TPC CONSOLIDATED LIMITED
A.B.N. 99 073 079 268
Annual Report
For the year ended 30 June 2020
Contents
Chairman's Letter
CEO and Managing Director's Review
Board of Directors
Directors' Report
Corporate Governance Statement
Auditor's Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors' Declaration
Independent Auditor's Report
Shareholder Information
Corporate Directory
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Chairman's Letter
Dear Shareholder,
On behalf of the Board of TPC Consolidated Limited, I am pleased to present the Annual Report for the financial year
ended 30 June 2020.
The challenging industry environment resulted in modest revenue growth. Despite this, our focus on improving business
efficiencies in the past year proved effective in enabling higher operating performance. Moving forward, our aim is to be
more reliant on new generation opportunities. While this is taking longer than expected, it remains a high priority for
CovaU. Our business strategy has enabled us to deliver a financial result that was above our expectations. CovaU has
had a very difficult second half year with the COVID-19 pandemic affecting customers, supply chains, sales, employees
and collections. We will continue to operate with our pandemic measures until we have better news towards a vaccine.
Everyone is committed to coming out of this situation and continuing to take our company to the next level.
There were consistent upturns of performance for the year. Revenue of the consolidated entity increased to $86.3 million,
up by 3.6% from the previous year. Gross profit increased to $18.7 million, up by 11.9%. EBITDA increased to $5.0
million, up by 87.3% from the last year of $2.7 million. NPAT was $3.4 million, up by 51.8% compared with last year of
$2.2 million.
I am very pleased that, due to management efforts despite being under challenging conditions, the Board is able to
declare a dividend of 8 cents per share for this financial year.
Should there be no major changes in the overall energy market, the Group expects to maintain its profitability and cash
flow in the next financial year. CovaU's energy business will remain the largest contributor to revenues and profits.
Dependable performance will be achieved by diligent management and stringent cost control alongside activities that
grow the energy business.
On behalf of the Board, I would like to thank management for their hard work and shareholders for their patience and
continued support.
I sincerely hope that we will be able to report correspondingly improved financial results for the Group
in the coming years as a reward to that continuing support.
Yours sincerely,
Greg McCann
Chairman
2 CEO and Managing Director’s Review
I am pleased to report our results from CovaU has improved from last year. Despite this unprecedented business
environment with COVID-19, we managed to minimize the revenue loss and effectively preserve our margin.
I would like to
thank everyone for their contribution.
In the prior year's annual report, I highlighted some of the challenges encountered by our business with particular focus on
energy policy direction. This has taken a back seat with the COVID-19 pandemic as every effort is now channelled on how
to best manage the business during this period. CovaU had felt the impact as early as January and we have been dedicated
to working with the federal government, regulatory bodies and distribution networks on addressing customer impact, as well
as the whole supply chain. It has been an unprecedented event that has brought the industry closer together. Relief
packages have been provided yet we believe there is more that can be done and we will continue to strive further. Our
customers are supported during this pandemic with generous payment plans and continuation of services even under
financial distress.
In regards to the renewable generation segment, the Chief Strategy Officer and I continue to invest our efforts heavily with a
view to strategically position CovaU into a strong renewable future.
Energy prices have soften significantly during the pandemic.
the economy returns to normal operating conditions.
It remains to be seen if these lower prices will continue once
Our business has now expanded into Queensland and we plan to grow that to be a sizable business within the next few
years. Corporate sales efforts have brought on large customers to our business. We continue to invest into the development
of this important market segment for CovaU to support future growth.
Beyond Australia, the effects of COVID-19 have impact to our organisation in the Philippines. We are providing extended
support to all our employees there as they continue to support us.
The mobile business remains largely unchanged; profitable although with a decline in revenue. We are undertaking a
review and taking actions to see how best this business fits into our future strategy.
The executive team will maintain prudent management of business profitability in these uncertain times.
Our business is subject to risks that may impact on our strategy even after careful planning and management. Such risks
include:
• sales competition with no regard to commercial viability; and
• unpredictable weather conditions or industry uncertainty which may result in extreme or prolonged high wholesale
energy prices.
In summary we will to continue to manage our business well and position ourselves for profitable growth whilst continuing to
provide competitive energy services to our customers.
Chiao-Heng (Charles) Huang
CEO and Managing Director
3 Board of Directors
Greg McCann B Bus, FCA, FAICD
Non-Executive Chairman
Appointed 2 April 2007
Greg holds a Bachelor of Business (Accounting) degree and is a Fellow of the Institute of Chartered Accountants in Australia
and the Australian Institute of Company Directors.
He has had 24 years of financial consulting experience with Deloitte Touche Tohmatsu. During this time he held a variety of
senior leadership positions including the roles of Managing Partner for Papua New Guinea (1987 to 1990), Managing Partner
for Queensland (1990 to 1995), Managing Partner for New South Wales (1995 to 1997), Managing Director of Deloitte
Consulting / ICS Australia (1979 to 2001) and most recently Associate Managing Director of Deloitte Consulting for Australia
and New Zealand (1999 to 2004).
Greg has extensive experience with boards and senior executives at CEO level. He is currently the Executive Chairman of the
Executor Group of Companies, an independent software and consulting services supplier to the Asia Pacific region, employing
over 1200 professionals. Greg has also chaired other ASX and NASDAQ listed companies and was on the board of the law
firm, Lander & Rogers for ten years. He was also Chairman of NBN Tasmania.
He has not held any other directorships in the last 3 years.
Chiao-Heng (Charles) Huang B Eng
Managing Director and Chief Executive Officer
Appointed 28 February 1996
Charles founded the Company in 1996 as an ISP whilst in his third year of studying towards a Bachelor of Mechanical
Engineering degree at Sydney University. Following the deregulation of the telecommunications industry, Charles sought the
opportunity to resell voice products in Australia and in 1999 he decided to transform the Company from a technology oriented
ISP to a marketing and innovation-oriented player in the prepaid calling card sector.
He has successfully steered TPC Consolidated Limited (formerly Tel.Pacific Limited) from a start-up company to a public
company which was listed on the Australian Securities Exchange in 2007.
He has not held any other directorships in the last 3 years.
Jeffrey Ma B A, FCA, F Fin
Executive Director, Chief Financial Officer and Company Secretary
Appointed 22 November 2004
Jeffrey joined the Company in 2000 with more than 15 years financial services experience. He holds a Bachelor of Arts
(Accounting and Financial Management) degree from the University of Sheffield, England and is a Fellow of the Institute of
Chartered Accountants in England and Wales. He is also a Fellow of the Institute of Chartered Accountants in Australia and a
Fellow of the Financial Services Institute of Australia.
He has over 11 years of financial services experience gained with Credit Lyonnais Australia Limited, a merchant bank, where
he held the position of Company Secretary and Head of Finance and Administration in his last five years and was a Member of
the Management Committee. Jeffrey also worked for two years in Westfield Holdings Limited; a listed property management
and development company. He has an extensive professional background, having also worked for Coopers and Lybrand (now
PricewaterhouseCoopers) in Hong Kong and with a chartered accounting firm in London.
He has not held any other directorships in the last 3 years.
4 Board of Directors
Steven Goodarzi B A
Executive Director and Chief Strategy Officer
Appointed 30 November 2015
Steven joined the Company as Chief Strategy Officer in 2013.
Steven has extensive management and operational experience internationally in strategy, business development, sales and
marketing across the telecommunications and IT industries. He has been involved in leading the development of strategy of
the financial markets across the major financial centres of Asia, North America and Europe. Most recently, Steven was based
in Tokyo with KVH, a Fidelity Investment company, as Director of Strategy and Business Development. Steven is also a board
member of Long Tail Property Pty Ltd, a utilities and apartment concierge company.
Steven’s vision and leadership is the driver behind the establishment of the energy business.
He has not held any other directorships in the last 3 years.
5 Directors' Report
Your directors present
Company) and the entities it controlled during the year ended 30 June 2020.
the Group's report on the consolidated entity consisting of TPC Consolidated Limited (the
Directors
The names of the directors in office during the year and until the date of this report are as below. Other than as noted,
directors were in office for this entire period.
Greg McCann
Chiao-Heng (Charles) Huang Managing Director, Chief Executive Officer
Jeffrey Ma
Steven Goodarzi
Director, Chief Financial Officer, Company Secretary
Director, Chief Strategy Officer
Chairman (Non-executive)
Principal Activities
The principal activities of the consolidated entity during the year were the provision of retail electricity and gas services to
residential and business customers and of the provision of pre-paid mobile and related services in Australia. These
activities have not changed during the period.
Operating Result for the Financial Year
Operating revenue from operations was $86,346,155, up by 3.6% from the previous year of $83,336,529.
Earnings before interest expense, taxation, depreciation, amortisation and impairment (EBITDA) from operations was
$5,022,954, up by 87.3% from the previous year of $2,681,095. Net profit from operations after tax was $3,361,593, up by
51.8% compared to the profit in previous year of $2,214,993.
COVID-19 Impact on Results
In March 2020, the World Health Organisation declared the outbreak of a novel coronavirus (COVID-19) as a pandemic,
which continues to spread throughout Australia. The spread of COVID-19 has caused significant volatility in Australian and
international markets. There is significant uncertainty around the breadth and duration of business disruptions related to
COVID-19, as well as its impact on the Australian and international economies.
To date, the Group has experienced minimal financial impacts of COVID-19 specially on the CovaU business in the year
ended 30 June 2020, given the customer base includes large number in the residential and commercial sector users.
Whilst the Group faced a decrease in revenue from commercial businesses due to lock-downs and businesses operating
on lower capacity, this was hugely offset by residential customers due to the tendency of people choosing to work from
home in the last quarter of FY 2020. The impact was further shielded with the support provided by the Australian
Government
the Group's clientele is comprised of
residential customers as well as small to medium sized Australian-based businesses from a broad cross-section of
industries.
limited to the Jobkeeper allowance. Note that
including but not
Going forward, the Group is unable to determine if COVID-19 will have a material impact to its operations. The Group is
managing the downside risk presented by COVID-19 via tight management of costs, a focus on working capital
management and targeted deployment of capital and resources.
Review of Operations
$000’s
Revenue
EBITDA (1)
NPAT
Year ended
30 June 2020
Year ended
30 June 2019
% Change
on PCP
86,346
5,023
3,362
83,337
2,681
2,215
3.6%
87.4%
51.8%
(1) EBITDA is a non-IFRS measure and is used internally by management to assess the performance of the business.
EBITDA has been extracted from the full financial report.
6
Directors' Report
Revenue of the consolidated entity for the year increased by $3.0 million, from $83.3 million to $86.3 million, up by 3.6%
compared to the previous corresponding period (PCP), which was attributable to the continuing growth of its core energy
business. The energy revenue increased by $3.6 million to $84.6 million, representing an increase of $1.8 million (up
3.1%) in electricity service and of $1.8 million (up 8.2%) in gas service. The telecommunication revenue however
decreased by $0.6 million (down 25.6%) from $2.3 million to $1.7 million during the same period due to the further decline
in the prepaid mobile revenue.
Gross profit of the consolidated entity increased by $2.0 million, from $16.7 million to $18.7 million, up by 11.9% over the
PCP, and the gross margin increased by 1.7%, from 20.0% to 21.7%. Despite the challenging circumstances for the
energy industry continued from FY 2019 to FY 2020, the electricity gross margin decreased slightly by 1.1% over the PCP,
from 19.3% to 18.2%, which was largely due to the higher electricity cost resulting from the maximum price events in the
third quarter of FY 2020. The decrease in electricity gross margin was however offset by the significant increase in the
gas gross margin by 10.1% over the PCP, from 19.2% to 29.3%, attributable to the lower gas cost in the second half year.
Total operating expenses and employee benefit expense of the consolidated entity increased to $14.7 million, up 3.6%
over the PCP of $14.2 million. The efficiency ratio of expenses over revenue remained at the same level of 17.0% as the
last year.
Earnings before interest expense, taxation, depreciation and amortisation (EBITDA) of the consolidated entity for the year
ended 30 June 2020 increased by $2.3 million to $5.0 million, up by 87.3%, from the last year of $2.7 million.
Profit before tax of the consolidated entity for the year increased by $1.8 million to $4.0 million, up by 81.1% from the last
year of $2.2 million.
Net profit after tax (NPAT) of the consolidated entity for the year was $3.4 million, up by 51.8% compared with the last
year of $2.2 million.
Over the year, net assets increased by $2.7 million, up 44.7%, to $8.9 million, which was mainly attributable to the current
year's profit after tax of $3.4 million, being offset by the negative fair value movement on derivatives of $0.7 million.
Current assets decreased by $0.3 million, down 1.5%, to $18.9 million, which was mainly due to the decrease of $0.2
million in cash and bank deposits. Non-current assets increased by $0.5 million, up 17.5%, to $3.4 million, which was
mainly attributable to the increase of $0.9 million in lease assets, being offset by the decrease of $0.3 million in deferred
tax assets.
Current liabilities decreased by $3.0 million, down 19.3%, to $12.7 million, which was due to the decrease of $2.2 million
in borrowings and the decrease of $1.9 million in trade payables, being offset by the increase of $0.1 million in derivatives
held at fair value and the increase of $0.5 million in lease liabilities as well as the increase of $0.3 million in income tax
payable . Non-current liabilities increased by $0.5 million, up 210% to $0.8 million, which was mainly attributable to the
increase of $0.7 million in lease liabilities.
