expenses
270,967
44,438
306
120,551
436,262
767,427
52,531
223
103,917
924,098
2,804
439,066
75
924,173
1,469,595
102,158
2,648,702
625,086
326,263
361,685
194,844
150,000
15,583
933,496
99,418
2,381
26,794
12,681
4,728
1,182,799
78,359
91,916
160,000
154,608
610,270
94,636
21,441
32,780
11,054
4,569
21,194
3,689
(15,355)
7,340
176,008
3,892,502
6,559
-
(14,974)
7,855
575,375
6,291,035
ANNUAL REPORT | 35
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
4.
INCOME TAX EXPENSE
(a)
The components of Tax Expense comprise:
Current Tax
Deferred Tax
19
2013
$
2012
$
-
57,300
57,300
-
24,864
24,864
(b)
The prima facie tax on Operating Profit before Income Tax is
reconciled to the income tax as follows:
Prima facie tax payable on Operating Profit before Income Tax at 30%
(2012: 30%)
Adjust tax effect of:
(1,036,031)
(1,610,059)
Other Assessable Income
Non-Deductible Expenses
Current Year Tax Losses not brought to account
Share of Net Loss of Associate
Income tax attributable to entity
(c)
Deferred Tax recognised directly in Other
Comprehensive Income
Revaluations of Land & Intangible Assets
(d)
Unrecognised Deferred Tax balances
Unrecognised Deferred Tax Asset - Revenue Losses
Unrecognised Deferred Tax Asset - Capital Losses
81,258
419,365
562,061
30,647
57,300
319,664
857,260
270,473
187,526
24,864
57,300
24,864
2,740,625
246,719
2,987,344
2,487,319
246,719
2,734,038
The above deferred tax assets have not been recognised in respect of the above items because it is not
probable that future taxable profit will be available against which the Consolidated Entity can utilise the
benefits. Revenue and capital tax losses are subject to relevant statutory tests
ANNUAL REPORT | 36
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
5.
INTERESTS OF KEY MANAGEMENT PERSONNEL (KMP)
Refer to the Remuneration Report contained in the Directors' Report for details of the remuneration paid or
payable to each member of the Consolidated Entity's KMP for the year ended 30 June 2013.
The total remuneration paid to KMP of the Consolidated Entity during the year is as follows:
Directors
Short-Term Employment Benefits
Other Long-Term Employment Benefits
Other KMP
Short-Term Employment Benefits
2013
$
590,204
80,941
671,145
-
-
2012
$
574,973
36,058
611,031
48,950
48,950
671,145
659,981
Mr Farooq Khan voluntarily agreed to reduce his base salary by 50% with effect on 1 April 2013 and Mr
Victor Ho (the Company Secretary) agreed to join the Board as an Executive Director on 3 April 2013 at no
further cost to the Company beyond his remuneration as Company Secretary.
There were no options, rights or equity instruments provided as remuneration to KMP and no shares issued
on the exercise of any such instruments during the financial year.
KMP Shareholdings
Fully Paid Ordinary Shares
30 June 2013
Directors
Farooq Khan
Simon Cato (resigned 3 April 2013)
Azhar Chaudhri (resigned 3 April 2013)
Yaqoob Khan
Victor Ho (appointed a Director 3 April 2013)
30 June 2012
Directors
Farooq Khan
Simon Cato
Azhar Chaudhri
Yaqoob Khan
Other KMP
Victor Ho (Company Secretary)
Balance at
Start of Year
Balance at
Appointment
/Cessation Net Change
Balance at
End of Year
193,000
5,235,230
6,223,044
193,000
5,235,230
68,345
17,500
6,398,044
193,000
5,551,230
68,345
17,500
-
-
-
(175,000)
-
(316,000)
-
-
6,223,044
68,345
17,500
6,223,044
193,000
5,235,230
68,345
17,500
ANNUAL REPORT | 37
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
5.
INTERESTS OF KEY MANAGEMENT PERSONNEL (KMP) (continued)
KMP Shareholdings
Partly Paid Ordinary Shares
30 June 2013
Directors
Farooq Khan
Simon Cato (resigned 3 April 2013)
Azhar Chaudhri (resigned 3 April 2013)
Yaqoob Khan
Victor Ho (appointed a Director 3 April 2013)
30 June 2012
Directors
Farooq Khan
Simon Cato
Azhar Chaudhri
Yaqoob Khan
Other KMP
Victor Ho (Company Secretary)
Balance at
Start of Year
Balance at
Appointment
/Cessation Net Change
Balance at
End of Year
-
-
-
20,000,000
20,000,000
-
-
-
-
20,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,000,000
-
-
The disclosures of equity holdings above are in accordance with the accounting standards which require a
disclosure of shares held directly, indirectly or beneficially by each key management person, a close member
of the family of that person, or an entity over which either of these persons have, directly or indirectly,
control, joint control or significant influence (as defined under Accounting Standard AASB 124 Related Party
Disclosures).
Other KMP Transactions
There were no transactions with KMP (or their personally related entities) during the financial year other than
disclosed below.
Former Director, Simon Cato, (who resigned 3 April 2013) is a director of ASX listed Advanced Share Registry
Limited (ASW), which provides share registry services to the Consolidated Entity.
Amounts recognised as expense
Share Registry Fees (to 3 April 2013)
2013
$
10,351
2012
$
11,054
On 1 June 2013, Director, Farooq Khan, entered into a standard form fixed term residential tenancy
agreement with Orion subsidiary Silver Sands Developments Pty Ltd (SSD) to rent the Property Held for
Developmemnt or Resale (refer Note 11). The lease is for a term of 12 months with the monthly rental being
$3,683. As at 30 June 2013, the total rent paid by Mr Khan totalled $7,367.
ANNUAL REPORT | 38
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
6.
AUDITORS' REMUNERATION
During the year the following fees were paid for services provided by the auditor of the parent entity, its
related practices and other non-related audit firms:
BDO Audit (WA) Pty Ltd
Audit and Review of Financial Statements
Taxation Services
2013
$
65,839
13,010
78,849
2012
$
70,707
5,755
76,462
The Consolidated Entity may engage BDO on assignments additional to their statutory audit duties where
their expertise and experience with the Consolidated Entity are important. These assignments principally
relate to taxation advice in relation to the tax notes to the financial statements.
7.
LOSS PER SHARE
Basic and Diluted Loss per Share
2013
cents
(6.73)
2012
cents
(9.85)
The following represents the loss and weighted average number of shares used in the loss per share
calculations:
Net Loss attributable to owners of Queste Communications Ltd
Weighted Average Number of Ordinary Shares
2013
$
(2,014,600)
2012
$
(2,948,509)
Number of
29,927,379
Number of
29,927,379
Under AASB 133 Earnings per Share, potential ordinary shares such as partly paid shares will only be treated
as dilutive when their conversion to ordinary shares would increase the loss per share. Diluted Loss per
Share is not calculated as it does not increase the loss per share.
8.
CASH AND CASH EQUIVALENTS
(a)
Reconciliation of Cash
Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the
related items in the Statement of Financial Position as follows:
Cash at Bank and in Hand
Short-Term Deposits
2013
$
647,596
2,100,000
2,747,596
2012
$
888,853
1,120,000
2,008,853
ANNUAL REPORT | 39
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
8.
CASH AND CASH EQUIVALENTS (continued)
2013
$
2012
$
(b)
Reconciliation of Operating Profit after Income Tax to Net
Cash used in Operating Activities
Loss after Income Tax
(3,510,736)
(5,391,726)
Add Non-Cash Items:
Depreciation
Write Off of Fixed Assets
Net Loss on Financial Assets at Fair Value through Profit or Loss
Loss on Land held for Development or Resale
Loss on Revaluation of Land
Impairment of Brand Name
Share of Net Loss of Associate
Changes in Assets and Liabilities:
Financial Assets at Fair Value through Profit or Loss
Trade and Other Receivables
Inventories
Other Current Assets
Investments accounted for using the Equity Method
Trade and Other Payables
Provisions
Deferred Tax
225,775
16,954
3,113,398
150,000
101,296
25,000
102,158
(19,671)
100,981
136,973
41
-
(106,661)
(27,741)
57,300
365,067
86,214
-
2,648,701
160,000
-
-
625,086
-
(269,641)
721,835
(838)
756,649
(365,594)
5,251
24,864
(999,199)
(c)
Risk Exposure
The Consolidated Entity’s exposure to interest rate risk is discussed in Note 23. The maximum exposure
to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash
equivalents mentioned above.
9.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Current
Listed Investments at Fair Value
Unlisted Investments at Fair Value
(a)
Risk Exposure
The Consolidated Entity’s exposure to price risk is discussed in Note 23.
10.
TRADE AND OTHER RECEIVABLES
Current
Trade Receivables
Interest Receivable
GST Receivable
Receivable from Related Parties
Other Receivables
2013
$
2012
$
723,873
-
723,873
3,781,585
45,570
3,827,155
2013
$
2012
$
18,995
16,261
-
1,487
172,857
209,600
243,656
20,552
15,529
995
50,111
330,843
ANNUAL REPORT | 40
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
10.
TRADE AND OTHER RECEIVABLES (continued)
Non Current
Bonds and Guarantees
2013
$
2012
$
53,085
32,823
(a)
Risk Exposure
The Consolidated Entity’s exposure to credit and interest rate risks is discussed in Note 23.
(b)
Impaired Trade Receivables
None of the Consolidated Entity's receivables are impaired or past due.
