2017
ANNUAL REPORT
A.B.N 58 081 688 164
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONTENTS
Company Update
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or
Loss and Other Comprehensive
Income
2
4
12
19
20
CORPORATE DIRECTORY
BOARD
Farooq Khan (Chairman and Managing Director)
(Executive Director)
Victor Ho
(Non-Executive Director)
Yaqoob Khan
COMPANY SECRETARY
Victor Ho
PRINCIPAL & REGISTERED OFFICE
Level 2, 23 Ventnor Avenue
Consolidated Statement of Financial
21
West Perth, Western Australia 6005
Position
Consolidated Statement of
Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial
Statements
Directors’ Declaration
Independent Audit Report
Additional ASX Information
22
23
24
51
52
55
Telephone:
Facsimile:
Email:
Website:
(08) 9214 9777
(08) 9214 9701
info@queste.com.au
www.queste.com.au
AUDITORS
Rothsay Auditing
Chartered Accountants
Level 1, Lincoln House
4 Ventnor Avenue
West Perth, Western Australia 6005
Telephone:
Website:
(08) 9486 7094
www.rothsayresources.com.au
STOCK EXCHANGE
Australian Securities Exchange
Perth, Western Australia
ASX CODE
QUE
Queste’s 2017
Corporate Governance Statement
can be found at the following
URL on the Company’s website:
http://www.queste.com.au/corporate-governance
SHARE REGISTRY
Main Office
Advanced Share Registry Services
110 Stirling Highway
Nedlands, Western Australia 6009
Visit www.queste.com.au for:
• Market Announcements
• Financial Reports
• Corporate Governance
• Forms
• Email subscription
Telephone:
Facsimile:
Email:
Investor Web:
(08) 9389 8033
(08) 9262 3723
admin@advancedshare.com.au
www.advancedshare.com.au
Sydney Office
Suite 8H, 325 Pitt Street
Sydney, New South Wales 2000
Telephone:
(02) 8096 3502
ANNUAL REPORT | 1
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
COMPANY UPDATE
Capital Management – Proposed Equal Access Off-Market Share Buy-Back
In an on-going review of capital management initiatives having regard to the Company’s financial position and the
lack of liquidity in trading of Queste shares, the Company proposes to conduct an equal access scheme off-market
share buy-back (the Buy-Back).1
The Board believes that it is in the best interests of shareholders for the proposed Buy-Back to be put to
shareholders for approval at the upcoming Annual General Meeting (AGM) and that it is appropriate to allow
shareholders an opportunity to realise their investment in the Company in a highly illiquid market for Queste shares
at a price (in respect of the fully paid ordinary shares) at a premium to the current bid share price for Queste shares
on ASX.
The proposed Buy-Back is an “Equal-Access Scheme” share buy-back under which a company seeks to buy back
shares, with shareholders having an equal opportunity to participate in proportion to their holdings.
The Buy-Back will be open to all shareholders on an equal basis. Participation by shareholders is entirely voluntary.
It is a cost-effective way for shareholders to dispose of their interests, as there are no brokerage costs associated
with an off-market buy-back.
Shareholders are referred to the Company’s 2017 AGM Information Memorandum1 for further details of the terms
of the proposed Buy-Back and the advantages and disadvantages of voting for the scheme and of participating in
it if it is approved.
The proposed Buy-Back will operate in the following manner:
(a)
Subject to a maximum Buy-Back consideration of $300,000 (Buy-Back Cap):
(i)
(ii)
Queste will offer to buy back the fully paid ordinary shares in the Company of each shareholder at a
price of 5 cents per share (FPO Price); and
Queste will offer to buy back the partly paid ordinary shares in the Company from the holder thereof
at a price of 0.25 cent per share (PPO Price);
(b)
The Buy-Back consideration of up to $300,000 will be satisfied by payment of cash and the undertaking of
an in-specie distribution of ASX-listed shares in another company held by Queste, as follows:
(i)
(ii)
Cash Component: As to one-third (by value) – payment of up to $100,000 cash; and
Scrip Component: As to two-thirds (by value) – distribution of fully paid ordinary shares in Bentley
Capital Limited ABN 87 008 108 218 (ASX:BEL) (Bentley or BEL) held by Queste up to the value of
$200,000; and
(c)
If the value of Buy-Back acceptances exceeds the Buy-Back Cap ($300,000) Queste will scale back the
number of shares to be bought back on a pro-rata basis (including as between the cash and scrip
consideration components) determined by reference to the value of the Buy-Back consideration in respect
of acceptances received for fully paid and partly paid ordinary shares (the Scale-Back).
The maximum total Buy-Back consideration has been set at $300,000 (the Buy-Back Cap), comprising:
(a)
(b)
Cash Component: up to $100,000 cash; and
Scrip Component: up to $200,000 attributable to the value of 1,300,000 shares in Bentley Capital Limited
(ASX:BEL), being equivalent to a value of 15.3846 cents per BEL.
Queste notes that Bentley’s (pre and post-tax) NTA backing per share was:
•
•
15.43 cents (audited) as at 30 June 20172; and
14.30 cents (unaudited) as at 30 September 20173.
1 Refer QUE’s Annual General Meeting Info Memorandum released on ASX on 31 October 2017
2 Refer Bentley’s 2017 Full Year Report released on ASX on 1 September 2017 and 2017 Annual Report released on ASX on or about 31 October
2017
3 Refer Bentley’s ASX announcement dated 12 October 2017: NTA Backing as at 30 September 2017
ANNUAL REPORT | 2
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
COMPANY UPDATE
The Buy-Back consideration will be satisfied as follows:
(a)
(b)
Cash Component: One-third (by value) of an accepting shareholder’s Buy-Back consideration will be
satisfied by Queste paying cash; and
Scrip Component: Two-thirds (by value) of an accepting shareholder’s Buy-Back consideration will be
satisfied by Queste distributing shares in Bentley based on a deemed value of 15.3846 cents per BEL share
(rounded to the nearest whole share in BEL).
It is proposed that the Cash Component under the Buy-Back will be funded from existing net cash reserves - as at
20 October 2017, Queste had cash of approximately $0.156 million and held the following investments:
Shares in Orion Equities Limited (ASX:OEQ)
Shares in Bentley Capital Limited (ASX:BEL)
Other ASX-listed shares
TOTAL
No Shares/Units
9,367,653
1,300,000
various
%
Interest
59.86%
1.71%
Last
Bid
Price
$0.165
$0.110
various
Market Value
$1,545,663
$143,000
$2
$1,688,665
Queste controls ASX-listed investment company, Orion Equities Limited (ASX:OEQ) (Orion) (holding 59.86% of
Orion’s total issued share capital). Orion had net tangible assets (NTA) of $4.921 million as at 30 September 2017
(or $0.3145 per Orion share) 4. As such, Queste’s investment in Orion has a value of $2.946 million based on Orion’s
NTA backing (as at 30 September 2017).
The Directors have commissioned BDO Corporate Finance (WA) Pty Ltd (BDO or the Independent Expert) to
prepare an independent expert's report (IER) on the Buy-Back, which is included in the 2017 AGM Information
Memorandum.
Subject to receipt of shareholder approval at the 30 November 2017 AGM, a separate Buy-Back Offer and Buy-Back
Acceptance Form (the Offer Document) will be sent to all shareholders, which will contain further details on how
to accept the Buy-Back Offer.
Please refer to 2017 AGM Information Memorandum for an indicative Timetable.
4 Refer Orion’s ASX announcement dated 12 October 2017: Net Tangible Asset Backing – 30 September 2017
ANNUAL REPORT | 3
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
The Directors present their report on Queste Communications Ltd ABN 58 081 688 164 (Company or QUE) and
its controlled entities (Queste or the Consolidated Entity) for the financial year ended 30 June 2017 (Balance
Date).
QUE 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. (ASX Code: QUE)
Queste’s results incorporate the results of controlled entity, ASX-listed investment company, Orion Equities Limited
ABN 77 000 742 843 (Orion or OEQ). The Company has a 59.86% (9,367,653 shares) shareholding interest in
Orion (30 June 2016: 59.86% (9,367,653 shares)).
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.
FINANCIAL POSITION
COMPANY
Cash and cash equivalents
Current investments - equities
Investment in Associate entity (BEL)
Investment in controlled entity (OEQ)
Receivables
Deferred tax assets
Other assets
Total Assets
Tax liabilities (current and deferred)
Other payables and liabilities
Net Assets
Issued capital
Reserves
Accumulated losses
Total Equity
OPERATING RESULTS
COMPANY
Total revenues
Share of Associate entity’s profit/(loss)
Other Expenses
Loss before tax
Income tax expense
Loss for the year
2017
$
27,774
3
57,487
2016
$
112,251
6,582
93,073
1,405,148
1,498,824
8,245
523,632
53,757
8,116
495,529
140,716
2,076,046
2,355,091
-
-
(154,391)
(118,391)
1,921,655
2,236,700
6,149,888
2,138,012
6,149,888
2,138,012
(6,366,245)
(6,051,200)
1,921,655
2,236,700
2017
$
13,737
(79,013)
2016
$
38,915
16,321
(249,769)
(373,647)
(315,045)
(318,411)
-
-
(315,045)
(318,411)
ANNUAL REPORT | 4
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
Queste’s share of Associate entity’s loss of $1.32 million relates to the investment in Bentley Capital
Limited (ASX:BEL) – Queste notes that the 30 June 2017 consolidated carrying value of the BEL investment
(comprising 1,300,000 shares held by QUE and 20,513,783 shares held by Orion) was 9.2 cents per share (worth
$2 million), which compares with BEL’s closing bid price of 11 cents (worth $2.4 million) and BEL’s 30 June 2017
net tangible asset backing (NTA) of 15.43 cents (worth $3.37 million) (both as at 30 June 2017).
Queste accounts for BEL as an Associate entity, which means that Queste is required to recognise a share of BEL’s
net profit or loss in respect of the financial year based on Queste’s (28.654% as at 30 June 2017) direct and indirect
shareholding interest in BEL (this is known as the equity method of accounting for an associate entity). Accordingly,
as BEL incurred a net loss of $3.679 million for the year, Queste is required to recognise a 28.654% share of this
loss (calculated as at each month end through the course of the year), being $1.324 million, in Queste’s own
accounts for the year. This share of BEL’s net loss is the primary contributor to Queste’s net loss for the year,
rather than as a consequence of Queste’s own direct activities or operations.
In a similar manner, BEL has accounted for its 19.96% shareholding interest in Associate entity, Keybridge Capital
Limited (ASX:KBC), under the equity method. This has resulted in BEL recognising $1.374 million as a share of
KBC’s overall net loss of $6.446 million incurred for the year. This share of KBC’s net loss is a primary contributor
to BEL’s net loss for the year.
Thus, KBC’s net loss position has a flow on effect up to BEL and in turn, up to Orion/Queste, in circumstances which
has caused a significant net loss being incurred at the BEL and Orion/Queste levels, which is unrelated to BEL’s and
Orion/Queste’s direct activities or operations.