As at 30 June 2020, cash and bank deposits stood at $3.1 million (including $1.2 million held as security for bank
facilities), representing a decrease of $0.2 million (down 7.2%) during the year.
Dividends
A fully franked final dividend $898,849 equivalent to 8 cents per share (11,235,613 shares) was declared on 28 August
2020 with a record date of 9 September 2020 and payment date of 23 September 2020.
7 Directors' Report
Significant Changes in State of Affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year ended 30 June
2020.
Events Subsequent to the End of the Financial Year
No matter nor circumstance, other than those referred to in the financial statements or notes thereto, has arisen since the
end of the financial year that has significantly affected, or may significantly affect, the operations of the consolidated entity,
the results of operations or the state of affairs of the consolidated entity in future financial years.
Likely Developments and Expected Results
To date, the Group has experienced minimal financial impacts of COVID-19 specially on the CovaU business in the year
ended 30 June 2020. The Group is unable to determine if COVID-19 will have a material impact to its operations. The
Group is managing the downside risk presented by COVID-19 via tight management of costs, a focus on working capital
management and targeted deployment of capital and resources.
The directors expect continued growth in the energy business going forward and that
the Group will maintain its
profitability and cash flow in the financial year ending 30 June 2021. Management are exploring strategies to grow the
energy business through strategic partnerships, acquisitions and organic means.
Environmental Issues
As a reseller of the electricity and gas services, CovaU Pty Limited is required to purchase renewable energy certificates
and surrender to regulation authority. Apart from that, the consolidated entity's operations are not subject to any significant
environmental regulation under any law of the Commonwealth or a State or Territory.
Directors' Securities Holdings
As at the date of this report, the interests of the directors in the shares of the Company were:
Director
Greg McCann
Chiao-Heng (Charles) Huang
Jeffrey Ma
Steven Goodarzi
See the Remuneration Report for further details.
Number of
Ordinary
Shares
85,000
4,463,393
423,003
210,335
8
Directors' Report
Directors' Meetings
The number of directors' meetings (including meeting of committees of directors) held during the year and the number of
meetings attended by each director were as follows:
Number of Meetings
Greg McCann
Chiao-Heng (Charles) Huang
Jeffrey Ma
Steven Goodarzi
Board
Meetings
Attend /
Held (1)
5/6
6/6
6/6
6/6
Audit and
Risk
Committee
Attend /
Held (1)
1/2
2/2
n/a
n/a
(1) Number of meetings held while a director or a member.
n/a denotes director is not and was not a member of the committee during the year.
Members acting on the committee of the Board were:
Audit and Risk Committee
Greg McCann (Chairman)
Chiao-Heng (Charles) Huang
As at the date of this report the Company had an Audit and Risk Committee and the functions of the previously
established Remuneration and Nomination Committee were handled by the full Board.
Indemnification and Insurance of Directors and Officers and Auditors
The entity has entered into a directors' & officers' insurance contract on 30 January 2020 for the purpose of insuring
against any liability that may arise from the directors carrying out their duties and responsibilities in their capacity as
officers of the Company. The amount of the premium was $61,028.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify an auditor of the entity or of any related body corporate against a liability incurred as
such an auditor.
9 Directors' Report
Remuneration Report (Audited)
The remuneration report, which has been audited, outlines the key management personnel remuneration arrangements
for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Details of Directors and Executives
The names and positions of each director and executive in the Company who received the highest remuneration and
having the greatest authority within the Company, along with the components of their remuneration are provided below.
Directors
Greg McCann
Chiao-Heng (Charles) Huang
Jeffrey Ma
Steven Goodarzi
Chairman (Non-executive)
Managing Director, Chief Executive Officer
Director, Chief Financial Officer, Company Secretary
Director, Chief Strategy Officer
Executives
Bing Zhou
Charles Hsieh
Gang Gu
Huy Nguyen
Sales Director
Commercial Director
Head of Information System
Sales Director
Remuneration Policy
The Board of Directors of the Company is responsible for determining remuneration arrangements for the directors, the
Managing Director and the senior management team. The Board assesses the appropriateness of the nature and amount
of the remuneration of directors and senior executives on a periodic basis by reference to relevant employment market
conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board
and executive team.
Employee Share Ownership Plan
The 2009 Employee Share Ownership Plan, which was implemented on 30 November 2009, was amended and approved
by shareholders at the Annual General Meeting on 30 November 2015 (2009 ESOP). This plan replaced the previously
approved Employee Option Plan instituted on 23 May 2007, which the Board believed was no longer as effective following
changes to the taxation of options in recipients hands.
The 2009 ESOP aims to motivate, retain and attract quality employees and directors of the Company to create a
commonality of purpose between the employees and directors and the Company. The 2009 ESOP is operated by way of
the Company issuing new shares to participants, with an amount equal to the subscription price for those shares being
loaned to the participant by the Company. That loan is secured by the Company taking security over the shares which are
subject to a holding lock period of five years, and is interest free with recourse only to the shares. The loan is to be repaid
over time by the participant (whether through dividends, specific payments to reduce the loan, or on sale of the underlying
shares).
Shares issued under the 2009 ESOP will rank from the date of issue equally with the other shares in the Company then on
issue.
10 Directors' Report
Non-executive Director Remuneration
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be
determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided
among the directors as agreed. The latest determination was at the Annual General Meeting held on 20 April 2007 when
shareholders approved an aggregate remuneration of $350,000 per year payable to non-executive directors for their
services as directors, including their services on a committee of directors.
The Board determines payments to the non-executive directors and will review their remuneration annually, based on
market practice, duties and accountability. Independent external advice is sought when required.
Each non-executive director receives a fee for being a director of the Company. An additional fee may also be paid for
each Board committee on which a director sits.
Non-executive directors are eligible to be granted shares under the Employee Share Ownership Plan.
Executive Director and Executives Remuneration
Remuneration granted to the executive directors and other executives has regard to the Company's financial and
operational performance.
The Board determines the base salary of the executive directors and will review their remuneration annually against the
external market and individual contribution to the Company. Performance pay based on overall corporate performance
may be made available to the executive team.
Each executive director and executive receives remuneration commensurate with their position and responsibilities within
the Company.
Executive directors and executives are eligible to be granted shares under the Employee Share Ownership Plan.
Voting and Comments made at the Company's 2019 Annual General Meeting ("AGM")
At the 2019 AGM, shareholders voted to approve the adoption of the remuneration report for the year ended 30 June
2019.
The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Remuneration of Directors and Executives
The following tables set out the remuneration received by the directors and executives of the Company during the financial
years ended 30 June 2020 and 30 June 2019.
2020
Short Term Benefits
Post
Employment
Long Term
Benefits
Total
Chairman (Non-Executive Director)
Greg McCann
Executive Directors
Chiao-Heng (Charles) Huang
Jeffrey Ma
Steven Goodarzi
Executives
Bing Zhou
Charles Hsieh
Gang Gu
Huy Nguyen
Salary and
Fees
$
Cash
Benefits (1)
$
Non-Cash
Benefits
$
Super-
annuation
$
Accrued
Leave
Entitlement
$
$
69,127
-
-
6,567
-
75,694
317,226
205,905
210,916
163,390
149,785
138,541
120,059
1,374,949
42,461
-
-
-
10,769
-
-
53,230
-
1,067
4,731
8,107
-
2,510
-
16,415
25,000
25,000
20,162
14,393
14,170
13,514
10,109
128,915
30,017
20,849
-
11,126
2,648
8,176
-
72,816
414,704
252,821
235,809
197,016
177,372
162,741
130,168
1,646,325
11
Directors' Report
2019
Short Term Benefits
Post
Employment
Long Term
Benefits
Total
Chairman (Non-Executive Director)
Greg McCann
Executive Directors
Chiao-Heng (Charles) Huang
Jeffrey Ma
Steven Goodarzi
Executives
Bing Zhou
Charles Hsieh
Gang Gu
Huy Nguyen
Salary and
Fees
$
Cash
Benefits (1)
$
Non-Cash
Benefits
$
Super-
annuation
$
Accrued
Leave
Entitlement
$
$
72,765
305,000
196,008
200,692
135,819
144,667
137,973
127,322
1,320,246
-
-
-
-
-
-
44,512
8,045
-
-
-
-
44,512
1,181
-
4,181
-
13,407
6,913
-
79,678
25,000
25,000
20,917
11,875
12,508
13,300
10,956
126,469
6,934
4,409
-
2,399
991
2,860
-
17,593
336,934
225,417
274,166
151,274
158,166
158,314
138,278
1,522,227
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Chairman (Non-Executive Director)
Greg McCann
Executive Directors
Chiao-Heng (Charles) Huang
Jeffrey Ma
Steven Goodarzi
Executives
Bing Zhou
Charles Hsieh
Gang Gu
Huy Nguyen
Fixed Remuneration
2020
2019
100%
100%
100%
100%
100%
94%
100%
100%
90%
100%
100%
100%
100%
100%
100%
94%
(1) Cash benefits represented the payout of unused annual leave entitlements.
Performance
2020
2019
0%
0%
0%
0%
6%
0%
0%
10%
0%
0%
0%
0%
0%
0%
0%
6%
12
Directors' Report
Key Terms of Employment Agreements
Apart
from the non-executive directors, all key management personnel are employed under standard company
employment agreements. With the exception of the executive directors (where either party may terminate the agreement
by giving a three months notice to the other), the notice period of standard company employment agreements is one
month.
None of these agreements provide for termination conditions or payments. The Board considers that the significant equity
holding of executive directors mitigates any risk of not having formal termination clauses.
Any termination entitlements payable to the key management personnel would be considered in light of the relevant
circumstances and would be determined after consideration of entitlements of common law rights.
Directors and Executives Share Holdings
The number of ordinary shares in the Company held directly, indirectly or beneficially during the financial year by key
management personnel and their related entities are as follows:
Greg McCann
Chiao-Heng (Charles) Huang
Jeffrey Ma
Steven Goodarzi
Bing Zhou
Charles Hsieh
Gang Gu
Huy Nguyen
Total Shares
Held at
Beginning of
Year
Total
Shares Held
at End of
Year
Shares
Disposal
85,000
4,463,393
423,003
210,335
61,000
30,000
83,826
67,922
5,424,479
-
-
-
-
-
-
-
-
-
85,000
4,463,393
423,003
210,335
61,000
30,000
83,826
67,922
5,424,479
Total shareholdings include shares held by key management personnel and their related entities. Unless related to the
Employee Share Ownership Plan (2009 ESOP) - see Note 25 (a), shares acquired or disposed during the year were on an
arm's length basis at market price.
No director or key management personnel were issued options to acquire shares during the year, held any options at the
end of the year or had any options that expired during the year.
13
Directors' Report
Company Performance, Shareholder Wealth and Director and Executive Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives.
There have been two methods applied in achieving this aim, the first being a performance based bonus based on key
performance indicators, and the second being the issue of equity to the majority of directors and executives to encourage
the alignment of personal and shareholder interests. No bonus have been paid in the current year.
The following table shows gross revenue, profits and dividends over the last
discontinued operations).
five years (including continuing and
Revenue
2020
$86.35 m
2019
$83.34 m
2018
$80.18 m
2017
$68.89 m
2016
$47.64 m
Profit/(loss) after tax
Underlying profit/(loss) after tax
$3.36 m
$3.36 m
$2.21 m
$2.21 m
$3.17 m
$3.17 m
$0.81 m
$0.81 m
($2.54 m)
($2.54 m)
Share price at year end
$0.95
$0.40
$1.01
$0.85
$0.55
Interim/Special dividend
Final dividend
0 cents
8 cents
0 cents
0 cents
0 cents
0 cents
3 cents
0 cents
0 cents
0 cents
This concludes the Remuneration Report which has been audited.
Shares under Options
There were no ordinary shares of the company issued on exercise of options during the year (2019:Nil), nor are there any
ordinary shares under option at the end of the financial year and the date of this report.
Proceedings on Behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the consolidated entity or intervene in any
the
proceedings to which the consolidated entity is a party for the purpose of
consolidated entity for all or any part of those proceedings.
taking responsibility on behalf of
The consolidated entity was not a party to any such proceedings during the year.
Auditor's Independence Declaration
A copy of the Auditor's independence declaration as required under section 307C of the Corporations Act 2001 has been
provided to the directors and is set out immediately after this directors' report.
14 Directors' Report
Non-Audit Services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the
auditor are outlined in Note 7 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in Note 7 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, 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 risks and rewards.
Corporate Governance Statement
The directors of the Company support and adhere to the principle of corporate governance, recognising the need for the
highest standard of corporate behaviour and accountability. A review of the Company's corporate governance practices
was undertaken during the year to ensure they remained optimal. Please refer to the corporate governance statement in
this report.
Rounding of Amounts
issued by the Australian Securities and
The Company is of a kind referred to in Legislative Instrument 2016/191,
Investment Commission, relating to "rounding-off". Amounts in this report have been rounded off in accordance with that
Class Order to the nearest dollar. Amounts could have been rounded off to nearest thousand, but management has
selected not to do so at this point in time.