11.
INVENTORIES
Current
Bulk Oils - at cost
Packaged Oils - at cost
Non Current
Property held for Development or Resale
Revaluation of Property
2013
$
2012
$
57,716
82,906
140,622
206,320
71,275
277,595
3,797,339
(2,307,339)
1,490,000
3,797,339
(2,157,339)
1,640,000
Property held for development or resale was valued by an independent qualified valuer (an Associate
Member of the Australian Property Institute) on 30 June 2013. The revaluation has been recognised in the
Statement of Profit or Loss and Other Comprehensive Income.
12.
OTHER CURRENT ASSETS
Prepayments
13.
INVESTMENT IN ASSOCIATE ENTITY
2013
$
5,854
2012
$
5,895
Bentley Capital Limited
Movement in Investment
Opening Balance
Share of Net Loss after tax
Dividend Received
Returns of Capital Received
Closing Balance
Ownership Interest
Carrying Amount
2013
%
30.34
2012
%
30.34
2013
$
4,307,391
2012
$
4,854,638
4,854,638
(102,158)
-
(445,089)
4,307,391
7,571,638
(625,086)
(756,649)
(1,335,265)
4,854,638
Fair Value of Listed Investment in Associate
3,226,889
3,338,161
Net Asset Value of Investment
5,542,510
6,089,773
ANNUAL REPORT | 41
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
13.
INVESTMENT IN ASSOCIATE ENTITY (continued)
Summarised Position of Associate
2013
Bentley Capital Limited
2012
Bentley Capital Limited
14.
PROPERTY, PLANT AND EQUIPMENT
Land
At Cost
Revaluation
Buildings
At Cost
Accumulated Depreciation
Plant & Equipment
At Cost
Accumulated Depreciation
Leasehold Improvements
At Cost
Accumulated Depreciation
Assets
$
Liabilities
$
Revenues
$
Net
Profit/(Loss)
$
5,639,089
96,579
285,866
(102,158)
6,197,893
108,120
173,959
(625,086)
2013
$
2012
$
861,214
(101,296)
759,918
861,214
138,687
999,901
117,876
(44,723)
73,153
117,876
(38,792)
79,084
1,435,354
(1,118,982)
316,372
1,452,478
(900,139)
552,339
44,264
(38,906)
5,358
44,264
(37,905)
6,359
1,154,801
1,637,683
ANNUAL REPORT | 42
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
14.
PROPERTY, PLANT AND EQUIPMENT (continued)
Movements in Carrying Amounts
Movements in the carrying amounts for each class of property, plant and equipment between the beginning
and the end of the current financial year.
AT 1 JULY 2011
Revaluation
Additions
Depreciation expense
AT 30 JUNE 2012
AT 1 JULY 2012
Revaluation
Additions
Disposals
Write-Offs
Depreciation expense
Freehold
Land
$
1,028,470
(28,569)
-
-
999,901
999,901
(239,983)
-
-
-
-
AT 30 JUNE 2013
759,918
Buildings
$
85,496
-
-
(6,412)
79,084
79,084
-
-
-
-
(5,931)
73,153
Plant &
Equipment
$
619,205
-
11,857
(78,723)
552,339
552,339
-
5,343
(5,513)
(16,954)
(218,843)
316,372
Leasehold
Improve-
ments
$
7,438
-
-
(1,079)
6,359
6,359
-
-
-
-
(1,001)
5,358
Total
$
1,740,609
(28,569)
11,857
(86,214)
1,637,683
1,637,683
(239,983)
5,343
(5,513)
(16,954)
(225,775)
1,154,801
Land was valued by an independent qualified valuer (an Associate Member of the Australian Property
Institute) on 30 June 2013. The revaluation of $239,983 has been recognised in the Asset Revaluation
Reserve ($138,687; refer Note 21) and the Statement of Profit or Loss and Other Comprehensive Income
15.
OLIVE TREES
Olive Trees - at cost
Revaluation
2013
$
300,000
(234,500)
65,500
2012
$
300,000
(234,500)
65,500
There are approximately 64,500 14 year old olive trees on Orion's 143 hectare Olive Grove located in Gingin,
Western Australia. The fair value of the trees is at the Directors' valuation having regard to, amongst other
matters, replacement cost and the trees commercial production qualities.
16.
INTANGIBLE ASSETS
Water Licence
At Cost
Revaluation
Brand Name
At Cost
2013
$
2012
$
250,000
325,437
575,437
250,000
377,750
627,750
74,996
99,996
650,433
727,746
ANNUAL REPORT | 43
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
16.
INTANGIBLE ASSETS (continued)
AT 1 JULY 2011
Revaluation
AT 30 JUNE 2012
AT 1 JULY 2012
Revaluation
Impairment
AT 30 JUNE 2013
Water
Licence
$
682,062
(54,312)
627,750
627,750
(52,313)
-
575,437
Brand
Name
$
99,996
-
99,996
99,996
-
(25,000)
74,996
Total
$
782,058
(54,312)
727,746
727,746
(52,313)
(25,000)
650,433
The Water Licence pertains to the Olive Grove property in Gingin, Western Australia. As at 30 June 2013, an
independent qualified valuer (a Certified Practising Valuer and Associate Member of the Australian Property
Institute) revalued the water licence downwards by $52,313 from the previous reporting date.
The Brand Name pertains to the ultra premium Dandaragan Estate Olive Oil brand. At 30 June 2013, the
Directors assessed the value of the Brand Name and recognised an impairment expense of $25,000 in the
Statement of Profit or Loss and Other Comprehensive Income.
17.
TRADE AND OTHER PAYABLES
Current
Trade Payables
Dividend Payable
GST Payable
Prepaid Rental Revenue
Other Payables and Accrued Expenses
2013
$
2012
$
26,687
28,302
9,565
-
85,427
149,981
19,975
28,302
44,236
26,951
137,178
256,642
(a)
Risk Exposure
The Consolidated Entity’s exposure to risks arising from current payables is set out in Note 23.
18.
PROVISIONS
Current
Employee Benefits - Annual Leave
Employee Benefits - Long Service Leave
2013
$
2012
$
41,997
132,992
174,989
33,624
169,106
202,730
ANNUAL REPORT | 44
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
18.
PROVISIONS (continued)
(a)
Amounts not expected to be settled within 12 months
The provision for annual leave and long service leave is presented as current since the Consolidated
Entity does not have an unconditional right to defer settlement for any of these employee benefits.
Long service leave covers all unconditional entitlements where employees have completed the required
period of service and also where employees are entitled to pro-rata payments in certain circumstances
Based on past experience, the employees have never taken the full amount of long service leave or
require payment within the next 12 months. The following amounts reflect leave that is not expected to
be taken or paid within the next 12 months:
Leave obligations expected to be settled after 12 months
19.
DEFERRED TAX
Deferred Tax Assets - Non Current
Employee Benefits & Accruals
Fair Value Losses
Deferred Tax Liabilities - Non Current
Fair Value Gains
Other
2013
$
132,992
2012
$
169,106
73,073
21,936
95,009
90,131
4,878
95,009
86,911
271,340
358,251
267,504
90,747
358,251
(a)
Movements - Deferred Tax Assets
AT 1 JULY 2011
Credited/(charged) to the profit and
loss
AT 30 JUNE 2012
Employee
Benefits
$
99,568
Fair Value
Losses
$
745,028
Tax Losses
$
321,292
Total
$
1,165,888
(12,657)
86,911
(473,688)
271,340
(321,292)
-
(807,637)
358,251
AT 1 JULY 2012
86,911
271,340
Credited/(charged) to the profit and
loss
AT 30 JUNE 2013
(13,838)
73,073
(249,404)
21,936
-
-
-
358,251
(263,242)
95,009
(b)
Movements - Deferred Tax Liabilities
AT 1 JULY 2011
Charged/(Credited) to the profit and
loss
Charged to Equity
AT 30 JUNE 2012
AT 1 JULY 2012
Charged/(Credited) to the profit and
loss
Charged to Equity
AT 30 JUNE 2013
Fair Value
Gains
$
1,057,472
Other
$
108,416
Total
$
1,165,888
(789,968)
-
267,504
7,195
(24,864)
90,747
(782,773)
(24,864)
358,251
267,504
90,747
358,251
(177,373)
-
90,131
(28,569)
(57,300)
4,878
(205,942)
(57,300)
95,009
ANNUAL REPORT | 45
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
20.
ISSUED CAPITAL
Fully paid ordinary shares
Partly paid ordinary shares
2013
Number
28,404,879
20,000,000
2012
Number
28,404,879
20,000,000
2013
$
5,887,927
304,500
6,192,427
2012
$
5,887,927
304,500
6,192,427
(a)
Ordinary Shares
At any meeting, each shareholder present in person or by proxy, attorney, or representative has one
vote for each fully paid ordinary share held either upon a show of hands or by a poll. Holders of partly
paid ordinary shares have a fraction of a vote for each partly paid share held, with the fractional vote of
each share being equivalent to the proportion of the total amount paid and payable (excluding amounts
credited) that has actually been paid (not credited) for each share. Amounts paid in advance of a call
are ignored when calculating proportions. The holder of a partly paid ordinary share is not entitled to
vote at a meeting in respect of those shares on which calls are outstanding.
The profits of the Consolidated Entity, which the Directors may from time to time determine to distribute
to shareholders by way of dividends, will be divisible amongst the shareholders in proportion to the
amounts paid on the shares. An amount paid in advance of a call is not to be included as an amount
paid on a share for the purposes of calculating an entitlement to dividends.