Queste notes that KBC has incurred a net loss for the year due largely to a significant provision for impairment
made in respect of a legacy loan receivable asset held by KBC. As outlined in KBC’s ASX announcement dated 25
August 2017: Update – Private Equity Loan Receivable:
•
•
•
•
•
KBC Directors reduced the carrying value of the loan receivable from US$5.01 million to US$0.394 million
(A$0.511 million) in light of an assessment of the underlying value of the security provided for the loan,
which resulted in KBC recognising a US$4.611 million (A$5.996 million) provision for impairment expense
for the year;
The loan receivable relates to a US$4.3m limited recourse promissory note (Note) secured (via collateral
pledged) over a private equity fund which holds investments in US-based manufacturing/distribution
businesses (Fund);
The Note arose out of a restructure in April 2013 where, as part of arrangements to exit legacy aviation
investments (made whilst KBC was known as Mariner Bridge Investments Limited in 2006/2007) for US$29.7
million cash, KBC sold its interest in the Fund for US$4.3 million fully funded by a KBC loan with recourse
only to that asset sold (i.e. the Note) – in both instances, well before the current Board of KBC were
appointed as Directors;
In August 2017, KBC received the Fund’s 30 June 2017 Quarterly Report which disclosed a significant
reduction in the Fund’s gross asset position as well as notice from the Noteholder advising that it is ‘highly
unlikely that the Note will be satisfied on or before its scheduled maturity’ (on 29 December 2017) and
proposing a 3-year extension of the Note term or a ‘buy-out’ (retirement) of the Note for US$0.394 million;
In light of these matters, the KBC Board reduced the carrying value of the Note (receivable) to US$0.394
million pending a review of its position vis a vis the correspondence received and the terms of the Note.
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
2017
(5.11)
2016
(2.35)
27,017,599
29,693,976
The Company’s 5,770,000 (2016: 5,770,000) partly paid ordinary shares, to the extent that they have been paid
(1.5225 cents per share) have been included in the determination of the basic loss per share.
ANNUAL REPORT | 5
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
DIVIDENDS
The Company’s Directors have not declared a dividend.
Orion’s Directors have declared payment of a fully-franked special dividend as follows:
Dividend Rate
Record Date
Expected Payment Date
Franking
0.90 cent per share
22 September 2017
29 September 2017
100% franked
The Company’s entitlement to the Orion dividend will be $84,309.
CAPITAL MANAGEMENT
(a)
Securities in The Company
At the Balance Date, the Company has the following securities on issue:
(a)
(b)
27,155,358 listed fully paid ordinary shares (2016: 26,578,358 fully paid ordinary shares); and
5,193,000 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 395,317 voting shares2) (2016:
5,770,000 unlisted partly paid ordinary shares representing the equivalent of 439,241 voting shares),
making a total of 27,550,675 voting shares on issue (2016: 27,017,599 voting shares).
Save for the conversion of party paid shares (the subject of calls made by the Company as outlined below),
there were no securities issued or granted by the Company during or since the financial year.
(b)
Small Holding (Unmarketable Parcel) Share Sale Facility
On 6 October 2016, the Company initiated a ‘Small Holding (Unmarketable Parcel) Share Sale Facility’3 in
respect of small parcel shareholdings (unmarketable parcels) valued at $500 or less.
The Company refers to its ASX market announcement entitled “Small Holding (Unmarketable Parcel) Share
Sale Facility” dated 6 October 2016 for further details in relation to this capital management initiative.
As at the date of this report, the Company has not yet completed the sale of the aggregated small parcel
shareholdings. Once completed, affected small holders will receive a formal Sale Notice advising of the sale
details along with a proceeds cheque.
1 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 24 March 2016 and released on ASX on 31 March
2016
2
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
3 Refer Queste’s ASX announcement dated 6 October 2016: Small Holding (Unmarketable Parcel) Share Sale Facility
ANNUAL REPORT | 6
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QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
REVIEW OF OPERATIONS
1.
Orion Equities Limited (ASX: OEQ)
1.1. Current Status of Investment in Orion
Orion is a investment entity.
The Company holds 9,367,653 shares in Orion, being 59.86% of its issued ordinary share capital (2016:
9,367,653 shares and 59.86%). Orion has been recognised as a controlled entity and included as part of
the Queste’s results since 1 July 2002.
Queste shareholders are advised to refer to the 30 June 2017 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 and 1.3 below contain information extracted from Orion’s public statements.
1.2. Orion’s Portfolio Details as at 30 June 2017
Asset Weighting
Australian equities
Agribusiness 4
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
2017
48%
30%
24%
-
(2)%
100%
2016
55%
27%
18%
-
<1%
100%
Major Holdings in Securities Portfolio
Equities
Bentley Capital Limited
Strike Resources Limited
CBG Australian Equities Fund (Wholesale) (CBG Fund)
TOTAL
Fair Value
$’million
% of
Net Assets
ASX
Code
Industry Sector
Exposures
2.26
0.42
0.07
43.38%
8.07%
1.43%
BEL
SRK
N/A
2.75
52.88%
Diversified
Materials
Diversified
4 Agribusiness net assets include olive grove land, olive trees, buildings and plant and equipment.
ANNUAL REPORT | 7
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QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
1.3. Orion’s Assets
(a) Bentley Capital Limited (ASX: BEL)
Bentley is a listed investment company.
Queste holds 1.72% (1,300,000 shares) of Bentley’s issued ordinary share capital with Orion holding 26.95%
(20,513,783 shares) of Bentley’s issued ordinary share capital (2016: Queste held 1,300,000 shares (1.72%)
and Orion held 20,513,783 shares (27.20%)).
Bentley’s asset weighting as at 30 June 2017 was 93.5% Australian equities (2016: 89%), 1.7% intangible
assets (2016: 3.7%) and 4.8% net cash/other assets (2016: 7.2%).
Bentley had net assets of $11.95 million as at 30 June 2017 (2016: $16.29 million) and incurred an after-
tax net loss of $3.679 million for the financial year (2016: $0.526 million after-tax net profit).
Bentley paid two 0.50 cent fully franked dividends that were distributed on September 2016 and March 2017
at a total cost of $0.756 million (2016 distributions: two 0.50 cent fully franked dividend totalling $0.749
million).
Orion received $205,138 distributions from Bentley during the financial year (2016: $205,138).
Queste received $13,000 distributions from Bentley during the financial year (2016: $17,406).
Subsequent to 30 June 2017, Bentley announced its intention to pay a fully-franked dividend of 0.50 cent
per share. Orion’s and Queste’s entitlement from the fully franked dividend is expected to be $102,569 and
$6,500 respectively.
Bentley has a long distribution track record, as illustrated below:
Rate per share
0.50 cent
0.50 cent
0.50 cent
0.50 cent
0.50 cent
0.55 cent
0.95 cent
One cent
One cent
One cent
One cent
One cent
5.0 cents
2.4 cents
One cent
Nature
Dividend
Dividend
Dividend
Dividend
Dividend
Dividend
Dividend
Dividend
Return of capital
Return of capital
Return of capital
Return of capital
Return of capital
Dividend (Special)
Dividend
Queste’s Entitlement
$6,500
$6,500
$6,500
$8,703
$8,703
$9,573
$16,535
$17,406
$17,406
$17,406
$17,406
$17,406
$87,031
$41,775
$17,406
Orion’s Entitlement
$102,569
$102,569
$102,569
$102,569
$102,569
$112,826
$194,881
$205,138
$205,138
$205,138
$205,138
$205,138
$1,025,689
$492,331
$205,138
Payment Date
31 August 2017
31 March 2017
29 September 2016
18 March 2016
25 September 2015
20 March 2015
26 September 2014
21 March 2014
12 December 2013
18 April 2013
30 November 2012
19 April 2012
14 October 2011
26 September 2011
26 September 2011
Note:
Bentley has paid a distribution to shareholders every year (save on 4 occasions in its 32 year history) since its admission to ASX
in 1986. Refer to Bentley’s website for full distribution history
Shareholders are advised to refer to the 30 June 2017 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”.
ANNUAL REPORT | 8
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
(b)
Strike Resources Limited (ASX: SRK)
Strike owns the high grade Apurimac Magnetite Iron Ore Project and Cusco Magnetite Iron Ore Project in
Peru and is currently developing its Burke Graphite Project in Queensland and lithium exploration tenements
in Western Australia; Strike also retains relatively strong cash reserves of ~$5.3 million (as at 30 June
2017)5.
During the year, SRK shares traded on ASX within a range of 4 to 7.8 cents with a closing price of 4.1 cents
(and $5.96 million market capitalisation) as at 30 June 2017 and a current closing price of 4 cents (as at 30
August 2017).
Orion holds 10,000,000 Strike shares (6.88%) (30 June 2016: 10,000,000 shares (6.88%)) while Bentley
holds 52,553,493 Strike shares (36.16%). Therefore Orion has a deemed relevant interest in 62,553,493
Strike shares (43.041%6).
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 (currently on care and maintenance) with
approximately 64,500, 18 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.
2.
Queste’s Other Assets
In addition to the investment in controlled entity, Orion, Queste has:
(a)
a direct share investment in Associate entity, Bentley, being 1,300,000 shares (or 1.72% of Bentley’s
issued ordinary share capital) (2016: 1,300,000 shares and 1.72%).
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.
5 Refer SRK’s ASX Announcement dated 28 July 2017: June 2017 Quarterly Report
6 Refer Orion’s Change in Substantial Holding Notice dated 4 September 2016
ANNUAL REPORT | 9
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A.B.N. 58 081 688 164
DIRECTORS’ REPORT
ENVIRONMENTAL REGULATION
The Consolidated Entity is not subject to any particular or significant environmental regulation under Australian
Commonwealth or State legislation.
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 5,344,872 shares7
Other current directorships
in listed entities
(1)
(2)
(3)
Executive Chairman of Bentley Capital Limited (ASX:BEL) (since 2 December 2003)
Executive Chairman of Orion Equities Limited (ASX:OEQ) (since 23 October 2006)
Chairman (appointed 18 December 2015) of Strike Resources Limited (ASX:SRK) (Director
since 1 October 2015)
Former directorships in
other listed entities in past
3 years
None
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 roles with a number of ASX listed companies across the investments,
resources and technology sectors over the past 17+ years. Mr Ho is a Chartered Tax Adviser (CTA)
and previously had 9 years’ experience in the taxation profession with the Australian Tax Office
(ATO) and in a specialist tax law firm. Mr Ho has been actively involved in the investment
management of listed investment companies (as an Executive Director and or a member of the
Investment Committee), the structuring and execution of a number of corporate, M&A and
international joint venture (in South America, Indonesia and the Middle East) transactions, capital
raisings and capital management initiatives and has extensive experience in public company
administration, corporations’ law and stock exchange compliance and investor/shareholder
relations.
Relevant interest in shares 17,500 shares8
Other current positions
held in listed entities
Former positions in other
listed entities in past 3
years
(1)
(2)
(3)
(4)
Executive Director and Company Secretary of Orion Equities Limited (ASX:OEQ) (Secretary
since 2 August 2000 and Director since 4 July 2003)
Director and Company Secretary of Strike Resources Limited (ASX:SRK) (Director since
24 January 2014 and Company Secretary since 1 October 2015)
Company Secretary of Bentley Capital Limited (ASX:BEL) (since 5 February 2004)
Company Secretary of Keybridge Capital Limited (ASX:KBC) (since 13 October 2016)
Company Secretary of Alara Resources Limited (ASX:AUQ) (4 April 2007 to 31 August 2015)
7 Refer Farooq Khan’s Change of Director’s Interest Notice dated 7 June 2016
8 Refer Victor Ho’s Initial Director’s Interest Notice dated 3 April 2013
ANNUAL REPORT | 10
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
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 shares9
Other current
directorships in listed
entities
Non-Executive Director of Orion Equities Limited (ASX:OEQ) (since 5 November 1999).