This report is made in accordance with a resolution of Directors, pursuant to Section 298 (2) (a) of the Corporation Act
2001.
On behalf of the Directors,
Greg McCann
Chairman
Chiao-Heng (Charles) Huang
Managing Director
Dated this 28 August 2020
15 Corporate Governance Statement
The Company is committed to implementing standards of corporate governance consistent with the ASX Corporate
Governance Council's Corporate Governance Principles and Recommendations (3rd Edition).
Where the Company's corporate governance practices do not correlate with the Recommendations, the Company does not
currently regard it appropriate to meet that specific Recommendation, due to the nature and size of the Company's
operations. The Board's reasoning for any departure to the Recommendations is explained in the Corporate Governance
Statement which is available on the Company website http://www.tpc.com.au/investor_reports.asp.
16 Level 17, 383 Kent Street
Sydney NSW 2000
Correspondence to:
Locked Bag Q800
QVB Post Office
Sydney NSW 1230
T +61 2 8297 2400
F +61 2 9299 4445
E info.nsw@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of TPC Consolidated Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of TPC
Consolidated Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have
been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
S M Thomas
Partner – Audit & Assurance
Sydney, 28 August 2020
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
17
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 30 June 2020
Note
2020
$
2019
$
Revenue
Delivery of services
Gross profit
Other income
Operating expenses
Employee benefits expense
Gain on fair value of derivatives
Earnings before interest, taxation, depreciation, amortisation and
impairment (EBITDA)
Depreciation and amortisation
Impairment
Earnings before interest and taxation (EBIT)
Finance revenue
Finance costs
Share of loss of equity-accounted investees
Profit before income tax
Income tax (expense)/benefit
Profit for the year
Other comprehensive loss for the year, net of tax
Amounts that may subsequently be transferred to profit or loss
Exchange differences on translating foreign operations
Fair value movement on derivatives designated for Hedge Accounting
Other comprehensive loss for the year, net of tax
Total comprehensive income for the year
Profit attributable to Members of TPC Consolidated Limited
Total comprehensive income attributable to Members of TPC Consolidated
Limited
Earnings per share for the year attributable to the members of TPC
Consolidated Limited
Earnings per share
- Basic earnings per share
- Diluted earnings per share
2
2
3
3
3
3
3
4
5
5
86,346,155
(67,651,811)
18,694,344
537,868
19,232,212
(7,853,557)
(6,871,593)
515,892
83,336,529
(66,635,764)
16,700,765
169,171
16,869,936
(7,670,323)
(6,539,582)
21,064
5,022,954
2,681,095
(753,675)
-
4,269,279
27,952
(292,220)
-
4,005,011
(643,418)
3,361,593
(290,372)
(111,380)
2,279,343
103,523
(170,541)
(1,368)
2,210,957
4,036
2,214,993
(10,170)
(653,769)
(663,939)
8,471
(460,965)
(452,494)
2,697,654
1,762,499
3,361,593
2,214,993
2,697,654
1,762,499
Cents
Cents
29.92
29.92
19.71
19.71
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
18
Consolidated Statement of Financial Position
As at 30 June 2020
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Bank deposits
Other assets
Total Current Assets
Non-Current Assets
Property, plant and equipment
Right of use assets
Deferred tax assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Borrowings
Derivatives held at fair value
Lease liabilities
Current tax liabilities
Short term provisions
Contract liabilities
Total Current Liabilities
Non-Current Liabilities
Long term provisions
Lease liabilities
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated Losses
TOTAL EQUITY
Note
2020
$
2019
$
8
9
10
11
13
14
4
15
16
23
14
4
17
18
17
14
19
20
1,855,450
13,778,972
48,037
1,222,101
1,978,600
18,883,160
1,045,304
14,167,401
55,764
2,272,101
1,629,528
19,170,098
896,298
910,375
1,598,975
3,405,648
937,700
-
1,959,587
2,897,287
22,288,808
22,067,385
7,531,554
751,368
429,811
488,682
267,542
1,315,435
1,880,240
12,664,632
9,463,087
2,946,218
291,934
-
-
1,145,020
1,850,513
15,696,772
99,194
666,645
765,839
246,914
-
246,914
13,430,471
15,943,686
8,858,337
6,123,699
9,920,068
(939,264)
(122,467)
8,858,337
9,833,668
(275,325)
(3,434,644)
6,123,699
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes.
19
Consolidated Statement of Changes in Equity
For the year ended 30 June 2020
Balance at 1 July 2018 (Reported)
Adjusted from adoption of AASB 9
Balance at 1 July 2018
Transfer relating to cashflow hedge reserve
Profit for the year
Other comprehensive loss
Total comprehensive income for the year
Transactions with Shareholders
Payment related to ESOP shares
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Note
9,825,028
(555,266)
-
9,825,028
-
-
-
-
-
(555,266)
732,435
-
(452,494)
(452,494)
(4,625,382)
(291,820)
(4,917,202)
(732,435)
2,214,993
-
2,214,993
Total
$
4,644,380
(291,820)
4,352,560
-
2,214,993
(452,494)
1,762,499
19
8,640
-
-
8,640
Balance at 30 June 2019
9,833,668
(275,325)
(3,434,644)
6,123,699
Balance at 1 July 2019 (Reported)
Adjusted from adoption of AASB 16
Balance at 1 July 2019
Profit for the year
Other comprehensive loss
Total comprehensive income for the year
Transactions with Shareholders
Payment related to partially paid shares
9,833,668
(275,325)
-
-
9,833,668
(275,325)
(3,434,644)
(49,416)
(3,484,060)
-
-
-
-
(663,939)
(663,939)
3,361,593
-
3,361,593
6,123,699
(49,416)
6,074,283
3,361,593
(663,939)
2,697,654
19
86,400
-
-
86,400
Balance at 30 June 2020
9,920,068
(939,264)
(122,467)
8,858,337
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
20
Consolidated Statement of Cash Flows
For the year ended 30 June 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Interest and other financial costs paid
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant & equipment
Net proceeds from disposal of fixed assets
Received from/(Payment) to bank deposits
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from partially paid share capital
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES
Net increase in cash held
Cash held at the beginning of the financial year
Note
2020
$
2019
$
93,982,401
(91,188,059)
42,993
(292,220)
2,545,115
88,828,003
(90,502,813)
92,094
(170,541)
(1,753,257)
8(b)
(180,520)
-
1,050,000
869,480
(168,211)
286
1,615,000
1,447,075
86,400
80,410,000
(82,604,850)
(495,999)
(2,604,449)
8,640
88,216,121
(87,461,788)
-
762,973
810,146
1,045,304
456,791
588,513
CASH AT THE END OF FINANCIAL YEAR
8(a)
1,855,450
1,045,304
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
21
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies
This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting
the Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of
Standards Board (AASB) and the Corporations Act 2001 as applicable to for-profit entities.
The consolidated financial report of the Group also complies with International Financial Reporting Standards (IFRSs) and
interpretations adopted by the International Accounting Standards Board (IASB).
The following is a summary of the material accounting policies adopted in the preparation of the financial report. The
accounting policies have been consistently applied, unless otherwise stated, with all balances being presented in
Australian dollars.
This financial report includes the consolidated financial statements and notes of TPC Consolidated Limited and the
controlled entities (consolidated group or group).
TPC Consolidated Limited is a company limited by shares, incorporated and domiciled in Australia, whose shares are
publicly traded on the Australian Securities Exchange, under the ticker TPC.
Basis of Preparation
The financial report has been prepared on an accruals basis and is based on historical costs except where applicable as
modified by the revaluation of financial assets and financial liabilities for which the fair value basis of accounting has been
applied.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
transactions, events and conditions to which they apply.
report containing relevant and reliable information about
Compliance with Australian Accounting Standards ensures that the consolidated financial statements and notes also
comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this
financial report are presented below. They have been consistently applied unless otherwise stated.
The financial report of TPC Consolidated Limited and its controlled entities for the year ended 30 June 2020 was
authorised for issue in accordance with a resolution of the TPC Board of Directors on 28 August 2020.
Parent Entity Information
In accordance with Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in Note 28.
22 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies
New, Revised or Amended Accounting Standards and Interpretations Adopted
The Company has applied the required amendments to the Standards that are relevant to its operations and effective for
the current reporting period.
The application of the amendments to Standards do not have a material impact on disclosure or amounts recognised in
these financial statements.
AASB 16 Leases became mandatorily effective on 1 January 2019. Accordingly, the standard apply for the first time to this
set of annual financial statements. The nature and effect of changes arising from these standards are summarised in the
section below.
New Standards Adopted as at 1 July 2019
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. For lessee accounting, the
standard eliminates the 'operating lease' and 'finance lease' classification required by AASB 117 'Leases'. Subject to
exceptions, a 'right-of -use' asset will be capitalised in the statement of financial position, measured as the present value
of the unavoidable future lease payments to be made over the lease term. The exceptions related to short-term leases of
12 months or less and leases of low-value assets (such as personal computers and office furniture) where an accounting
policy choice exists whereby either a ' right-of-use' asset is recognised or lease payments are expensed to profit or loss as
incurred. A liability corresponding to the capitalised lease will be recognised, adjusted for lease prepayments, lease
incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs.
Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included
in operating costs) and an interest expense on the recognised lease liability (included in finance costs). For classification
within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and
interest (either operating or financing activities) components. For lessor accounting, the standard does not substantially
change how to a lessor accounts for leases.
When adopting AASB 16, the Group has applied the modified retrospective approach. The cumulative impact of the
adoption has been recognised in 1 July 2019 opening retained earnings and comparatives has not been restated.
At 1 July 2019, a right of use asset of $1,398,633 was recognised along with increase in deferred tax assets of $15,264,
increase in lease liabilities $1,651,718, decrease in provision for future rent of $188,405 and a decrease in retained
earnings of $49,416.
Measurement of lease liabilities
Operating lease commitments as at 30 June 2019
Discounted using leases incremental borrowing rate at 1 July 2019
Less: Unamortised rent incentive as at 1 July 2019
Lease liability recognised as at 1 July 2019
Incremental borrowing rate of at the date of initial application
Of which are:
Current lease liabilities
Non-current lease liabilities
$
1,824,994
(104,370)
(68,906)
1,651,718
6.14%
514,514
1,137,204
1,651,718
23
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(a) Principles of Consolidation
The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2020.
The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary
and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of
30 June.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and
losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on
consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the
financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting
policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from
the effective date of acquisition, or up to the effective date of disposal, as applicable.
(b) Business Combination
Business combinations occur where control over another business is obtained and results in the consolidation of its assets
and liabilities. All business combinations, including those involving entities under common control, are accounted for by
applying the acquisition method.
Consideration transferred for the acquisition comprises the fair value of the assets transferred, liabilities incurred and the
equity interests issued by the acquirer. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Any
deferred consideration payable is discounted to present value using the entity's incremental borrowing rate. Acquisition
related costs are expensed as incurred.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-
date fair value of any previous equity interest in the acquiree over the fair value of the acquirer's share of net identifiable
assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets
acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as
a bargain purchase.
(c) Investments in Associate
Associates are those entities over which the Group is able to exert significant influence but which are not subsidiaries.
Investments in associates are accounted for using the equity method. Any goodwill or fair value adjustment attributable to
the Group's share in the associate is not recognised separately and is included in the amount recognised as investment.
The carrying amount of the investment in associates is increased or decreased to recognise the Group's share of the profit
or loss and other comprehensive income of the associate, adjusted where necessary to ensure consistency with the
accounting policies of the Group.
(d) Income Tax
The income tax expense or benefit represents the sum of current tax and deferred tax. Current tax is calculated on
accounting profit after adjustment for any non-taxable and non-deductible items. Deferred tax is calculated at the tax rates
that are expected to apply to the period when the asset is realised or the liability is settled.
It is calculated using the tax
rates that have been enacted or are substantially enacted at reporting date.
The current tax and deferred tax is recognised as an expense in the consolidated statement of profit or loss and other
comprehensive income, except when it relates to items directly charged or credited to equity, in which case the current
and deferred tax is also recognised directly in equity.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between
the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements.
24 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(d) Income Tax (continued)
Deferred tax liabilities are recognised for all taxable temporary differences, except to the extent that the deferred tax
liabilities arises from:
- the initial recognition of goodwill; or
- the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither
the accounting profit or taxable income at the time of the transaction.
Deferred tax assets are recognised for all deductible temporary differences and for carrying forward of unused tax losses
and tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carrying forward of unused tax losses and tax credits can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be
controlled and it is not probable that the reversal will be occurring in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets
and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is
intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in
future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
Effective 1 July 2003, for the purposes of income taxation, TPC Consolidated Limited and its 100% owned Australian
subsidiaries formed a tax consolidated group. As part of the election to enter tax consolidation, the tax consolidated group
is treated as a single entity for income tax purposes. Gotalk Pty Limited and its wholly owned subsidiaries joined the tax
consolidated group upon acquisition on 23 December 2011.
TPC Consolidated Limited, as the head entity in the tax consolidated group, recognises, in addition to its own, the current
tax liabilities and the deferred tax assets arising from unused tax losses and tax credits of all entities in the group.
