Ultima United Limited
(Formerly United Uranium Limited)
ACN 123 920 990
Annual Report
For the Financial Year Ended 30 June 2015
CONTENTS
Corporate Directory
Directors’ Report
Auditor’s Independence Declaration
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report To The Members of Ultima United Limited
Corporate Governance Statement
Additional Shareholder Information
Ultima United Limited - Annual Report
For the year ended 30 June 2015
PAGE
3
4
13
14
15
16
17
18
40
41
43
52
2
CORPORATE DIRECTORY
Ultima United Limited - Annual Report
For the year ended 30 June 2015
EXECUTIVE CHAIRMAN & MANAGING DIRECTOR
(Simon) Xing Yan
EXECUTIVE DIRECTOR
George Lazarou
NON-EXECUTIVE DIRECTORS
Eric Kong
Feng Ding
COMPANY SECRETARY
Piers Lewis
PRINCIPAL & REGISTERED OFFICE
Suite 2, 23 Richardson Street
SOUTH PERTH WA 6151
Telephone: (08) 6436 1888
Facsimile: (08) 9367 3311
AUDITORS
Moore Stephens Perth
Level 3, 12 St Georges Terrace
PERTH, WA 6000
SHARE REGISTRAR
Advanced Share Registry Services
110 Stirling Highway
NEDLANDS WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9262 3723
SECURITIES EXCHANGE LISTING
Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
Codes: UUL
3
Ultima United Limited - Annual Report
For the year ended 30 June 2015
DIRECTORS' REPORT
The directors of Ultima United Limited (the “Company”) submit herewith the financial report of the Company for the
financial year ended 30 June 2015. In order to comply with the provisions of the Corporations Act 2001, the directors
report as follows:
1) BOARD OF DIRECTORS
The names and details of the Company’s directors in office during and since the financial year end until the date of
the report are as follows. Directors were in office for the entire period unless otherwise stated.
Directors
Position
(Simon) Xing Yan
Executive Chairman & Managing Director
George Lazarou
Executive Director
Eric Kong
Feng Ding
Non-Executive Director
Non-Executive Director
2)
INFORMATION ON DIRECTORS
(Simon) Xing Yan
Experience
Executive Chairman & Managing Director (appointed 23 July 2014)
Mr Yan has over 30 years of senior level management experience in international mining
trade. He was part of the management team of China National Minerals and Metals
Import & Export Corporation (MINMETALS).
Mr Yan migrated to Western Australia where he established numerous import export
businesses. Mr Yan developed a number of commercial properties, including “Woodsons”
(formerly Parry’s Department Store) in Fremantle and Huntingdale Village Shopping
Centre. Mr Yan was also a licensed real-estate agent for nearly 20 years, which provided
him with a deep knowledge of the Western Australian property market.
Interest in Shares
Mr Yan is widely sought after as a consultant for international trade issues due to his
broad contacts and knowledge of Chinese and Australian business systems.
1,642,500 Fully paid Ordinary Shares
Interest in Options
Nil
George Lazarou
Executive Director
Qualifications
Experience
BCom, CA
Mr Lazarou is a qualified Chartered Accountant with over 20 years’ experience, including
five years as a partner of a mid-tier accounting firm, specialising in the areas of audit,
advisory and corporate services. Mr Lazarou has extensive skills in the areas of audit,
corporate services, due diligence, independent expert reports, mergers & acquisitions and
valuations.
Mr Lazarou also brings with him a high level of commercial skills having worked closely
with publicly listed companies in the mining, building, engineering, environmental and
construction industries.
Interest in Shares
Mr Lazarou is currently the Managing Director of corporate advisory firm Citadel Capital
and Non-Executive Chairman of Volta Mining Limited.
157,500 Fully paid Ordinary Shares
Interest in Options
Nil
4
DIRECTORS' REPORT
Eric Kong
Qualifications
Experience
Ultima United Limited - Annual Report
For the year ended 30 June 2015
Non-Executive Director
MBA
Mr. Kong holds an MBA from the University of Western Australia and has extensive
corporate experience with Fortune 500 companies. He served in Solectron’s supply chain
management division where he often worked with top tier clients that include IBM, Cisco,
Sun Microsystems and Lucent Technologies. He then served as Asia Pacific regional
accounts manager for Molex; being responsible for business strategy, development and
growth in the highly competitive electronics contract manufacturing industry.
