A.B.N 58 081 688 164
2014
ANNUAL REPORT
CONTENTS
CORPORATE DIRECTORY
Directors’ Report
1
BOARD
Remuneration Report
Auditor’s Independence Declaration
Consolidated Statement of
Profit or Loss and
Comprehensive Income
Consolidated Statement of
Financial Position
Consolidated Statement of
Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial
Statements
Directors’ Declaration
Independent Auditor’s Report
Additional ASX Information
9
15
16
Farooq Khan (Chairman and Managing Director)
(Executive Director)
(Non-Executive Director)
Victor Ho
Yaqoob Khan
COMPANY SECRETARY
Victor Ho
17
PRINCIPAL & REGISTERED OFFICE
Level 2, 23 Ventnor Avenue
West Perth, Western Australia 6005
18
19
20
45
46
48
Telephone:
Facsimile:
Email:
Website:
(08) 9214 9777
(08) 9214 9701
info@queste.com.au
www.queste.com.au
STOCK EXCHANGE
Australian Securities Exchange
Perth, Western Australia
ASX CODE
QUE
Queste’s 2014
Corporate Governance Statement
can be found at the following
URL on the Company’s website
http://www.queste.com.au/corporate-governance
www.queste.com.au
Visit our website for:
•
•
•
Latest News
Market Announcements
Financial Reports
Register your email with us to
receive latest Company
announcements and releases
EMAIL US AT:
info@queste.com.au
SHARE REGISTRY
Advanced Share Registry Services
110 Stirling Highway
Nedlands, Western Australia 6009
Telephone:
Facsimile:
(08) 9389 8033
(08) 9262 3723
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 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
The Directors present their report on Queste Communications Ltd (Company or QUE) and its controlled entities
(the Consolidated Entity or Queste) for the financial year ended 30 June 2014 (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 58.90% shareholding interest in Orion (30 June
2013: 52.58%).
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,
and an olive grove operation.
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)
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
2014
$
451,698
(1,660,780)
(1,209,082)
-
(1,209,082)
(331,184)
(1,540,266)
(5.24)
2013
$
439,066
(3,892,502)
(3,453,436)
(57,300
(3,510,736)
(1,496,136)
(2,014,600)
(6.73)
2014
(5.24)
2013
(6.73)
29,390,385
29,927,379
The Company’s 9,000,000 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 2014.
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QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
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
CAPITAL MANAGEMENT
Securities on Issue
2014
$
1,169,619
1,172,419
4,119,072
1,490,000
175,225
575,437
98,657
1,163,269
9,963,698
(98,657)
(283,117)
9,581,924
6,268,445
3,106,232
3,520,654
(3,313,407)
9,581,924
2013
$
2,747,596
723,873
4,307,391
1,630,622
262,685
650,433
95,009
1,226,155
11,643,764
(95,009)
(324,970)
11,223,785
6,192,427
2,257,792
4,546,707
(1,773,141)
11,223,785
At the Balance Date and the date of this report, the Company has the following securities on issue:
(a)
(b)
28,817,316 listed fully paid ordinary shares (2013: 28,404,879 fully paid ordinary shares); and
9,000,000 unlisted partly paid ordinary shares1; each paid to 1.5225 cents with 18.4775 cents per partly
paid ordinary share outstanding (representing the equivalent of 685,125 voting shares2) (2013:
20,000,000 unlisted partly paid ordinary shares representing the equivalent of 1,522,500 voting shares).
making a total of 29,502,441 voting shares on issue (2013: 29,927,379 voting shares).
There were no securities issued or granted by the Company during or since the financial year.
On 27 June 2014, there was a conversion of 1,000,000 partly paid shares into fully paid shares upon payment of
a call made by the Company in relation to 100% of the outstanding balance (being $0.184775 each or $184,775
in total) due and payable in respect of these 1,000,000 partly paid shares.3
Off-Market Equal Access Share Buy-Back Back
At the Company’s 2013 annual general meeting (AGM) held on 28 November 2013, shareholders approved an
equal access scheme share buy-back of up to 100% of each shareholder’s shares in the Company (Buy-Back),
subject to a maximum cost to the Company of $330,000 (Buy-Back Cap).4
1
2
3
4
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 and also more recently, in the Company’s Share Buy-Back Offer Booklet dated 11 December 2013 and released on ASX on
17 December 2013.
Each partly paid share is treated for voting purposes as being a proportion of a fully paid share, equal to the proportion to which it has
been paid up - 1.5225 cents per share, representing 7.61% of the $0.20 issue price
Refer QUE ASX market announcement released on 30 June 2014: Appendix 3B – Application for Quotation
Refer Information Memorandum (including the Notice of Annual General Meeting, Explanatory Statement and Independent Expert’s
Report) dated 23 October 2013 and released on ASX on 30 October 2013 and Results of 2013 Annual General Meeting market
announcement released on ASX on 28 November 2013
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QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
By way of background:
•
•
•
•
•
•
Queste, as part of a capital management programme for the benefit of shareholders, initiated an on-
market share buy-back in 2012/20135. 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. (This rule 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 an equal
access buy-back scheme as an alternative; allowing shareholders an opportunity to realise their
investment in the Company in an otherwise relatively illiquid market for Queste shares. It is also a cost-
effective way for shareholders to dispose of their interests, as there are generally no brokerage costs
associated with an off-market equal access buy-back scheme.
Accordingly the Company determined, with shareholders’ approval, to conduct an equal access scheme
off-market share buy-back (the Buy-Back).
The Buy-Back was open to all shareholders on an equal basis. Participation by shareholders was entirely
voluntary, in whole or in part, in relation to their shareholding in the Company.
As the Buy-Back Price was set below the net tangible asset (NTA) backing of Queste, the NTA backing of
the Company has increased after completion of the Buy-Back. This benefits remaining shareholders or
those shareholders that only accepted the Company’s offer to buy back a portion of their shares.
Please refer to the AGM Information Memorandum2 and Share Buy-Back Offer Booklet4 for further details
on the Buy-Back.
The record date for determining entitlements to participate in the Buy-Back was 10 December 2013 and on 17
December 2013, a Share Buy-Back Offer Booklet 6 was despatched to eligible shareholders.
Under the Buy-Back (which closed on 21 January 2014):
•
•
587,563 fully paid ordinary shares were bought back for 10 cents per share, at a cost of $58,756; and
10,000,000 partly-paid ordinary shares were bought back for 0.5 of a cent per share, at a cost of $50,000,
with the total cost of the Buy-Back being $108,756.
Queste may consider undertaking further/annual equal access scheme share buy-backs depending on the
Company’s financial position and the liquidity of trading in Queste shares on ASX shares at the relevant time.
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 58.90% of its issued ordinary share capital (2013:
9,367,653 shares and 52.58%). Orion has been recognised as a controlled entity and included as part of
the Queste Consolidated Entity’s results since 1 July 2002.
Queste shareholders are advised to refer to the 30 June 2014 Full Year Report and monthly NTA
disclosures lodged by Orion for further information about the status and affairs of the 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 1.4 below contain information extracted from Orion’s public statements.
5
6
Refer Appendix 3C - Announcement of Buy-Back Notice dated 17 April 2012 and Appendix 3F Final Share Buy-Back Notice dated 1 May
2013.
Refer Share Buy-Back Offer Booklet dated 11 December 2013 and released on ASX on 17 December 2013
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A.B.N. 58 081 688 164
DIRECTORS’ REPORT
1.2. Orion’s Portfolio Details as at 30 June 2014
Asset Weighting
Australian equities
Agribusiness 7
Property held for development and resale
Net tax liabilities (current-year and deferred tax assets/liabilities)
Net cash/other assets and provisions
TOTAL
% of Net Assets
2014
2013
56%
20%
17%
-
7%
49%
19%
15%
-
17%
100%
100%
Major Holdings in Securities Portfolio
Equities
Bentley Capital Limited
Strike Resources Limited
TOTAL
Fair Value
$’million
% of
Net Assets
ASX
Code Industry Sector Exposures
2.97
0.67
34.73%
7.79%
3.64
42.52%
BEL
SRK
Diversified Financials
Materials
1.3. Orion’s On-Market Share Buy-Backs
During the financial year, Orion bought back 1,908,861 shares on-market at a total cost of $508,798 and
at an average buy-back cost (including brokerage) of $0.266 per share pursuant to on-market share buy-
backs announced on 5 August 20138 and 24 February 20149.
1.4. 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 holds 27.76% (20,513,783 shares) of Bentley’s issued ordinary share capital with Queste holding
2.36% (1,740,625 shares) (2013: 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 2014 was 94.5% Australian equities (30 June 2013: 71.50%),
2.7% intangible assets (30 June 2013: 1.72%) and 2.8% net cash/other assets (30 June 2013: 26.78%).
Bentley had net assets of $17.68 million as at 30 June 2014 (30 June 2013: $18.27million) and generated
an after-tax net profit of $0.797 million for the financial year (30 June 2013: $0.34 million net loss).
Bentley has also distributed $0.734 million (via a capital return of one cent per share) and $0.734 million
(via a one cent per share fully franked dividend) during the financial year (2013: $1.467million across two
capital returns of one cent per share).
Orion received $0.205 million from the capital return and $0.205 million from the fully franked dividend
during the financial year (2013: $0.410 million in capital returns).
Queste received $0.017 million from the capital return and $0.017 million from the fully franked dividend
during the financial year (2013: $0.035 million in capital returns).
7
8
9
Agribusiness net assets include olive grove land, olive trees, water licence, buildings and plant and equipment.