(e) Inventories
Inventories are initially measured and recorded at cost and are valued at the lower of cost and net realisable value.
(f) Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost less any accumulated depreciation and any provision for
impairment loss.
Plant and Equipment
Plant and Equipment are measured on the cost basis less depreciation and impairment losses.
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
which will be received from the assets employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
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 benefits associated with the item will flow to the group and the cost of the item can be
measured reliably. All other repairs and maintenance are charged to the consolidated statement of profit or loss and other
comprehensive income during the financial period in which they are incurred.
25 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(f) Property, Plant and Equipment (continued)
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is
depreciated on a straight line basis over their useful lives to the consolidated entity commencing from the time the asset is
held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or
the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
Office Fittings & Furniture
Office Equipment
Network Equipment
13%
20% - 33%
20% - 33%
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains or losses between the carrying amount and the disposal proceeds are taken to profit or loss.
(g) Leases
A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a
period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract meets
three key evaluations which are whether:
• the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group
• the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the
period of use, considering its rights within the defined scope of the contract
• the Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it
has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The
right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct
costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any
lease payments made in advance of the lease commencement date (net of any incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of
the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use
asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at
that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental
borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance
fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee
and payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is
remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and
loss if the right-of-use asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients.
Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an
expense in profit or loss on a straight-line basis over the lease term.
26 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(g) Leases (continued)
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the
legal ownership, are transferred to entities in the consolidated group are classified as finance leases.
Finance leases are capitalised, recording an asset and a liability equal to the present value of the minimum lease
payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease
liability and the lease interest expense for the period.
Leased assets are depreciated on a straight line basis over the shorter of their useful lives or the lease term.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as
expenses in the period in which they are incurred.
Lease incentives under operating leases are recognised as a liability and amortised on a straight line basis over the life of
the lease term.
(h) Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of
the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when
the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the
transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable)
Financial assets, other than those designated and effective as hedging instruments, are classified into the following
categories:
• amortised cost
• fair value through profit or loss (FVTPL)
• fair value through other comprehensive income (FVOCI).
In the periods presented the corporation does not have any financial assets categorised as FVOCI.
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for impairment of trade receivables which is presented within other
expenses.
27 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(h) Financial Instruments (continued)
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as
FVTPL):
• they are held within a business model whose objective is to hold the financial assets and collect its contractual cash
flows
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on
the principal amount outstanding
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted
where the effect of discounting is immaterial.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are
categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual
cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial
instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge
accounting requirements apply.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of
financial assets in this category are determined by reference to active market transactions or using a valuation technique
where no active market exists.
Financial assets at fair value through other comprehensive income (FVOCI)
The Group accounts for financial assets at FVOCI if the assets meet the following conditions:
• they are held under a business model whose objective it is “hold to collect” the associated cash flows and sell and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
Any gains or losses recognised in other comprehensive income (OCI) will be recycled upon derecognition of the asset.
Impairment of financial assets
AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the
‘expected credit loss (ECL) model’. Instruments within the scope of the requirements included loans and other debt-type
financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured
under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at
fair value through profit or loss.
Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead the Group
considers a broader range of information when assessing credit risk and measuring expected credit losses, including past
events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash
flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low
credit risk (‘Stage 1’) and
• financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is
not low (‘Stage 2’).
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit
recognised for the second category.
losses’ are recognised for the first category while ‘lifetime expected credit
losses’ are
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the
expected life of the financial instrument.
28 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(h) Financial Instruments (continued)
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets
and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash
flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group
uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses
using a provision matrix.
The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics
they have been grouped based on the days past due.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the
Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives
and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised
in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are
included within finance costs or finance income.
Derivative financial instruments and hedge accounting
Derivative financial
instruments are accounted for at fair value through profit and loss (FVTPL) except for derivatives
designated as hedging instruments in cash flow hedge relationships, which require a specific accounting treatment. To
qualify for hedge accounting, the hedging relationship must meet all of the following requirements:
• there is an economic relationship between the hedged item and the hedging instrument
• the effect of credit risk does not dominate the value changes that result from that economic relationship
• the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the
entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of
hedged item.
For the reporting periods under review,
the Group has designated certain forward currency contracts as hedging
instruments in cash flow hedge relationships. These arrangements have been entered into to mitigate foreign currency
exchange risk arising from certain highly probable sales transactions denominated in foreign currency.
All derivative financial
subsequently at fair value in the statement of financial position.
instruments used for hedge accounting are recognised initially at
fair value and reported
To the extent that the hedge is effective, changes in the fair value of derivatives designated as hedging instruments in
cash flow hedges are recognised in other comprehensive income and included within the cash flow hedge reserve in
equity. Any ineffectiveness in the hedge relationship is recognised immediately in profit or loss.
29 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(h) Financial Instruments (continued)
At the time the hedged item affects profit or loss, any gain or loss previously recognised in other comprehensive income is
reclassified from equity to profit or loss and presented as a reclassification adjustment within other comprehensive
income. However, if a non-financial asset or liability is recognised as a result of the hedged transaction, the gains and
losses previously recognised in other comprehensive income are included in the initial measurement of the hedged item.
If a forecast transaction is no longer expected to occur, any related gain or loss recognised in other comprehensive
income is transferred immediately to profit or loss. If the hedging relationship ceases to meet the effectiveness conditions,
hedge accounting is discontinued and the related gain or loss is held in the equity reserve until the forecast transaction
occurs.
(i) Impairment of Assets
At each reporting date, the group reviews the carrying values of 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 charged to the consolidated statement of profit or loss and other
comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable
amount of the cash generating unit to which the asset belongs.
(j) Foreign Currency Transactions and Balances
Functional and Presentational Currency
The functional currency of each group entity is measured using the currency of the primary economic environment in
which the entity operates. The consolidated financial statements are presented in Australian dollars which is the parent
entity's functional and presentational currency.
Transactions and Balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the
the year end exchange rate. Non monetary items
transaction. Foreign currency monetary items are translated at
measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items
measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the consolidated statement of profit or
loss and other comprehensive income.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that
the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the consolidated
statement of profit or loss and other comprehensive income.
30 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(j) Foreign Currency Transactions and Balances (continued)
results and position of
Group Companies
The financial
presentational currency are translated as follows:
- Assets and liabilities are translated at year end exchange rates prevailing at the reporting date;
- Income and expenses are translated at average exchange rates for the period; and
- Retained earnings are translated at the exchange rates prevailing at the date of the transaction.
foreign operations whose functional currency is different
from the group's
Exchange differences arising on translation of foreign operations are transferred directly to the group's foreign currency
translation reserve in the consolidated statement of
financial position. These differences are recognised in the
consolidated statement of profit or loss and other comprehensive income in the period in which the operation is disposed.
(k) Employee Benefits
Annual Leave/Long Service Leave
Provision is made for the consolidated entity's liability for employee benefits arising from services rendered by employees
to reporting 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 have
been measured at the present value of the future cash outflows to be made for those benefits.
Superannuation
Contributions are made by the consolidated entity to employee superannuation funds and are charged as expenses when
incurred.
Share-based Payments
The group operates equity-settled share-based payment employee share and option schemes. The fair value of the equity
to which employees become entitled is measured at grant date and is recognised as an expense over the vesting period,
with a corresponding increase in equity. The fair value of shares is ascertained as the market bid price. The fair value of
options (and ESOP awards accounted for as options) is ascertained using a Black-Scholes pricing model which
incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted
at each reporting date such that the amount recognised for services received as consideration for the equity instruments
granted shall be based on the number of equity instruments that eventually vest.
(l) Cash and Cash Equivalents
Cash and cash equivalents include 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.
(m) Trade Receivables
Trade and other receivables are stated at amortised cost less any provision for impairment loss.
Expected Credit Loss
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at
amortised cost. The loss allowance methodology applied depends on whether there has been a significant increase in
credit risk. For trade receivables, the Group applies the simplified approach, which requires expected lifetime losses to be
recognised from initial recognition of the receivables. The Group uses an allowance matrix to measure expected credit
losses of trade receivables and contract assets from its customers. Trade receivable amounts are disaggregated into
customer segments. Loss rates are estimated in each age category and are based on the probability of a receivable
progressing through to write-off. Factors to estimate the loss rate are based on risk assessment performed per customer
segment and economic factors such as wholesale electricity forward curves.
31 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(m) Trade Receivables (continued)
The amount of the expected credit loss is recognised in profit or loss within other expenses. When a trade receivable for
which an expected credit loss had been recognised becomes uncollectible in a subsequent period, it is written off against
the provision account. Subsequent recoveries of amounts previously written off are credited against other expenses in
profit or loss.
Expected credit loss on trade receivables and contract assets
The Group uses an allowance matrix to measure expected credit losses of trade receivables and contract assets from its
customers. Trade receivable amounts are disaggregated into customer segments.
(n) Trade and Other Payables
Trade and other payables are stated at amortised cost.
(o) Provisions
Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is
probable that an outflow of economic benefits will result and that outflow can be reliably measured.
(p) Contract Liabilities
Contract liabilities represents the unused component of prepaid mobile products as at the reporting date and relates to
cards that have been activated.
Contract liabilities also represents receipts in advance from customers of the energy business as at the reporting date.
(q) Revenue Recognition
The Group’s primary revenue streams relate to the retail sale of electricity and gas to residential and business customers
in Australia. Revenue from contracts with customers is recognised when control of the goods or services is transferred to
a customer at an amount that reflects the consideration to which the Group expects to be entitled to receive in exchange
for those goods or services.
The majority of contractual energy supply arrangements with customers have no fixed duration, generally require no
minimum consumption by the customer and are able to be terminated by either party at any time without incurring
significant penalty. Given this, the enforceable contracts are considered short term (less than 12 months) in nature.
The Group has generally concluded that it is the principal in its revenue arrangements because it controls the goods or
services before transferring them to the customer. The Group’s primary performance obligations are the supply of energy
(gas or electricity) over the contractual term. There are either individual contracts representing separate purchasing
decisions of customers, or the units of supply of energy represent a series of distinct goods that are substantially the same
and have the same pattern of transfer to the customer and hence is considered one performance obligation satisfied over
time. For the shorter term contracts,
the performance obligations are considered to be satisfied, and revenue is
recognised, as and when the units of energy are delivered.
Residential electricity and gas sales
Residential energy sales relate to the sales of energy (gas and electricity) to retail customers. Residential sales are
classified as individual, short term, day-by-day contracts and are recognised as revenue on a day-by-day basis upon
delivery of energy to customers. The Group recognises revenue from contracts with its residential customers at the
electricity and gas portfolio levels.
32 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(q) Revenue Recognition (continued)
Business electricity and gas sales
Business sales represent the sale of energy to business customers. The nature and accounting treatment of this revenue
stream is consistent with residential sales.
Revenue from the rendering of telecommunication service
Revenue from the rendering of telecommunication service is recognised upon the delivery of the service to customers. A
sales incentive provided to a customer in the form of non-cash consideration, for example bonus time, is considered to be
a separate deliverable in a multiple deliverable arrangement. Sales revenue is allocated proportionally to the aggregate of
the service paid for and the incentive, and is recognised when the customer utilises the incentive i.e. when TPC provides
the service.
Customer contract liabilities are recognised for cash received in advance and services not used yet.
Costs to obtain and fulfil a contract
Costs that are incurred regardless of whether an energy contract is obtained are expensed as incurred, unless those costs
are explicitly chargeable to the customer.
Variable consideration and constraints
The Group includes variable consideration in the transaction price as estimated at the inception of a contract. However, if
it is considered 'highly probable' that a significant reversal of revenue recognised will occur in the future, the variable
consideration is constrained and not included in the transaction price. The Group's contractual arrangements contain a
number of variable pricing elements including discounts. Some of these variable elements are resolved during the
reporting periods. Where they are not, management estimates the likelihood of the variable pricing element eventuating
and recognises the variable pricing element to the extent it is not highly probable that it will reverse.
Government Grant Income - Jobkeepers Payment
Intended to help keep more Australians in jobs and support businesses affected by the significant economic impact of
COVID-19, the Government announced Jobkeeper Payment Scheme that provides eligible employers with wages subsidy
for wages paid to eligible employees during the six-month period starting on 30 March 2020. The Jobkeeper payment
grant is recognised as income when the Group is reasonably assured that it will comply with the conditions attaching to it,
and the grant will be received.
Interest revenue is recognised using the effective interest method.
(r) Goods and Services Tax
Revenues and expenses are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Taxation 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 expense.
Receivables and payables in the statement of financial position are shown inclusive of GST. The net amount of GST due,
but not paid, to the Australian Taxation Office is included under payables.
Cash flows are presented in the cash flow statements on a gross basis, except for the GST component of investing and
financing activities, which are disclosed as operating cash flows.
33 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(s) Earnings per Share
Basic earnings per share is calculated as net profit or loss attributable to ordinary equity holders of TPC Consolidated
Limited divided by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated as adjusted net profit or loss attributable to ordinary equity holders of TPC
Consolidated Limited divided by the weighted average number of shares outstanding adjusted for the effects of all dilutive
potential ordinary shares during the period.