Former directorships in
other listed entities in past
3 years
None
At the Balance Date, Yaqoob Khan is a resident overseas.
At the Company’s 2016 AGM 10:
•
Victor Ho retired as a Director (by rotation) pursuant to the Company’s Constitution and was re-elected a
Director at that AGM.
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
7
7
7
7
7
7
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 Queste’s activities, matters typically dealt with by an Audit or
Remuneration Committee are dealt with by the full Board.
9 Refer Yaqoob Khan’s Change of Director’s Interest Notice dated 6 September 2011
10 Refer Queste’s ASX announcement dated 29 November 2016: Results of 2016 Annual General Meeting
ANNUAL REPORT | 11
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
REMUNERATION REPORT
This Remuneration 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 Queste.
The information provided under headings (1) to (5) below has been audited for compliance with section 300A of
the Corporations Act 2001 (Cth) as required under section 308(3C).
(1) Remuneration Policy
The Board determines the remuneration structure of all Key Management Personnel having regard to the
Company’s strategic objectives, scale and scope of operations and other relevant factors, including
experience and qualifications, length of service, the duties and accountability of Key Management Personnel,
the frequency of Board meetings, market practice (including available data concerning remuneration paid
by other listed companies and in particular, companies of comparable size and nature) and the objective of
maintaining a balanced Board which has appropriate expertise and experience, at a reasonable cost to the
Company.
Corporate Governance Principles: The Company’s Corporate Governance Statement (CGS) also
addresses matters pertaining to the Board, Senior Management and Remuneration. The latest version of
the CGS may be downloaded from the Company’s website: http://queste.com.au/corporate-governance
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 $75,00015 per annum
inclusive of minimum employer superannuation contributions where applicable, to be divided as the Board
determines appropriate.
The Board has determined the following fixed cash remuneration for current Key Management Personnel
during the year as follows:
Executive Director
(1) Mr Farooq Khan (Executive Chairman and Managing Director) - a base salary of $31,250 (previously
voluntarily reduced from $62,500 to $31,250 (with effect on 1 April 2016) and from $125,000 to
$62,500 (with effect on 1 April 2013) to assist the Company in reducing its corporate overheads) per
annum plus employer superannuation contributions; and
(2) Mr Victor Ho (Executive Director and Company Secretary) - a base salary of $22,500 (previously
voluntarily reduced from $45,000 to $22,500 (with effect on 1 April 2016) to assist the Company in
reducing its corporate overheads) per annum plus employer superannuation contributions. Mr Ho
also agreed to join the Board as an Executive Director on 3 April 2013 at no further cost to the
Company.
Non – Executive Director
(3) 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.
15 As approved by shareholders at the Annual General Meeting held on 30 November 1999; refer Queste’s ASX announcement dated 30 November
1999: Results of Annual General Meeting of Shareholders
ANNUAL REPORT | 12
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
REMUNERATION REPORT
Special Exertions and Reimbursements: Pursuant to the Company’s Constitution, each Director is
entitled to receive:
(a)
(b)
Payment for reimbursement of all travelling, hotel and other expenses reasonably incurred by a
Director for the purpose of attending meetings of the Board or otherwise in and about the business
of the Company; and
In respect of Non-Executive Directors, payment for the performance of extra services or the making
of special exertions for the benefit of the Company (at the request of and with the concurrence of
the Board).
Short-Term Benefits: The Company does not have any short-term incentive (STI) cash bonus schemes
(or equivalent) in place for Key Management Personnel.
Long-Term Benefits: The Company does not have any long-term incentive (LTI) cash bonus schemes (or
equivalent) in place for Key Management Personnel.
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. Other than early termination benefits disclosed in ‘Employment Agreement’ below,
Key Management Personnel also have no right to termination payments save for payment of accrued unused
annual and long service leave (where applicable) (these accrued employee entitlements are not applicable
in respect of Non-Executive Directors). The Company notes that shareholder approval is required where a
Company proposes to make a “termination payment” (for example, a payment in lieu of notice, a payment
for a post-employment restraint and payments made as a result of the automatic or accelerated vesting of
share based payments) in excess of one year’s “base salary” (defined as the average base salary over the
previous 3 years) to a director or any person who holds a managerial or executive office.
Performance-Related Benefits and Financial Performance of Company: 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.
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.
2017
2016
2015
2014
2013
Loss Before Income Tax ($)
(2,122,392)
(896,730)
(1,055,911)
(1,209,082)
(3,453,436)
Basic Earnings/(Loss) per Share (cents)
(5.11)
(2.35)
(2.52)
(5.24)
(6.73)
Dividends Paid ($)
VWAP Share Price on ASX for financial year (cents)
Closing Bid Share Price at 30 June (cents)
-
7
7
-
7
5
-
0
6
-
14
14
-
9
9
ANNUAL REPORT | 13
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
REMUNERATION REPORT
(2) Employment Agreement
Details of the material terms of an employment agreement entered by the Company with a Key
Management Personnel are as follows:
Key
Management
Personnel
and
Position(s)
Held
Victor Ho
Company
Secretary (since
30 August
2000)
Executive
Director (since
3 April 2013)
Relevant
Date(s)
Base
Salary/Fees per
annum
Other Material Terms
25 January 2000
(date of
employment
agreement)
2009/2010
(date of effect
of current
remuneration)
$45,000
• The agreement has no fixed term or fixed rolling
plus employer
superannuation
contributions
(currently 9.5%
of base salary)
terms of service.
• Standard annual leave (20 days) and personal/sick
leave (10 days paid) entitlements plus entitlement to
long service leave of 60 days after 7 years of service
with an additional 5 days after each year of service
thereafter.
• One month’s notice of termination by the Company or
employee. Immediate termination without notice if
employee commits any serious act of misconduct.
The Company does not presently have formal service agreements or employment agreements with any
other Key Management Personnel.
(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
2017
Key
Management
Person
Executive Directors:
Farooq Khan
Victor Ho
Non-Executive Director:
Yaqoob Khan
Performance
related
Short-term Benefits
Post-
Employment
Benefits
Other
Long-term
Benefits
Cash, salary
and
commissions
$
Non-cash
benefit
$
Superannuation
$
31,249
22,500
15,000
-
-
-
1,425
2,138
-
%
-
-
-
Long
service
leave
$
-
-
-
2016
Key
Management
Person
Performance
related
Short-term Benefits
Post-
Employment
Benefits
Other
Long-term
Benefits
Cash, salary
and
commissions
$
%
Non-cash
benefit
$
Superannuation
$
Executive Directors:
Farooq Khan
Victor Ho
Non-Executive Director:
Yaqoob Khan
-
-
-
51,562
38,074
15,000
-
-
-
5,149
3,741
-
Long
service
leave
$
2,644
-
-
Equity
Based
Shares &
Options
$
-
-
-
Equity
Based
Shares &
Options
$
-
-
-
Total
$
32,674
24,638
15,000
Total
$
59,355
41,815
15,000
ANNUAL REPORT | 14
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
REMUNERATION REPORT
Paid by Orion to Key Management Personnel (who are also KMP of Queste)
2017
Key
Management
Personnel
Performance
related
%
Short-term Benefits
Cash, salary
and
commissions
$
Non-cash
benefit
$
Post-
Employment
Benefits
Other
Long-term
Benefits
Superannuation
$
Executive Directors:
Farooq Khan
Victor Ho
Non-Executive Director:
Yaqoob Khan
-
-
-
186,834
97,499
25,000
-
-
-
17,749
9,262
-
Equity
Based
Shares &
Options
$
-
-
-
Long
service
leave
$
-
-
-
2016
Key
Management
Personnel
Performance
related
%
Short-term Benefits
Cash, salary
and
commissions
$
Non-cash
benefit
$
Post-
Employment
Benefits
Superannuation
$
Other
Long-
term
Benefits
Long
service
leave
$
Equity
Based
Shares &
Options
$
Executive Directors:
Farooq Khan
Victor Ho
Non-Executive Director:
Yaqoob Khan
-
-
-
206,618
78,562
25,000
-
-
-
19,629
7,481
-
-
-
-
-
-
-
Victor Ho is also Company Secretary of Queste and Orion.
Total
$
204,583
106,761
25,000
Total
$
226,247
86,043
25,000
The tables above may be aggregated to arrive at the aggregate amount of each element of remuneration
of each Key Management Personnel paid or payable by the Queste and Orion during the financial year.
(4) 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.
(5)
Engagement of Remuneration Consultants
The Company has not engaged any remuneration consultants to provide remuneration recommendations in
relation to Key Management Personnel during the year. The Board has established a policy for engaging
external Key Management Personnel remuneration consultants which includes, inter alia, that the Non-
Executive Directors on the Remuneration Committee be responsible for approving all engagements of and
executing contracts to engage remuneration consultants and for receiving remuneration recommendations
from remuneration consultants regarding Key Management Personnel. Furthermore, the Company has a
policy that remuneration advice provided by remuneration consultants be quarantined from Management
where applicable.
ANNUAL REPORT | 15
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
REMUNERATION REPORT
(6)
Shares held by Key Management Personnel
The number of ordinary shares in the Company held by Key Management Personnel is set below:
Key Management
Personnel
Executive Directors:
Farooq Khan
Victor Ho
Non-Executive Director:
Yaqoob Khan
Balance at 30
June 2016 Additions
Received as part
of remuneration
Disposals
Balance at
30 June
2017
5,612,972
17,500
68,345
-
-
-
-
-
-
-
-
-
5,612,972
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).
(7) Voting and Comments on the Remuneration Report at the 2016 AGM
At the Company’s most recent (2016) AGM, a resolution to adopt the prior year (2016) Remuneration Report
was put to the vote and passed unanimously on a show of hands with the proxies received also indicating
majority 85.21% 16 support in favour of adopting the Remuneration Report. No comments were made on
the Remuneration Report that was considered at the AGM.
This concludes the audited Remuneration Report.
16 Refer Queste’s ASX announcement dated 29 November 2016: Results of 2016 Annual General Meeting
ANNUAL REPORT | 16
30 JUNE 2017
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 (Cth))
(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 2001 (Cth)), 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 2001 (Cth)); and
Subject to the terms of the deed and the Corporations Act 2001 (Cth), 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.
AUDITORS
Details of the amounts paid or payable to the Auditors for audit and non-audit services (tax services) provided
during the financial year are set out below:
Auditor
Rothsay Auditing
36,000
Consolidated Entity
Non-Audit
Services
Audit &
Review
Fees
$
$
-
Total
$
Audit &
Review
Fees
$
Company
Non-
Audit
Services
$
Total
$
36,000
14,000
-
14,000
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 (Cth). 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.
Rothsay Auditing continues in office in accordance with section 327B of the Corporations Act 2001 (Cth).
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001
(Cth) forms part of this Directors Report and is set out on page 19. This relates to the Auditor’s Independent Review
Report, where the Auditors state that they have issued an independence declaration.