He is the founder and former director of Altis West; a business consulting firm managing
Chinese joint ventures in Australian mining and property sectors.
Interest in Shares
Mr Kong is an experienced manager with intricate knowledge of global business models,
trends and high-level expertise in both eastern and western management styles.
35,775 Fully paid Ordinary Shares
Interest in Options
Nil
Feng Ding
Qualifications
Experience
Interest in Shares
Non-Executive Director
BSc, MBM
Mr Ding is a long standing employee of the Institute of Geology and Minerals. His
education achievements include a Degree in Geophysical Exploration and a Postgraduate
Degree in Business Management. As Managing Director of a very profitable mining
operation (in excess of $250million AUD profit in 2010) in Shandong Province, Mr Ding
has a strong blend of technical, commercial and business skills. He has had involvement
in all aspects of prospect identification, exploration, appraisal and development in the
mining industry.
Nil
Interest in Options
Nil
Directorships of other listed companies
Directorships of other listed companies held by directors in the 3 years immediately before the end of the financial
year are as follows:
Name
Company
Period of Directorship
Xing Yan (Simon)
-
-
George Lazarou
Cortona Resources Limited
12 January 2006 to 9 January 2013
Volta Mining Limited
Appointed 20 January 2011
Eric Kong
Feng Ding
-
-
-
-
3) COMPANY SECRETARY
Mr Piers Lewis (Appointed 15 January 2015)
Mr Lewis has more than 15 year’s global corporate experience and is currently Company Secretary and CFO for
several ASX listed Companies. Mr Lewis specializes in financial management of listed and non-listed exploration
companies and brings extensive and diverse financial and corporate experience from previous senior management
roles with Credit Suisse (London), Mizuho International and NAB Capital. Mr Lewis holds a Bachelor of Commerce
and is a member of the Australian Institute of Chartered Accountants and Governance Institute of Australia.
4) PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was property development. The Company advised the
market on 3 July 2014 that it intended to change its principal activities from exploration to property development,
which was approved by shareholders at the Annual General Meeting on 15 September 2014.
5
DIRECTORS' REPORT
5) FINANCIAL RESULTS
The financial results of the Company for the year ended 30 June 2015 are:
Ultima United Limited - Annual Report
For the year ended 30 June 2015
6) DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a
dividend to the date of this report.
7) REVIEW OF OPERATIONS
During the financial year the Company undertook a strategic review of its operations with a view to increasing
shareholder value, given the continual trading of the share price below the Company’s cash asset backing.
The strategic review underlined a consistent theme, that junior resource companies and in particular uranium focused
companies, are currently “unloved” by the investment community.
Given the overall market weakness and unwillingness for investors to invest in junior resource companies, the Board
made the decision to shift its activities from resource exploration, in an effort to increase shareholder value.
The primary reasons for moving away from resource exploration were:-
Investors unwillingness to invest;
Early stage status of current portfolio of projects, requiring significant funding to explore, with no guarantee of
commercial success;
Continued depressed uranium prices, and commodities prices in general;
Significant value having been stripped from most junior resource companies over the last 12 months; and
Funds being better deployed elsewhere to provide greater returns.
The Board decided that moving into “property development” would provide the Company with the best opportunity to
increase shareholder value.
The primary reasons for moving into property development were:-
Major shareholders strongly supporting a move into property development;
Investors willingness to invest in property developments as opposed to resource exploration;
The property sector is currently experiencing strong housing demand; and
The ability to borrow funds, if required, at current low interest rates, reducing dilution to current shareholders.
The Board believed the Company needed to be generating revenue and profits to enable the Company’s share price
to increase and reduce the need for any future capital raisings and shareholder dilution. This was not possible, if the
Company continued to be involved in the resources sector.
To have continued with resource exploration, would have led to further depletion in cash reserves, with little or no
value being added through further exploration, given the current negative sentiment for junior resource companies.
As a result of the Company moving into property development, the Company was required to re-comply with
Chapters 1 and 2 of the ASX Listing Rules.
The Company was required to complete a number of elements determined by the ASX Listing Rules summarised as
follows:-
A meeting of shareholders was held on 15 September 2014, at which the shareholders approved the change
of activities into property development, the acquisition of the Cannington Property and a name change to
“Ultima United Limited”; and
The lodgment of a Prospectus with ASIC to raise a minimum of $1 million and up to $1.5 million to enable re-
compliance with Chapters 1 & 2 of the ASX Listing Rules. The Prospectus closed on 31 October 2014, with
total funds of $1,226,422 being raised.