(t) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of Directors.
(u) Comparatives
Where required by accounting standards, comparative figures have been adjusted to conform to changes in the current
year.
(v) Critical Accounting Estimates and Judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and
best available current information. Estimates assume a reasonable expectation of future events and are based on current
trends and consolidated data, obtained both externally and within the group.
Expected Credit Loss of Receivables
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit
risk. For trade receivables, the Group applies the simplified approach, which requires expected lifetime losses to be
recognised from initial recognition of the receivables. The Group uses an allowance matrix to measure expected credit
losses of trade receivables from its customers. Trade receivable amounts are disaggregated into customer segments.
Loss rates are estimated in each age category and are based on the probability of a receivable progressing through to
write-off. Factors to estimate the loss rate are based on risk assessment performed per customer segment and economic
factors such as wholesale electricity forward curves.
34 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 1: Statement of Significant Accounting Policies (continued)
Accounting Policies (continued)
(v) Critical Accounting Estimates and Judgments (continued)
Contract Assets
The Group recognises revenue from gas and electricity sales once the gas and/or electricity has been consumed by the
customer. Management estimates customer consumption between the last invoice date and the end of the reporting
period when determining gas and electricity revenue for the financial period. Various assumptions and financial models
are used to determine the estimated unbilled consumption.
Some of the assumptions and estimates include:
• Volume and timing of energy consumed by the customers
• Various pricing plans and allocation of the estimated volume to such pricing plans
• Loss factors
• Behavioural discounts
The Group makes uses of simplified approach in accounting for contract assets and records the loss allowance as life
expected credit losses.
Deferred tax assets relating to tax losses
Deferred tax assets are recognised for deductible temporary differences and accumulated tax losses only if
the
consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary
differences and losses (see Note 4).
Share-based Payment Transactions
The group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined internally by management using a Black-
Scholes valuation model. The accounting estimates and assumptions relating to equity-settled share-based payments
would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may
impact expenses and equity.
Fair Value of Financial Instruments
When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be
derived from active markets, the fair value is determined using valuation techniques including the discounted cash flow
model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a
degree of judgement is required in establishing fair values. The judgements include considerations of inputs such as
liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of
financial instruments. See Note 26 for further discussion.
Significant estimates– uncertain tax position and tax-related contingency
AASB Interpretation 23 Uncertainty over Income Tax Treatment
The interpretation address the accounting for income taxes when tax treatments involve uncertainty that affects the
application of AASB 112 Income Taxes. It doesn’t apply to taxes or levies outside the scope of AASB 112, nor does it
specially include requirement relating to interest and penalties associated with uncertain tax treatments. The interpretation
specifically addresses the following:
• Whether an entity considers uncertain tax treatments separately
• The assumptions an entity makes about the examination of tax treatments by taxation authorities
• How an entity determines taxable profit (tax loss), unused tax losses, unused tax credits and tax rates
• How an entity considers changes in facts and circumstances
The Group determines whether to consider each uncertain tax treatment separately or together with one or more other
uncertain tax treatments and uses the approach that better predicts the resolution of the uncertainty.
The Group determined on adoption and at 30 June 2020 that no uncertain tax positions exist and therefore the
interpretation did not have an impact on the financial statement of the Group.
35 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 2: Revenue
Disaggregated Revenue
Services transferred over time
- Electricity Service
- Gas Service
- Telecommunication Services
Other Income
- Foreign Exchange Gain
- Government Grant Income - Jobkeeper Payment
- Sundry Income
2020
$
2019
$
61,451,549
23,167,974
1,726,632
86,346,155
59,615,654
21,407,626
2,313,249
83,336,529
-
453,000
84,868
537,868
6,025
-
163,146
169,171
AASB 15 requires entities to disaggregate revenue from contracts with customers into categories that depict how the
nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Group has
determined that a disaggregation of revenue using existing segments and the nature of revenue best depicts the Group's
revenue.
For 2020, revenue includes $1,692,605 (2019: $1,595,370) included in contract liability balance at the beginning of the
period.
Note 3: Profit Before Income Tax
Occupancy Expense
Advertising and Promotion Expense
Communication Expense
Professional Fees
Bank and Merchant Fees
Travel Expense
Expected Credit Losses
Foreign Exchange Losses
Other Expenses
Total Operating Expenses
Employee Benefits Expenses
Superannuation
Total Employee Benefits Expenses
Depreciation of Non-current Assets
Total Depreciation and Amortisation
Finance Costs
2020
$
2019
$
274,459
401,753
82,233
827,662
424,798
260,057
3,212,104
35,367
2,335,124
7,853,557
6,398,509
473,085
6,871,594
805,721
383,379
81,178
833,650
414,187
311,568
2,733,880
-
2,106,760
7,670,323
6,053,403
486,179
6,539,582
753,675
753,675
290,372
290,372
292,220
170,541
36
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 4: Income Tax Benefit
(a) Income Tax Expense
The major components of income tax expense are:
Current tax expense
Overprovision in respect of prior years
Deferred tax movement arising from origination and reversal
of temporary differences
Deferred tax relating from the recognition of prior years tax loss
(b) The prima facie income tax expense/(benefit) on profit from ordinary activities
differs from the income tax expense/(benefit) provided in the financial statements
and is reconciled as follows:
Profit before income tax expense
Prima facie tax expense on profit from ordinary activities at
30% (2019: 30%)
Non-assessable items
Overprovision in respect of prior years
Income tax benefit attributable to profit from ordinary activities
(c) Current Tax Balances
Current tax liabilities
Income tax payable
2020
$
2019
$
800,979
(295,909)
138,348
-
643,418
324,994
(92,440)
(236,590)
-
(4,036)
2020
$
2019
$
4,005,011
2,210,957
1,201,503
663,287
(262,176)
(295,909)
643,418
(574,883)
(92,440)
(4,036)
2020
$
2019
$
267,542
-
37
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 4: Income Tax (Expense)/Benefit (continued)
(d) Deferred Tax Balances
Deferred tax liabilities
Accrued Income
Others
Balance as at 30 June 2019
Property, plant and equipment
Accrued Income
Others
Balance as at 30 June 2020
Deferred tax assets
Property, plant and equipment
Provisions
Carry forward tax losses
Others
Opening
Balance
$
Charged to
Income
$
Charged
directly to
Equity
$
Closing
Balance
$
893,106
1,116
568,112
155,284
894,222
723,396
-
1,461,218
156,400
7,696
(178,730)
331,512
1,617,618
160,478
-
-
-
-
-
-
-
1,461,218
156,400
1,617,618
7,696
1,282,488
487,912
1,778,096
Opening
Balance
$
Charged to
Income
$
Charged
directly to
Equity
$
Closing
Balance
$
2,225
397,381
1,049,942
1,275,159
(2,225)
(104,867)
(232,553)
1,067,077
-
125,066
-
-
-
417,580
817,389
2,342,236
Balance as at 30 June 2019
2,724,707
727,432
125,066
3,577,205
Provisions
Carry forward tax losses
Others
Balance as at 30 June 2020
Deferred tax assets
Deferred tax liability
Net deferred tax assets
(e) Tax Consolidation
417,580
817,389
2,342,236
6,809
(237,528)
30,585
3,577,205
(200,134)
-
-
-
-
424,389
579,861
2,372,821
3,377,071
2020
$
2019
$
3,377,071
(1,778,096)
1,598,975
3,577,205
(1,617,618)
1,959,587
Effective 1 July 2003, for the purposes of income taxation, TPC Consolidated Limited and its 100% owned Australian
subsidiaries formed a tax consolidated group. As part of the election to enter tax consolidation, the tax consolidated group
is treated as a single entity for income tax purposes. Gotalk Pty Limited and its wholly owned subsidiaries joined the tax
consolidated group upon acquisition on 23 December 2011.
in addition to its own
TPC Consolidated Limited, as the head entity in the tax consolidated group, recognises,
transactions, the current tax liabilities and the deferred tax assets arising from unused tax losses and tax credits of all
entities in the group.
38
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 5: Earnings Per Share
Basic earnings per share
Diluted earnings per share
2020
Cents
2019
Cents
29.92
29.92
19.71
19.71
Net earnings used in the calculation of basic and diluted EPS
3,361,593
2,214,993
Weighted average number of ordinary shares outstanding during the year
in the calculation of basic EPS
in the calculation of diluted EPS
Number
11,235,613
11,235,613
Number
11,235,613
11,235,613
Note 6: Dividends Paid and Proposed
(a) Recognised Amounts
(i) Dividends paid during the year:
Final dividend (prior year) - fully franked
Interim dividend - fully franked
Total
(ii) Dividends declared and not recognised as
a liability:
Final dividends - fully franked (1)
2020
Cents per Share
Total
$
2019
Cents per Share
Total
$
-
-
-
-
-
-
-
-
-
-
-
-
8.0
898,849
-
-
(1) The final dividend was proposed on 28 August 2020. This amount has not been recognised as a liability in the 2020
financial year but will be brought into account in the 2021 financial year.
Franking Credit Balance
The amount of franking credits available for the subsequent financial year
- Franking account balance as at the end of the financial year at 30%
(2019: 30%)
The amount of franking credits available for future reporting periods:
-
Impact on franking account of dividends proposed or declared before
the financial report was authorised for issue but not recognised as a
distribution to equity holders during period
2020
$
2019
$
1,500,093
1,500,093
1,500,093
1,500,093
-
1,500,093
-
1,500,093
39
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 7: Auditor's Remuneration
During the financial year the following fees were paid or payable for services provided
by Grant Thornton, the auditor of the Company:
Auditors of Parent Entity
Audit and Review of Financial Reports
Non-assurance Services
Taxation Services
Total Auditors Remuneration
Note 8: Cash and Cash Equivalents
(a) Cash Balance
Cash at bank and in hand
(b) Reconciliation of Net Cash Flow from
Operations with Profit after Income Tax
Profit after income tax
Non-cash flows in profit
Depreciation and amortisation
Gain on fair value of derivatives
Impairment
Share of loss of equity-accounted investees
Changes in assets and liabilities
Decrease in prepayments
Increase in trade & other receivables
Increase/(decrease) in trade & other payables
Increase in other provisions
Decrease/(increase) in deferred tax assets
2020
$
2019
$
115,355
105,465
15,000
130,355
12,000
117,465
2020
$
2019
$
1,855,450
1,855,450
1,045,304
1,045,304
2020
$
2019
$
3,361,593
2,214,993
753,675
(515,892)
-
-
(269,873)
(1,357,758)
190,063
22,695
360,612
2,545,115
290,372
(21,064)
111,380
1,368
(1,140,665)
(2,868,097)
(279,774)
67,332
(129,102)
(1,753,257)
40
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 9: Trade and Other Receivables
Current
Trade Receivables
Expected Credit Losses of Receivables
Contract Assets (a)
Other Receivables
(a) Contract Assets comprises of:
- Contract Assets
- Other Accrued Income
2020
$
2019
$
9,426,839
(4,344,517)
8,665,203
31,447
13,778,972
9,852,541
(2,598,330)
6,891,671
21,519
14,167,401
8,515,093
150,110
8,665,203
6,876,520
15,151
6,891,671
The movement in the expected credit losses in respect of trade receivables and other receivables are detailed below:
Opening balance (Reported)
Adjusted from adoption of AASB 9
Opening balance
- Expected credit losses recognised during the year
- Expected credit losses reversed during the year
- Receivables written off during the year as uncollectible
Closing balance
Credit Policy
(2,598,330)
-
(2,598,330)
(3,212,104)
-
1,465,917
(4,344,517)
(1,804,162)
(416,886)
(2,221,048)
(2,766,368)
32,560
2,356,526
(2,598,330)
The Group requires customers to pay in accordance with agreed terms. Trade receivables are non-interest bearing and
are generally on 20-90 days terms. A provision for impairment is recognised based on expected credit loss model. All
credit and recovery risk associated with trade receivables has been provided for in the consolidated statement of financial
position.
Ageing of trade receivables at the reporting date was:
Not past due
Past due 0 - 30 days
Past due 31 - 60 days
Past due 61 - 90 days
Past due 90 days over
Total
Expected credit losses
Trade receivables net of expected credit losses
3,313,342
1,112,341
673,959
905,920
3,421,277
9,426,839
4,796,718
1,436,480
595,885
625,639
2,397,819
9,852,541
(4,344,517)
5,082,322
(2,598,330)
7,254,211
41
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 9: Trade and Other Receivables (continued)
The expected credit loss for trade receivables as at 30 June 2020 and 30 June 2019 was determined as follows:
At 30 June 2020
Not past due
Past due 0 - 30 days
Past due 31 - 60 days
Past due 61 - 90 days
Past due 90 days over
Total
At 30 June 2019
Not past due
Past due 0 - 30 days
Past due 31 - 60 days
Past due 61 - 90 days
Past due 90 days over
Total
Note 10: Bank Deposits
Current
Bank Deposits
Expected
Credit Loss
Rate
%
6.13%
23.19%
41.66%
70.12%
86.74%
Expected
Credit Loss
Rate
%
3.22%
13.88%
30.48%
45.37%
74.19%
Gross Carrying
Amount
$
Expected Credit
Loss
$
3,313,342
1,112,341
673,959
905,920
3,421,277
9,426,839
203,106
257,963
280,742
635,217
2,967,488
4,344,517
Gross Carrying
Amount
$
Expected Credit
Loss
$
4,796,718
1,436,480
595,885
625,639
2,397,819
9,852,541
154,409
199,443
181,642
283,879
1,778,957
2,598,330
2020
$
2019
$
1,222,101
2,272,101
Bank deposits include term deposits which are held as security for bank guarantee amounting to $1,222,101 (2019:
$2,272,101).