Refer Orion’s ASX Appendix 3C - Announcement of Buy-Back dated 5 August 2013 and ASX Appendix 3F Final share Buy-Back Notice
dated 28 February 2014
Refer Orion’s ASX Appendix 3C - Announcement of Additional Buy-Back dated 24 February 2014
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A.B.N. 58 081 688 164
DIRECTORS’ REPORT
Subsequent to 30 June 2014, Bentley announced its intention to pay a fully-franked dividend of 0.95 cent
per share. Orion’s and Queste’s entitlement under the return of capital is expected to be approximately
$194,881 and $16,536 respectively.
Bentley has a long distribution track record, as illustrated below:
Rate per share Nature
Dividend
One cent
Return of capital
One cent
Return of capital
One cent
Return of capital
One cent
Return of capital
One cent
Return of capital
5.0 cents
Dividend (Special)
2.4 cents
Dividend
One cent
Dividend
One cent
Dividend
One cent
Dividend
One cent
Dividend
One cent
Queste’s Entitlement
$17,406
$17,406
$17,406
$17,406
$17,406
$87,031
$41,775
$17,406
$17,406
$17,406
$17,406
$17,406
Orion’s Entitlement
$205,138
$205,138
$205,138
$205,138
$205,138
$1,025,689
$492,331
$205,138
$205,138
$205,138
$205,138
$205,138
Payment Date
21 March 2014
12 December 2013
18 April 2013
30 November 2012
19 April 2012
14 October 2011
26 September 2011
26 September 2011
17 March 2011
30 September 2010
15 March 2010
30 October 2009
Shareholders are advised to refer to the 30 June 2014 Full Year Report and monthly NTA disclosures
lodged by Bentley for further information about the status and affairs of the company.
Information concerning Bentley may be viewed from its website: www.bel.com.au
Bentley’s market announcements may also be viewed from the ASX website (www.asx.com.au) under ASX
code “BEL”.
(b)
Strike Resources Limited (ASX Code: SRK)
Strike Resources Limited (Strike) is a resources company with iron ore exploration and development
projects in Peru.
Orion holds 16,690,802 shares, being 11.48% of Strike’s issued ordinary share capital (2013: 16,690,802
shares and 11.48%).
Information concerning Strike may be viewed from its website: www.strikeresources.com.au
Strike’s market announcements may also be viewed from the ASX website (www.asx.com.au) under ASX
code “SRK”.
(c) Other Assets
Orion also owns:
•
•
a 143 hectare commercial olive grove operation (with approximately 64,500, 15 year old olive tree
plantings) located in Gingin, Western Australian; and
a property held for redevelopment or sale but currently rented out located in Mandurah, Western
Australia.
ANNUAL REPORT | 5
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QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
2.
Queste’s Other Assets
In addition to the investment in controlled entity, Orion, Queste has:
(i)
(ii)
(iii)
a direct share investment in Associate entity, Bentley, being 1,740,625 shares (or 2.36% of
Bentley’s issued ordinary share capital) (2013: 1,740,625 shares and 2.37%);
other investments of $254,057 (2013: $3,788); and
a cash holding of $567,929 (2013: $1,051,968).
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.
The Company notes that it lodges Monthly and Quarterly Cash Flow Reports on ASX, which may be may
be viewed and downloaded from the Company’s website: www.queste.com.au or the ASX website
(www.asx.com.au) under ASX Code: QUE.
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.
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) (which has been
repealed recently and which carbon pricing mechanism under the same ceases to have effect from 1 July 2014).
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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A.B.N. 58 081 688 164
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 shares10
Other current directorships
in listed entities
(1)
(2)
(3)
Executive Chairman of Bentley Capital Limited (BEL) (since 2 December 2003)
Executive Chairman of Orion Equities Limited (OEQ) (since 23 October 2006)
Alternate Director to Victor Ho, who is Non-Executive Director of Strike Resources Limited
(SRK) (since 20 January 2014)
Former directorships in
other listed entities in
past 3 years
Alara Resources Limited (AUQ) (18 May 2007 to 31 August 2012)
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), CTA
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
(1)
(2)
(3)
(4)
Executive Director and Company Secretary of Orion Equities Limited (OEQ) (Secretary
since 2 August 2000 and Director since 4 July 2003)
Non-Executive Director of Strike Resources Limited (SRK) (since 24 January 2014)
Company Secretary of Bentley Capital Limited (BEL) (since 5 February 2004)
Company Secretary of Alara Resources Limited (AUQ) (since 4 April 2007)
Former positions in other
listed entities in past 3
years
None
10
Refer also Farooq Khan’s Change of Director’s Interest Notice dated 30 April 2012
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A.B.N. 58 081 688 164
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.
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
8
8
8
8
8
8
There were no meetings of committees of the Board of the Company.
Board Committees
During the financial year and as at the date of this Directors’ Report, the Company did not have separate
designated Audit or Remuneration Committees. In the opinion of the Directors, in view of the size of the
Board and nature and scale of the Consolidated Entity's activities, matters typically dealt with by an Audit
or Remuneration Committee are dealt with by the full Board.
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A.B.N. 58 081 688 164
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 (5) 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)
Mr Farooq Khan (Executive Chairman and Managing Director) - a base salary of $125,000
(voluntarily reduced to $62,500 with effect on 1 April 2013 to assist the Company in reducing its
corporate overheads) per annum plus employer superannuation contributions.
Mr Victor Ho (Executive Director and Company Secretary) - 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; and
Mr Yaqoob Khan (Non-Executive Director) - 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.
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.
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A.B.N. 58 081 688 164
REMUNERATION REPORT
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.
2014
2013
2012
2011
2010
Profit/(Loss) Before Income Tax ($)
(1,209,082)
(3,453,436)
(5,366,862)
(2,957,447)
55,614
Basic Earnings/(Loss) per Share (cents)
(5.24)
(6.73)
(9.85)
(5.52)
2.50
Dividends Paid ($)
VWAP Share Price on ASX for financial year ($)
Closing Bid Share Price at 30 June ($)
-
0.14
0.14
-
0.09
0.09
-
0.11
0.10
-
0.15
0.12
-
0.13
0.13
(2)
Shares held by Key Management Personnel
The number of ordinary shares in the Company during the 2014 reporting period held by Key Management
Personnel, including their related parties are set below:
Key Management Personnel
Executive Directors:
Farooq Khan
Victor Ho
Non-Executive Director:
Yaqoob Khan
Balance at
30 June 2013
Additions
Received as part
Of remuneration
Disposals
Balance at
30 June 2014
6,223,044
17,500
68,345
-
-
-
-
-
-
-
-
-
6,223,044
17,500
68,345
Note: The disclosures of shareholdings above are in accordance with the accounting standards which require
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).
ANNUAL REPORT | 10
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
REMUNERATION REPORT
(3) 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
2014
Key
Management
Person
Executive Directors:
Farooq Khan
Victor Ho
Performance
related
Short-term Benefits
Post-
Employment
Benefits
Other
Long-term
Benefits
Cash, salary
and
commissions
$
%
-
53,485
45,000
Non-cash
benefit Superannuation
$
$
-
-
5,603
4,162
-
Long
service
leave
$
7,091
-
-
Non-Executive Director:
Yaqoob Khan
-
15,000
Victor Ho is also Company Secretary of the Company.
2013
Key
Management
Person
Performance
related
Short-term Benefits
Post-
Employment
Benefits
Other
Long-term
Benefits
Cash, salary
and
commissions
%
Non-cash
benefit Superannuation
Executive Director:
Farooq Khan
Victor Ho+
Non-Executive Directors:
Yaqoob Khan
Azhar Chaudhri*
Simon Cato*
-
-
-
-
-
$
97,356
45,000
15,000
11,250
11,250
$
-
-
-
-
-
$
9,844
4,050
-
-
1,013
+
*
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
Paid by Orion to Key Management Personnel (who are also KMP of Queste)
2014
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
Non-Executive Director:
Yaqoob Khan
-
-
-
213,942
75,000
35,000
-
-
-
23,125
6,937
-
Long
service
leave
$
12,019
-
-
-
-
Long
service
leave
$
36,058
-
-
Equity
Based
Shares &
Options
$
Total
$
-
-
66,179
49,162
-
15,000
Equity
Based
Shares &
Options
$
-
-
-
-
-
Total
$
119,219
49,050
15,000
11,250
12,263
Equity
Based
Shares &
Options
$
Total
$
-
-
273,125
81,937
-
35,000
ANNUAL REPORT | 11
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
REMUNERATION REPORT
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#
-
-
-
229,106
75,000
39,580
Non-Executive Director:
Yaqoob Khan
-
25,000
-
-
-
-
Equity
Based
Shares &
Options
$
Total
$
-
-
-
272,500
81,750
85,113
Long
service
leave
$
26,924
-
41,998
16,470
6,750
3,535
-
-
-
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.
Victor Ho is also Company Secretary of Orion.
The tables above may be aggregated to arrive at the aggregate amount of each element of remuneration
of each Key Management Personnel paid or payable by the Consolidated Entity (ie. Queste and Orion)
during the financial year.
(4) Other KMP Transactions
On 1 June 2014, Orion subsidiary, Silver Sands Developments Pty Ltd (SSD) entered into a fixed term
standard form residential tenancy agreement with Orion (and Queste) Director, Farooq Khan, to rent out
Orion’s Property Held for Development or Resale. The lease is for a term of 12 months with the monthly
rental being $3,683.
(5) 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.