ANNUAL REPORT | 17
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ REPORT
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 26, 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
31 August 2017
Victor Ho
Company Secretary
ANNUAL REPORT | 18
30 JUNE 2017
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 2017
Revenue
Other
Share of Associate entity's profit
Net gain on financial assets at fair value through profit or loss
Other revenue
Total revenue
Expenses
Net loss on financial assets at fair value through profit or loss
Share of Associate entity's loss
Olive grove 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
Other comprehensive income
Revaluation of assets, net of tax
Total comprehensive loss for the year
Loss attributable to:
Owners of Queste Communications Ltd
Non-controlling interest
Total comprehensive loss for the year is attributable to:
Owners of Queste Communications Ltd
Non-controlling interest
Note
2
3
5
2017
$
48,621
-
29,156
61
77,838
-
(1,324,263)
(37,913)
(140,470)
(479,847)
(34,615)
(53,800)
(4,645)
(124,677)
(2,122,392)
2016
$
55,604
163,526
-
1,159
220,289
(78,076)
-
(60,763)
(15,156)
(655,039)
(56,666)
(53,815)
(4,180)
(193,324)
(896,730)
(125,927)
(2,248,319)
-
(896,730)
-
-
(2,248,319)
(896,730)
(1,380,272)
(868,047)
(2,248,319)
(698,370)
(198,360)
(896,730)
(1,380,272)
(868,047)
(2,248,319)
(698,370)
(198,360)
(896,730)
Basic and diluted loss per share (cents) attributable to
the ordinary equity holders of the Company
6
(5.11)
(2.35)
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 20
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 30 June 2017
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss
Receivables
Other current assets
Total current assets
Non current assets
Receivables
Property held for development or resale
Investment in Associate entity
Property, plant and equipment
Olive trees
Deferred tax asset
Total non current assets
Total assets
Current liabilities
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
7
8
11
11
12
22
13
14
5
15
16
5
17
18
19
2017
$
235,476
494,360
41,216
6,573
2016
$
191,039
729,027
42,345
7,865
777,625
970,276
22,010
1,220,000
2,003,264
1,528,324
65,500
61,206
21,774
1,350,000
3,545,665
1,968,179
65,500
116,782
4,900,304
7,067,900
5,677,929
8,038,176
343,714
134,229
151,617
107,396
477,943
259,013
61,206
116,782
61,206
116,782
539,149
375,795
5,138,780
7,662,381
6,149,888
3,182,215
(6,281,531)
3,050,572
6,149,888
3,270,684
(4,769,667)
4,650,905
2,088,208
3,011,476
5,138,780
7,662,381
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 21
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
for the year ended 30 June 2017
Issued
capital
$
Reserves
$
Accumulated
losses
$
Non-
controlling
interest
$
Total
$
Balance at 1 July 2015
6,268,445
3,200,408
(4,057,596)
3,313,099
8,724,356
Loss for the year
Profit reserve transfer
Other comprehensive income
Total comprehensive
loss for the year
Transactions with owners in
their capacity as owners:
Partly paid shares
Transactions with
non-controlling interest
-
-
-
-
-
(299,998)
181,441
-
13,701
-
13,701
(698,370)
(13,701)
-
(198,360)
(896,730)
-
-
-
(712,071)
(198,360)
(896,730)
56,575
-
-
-
-
-
(103,263)
-
-
(46,688)
(299,998)
181,441
Balance at 30 June 2016
6,149,888
3,270,684
(4,769,667)
3,011,476
7,662,381
Balance at 1 July 2016
6,149,888
3,270,684
(4,769,667)
3,011,476
7,662,381
Loss for the year
Profit reserve
Other comprehensive income
Total comprehensive
loss for the year
Transactions with owners in
their capacity as owners:
Transactions with
non-controlling interest
-
-
-
-
-
131,592
-
(1,380,272)
(131,592)
-
(868,047)
(2,248,319)
-
-
-
-
131,592
(1,511,864)
(868,047)
(2,248,319)
-
(220,061)
-
(55,221)
(275,282)
Balance at 30 June 2017
6,149,888
3,182,215
(6,281,531)
2,088,208
5,138,780
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 22
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
CONSOLIDATED STATEMENT
OF CASH FLOWS
for the year ended 30 June 2017
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
2017
$
111,674
215,959
1,917
(547,085)
(68)
269,576
(5,753)
2016
$
46,491
227,047
5,769
(1,003,389)
(48)
973,442
(156,671)
Net cash provided by operating activities
7
46,220
92,641
Cash flows from investing activities
Purchase of plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Queste off-market share buy-back
Proceeds from calls on partly paid shares
Orion on-market share buy back
Net cash used in financing activities
(1,783)
(6,164)
(1,783)
(6,164)
-
-
-
-
(299,998)
181,441
(46,686)
(165,243)
Net increase /(decrease) in cash held
44,437
(78,766)
Cash and cash equivalents at beginning of financial year
191,039
269,805
Cash and cash equivalents at end of financial year
7
235,476
191,039
The accompanying notes form part of these consolidated financial statements
ANNUAL REPORT | 23
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
1.
ABOUT THIS REPORT
1.1
Background
(c)
Other Assets and Liabilities: Provides information
on other balance sheet assets and liabilities that do not
materially affect performance or give rise to material
financial risk:
financial report covers
This
financial
statement of the consolidated entity consisting of Queste
Communications Ltd, its subsidiary and investment in its
associate (the Consolidated Entity or Queste). The financial
report is presented in the Australian currency.
the consolidated
Queste Communications Ltd (the Company) is a company
limited by shares, incorporated in Western Australia, Australia
and whose shares are publicly traded on the Australian
Securities Exchange (ASX).
(d)
These financial statements have been prepared on a
streamlined basis where key information is grouped together
for ease of understanding and readability. The notes include
information which is required to understand the financial
statements and is material and relevant to the operations,
financial position and performance of the Consolidated Entity.
Information is considered material and relevant if, for example:
(a)
(b)
(c)
(d)
the amount in question is significant because of its size
or nature;
(e)
it is important for understanding the results of the
Consolidated Entity;
it helps to explain the impact of significant changes in
the Consolidated Entity’s business – for example,
acquisitions; or
it relates to an aspect of the Consolidated Entity’s
operations that is important to its future performance.
The notes are organised into the following sections:
(a)
Key Performance: Provides a breakdown of the key
individual line items in the statement of comprehensive
income that the Directors consider most relevant to
understanding performance and shareholder returns
for the year:
(f)
Notes
2
3
4
5
6
Revenue
Expenses
Segment information
Tax
Loss per share
Notes
11
12
13
14
15
16
Receivables
Property held for resale
Property, plant and equipment
Olive trees
Payables
Provisions
Capital Structure: This section outlines how the
Consolidated Entity manages its capital structure and
related financing costs, as well as capital adequacy and
reserves. It also provides details on the dividends paid
by the Company:
Notes
17
18
19
Issued capital
Reserves
Non-controlling interest
Consolidated Entity Structure: Provides details and
disclosures relating to the parent entity of the
Consolidated Entity, controlled entities, investments in
associates and any acquisitions and/or disposals of
businesses in the year. Disclosure on related parties is
also provided in the section:
Notes
20
21
22
23
Parent entity information
Investment in controlled entity
Investment in associate entity
Related party transactions
Other: Provides information on items which require
disclosure to comply with Australian Accounting
Standards and other regulatory pronouncements
however,
in
understanding the financial performance or position of
the Consolidated Entity:
considered
significant
are not
Notes
24
25
26
Auditors' remuneration
Contingencies
Events occurring after the reporting
period
(b)
Financial Risk Management: Provides information
about
the Consolidated Entity’s exposure and
management of various financial risks and explains
how these affect the Consolidated Entity’s financial
position and performance:
Significant and other accounting policies that summarise the
measurement basis used and presentation policies and are
relevant to an understanding of the financial statements are
provided throughout the notes to the financial statements.
Notes
7
8
9
10
Cash and cash equivalents
Financial assets at fair value through
profit or loss
Financial risk management
Fair value measurement of financial
instruments
ANNUAL REPORT | 24
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
1.2. Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting Standards,
the Australian
other authoritative pronouncements of
Accounting
Accounting
Board,
Interpretations and the Corporations Act 2001 (Cth), as
appropriate for for-profit entities.
Standards
Australia
Compliance with IFRS
The consolidated financial statements of the Consolidated
Entity also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis
and is based on historical costs modified by the revaluation of
selected non-current assets, and financial assets and financial
liabilities for which the fair value basis of accounting has been
applied.
1.3.
Principles of Consolidation
The consolidated financial statements incorporate the assets
and liabilities of the subsidiary of Queste Communications Ltd
as at 30 June 2017 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.
The controlled entity has 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.
1.4. Comparative Figures
Certain comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
1.5. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the
amount of GST, except where the amount of GST incurred is
not recoverable from the Australian Tax Office. In 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.
1.6.
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.
1.7. Dividends Policy
Provision is made for the amount of any dividend declared;
being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the financial year but not
distributed at the Balance Date.
1.8. New, revised or amending Accounting Standards
and Interpretations adopted
The Consolidated Entity has adopted all of the new, revised or
amending Accounting Standards and Interpretations issued by
the AASB that are mandatory for the current reporting period.
Any new, revised or amending Accounting Standards or
Interpretations that are not mandatory have not been early
adopted.
ANNUAL REPORT | 25
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
1.9. 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 been
considered and is expected to have limited 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, and
relevant
amending
standards
Application
date
Annual reporting
periods beginning
on or after 1
January 2018
Nature of Change
AASB 9 replaces AASB 139 Financial Instruments: Recognition and
Measurement.
Except for certain trade receivables, an entity initially measures a
financial asset at its fair value plus, in the case of a financial asset
not at fair value through profit or loss, transaction costs.
Debt instruments are subsequently measured at fair value through
profit or loss (FVTPL), amortised cost, or fair value through other
comprehensive income (FVOCI), on the basis of their contractual
cash flows and the business model under which the debt
instruments are held.
There is a fair value option (FVO) that allows financial assets on
initial recognition to be designated as FVTPL if that eliminates or
significantly reduces an accounting mismatch.
Equity instruments are generally measured at FVTPL. However,
entities have an irrevocable option on an instrument-by-instrument
basis to present changes in the fair value of non-trading
instruments in other comprehensive income (OCI) without
subsequent reclassification to profit or loss.
For financial liabilities designated as FVTPL using the FVO, the
amount of change in the fair value of such financial liabilities that
is attributable to changes in credit risk must be presented in OCI.
The remainder of the change in fair value is presented in profit or
loss, unless presentation in OCI of the fair value change in respect
of the liability’s credit risk would create or enlarge an accounting
mismatch in profit or loss.
All other AASB 139 classification and measurement requirements
for financial liabilities have been carried forward into AASB 9,
including the embedded derivative separation rules and the criteria
for using the FVO.
The incurred credit loss model in AASB 139 has been replaced with
an expected credit loss model in AASB 9.
The requirements for hedge accounting have been amended to
more closely align hedge accounting with risk management,
establish a more principle-based approach to hedge accounting and
address inconsistencies in the hedge accounting model in AASB
139.