Note 11: Other Assets
Current
Deferred Commission Costs
Prepayments
Security Deposit
2020
$
2019
$
11,365
1,824,969
142,266
1,978,600
32,915
1,555,096
41,516
1,629,527
42
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 12: Controlled Entities
Parent Entity
TPC Consolidated Limited
Controlled Entities Interest at Cost
CovaU Pty Limited
iGENO Pty Limited
Tel.Pacific ESOP Pty Limited
Kinect Inc. (1)
Gen Earth Pty Limited (2)
Investment in controlled entities
Impairment losses
Total investment in controlled entities
Country
of
Incorporation
Effective Interest
2020
2019
%
%
Company's recorded
amount of Investment
2020
$
2019
$
Australia
Australia
Australia
Australia
Philippines
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
12
100
1
115,693
200
116,006
-
116,006
12
100
1
38,864
-
38,977
-
38,977
(1) Kinect Inc. was incorporated in the Philippines on 6 October 2017.
(2) Gen Earth Pty Limited was acquired on 10 January 2020 and it has been dormant since its incorporation.
Note 13: Property, Plant and Equipment
Network Equipment & Software
Less: Accumulated Depreciation
Office Equipment & Software
Less: Accumulated Depreciation
Office Fittings & Furniture
Less: Accumulated Depreciation
2020
$
2019
$
796,327
(705,553)
90,774
736,345
(680,366)
55,979
1,436,211
(1,218,076)
218,135
1,345,011
(1,141,998)
203,013
1,949,247
(1,361,858)
587,389
1,875,339
(1,196,631)
678,708
896,298
937,700
43
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 13: Property, Plant and Equipment (continued)
Movement in Carrying Amount
2020
Balance at the beginning of the year
Reclassification
Additions
Depreciation expense
Foreign currency exchange difference
Network
Equipment
& Software
$
Office
Equipment
& Software
$
Office
Fittings &
Furniture
$
Total
$
55,979
203,013
678,708
937,700
-
59,983
(25,188)
-
(46,928)
117,052
(73,122)
18,120
46,928
3,485
(156,039)
14,307
-
180,520
(254,349)
32,427
Balance at the end of the year
90,774
218,135
587,389
896,298
2019
Balance at the beginning of the year
Reclassification
Additions
Disposal
Depreciation expense
Foreign currency exchange difference
Network
Equipment
& Software
$
Office
Equipment
& Software
$
Office
Fittings &
Furniture
$
Total
$
57,216
190,363
807,437
1,055,016
-
25,433
-
(26,670)
-
6,177
75,877
(10,560)
(64,419)
5,575
(6,177)
66,901
-
(199,283)
9,830
-
168,211
(10,560)
(290,372)
15,405
Balance at the end of the year
55,979
203,013
678,708
937,700
44
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 14: Leases
(a) Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases:
Right-of-use asset
- Properties
At cost
Less: Accumulated depreciation
Balance at 1 July 2018
Balance at 30 June 2019
Adoption of AASB 16 on 1 July 2019
Depreciation
Foreign currency exchange difference
Balance at 30 June 2020
Lease liabilities
Current
Non-current
2020
$
2019
$
2,175,777
(1,265,402)
910,375
-
-
-
-
-
1,398,633
(499,326)
11,068
910,375
488,682
666,645
1,155,327
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2020 were
as follows:
At 30 June 2020
Lease payments
Finance charges
Net present value
At 30 June 2019
Lease payments
Finance charges
Net present value
Within 1 year
$
1-2 year
$
2-3 year
$
3-4 year
$
Total
$
544,370
(55,688)
488,682
601,819
(87,305)
514,514
463,091
(29,011)
434,080
526,081
(55,522)
470,559
236,748
(4,183)
232,565
463,091
(29,011)
434,080
-
-
-
1,244,209
(88,882)
1,155,327
236,748
(4,183)
232,565
1,827,739
(176,021)
1,651,718
(b) Amounts recognised in the statement of profit or loss
The statement of profit or loss shows the following amounts relating to leases:
Depreciation charge of right-of-use asset
Right-of-use asset
Interest expense (included in finance cost)
Expense relating to short-term leases
2020
$
499,326
65,368
274,459
45
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 15: Trade and Other Payables
Current
Trade Payables
Accrued Expenses
Sundry Payables
Goods and Services Tax Payable
Note 16: Borrowings
Current
Bank borrowings - Invoice finance facility
2020
$
2019
$
1,888,072
5,366,829
155,971
120,681
7,531,553
1,111,061
8,189,586
153,256
9,184
9,463,087
2020
$
2019
$
751,368
751,368
2,946,218
2,946,218
The bank borrowings is classified as a current liability consistent with the current assets classification of the receivable
against which it is secured. Facility is $6m (2019: $6m).
Note 17: Provisions
Short Term Provisions
Leave Entitlement (1)
Future Rent
Long Term Provisions
Leave Entitlement (1)
Future Rent
2020
$
2019
$
1,315,435
-
1,315,435
1,115,230
29,790
1,145,020
99,194
-
99,194
88,299
158,615
246,914
(1) Leave Entitlement Provision represents provision for employee entitlements relating to annual leave and long service
leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service
leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits
have been included in Note 1.
46
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 18: Contract Liabilities
Unearned revenue relating to energy services
Unearned revenue relating to telecommunication services
2020
$
1,487,789
392,451
1,880,240
2019
$
1,306,274
544,239
1,850,513
The amounts recognised as a contract liability will generally be utilised within the next reporting period.
Note 19: Issued Capital
(a) Ordinary Shares
Issued and Fully Paid
Issued and Partially Paid (1)
2020
2019
Number
$
Number
$
9,715,613
1,520,000
11,235,613
9,896,668
23,400
9,920,068
9,715,613
1,520,000
11,235,613
9,797,668
27,360
9,825,028
(b) Movements in Ordinary Shares on Issue
Balance at the beginning of the year
11,235,613
9,833,668
11,235,613
9,825,028
Payments related to ESOP shares
-
86,400
-
8,640
Balance at the end of the year
11,235,613
9,920,068
11,235,613
9,833,668
(1) The issue of shares under the 2009 Employee Shares Ownership Plan (2009 ESOP) has been treated as issue of share
options in accordance with the pronouncement of the International Financial Reporting Interpretations Committee. Where
the company funds the acquisition of its own shares via a loan to employees with recourse only to the shares, it is treated
as an option grant and accounted for under AASB 2 Share-based Payment. No loan or equity is booked initially. The
Company has effectively given the employee an option exercisable sometime in the future to buy a share at a set price.
For information relating to shares issued under the 2009 ESOP during the financial year, refer to Note 25(a).
Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value
shares. Accordingly, the company does not have authorised capital nor par value in respect of its issued shares.
Ordinary shares carry one vote per share and carry the right to dividends.
47
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 19: Issued Capital (continued)
(c) Capital Management
Management controls the capital of the group in order to maintain a good debt to equity ratio, provide the shareholders
with adequate returns and ensure that the group can fund its operations and continue as a going concern.
The group's capital includes ordinary shares supported by financial assets, and structured debt facilities.
Management effectively manages the group's capital by assessing the group's financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of debt
levels, distributions to shareholders, buy-back shares and share issues.
Apart from the above, there have been no changes in the strategy adopted by management to control the capital of the
group since the prior year.
Note 20: Reserves
Foreign Currency Translation Reserve
2020
$
2019
$
The foreign currency translation reserve records exchange differences arising on translation of foreign controlled entities.
Balance at the beginning of the year
Gain on translation of overseas controlled entities
Balance at the end of the year
Employee Equity Benefits Reserve
10,958
(10,170)
788
2,487
8,471
10,958
The employee equity benefits reserve records the value of equity benefits provided to employees and directors as part of
their remuneration.
Balance at the beginning of the year
Balance at the end of the year
Cashflow Hedge Reserve
Balance at the beginning of the year
Transferred to retained earnings
Cashflow hedge loss recognised in equity
Balance at the end of the year
Total Reserves
26,715
26,715
26,715
26,715
(312,998)
-
(653,769)
(966,767)
(584,468)
732,435
(460,965)
(312,998)
(939,264)
(275,325)
48
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 21: Contingent Liabilities
As at 30 June 2020 the consolidated entity has issued bank guarantees totalling $1,222,101 (2019: 2,272,101) for which
term deposits are held to secure this amount.
Apart from the bank guarantees, there are no contingent liabilities as at the date of signing of this report.
Note 22: Related Party Transactions
Information relating to controlled entities is set out in Note 13. Transactions occurred between certain of these entities
during the period, all of which are eliminated from the consolidated accounts.
During the year, the Company has received commission totalling $3,353 GST inclusive (2019: $14,092) on normal
commercial terms and conditions no more favourable than those available to other parties, from Nextgen Capital Pty
Limited whom Chiao-Heng (Charles) Huang is director.
On 10 January 2020, the Company purchased Gen Earth Pty Limited which has been dormant since its incorporation,
from CTC Capital Pty Ltd, whom Chiao-Heng (Charles) Huang is a sole director with a consideration of $200 on normal
commercial terms and conditions no more favourable than those available to other parties.
49 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 23: Fair Value of Financial Instruments
At balance date, the Company has a number of derivative financial instruments which are recorded at fair value in the
Statement of Financial Position.
Current Liabilities
Derivative financial instruments
Opening Balance
- Designated
- Non designated
Acquired
Recognised in the statement of profit or loss and other comprehensive income
Closing Balance
- Designated
- Non designated
Fair Value
$
Carrying
Amount
$
291,934
-
291,934
137,877
-
377,149
52,662
429,811
291,934
-
291,934
137,877
-
377,149
52,662
429,811
These financial instruments are classified as "Level 2" instruments per the fair value hierarchy in AASB 13. Level 2 refers
to instruments where the fair value is determined using inputs other than quoted prices other than those traded on an
active market.
Financial liabilities
Derivative financial instrument
- Energy derivatives - cash flow hedges
- Foreign currency derivatives - cash flow hedges
Carrying
Amount
$
Level 2
$
Total
$
377,149
52,662
429,811
377,149
52,662
429,811
377,149
52,662
429,811
The fair value of the instruments has been determined by reference to comparable similar instrument prices as at the
balance sheet date.
The instruments include Cap and Swap agreements mitigating exposure to significant increases in energy prices over the
next twelve months.
50
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 24: Directors and Executives Disclosures
(a) Remuneration of Key Management Personnel
Short-term Employee Benefits
Long-term Employee Benefits
Post-employment Benefits
2020
$
1,444,594
72,816
128,915
1,646,325
2019
$
1,378,165
17,593
126,469
1,522,227
The remuneration paid to the key management personnel is detailed in the Directors' Report.
Note 25: Employee Benefits
(a) Employee Share Ownership Plan
The 2009 Employee Share Ownership Plan, which was implemented on 30 November 2009, was amended and
approved by shareholders at the Annual General Meeting on 30 November 2015 (2009 ESOP).
The 2009 ESOP aims to motivate, retain and attract quality employees and directors of
the company to create
commonality of purpose between the employees and directors and the company. The ESOP is operated by way of the
company issuing new shares to participants, with an amount equal to the subscription price for those shares being
loaned to the participant by the company. That loan secured by the company taking security over the shares which are
subject to a holding lock period of five years, is interest free with recourse only to the shares. The loan is to be repaid
over time by the participant (whether through dividends, specific payments to reduce the loan, or on sale of the
underlying shares).
Shares issued under the 2009 ESOP will rank from the date of issue equally with the other shares in the company then
on issue.
All shares issued pursuant to the 2009 ESOP are held by a trustee appointed by the company in trust for the participant
until such time as the loan is repaid. The loan becomes immediately repayable in the event of dismissal, resignation,
death or retirement of the participant. 60% of all dividends and distributions made in respect of the shares must be
applied towards repayment of the loan. Voting rights attached to the shares may only be exercised by the trustee holder
in the best interest of the participant.
On 15 January 2016, a total of 1,600,000 shares were granted to the employees and directors of the company under the
2009 ESOP.
For accounting purposes, the share issue under the 2009 ESOP has been treated as option grant and the value of the
options vested has been accounted for and included in the result of the period. Any repayment of the loan will be treated
as partial payment to be applied towards the payment of shares issued under the 2009 ESOP.