(6) Voting and Comments on the Remuneration Report at the 2013 AGM
At the Company’s 2013 AGM, a resolution to adopt the 2013 Remuneration Report was not passed by a
majority of shareholders. This constitutes a "first strike" under the executive remuneration related
provisions of the Corporations Act. The Board has reviewed the Company’s remuneration policy and
believes that the Company’s remuneration structure and practices are appropriate as detailed in this
Remuneration Report.
This concludes the audited Remuneration Report.
ANNUAL REPORT | 12
30 JUNE 2014
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
(tax services) provided during the financial year are set out below:
Audit & Review
Fees
$
Consolidated Entity
Non-Audit
Services
$
59,612
6,569
Total
$
66,181
Audit & Review
Fees
$
Company
Non-Audit
Services
$
24,040
2,660
Total
$
26,700
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 | 13
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001
forms part of this Directors Report and is set out on page 15. This relates to the Audit Report, where the
Auditors state that they have issued an independence declaration.
EVENTS SUBSEQUENT TO BALANCE DATE
The Directors are not aware of any other matters or circumstances at the date of this Directors’ Report, other
than those referred to in this Directors’ Report (in particular, in Review of Operations) or the financial statements
or notes thereto (in particular Note 29, that have significantly affected or may significantly affect the operations,
the results of operations or the state of affairs of the Company in subsequent financial years.
Signed for and on behalf of the Directors in accordance with a resolution of the Board.
Farooq Khan
Chairman
29 August 2014
Victor Ho
Executive Director and Company Secretary
ANNUAL REPORT | 14
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
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 2014, I declare that, to the
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of 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, 29 August 2014
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 2014
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 2014
Revenue
Other
Share of Net Profit of Associate
Other Revenue
Total Revenue
Expenses
Net Loss on Financial Assets at Fair Value through Profit or Loss
Share of Net Loss of Associate
Cost of Goods Sold in relation to Olive Oils Operations
Olive Oil Operation Expenses
Land Operation Expenses
Personnel Expenses
Occupancy Expenses
Corporate Expenses
Finance Expenses
Administration Expenses
Loss Before Income Tax
Income Tax Expense
Loss for the Year from Continuing Operations
Loss for the Year from Discontinued Operations
Loss for the Year
Other Comprehensive Income
Revaluation of Assets, Net of Tax
Total Comprehensive Loss for the Year
Profit/(Loss) Attributable to:
Owners of Queste Communications Ltd
Non-Controlling Interest
Total Comprehensive Income for the Year is Attributable to:
Continuing operations
Discontinuing operations
Owners of Queste Communications Ltd
Continuing operations
Discontinuing operations
Non-Controlling Interest
Basic Loss per Share (cents) from continuing operations
Basic Loss per Share (cents) from discontinuing operations
Basic Loss per Share (cents) attributable to
the ordinary equity holders of the Company
Note
2
2
3
4
4
5
2014
$
109,275
256,768
12,619
378,662
2013
$
200,020
-
2,804
202,824
(117,649)
-
(11,209)
(183,073)
(7,690)
(756,539)
(129,127)
(47,037)
(3,589)
(220,976)
(1,098,227)
(1,469,595)
(102,158)
(52,867)
(483,071)
(165,583)
(933,496)
(99,418)
(44,203)
(2,381)
(192,876)
(3,342,824)
-
(1,098,227)
(57,300)
(3,400,124)
(110,855)
(1,209,082)
(110,612)
(3,510,736)
-
(1,209,082)
(64,154)
(3,574,890)
(1,540,266)
331,184
(1,209,082)
(2,014,600)
(1,496,136)
(3,510,736)
(1,429,411)
(110,855)
(1,540,266)
(1,968,142)
(110,612)
(2,078,754)
331,184
(1,496,136)
-
-
331,184
(1,496,136)
(1,209,082)
(3,574,890)
(4.86)
(0.38)
(6.36)
(0.37)
(5.24)
(6.73)
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 16
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 30 June 2014
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
6
7
8
9
10
8
9
11
12
13
14
17
15
16
17
18
19
20
2014
$
1,169,619
1,172,419
154,771
-
6,124
2013
$
2,747,596
723,873
209,600
140,622
5,854
2,502,933
3,827,545
20,454
1,490,000
4,119,071
1,091,646
65,500
575,437
98,657
53,085
1,490,000
4,307,391
1,154,801
65,500
650,433
95,009
7,460,765
7,816,219
9,963,698
11,643,764
165,760
117,357
149,981
174,989
283,117
324,970
98,657
95,009
98,657
95,009
381,774
419,979
9,581,924
11,223,785
6,268,445
3,106,232
(3,313,407)
6,061,270
6,192,427
2,257,792
(1,773,141)
6,677,078
3,520,654
4,546,707
9,581,924
11,223,785
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 17
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
for the year ended 30 June 2014
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Non-
Controlling
Interest
$
Total
$
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 Owners:
Transactions with
Non-Controlling Interest
-
-
-
-
-
(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
Balance at 1 July 2013
6,192,427
2,257,792
(1,773,141)
4,546,707
11,223,785
Profit/(Loss) for the Year
Other Comprehensive Income
Total Comprehensive
Loss for the Year
Transactions with Owners in
their capacity as Owners:
Transactions with Non-
Controlling Interest
Share Buy-Back
Partly Paid Shares
19
18
18
-
-
-
-
-
-
(1,540,266)
331,184
(1,209,082)
-
-
-
(1,540,266)
331,184
(1,209,082)
-
848,440
(108,757)
184,775
-
-
-
-
-
(1,357,237)
-
-
(508,797)
(108,757)
184,775
Balance at 30 June 2014
6,268,445
3,106,232
(3,313,407)
3,520,654
9,581,924
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 18
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF CASH FLOWS
for the year ended 30 June 2014
Cash Flows from Operating Activities
Receipts from Customers
Dividends Received
Interest Received
Payments to Suppliers and Employees
Interest Paid
Sale of Financial Assets at Fair Value through Profit or Loss
Purchase of Financial Assets at Fair Value through Profit or Loss
Note
2014
$
2013
$
240,183
222,770
75,125
(1,362,441)
(375)
-
(250,000)
412,545
306
124,842
(1,796,391)
(367)
1,624,132
-
Net Cash Provided By/(Used In) Operating Activities
6
(1,074,738)
365,067
Cash Flows from Investing Activities
Purchase of Plant and Equipment
Proceeds from Sale of Plant and Equipment
Return of Capital Received
Proceeds from Sale of Investment Securities
Purchase of Investment Securities
(43,004)
-
222,544
-
(250,000)
(5,343)
5,513
445,089
19,671
(91,254)
Net Cash Provided by Investing Activities
(70,460)
373,676
Cash Flows from Investing Activities
Queste Off-Market Share Buy Back
Orion On-Market Share Buy Back
Proceeds from calls on Partly Paid Shares
Net Cash Used in Financing Activities
18
19
(108,756)
(508,798)
184,775
(432,779)
-
-
-
-
Net Increase /(Decrease) in Cash Held
(1,577,977)
738,743
Cash and Cash Equivalents at Beginning of Financial Year
2,747,596
2,008,853
Cash and Cash Equivalents at End of Financial Year
6
1,169,619
2,747,596
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 19
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
1.
SUMMARY OF ACCOUNTING POLICIES
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated.
The financial statement includes the financial statements for the
Consolidated Entity consisting of Queste Communications Ltd and
its subsidiaries. Queste Communications Ltd is a company limited
by shares, incorporated in Western Australia, Australia and whose
shares are publicly traded on the Australian Securities Exchange
(ASX).
1.1.
Basis of preparation
These general purpose financial statements have been prepared
in accordance with Australian Accounting Standards, other
authoritative pronouncements of the Australian Accounting
Standards Board, Urgent Issues Group Interpretations and the
Corporations Act 2001, as appropriate for for-profit entities.
Compliance with IFRS
The consolidated financial statements of the Consolidated Entity,
Queste Communications Ltd, also comply with International
Financial Reporting Standards
the
International Accounting Standards Board (IASB).
(IFRS) as
issued by
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 subsidiary of Queste Communications Ltd as at 30
June 2014 and the results of its subsidiary for the year then
ended. Queste Communications Ltd and its subsidiary are
referred to in this financial statement as the Consolidated Entity.
Subsidiaries are all entities (including structured entities) over
which the Consolidated Entity has control. The Consolidated
Entity controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the group. They are
deconsolidated from the date that control ceases. Information on
the controlled entity is contained in Note 22 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.
The Consolidated Entity treats transactions with non-controlling
interests that do not result in a loss of control as transactions with
equity owners of the Consolidated Entity. A change in ownership
interest results in an adjustment between the carrying amounts of
the controlling and non-controlling interests to reflect their
relative interests in the subsidiary. Any difference between the
amount of the adjustment to non-controlling interests and any
consideration paid or received is recognised in a separate reserve
within equity attributable to owners of Queste Communications
Ltd.
Changes in Ownership Interests
When the Consolidated Entity ceases to have control or significant
influence, any retained interest in the entity is re-measured to its
fair value with the change in carrying amount recognised in profit
or loss. The fair value becomes the initial carrying amount for the
purposes of subsequently accounting for the retained interest as
an associate or financial asset. In addition, any amounts
previously recognised in other comprehensive income in respect
of that entity are accounted for as if the Consolidated Entity has
directly disposed of the related assets or liabilities. This may
mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant
influence is retained, only a proportionate share of the amounts
previously recognised
income are
reclassified to profit or loss where appropriate.
in other comprehensive
1.3.