6
30/06/201530/06/2014% ChangeCash and cash equivalents ($)1,923,6733,345,722-43%Net assets ($)3,928,6413,286,02620%30/06/201530/06/2014% ChangeRevenue ($)71,496129,744-45%Net loss after tax ($)(457,900)(701,390)-35%Loss per share ($)(1.57)(1.63)-4%Dividend ($)---
Ultima United Limited - Annual Report
For the year ended 30 June 2015
DIRECTORS' REPORT
The Company’s securities were reinstated by the ASX to official quotation on 18 November 2014.
PROPERTY DEVELOPMENT
295 Canning Highway, Como, Western Australia
The Company has the right to earn up to a 50% interest in the property at 295 Canning Highway, Como, pursuant to
a Joint Venture for Profit Sharing Agreement between the Company and S & A Holding (Aust) Pty Ltd.
The development of 3 two storey townhouses is progressing on time and budget, with completion of the development
anticipated to occur in September 2015, and sale of the townhouses to be completed before the year of the calendar
year.
3 Oak Street, Cannington, Western Australia
The Company announced on 3rd July 2014 that they have entered into a conditional Contract for Sale for the property
located at 3 Oak Street, Cannington (Property).
The Company entered into a conditional Contract of Sale with the vendors to acquire the Property for total
consideration of $1.3 million (excluding applicable stamp duty), and was subject to the Company obtaining
shareholder approval for the acquisition within 75 days of acceptance, with settlement to occur on or before 21 days
from the receipt of shareholder approval. A $20,000 deposit was payable within 5 business days of acceptance.
Shareholder approval was obtained on 15 September 2014 and settlement occurred on 8 October 2014.
The Property consists of 1,256m2 of vacant land and is zoned “City Centre”, as per the Canning Council Town
Planning Scheme 40 Guidelines, allowing for residential activities within the area designated as the Canning City
Centre, generally in accordance with the proposals contained in the Canning Regional Centre Structure Plan.
The Council supports a maximum development height of 18m, and high density living in this area, known as the
"River Precinct”, with the Property having a R60 zoning.
The Company is in the process of re-submitting to the City of Canning, development approval plans for the
construction of 12 apartments at 3 Oak Street, Cannington. The Company has decided to amend the number of
apartments to be constructed from 15 to 12 to better maximise the appeal to potential buyers, with each apartment
having 2 bedrooms and 2 bathrooms
19-21 Tate Street, Bentley, Western Australia
The Company announced on 11 May 2015 that they had entered into a Contract for Sale for the properties located at
19-21 Tate Street, Bentley (“Properties”).
The Properties consists of two 811m2 sites (1,622m2 in total), with both Properties currently zoned R17.5/40, and by
purchasing both properties allows the higher density R40 to be applicable. The Properties are located close to
existing infrastructure and are within 300m to various bus stops servicing Perth City and Cannington, 500m from
Welshpool Train Station and Bentley Plaza Shopping Centre, and a short drive to the Victoria Park Café Strip, Curtin
University and surrounding schools.
The Company has entered into a Contract of Sale with the vendors to acquire the Properties for total consideration of
$1.35 million (excluding applicable stamp duty), with a $50,000 ($25,000 per property) deposit paid on signing of the
Contract of Sale. Settlement occurred on 5 August 2015.
The Company has lodged preliminary plans to construct 14 apartments with the Canning City Council.
EXPLORATION ACTIVITIES
Given the change of activities to property development during the year, the Company relinquished all mineral
tenement interests.
7
Ultima United Limited - Annual Report
For the year ended 30 June 2015
DIRECTORS' REPORT
8) SIGNFICANT CHANGES IN STATE OF AFFAIRS
During the financial year the following significant events took place:
The Company entered into a conditional Contract of Sale with the vendors to acquire 3 Oak street,
Cannington for total consideration of $1.3 million (excluding applicable stamp duty), and was subject to the
Company obtaining shareholder approval for the acquisition within 75 days of acceptance, with settlement to
occur on or before 21 days from the receipt of shareholder approval. A $20,000 deposit was paid, and
shareholder approval was obtained on 15 September 2014 with settlement occurring on 8 October 2014.