The fair value of the option grant relating to the 2009 ESOP is estimated at the date of grant using a Black-Scholes
Options Pricing Model applying the following inputs:
Number of Options on Issue
Exercise Price
Time to Maturity
Underlying Share Price
Expected Share Price Volatility
Risk-free Interest Rate
Dividend Yield
1,600,000
$0.450
5 years
$0.540
18.61%
2.73%
12.96%
51
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 25: Employee Benefits (continued)
(a) Employee Share Ownership Plan (continued)
ESOP shares in issue
- At started of year
- Exercised
- At year ended
Number of
shares
Exercise Price
$
1,500,000
(200,000)
1,300,000
0.450
0.450
0.450
The number of ESOP shares on issue represents the number of shares issued under the 2009 ESOP on 15 January
2016. The expected life of the shares is based on historical data, which may not eventuate in the future. The expected
share price volatility reflects the assumption that the historical volatility is indicative of future trends, which may not
necessarily be the actual outcome.
Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and
conditions of the options, can be found in the Remuneration Report on pages 10-14.
(b) Expenses Arising from Share-based Payment Transactions
Total expenses arising from share-based payment transactions recognised during the year as part of employee benefits
expenses were as follows:
Payments related to 2009 ESOP Shares
(c) Superannuation Plan
2020
$
2019
$
-
-
The company contributes to employee superannuation plans in accordance with contractual and statutory requirements.
Defined contribution superannuation expense
473,085
486,179
2020
$
2019
$
52
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 26: Financial Instruments and Financial Risk Management Objectives and Policies
The group undertakes transactions in a range of financial instruments including:
- Cash assets;
- Trade and other receivables;
- Trade and other payables;
- Investments; and
- Derivative financial instruments.
The main risks arising from the group's financial instruments are energy price risk, interest rate risk, foreign currency risk
and credit risk. The Board reviews and agrees policies for managing each of these risks.
(a) Energy Price Risk
The group is exposed to energy price risk associated with the purchase and/or sale of electricity, gas and environmental
products. The group manages energy risk through an established risk management framework consisting of policies to
place appropriate risk limits on overall energy market exposures and transaction limits for approved energy commodities,
requirements for delegations of authority on trading, regular reporting of exposures and segregation of duties.
It is the group's policy to actively manage the energy price exposure arising from both forecast energy supply and retail
customer energy load. The Group’s risk management policy for energy price risk is to hedge forecast future positions for
up to 12 months into the future.
Exposures to fluctuations in the wholesale market energy prices are managed through the use of various types of hedge
contracts including derivative financial instruments, such as energy swaps, caps and options.
The Group uses the following types of derivative instruments to mitigate energy price risk.
- Forwards: A contract documenting the underlying reference rate (such as benchmark price or exchange rate) to be
paid or received on a notional principal obligation at a future date.
- Futures: An exchange-traded contract to buy or sell an asset for an agreed price at a future date. Futures are net-
settled in cash without physical delivery of the underlying asset.
- Swaps: A contract in which two parties exchange a series of cash flows for another.
- Options: A contract in which the buyer has the right, but not the obligation, to buy (a call option) or sell (a put option) an
instrument at a fixed price in the future. The seller has the corresponding obligation to fulfil the transaction if the buyer
exercises the option.
Derivatives are carried on the balance sheet at fair value. Movements in the price of the underlying variables, which
cause the value of the contract to fluctuate, are reflected in the fair value of the derivative.
The Group currently uses Cashflow hedge accounting relationships as detailed below:
Objective of hedging arrangement
To hedge our exposure to variability in the cash flows of a recognised asset or liability, or a highly probable forecast
transaction caused by commodity price movements.
Effective hedge portion
The effective portion of changes in the fair value of derivatives designated as cash flow hedges are recognised in the
hedge reserve.
Hedge ineffectiveness
Certain determinants of fair value, such as credit charges included in derivatives, or mismatches between the timing of
the instrument and the underlying item in the hedge relationship, can cause hedge ineffectiveness. Any ineffectiveness is
recognised immediately in profit or loss as a change in the fair value of derivatives.
Hedged item sold or repaid
Amounts accumulated in the hedge reserve are transferred immediately to profit or loss.
53 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 26: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(a) Energy Price Risk (continued)
Hedging instrument expires, is sold, is terminated or no longer qualifies for hedge accounting
The amount previously deferred in the hedge reserve is only transferred to profit or loss when the hedged item is also
recognised in profit or loss.
Set out below are the fair values of derivatives designated in hedge accounting relationships at reporting date.
Cashflow Hedge
Accounting Hedge
Current
Liabilities
$
429,811
429,811
A number of derivative contracts have been designated as cash flow hedges of the Group's exposure to foreign
exchange, interest rate and commodity price fluctuations. Designated derivatives include swaps, options, futures and
forwards.
Electricity
Gas
RECs
FX
Nominal hedge volume
204,090 MWh
55,200 GJ
275,000 units
PHP 23.4M
Hedge rates
$43.80 -
$89.25
$4.60 -
$4.90
$14.75 -
$38.55
31.72 -
33.10
Carry amounts
Hedging instrument - assets/(liabilities)
Hedge reserve
Fair value increase/(decrease)
Hedging instrument
Hedged item
Hedge inffectiveness
Reconciliation of hedge reserve
Effective portion of hedge gains/(losses)
Transfer of deferred losses/(gains) to:
- Cost of sales
Change in hedge reserve
Electricity
$
(2,345,946)
(2,345,946)
Gas
$
2,760
2,760
RECs
$
1,966,037
1,376,418
FX
$
(52,662)
-
Total
$
(429,811)
(966,768)
(2,296,225)
2,296,225
-
15,180
(15,180)
-
2,195,830
(1,594,723)
(601,107)
(52,662)
-
(52,662)
(137,877)
686,322
548,445
(2,296,225)
15,180
1,594,723
(49,721)
(2,345,946)
(12,420)
2,760
94693
1,689,416
-
-
-
(686,322)
32,552
(653,770)
54
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 26: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(b) Interest Rate Risk
The group’s exposure to interest rate risk is the risk that the financial
changes in market interest rates. The effective weighted average interest rates on those financial assets is as follows:
instrument's value will fluctuate as a result of
2020
Financial Assets
Cash
Trade and other receivables (1)
Bank deposit (1)
Financial Liabilities
Trade and other payables (2)
Borrowing (2)
2019
Financial Assets
Cash
Trade and other receivables (1)
Bank deposit (1)
Financial Liabilities
Trade and other payables (2)
Borrowing (2)
(1) Loans and receivables category
(2) Financial liabilities at amortised cost category, excluding GST payable
Average
Effective
Interest Rate
Total
Note
$
8
9
11
15
16
8
9
11
15
16
1,855,450
13,778,972
1,222,101
16,856,523
7,410,873
751,368
8,162,241
1,045,304
14,167,401
2,272,101
17,484,806
9,453,903
2,946,218
12,400,121
0.02%
0.00%
1.17%
0.00%
6.25%
0.03%
0.00%
2.27%
0.00%
6.43%
55
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 26: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(c) Foreign Currency Risk
The group operates internationally and is exposed to foreign currency risk arising from various currency exposures,
primarily with respect to the US dollar, NZ dollar and Philippine Peso.
Foreign exchange risk arises from future commercial transactions and net investments in foreign operations.
The transactional currency exposure will be minimised by seeking economically favourable local suppliers. When it is
required, the group will enter into forward exchange contracts to reduce and minimise its currency exposures.
Foreign currency risk also arises on translation of the net assets of our non Australian controlled entities which have
different functional currency. The foreign currency gains or losses arising from this risk are recorded through the foreign
currency translation reserve. The group does not seek to hedge this exposure taking consideration of current net
investment position.
The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at
the reporting date was as follows:
Consolidated
US dollars
New Zealand dollars
Philippine Peso
(d) Credit Risk
Assets
2020
227,056
18,089
112,347
357,492
2019
178,411
18,468
72,557
269,436
Liabilities
2020
14,803
-
36,039
50,842
2019
14,823
-
4,821
19,644
The group's maximum exposure to credit risk at reporting date in relation to each class of recognised financial assets is
the carrying amount of those assets as indicated in the consolidated statement of financial position.
Trade receivables consist of residential and business customers. Prior to contracting, customers must agree to and
successfully pass a credit check and all results are individually assessed for approval by our credit team under the
credit risk management policy.
In the event that a credit check result is declined by our credit team all offers of supply
and sale are withdrawn from the customers.
The group does not have any significant credit risk exposure to any single counter-party or any group of counter-parties
having similar characteristics. In addition, receivable balances are monitored on an ongoing basis.
There are no significant concentrations of credit risk within the group.
56
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 26: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(e) Liquidity Risk
The group's objective is to be self-funding by the generation of positive cash flow. The group manages liquidity risk by
monitoring cash flow requirements on a continuing basis.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities.
Both interest and principal cash flows are disclosed as remaining contractual maturities and therefore these totals may
differ from their carrying amount in the statement of financial position.
2020
Non-derivatives financial assets
Non-interest bearing
Trade and other receivables
Interest-bearing
Cash and cash equivalents
Bank Deposits
Non-derivatives financial liabilities
Non-interest bearing
Trade and other payables
Interest-bearing
Borrowing
Total non-derivatives
Derivatives financial assets
Non-interest bearing
Derivatives held at fair value
Derivatives financial liabilities
Non-interest bearing
Derivatives held at fair value
Total derivatives
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Total
$
6.25%
13,778,972
1,855,450
1,222,101
(7,531,554)
(751,368)
8,573,601
-
(429,811)
(429,811)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,778,972
1,855,450
1,222,101
(7,531,554)
(751,368)
8,573,601
-
(429,811)
(429,811)
57
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 26: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(e) Liquidity Risk (continued)
2019
Non-derivatives financial assets
Non-interest bearing
Trade and other receivables
Interest-bearing
Cash and cash equivalents
Bank Deposits
Non-derivatives financial liabilities
Non-interest bearing
Trade and other payables
Interest-bearing
Borrowing
Total non-derivatives
Derivatives financial assets
Non-interest bearing
Derivatives held at fair value
Derivatives financial liabilities
Non-interest bearing
Derivatives held at fair value
Total derivatives
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Total
$
6.43%
14,167,401
1,045,304
2,272,101
(9,463,087)
(2,946,218)
5,075,501
-
(291,934)
(291,934)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14,167,401
1,045,304
2,272,101
(9,463,087)
(2,946,218)
5,075,501
-
(291,934)
(291,934)
As at 30 June 2020, the group maintained a total $3,077,551 in cash balance and bank deposits.
58
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 26: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(f) Summarised Sensitivity Analysis
Energy Price Risk
The sensitivity analysis is based on energy price risk exposures arising from the electricity and gas prices from 10 per
cent movement in the wholesale market with all other variables remaining constant.
A sensitivity of 10 per cent has been selected as this is considered reasonable given the current level of market contract
price and the volatility observed both on an historical basis and market expectations for future movements.
Year Ended 30 June 2020
Year Ended 30 June 2019
Profit/Loss
+10%
$
-10%
$
Equity
Profit/Loss
Equity
+10%
$
-10%
$
+10%
$
-10%
$
+10%
$
-10%
$
222,687
(469,164)
(246,477)
(179,700)
330,003
150,303
222,687
(469,164)
(246,477)
(179,700)
330,003
150,303
(701,806)
(650,223)
(1,352,029)
686,804
650,223
1,337,027
(701,806)
(650,223)
(1,352,029)
686,804
650,223
1,337,027
(Decrease)/increase
- Electricity
- Gas
Interest Rate Risk
The following sensitivity analysis is based on interest rate exposures arising from the effect on interest income on net
average balance of cash and cash equivalents and term deposits from 50 basis point (0.5%) movement in interest rates
during the year.
A sensitivity of plus or minus 50 basis point (0.5%) has been selected as this is considered reasonable given the current
level of both short term and long term Australian interest rates.
Year Ended 30 June 2020
Year Ended 30 June 2019
Profit/Loss
+0.5%
$
-0.5%
$
Equity
+0.5%
$
-0.5%
$
Profit/Loss
+0.5%
$
-0.5%
$
Equity
+0.5%
$
-0.5%
$
Financial Assets
Cash and cash
equivalents
Other assets - term
deposit
Financial Liabilities
Borrowings
Increase/(decrease)
5,076
(5,076)
5,076
(5,076)
2,859
(2,859)
2,859
(2,859)
6,115
(6,115)
6,115
(6,115)
10,779
(10,779)
10,779
(10,779)
(6,471)
4,720
6,471
(4,720)
(6,471)
4,720
6,471
(4,720)
(8,992)
4,646
8,992
(4,646)
(8,992)
4,646
8,992
(4,646)
59
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 26: Financial Instruments and Financial Risk Management Objectives and Policies
(continued)
(f) Summarised Sensitivity Analysis (Continued)
Foreign Exchange Risk
The sensitivity analysis is based on foreign currency risk exposures on financial instruments and net foreign investment
balances as at reporting date. Foreign currency risk arising from financial instruments represents a financial risk.
A sensitivity of 10 per cent has been selected as this is considered reasonable given the current level of exchange rates
and the volatility observed both on an historical basis and market expectations for future movements.
Year Ended 30 June 2020
Year Ended 30 June 2019
Profit/Loss
+10%
$
-10%
$
Equity
Profit/Loss
Equity
+10%
$
-10%
$
+10%
$
-10%
$
+10%
$
-10%
$
(Decrease)/increase
(19,341)
(19,341)
23,639
23,639
(19,341)
(19,341)
23,639
23,639
(15,896)
(15,896)
19,428
19,428
(15,896)
(15,896)
19,428
19,428
60
Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 27: Segment Reporting
The consolidated entity has identified its operating segments based on the internal reports and that are reviewed and used
by the chief operating decision makers in assessing performance and in determining the allocation of resources.