Investments in Associates
Associates are all entities over which the Consolidated Entity has
significant influence but not control or joint control, generally
accompanying a shareholding of between 20% and 50% of the
voting rights. Investments in associates in the consolidated
financial statements are accounted for using the equity method of
accounting, after initially being recognised at cost. Under this
method, the Consolidated Entity’s share of the post-acquisition
profits or losses of associates are recognised in the consolidated
Statement of Profit or Loss and Other Comprehensive Income,
and its share of post-acquisition movements in reserves is
recognised in other comprehensive income. The cumulative post-
acquisition movements are adjusted against the carrying amount
of the investment (refer Note 11).
Dividends receivable from associates are recognised in the
Company’s Statement of Profit or Loss and Other Comprehensive
Income, while in the consolidated financial statements they
reduce the carrying amount of the investment. When the
Consolidated Entity’s share of losses in an associate equals or
exceeds its interest in the associate, including any other
unsecured long-term receivables, the Consolidated Entity does
not recognise further losses, unless it has incurred obligations or
made payments on behalf of the associate.
Unrealised gains on transactions between the Consolidated Entity
and its associates are eliminated to the extent of the Consolidated
Entity’s interest in the associates. Unrealised losses are also
eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of
associates have been changed where necessary to ensure
consistency with the policies adopted by the Consolidated Entity.
All associated entities have a June financial year-end.
1.4. Operating Segment
Operating segments are presented using the ‘management
approach’, where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision
Makers (CODM). The CODM is responsible for the allocation of
resources
their
performance.
segments and assessing
to operating
ANNUAL REPORT | 20
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
1.5. Revenue Recognition
Revenue is measured at the fair value of the consideration
received or receivable. Revenue is recognised to the extent that
it is probable that the economic benefits will flow to the
Consolidated Entity and the revenue can be reliably measured.
All revenue is stated net of the amount of goods and services tax
(GST) except where the amount of GST incurred is not
recoverable from the Australian Tax Office. The following specific
recognition criteria must also be met before revenue
is
recognised:
Sale of Goods and Disposal of Assets
Revenue from the sale of goods and disposal of other assets is
recognised when the Consolidated Entity has passed control of
the goods or other assets to the buyer.
Contributions of Assets
Revenue arising from the contribution of assets is recognised
when the Consolidated Entity gains control of the asset or the
right to receive the contribution.
Interest Revenue
Interest revenue is recognised on a proportional basis taking into
account the interest rates applicable to the financial assets.
Dividend Revenue
Dividend revenue is recognised when the right to receive a
dividend has been established. The Consolidated Entity brings
dividend revenue to account on the applicable ex-dividend
entitlement date.
Deferred tax liabilities and assets are not recognised for
temporary differences between the carrying amount and tax
bases of investments in controlled entities where the parent entity
is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse
in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
Current and deferred tax balances attributable to amounts
recognised directly in other comprehensive income or equity are
also recognised directly in other comprehensive income or equity.
1.7. Goods and Services Tax (GST)
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
Other Revenues
Other revenues are recognised on a receipts basis.
1.8.
Employee Benefits
1.6.
Income Tax
The income tax expense or revenue for the period is the tax
payable on the current period’s taxable income based on the
notional income tax rate for each taxing jurisdiction adjusted by
changes in deferred tax assets and liabilities attributable to
temporary differences between the tax bases of assets and
liabilities and their carrying amounts in the financial statements,
and to unused tax losses (if applicable).
Deferred tax assets and liabilities are recognised for temporary
differences at the tax rates expected to apply when the assets are
recovered or liabilities are settled, based on those tax rates which
are enacted or substantively enacted for each taxing jurisdiction.
The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the
deferred tax asset or liability. An exception is made for certain
temporary differences arising from the initial recognition of an
asset or a liability. No deferred tax asset or liability is recognised
in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time
of the transaction did not affect either accounting profit or taxable
profit or loss.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary
differences and losses. The amount of deferred tax assets
benefits brought to account or which may be realised in the
future, is based on the assumption that no adverse change will
occur in income taxation legislation and the anticipation that the
Consolidated Entity will derive sufficient future assessable income
to enable the benefit to be realised and comply with the
conditions of deductibility imposed by the law.
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.
Employer superannuation contributions are made by
the
Consolidated Entity in accordance with statutory obligations and
are charged as an expense when incurred.
Other long-term employee benefit obligations
The liability for long-service leave is recognised in the provision
for employee benefits and measured as the present value of
expected future payments to be made in respect of services
provided by employees up to the reporting date. Consideration is
given to expected future wage and salary levels, experience of
employee departures and periods of service.
1.9.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held
at call with banks, other short-term highly liquid investments with
original maturities of three months or less, and bank overdrafts.
Bank overdrafts (if any) are shown within short-term borrowings
in current liabilities on the Statement of Financial Position.
1.10. Receivables
Trade and other receivables are recorded at amounts due less
any provision for doubtful debts. An estimate for doubtful debts
is made when collection of the full amount is no longer probable.
Bad debts are written off when considered non-recoverable.
ANNUAL REPORT | 21
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
1.11. Dividends Policy
appropriate quoted market price for financial liabilities is the
current ask price.
Provision is made for the amount of any dividend declared, being
appropriately authorised and no longer at the discretion of the
entity, on or before the end of the financial year but not
distributed at the Balance Date.
1.12. Investments and Other Financial Assets and
Liabilities
Financial instruments are initially measured at cost on trade date,
which includes transaction costs, when the related contractual
rights or obligations exist. Subsequent to initial recognition these
instruments are measured as set out below.
Financial assets at fair value through profit and loss
A financial asset is classified in this category if acquired principally
for the purpose of selling in the short term or if so designated by
management and within the requirements of AASB 139:
Recognition and Measurement of Financial Instruments. Realised
and unrealised gains and losses arising from changes in the fair
value of these assets are included in the Statement of Profit or
Loss and Other Comprehensive Income in the period in which
they arise.
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
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
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
Note 7).
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.
ANNUAL REPORT | 22
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
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.
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.
ANNUAL REPORT | 23
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
1.24. Biological Assets
Biological assets are initially, and subsequent to initial recognition,
measured at their fair value less any estimated point-of-sale
costs. Gains or losses arising on initial or subsequent recognition
are accounted for via the profit or loss for the period in which the
gain or loss arises. Agricultural produce harvested from the
biological assets shall be measured at its fair value less estimated
point-of-sale costs at the point of harvest.
1.25. Comparative Figures
Certain comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
1.26. Critical accounting judgements and estimates
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 | 24
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
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 15 (issued
June 2014)
Revenue from contracts
with customers
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.
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.
An entity will recognise revenue to depict the transfer of
promised good or services to customers in an amount that
reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This means that
revenue will be recognised when control of goods or services is
transferred, rather than on transfer of risks and rewards as is
currently the case under IAS 18 Revenue.
Application date
1 July 2017
Annual reporting
periods beginning on or
after 1 July 2017
AASB 2012-6
(issued September
2012)
Amendments to
Australian Accounting
Standards - Mandatory
Effective Date of AASB 9
and Transition
Disclosures
Defers the effective date of AASB 9 to 1 January 2015. Entities
are no longer required to restate comparatives on first time
adoption. Instead, additional disclosures on the effects of
transition are required.
1 July 2015
AASB 2013-5
(issued August
2013)
Amendments to
Australian Accounting
Standards -Investment
Entities
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.
1 July 2014
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 AASB 12 Disclosure of Interests in Other
Entities and amends AASB 127 Separate Financial Statements.
AASB 2013-3
(issued June 2013)
Amendments to AASB
136 – Recoverable
Amount Disclosures for
Non-Financial Assets
Clarifies the disclosure requirements for cash-generating units
(CGUs) with significant amounts of goodwill and intangibles with
indefinite useful lives and also adds additional disclosures when
recoverable amount is determined based on fair value less costs
to sell.
1 July 2014
ANNUAL REPORT | 25
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
2.
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
Share of Net Profit of Associate
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
Net Loss on disposal of brand, equipment and inventory
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
Audit Fees
Legal Fees
Realisation Cost of Investment Portfolio Written Back
Depreciation
Other Administration Expenses
3.
INCOME TAX EXPENSE
The components of Tax Expense comprise:
Current Tax
Deferred Tax
17
Income tax expense is attributable to:
Loss from continuing operations
Loss from discontinuing operations
2014
$
5,298
44,200
226
59,551
109,275
2013
$
34,725
44,438
306
120,551
200,020
256,768
12,619
378,662
-
2,804
202,824
117,649
-
1,469,595
102,158
11,209
64,602
66,196
52,275
-
7,690
756,539
129,127
3,589
29,224
14,346
3,467
52,867
334,657
-
148,414
150,000
15,583
933,496
99,418
2,381
26,794
12,681
4,728
71,194
59,612
66,051
-
9,089
15,030
1,476,889
21,194
65,839
34,586
(15,355)
7,340
79,272
3,545,648
2014
$
2013
$
-
-
-
-
-
-
-
57,300
57,300
57,300
-
57,300
ANNUAL REPORT | 26
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
3.
INCOME TAX EXPENSE (continued)
The prima facie tax on Operating Profit before Income Tax is
reconciled to the income tax as follows:
2014
$
2013
$
Prima facie tax payable on Operating Profit before Income Tax at 30% (2013:
30%)
Adjust tax effect of:
(362,725)
(1,036,031)
Other Assessable Income
Non-Deductible Expenses
Share of Net Loss of Associate
Current Year Tax Losses not brought to account
Income tax attributable to entity
95,405
20,093
(77,031)
324,258
-
81,258
419,365
30,647
562,061
57,300
Deferred Tax recognised directly in Other Comprehensive Income
Revaluations of Land & Intangible Assets
-
57,300
Unrecognised Deferred Tax balances
Unrecognised Deferred Tax Asset - Revenue Losses
Unrecognised Deferred Tax Asset - Capital Losses
3,302,461
3,119
3,305,580
2,740,625
246,719
2,987,344
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.