On 15 September 2014 the Company held a General Meeting of Shareholders, during this meeting,
shareholders approved the change of activities into property development, the acquisition of the Cannington
Property and a name change to “Ultima United Limited”; the consolidation of capital and a capital raising.
On 8 October 2014 the Company completed its share consolidation on a nine (9) for twenty (20) basis and
confirmed the settlement of the property located at 3 Oak Street, Cannington.
On 4 November 2014 the Company completed its capital raising oversubscribed, raising $1,226,422.
On 18 November 2014 the Company reinstated to official quotation following the Company’s compliance
with listing rule 11.1.3 and chapters 1 and 2 of the ASX listing rules.
On 11 May 2015 the Company announced that it had entered into a Contract for Sale for the properties
located at 19-21 Tate Street, Bentley. The properties consist of two 811m2 sites (1,622m 2 total), with both
Properties currently zones R17.5/40, and by purchasing both properties allows the higher density R40 to be
applicable. Settlement occurred on 5 August 2015.
9) AFTER BALANCE DATE EVENTS
On 9 May 2015, the Company entered into a Contract for Sale to acquire the properties located at 19 & 21 Tate
Street, Bentley for total consideration of $1.35 million (excluding applicable stamp duty), which included payment of
a $50,000 ($25,000 per property) deposit on signing of the Contract of Sale. On 5 August 2015 the Company
completed settlement of the properties located at 19 & 21 Tate Street, Bentley in accordance with the Contract of
Sale, of which $945,000 of the acquisition price was financed through a variable rate bank loan, with an interest only
payment period of 12 months before the loan converts to an interest and principal component.
The directors are not aware of any other matters or circumstances that have arisen since the end of the financial year
which significantly affected or may significantly affect the operations of the Company, the results of those operations,
or the state of affairs of the Company in future financial years.
10) MEETINGS OF DIRECTORS
The number of Director’s meetings held during the financial year and the number of meetings attended by each
Director during the time the Director held office are:
Directors
Xing Yan
George Lazarou
Eric Kong
Feng Ding
Directors Meetings
Number Eligible
to Attend
Meetings
Attended
2
2
2
2
2
2
2
-
The Company does not have a formally constituted audit committee nor a remuneration committee as the board
considers that the company’s size and type of operation do not warrant such committees.
11) FUTURE DEVELOPMENTS
The Directors continue to actively seek and evaluate a number of property development opportunities and further
information will be made available to the market in accordance with its continuous disclosure obligations under the
ASX Listing Rules.
12) ENVIRONMENTAL ISSUES
The Company is not subject to any significant environmental regulation under the Commonwealth or State legislation.
The Board is not aware of any breach of environmental requirements as they apply to the Company.
8
Ultima United Limited - Annual Report
For the year ended 30 June 2015
DIRECTORS' REPORT
13) REMUNERATION REPORT
This Remuneration Report covers the following Key Management Personnel:
Directors
(Simon) Xing Yan
George Lazarou
Eric Kong
Feng Ding
Other than the directors, the Company does not currently have any other employees. Executive directors and any
personnel in the senior management position are collectively referred to as executives in this Report.
Remuneration Policy
The remuneration policy of the Company has been designed to align directors’ and executives’ objectives with
shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual
basis in line with market rates and offering specific long-term incentives based on key performance areas affecting
the Company’s financial results. The board believes the remuneration policy to be appropriate and effective in its
ability to attract and retain the best directors and executives to run and manage the Company. The board’s policy for
determining the nature and amount of remuneration for board members and executives of the Company is as follows:
Executive Remuneration Policy
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives (or
collectively “executives”), was developed by the board. All executives receive a base salary (which is based on
factors such as length of service and experience) and superannuation. The board reviews executive packages
annually by reference to the Company’s performance, executive’s performance and comparable information from
industry sectors and other listed companies in similar industries.
The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is to attract
the highest calibre of executives and reward them for performance that results in long-term growth in shareholder’s
wealth.
Executives are also entitled to participate in the employee share and option arrangements. The executive directors
receive a superannuation guarantee contribution required by the government, which is currently 9.5% and do not
receive any other retirement benefits.
All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Shares given
to directors and executives are valued as the difference between the market price of those shares and the amount
paid by the director or executive. Options are valued using the Black-Scholes method.