There were no movements in fully paid and partly paid ordinary shares during the year.
(b)
Capital Risk Management
The Company's objectives when managing its capital are to safeguard its ability to continue as a going
concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders
and to maintain a capital structure balancing the interests of all shareholders.
The Board will consider capital management initiatives as is appropriate and in the best interests of the
Company and shareholders from time to time, including undertaking capital raisings, share Buy-backs,
capital reductions and the payment of dividends.
21.
RESERVES
Option Premium Reserve
Asset Revaluation Reserve
Revaluations of Freehold Land
Revaluations of Intangible Assets
Less: Deferred Tax on Revaluations
Less: Non-Controlling Interest
2013
$
2,138,012
2012
$
2,138,012
-
325,437
(97,631)
(108,026)
119,780
138,687
377,750
(154,931)
(177,572)
183,934
2,257,792
2,321,946
The movement in the Asset Revaluation Reserve relates to the revaluation of Orion's Olive Grove land from
$999,901 to $759,918 (Note 14) and Orion's Water Licence from $627,750 to $575,437 (Note 16), as
assessed by an independent qualified valuer (a Certified Practising Valuer and Associate Member of the
Australian Property Institute).
ANNUAL REPORT | 46
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
22.
SEGMENT INFORMATION
The operating segments are reported in a manner consistent with the internal reporting provided to the
"Chief Operating Decision Maker". The "Chief Operating Decision Maker", who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the Board of
Directors.
The Board has considered the business and geographical perspectives of
the operating results and
determined that the Consolidated Entity operates only within Australia, with the main segments being
Investments and Olive Oil. Unallocated items are mainly comprised of corporate assets, office expenses and
income tax assets and liabilities.
Olive Oil Investments Unallocated
$
$
$
Total
$
2013
Segment Revenues
Segment Loss before tax
Segment Assets
Segment Liabilities
2012
Segment Revenues
Segment Loss before tax
Segment Assets
Segment Liabilities
270,967
(611,826)
44,451
(1,679,101)
123,648
(1,162,509)
439,066
(3,453,436)
2,008,255
121,504
7,120,466
24,587
2,515,043
273,888
11,643,764
419,979
767,427
(585,648)
52,531
(3,525,108)
104,214
(1,256,106)
924,172
(5,366,862)
2,934,315
185,698
10,650,611
86,366
2,182,056
545,559
15,766,982
817,623
23.
FINANCIAL RISK MANAGEMENT
investments in listed securities, and other unlisted securities. The principal activity of
instruments consist of deposits with banks, accounts receivable and
The Consolidated Entity's financial
payable,
the
Consolidated Entity is the management of these investments - "financial assets at fair value" (refer to Note
9). The Consolidated Entity's investments are subject to market (which includes interest rate and price risk),
credit and liquidity risks.
The Board of Directors is responsible for the overall
framework (which includes risk
management) but no cost-effective internal control system will preclude all errors and irregularities. The
system is based, in part, on the appointment of suitably qualified management personnel. The effectiveness
of the system is continually reviewed by management and at least annually by the Board
internal control
The financial receivables and payables of the Consolidated Entity in the table below are due or payable within
30 days. The financial investments are held for trading and are realised at the discretion of the Board of
Directors.
ANNUAL REPORT | 47
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
23.
FINANCIAL RISK MANAGEMENT (continued)
The Consolidated Entity holds the following financial instruments:
Financial Assets
Cash and Cash Equivalents
Financial Assets at Fair Value through Profit or Loss
Trade and Other Receivables
Financial Liabilities
Trade and Other Payables
NET FINANCIAL ASSETS
Note
8
9
10
17
2013
$
2,747,596
723,873
209,600
3,681,069
2012
$
2,008,853
3,827,155
330,843
6,166,851
(149,981)
(149,981)
(256,642)
(256,642)
3,531,088
5,910,209
(a)
Market Risk
(i)
Price Risk
The Consolidated Entity is exposed to equity securities price risk. This arises from investments held
by the Consolidated Entity and classified in the Statement of Financial Position at fair value through
profit or loss. The Consolidated Entity is not exposed to commodity price risk, save where this has
an indirect impact via market risk and equity securities price risk.
The value of a financial instrument will fluctuate as a result of changes in market prices, whether
those changes are caused by factors specific to the individual instrument or its issuer or factors
affecting all instruments in the market. By its nature as an investment company, the Consolidated
Entity will always be subject to market risk as it invests its capital in securities that are not risk free -
the market price of these securities can and will fluctuate. The Consolidated Entity does not
manage this risk through entering into derivative contracts, futures, options or swaps.
Equity price risk is minimised through ensuring that investment activities are undertaken in
accordance with Board established mandate limits and investment strategies.
The Consolidated Entity has performed a sensitivity analysis on its exposure to market price risk at
balance date. The analysis demonstrates the effect on the current year results and equity which
could result from a change in these risks. The ASX All Ordinaries Accumulation Index was utilised
as the benchmark for the unlisted and listed share investments which are financial assets available-
for-sale or at fair value through profit or loss.
Impact on Post-Tax Profit
2012
$
2013
$
Impact on Other
2013
$
2012
$
ASX All Ordinaries Accumulation Index
Increase 15%
Decrease 15%
1,971,125
(1,971,125)
2,201,273
(2,201,273)
1,971,125
(1,971,125)
2,201,273
(2,201,273)
ANNUAL REPORT | 48
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
23.
FINANCIAL RISK MANAGEMENT (continued)
(a)
Market Risk
(ii)
Interest Rate Risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in
market interest rates. The Consolidated Entity's exposure to market risk for changes in interest
rates relate primarily to investments held in interest bearing instruments. The average interest rate
for the year for the table below is 4.35% (2012: 4.79%). The revenue exposure is immaterial in
terms of the possible impact on profit or loss or total equity.
Cash at Bank and in hand
Short-Term Deposits
2013
$
647,596
2,100,000
2,747,596
2012
$
888,853
1,120,000
2,008,853
(b)
Credit Risk
Credit risk refers to the risk that a counterparty under a financial instrument will default (in whole or in
part) on its contractual obligations resulting in financial loss to the Consolidated Entity. Credit risk arises
from cash and cash equivalents and deposits with banks and financial institutions, including outstanding
receivables and committed transactions. Concentrations of credit risk are minimised primarily by
undertaking appropriate due diligence on potential
investments, carrying out all market transactions
through approved brokers, settling non-market transactions with the involvement of suitably qualified
legal and accounting personnel (both internal and external), and obtaining sufficient collateral or other
loss from defaults. The
security (where appropriate) as a means of mitigating the risk of financial
Consolidated Entity's business activities do not necessitate the requirement for collateral as a means of
mitigating the risk of financial loss from defaults.
The credit quality of the financial assets are neither past due nor impaired and can be assessed by
reference to external credit ratings (if available with Standard & Poor's) or to historical
information
about counterparty default rates. The maximum exposure to credit risk at reporting date is the carrying
amount of the financial assets as summarised below:
Cash and Cash Equivalents
AA-
A-
Trade Receivables (due within 30 days)
No external credit rating available
2013
$
2,743,705
1,665
2,745,370
2012
$
2,007,643
1,728
2,009,371
209,600
330,843
The Consolidated Entity measures credit risk on a fair value basis. The carrying amount of financial
assets recorded in the financial statements, net any provision for losses, represents the Consolidated
Entity's maximum exposure to credit risk.
(c) Liquidity Risk
Liquidity risk is the risk that the Consolidated Entity will encounter difficulty in meeting obligations
associated with financial
liabilities. The Consolidated Entity has no borrowings. The Consolidated
Entity's non-cash investments can be realised to meet trade and other payables arising in the normal
course of business. The financial liabilities disclosed in the above table have a maturity obligation of not
more than 30 days.
ANNUAL REPORT | 49
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
23.
FINANCIAL RISK MANAGEMENT (continued)
(d)
Fair Value Measurements
The fair value of
measurement or for disclosure purposes.
financial assets and financial
liabilities must be estimated for recognition and
The following tables present the Consolidated Entity’s financial assets and liabilities measured and
recognised at fair value at 30 June 2013 categorised by the following levels:
(i)
(ii)
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
(iii)
2013
Financial Assets at Fair Value through
Profit or Loss:
Listed Investments at Fair Value
Unlisted Investments at Fair Value
2012
Financial Assets at Fair Value through
Profit or Loss:
Listed Investments at Fair Value
Unlisted Investments at Fair Value
Level 1
$
Level 2
$
Level 3
$
Total
$
723,873
-
3,781,585
-
-
-
-
-
-
-
723,873
-
-
45,570
3,781,585
45,570
The fair value of investments in unlisted shares are considered level 3 investments as their fair value is
unable to be derived from market data. The Directors assess fair value based on information obtained
from the companies directly.
24.
COMMITMENTS
Not longer than one year
Longer than one year but not longer than five years
2013
$
97,163
-
2012
$
78,630
-
97,163
78,630
The non-cancellable operating lease commitment is the Consolidated Entity's share of the office premises at
Suite 1, 346 Barker Road, Subiaco, Western Australia, and includes all outgoings (exclusive of GST). The
lease is for a one year term expiring 30 June 2014.
ANNUAL REPORT | 50
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
25.