4. DISCONTINUED OPERATIONS
On 30 June 2014, the Consolidated Entity sold a segment of the olive oil operations as a going concern. The
brand, equipment and oil inventory relating to the segment were sold for a total of $101,993 in cash.
The Operating Loss from this discontinued operations are:
Revenue from Sale of Olive Oil
Olive Oil Operation Expenses
Cost of Goods Sold
Impairment and Depreciation of Olive Oil Assets
Other Expenses
Loss for the Year from Discontinued Operations
The carrying amount of assets in this discontinued operations are
summarised as follows:
Current Assets
Inventories
Plant and Equipment
Non-Current Assets
Intangibles
Total Assets
2014
$
191,213
(222,435)
(2,924)
(76,709)
(110,855)
2013
$
236,242
(273,396)
(27,028)
(46,430)
(110,612)
69,557
23,637
113,648
17,469
74,996
168,190
74,996
206,113
ANNUAL REPORT | 27
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
4. DISCONTINUED OPERATIONS (continued)
The Cash Flows generated from the discontinued operations are as follows:
Operating Activates
Receipts from Customers
Payments to Suppliers and Employees
Net Cash Used in Discontinued Operations
5.
LOSS PER SHARE
2014
$
2013
$
82,345
(299,144)
(214,785)
217,247
(319,826)
(100,566)
The following represents the loss and weighted average number of shares used in the loss per share calculations:
Loss per share from Continuing Operations
Loss after Income Tax from Continuing Operations
Loss after Income Tax from Discontinuing Operations
2014
$
2013
$
(1,098,227)
(331,184)
(3,400,124)
1,496,136
Loss after tax attributable to the ordinary equity holders of the Company
(1,429,411)
(1,903,988)
Loss per share from Discontinuing Operations
Loss after Income Tax from Discontinuing Operations
(110,855)
(110,612)
Number of shares
Weighted Average Number of Ordinary Shares used in calculating basic loss
per share
29,390,385
29,927,379
Basic Loss per Share
From continuing operations attributable to the ordinary equity holders of the
Company
From discontinued operations
Total basic loss per share attributable to the ordinary equity holders of the
Company
2014
cents
2013
cents
(4.86)
(6.36)
(0.38)
(5.24)
(0.37)
(6.73)
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.
6.
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
2014
$
1,119,619
50,000
1,169,619
2013
$
647,596
2,100,000
2,747,596
ANNUAL REPORT | 28
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
6.
CASH AND CASH EQUIVALENTS (continued)
(b)
Reconciliation of Operating Profit after Income Tax to Net Cash
used in Operating Activities
Loss after Income Tax
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 (Profit)/Loss of Associate
Changes in Assets and Liabilities:
Financial Assets at Fair Value through Profit or Loss
Trade and Other Receivables
Inventories
Other Non-Current Assets from Discontinued Operations
Other Current Assets
Investments accounted for using the Equity Method
Trade and Other Payables
Provisions
Deferred Tax
2014
$
(1,209,082)
2013
$
(3,510,736)
76,615
5,908
51,453
-
-
-
(256,768)
(250,000)
87,460
140,622
98,633
(270)
222,544
15,779
(57,632)
-
(1,074,738)
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
(c)
Risk Exposure
The Consolidated Entity’s exposure to interest rate risk is discussed in Note 24. 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.
7.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Current
Listed Investments at Fair Value
Unlisted Investments at Fair Value
Risk Exposure
The Consolidated Entity’s exposure to price risk is discussed in Note 24.
8.
TRADE AND OTHER RECEIVABLES
Current
Trade Receivables
Interest Receivable
Receivable from Related Parties
Other Receivables
Non Current
Bonds and Guarantees
2014
$
2013
$
672,659
499,760
1,172,419
723,873
-
723,873
2014
$
2013
$
129,235
3,420
3,148
18,968
154,771
18,995
16,261
1,487
172,857
209,600
20,454
53,085
Risk Exposure
The Consolidated Entity’s exposure to credit and interest rate risks is discussed in Note 24.
Impaired Trade Receivables
None of the Consolidated Entity's receivables are past due and impaired.
ANNUAL REPORT | 29
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
9. INVENTORIES
Current
Bulk Oils - at cost
Packaged Oils - at cost
Non Current
Property held for Development or Resale
Written down
2014
$
-
-
-
2013
$
57,716
82,906
140,622
3,797,339
(2,307,339)
1,490,000
3,797,339
(2,307,339)
1,490,000
Property held for development or resale was last valued by an independent qualified valuer (an Associate Member
of the Australian Property Institute) as at 30 June 2013. This carrying value has been maintained at Directors'
valuation as at 30 June 2014 on the basis that the property has not been impaired.
10. OTHER CURRENT ASSETS
Prepayments
2014
$
6,124
2013
$
5,854
11. INVESTMENT IN ASSOCIATE ENTITY
Carrying Amount
Bentley Capital Limited
Movement in Investment
Opening Balance
Share of Net Profit/(Loss) after tax
Dividends received
Returns of Capital Received
Closing Balance
Ownership Interest
2014
30.12%
2013
30.34%
2014
$
4,119,071
2013
$
4,307,391
4,307,391
256,768
(222,544)
(222,544)
4,119,071
4,854,637
(102,158)
-
(445,088)
4,307,391
Fair Value of Listed Investment in Associate
3,226,889
3,226,889
Net Asset Value of Investment
5,323,365
5,542,510
Summarised statement of profit or loss and other comprehensive income
Revenue
Expenses
Profit/(Loss) before income tax
Income tax expense
Profit/(Loss) after income tax
Other comprehensive income
Total comprehensive income
2,091,248
(1,298,338)
792,910
3,698
796,608
-
942,214
(1,278,926)
(336,712)
-
(336,712)
-
796,608
(336,712)
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
17,384,218
878,452
18,262,670
18,121,343
465,099
18,586,442
206,914
379,448
586,362
210,376
107,950
318,326
17,676,308
18,268,116
ANNUAL REPORT | 30
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
11. INVESTMENT IN ASSOCIATE ENTITY (continued)
Lease Commitments
Not longer than one year
2014
$
2013
$
73,333
48,582
12. PROPERTY, PLANT AND EQUIPMENT
2014
At Cost
Revaluation
Accumulated Depreciation
2013
At Cost
Revaluation
Accumulated Depreciation
Freehold
Land
$
867,889
(101,296)
-
766,593
861,214
(101,296)
-
759,918
999,901
(239,983)
Movements in Carrying Amounts
AT 1 JULY 2012
Revaluation
Additions
Disposal
Write-Offs
Depreciation expense
AT 30 JUNE 2013
-
-
-
-
759,918
AT 1 JULY 2013
Additions
Disposal
Write-Offs
Depreciation expense
AT 30 JUNE 2014
759,918
6,675
-
-
-
766,593
Buildings
$
117,875
-
(50,208)
67,667
117,876
-
(44,723)
73,153
79,084
-
-
-
-
(5,931)
73,153
73,153
-
-
-
(5,486)
67,667
$
1,381,844
Plant and
Leasehold
EquipmentImprovements
$
5,285
-
(1,293)
3,992
(1,128,450)
253,394
-
1,435,354
-
(1,118,982)
316,372
44,264
-
(38,906)
5,358
552,339
-
5,343
(5,513)
(16,954)
(218,843)
316,372
316,372
32,180
(23,639)
(1,022)
(70,498)
253,393
6,359
-
-
-
-
(1,001)
5,358
5,358
4,149
-
(4,884)
(630)
3,993
Total
$
2,372,893
(101,296)
(1,179,951)
1,091,646
2,458,708
(101,296)
(1,202,611)
1,154,801
1,637,683
(239,983)
5,343
(5,513)
(16,954)
(225,775)
1,154,801
1,154,801
43,004
(23,639)
(5,906)
(76,614)
1,091,646
Land was valued by an independent qualified valuer (an Associate Member of the Australian Property Institute) as
at 30 June 2013. This carrying value has been maintained at Directors' valuation as at 30 June 2014 on the basis
that the Land has not been impaired.
13. OLIVE TREES
Olive Trees - at cost
Impairment
2014
$
300,000
(234,500)
65,500
2013
$
300,000
(234,500)
65,500
There are approximately 64,500 15 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.
ANNUAL REPORT | 31
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
14. INTANGIBLE ASSETS
2014
At Cost
Revaluation/(Impairment)
2013
At Cost
Revaluation/(Impairment)
Movements in Carrying Amounts
AT 1 JULY 2012
Revaluation
Impairment
AT 30 JUNE 2013
AT 1 JULY 2013
Disposal
AT 30 JUNE 2014
Water
Licence
$
250,000
325,437
575,437
250,000
325,437
575,437
627,750
(52,313)
-
575,437
575,437
-
575,437
Brand
Name
$
-
-
-
99,996
(25,000)
74,996
99,996
-
(25,000)
74,996
74,996
(74,996)
-
Total
$
250,000
325,437
575,437
349,996
300,437
650,433
727,746
(52,313)
(25,000)
650,433
650,433
(74,996)
575,437
The Water Licence pertaining to the Olive Grove property in Gingin, Western Australia was valued by an
independent qualified valuer (an Associate Member of the Australian Property Institute) as at 30 June 2013. This
carrying value has been maintained at Directors' valuation as at 30 June 2014 on the basis that the Water
Licence has not been impaired.