ANNUAL REPORT | 26
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
1.9
Summary of Accounting Standards Issued but not yet Effective (continued)
AASB
reference
AASB 2014-10
Title and
Affected
Standard(s)
Amendments to
Australian Accounting
Standards – Sale or
Contribution of Assets
between an Investor
and its Associate or
Joint Venture
AASB 2016-5
Amendments to
Australian Accounting
Standards –
Classification and
Measurement of Share-
based Payment
Transactions
AASB 15, and
relevant
amending
standards
Revenue from
Contracts with
Customers
Nature of Change
Application date
The amendments clarify that a full gain or loss is
recognised when a transfer to an associate or joint
venture involves a business as defined in AASB 3 Business
Combinations.
Annual reporting
periods beginning on
or after 1 January
2018
Annual reporting
periods beginning on
or after 1 January
2018
Annual reporting
periods beginning on
or after 1 January
2018
Any gain or loss resulting from the sale or contribution of
assets that does not constitute a business, however, is
recognised only to the extent of unrelated investors’
interests in the associate or joint venture.
AASB 2015-10 defers the mandatory effective date
(application date) of AASB 2014-10 so that the
amendments are required to be applied for annual
reporting periods beginning on or after 1 January 2018
instead of 1 January 2016.
This Standard amends AASB 2 Share-based Payment,
clarifying how to account for certain types of share-
based payment transactions. The amendments provide
requirements on the accounting for:
• The effects of vesting and non-vesting conditions on
the measurement of cash-settled share-based
payments
• Share-based payment transactions with a net
settlement feature for withholding tax obligations
• A modification to the terms and conditions of a share-
based payment that changes the classification of the
transaction from cash-settled to equity-settled.
AASB 15 replaces all existing revenue requirements in
Australian Accounting Standards (AASB 111 Construction
Contracts, AASB 118 Revenue, AASB Interpretation 13
Customer Loyalty Programmes, AASB Interpretation 15
Agreements for the Construction of Real Estate, AASB
Interpretation 18 Transfers of Assets from Customers and
AASB Interpretation 131 Revenue – Barter Transactions
Involving Advertising Services) and applies to all revenue
arising from contracts with customers, unless the
contracts are in the scope of other standards, such as
AASB 117 (or AASB 16 Leases, once applied).
The core principle of AASB 15 is that an entity recognises
revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the
consideration to which an entity expects to be entitled in
exchange for those goods or services. An entity
recognises revenue in accordance with the core principle
by applying the following steps:
• Step 1: Identify the contract(s) with a customer
• Step 2: Identify the performance obligations in the
contract
• Step 3: Determine the transaction price
• Step 4: Allocate the transaction price to the
performance obligations in the contract
• Step 5: Recognise revenue when (or as) the entity
satisfies a performance obligation
ANNUAL REPORT | 27
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
1.9
Summary of Accounting Standards Issued but not yet Effective (continued)
AASB
reference
AASB 2017-1
Title and
Affected
Standard(s)
Amendments to
Australian Accounting
Standards – Transfers
of Investments
Property, Annual
Improvements 2014-
2016 Cycle and Other
Amendments
AASB
Interpretation
22
Foreign Currency
Transactions and
Advance Consideration
AASB 16
Leases
Nature of Change
The amendments clarify certain requirements in:
• AASB 1 First-time Adoption of Australian Accounting
Standards –deletion of exemptions for first-time
adopters and addition of an exemption arising from
AASB
Currency
Foreign
Transactions and Advance Consideration
Interpretation
22
• AASB 12 Disclosure of Interests in Other Entities –
clarification of scope
• AASB 128 Investments in Associates and Joint
Ventures – measuring an associate or joint venture
at fair value
• AASB 140 Investment Property – change in use.
The Interpretation clarifies that in determining the spot
exchange rate to use on initial recognition of the related
asset, expense or income (or part of it) on the
derecognition of a non-monetary asset or non-monetary
liability relating to advance consideration, the date of the
transaction is the date on which an entity initially
recognises the non-monetary asset or non-monetary
liability arising from the advance consideration. If there
are multiple payments or receipts in advance, then the
entity must determine a date of the transactions for each
payment or receipt of advance consideration.
AASB 16 requires lessees to account for all leases under
a single on-balance sheet model in a similar way to
finance leases under AASB 117 Leases. The standard
includes two recognition exemptions for lessees – leases
of ’low-value’ assets (e.g. personal computers) and short-
term leases (i.e. leases with a lease term of 12 months
or less). At the commencement date of a lease, a lessee
will recognise a liability to make lease payments (i.e. the
lease liability) and an asset representing the right to use
the underlying asset during the lease term (i.e., the right-
of-use asset).
Application date
Annual reporting
periods beginning on
or after 1 January
2018
Annual reporting
periods beginning on
or after 1 January
2018
Annual reporting
periods beginning on
or after 1 January
2019
Lessees will be required to separately recognise the
interest expense on
the
depreciation expense on the right-of-use asset.
liability and
lease
the
Lessees will be required to re-measure the lease liability
upon the occurrence of certain events (e.g. a change in
the lease term, a change in future lease payments
resulting from a change in an index or rate used to
determine those payments). The lessee will generally
recognise the amount of the re-measurement of the lease
liability as an adjustment to the right-of-use asset.
Lessor accounting is substantially unchanged from
today’s accounting under AASB 117. Lessors will continue
to classify all leases using the same classification principle
as in AASB 117 and distinguish between two types of
leases: operating and finance leases.
ANNUAL REPORT | 28
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
2.
REVENUE
The Consolidated Entity's operating loss before income tax includes the
following items of revenue:
Revenue
Rental revenue
Dividend revenue
Interest revenue
Other
Share of Associate entity's profit
Net gain on financial assets at fair value through profit or loss
Other revenue
2017
$
44,200
2,504
1,917
48,621
-
29,156
61
77,838
2016
$
44,200
5,635
5,769
55,604
163,526
-
1,159
220,289
Accounting policy
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:
(a) Sale of financial assets, goods and other assets
Revenue from the sale of financial assets, goods or other assets is recognised when the Consolidated Entity
has passed control of the financial assets, goods or other assets to the buyer.
(b) Interest revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the
financial assets.
(c) 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
(d) Other revenues
Other revenues are recognised on a receipts basis.
3.
EXPENSES
The Consolidated Entity's operating loss before income tax includes the
following items of expenses:
Net loss on financial assets at fair value through profit or loss
Share of Associate entity's loss
Olive grove operations
Depreciation of olive grove assets
Other expenses
Land operations
Impairment loss on property 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
2017
$
-
1,324,263
32,863
5,050
130,000
10,470
479,847
34,615
4,645
33,456
15,279
5,065
2016
$
78,076
-
41,071
19,692
-
15,156
655,039
56,666
4,180
34,166
13,423
6,226
ANNUAL REPORT | 29
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
3.
EXPENSES (continued)
Administration expenses
Professional fees
Audit fees
Legal fees
Depreciation
Other administration expenses
4.
SEGMENT INFORMATION
2017
Segment revenues
Revenue
Other
Total segment revenues
Personnel expenses
Finance expenses
Administration expenses
Depreciation expenses
Other expenses
Total segment loss
Segment assets
Cash and cash equivalents
Financial assets
Property held for development or resale
Investment in associate
Property, plant and equipment
Other assets
Total segment assets
2016
Segment revenues
Revenue
Other
Total segment revenues
Personnel expenses
Finance expenses
Administration expenses
Depreciation expenses
Other expenses
Total segment profit/(loss)
2017
$
21,837
36,000
6,902
7,566
52,372
2,200,230
2016
$
35,532
34,800
24,954
7,666
90,372
1,117,019
Investments
$
48,621
29,156
77,777
-
-
1,324,263
-
135,564
(1,382,050)
Olive grove
$
Corporate
$
-
-
-
-
61
61
Total
$
48,621
29,217
77,838
(10,915)
190
5,139
32,862
10,637
(37,913)
479,847
4,715
86,074
7,088
124,766
(702,429)
468,932
4,905
1,415,476
39,950
270,967
(2,122,392)
-
494,360
1,220,000
2,003,266
-
-
3,717,626
3,392
-
-
-
933,987
638,759
1,576,138
232,085
-
-
-
21,036
131,044
384,165
235,477
494,360
1,220,000
2,003,266
955,023
769,803
5,677,929
55,604
163,526
219,130
-
-
-
-
94,375
124,755
-
-
-
-
(86)
8,075
41,071
11,703
(60,763)
-
1,159
1,159
655,039
4,897
130,347
7,667
163,931
(960,722)
55,604
164,685
220,289
655,039
4,811
138,422
48,738
270,009
(896,730)
ANNUAL REPORT | 30
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
4.
SEGMENT INFORMATION (continued)
2016
Segment assets
Cash and cash equivalents
Financial assets
Property held for development or resale
Investment in associate
Property, plant and equipment
Other assets
Total segment assets
Investments
$
-
729,027
1,350,000
3,545,665
-
-
5,624,692
Olive grove
$
3,117
-
-
-
1,941,359
66,139
2,010,615
Corporate
$
187,922
-
-
-
26,820
188,127
402,869
Total
$
191,039
729,027
1,350,000
3,545,665
1,968,179
254,266
8,038,176
Accounting policy
The operating segments are reported in a manner consistent with the internal reporting provided to the "Chief
Operating Decision Maker" (CODM). The Consolidated Entity's CODM is the Board of Directors who is responsible
for allocating resources and assessing performance of the operating segments.
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 Grove.
Corporate items are mainly comprised of corporate assets, office expenses and income tax assets and liabilities.
Description of segments
(a)
Investments comprise equity investments in companies listed on the Australian Securities Exchange (ASX
unlisted managed funds and liquid financial assets;
(b) Olive grove is in relation to the olive grove farm in Gingin;
(c) Corporate items comprise corporate assets and operations
Liabilities
Liabilities are not reported to the Board of Directors by segment. All liabilities are assessed at a consolidated entity
level.
5.
TAX
The components of tax expense comprise:
Current tax
Deferred tax
(a)
The prima facie tax on operating loss before income tax is
reconciled to the income tax as follows:
Prima facie tax payable on operating loss before income tax at 27.5%
(2016: 28.5%)
Adjust tax effect of:
Other assessable income
Non-deductible expenses
Share of net (profit)/loss of associate
Current year tax losses not brought to account
Prior year's deferred tax assets recognition reversal
Income tax attributable to entity
2017
$
125,927
-
125,927
2016
$
-
-
-
(583,658)
(255,568)
85,992
1,434
364,172
132,060
125,927
125,927
92,699
11,432
(46,605)
198,042
-
-
ANNUAL REPORT | 31
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
5.