CONTINGENCIES
(a)
Directors' Deeds
The Company has entered into Deeds of Indemnity with each of its Directors indemnifying them against
liability incurred in discharging their duties as Directors/Officers of the Consolidated Entity. At the end
of the financial period, no claims have been made under any such indemnities and accordingly, it is not
possible to quantify the potential financial obligation of the Consolidated Entity under these indemnities.
(b)
Tenement Royalties
The Consolidated Entity is entitled to receive a royalty of 2% of gross revenues (exclusive of GST) from
any commercial exploitation of any minerals from various Australian tenements - EL47/1328 and
PL47/1170 (the Paulsens East Project tenements currently held by Strike Resources Limited (Strike)).
26.
EVENTS OCCURRING AFTER THE REPORTING PERIOD
(a)
(b)
On 5 August 2013, Orion Equities Limited announced its intention to conduct an on-market share buy-
back of up to 1,600,000 shares (Buy-Back). This represents ~9% of the pre Buy-Back and ~10% of the
post Buy-Back total voting shares of the Company. In accordance with ASX Listing Rule 7.33, the
Company will not pay any more than 5% above the average of the market price for the Comapny's
shares over the last 5 days on which sales in the shares were recorded prior to the Buy-Back occurring.
The Buy-Back will expire on 31 July 2014.
On 30 August 2013, Bentley Capital Limited, announced its intention to seek shareholder approval to
undertake a one cent per share return of capital (Return of Capital). The Return of Capital is to be
effected by Bentley seeking shareholder approval for a reduction in the share capital of the company by
returning one cent per share to shareholders - this equates to an aggregate reduction of share capital
by approximately $0.733 million based upon the company’s 73,350,541 shares currently on issue. No
shares will be cancelled as a result of the Return of Capital. Accordingly, the number of shares held by
each shareholder will not change as a consequence of the Return of Capital. The Return of Capital is
subject to Bentley shareholder approval which will be sought at the upcoming 2013 annual general
meeting in November 2013.
If Bentley shareholders approve this Return of Capital, the Company's
entitlement under the Return of Capital is expected to be $17,406 and Orion's entitlement under the
same is expected to be $205,138.
No other matter or circumstance has arisen since the end of the financial year that significantly affected, or
may significantly affect, the operations of the Consolidated Entity, the results of those operations, or the
state of affairs of the Consolidated Entity in future financial years.
ANNUAL REPORT | 51
30 JUNE 2
2013
QUESTE
E COMMUNICAT
A.B.N. 58 08
TIONS LTD
81 688 164
DIR
RECT
TORS
’ DEC
CLAR
RATIO
ON
The Direc
ctors of the Co
ompany declar
re that:
(1)
(2)
(3)
(4)
(5)
Th
St
ac
he financial st
atement of F
ccompanying n
tatements, com
Financial Posi
notes as set ou
mprising the S
tion, Stateme
ut on pages 2
Statement of
ent of Chang
23 to 51 are in
Profit or Loss
ges in Equity
accordance w
s and Other C
and Stateme
with the Corpo
Comprehensiv
ent of Cash
orations Act 20
e Income,
Flow and
001 and:
(a
)
(b
)
comply
professio
with Account
onal reporting;
ting Standard
; and
ds, the Corpo
orations Regu
ulations 2001
and other m
mandatory
give a tru
2013 and
ue and fair vie
d of its perform
ew of the Com
mance for the
mpany’s and C
e year ended o
onsolidated En
on that date;
ntity’s financia
al position as a
at 30 June
In
de
the Directors
ebts as and wh
s’ opinion ther
hen they beco
re are reasona
ome due and p
able grounds t
payable;
to believe that
t the Compan
ny will be able
to pay its
Th
au
he Remunerat
udited Remune
tion Report di
eration Report
isclosures set
t) comply with
out (within t
h section 300A
the Directors’
A of the Corpo
Report) on p
orate Act 2001;
pages 16 to 1
1;
19 (as the
Th
th
fu
Fin
he Directors h
e Executive C
nction) and th
nancial Officer
ave been give
Chairman and
he Company S
r function); an
en the declara
d Managing D
Secretary (the
nd
ations required
Director (the p
person who,
d by section 2
person who p
in the opinion
295A of the Co
performs the
n of the Direct
orporations Ac
Chief Executi
tors, performs
ct 2001 by
ve Officer
s the Chief
Th
of
he Company h
compliance w
has included in
with the Intern
n the notes to
national Financ
o the Financia
cial Reporting
l Statements a
Standards.
an explicit and
d unreserved
statement
This decla
Corporatio
aration is mad
ions Act 2001.
de in accordan
nce with a res
solution of the
e Directors ma
ade pursuant t
to section 295
5(5) of the
Farooq K
Chairma
Khan
an
30 Augu
ust 2013
Victor
Execu
r Ho
tive Director
r and Compa
any Secretar
ry
ANNUAL REPO
A
ORT | 52
Tel: +8 6382 4600
Fax: +8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF QUESTE COMMUNICATIONS LTD
Report on the Financial Report
We have audited the accompanying financial report of Queste Communications Ltd, which comprises
the consolidated statement of financial position as at 30 June 2013, the consolidated statement of
profit or loss and other comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the year then ended, notes comprising a summary of
significant accounting policies and other explanatory information, and the directors’ declaration of
the consolidated entity comprising the company and the entities it controlled at the year’s end or
from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting
Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with
International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. Those standards require that we comply
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the
company’s preparation of the financial report that gives a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001,
which has been given to the directors of Queste Communications Ltd, would be in the same terms if
given to the directors as at the time of this auditor’s report.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
Opinion
In our opinion:
(a)
the financial report of Queste Communications Ltd is in accordance with the Corporations Act
2001, including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 30 June
2013 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed
in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report in the directors’ report for the year ended 30 June 2013.
The directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Queste Communications Ltd for the year ended 30 June
2013 complies with section 300A of the Corporations Act 2001.
BDO Audit (WA) Pty Ltd
Brad McVeigh
Director
Perth, Western Australia
Dated this 30th day of August 2013
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
Compliance with Corporate Governance Council’s
Principles & Recommendations
The extent to which the Company has followed the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations (with 2010 Amendments) is as follows:
Principle
Compliance
CGS References /
Comments
Principle 1: Lay solid foundations for management and oversight
Companies should establish and disclose the respective roles and responsibilities of board and management
1.1 Companies should establish the functions reserved to the board and those delegated
Yes
2, 3.5, 4.1, 4.2
to senior executives and disclose those functions.
1.2 Companies should disclose the process for evaluating the performance of senior
Yes
3.12
executives.
1.3 Companies should provide the information indicated in the Guide to Reporting on
Yes
Annual Reports
Principle 1.
The following material should be included in the corporate governance section of the
annual report:
an explanation of any departure from Recommendations 1.1, 1.2 or 1.3; and
whether a performance evaluation for senior executives has taken place in the
reporting period and whether it was in accordance with the process disclosed.
A statement of matters reserved for the board or the board charter or the statement of
areas of delegated authority to senior executives should be made publicly available, ideally
by posting it to the company’s website in a clearly marked corporate governance section.
Principle 2: Structure the board to add value
Website
CGS
Companies should have a board of an effective composition size and commitment to adequately discharge its responsibilities and duties
2.1 A majority of the board should be independent directors.
2.2 The chair should be an independent director.
No
No
2.3 The roles of chair and chief executive officer should not be exercised by the same
No
individual.
2.4 The board should establish a nomination committee.
No
2.5 Companies should disclose the process for evaluating the performance of the board,
Yes
3.5
3.2, 3.6
3.2
4.2
3.12
Yes
Annual Report
(as applicable)
Website
CGS
its committees and individual directors.
2.6 Companies should provide the information indicated in the Guide to Reporting on
Principle 2.
The following material should be included in the corporate governance statement in the
annual report:
the skills, experience and expertise relevant to the position of director held by each
director in office at the date of the annual report;
the names of the directors considered by the board to constitute independent
directors and the company’s materiality thresholds;
the existence of any of the relationships listed in Box 2.1 and an explanation of why
the board considers a director to be independent, notwithstanding the existence of
these relationships;
a statement as to whether there is a procedure agreed by the board for directors to
take independent professional advice at the expense of the company;
a statement as to the mix of skills and diversity for which the board of directors is
looking to achieve in membership of the board.
the period of office held by each director in office at the date of the annual report;
the names of members of the nomination committee and their attendance at
meetings of the committee, or where a company does not have a nomination
committee, how the functions of a nomination committee are carried out;
ANNUAL REPORT | 55
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
Compliance
CGS References /
Comments
Principle
whether a performance evaluation for the board, its committees and directors has
taken place in the reporting period and whether it was in accordance with the
process disclosed; and
an explanation of any departures from Recommendations 2.1, 2.2, 2.3, 2.4, 2.5 or
2.6.
The following material should be made publicly available, ideally by posting it to the
company’s website in a clearly-marked corporate governance section:
a description of the procedure for the selection and appointment of new directors
and the re-election of incumbent directors;
the charter of the nomination committee or a summary of the role, rights,
responsibilities and membership requirements for that committee; and
the board’s policy for the nomination and appointment of directors.
Principle 3: Promote ethical and responsible decision-making
Companies should actively promote ethical and responsible decision-making
3.1 Companies should establish a code of conduct and disclose the code or a summary of
Yes
6
the code as to:
3.1.1 the practices necessary to maintain confidence in the company’s integrity;
3.1.2 the practices necessary to take into account their legal obligations and the
reasonable expectations of their stakeholders;
3.1.3 the responsibility and accountability of individuals for reporting and investigating
reports of unethical practices;
Code of Conduct
Website
3.2 Companies should establish a policy concerning diversity and disclose the policy or a
Yes (in part)
3.16
summary of that policy. The policy should include requirements for the board to establish
measurable objectives for achieving gender diversity and for the board to assess annually
both the objectives and the progress towards achieving them.