The Brand Name pertains to the Dandaragan Estate Olive Oil brand. The Consolidated Entity sold the brand
name, equipment and oil inventory as a going concern on 30 June 2914 (Refer Note 4).
15. TRADE AND OTHER PAYABLES
Current
Trade Payables
Dividend Payable
GST Payable
Other Payables and Accrued Expenses
2014
$
2013
$
32,500
28,302
17,533
87,425
165,760
26,687
28,302
9,565
85,427
149,981
Risk Exposure
The Consolidated Entity’s exposure to risks arising from current payables is set out in Note 24.
16. PROVISIONS
Current
Employee Benefits - Annual Leave
Employee Benefits - Long Service Leave
2014
$
2013
$
36,196
81,161
117,357
41,997
132,992
174,989
ANNUAL REPORT | 32
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
16. PROVISIONS (continued)
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
2014
$
81,161
2013
$
132,992
17.
DEFERRED TAX
Deferred Tax Assets - Non Current
Employee Benefits & Accruals
Fair Value Losses
Deferred Tax Liabilities - Non Current
Fair Value Gains
Other
(a)
Movements - Deferred Tax Assets
AT 1 JULY 2012
Credited/(charged) to the profit and loss
AT 30 JUNE 2013
AT 1 JULY 2013
Credited/(charged) to the profit and loss
AT 30 JUNE 2014
(b)
Movements - Deferred Tax Liabilities
AT 1 JULY 2012
Charged/(Credited) to the profit and loss
Charged to Equity
AT 30 JUNE 2013
AT 1 JULY 2013
Charged/(Credited) to the profit and loss
AT 30 JUNE 2014
60,452
38,205
98,657
97,631
1,026
98,657
Fair Value
Losses
$
271,340
(249,404)
21,936
21,936
16,269
38,205
Other
$
90,747
(28,569)
(57,300)
4,878
4,878
(3,852)
1,026
73,073
21,936
95,009
90,131
4,878
95,009
Total
$
358,251
(263,242)
95,009
95,009
3,648
98,657
Total
$
358,251
(205,942)
(57,300)
95,009
95,009
3,648
98,657
Employee
Benefits
$
86,911
(13,838)
73,073
73,073
(12,621)
60,452
Fair Value
$
267,504
(177,373)
-
90,131
90,131
7,500
97,631
ANNUAL REPORT | 33
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
18. ISSUED CAPITAL
Fully paid ordinary shares
Partly paid ordinary shares
2014
Number
28,817,316
9,000,000
2013
Number
28,404,879
20,000,000
Movement in Fully Paid Ordinary Shares
AT 1 JULY 2012
AT 30 JUNE 2013
Date of Issue
AT 1 JULY 2013
Equal Access Share buy-back - refer (b)
Issue of shares
AT 30 JUNE 2014
05-Feb-14
30-Jun-14
Movement in Partly Paid Ordinary shares
AT 1 JULY 2012
AT 30 JUNE 2013
AT 1 JULY 2013
Equal Access Share buy-back - refer (b)
Call on Partly Paid Shares
AT 30 JUNE 2014
05-Feb-14
Number
of shares
28,404,879
28,404,879
28,404,879
(587,563)
1,000,000
28,817,316
20,000,000
20,000,000
20,000,000
(10,000,000)
(1,000,000)
9,000,000
2014
$
6,029,170
239,275
6,268,445
Issue Price
$
0.20
2013
$
5,887,927
304,500
6,192,427
$
5,887,927
5,887,927
5,887,927
(58,757)
200,000
6,029,170
304,500
304,500
304,500
(50,000)
(15,225)
239,275
(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.
(b) Equal Access Share Buy-Back
On 21 January 2014, the Company's Off-Market Equal Access Share Buy-Back (approved by shareholders at
the AGM held on 28 November 2013) (Buy-Back) closed with the following shares being bought-back and
cancelled:
(i)
587,563 fully paid ordinary shares were bought back for 10 cents per share at a cost of $58,756; and
(ii)
10,000,000 partly paid ordinary shares were bought back for 0.5 cent per share at a total cost of
$50,000,
with the total cost of the Buy-Back being $108,756.
ANNUAL REPORT | 34
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
18. ISSUED CAPITAL (continued)
(c) Call on Partly Paid Ordinary Shares
On 27 June 2014, there was a conversion of 1,000,000 partly paid shares into fully paid shares upon
payment of a call made by the Company in relation to 100% of the outstanding balance (being $0.184775
each or $184,775 in total) due and payable in respect of these 1,000,000 partly paid shares.
(d)
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.
19. RESERVES
Option Premium Reserve
Asset Revaluation Reserve
Revaluations of Intangible Assets
Less: Deferred Tax on Revaluations
Less: Non-Controlling Interest
Other Reserve
Dilution movement
Less: Non-Controlling Interest
2014
$
2,138,012
2013
$
2,138,012
325,437
(97,631)
(93,638)
134,168
923,922
(89,870)
834,052
325,437
(97,631)
(108,026)
119,780
-
-
-
3,106,232 2,257,792
The movement in the Asset Revaluation Reserve relates to the revaluation of the Olive Grove land (Note 12) and
the Water Licence (Note 14), as assessed by an independent qualified valuer (a Certified Practising Valuer and
Associate Member of the Australian Property Institute) as at 30 June 2013.
Other Reserve relates to the gain the Company generated from increasing its shareholding interest in OEQ by
6.32% during the financial year as a consequence of OEQ cancelling 1,908,861 shares bought-back pursuant to
an on-market share buy-back at a cost of $508,798. This reserve is also used to record the differences which
may arise as a result of transactions with non-controlling interests that do not result in a loss of control.
20. NON-CONTROLLING INTEREST
Issued Capital
Asset revaluation reserve
Other Reserve
Accumulated Losses
2014
$
7,754,435
93,638
89,870
(4,417,289)
3,520,654
2013
$
9,187,154
108,026
-
(4,748,472)
4,546,708
The non-controlling interest is a 41.10% (2013: 47.42%) equity holding in Orion Equities Limited (not held by
the Company).
ANNUAL REPORT | 35
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
21. PARENT ENTITY INFORMATION
The following information provided relates to the Company, Queste Communications Ltd, as at 30 June 2014.
The information presented below has been prepared using accounting policies outlined in Note 1.
Statement of Profit or Loss and Other Comprehensive Income
Loss for the Year
Other Comprehensive Income
Total Comprehensive Loss for the Year
2014
$
(418,389)
-
2013
$
(364,201)
-
(418,389)
(364,201)
823,515
3,120,715
3,944,230
1,217,626
2,476,400
3,694,026
252,030
252,030
118,470
118,470
3,692,200
3,575,556
6,268,445
6,192,427
2,138,012
(500,499)
(4,213,758)
3,692,200
2,138,012
(959,514)
(3,795,369)
3,575,556
Statement of Financial Position
Current Assets
Non Current Assets
Total Assets
Current Liabilities
Total Liabilities
Net Assets
Issued Capital
Reserves
Option Premium Account
Available for Sale Reserve
Accumulated Losses
Equity
Lease Commitments
Not longer than one year
Note
27
73,333
48,582
Related Party Transaction
The Company has control of 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. There were no amounts outstanding at balance date. The following related party
transactions also occurred during the year:
Bentley Capital Limited
Dividends Received
Return of Capital Received
2014
$
17,406
17,406
2013
$
-
34,812
ANNUAL REPORT | 36
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
22. INTEREST IN SUBSIDIARY
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary with
non-controlling interest in accordance with the accounting policy described in Note 1:
Ownership Interest
Orion Equities Limited
Incorporated
Australia
2014
58.90%
2013
52.58%
2014
41.10%
2013
47.42%
Parent
Non-Controlling Interest
The Company's interest in OEQ increased during the financial year as a consequence of OEQ cancelling
1,908,861 shares bought-back pursuant to on-market share buy-backs.
Summarised financial
consolidated entity are set out below:
information of the subsidiary with non-controlling interests that are material to the
2014
$
2013
$
Summarised Statement of Profit or Loss and Other Comprehensive Income
Revenue
Expenses
Loss before income tax expense
Income tax expense
Loss for the Year from Continuing Operations
Loss for the Year from Discontinuing Operations
Loss after income tax expense
Other comprehensive income
Total Comprehensive Loss for the Year
324,071
(1,003,385)
(679,314)
-
-
(679,314)
(110,855)
(790,169)
(790,169)
148,790
(3,093,313)
(2,944,523)
(57,300)
(3,001,823)
(110,612)
(3,112,435)
(133,699)
(3,246,134)
Summarised Statement of Financial Position
Current assets
Non-current assets
Total Assets
Current liabilities
Non-current liabilities
Total Liabilities
Net Assets
Statement of cash flows
Net cash from operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Other financial information
Profit/(Loss) attributable to non-controlling interest
Accumulated non-controlling interest at the end of the year
1,661,885
7,184,035
8,845,920
2,600,354
7,555,381
10,155,735
182,171
98,600
280,771
196,932
94,688
291,620
8,565,149
9,864,115
(772,640)
187,500
(508,798)
(1,093,938)
924,162
406,435
-
1,330,597
331,184
3,520,654
(1,496,136)
4,546,707
ANNUAL REPORT | 37
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
23.