Non-Executive Remuneration Policy
The board’s policy is to remunerate non-executive directors at market rates for comparable companies for time,
commitment and responsibilities. The board determines payments to the non-executive directors and reviews their
remuneration annually, based on market practice, duties and accountability. Independent external advice is sought
when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to
approval by shareholders at the Annual General Meeting, (currently $250,000). Fees for non-executive directors are
not linked to the performance of the Company. However, to align directors’ and executives’ interests with shareholder
interests, non-executive directors are encouraged to hold shares in the company and are able to participate in the
employee option plan.
Performance based remuneration
The Company has no performance based remuneration component built into executive remuneration packages. Non-
executive directors’ remuneration are not performance based.
Company performance, shareholder’s wealth and director’s and executive’s remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and directors and
executives. Currently, this is facilitated through the issue of options to the majority of directors and executives to
encourage the alignment of personal and shareholder interests. The Company believes the policy will be effective in
increasing shareholder’s wealth. For details of directors’ interests in options at year end, refer the Directors’ Report.
9
Ultima United Limited - Annual Report
For the year ended 30 June 2015
DIRECTORS' REPORT
Employment contracts of key management personnel
(Simon) Xing Yan
Pursuant to an agreement executed on 30 April 2015, Xing Yan will be paid $150,000 per annum plus
superannuation, for providing services to the Company as Executive Chairman & Managing Director. The agreement
may be terminated by either party by providing 1 month’s written notice and upon payment of any outstanding fees
for services rendered. The employment contract was for a term of 1 year, commencing 1 May 2015.
George Lazarou
Pursuant to an agreement executed on 30 April 2015, George Lazarou will be paid $100,000 per annum plus
superannuation, for providing services to the Company as an Executive Director. The agreement may be terminated
by either party by providing 1 month’s written notice and upon payment of any outstanding fees for services rendered.
The employment contract was for a term of 1 year, commencing 1 May 2015.
Eric Kong
On 4 March 2011, a resolution was passed by board of directors to increase Mr Kong’s salary to $50,000 per annum.
Mr Kong’s appointment will automatically cease in the event that he gives notice to the board of his resignation as a
director, or he resigns by rotation and is not re-elected as a director by the shareholders of the Company.
Feng Ding
Pursuant to a letter of appointment executed on 7 April 2011, Mr Ding will be paid $2,000 per Board meeting
attended as a Non-executive Director. Mr Ding’s appointment will automatically cease in the event that he gives
notice to the board of his resignation as a director, or he resigns by rotation and is not re-elected as a director by the
shareholders of the Company.
Compensation of Key Management Personnel for the year ended 30 June 2015
SHORT-TERM BENEFITS
POST EMPLOYMENT
SHARE-BASED
PAYMENT
TOTAL
Salary &
Fees
Cash
Bonus
Non-
Monetary
Super-
annuation
Long
Service
Equity
Options
Directors
(Simon) Xing Yan - Executive Chairman
2015
2014
150,000
150,000
-
-
George Lazarou - Executive Director
2015
2014
100,000
100,000
-
-
Eric Kong - Non-Executive Director
50,000
80,0001
Feng Ding - Non-Executive Director
2015
2014
-
-
2015
2014
-
-
Total Remuneration
300,000
330,000
2015
2014
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14,062
13,875
9,375
9,250
4,688
4,625
-
-
-
-
2,8122
19,5592
-
-
-
-
28,125
27,750
2,812
19,559
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
164,062
163,875
112,187
128,809
54,688
84,625
-
-
330,937
377,309
1
During the 2014 financial year Altis West Pty Ltd, a company of which Mr Kong is an employee, received
$30,000 in fees (excluding GST) from Ultima United Limited for consulting services on commercial terms.
2 As of 1 June 2014, Mr Lazarou has been employed with the Company for eight years. For the current financial
year $2,812 (2014: $19,559) has been expensed as long service leave.
10
DIRECTORS' REPORT
Option holdings of key management personnel
2015
The Company’s Directors and key management personnel did not hold any options at 30 June 2015.