3.2 Companies should establish a policy concerning trading in company securities by
Yes
3.9
directors, officers and employees and disclose the policy or a summary of that policy.
3.3 Companies should disclose in each annual report the measurable objectives for
No
achieving gender diversity set by the board in accordance with the diversity policy and
progress towards achieving them.
Share Trading Policy
Website
3.16
3.4 Companies should disclose in each annual report the proportion of women employees
Yes
3.16
in the whole organisation, women in senior executive positions and women on the board.
Annual Reports
3.5 Companies should provide the information indicated in the Guide to Reporting on
Yes
Annual Reports
Principle 3.
An explanation of any departures from Recommendations 3.1, 3.2, 3.3, 3.4 or 3.5 should
be included in the corporate governance statement in the annual report.
The following material should be made publicly available, ideally by posting it to the
company’s website in a clearly marked corporate governance section:
any applicable code of conduct or a summary; and
the diversity policy or a summary of its main provisions.
Website
CGS
ANNUAL REPORT | 56
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
Principle 4: Safeguard integrity in financial reporting
Companies should have a structure to independently verify and safeguard the integrity of their financial reporting
4.1 The board should establish an audit committee.
No
4.2
4.2 Structure the audit committee so that it:
consists only of non-executive directors;
consists of a majority of independent directors;
is chaired by an independent chair, who is not chair of the board; and
has at least three members.
4.3 The audit committee should have a formal charter.
Not
4.2
applicable
Not
applicable
4.2
4.4 Companies should provide the information indicated in the Guide to Reporting on Principle 4.
Yes
Annual Reports
The following material should be included in the corporate governance statement in the annual
report:
(as
applicable)
Website
CGS
the names and qualifications of those appointed to the audit committee and their
attendance at meetings of the committee or, where a company does not have an audit
committee, how the functions of an audit committee are carried out;
the number of meetings of the audit committee; and
explanation of any departures from Recommendations 4.1, 4.2, 4.3 or 4.4.
The following material should be made publicly available, ideally by posting it to the company’s
website in a clearly marked corporate governance section:
the audit committee charter; and
information on procedures for the selection and appointment of the external auditor and
for the rotation of external audit engagement partners.
Principle 5: Make timely and balanced disclosure
Companies should promote timely and balanced disclosure of all material matters concerning the
company
5.1 Companies should establish written policies designed to ensure compliance with ASX Listing
Yes
8.2
Rule disclosure requirements and to ensure accountability at a senior executive level for that
compliance and disclose those policies or a summary of those policies.
5.2 Companies should provide the information indicated in the Guide to Reporting on Principle 5.
Yes
Annual Reports
An explanation of any departures from Recommendations 5.1 or 5.2 should be included in the
corporate governance statement in the annual report.
Website
CGS
The policies or a summary of those policies designed to guide compliance with Listing Rule
disclosure requirements should be made publicly available, ideally by posting them to the
company's web site in a clearly marked corporate governance section.
Principle 6: Respect the rights of shareholders
Companies should respect the rights of shareholders and facilitate the effective exercise of those rights
6.1 Companies should design and disclose a communications policy for promoting effective
Yes
8.1
communication with shareholders and encouraging their participation at general meetings and
disclose their policy or a summary of that policy.
6.2 Companies should provide the information indicated in Guide to Reporting on Principle 6.
Yes
Annual Reports
An explanation of any departures from Recommendations 6.1 or 6.2 should be included in the
corporate governance statement in the annual report.
The company should describe how it will communicate with its shareholders publicly, ideally by
posting the information on the company’s website in a clearly marked corporate governance
section.
Website
CGS
ANNUAL REPORT | 57
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
Principle 7: Recognise and manage risk
Companies should establish a sound system of risk oversight and management and internal control
7.1 Companies should establish policies for oversight and management of material business risks and
disclose a summary of those policies.
Yes
7.2 The board should require management to design and implement the risk management and internal
Yes
control system to manage the company's material business risks and report to it on whether those risks
are being managed effectively. The board should disclose that management has reported to it as to
the effectiveness of the company's management of its material business risks.
7.1
7.1
7.3 The board should disclose whether it has received assurance from the chief executive officer (or
Yes
7.1
equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance
with section 295A of the Corporations Act is founded on a sound system of risk management and
internal control and that the system is operating effectively in all material respects in relation to
financial reporting risks.
7.4 Companies should provide the information indicated in the Guide to Reporting on Principle 7.
Yes
Annual Reports
The following material should be included in the corporate governance section of the annual report:
an explanation of any departures from best practice recommendations 7.1, 7.2, 7.3 or 7.4;
whether the board has received the report from management under Recommendation 7.2; and
whether the board has received assurances from the chief executive officer (or equivalent) and
the chief financial officer (or equivalent) under Recommendation 7.3.
The following material should be made publicly available, ideally by posting it to the company’s website
in a clearly marked corporate governance section:
a summary of the company’s policies on risk oversight and management of material business
risks.
Principle 8: Remunerate fairly and responsibly
Website
CGS
Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is
clear
8.1 The board should establish a remuneration committee.
8.2 The remuneration committee should be structured so that it:
consists of a majority of independent directors
is chaired by an independent chair
has at least three members
No
No
4.2
4.2
8.3 Companies should clearly distinguish the structure of non-executive directors’ remuneration from
Yes
that of executive directors and senior executives.
Remuneration
Report in the
Directors’ Report
(within Annual
Reports)
8.4 Companies should provide the information indicated in the Guide to Reporting on Principle 8.
Yes
Annual Reports
The following material or a clear cross-reference to the location of the material should be included in
the corporate governance statement in the annual report:
(as applicable)
Website
CGS
the names of the members of the remuneration committee and their attendance at meetings of
the committee or, where a company does not have a remuneration committee, how the functions
of a remuneration committee are carried out;
the existence and terms of any schemes for retirement benefits, other than superannuation, for
non-executive directors; and
an explanation of any departure from Recommendations 8.1, 8.2 or 8.3.
The following material should be made publicly available, ideally by posting it to the company’s website
in a clearly marked corporate governance section:
the charter of the remuneration committee or a summary of the role, rights, responsibilities and
membership requirements for that committee; and
a summary of the company’s policy on prohibiting entering into transactions in associated
products which limit the economic risk of participating in unvested entitlements under any equity-
based remuneration schemes.
ANNUAL REPORT | 58
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STATEMENT (CGS)
1.
Framework and Approach to Corporate
Governance and Responsibility
The Board is committed to maintaining high standards of
corporate governance. Good corporate governance is
about having a set of core values and behaviours that
underpin
ensure
transparency, fair dealing and protection of the interests of
stakeholders.
Company’s
activities
and
the
The Board of Directors supports the Corporate Governance
Principles and Recommendations (“Recommendations”)
developed by the ASX Corporate Governance Council.
The Company’s practices are largely consistent with the
the
Recommendations
implementation
the
Recommendations is not appropriate, for the reasons set
out below in relation to the relevant items.
the Board considers
number
a
that
of
-
of
small
The Board uses its best endeavours to ensure that
exceptions to the Recommendations do not have a
negative impact on the Company and the best interests of
shareholders as a whole.
Details of the Recommendations can be found on the ASX
website at:
http://www.asxgroup.com.au/corporate-governance-
council.htm
2.
Board of Directors - Role and
Responsibilities
In general the Board is responsible for, and has the
authority to determine, all matters relating to the policies,
practices, management and operations of the Company.
The Board is also responsible for the overall corporate
governance of the Company, and recognises the need for
the highest standards of behaviour and accountability in
acting in the best interests of the Company as a whole.
The Board also ensures that the Company complies with
all of its contractual, statutory and any other legal and
final
regulatory obligations.
responsibility
the
Company.
the
The Board has
the successful operations of
for
(4)
(5)
(6)
(7)
(8)
(9)
ensuring that adequate internal control systems
and procedures exist and that compliance with
these systems and procedures is maintained;
the identification of significant business risks and
ensuring that such risks are adequately managed;
the timeliness, accuracy and effectiveness of
communications and reporting to shareholders and
the market;
the establishment and maintenance of appropriate
ethical standards;
responsibilities typically assumed by an audit
committee, including:
(a)
(b)
the audited
reviewing and approving
annual and reviewed half-yearly financial
reports; and
reviewing the appointment of the external
auditor, their independence, the audit fee,
and any questions of resignation or
dismissal;
responsibilities
remuneration committee, including:
typically
assumed
by
a
(a)
(b)
(c)
reviewing
performance of Directors;
the
remuneration
and
for
the
policies
Executives'
setting
remuneration, setting
terms and
conditions of employment for Executives,
undertaking
Executives’
performance, including setting goals and
reviewing progress in achieving those
goals; and
reviews
of
reviewing the Company’s Executive and
employee incentive schemes and making
recommendations
proposed
on
changes; and
any
(10)
responsibilities typically assumed by a nomination
committee including:
(a)
devising criteria for Board membership,
regularly reviewing the need for various
skills and experience on the Board and
for
identifying
nomination as Directors; and
individuals
specific
Where the Board considers that particular expertise or
information is required, which is not available from within
its members, appropriate external advice may be taken
and reviewed prior to a final decision being made.