TAX (continued)
(b) Deferred tax assets
Employee benefits & accruals
Fair value losses
Deferred tax liabilities
Fair value gains
(i) Movements - deferred tax assets
At 1 July 2015
(Credited)/charged to income statement
At 30 June 2016
At 1 July 2016
(Credited)/charged to income statement
At 30 June 2017
(ii) Movements - deferred tax liabilities
At 1 July 2015
Charged/(Credited) to the profit and loss
At 30 June 2016
At 1 July 2016
Charged/(Credited) to the profit and loss
At 30 June 2017
(iii)
2017
$
-
61,206
61,206
2016
$
43,515
73,267
116,782
61,206
61,206
116,782
116,782
Employee
benefits
$
53,890
(10,375)
43,515
Fair value
losses
$
162,484
(89,217)
73,267
43,515
(43,515)
-
73,267
(12,061)
61,206
Fair value
gains
$
216,374
(99,592)
116,782
116,782
(55,576)
61,206
Total
$
216,374
(99,592)
116,782
116,782
(55,576)
61,206
Total
$
216,374
(99,592)
116,782
116,782
(55,576)
61,206
Deferred tax recognised directly in Other Comprehensive Income
Revaluations of land & intangible assets
125,926
-
Unrecognised deferred tax balances
Unrecognised deferred tax asset - revenue losses
Unrecognised deferred tax asset - capital losses
Unrecognised deferred tax asset - timing differences
3,847,565
277,958
1,554,693
5,680,216
3,888,490
35,241
1,399,976
5,323,707
Critical accounting judgement and estimate
The above deferred tax assets have not been recognised in respect of the above items because it is not probable
that future taxable profit will be available against which the Consolidated Entity can utilise the benefits. Revenue
and capital tax losses are subject to relevant statutory tests.
ANNUAL REPORT | 32
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
5.
TAX (continued)
Accounting policy
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based
on the notional income tax rate for each taxing jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in
the financial statements, and to unused tax losses (if applicable).
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when
the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively
enacted for each taxing jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible
and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain
temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is
recognised in relation to these temporary differences if they arose in a transaction, other than a business
combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable
that future taxable amounts will be available to utilise those temporary differences and losses. The amount of
deferred tax assets benefits brought to account or which may be realised in the future, is based on the assumption
that no adverse change will occur in income taxation legislation and the anticipation that the Consolidated Entity
will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of
deductibility imposed by the law.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities where the Company 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.
6.
LOSS PER SHARE
Basic and diluted loss per share (cents)
The following represents the loss and weighted average number of shares used
in the loss)per share calculations:
Loss after income tax attributable to Owners of Queste Communications Ltd ($)
Weighted average number of ordinary shares
2017
2016
(5.11)
(2.35)
(1,380,272)
(698,370)
Number of shares
27,017,599
29,693,976
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 earnings/(loss) per share. Diluted
earnings/(loss) per share is not calculated as it does not increase the earnings/(loss) per share.
ANNUAL REPORT | 33
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
6.
LOSS PER SHARE (continued)
Accounting policy
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.
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.
7.
CASH AND CASH EQUIVALENTS
Cash at bank
2017
$
235,476
2016
$
191,039
Accounting policy
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.
Reconciliation of operating loss after income tax to net cash used in
operating activities
Loss after income tax
Add non-cash items:
Depreciation
Net loss/(gain) on financial assets at fair value through profit or loss
Loss on land held for development or resale
Share of net loss/(profit) of Associate
(2,248,319)
(896,730)
40,429
(29,156)
130,000
1,324,263
48,737
78,076
-
(163,526)
Changes in assets and liabilities:
Financial assets at fair value through profit or loss
Receivables
Other current assets
Investments accounted for using the equity method
Payables
Provisions
Deferred tax
263,824
893
1,292
218,138
192,097
26,832
125,927
46,220
716,242
6,172
552
323,073
(10,340)
(9,615)
-
92,641
ANNUAL REPORT | 34
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
8.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Listed securities at fair value
Unlisted managed fund at fair value
2017
$
420,004
74,356
494,360
2016
$
462,777
266,250
729,027
Accounting policy
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, financial assets at fair value
through profit and loss 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 will
recognise its 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.
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 sheet date which is the current bid
price. The fair value of the unlisted managed fund is determined from unit price information provided by investment
manager. The Consolidated Entity’s investment portfolio is accounted for as a “financial assets at fair value through
profit and loss” and is carried at fair value.
9.
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 to Note 8). 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 assets and liabilities:
Cash and cash equivalents
Financial assets at fair value through profit or loss
Receivables
Payables
Net financial assets
Note
7
8
11
15
2017
$
235,476
494,360
41,216
771,052
(343,714)
427,338
2016
$
191,039
729,027
42,345
962,411
(151,617)
810,794
ANNUAL REPORT | 35
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
9.
FINANCIAL RISK MANAGEMENT (continued)
(a) Market risk
Market risk is the risk that the fair value and/or future cash flows from a financial instrument will fluctuate as a
result of changes in market factors. Market risk comprises of price risk from fluctuations in the fair value of
equities and interest rate risk from fluctuations in market interest rates.
(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%
(ii) Interest rate risk
Impact on
post-tax profit
Impact on other components
components of equity
2017
$
(27,204)
27,204
2016
$
29,562
(29,562)
2017
$
(27,204)
27,204
2016
$
29,562
(29,562)
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 1.35% (2016: 1.35%). The revenue exposure is immaterial in terms of the possible
impact on profit or loss or total equity.
Cash at bank and in hand
2017
$
235,476
2016
$
191,039
ANNUAL REPORT | 36
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
9.
FINANCIAL RISK MANAGEMENT (continued)
(b) Credit risk
Credit risk refers to the risk that a counterparty under a financial instrument will default (in whole or in part)
on its contractual obligations resulting in financial loss to the Consolidated Entity. Credit risk arises from cash
and cash equivalents and deposits with banks and financial institutions, including outstanding receivables and
committed transactions. Concentrations of credit risk are minimised primarily by undertaking appropriate due
diligence on potential investments, carrying out all market transactions through approved brokers, settling non-
market transactions with the involvement of suitably qualified legal and accounting personnel (both internal
and external), and obtaining sufficient collateral or other security (where appropriate) as a means of mitigating
loss from defaults. The Consolidated Entity's business activities do not necessitate the
the risk of financial
requirement for collateral as a means of mitigating the risk of financial loss from defaults.
The credit quality of the financial assets are neither past due nor impaired and can be assessed by reference to
information about counterparty
external credit ratings (if available with Standard & Poor's) or to historical
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-
Receivables (due within 30 days)
No external credit rating available
2017
$
234,523
59
234,582
2016
$
150,287
38,857
189,144
41,216
42,345
The Consolidated Entity measures credit risk on a fair value basis. The carrying amount of financial assets
recorded in the financial statements, net any provision for losses, represents the Consolidated Entity's
maximum exposure to credit risk.
(c) Liquidity risk
Liquidity risk is the risk that the Consolidated Entity will encounter difficulty in meeting obligations associated
with financial
liabilities. The Consolidated Entity has no borrowings. The Consolidated Entity's non-cash
investments can be realised to meet trade and other payables arising in the normal course of business. The
financial liabilities disclosed in the above table have a maturity obligation of not more than 30 days.
10. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
Fair value hierarchy
AASB 13 (Fair Value Measurement) 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)
ANNUAL REPORT | 37
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
10. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (continued)
Level 2
$
Level 1
$
2017
Financial assets at fair value through profit or loss:
Listed securities at fair value
Unlisted managed fund at fair value
Land at independent valuation
Olive trees
Total
2016
Financial assets at fair value through profit or loss:
Listed securities at fair value
Unlisted managed fund at fair value
Land at independent valuation
Olive trees
Total
420,004
-
-
-
420,004
462,777
-
-
-
-
74,356
-
-
74,356
-
266,250
-
-
462,777
266,250
Level 3
$
Total
$
-
-
1,340,455
65,500
1,405,955
420,004
74,356
1,340,455
65,500
1,900,315
-
-
1,741,664
65,500
1,807,164
462,777
266,250
1,741,664
65,500
2,536,191
There have been no transfers between the levels of the fair value hierarchy during the financial year.
Accounting policy
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
instruments traded in active markets (such as publicly traded
disclosure purposes. The fair value of financial
derivatives, and trading and available-for-sale securities) is based on quoted market prices at the Balance Date.
The quoted market price used for financial assets held by the Consolidated Entity is the current bid price; the
appropriate quoted market price for financial liabilities is the current ask price.
The fair value of financial
instruments that are not traded in an active market (for example over-the-counter
derivatives) is determined using valuation techniques, including but not limited to recent arm’s length transactions,
reference 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.
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
“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 8).
ANNUAL REPORT | 38
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
10. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (continued)
(a) Valuation techniques
The fair value of the listed securities 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 managed fund investment 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 was valued by an independent qualified valuer (a Certified Practising Valuer and Associate
Member of the Australian Property Institute) as at 15 June 2017. 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's fair value by approximately $54,000. There has
been no unusual circumstances that may affect the value of the trees.
At Level 3 the olive trees' value was assessed as at 30 June 2017 by the Directors. The fair value of the trees is
at the Orion 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 18 year old
fruiting trees. There are no age limits to the commercial viability of an olive grove. A 1% change in the
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.
(b) Level 3 assets
At 1 July 2015
Addition/(Disposal)
At 30 June 2016
Revaluation
At 30 June 2017
(c) Fair values of other financial assets and liabilities
Cash and cash equivalents
Receivables
Payables
Land
$
1,741,664
-
1,741,664
(401,209)
1,340,455
Olive trees
$
65,500
-
65,500
-
65,500
2017
$
235,476
41,216
276,692
(343,714)
(67,022)
Total
$
1,807,164
-
1,807,164
(401,209)
1,405,955
2016
$
191,039
42,345
233,384
(151,617)
81,767
Due to their short-term nature, the carrying amounts of cash, current receivables and current payables is
assumed to approximate their fair value.
ANNUAL REPORT | 39
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
11. RECEIVABLES
Current
Deposit
GST receivable
Other receivables
Receivable from related parties
Non current
Bonds and guarantees
2017
$
27,500
8,583
3,242
1,891
41,216
2016
$
27,500
8,647
4,207
1,991
42,345
22,010
21,774
Accounting policy
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.
Risk exposure
The Consolidated Entity’s exposure to credit and interest rate risks is discussed in Note 9.
Impaired trade receivables
None of the Consolidated Entity's receivables are impaired or past due.
12. PROPERTY HELD FOR RESALE
Property held for development or resale
Revaluation of property
2017
$
3,797,339
(2,577,339)
1,220,000
2016
$
3,797,339
(2,447,339)
1,350,000
Critical accounting judgement and estimate
Property held for development or resale was last valued by an independent qualified valuer (a Certified Practising
Valuer and Associate Member of the Australian Property Institute) as at 9 June 2017. The impairment loss of
$130,000 has been recognised in the Statement of Profit or Loss and Other Comprehensive Income.
Accounting policy
Property held for resale 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
to account on the signing of an
charges incurred after development are expensed. Profits are brought
unconditional contract of sale.
13. PROPERTY, PLANT AND EQUIPMENT
2017
Freehold land
Buildings
Plant and equipment
2016
Freehold land
Buildings
Plant and equipment
Cost
$
1,117,889
124,867
1,388,593
2,631,349
1,117,889
124,867
1,386,810
2,629,566
Accumulated
Revaluation Depreciation
$
$
222,566
-
-
222,566
623,775
-
-
623,775
-
(65,779)
(1,259,812)
(1,325,591)
-
(60,988)
(1,224,174)
(1,285,162)
Total
$
1,340,455
59,088
128,781
1,528,324
1,741,664
63,879
162,636
1,968,179
ANNUAL REPORT | 40
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
13. PROPERTY, PLANT AND EQUIPMENT (continued)
Movements in carrying amounts
At 1 July 2015
Additions
Depreciation expense
At 30 June 2016
At 1 July 2016
Revaluation
Additions
Depreciation expense
At 30 June 2017
Freehold land
$
1,741,664
-
-
1,741,664
1,741,664
(401,209)
-
-
1,340,455
Buildings
$
69,059
-
(5,180)
63,879
63,879
-
-
(4,791)
59,088
Plant and
equipment
$
200,029
6,164
(43,557)
162,636
162,636
-
1,783
(35,638)
128,781
Total
$
2,010,752
6,164
(48,737)
1,968,179
1,968,179
(401,209)
1,783
(40,429)
1,528,324
Critical accounting judgement and estimate
Land was valued by an independent qualified valuer (a Certified Practising Valuer and Associate Member of the
Australian Property Institute) as at 15 June 2017. The revaluation loss of $401,209 has been recognised in the
Asset Revaluation Reserve (refer to Note 18).