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. Corporate items are mainly comprised of corporate assets, office expenses and income tax assets and
liabilities.
2014
Segment Revenues
Revenue
Other
Total Segment Revenues
Personnel Expenses
Finance Expenses
Administration Expenses
Depreciation Expense
Other Expenses
Olive Oil
$
Investments
$
Corporate
$
Total
$
196,511
-
196,511
5,257
995
81,954
67,526
340,619
44,426
256,768
301,194
-
-
51,453
-
6,651
72,170
-
72,170
756,539
3,790
184,999
9,089
270,086
313,107
256,768
569,875
761,796
4,785
318,406
76,615
617,356
Total Segment Profit/(Loss)
(299,840)
243,090
(1,152,333)
(1,209,083)
Segment Assets
Cash
Financial Assets
Property held for Development
or Resale
Investment in Associate
Property, Plant and Equipment
Intangible Assets
Other Assets
Total Segment Assets
11,488
-
-
1,158,131
1,172,419
-
1,169,619
1,172,419
-
-
1,490,000
4,119,071
1,051,969
575,437
199,788
1,838,682
-
-
-
6,781,490
-
-
39,677
-
145,718
1,343,526
1,490,000
4,119,071
1,091,646
575,437
345,506
9,963,698
Segment Liabilities
29,213
-
352,561
381,774
2013
Segment Revenues
Revenue
Other
Total Segment Revenues
Personnel Expenses
Finance Expenses
Administration Expenses
Impairment & Depreciation Expense
Other Expenses
270,967
-
270,967
21,945
1,453
30,028
361,685
467,681
44,744
-
44,744
-
-
-
150,000
1,573,553
120,551
2,804
123,355
911,551
928
148,486
7,340
217,852
436,262
2,804
439,066
933,496
2,381
178,514
519,025
2,259,086
Total Segment Loss
(611,825)
(1,678,809)
(1,162,802)
(3,453,436)
ANNUAL REPORT | 38
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
23. SEGMENT INFORMATION (continued)
Segment Assets
Cash
Financial Assets
Property held for Development
or Resale
Investment in Associate
Property, Plant and Equipment
Intangible Assets
Other Assets
Total Segment Assets
Olive Oil
$
-
-
-
-
1,127,366
650,433
230,456
2,008,255
Investments
$
1,900,000
723,873
1,490,000
Corporate
$
847,596
-
-
Total
$
2,747,596
723,873
1,490,000
4,307,391
-
-
95,009
8,516,273
-
27,435
-
244,205
1,119,236
4,307,391
1,154,801
650,433
569,670
11,643,764
Segment Liabilities
121,504
24,587
273,888
419,979
24. FINANCIAL RISK MANAGEMENT
The Consolidated Entity's financial instruments consist of deposits with banks, accounts receivable and payable,
investments in listed securities, and other unlisted securities. The principal activity of the Consolidated Entity is
the management of these investments - "financial assets at fair value" (refer Note 7). The Consolidated Entity's
investments are subject to market (which includes interest rate and price risk), credit and liquidity risks.
The Board of Directors is responsible for the overall internal control framework (which includes risk management)
but no cost-effective internal control system will preclude all errors and irregularities. The system is based, in
part, on the appointment of suitably qualified management personnel. The effectiveness of the system is
continually reviewed by management and at least annually by the Board.
The financial receivables and payables of the Consolidated Entity in the table below are due or payable within 30
days. The financial investments are held for trading and are realised at the discretion of the Board of Directors.
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
6
7
8
15
2014
$
1,169,619
1,172,419
154,771
2,496,809
2013
$
2,747,596
723,873
209,600
3,681,069
(165,760)
(165,760)
(149,981)
(149,981)
2,331,049
3,531,088
ANNUAL REPORT | 39
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
24. FINANCIAL RISK MANAGEMENT (continued)
(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.
ASX All Ordinaries
Accumulation Index
Increase 15%
Decrease 15%
Impact on Post-Tax Profit
2014
$
2013
$
Impact on Other Components
2013
$
2014
$
1,696,016
(1,696,016)
1,971,125
(1,971,125)
1,696,016
(1,696,016)
1,971,125
(1,971,125)
(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 3.35% (2013: 4.35%). 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
(b) Credit Risk
2014
$
1,119,619
50,000
1,169,619
2013
$
647,596
2,100,000
2,747,596
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
institutions,
cash and cash equivalents and deposits with banks and financial
including outstanding
receivables and committed transactions. Concentrations of credit
risk are minimised primarily by
undertaking appropriate due diligence on potential investments, carrying out all market transactions through
approved brokers, settling non-market transactions with the involvement of suitably qualified legal and
accounting personnel (both internal and external), and obtaining sufficient collateral or other security
(where appropriate) as a means of mitigating the risk of financial
loss from defaults. The Consolidated
Entity's business activities do not necessitate the requirement for collateral as a means of mitigating the risk
of financial loss from defaults.
ANNUAL REPORT | 40
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
24. FINANCIAL RISK MANAGEMENT (continued)
(b) Credit Risk (continued)
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
2014
$
1,166,007
1,623
1,167,630
2013
$
2,743,705
1,665
2,745,370
154,771
209,600
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
liabilities. The Consolidated Entity has no borrowings. The Consolidated Entity's non-cash
with financial
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.
AASB 13 requires disclosure of fair value measurements by level of the following fair value measurement
hierarchy:
(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)
2014
Financial Assets at Fair Value through
Profit or Loss:
Listed Investments at Fair Value
Unlisted Investments at Fair Value
Land at Independent Valuation
Intangible Assets
Olive Trees
Total
Level 1
$
Level 2
$
Level 3
$
Total
$
672,659
-
-
-
-
499,760
-
-
-
672,659
499,760
-
-
766,593
575,437
65,500
1,407,530
672,659
499,760
766,593
575,437
65,500
2,579,949
ANNUAL REPORT | 41
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
24. FINANCIAL RISK MANAGEMENT (continued)
(d) Fair Value Hierarchy (continued)
2013
Financial Assets at Fair Value through
Profit or Loss:
Level 1
$
Level 2
$
Level 3
$
Total
$
Listed Investments at Fair Value
723,873
Land at Independent Valuation
Intangible Assets
Olive Trees
Total
-
-
-
723,873
-
-
-
-
-
-
766,593
650,433
65,500
1,482,526
723,873
766,593
650,433
65,500
2,206,399
There have been no transfers between the levels of the fair value hierarchy during the financial year.
(e)
Valuation Techniques
The fair value of the listed investment traded in active markets is based on closing bid prices at the end of
the reporting period. These investments are included in level 1.
The fair value of any assets that are not traded in an active market are determined using certain valuation
techniques. The valuation techniques maximise the use of observable market data where it is available, or
independent valuation and rely as little as possible on entity specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2. If one or more of
the significant inputs is not based on observable market data, the instrument is included in level 3.
The fair value of the unlisted investment (in a managed fund) is valued at the audited unit price published
by the investment manager and as such this financial instrument is included in level 2.
At level 3, the land and intangible assets (water licence) were valued by an independent qualified valuer (an
Associate Member of the Australian Property Institute) as at 30 June 2013 (which values have been
maintained by the Directors as at 30 June 2014). These assets have been valued based on similar assets,
location and market conditions or Direct Comparison or Comparative Sales Approach. The land value per
hectare based on rural land sold in the general location provided a rate which included ground water licence.
A 4% change would increase or decrease the land and intangible asset's fair value change by $34,000 and
$26,000 respectively. There has been no unusual circumstances that may affect the value of the property.
At level 3 the olive trees' value was assessed as at 30 June 2014 by the Directors. 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. The significant unobservable input is the replacement cost of 15 year old
fruiting trees. There are no age limits to the commercial viability of an olive grove. A 1% change in the
minimum replacement cost would result in an increase or decrease by $3,500. There has been no unusual
circumstances that may affect the value of the property.
(f) Level 3 Assets
AT 1 JULY 2012
Losses recognised in other
comprehensive income
Impairment recognised in Asset
Revaluation Reserve
AT 30 JUNE 2013
Disposal
AT 30 JUNE 2014
Land
$
999,901
(239,983)
Intangible
Assets
$
727,746
(25,000)
Olive
Trees
$
65,500
-
Total
$
1,793,147
(264,983)
-
(52,313)
-
(52,313)
759,918
-
759,918
650,433
(74,996)
575,437
65,500
-
65,500
1,475,851
(74,996)
1,400,855
ANNUAL REPORT | 42
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
24. FINANCIAL RISK MANAGEMENT (continued)
(g) Fair Values of Other Financial Instruments
Financial Assets
Cash and Cash Equivalents
Trade and Other Receivables
Financial Liabilities
Trade and Other Payables
2014
$
1,169,619
154,771
1,324,390
2013
$
2,747,596
209,600
2,957,196
(165,760)
(165,760)
(149,981)
(149,981)
Due to their short-term nature, the carrying amounts of cash, current receivables and current payables is
assumed to approximate their fair value.
25.
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 2014.
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
2014
$
477,254
43,149
520,403
2013
$
590,204
80,941
671,145
During the year, the Consolidated Entity received $44,200 rental income from Director, Farooq Khan, pursuant to
a standard form residential tenancy agreement in respect of the Property Held for Development or Resale (held
by Orion subsidiary, Silver Sands Developments Pty Ltd).
26. 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
2014
$
59,612
6,569
66,181
2013
$
65,839
13,010
78,849
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.