Without intending to limit the general role of the Board,
the principal functions and responsibilities of the Board
include the matters set out below, subject to delegation as
specified elsewhere in this Statement or as otherwise
appropriate:
(1)
(2)
(3)
formulation and approval of the strategic direction,
objectives and goals of the Company;
the prudential control of the Company’s finances
and operations and monitoring the
financial
performance of the Company;
the resourcing, review and monitoring of executive
management;
(b)
oversight
succession plans.
of Board
and Executive
3.
Board of Directors – Composition, Structure
and Process
size and commitment
The Board has been formed so that it has an effective
to adequately
composition,
discharge its responsibilities and duties, given the current
size of the Company and the scale and nature of its
activities. The names of the Directors currently in office
and their qualifications and experience are stated in the
Directors’ Report for the Company’s latest financial year.
ANNUAL REPORT | 59
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A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
3.1.
Skills, Knowledge and Experience
3.6.
Independence
Directors are appointed based on the specific corporate
and governance skills and experience required by the
Company.
The Board recognises the need for Directors to have a
relevant blend of personal experience in accounting and
finance, law, financial and investment markets, financial
management, public company administration and Director-
level business or corporate experience, having regard to
the scale and nature of the Company’s activities.
The diverse skills and corporate backgrounds of the
directors, disclosed in the Directors’ Report for the
Company’s latest financial year, reflect the mix that the
Board considers appropriate.
A Director is initially appointed by the Board and retires
(and may stand for re-election) at the next Annual General
Meeting after their appointment.
3.2.
Executive Chairman and Managing Director
The Executive Chairman/Managing Director leads the
Board and has responsibility for ensuring that the Board
receives accurate, timely and clear information to enable
Directors to perform their duties as a Board. The
the
Executive Chairman and Managing Director of
Company is Mr Farooq Khan, whose qualifications and
experience are stated in the Directors’ Report for the
Company’s latest financial year.
3.3. Non-Executive Directors
The Company recognises the importance of Non-Executive
Directors and the external perspective and advice that
Non-Executive Directors can offer. One of the current
Board’s three Directors is a Non-Executive Director – Mr
Yaqoob Khan. His qualifications and experience are stated
in the Directors’ Report for the Company’s latest financial
year.
Messrs Azhar Chaudhri and Simon Cato served as Non-
Executive Directors until their retirement from the Board
on 3 April 2013.
3.4.
Executive Directors
Mr Victor Ho was appointed as an Executive Director on 3
April 2013. His qualifications and experience are stated in
the Directors’ Report for the Company’s latest financial
year.
3.5.
Company Secretary
The Company Secretary is appointed by the Board and is
responsible for developing and maintaining the information
systems and processes that are appropriate for the Board
to fulfil its role and is responsible to the Board for ensuring
compliance with Board procedures and governance
matters. The Company Secretary is also responsible for
overseeing and coordinating disclosure of information to
the ASX, as well as communicating with the ASX. The
Company Secretary is Mr Victor Ho, whose qualifications
and experience are stated in the Directors’ Report for the
Company’s latest financial year.
An independent Director, in the view of the Company, is a
Non-Executive Director who:
(1)
(2)
(3)
(4)
(5)
(6)
is not a substantial shareholder of the Company or
an officer of, or otherwise associated directly with,
a substantial shareholder of the Company;
within the last 3 years has not been employed in
an Executive capacity by the Company;
within the last 3 years has not been a principal of
a material professional adviser or a material
consultant to the Company or another group
member, or an employee materially associated
with the provision of material professional or
consulting services;
is not a material supplier or customer of the
Company or another group member, or an officer
of or otherwise associated directly or indirectly
with a material supplier or customer;
has no material contractual relationship with the
the
Company other
Company; and
than as a Director of
is free from any interest and any business or other
relationship which could, or could reasonably be
the
perceived
Director’s ability to act in the best interests of the
Company.
interfere with
to, materially
Mr Farooq Khan (Executive Chairman and Managing
Director) is not regarded as an independent Director,
being an Executive Director of the Company and being a
substantial shareholder of the Company.
Mr Yaqoob Khan is regarded as an independent Director
under the criteria referred to above.
Mr Victor Ho is not regarded as an independent Director,
being an Executive Director of the Company.
Mr Simon Cato (who served as a Non-Executive Director
until 3 April 2013) was regarded as an independent
Director under the criteria referred to above.
Mr Azhar Chaudhri (who served as a Non-Executive
Director until 3 April 2013) was not regarded as an
independent Director as he did not meet the above criteria
for independence adopted by the Company, being a
substantial shareholder of the Company.
The Board considers that the Company is not currently of
a size, nor are its affairs of such complexity, to justify the
expense of the appointment of a majority of independent
Non-Executive Directors. The Board believes that the
individuals on the Board can make, and do make, quality
and independent judgments in the best interests of the
Company on all relevant issues.
ANNUAL REPORT | 60
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QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
3.7.
Conflicts of Interest
To ensure that Directors are at all times acting in the
interests of the Company, Directors must:
(1)
(2)
disclose to the Board actual or potential conflicts
that may or might reasonably be thought to exist
between the interests of the Director or his duties
to any other parties and the interests of the
Company in carrying out the activities of the
Company; and
if requested by the Board, within 7 days or such
further period as may be permitted, take such
necessary and reasonable steps to remove any
conflict of interest.
If a Director cannot or is unwilling to remove a conflict of
interest then the Director must, as per the Corporations
Act, absent himself from the room when Board discussion
and/or voting occurs on matters to which the conflict
relates (save with the approval of the remaining Directors
and subject to the Corporations Act).
3.8. Related-Party Transactions
Related-party transactions include any financial transaction
between a Director and the Company as defined in the
Corporations Act or the ASX Listing Rules. Unless there is
an exemption under the Corporations Act from the
requirement to obtain shareholder approval for the
related-party transaction, the Board cannot approve the
transaction. The Company also discloses related-party
transactions in its financial report, as required under
relevant Accounting Standards.
3.9.
Share Dealings and Disclosures
The Company has adopted a Share Trading Policy (dated
31 December 2010) a copy of which is available for
viewing and downloading from the Company’s website.
3.10. Board Nominations
The Board will consider nominations for appointment or
election of Directors that may arise from time to time,
having regard to the corporate and governance skills
required by the Company and procedures outlined in the
Constitution and the Corporations Act.
3.11. Terms of Appointment as a Director
The current Directors of the Company have not been
appointed for fixed terms. The constitution of the
Company provides that a Director (other than the
Managing Director) may not retain office for more than
three calendar years or beyond the third Annual General
Meeting following their election, whichever is longer,
without submitting himself or herself for re-election. One
third of the Directors (save for a Managing Director) must
retire each year and are eligible for re-election. The
Directors who retire by rotation at each Annual General
Meeting are those with the longest length of time in office
since their appointment or last election.
The initial appointment and last re-election dates of each
Director are listed below.
Director
Farooq Khan
Appointed
10 March 1998
Yaqoob Khan
10 March 1998
AGM Last Re-elected
N/A – being the
Managing Director
18 November 2012 -
due to retire, and
eligible for re-election,
at the 2013 AGM
Victor Ho
3 April 2013
N/A - appointed by the
Azhar Chaudhri
4 August 1998
Board during the year,
and standing for
election at the 2013
AGM
4 November 2011 -
retired as a Director on
3 April 2013
Simon Cato
11 February
10 November 2010 -
2008
retired as a Director on
3 April 2013
3.12. Performance Review and Evaluation
It is the policy of the Board to ensure that the Directors
and Executives of the Company be equipped with the
knowledge and information they need to discharge their
responsibilities effectively and that individual and collective
performance is regularly and fairly reviewed. Directors are
encouraged to attend director training and professional
development courses, as required, at the Company’s
expense. New Directors will have access to all employees
to gain full background on the Company’s operations.
The Board as a whole is responsible for the review of the
performance of
the Executive Chairman/Managing
Director. The Board as a whole has responsibility to review
its own performance and the performance of individual
Directors through a formal self-evaluation process. The
Board conducted a review of this kind during the
Company’s latest financial year. The Chairman also speaks
to Directors
role and
performance as a Director.
individually
regarding
their
The Company has no senior executives other than
Executive Directors.
3.13. Meetings of the Board
The Board holds meetings whenever necessary to deal
with specific matters requiring attention. Directors’
Circulatory Resolutions are also utilised where appropriate
- either in place of or in addition to formal Board meetings.
Each member of the Board is committed to spending
sufficient time to enable them to carry out their duties as a
Director of the Company.
It is recognised and accepted that Board members may
also concurrently serve on other boards, either in an
executive or non-executive capacity.
3.14. Independent Professional Advice
Subject approval by the Chairman, each Director has the
right to seek independent legal and other professional
advice at the Company’s expense concerning any aspect of
the Company’s operations or undertakings in order to fulfil
their duties and responsibilities as a Director.
ANNUAL REPORT | 61
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A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
3.15. Company Information and Confidentiality
4.
Management
to Company Executives.
All Directors have the right of access to all relevant
Company books and
In
accordance with legal requirements and agreed ethical
standards, Directors and employees of the Company have
agreed to keep confidential all information received in the
course of the exercise of their duties and will not disclose
non-public
is
authorised or legally mandated.
information except where disclosure
3.16. Directors’ and Officers’ Deeds
The Company has also entered into a deed with each of
the current Directors and the Company Secretary to
regulate certain matters between the Company and each
officer, both during the time the officer holds office and
after the officer ceases to be an officer of the Company (or
of any of its wholly-owned subsidiaries). A summary of
the terms of such deeds
is contained within the
Remuneration Report in the Directors’ Report for the
Company’s latest financial year and in the 2005 Notice of
AGM dated 18 October 2005.