Ultima United Limited - Annual Report
For the year ended 30 June 2015
2014
Balance
at
01.07.13
Granted
as
Remuneration
(Simon) Xing Yan 2,000,000
George Lazarou 2,000,000
Eric Kong
Feng Ding
TOTAL
2,000,000
-
6,000,000
-
-
-
-
-
Exercised /
Expired
(2,000,000)
(2,000,000)
(2,000,000)
-
(6,000,000)
Shareholdings of key management personnel
2015
Balance
at
30.06.14
Total
Vested at
30.06.14
Total
Exercisable
at 30.06.14
Total
Unexercisable
at 30.06.14
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance at
01.07.14
Granted as
Remuneration
On Exercise
of Options
Capital
Consolidation
Bought &
(Sold)
Balance at
30.06.15
(Simon) Xing Yan
3,650,000
George Lazarou
Eric Kong
Feng Ding
TOTAL
350,000
79,500
-
4,079,500
-
-
-
-
-
-
-
-
-
-
(2,007,500)
(192,500)
(43,725)
-
(2,243,725)
-
-
-
-
-
1,642,500
157,500
35,775
-
1,835,775
2014
Balance at
01.07.13
Granted as
Remuneration
On Exercise
of Options
Capital
Consolidation
Bought &
(Sold)
Balance at
30.06.14
(Simon) Xing Yan
3,650,000
George Lazarou
Eric Kong
Feng Ding
TOTAL
350,000
79,500
-
4,079,500
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,650,000
350,000
79,500
-
4,079,500
Compensation options granted during the year ended 30 June 2015
No compensation options were granted to directors or executive during the financial year (2014: nil).
There are no compensation options in existence at reporting date.
Performance income as a proportion of total income
No performance based bonuses have been paid to directors or executives during the financial year (2014: nil).
Loans to key management personnel
There were no loans to or from key management personnel during the financial year (2014: nil).
Other transactions with key management personnel
On 29 November 2013, the Company received shareholder approval to enter into a Joint Venture and Profit Sharing
Agreement (Agreement) with S & A Holding (Aust) Pty Ltd (S & A Holding). Mr Simon Yan, a director of the
Company, is a shareholder and director of S & A Holding. Refer to Note 22 for further details of the Agreement.
END OF REMUNERATION REPORT
11
Ultima United Limited - Annual Report
For the year ended 30 June 2015
DIRECTORS' REPORT
14) OPTIONS
At the date of this report there are no unissued ordinary shares of the Company under option.
No ordinary shares have been issued as a result of the exercise of options during or since the end of the financial
year.
15)
INDEMNIFYING OFFICERS OR AUDITOR
During or since the end of the financial year the Company has given an indemnity or entered into an agreement to
indemnify, or paid or agreed to pay insurance premiums as follows:
The Company has entered into agreements to indemnify all directors and provide access to documents, against any
liability arising from a claim brought by a third party against the Company. The agreement provides for the Company
to pay all damages and costs which may be awarded against the directors.
The Company has paid premiums to insure each of the directors against liabilities for costs and expenses incurred by
them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the
company, other than conduct involving a willful breach of duty in relation to the Company. The amount of the
premium was $6,180. No indemnity has been paid to auditors.
16) PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all
or any part of these proceedings.
The Company was not a party to any such proceedings during the year.
17) AUDITORS INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2015 has been received and can be found
on page 13 of the annual report.
18) NON-AUDIT SERVICES
The board of directors is satisfied that the provision of non-audit services, totaling $16,964, were performed during
the year by the Company’s auditors is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the
external auditor’s independence for the following reason:
The nature of the services provided do not compromise the general principles relating to auditors independence
as set out in the APES 110 (Code of Ethics for Professional Accountants).
Signed in accordance with a resolution of the Board of Directors.
George Lazarou
Executive Director
Dated this 20th day of August 2015
12
Level 3, 12 St Georges Terrace
Perth WA 6000
PO Box 5785, St Georges Terrace
WA 6831
T +61 (0)8 9225 5355
F +61 (0)8 9225 6181
www.moorestephens.com.au
AUDITOR’S INDEPENDENCE DECLARATION
UNDER S307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF ULTIMA UNITED LIMITED
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2015 there have
been no contraventions of:
i.
the auditor independence requirements as set out in the Corporations Act 2001 in relation to the
audit; and
ii. any applicable code of professional conduct in relation to the audit.
Suan-Lee Tan
Partner Chartered Accountants
Moore Stephens
Dated this 20th day of August 2015
Liability limited by a scheme approved under Professional Standards Legislation. Moore Stephens ABN 16 874 357 907. An independent
member of Moore Stephens International Limited - members in principal cities throughout the world. The Perth Moore Stephens firm is not a
partner or agent of any other Moore Stephens firm.