27. COMMITMENTS
Not longer than one year
2014
$
146,667
2013
$
97,163
On or about 21 July 2014, the Company, OEQ and BEL entered into a new non-cancellable operating lease
agreement for office accommodation. The lease commitment is the Consolidated Entity's share of the lease costs
and includes all outgoings (inclusive of GST). The lease is for a one year term expiring on or about 23 July 2015,
with an option to renew to 30 January 2017.
ANNUAL REPORT | 43
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2014
28.
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 the Paulsens East (Iron Ore) Project tenements (EL47/1328
and PL47/1170) in Western Australia currently held by Strike Resources Limited (ASX : SRK).
29.
EVENTS OCCURRING AFTER THE REPORTING PERIOD
(a)
Associate entity, Bentley Capital Limited (ASX : BEL), has announced its intention to pay a fully-franked
dividend of 0.95 cent per share in September 2014. The Company’s and Orion's entitlement to such
dividend would be $16,536 and $194,881 respectively.
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 | 44
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
(1)
The financial statements, comprising the Consolidated Statement of Profit or Loss and Other
Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes
in Equity and Consolidated Statement of Cash Flow and accompanying notes as set out on pages 16 to 44
are in accordance with the Corporations Act 2001 and:
(a)
(b)
comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting; and
give a true and fair view of the Company’s and Consolidated Entity’s financial position as at 30 June
2014 and of its performance for the year ended on that date;
(2)
(3)
In the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they become due and payable;
The Directors have been given the declarations required by section 295A of the Corporations Act 2001 by
the Executive Chairman and Managing Director (the person who performs the Chief Executive Officer
function) and the Company Secretary (the person who, in the opinion of the Directors, performs the Chief
Financial Officer function); and
(4)
The Company has included in the notes to the Financial Statements an explicit and unreserved statement
of compliance with the International Financial Reporting Standards.
This declaration is made in accordance with a resolution of the Directors made pursuant to section 295(5) of the
Corporations Act 2001.
Farooq Khan
Chairman
29 August 2014
Victor Ho
Executive Director and Company Secretary
ANNUAL REPORT | 45
Tel: +61 8 6382 4600
Fax: +61 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 2014, 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.
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.
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.
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 2014
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2014. 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
2014 complies with section 300A of the Corporations Act 2001.
BDO Audit (WA) Pty Ltd
Brad McVeigh
Director
Perth, 29 August 2014
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
ADDITIONAL ASX INFORMATION
as at 17 October 2014
CORPORATE GOVERNANCE STATEMENT
The Company has chosen to early adopt the Corporate Governance Principles and Recommendations (3rd Edition,
March 2014) issued by the ASX Corporate Governance Council in respect of the financial year ended 30 June
2014, one year before the mandatory adoption date.
Pursuant to ASX Listing Rule 4.10.3, the Company’s 2014 Corporate Governance Statement (dated on or about 24
October 2014) and ASX Appendix 4G (Key to Disclosures of Corporate Governance Principles and
Recommendations) can be found at the following URL on the Company’s Internet website:
http://queste.com.au/corporate-governance
DISTRIBUTION OF LISTED ORDINARY FULLY PAID SHARES
Spread of Holdings
Number of Holders Number of Units
11
49
59
97
24
7,227
139,553
550,425
2,697,340
25,422,771
% of Total Issue
Capital
0.03%
0.48%
1.91%
9.36%
88.22%
240
28,817,316
100.00%
-
-
-
-
-
1
1,001
5,001
10,001
100,001
Total
1,000
5,000
10,000
100,000
and over
UNMARKETABLE PARCELS
Spread of Holdings
Number of Holders Number of Units
% of Total Issue
Capital
1
-
3,571
47
89,026
0.31%
An unmarketable parcel is considered, for the purposes of the above table, to be a shareholding of 3,571
shares or less (being a parcel with a value of $500 or less in total), based upon the Company’s closing
share price of 14 cents per share on 16 October 2014.
DISTRIBUTION OF UNLISTED PARTLY PAID ORDINARY SHARES
Name
No. of Partly Paid Shares
Chi Tung Investments Ltd
9,000,000
These 9,000,000 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.
ANNUAL REPORT | 48
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
ADDITIONAL ASX INFORMATION
as at 17 October 2014
SUBSTANTIAL SHAREHOLDERS
Substantial Shareholders
Registered Shareholder
Azhar Chaudhri,
Renmuir Holdings Limited
and Chi Tung Investments Ltd1
MR AZHAR CHAUDHRI
CHI TUNG INVESTMENTS LTD
RENMUIR HOLDINGS LTD
CHI TUNG INVESTMENTS LTD
Bell IXL Investments Limited
and associates3
BELL IXL INVESTMENTS LIMITED
CELLANTE SECURITIES PTY LIMITED
CLEOD PTY LTD
Farooq Khan and associates4
FAROOQ KHAN
ISLAND AUSTRALIA PTY LTD
Manar Nominees Pty Ltd and
Zelwar Superannuation Pty Ltd5
MANAR NOMINEES PTY LTD
ZELWER SUPERANNUATION PTY LTD
Shares /
Voting
Shares
1,436,001
2,050,000
3,277,780
685,1252
2,599,747
2,053,282
2,748,490
2,286,367
3,668,577
1,825,663
180,500
%Voting
Power6
25.25%1
25.09%3
20.18%4
6.80%5
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Based on the substantial shareholding notice filed by Azhar Chaudhri and associates dated 1 July 2014
Voting shares attributable to 9,000,000 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 Bell IXL Investments Limited dated 28 January 2014 (updated to reflect
current percentage voting power)
Based on the substantial shareholding notice filed by Farooq Khan and associate dated 23 January 2014 (updated to reflect
current percentage voting power)
Based on the substantial shareholding notice filed by Manar Nominees Pty Ltd dated 29 December 2003 (updated to reflect
current percentage voting power)
Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (28,817,316) plus the equivalent
voting shares associated with the partly paid shares on issue based on the amount paid up per partly paid share (685,125).
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.
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 or by power of attorney or, in the case
of a shareholder which is a corporation, by representative;
Every person who is present in the capacity of shareholder or the representative of a corporate
shareholder shall, on a show of hands, have one vote;
Every shareholder who is present in person, by proxy, by power of attorney or by corporate representative
shall, on a poll, have one vote in respect of every fully paid share held by him; and
The Company’s partly paid shares have a proportional voting entitlement in accordance with the amount
paid up for that share.
ANNUAL REPORT | 49
30 JUNE 2014
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
ADDITIONAL ASX INFORMATION
as at 17 October 2014
TOP 20 ORDINARY FULLY PAID SHAREHOLDERS
Rank Shareholder
1
BELL IXL INVESTMENTS LIMITED
CELLANTE SECURITIES PTY LIMITED
CLEOD PTY LTD
2
MR AZHAR CHAUDHRI
CHI TUNG INVESTMENTS LTD
RENMUIR HOLDINGS LTD
3
FAROOQ KHAN
ISLAND AUSTRALIA PTY LTD
Shares
Held
Total
Shares
%
Issued
Capital
%
Voting
Power*
2,599,747
2,053,282
2,748,490
Sub-total
7,401,519
25.68%
25.09%
1,436,001
1,050,000
3,277,780
Sub-total
6,763,781
23.47%
22.93%
2,286,367
3,668,577
Sub-total
5,954,944
20.66%
20.18%
4
MANAR NOMINEES PTY LTD
ZELWER SUPERANNUATION PTY LTD
1,825,663
180,500
COWOSCO CAPITAL PTY LTD
MR DONALD GORDON MACKENZIE & MRS GWENNETH EDNA
MACKENZIE
MS ROSANNA DE CAMPO
GIBSON KILLER PTY LTD
GLENVIEW SERVICES PTY LTD
MR AYUB KHAN
MRS AFIA KHAN
MR SIMON KENNETH CATO
ROSEMONT ASSET PTY LTD
TOMATO 2 PTY LTD
Sub-total
2,006,163
6.96%
6.80%
1,150,000
3.99%
3.90%
466,003
1.62%
1.58%
268,100
0.93%
0.91%
220,000
0.76%
0.75%
215,000
0.75%
0.73%
215,000
0.75%
0.73%
215,000
0.75%
0.73%
118,000
75,000
Sub-total
193,000
0.67%
0.65%
185,019
0.64%
0.63%
MR JOHN CHENG-HSIANG YANG & MS PEGA PING PING MOK
136,125
0.47%
0.46%
MR ANTHONY NEALE KILLER & MRS SANDRA MARIE KILLER
130,000
0.45%
0.44%
MR EUGENE RODRIGUEZ
MR KEITH FRANCIS OATES & MRS LINDA ANN OATES
MRS MARY THERESE CAMILLERI
DR SIEW NAM UN
CITICORP NOMINEES PY LIMITED
110,000
0.38%
0.37%
100,000
0.35%
0.34%
100,000
0.35%
0.34%
87,500
0.30%
0.30%
85,296
0.30%
0.29%
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Total
26,002,450
90.23% 88.14%
*
% Voting Power is equivalent to the total number of fully paid ordinary shares on issue (28,817,316) plus the equivalent voting shares
associated with the partly paid shares on issue based on the amount paid up per partly paid share (685,125).
ANNUAL REPORT | 50
ASX Code: QUE
Queste Communications Ltd
A.B.N. 58 081 688 164
PRINCIPAL & REGISTERED OFFICE:
Level 2, 23 Ventnor Avenue
West Perth, Western Australia 6005
SHARE REGISTRY:
Advanced Share Registry Services
110 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) 9262 3723
E | admin@advancedshare.com.au
W | www.advancedshare.com.au
T | (02) 8096 3502