3.16 Diversity
The Board, senior management and workforce of the
Company currently comprises individuals that are multi-
culturally diverse, together with possessing an appropriate
blend of qualifications and skills.
The Company recognises the positive advantages of a
diverse workplace and is committed to:
(1)
(2)
creating a working environment conducive to the
appointment of well-qualified employees, senior
management and Board candidates; and
identifying ways to promote a corporate culture
which embraces diversity.
The Board has delegated the responsibility of monitoring
and ensuring workplace diversity
the Executive
Chairman/Managing Director.
to
The small size of, and low turnover within, the Company’s
workforce are such that it cannot realistically be expected
to reflect the degree of diversity of the general population.
Given those circumstances, and the current nature and
scale of
the Board has
determined that it is not practicable to set measurable
objectives for achieving gender diversity.
the Company’s activities,
The Board will monitor the extent to which the level of
diversity within the Company is appropriate on an ongoing
basis and, where required, consider measures to improve
it. The Board will further consider the establishment of
objectives for achieving gender diversity as the Company
develops and its circumstances change.
The Company does not currently have any women in on
the Board (and has no senior executives other than
Executive Directors). 50% of the Company’s current
employees are female.
4.1.
Executives
for
the Company’s management.
The Managing Director is responsible and accountable to
the Board
The
Company’s Executive Chairman and Managing Director
roles are fulfilled by one person – Mr Farooq Khan. The
Company presently has one other executive, being
Executive Director and Company Secretary, Victor Ho.
The Board considers that the Company is not currently of
a size, nor are its affairs of such complexity, to justify the
expense of the appointment of an independent Non-
Executive Chairman.
important
The Board is of the opinion that all Directors exercise and
bring to bear an unfettered and independent judgement
towards their duties. The Board is satisfied that Mr Farooq
Khan, as both Chairman and as Managing Director, plays
an
the continued success and
performance of the Company and is able to and does bring
quality and independent judgment to all relevant issues
falling within the scope of the role of a Chairman. The
Board does not consider that his dual role in any way
diminishes the efficient organisation and conduct of the
Board’s overall function.
role
in
The Company does not have a Chief Financial Officer.
that
The Board has determined
the Executive
Chairman/Managing Director is the appropriate person to
make the Chief Executive Officer equivalent declaration
and the Company Secretary is the appropriate person to
make the Chief Financial Officer equivalent declaration in
respect for the Company’s latest financial year, as required
under section 295A of the Corporations Act and in
accordance with the Recommendations.
4.2.
Board and Management Committees
In view of the current composition of the Board (which
comprises the Executive Chairman/Managing Director, an
Executive Director and a Non-Executive Director) and the
nature and scale of the Company’s activities, the Board
formally-constituted
has considered
committees
and
nominations
remuneration would not add value for shareholders, and is
therefore not required.
that establishing
board
audit,
for
Accordingly audit matters, the nomination of new Directors
and the setting, or review, of remuneration levels of
Directors and Executives are reviewed by the Board as a
whole and approved by resolution of the Board (with
abstentions from relevant Directors where there is a
conflict of interest). That is, matters typically dealt with
by audit, nominations and remuneration committees are
dealt with by the full Board.
5.
Remuneration Policy
Please refer to the Remuneration Report in the Directors’
Report for the Company’s latest financial year. Directors
do not currently have any equity-based remuneration.
ANNUAL REPORT | 62
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
6.
Code of Conduct and Ethical Standards
The Company has developed a formal Code of Conduct,
which may be viewed and downloaded
the
Company’s website. The Code sets and creates awareness
of the standard of conduct expected of Directors, officers,
employees and contractors in carrying out their roles.
from
The Company seeks to encourage and develop a culture
which will maintain and enhance its reputation as a valued
corporate citizen and an employer which personnel enjoy
working for. The Code sets out policies in relation to
various corporate and personal behaviour including safety,
discrimination,
law, anti-corruption,
interpersonal conduct, conflict of interest and alcohol and
drugs.
respecting
the
7.
Internal Control, Risk Management and
Audit
7.1.
Internal Control and Risk Management
control
framework
The Board of Directors is responsible for the overall
risk
internal
management) and oversight of the Company’s policies on
and management of risks that have the potential to impact
significantly on operations,
financial performance or
reputation.
includes
(which
The Board recognises that no cost-effective internal
control system will preclude all errors and irregularities.
The system is based, in part, on the appointment of
suitably qualified and experienced service providers and
suitably qualified and experienced management personnel.
The effectiveness of the system is monitored and reviewed
by management on an on-going basis and, at least
annually, by the Board.
On a day-to-day basis, managing the various risks inherent
in the Company’s operations is the responsibility of the
Executive Directors.
Risks facing the Company can be divided into the broad
categories of operations, compliance and market risks.
Operations risk refers to risks arising from day to day
operational activities, which may result in direct or indirect
loss from inadequate or failed internal processes, decision-
making, exercise of judgment, people or systems or
external events. The Executive Directors have delegated
responsibility
identification of
operations risks generally, for putting processes in place to
mitigate them and monitoring compliance with those
processes. The Company has clear accounting and
internal control systems to manage risks to the accuracy of
financial information and other financial risks.
the Board
from
for
Compliance risk is the risk of failure to comply with all
applicable legal and regulatory requirements and industry
standards and the corresponding impact on the Company’s
business,
The
Company’s compliance risk management strategy ensures
compliance with key legislation affecting the Company’s
activities.
financial condition.
reputation and
A key principle of the Company’s compliance risk
management strategy is to foster an integrated approach
where line managers are responsible and accountable for
compliance, within their job descriptions and within overall
guidance developed by the Company Secretary, assisted
by the General Counsel.
The Company’s compliance strategy is kept current with
advice from senior external professionals and the ongoing
training of Executives and other senior personnel involved
in compliance management.
The Company has policies on responsible business
practices and ethical behaviour, including conflict of
interest and share trading policies, to maintain confidence
in the Company’s integrity and ensure legal compliance.
to
risks
risk encompasses
the Company’s
Market
performance from changes in equity prices, interest rates,
currency exchange rates, capital markets and economic
conditions generally. The Board assesses the Company’s
exposure to these risks and sets the strategic direction for
managing them.
The Company’s approach to risk management is not
stationary;
to
developments
in operations and changing market
conditions.
it evolves
constantly
response
in
Further details are also in Note 23 (Financial Risk
Management)
the
Company’s latest financial year.
financial statements
the
for
to
that
the Executive
The Board has determined
Chairman/Managing Director is the appropriate person to
make the Chief Executive Officer equivalent declaration
and the Executive Director/Company Secretary is the
appropriate person to make the Chief Financial Officer
equivalent declaration in respect of for the Company’s
latest financial year, on the risk management and internal
compliance and control systems in the Recommendations.
Management has reported to the Board as to the
its
effectiveness of the Company's management of
material business risks.
7.2.
Audit
The Company's external auditor (Auditor) is selected for
its professional competence, reputation and the provision
of value for professional fees. Within the audit firm, the
partner responsible for the conduct of the Company’s
audits is rotated every five years.
The Auditor is invited to attend the Company’s annual
general meetings (in person or by teleconference) to
answer shareholder questions about the conduct of the
audit and the preparation and content of the Auditor’s
report.
ANNUAL REPORT | 63
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CORPORATE GOVERNANCE
8.
Communications
8.1. Market and Shareholder Communications
is
The Company is owned by shareholders. Increasing
shareholder value
the Company’s key mission.
Shareholders require an understanding of the Company’s
operations and performance to enable them to be aware
of how that mission is being fulfilled. The Directors are
the shareholders’ representatives. In order to properly
perform their role, the Directors must be able to ascertain
the shareholders’ views on matters affecting the Company.
The Board therefore considers it paramount to ensure that
shareholders are informed of all major developments
affecting the Company and have the opportunity to
communicate their views on the Company to the Board.
Information is communicated to shareholders and the
market through various means including:
(1)
(2)
(3)
(4)
(5)
monthly and quarterly cash flow reports released
to ASX, which are posted on the Company’s
website;
is distributed
the Annual Report, which
to
shareholders if they have elected to receive a
printed version and is otherwise available for
viewing and downloading from the Company’s
website;
the Annual General Meeting (AGM) and other
general meetings called in accordance with the
to obtain shareholder
Corporations Act and
approvals as appropriate.
The Executive
Chairman/Managing Director gives an address at
the AGM updating shareholders on the Company's
investment activities;
Half-Yearly Directors’ and Financial Reports which
are posted on the Company’s website; and
other announcements released to ASX as required
under the continuous disclosure requirements of
the ASX Listing Rules and other information that
may be mailed to shareholders, which is also
posted on the Company’s website.
Shareholders communicate with Directors through various
means including:
(1)
(2)
(3)
(4)
having the opportunity to ask questions of
Directors at all general meetings;
the presence of the Auditor at Annual General
Meetings to take shareholder questions on any
issue relevant to their capacity as auditor;
the Company’s policy of expecting Directors to be
available to meet shareholders at Annual General
Meetings; and
the Company making Directors and selected senior
to answer shareholder
employees available
questions submitted by telephone, email and other
means.