13
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Ultima United Limited - Annual Report
For the year ended 30 June 2015
Notes
30-Jun-15
30-Jun-14
$
$
Interest Revenue
71,496
129,744
Employee benefit expenses
Occupancy expenses
Depreciation expense
Consultancy expenses
Legal and compliance expenses
Net gain/(loss) on financial assets held at fair value
Impairment provision for capitalised exploration expenditure
Administration expenses
Loss before income tax expense
Income tax expense
Net loss for the year
Other comprehensive Income
Total comprehensive income for the year
2
(337,477)
(339,810)
2
2
4
(58,087)
(6,515)
(48,395)
(57,947)
(3,286)
(1,705)
(46,784)
(6,352)
(92,894)
(61,483)
1,210
(261,007)
(15,984)
(24,014)
(457,900)
(701,390)
-
-
(457,900)
(701,390)
-
-
(457,900)
(701,390)
Basic and diluted loss per share (cents per share)
19
(1.57)
(1.63)
The accompanying notes form part of these financial statements.
14
STATEMENT OF FINANCIAL POSITION
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Property development - Interest in Joint Venture
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Property development
Financial assets
Plant and equipment
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provision
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Ultima United Limited - Annual Report
As at 30 June 2015
Notes
30-Jun-15
30-Jun-14
$
$
5
6
7
8
9
10
11
12
13
14
15
1,923,673
3,345,722
12,721
752,022
27,496
-
2,688,416
3,373,218
1,470,429
8,474
3,735
1,482,638
2,600
11,760
8,955
23,315
4,171,054
3,396,533
178,307
64,106
242,413
242,413
55,198
55,309
110,507
110,507
3,928,641
3,286,026
7,714,827
6,614,312
482,267
482,267
(4,268,453)
(3,810,553)
3,928,641
3,286,026
The accompanying notes form part of these financial statements.
15
STATEMENT OF CHANGES IN EQUITY
Ultima United Limited - Annual Report
For the year ended 30 June 2015
Issued
Capital
Option
Reserves
Accumulated
Losses
$
$
$
Total
$
Balance at 1 July 2013
Loss for the year
Other comprehensive income
Total comprehensive income for the year
6,614,312
482,267
(3,109,163)
3,987,416
-
-
-
-
-
-
(701,390)
(701,390)
-
-
(701,390)
(701,390)
Balance at 30 June 2014
6,614,312
482,267
(3,810,553)
3,286,026
Balance at 1 July 2014
Loss for the year
Other comprehensive income
Issue of share capital
Capital raising costs
Balance at 30 June 2015
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
6,614,312
482,267
(3,810,553)
3,286,026
-
-
-
1,226,422
(125,907)
-
-
-
-
-
(457,900)
(457,900)
-
-
(457,900)
(457,900)
-
-
1,226,422
(125,907)
7,714,827
482,267
(4,268,453)
3,928,641
The accompanying notes form part of these financial statements
16
STATEMENT OF CASH FLOWS
Cash flows from operating activities
Payments to suppliers and employees
Payments for exploration and evaluation
Interest and other income
Net cash used in operating activities
Cash flows from investing activities
Joint venture – property development
Payment for purchase of property
Payment for purchase of plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from the issue of shares, net of costs
Net cash provided by financing activities
Net decrease in cash and cash equivalents held
Cash and cash equivalents at beginning of financial year
Ultima United Limited - Annual Report
For the year ended 30 June 2015
Notes
30-Jun-15
30-Jun-14
$
$
(526,153)
(516,048)
(1,705)
(150,041)
77,091
134,078
20
(450,767)
(532,011)
(602,673)
(2,600)
(1,467,829)
(1,295)
-
-
(2,071,797)
(2,600)
1,100,515
1,100,515
-
-
(1,422,049)
(534,611)
3,345,722
3,880,333
Cash and cash equivalents at end of financial year
5
1,923,673
3,345,722
.
The accompanying notes form part of these financial statements
17
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards including Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board and the Corporations Act 2001. The Company is a for-profit entity for
financial reporting purposes under Australian Accounting Standards.