The operating segments are identified by management based on revenue stream. Discrete financial information about each
of those operating business is reported on a monthly basis.
(a) Types of Products and Services
The consolidated entity operates in the provision of pre-paid mobile telephony products and services and the associated
operations of the Mobile Real Time Monitoring platform, and the provision of retail electricity and gas services to residential
and businesses in Australia.
(b) Accounting Policies and Inter-Segment Transactions
Unless stated otherwise, all amounts reported to the Board of Directors as the chief operating decision maker with respect to
operating segments are determined in accordance with accounting policies that are consistent with the consolidated entity's
policies described in Note 1.
(c) Major Customers
The consolidated entity is not reliant on any single customer and no one customer represents more that 10% of the Group’s
revenue.
2020
Revenue
Revenue from external customers
Other income
Inter-segment revenue
Total segment revenue
Result
Earnings before interest expense and taxation
(EBIT)
Finance revenue
Finance costs
Share of loss of equity-accounted investees, net of tax
Profit before income tax for the year
Other Segment Information
Depreciation
Energy
Services
$
Telecom-
munication
Services
$
Total
$
84,619,523
452,829
-
85,072,352
1,720,445
85,039
-
1,805,484
86,339,968
537,868
-
86,877,836
4,039,107
230,172
4,269,279
27,952
(292,220)
-
4,005,011
753,675
-
753,675
61 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 27: Segment Reporting (continued)
2019
Revenue
Revenue from external customers
Other income
Inter-segment revenue
Total segment revenue
Result
Earnings before interest expense and taxation
(EBIT)
Finance revenue
Finance costs
Share of loss of equity-accounted investees, net of tax
Profit before income tax for the year
Other Segment Information
Depreciation
Impairment
Energy
Services
$
Telecom-
munication
Services
$
Total
$
81,023,280
7,719
-
81,030,999
2,313,249
161,452
-
2,474,701
83,336,529
169,171
-
83,505,700
1,791,732
487,611
2,279,343
103,523
(170,541)
(1,368)
2,210,957
279,370
111,380
11,002
-
290,372
111,380
No segment assets and liabilities are disclosed because there is no measure of segment liabilities regularly reported to chief
operating decision makers.
62 Notes to the Consolidated Financial Statements
For the year ended 30 June 2020
Note 28: Parent Entity Disclosures
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Employee equity benefits reserve
Retained earnings
Shareholders' equity
Profit/(Loss) for the year
Total comprehensive income
Parent entity contingencies
Company
2020
$
2019
$
2,706,613
5,533,646
2,557,507
4,557,835
10,634,275
11,606,459
11,710,409
11,932,029
9,920,068
26,715
(16,019,596)
(6,072,813)
9,833,668
26,715
(17,234,577)
(7,374,194)
1,250,596
(4,644,518)
1,250,596
(4,644,518)
The details of all contingent liabilities in respect to TPC Consolidated Limited are disclosed in Note 21.
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in Note 1.
Note 29: Events Subsequent to the End of the Financial Year
To date, the Group has experienced minimal financial impacts of COVID-19 specially on the CovaU business in the year
ended 30 June 2020. The Group is unable to determine if COVID-19 will have a material impact to its operations. The
Group is managing the downside risk presented by COVID-19 via tight management of costs, a focus on working capital
management and targeted deployment of capital and resources.
The directors expect continued growth in the energy business going forward and that the Group will maintain its
profitability and cash flow in the financial year ending 30 June 2021. Management are exploring strategies to grow the
energy business through strategic partnerships, acquisitions and organic means.
No matter or circumstance, other than those referred to in the financial statements or notes thereto, has arisen since the
end of the financial year, that has 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.
Note 30: Company Details
The Company is incorporated and domiciled in Australia.
The registered office and principal place of business of the Company is:
Suite 1103, Level 11, 201 Kent Street, Sydney NSW 2000, Australia
63
Directors' Declaration
The directors of the Company declare that:
1.
2.
3.
4.
The financial statements, comprising the consolidated statement of profit or loss and other comprehensive
financial position, consolidated statement of changes in equity,
income, consolidated statement of
consolidated statement of cash flows, accompanying notes, are in accordance with the Corporations Act 2001
and:
(a)
(b)
comply with Accounting Standards and the Corporations Regulations 2001; and
give a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its
performance for the year ended on that date.
The Company has included in the notes to the financial statements an explicit and unreserved statement of
compliance with International Financial Reporting Standards.
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 by the chief executive officer and chief financial officer required
by section 295A.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf
of the directors by:
Greg McCann
Chairman
Chiao-Heng (Charles) Huang
Managing Director
Sydney, 28 August 2020
64 Level 17, 383 Kent Street
Sydney NSW 2000
Correspondence to:
Locked Bag Q800
QVB Post Office
Sydney NSW 1230
T +61 2 8297 2400
F +61 2 9299 4445
E info.nsw@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of TPC Consolidated Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of TPC Consolidated Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss
and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows
for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies, and the Directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the year
ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
65
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
Estimation of unbilled revenue – Note 9
Unbilled revenue of $8,515,093 represents the value of gas and
electricity supplied to customers for the period between the date of
the last meter reading and the reporting date of 30 June 2020, of
which the invoices had not been issued to the customers.
Detailed calculations utilising estimates of the electricity and gas
consumption of the Group’s customers and applicable pricing plans
are used to determine the estimate of unbilled revenue.
This area is a key audit matter due to the estimation uncertainty
involved in determining customer consumption between the last
invoice date and the end of the reporting period and the application
of pricing assumptions to the calculation of unbilled revenue.
Unbilled network expenses – Note 15
Management estimates energy consumption between the date of
the last invoice date from the energy distributor to the Group, and
the end of the reporting period when estimating network expenses.
Detailed financial models utilising estimates of the electricity and
gas consumption of the Group’s customers are used to determine
the unbilled distribution costs of. Detailed calculations utilising
estimates of the electricity and gas consumption of the Group’s
customers are used to determine the unbilled network expenses of
$5,366,829, as disclosed in Trade and Other Payables in Note 17 to
the financial statements.
This area is a key audit matter due to the estimation uncertainty
involved in estimating the volume of energy purchased to satisfy the
Groups customer demand since the last invoice.
Derivative financial instruments – Note 23
The Group enters into derivative arrangements, such as energy
price caps and swaps, in order to hedge its exposure to the variable
and volatile wholesale energy prices. These financial instruments
are classified by the Group as cash flow hedges.
Accounting for derivative financial instruments involves judgement
in the application of specific hedge accounting requirements under
AASB 9: Financial Instruments. There is also a requirement to
record the derivatives at fair value, which involves the application of
further judgement.
This area is a key audit matter due to the heightened complexities
associated with the valuation and accounting for these derivative
financial instruments and this is the first year of the adoption of
AASB 9. Upon adoption, the Group was required to assess whether
their derivative arrangements still met the recognition and
measurement requirements under the new standards.
How our audit addressed the key audit matter
Our procedures included, amongst others:
•
• Obtaining an understanding of the key controls in place to
determine and review the estimate of unbilled revenue;
Comparing the Group’s previous estimates against subsequent
billings to evaluate the historical accuracy of the Group’s
calculations and estimates;
Agreeing management’s reconciliation of purchase volumes to
revenue volumes recognised;
Challenging management’s calculations and assumptions and
comparing:
o
•
•
o
average pricing rates used in the accrual calculation
to historical and current rates;
internally generated estimates of physical energy
loss levels through the distribution process to
industry averages published by the Australian
Energy Market Operator (‘AEMO’) for electricity,
Short Term Trading Market (STTM) for gas in New
South Wales and Declared Wholesale Gas Market
(DWGM) for gas in Victoria; and
•
Assessing the adequacy of the Group’s disclosures in respect
of unbilled revenue.
Our procedures included, amongst others:
•
• Obtaining an understanding of the process flows and key
controls in place to determine the estimate of the accrued
expenses;
Testing the volume of wholesale energy purchased by the
Group to the invoices received from Australian Energy Market
Operator (‘AEMO’) for electricity, Short Term Trading Market
(STTM) for gas in New South Wales and Declared Wholesale
Gas Market (DWGM) for gas in Victoria on a sample basis;
Reconciling purchase volumes to revenue volumes
recognised;
Comparing post period-end invoices to management’s
estimate of accrued expenses; and
Assessing the appropriateness and adequacy of the
disclosures in the financial report.
•
•
•
Our procedures included, amongst others:
• Obtaining an understanding of the internal risk management
procedures and systems and controls associated with the
origination and maintenance of complete and accurate
information relating to derivative contracts;
•
•
• Obtaining and evaluating management’s hedge documentation
of significant hedge relationships for compliance with AASB 9;
Identifying a complete list of swap and cap contracts by
inquiring with management, reviewing counterparty statements
and considering results of confirmations;
Confirming directly with the counterparty the key terms and
conditions of the agreement and pricing of an equivalent
contract as of the year end date;
Comparing the year end pricing provided by the counterparty
to the contracted pricing, recalculating the fair value of the
financial instrument and comparing to the fair values as
recorded by management; and
Assessing the appropriateness of the disclosures in the
financial report.
•
•
66
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors’ for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001. The Directors’ responsibility also includes
such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of
our auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 10-14 of the Directors’ report for the year ended 30 June 2020.
In our opinion, the Remuneration Report of TPC Consolidated Limited, for the year ended 30 June 2020 complies with section
300A of the Corporations Act 2001.
67
Responsibilities
The Directors of the Group are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
S M Thomas
Partner – Audit & Assurance
Sydney, 28 August 2020
68
Shareholder Information
Shareholder information required by the Australian Securities Exchange Limited and not shown elsewhere in this report
is as follows.
(a) Shares and Options as at 10 August 2020
Equity Security
Shares on issue
(b) Distribution of Equity Securities as at 31 July 2020
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
There were 17 holders of less than a marketable parcel of 2,048 ordinary shares.
(c) Substantial Shareholders as at 10 August 2020
Rank Shareholder
Tel.Pacific ESOP Pty Limited
1 Mr Chiao Heng Huang
2
3 Mr Barry Christopher Chan
4
5 Megaway Group Limited
Focus Capital Finance Limited
Number
11,235,613
Class of Equity Securities
Ordinary Shares
Holders
Ordinary Shares
Units
217
80
17
33
14
361
197,825
219,179
128,651
914,497
9,775,461
11,235,613
Number of
Shares
% of Issued
Capital
4,063,393
1,300,000
700,000
544,500
544,500
36.17
11.57
6.23
4.85
4.85
69
Shareholder Information
(d) Twenty Largest Shareholders as at 10 August 2020
Rank Shareholder
Number of
Shares
% of Issued
Capital
Tel.Pacific ESOP Pty Limited
Focus Capital Finance Limited
Fortune Giant International Limited
1 Mr Chiao Heng Huang
2
3 Mr Barry Christopher Chan
4
5 Megaway Group Limited
6 Mr Guonan Guan
7
8 Ms Wei Chun Wu
9 Mr Bob Cheng
10 Mr Maobin Guan
11 Mrs Xiaohong Xue
12
13
14 Middleton Capital Investment Pty Ltd (Chen and Xuan Family A/C)
15 Mr Jeffrey Wu Kin Ma
16 Mr Chiao Ting Huang
17 Mr Junwu Lian
18 Snowtop Wealth Management Pty Ltd
19 Mr Muhammad Patel
20 Mrs Samantha Vieira
CX & J Pty Ltd (CXJ Superannuation Fund A/C)
Global Property Services Pty Limited (Super Account)
Total
4,063,393
1,300,000
700,000
544,500
544,500
440,809
424,924
415,000
379,488
228,888
228,888
202,959
137,112
105,000
82,003
77,476
70,000
67,315
50,313
42,744
10,105,312
36.17
11.57
6.23
4.85
4.85
3.92
3.78
3.69
3.38
2.04
2.04
1.81
1.22
0.93
0.73
0.69
0.62
0.60
0.45
0.38
89.94
70 Corporate Directory
Directors
Greg McCann
Chiao-Heng (Charles) Huang
Jeffrey Ma
Steven Goodarzi
Company Secretary
Jeffrey Ma
Registered Office
Suite 1103, Level 11, 201 Kent Street
Sydney NSW 2000
Australia
Telephone
Facsimile
Web Site
(02) 8448 0633
1300 369 222
www.tpc.com.au
Share Registry
Computershare Investor Services Pty Limited
Level 3, 60 Carrington Street
Sydney NSW 2000
Stock Exchange Listing
Australian Securities Exchange Limited
ASX Code: TPC
Auditor
Grant Thornton Audit Pty Ltd
Level 17, 383 Kent Street
Sydney NSW 2000
Solicitor
Baker & McKenzie
Level 46, 100 Barangaroo Avenue
Sydney NSW 2000
Banker
Commonwealth Bank
48 Martin Place
Sydney NSW 2000
Westpac Banking Corporation
425 Victoria Avenue
Chatswood NSW 2067
71