The Company actively promotes communication with
shareholders through a variety of measures, including the
use of the Company’s website and email. The Company’s
reports and ASX announcements may be viewed and
downloaded from its website: www.queste.com.au or the
ASX website: www.asx.com.au under ASX code “QUE”.
The Company also maintains an email list for the
distribution of the Company’s announcements via email in
a timely manner.
Continuous Disclosure to ASX
The Board has designated the Executive Director/Company
Secretary as the person responsible for overseeing and
coordinating disclosure of information to ASX, as well as
communicating with ASX.
In accordance with the Corporations Act and ASX Listing
Rule 3.1, the Company immediately notifies ASX of
information concerning the Company that a reasonable
person would expect to have a material effect on the price
or value of the Company’s securities, subject to exceptions
permitted by that rule. A reasonable person is taken to
expect information to have a material effect on the price
or value of the Company’s securities if the information
would, or would be likely to, influence persons who
commonly invest in securities in deciding whether to
acquire or dispose of the Company’s securities.
All staff are required to inform their reporting manager of
any potentially price-sensitive information concerning the
Company as soon as they become aware of it. Reporting
managers are in turn required to inform the Executive
Director to whom they report or, in their absence, the
other Executive Director of any potentially price-sensitive
information.
In general, the Company will not respond to market
speculation or rumours unless required to do so by law or
by the ASX Listing Rules.
Only the Executive Chairman/Managing Director has
general responsibility to speak to the media, investors and
analysts on the Company’s behalf. Other Directors may be
given a brief to do so on particular occasions.
The Company will keep a summary record for internal use
of the issues discussed at group or one-on-one briefings
with investors and analysts, including a record of those
present and the time and place of the meeting.
The Company may request a trading halt from ASX to
prevent trading in its securities if the market appears to be
uninformed. The Executive Directors are authorised to
determine whether to seek a trading halt.
25 October 2013
ANNUAL REPORT | 64
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
ADDITIONAL ASX INFORMATION
as at 24 October 2013
DISTRIBUTION OF LISTED ORDINARY FULLY PAID SHARES
Spread of Holdings
Number of Holders
Number of Units
-
-
-
-
-
1
1,001
5,001
10,001
100,001
Total
1,000
5,000
10,000
100,000
and over
Unmarketable Parcels*
12
56
71
114
25
278
7,254
160,948
665,365
3,232,343
24,338,969
28,404,879
% of Total Issue
Capital
0.026%
0.567%
2.342%
11.380%
85.686%
100.00%
Spread of
Holdings
Number of Holders Number of Units
% of Total Issue
Capital
1
-
4,999
60
128,202
0.451%
*An unmarketable parcel is considered, for the purposes of the above table, to be a shareholding of 4,999
shares or less, being a parcel with a value of $500 or less in total, based upon the Company’s closing
share price on 24 October 2013 of 10 cents per share.
DISTRIBUTION OF UNLISTED PARTLY PAID ORDINARY SHARES
Name
No. of Partly Paid
Shares
Chi Tung Investments Ltd
20,000,000
These 20,000,000 ordinary shares were issued at a price of 20 cents per share and have been partly paid
to 1.5225 cents each and have an outstanding amount payable of 18.4775 cents per share.
VOTING RIGHTS
Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there
are none), at meetings of shareholders of the Company:
(1)
(2)
(3)
(4)
each shareholder entitled to vote may vote in person or by proxy, attorney or representative;
on a show of hands, every person present who is a shareholder or a proxy, attorney or corporate
representative of a shareholder has one vote;
on a poll, every person present who is a shareholder or a proxy, attorney or corporate representative of a
shareholder shall, in respect of each fully paid share held by such person, or in respect of which such
person is appointed a proxy, attorney or corporate representative, have one vote for that share;
The Company’s partly paid shares have a proportional voting entitlement in accordance with the amount
paid up for that share.
ANNUAL REPORT | 65
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
ADDITIONAL ASX INFORMATION
as at 24 October 2013
TOP 20 ORDINARY FULLY PAID SHAREHOLDERS
Rank Shareholder
Shares Held
Total
Shares
%
Issued
Capital
%
Voting
Power*
1
BELL IXL INVESTMENTS LIMITED
CELLANTE SECURITIES
CLEOD PTY LTD
2,599,747
2,053,282
2,748,490
2
FAROOQ KHAN
ISLAND AUSTRALIA PTY LTD
3
MR AZHAR CHAUDHRI
CHI TUNG INVESTMENTS LTD
RENMUIR HOLDINGS LTD
4
MANAR NOMINEES PTY LTD
ZELWER SUPERANNUATION PTY LTD
COWOSCO CAPITAL PTY LTD
MR DONALD GORDON MACKENZIE & MRS GWENNETH EDNA MACKENZIE
MS ROSANNA DE CAMPO
GLENVIEW SERVICES PTY LTD
GIBSON KILLER PTY LTD
MR AYUB KHAN
MRS AFIA KHAN
MR SIMON KENNETH CATO
ROSEMONT ASSET PTY LTD
TOMATO 2 PTY LTD
MR JOHN CHENG-HSIANG YANG & MS PEGA PING PING MOK
MR ANTHONY NEALE KILLER & MRS SANDRA MARIE KILLER
MR GREGORY JOHN MATHESON
MR EUGENE RODRIGUEZ
NICHOLAS PASTERNATSKY
MS JANET BACKHOUSE
MR KEITH FRANCIS OATES & MRS LINDA ANN OATES
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Total
*
Sub-total
7,401,519
26.057%
24.732%
2,286,367
3,668,577
Sub-total
5,954,944
20.965%
19.898%
907,450
1,050,000
3,277,780
Sub-total
5,235,230
18.431%
17.493%
1,825,663
180,500
Sub-total
2,006,163
7.063%
1,150,000
4.049%
676,260
2.381%
268,100
0.944%
235,000
0.827%
220,000
0.775%
215,000
0.757%
6.703%
3.843%
2.260%
0.896%
0.785%
0.735%
0.718%
215,000
0.757%
0.718%
118,000
75,000
Sub-total
193,000
185,019
0.679%
0.651%
136,125
0.479%
130,000
0.458%
110,742
0.390%
110,000
0.387%
103,750
0.365%
100,000
0.352%
100,000
0.352%
0.645%
0.618%
0.455%
0.434%
0.370%
0.368%
0.347%
0.334%
0.334%
24,745,852
87.119%
82.686%
% Voting Power is equivalent to the total number of fully paid ordinary shares on issue (28,404,879) plus the equivalent voting shares
associated with the partly paid shares on issue based on the amount paid up per partly paid share (1,522,500).
ANNUAL REPORT | 66
30 JUNE 2013
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
ADDITIONAL ASX INFORMATION
as at 24 October 2013
SUBSTANTIAL SHAREHOLDERS
Substantial Shareholders
Registered Shareholder
Shares/Voting
Shares Held
%Voting
Power6
Bell IXL Investments Limited
and associates1
BELL IXL INVESTMENTS LIMITED
CELLANTE SECURITIES
CLEOD PTY LTD
Azhar Chaudhri, Renmuir
Holdings Limited and Chi Tung
Investments Ltd2
Farooq Khan and associates4
MR AZHAR CHAUDHRI
CHI TUNG INVESTMENTS LTD
RENMUIR HOLDINGS LTD
CHI TUNG INVESTMENTS LTD
FAROOQ KHAN
ISLAND AUSTRALIA PTY LTD
Manar Nominees Pty Ltd and
Zelwar Superannuation Pty Ltd5
MANAR NOMINEES PTY LTD
ZELWER SUPERANNUATION PTY LTD
2,599,747
2,053,282
2,748,490
907,450
1,050,000
3,277,780
1,522,5003
2,286,367
3,668,577
1,825,663
180,500
24.73%
22.58%
19.89%
6.70%
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Based on the substantial shareholding notice filed by Bell IXL Investments Limited dated 19 September 2012
Based on the substantial shareholding notice filed by Azhar Chaudhri and associates dated 1 May 2012
Voting shares attributable to 20,000,000 partly paid ordinary shares (issued at a price of 20 cents per share) which have been
partly paid to 1.5225 cent each
Based on the substantial shareholding notice filed by Farooq Khan and associate dated 30 April 2012
Based on the substantial shareholding notice filed by Manar Nominees Pty Ltd dated 29 December 2003
Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (28,404,879) plus the equivalent
voting shares associated with the partly paid shares on issue based on the amount paid up per partly paid share (1,522,500).
Movements of less than 1% in voting power are not required to be disclosed to ASX via an update substantial shareholding
notice and accordingly, there may be variances between the shareholdings recorded in the table above and the most recent
substantial shareholding notices lodged on ASX.
ANNUAL REPORT | 67
ASX Code: QUE
Queste Communications Ltd
A.B.N. 58 081 688 164
PRINCIPAL & REGISTERED OFFICE:
Suite 1, 346 Barker Road
Subiaco, Western Australia 6008
SHARE REGISTRY:
Advanced Share Registry Limited
Suite 2, 150 Stirling Highway
Nedlands, Western Australia 6009
Level 6, 225 Clarence Street
Sydney, New South Wales 2000
PO Box 1156, Nedlands
Western Australia 6909
PO Box Q1736, Queen Victoria Building
New South Wales 1230
T | (08) 9214 9777
F | (08) 9214 9701
E | info@queste.com.au
W | www.queste.com.au
T | (08) 9389 8033
F | (08) 9389 7871
E | admin@advancedshare.com.au
W | www.advancedshare.com.au
T | (02) 8096 3502