In assessing the recoverable amount of the groups farm property, plant and equipment, management monitors the
worldwide olive oil prices annually in determining if the Gingin olives should be harvested. As such the property,
plant and equipment is carried at its written down value and continues to be depreciated as it is in a condition to be
used to generate economic benefits to the group at such time as required and the assets are maintained in fair
condition and therefore their recoverable amount has been assessed to be in excess of their carrying values at
reporting date.
Accounting policy
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 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 asset’s employment and subsequent disposal. The expected net cash flows
have been discounted to their present value in determining the recoverable amount.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Consolidated Entity
and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement
of Profit or Loss and Other Comprehensive Income during the financial period in which they are incurred.
ANNUAL REPORT | 41
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
13. PROPERTY, PLANT AND EQUIPMENT (continued)
Accounting policy (continued)
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 or loss. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset
are transferred to retained earnings.
Class of Fixed Asset
Buildings
Plant and Equipment
Rate
7.50%
5-75%
Method
Diminishing Value
Diminishing Value
14. OLIVE TREES
Olive trees - at cost
Revaluation
2017
$
300,000
(234,500)
65,500
2016
$
300,000
(234,500)
65,500
Critical accounting judgement and estimate
There are approximately 64,500 18 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.
Accounting policy
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 is
measured at its fair value less estimated point-of-sale costs at the point of harvest.
15. PAYABLES
Current
Trade payables
Dividend payable
GST payable
Other payables and accrued expenses
Directors' fees and entitlements
2017
$
6
-
14,931
86,053
242,724
343,714
2016
$
67,787
-
10,880
72,950
-
151,617
Accounting policy
These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the end of
the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Risk exposure
The Consolidated Entity’s exposure to risks arising from current payables is set out in Note 9.
16. PROVISIONS
Current
Employee benefits - annual leave
Employee benefits - long service leave
2017
$
2016
$
15,014
119,215
134,229
12,752
94,644
107,396
ANNUAL REPORT | 42
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
16. PROVISIONS (continued)
Accounting policy
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.
(a) Amounts not expected to be settled within 12 months
The provision for annual leave and long service leave is presented as current since the Consolidated Entity
does not have an unconditional right to defer settlement for any of these employee benefits. Long service
leave covers all unconditional entitlements where employees have completed the required period of service
and also where employees are entitled to pro-rata payments in certain circumstances.
Based on past experience, the employees have never taken the full amount of long service leave or require
payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or
paid within the next 12 months:
Leave obligations expected to be settled after 12 months
17. ISSUED CAPITAL
Fully paid ordinary shares
Partly paid ordinary shares
2017
Number
26,578,358
5,770,000
2016
Number
26,578,358
5,770,000
2017
$
119,215
2017
$
5,935,679
214,209
6,149,888
2016
$
94,644
2016
$
5,935,679
214,209
6,149,888
Accounting policy
Ordinary shares are classified as equity. Fully paid ordinary shares carry one vote per share and the right to
dividends. 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.
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.
ANNUAL REPORT | 43
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
17. ISSUED CAPITAL (continued)
Movement in fully paid ordinary shares
At 1 July 2015
Issue of shares
Equal access share buy-back - refer (a)
Issue of shares
Date of issue
11-Dec-15
27-May-16
30-Jun-16
At 30 June 2016
At 1 July 2016
At 30 June 2017
Movement in partly paid ordinary shares
At 1 July 2015
Call on partly paid shares - refer (b)
Partly paid shares cancelled
Equal access share buy-back - refer (a)
Call on partly paid shares - refer (b)
Partly paid shares cancelled
03-Dec-15
27-May-16
30-Jun-16
At 30 June 2016
At 1 July 2016
At 30 June 2017
Issue price
$
0.20
0.09
0.20
0.20
0.20
Number
of shares
28,817,316
900,000
(3,220,914)
81,956
26,578,358
26,578,358
26,578,358
9,000,000
-
(900,000)
(2,248,044)
-
(81,956)
5,770,000
5,770,000
5,770,000
$
6,029,170
180,000
(289,882)
16,391
5,935,679
5,935,679
5,935,679
239,275
166,298
(180,000)
(10,116)
15,143
(16,391)
214,209
214,209
214,209
(a) Equal access share buy-back
On 26 May 2016, the Company's Off-Market Equal Access Share Buy-Back (approved by shareholders at the
General Meeting held on 17 March 2016) (Buy-Back) closed with the following shares being bought-back and
cancelled:
3,220,914 fully paid ordinary shares were bought back for 9 cents per share at a cost of $289,882; and
2,248,044 partly paid ordinary shares were bought back for 0.45 cent per share at a total cost of $10,116,
(i)
(ii)
with the total cost of the Buy-Back being $299,998.
(b) Call on partly paid ordinary shares
On 3 December 2015 and 30 June 2016, there was a conversion of 900,000 and 81,956 partly paid shares
respectively 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 $181,441 in total) due and payable in respect of these 981,956
partly paid shares.
(c) 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.
The Consolidated Entity has no external borrowings. The Consolidated Entity's non-cash investments can be
realised to meet accounts payable arising in the normal course of business.
ANNUAL REPORT | 44
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
18. RESERVES
Option premium reserve
Asset revaluation reserve
Revaluations of freehold land
Deferred tax on revaluations
Non-controlling interest
Other reserve
Dilution movement
Non-controlling Interest
Profit Reserve
2017
$
2,138,012
2016
$
2,138,012
222,566
(61,206)
(64,770)
96,590
1,071,663
(269,343)
802,320
623,775
(187,132)
(175,267)
261,376
1,071,663
(214,068)
857,595
145,293
13,701
3,182,215
3,270,684
The Asset Revaluation Reserve relates to the revaluation of Orion's Olive Grove Land, as assessed by an
independent qualified valuer (a Certified Practising Valuer and Associate Member of the Australian Property
Institute) as at 15 June 2017. (Refer to Note 13)
Other Reserve relates the differences which may arise as a result of transactions with non-controlling interests that
do not result in a loss of control.
Profits Reserve increase will arise when the Company or its subsidiaries generates a net profit (after tax) for a
relevant financial period (i.e. half year or full year) which the Board determines to credit to the company’s Profits
Reserve. Dividends may be paid out of (and debited from) the company’s Profits Reserve, from time to time.
19. NON-CONTROLLING INTEREST
Issued capital
Asset revaluation reserve
Other reserve
Accumulated losses
2017
$
7,549,512
64,770
269,343
(5,795,417)
2,088,208
2016
$
7,549,512
175,267
214,068
(4,927,371)
3,011,476
The non-controlling interest is a 40.14% (2016: 40.14%) equity holding in Orion Equities Limited (not held by the
Company).
Accounting policy
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 (refer to Note 18) within equity attributable to owners of
Queste Communications Ltd.
ANNUAL REPORT | 45
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
20. PARENT ENTITY INFORMATION
The following information provided relates to the Company, Queste Communications Ltd, as at 30 June 2017.
Statement of profit or loss and other comprehensive income
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Statement of financial position
Current assets
Non current assets
Total assets
Current liabilities
Total liabilities
Net assets
Issued capital
Option premium reserve
Accumulated losses
Equity
2017
$
(315,045)
-
2016
$
(318,411)
-
(315,045)
(318,411)
36,022
2,040,024
2,076,046
130,030
2,225,061
2,355,091
154,391
154,391
118,391
118,391
1,921,655
2,236,700
6,149,888
2,138,012
(6,366,245)
1,921,655
6,149,888
2,138,012
(6,051,200)
2,236,700
21. INVESTMENT IN CONTROLLED ENTITY
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary with
non-controlling interest:
Ownership Interest
Orion Equities Limited
Incorporated
Australia
Parent
2017
59.86%
Non-Controlling Interest
2016
59.86%
2017
40.14%
2016
40.14%
Summarised financial
consolidated entity are set out below:
information of
the subsidiary with non-controlling interests that are material
to the
Summarised statement of profit or loss and other comprehensive
income
Revenue
Expenses
Loss before income tax expense
Income tax expense
Loss after income tax expense
Other comprehensive income
Total comprehensive loss for the year
2017
$
78,019
(1,976,940)
(1,898,921)
(125,927)
(2,024,848)
(275,283)
(2,300,131)
2016
$
198,781
(742,734)
(543,953)
-
(543,953)
-
(543,953)
ANNUAL REPORT | 46
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
21. INVESTMENT IN CONTROLLED ENTITY (continued)
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
2017
$
725,358
4,861,645
5,587,003
2016
$
826,409
6,933,370
7,759,779
323,466
61,206
384,672
140,535
116,782
257,317
5,202,331
7,502,462
129,038
(123)
-
128,915
(14,226)
(1,107)
(46,686)
(62,019)
(868,047)
2,088,208
(198,360)
3,011,476
Accounting policy
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.
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. The controlled entity has 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.
Changes in Ownership Interests
When the Consolidated Entity ceases to have control, 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.
ANNUAL REPORT | 47
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
22. INVESTMENT IN ASSOCIATE ENTITY
Ownership Interest
Carrying Amount
Bentley Capital Limited (ASX:BEL)
28.66%
28.93%
2017
2016
2017
$
2,003,264
2016
$
3,545,665
Accounting policy
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. On
initial recognition investment in associates are recognised at cost, for investments which were classified as fair value
through profit or loss, any gains or losses previously recognised are reversed through profit or loss. 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.
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. The associated entity
has a June financial year-end.
Changes in ownership interests
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share
of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where
appropriate.
Movements in carrying amounts
Opening balance
Sale of BEL shares
Share of net loss after tax
Dividends received
Closing balance
2017
$
3,545,665
-
(1,324,263)
(218,138)
2,003,264
2016
$
3,705,212
(100,529)
163,526
(222,544)
3,545,665
Fair value (at market price on ASX) of investment in Associate entity
2,399,516
2,944,861
Net asset backing value of investment in Associate entity
3,425,714
4,712,038
ANNUAL REPORT | 48
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
22. INVESTMENT IN ASSOCIATE ENTITY (continued)
2017
$
2016
$
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
190,401
(3,868,917)
(3,678,516)
-
3,258,497
(2,732,417)
526,080
-
(3,678,516)
526,080
-
-
(3,678,516)
526,080
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
23. RELATED PARTY TRANSACTIONS
8,107,288
4,063,419
12,170,707
13,159,280
3,430,002
16,589,282
209,628
9,015
218,643
291,726
9,835
301,561
11,952,064
16,287,721
The Company has control of Orion Equities Limited (Orion) as it holds 59.86% (9,367,653 shares) of Orion's issued
capital (2016: 59.86% and 9,367,653 shares). During the year there were transactions between the Company,
Orion and Associate Entity, Bentley Capital Limited (ASX:BEL), pursuant to shared office and administration expense
arrangements. There were no outstanding amounts at the reporting date.
Bentley Capital Limited
Dividends Received
(b) Transactions with key management personnel
2017
$
13,000
2016
$
17,406
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 2017. The total
remuneration paid to KMP of the Consolidated Entity during the year is as follows:
Directors
Short-term employment benefits
Post-employment benefits
2017
$
192,249
12,921
205,170
2016
$
417,460
36,000
453,460
During the year, the Consolidated Entity generated $44,200 rental income from a KMP/close family member of
KMP (the KMP being Director, Farooq Khan), pursuant to a standard form residential tenancy agreement in
respect of Property Held for Resale (held by Orion subsidiary, Silver Sands Developments Pty Ltd).
ANNUAL REPORT | 49
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2017
24. AUDITORS' REMUNERATION
During the year the following fees were paid for services provided by the auditor of the parent entity:
Rothsay Auditing
Audit and Review of Financial Statements
BDO Audit (WA) Pty Ltd
Audit and review of financial statements
Taxation services
Other services
2017
$
36,000
-
-
-
36,000
2016
$
36,000
550
2,901
12,565
52,016
25.
CONTINGENCIES
(a)
Directors' Deeds
The Company has entered into Deeds of Indemnity with each of its Directors indemnifying them against
liability incurred in discharging their duties as Directors/Officers of the Consolidated Entity. At the end of the
financial period, no claims have been made under any such indemnities and accordingly, it is not possible to
quantify the potential financial obligation of the Consolidated Entity under these indemnities.
(b)
Tenement Royalties
The Consolidated Entity is entitled to receive a royalty of 2% of gross revenues (exclusive of GST) from any
commercial exploitation of any minerals from the Paulsens East (Iron Ore) Project tenement (currently a
Retention Licence RL 47/7) in Western Australia currently held by Strike Resources Limited (ASX:SRK).
26.
EVENTS OCCURRING AFTER THE REPORTING PERIOD
(a)
Associate entity, Bentley Capital Limited (ASX:BEL), announced its intention to pay a fully-franked dividend of
0.5 cent per share on 31 August 2017. The Company’s entitlement to such dividend would be $6,500. Orion's
entitlement to such dividend would be $102,569.
(b) Controlled entity, Orion Equities Limited (ASX:OEQ), has declared payment of a fully-franked special dividend
of 0.9 cent per share in September 2017. The Company’s entitlement to such dividend would be $84,309.
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 | 50
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
(1)
(2)
(3)
(4)
The financial statements, Consolidated Statement of Profit or Loss and Other Comprehensive Income,
Consolidated Statement of Financial Position, Consolidated Statement of Cash Flows, Consolidated
Statement of Changes in Equity, and accompanying notes as set out on pages 20 to 50 are in accordance
with the Corporations Act 2001 (Cth) and:
(a)
(b)
comply with Australian Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting; and
give a true and fair view of the Consolidated Entity’s financial position as at 30 June 2017 and of its
performance for the year ended on that date;
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 (Cth)
by the Executive Chairman/Managing Director (the person who, in the opinion of the Directors, performs
the Chief Executive Officer function) and Company Secretary (the person who, in the opinion of the Directors,
performs the Chief Financial Officer function); and
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 (Cth).
Farooq Khan
Chairman
31 August 2017
Victor Ho
Company Secretary
ANNUAL REPORT | 51
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
SECURITIES INFORMATION
as at 24 October 2017
DISTRIBUTION OF LISTED ORDINARY FULLY PAID SHARES
Spread of Holdings
Number of Holders
Number of Units
% of Total Issue Capital
1
1,001
5,001
10,001
100,001
Total
-
-
-
-
-
1,000
5,000
10,000
100,000
and over
12
48
59
95
25
239
7,372
135,915
537,749
2,604,646
23,869,676
27,155,358
0.027%
0.501%
1.980%
9.592%
87.900%
100%
UNMARKETABLE PARCELS
Spread
of Holdings
Number of Holders
Number of Shares
% of Total Issued Capital
1
9,616
-
-
9,615
over
TOTAL
78
161
239
271,307
26,884,051
27,155,358
0.999%
99.001%
100%
An unmarketable parcel is considered, for the purposes of the above table, to be a shareholding of 9,615 shares or less, being a value of
$500 or less in total, based upon the Company’s last sale price on ASX as at 24 October 2017 of $0.052 per share.
DISTRIBUTION OF UNLISTED PARTLY PAID ORDINARY SHARES
Name
Chi Tung Investments Ltd
No. of Partly Paid Shares
% Voting Power
5,193,000
1.435%
These 5,193,000 ordinary shares were issued at a price of 20 cents per share and have been partly paid to 1.5225 cent each and have an
outstanding amount payable of 18.4775 cents per share. These shares carry voting rights proportional to the amount paid up per share.
This is equivalent to 395,317 total voting shares.
Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (27,155,358) plus the equivalent voting shares
associated with the partly paid shares on issue based on the amount paid up per partly paid share (395,317), being a total of 27,550,675
voting shares.
ANNUAL REPORT | 55
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
SECURITIES INFORMATION
as at 24 October 2017
SUBSTANTIAL SHAREHOLDERS
Substantial
Shareholders
Registered
Shareholder
Registered
Fully Paid
Shareholding
Registered
Partly Paid
Shareholding
Azhar Chaudhri,
Renmuir Holdings
Limited
and Chi Tung
Investments Ltd1
Bell IXL
Investments
Limited
and associates3
Farooq Khan and
associates4
Manar Nominees
Pty Ltd and
Zelwar
Superannuation
Pty Ltd5
Renmuir Holdings Ltd
3,277,780
Chi Tung Investments
Ltd
3,608,956
Mr Azhar Chaudhri
1,436,001
Chi Tung Investments
Ltd
Cleod Pty Ltd
1,985,684
Bell IXL Investments
Limited
Cellante Securities Pty
Limited
1,444,745
1,916,900
Island Australia Pty Ltd
3,668,577
Farooq Khan
1,676,295
Manar Nominees Pty
Ltd
1,617,910
Zelwer Superannuation
Pty Ltd
130,405
Total
Voting
Shares
%Voting
Power6
8,718,054
31.644%
Voting
Shares
3,277,780
3,608,956
1,436,001
-
-
-
5,193,000
395,3172
-
-
-
-
-
-
-
1,985,684
1,444,745
1,916,900
3,668,577
1,676,295
1,617,910
130,405
5,347,329
19.409%
5,344,872
19.400%
1,748,315
6.346%
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Based on the substantial shareholding notice filed by Azhar Chaudhri and associates dated 23 October 2017
Voting shares attributable to 5,193,000 partly paid ordinary shares (issued at a price of 20 cents per share) which have been partly paid
to 1.5225 cents each
Based on the substantial shareholding notice filed by Bell IXL Investments Limited dated 28 January 2014 (updated to reflect current
registered shareholdings and percentage voting power)
Based on the Change of Interests of Substantial Holder notice filed by Farooq Khan and associates dated 20 November 2014 (updated to
reflect current registered shareholdings and percentage voting power)
Based on the substantial shareholding notice filed by Manar Nominees Pty Ltd dated 29 December 2003 (updated to reflect current
registered shareholdings and percentage voting power)
Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (27,155,358) plus the equivalent voting shares
associated with the partly paid shares on issue based on the amount paid up per partly paid share (395,317), being a total of 27,550,675
voting shares.
Movements of less than 1% in voting power are not required to be disclosed to ASX via an updated 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. Current registered shareholdings have been disclosed (where applicable).
ANNUAL REPORT | 56
30 JUNE 2017
QUESTE COMMUNICATIONS LTD
A.B.N. 58 081 688 164
SECURITIES INFORMATION
as at 24 October 2017
TOP 20 ORDINARY FULLY PAID SHAREHOLDERS
Rank
Shareholder
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
RENMUIR HOLDINGS LTD
CHI TUNG INVESTMENTS LTD
MR AZHAR AMIN CHAUDHRI
CLEOD PTY LTD
BELL IXL INVESTMENTS LIMITED
CELLANTE SECURITIES PTY LIMITED
ISLAND AUSTRALIA PTY LTD
FAROOQ KHAN
MANAR NOMINEES PTY LTD
ZELWER SUPERANNUATION PTY LTD
COWOSO CAPITAL PTY LTD
J P MORGAN NOMINEES AUSTRALIA LIMITED
MS ROSANNA DE CAMPO
GLENVIEW SERVICES PTY LTD
GIBSON KILLER PTY LTD
MR AYUB KHAN
MRS AFIA KHAN
MR SIMON KENNETH CATO & MRS KAYE LOUISE HOPKINS
ROSEMONT ASSET PTY LTD
GA & AM LEAVER INVESTMENTS PTY LTD
TOMATO 2 PTY LTD
MR JOHN CHENG-HSIANG YANG & MS PEGA PING PING MOK
MR ANTHONY NEALE KILLER & MRS SANDRA MARIE KILLER
MR EUGENE RODRIGUEZ
MRS MARY THERESE CAMILLERI
MRS LINDA ANN OATES
DR SIEW AM UN
Shares Held
Total
Shares
% Issued
Capital
% Voting
Power*
3,277,780
3,608,956
1,436,001
Sub-total
1,985,684
1,444,745
1,916,900
Sub-total
3,668,577
1,676,295
Sub-total
1,617,910
130,405
Sub-total
00
00
00000
8,322,737
00
0
0
5,347,329
0
0
5,344,872
0
0
1,748,315
0
0
0
30.649%
30.209%
19.692%
19.409%
19.683%
19.400%
6.438%
6.346%
830,834
3.060%
3.016%
341,075
1.256%
1.238%
268,100
0.987%
0.973%
250,000
0.921%
0.907%
220,000
0.810%
0.799%
215,000
0.792%
0.780%
215,000
0.792%
0.780%
118,000
75,000
Sub-total
0
0
193,000
0.711%
0.701%
191,400
0.705%
0.695%
185,019
0.681%
0.672%
136,125
0.501%
0.494%
130,000
0.479%
0.472%
110,000
0.405%
0.399%
100,000
0.368%
0.363%
100,000
0.368%
0.363%
87,500
0.322%
0.318%
Total
24,336,306 89.619% 88.333%
*
Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (27,155,358) plus the equivalent voting shares
associated with the partly paid shares on issue based on the amount paid up per partly paid share (395,317), being a total of 27,550,675 voting
shares
ANNUAL REPORT | 57
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
T | (08) 9214 9777
F | (08) 9214 9701
E | info@queste.com.au
W | www.queste.com.au
SHARE REGISTRY:
Advanced Share Registry Services
Western Australia – Main Office
110 Stirling Highway
Nedlands, Western Australia 6009
PO Box 1156, Nedlands,
Western Australia 6909
T | (08) 9389 8033
F | (08) 9262 3723
E | admin@advancedshare.com.au
W | www.advancedshare.com.au
New South Wales – Branch Office
Suite 8H, 325 Pitt Street
Sydney, New South Wales 2000
PO Box Q1736, Queen Victoria Building
New South Wales 1230
T | (02) 8096 3502