The financial report covers the Company of Ultima United Limited and has been prepared in Australian dollars. Ultima
United Limited is a listed public company, incorporated and domiciled in Australia.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
report containing relevant and reliable information about transactions, events and conditions to which they apply.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with
International Financial Reporting Standards.
The following is a summary of the material accounting policies adopted by the entity in the preparation of the financial
report. The accounting policies have been consistently applied, unless otherwise stated.
The financial report has been prepared on an accruals basis and is based on historical costs modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of
accounting has been applied.
(a) Critical Accounting Judgements, Estimates and Assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of
future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of certain assets and liabilities within the next annual reporting period are:
Share based payment transactions
The Company 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 by an internal valuation using
Black-Scholes option pricing model.
Impairment
The Company assesses impairment at the end of each reporting period by evaluating conditions and events specific
to the Company that may be indicative of impairment triggers. Recoverable amounts of relevant assets are
reassessed using value-in-use calculations which incorporate various key assumptions.
Environmental Issues
Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted
environmental legislation, and the directors understanding thereof. At the current stage of the Company’s
development and its current environmental impact the directors believe such treatment is reasonable and
appropriate.
Taxation
Balances disclosed in the financial statements and the notes thereto, related to taxation, and are based on the best
estimates of directors. These estimates take into account both the financial performance and position of the company
as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has
been made for pending or future taxation legislation. The current income tax position represents that directors’ best
estimate, pending an assessment by the Australian Taxation Office.
(b) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is
recognised:
Interest
Revenue is recognised as the interest accrues.
(c) Earnings Per Share
The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is
calculated by dividing the net profit or loss attributable to members for the reporting period, after excluding any costs
of servicing equity, by the weighted average number of ordinary shares of the Company, adjusted for any bonus
issue. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding.
18
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
(d) Impairment of Assets
At each reporting date the Company assesses whether there is any indication that an asset may be impaired. Where
an indication of impairment exists, the Company makes a formal estimate of recoverable amount. Where carrying
amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its
recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual
asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does
not generate cash inflows that are largely independent of those from other assets or Company assets, in which case,
the recoverable amount is determined for the cash-generating unit to which the asset belongs.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
(e) Income Tax
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences:
except where the deferred income tax liability arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither that accounting
profit or loss nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests
in joint ventures, except where the timing of the reversal of the temporary differences will not reverse in the
foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:
except where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit or loss nor taxable profit or loss; and
in respect of deductible temporary differences with investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences
will reverse in the foreseeable future and taxable profit will be available against which the temporary differences
can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax
asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date.
(f) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Tax Office (“ATO”). In these circumstances the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the
Statement of Financial Position are shown inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the
Statement of Financial Position.
Cash flows are included in the Statement of Cash Flows on a gross basis. The GST components of cash flows arising
from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating
cash flows.
19
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
(g) 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. Bank overdrafts are shown within
short-term borrowings in current liabilities on the Statement of Financial Position.
(h) Trade and Other Receivables
Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less
an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective
evidence that the Company will not be able to collect the debts. Bad debts are written off when identified.
Receivables from related parties are recognised and carried at the nominal amount due. Interest is taken up as
income on an accrual basis.
(i) Interest in Joint Venture (Equity Accounted Investee)
These are investments where the Company has joint control, established by contractual agreement and requiring
unanimous consent for strategic and operating decisions. Such investments are accounted for using the equity
method (Equity Accounted Investees) and are initially recognised at cost under AASB 11 Joint Arrangements. The
financial statements include the Company’s share of the income and expenses and equity movements of Equity
Accounted Investees, after adjustments to align the accounting policies with those of the Company, from the date that
the joint control commences until the date joint control ceases. When the Company’s share of losses exceeds its
interest in an Equity Accounted Investee, the carrying amount of that interest is reduced to nil and the recognition of
further losses is discontinued except to the extent that the Company has an obligation or has made payments on
behalf of the Equity Accounted Investee. Such investments are carried at the lower of the equity accounted amount
and the recoverable amount. Investments in joint ventures are treated as current assets where it is expected that the
investment will be realised within a twelve month time frame.
(j) Property held for development and resale
Property held for development and resale comprises land held for development, contract costs and other holding
costs incurred to date.
Costs include the cost of acquisition, development, interest on funds borrowed for the development and holding costs
until completion of the development. Interest and holding charges incurred after development are expensed. Profit is
recognised on an individual contract basis generally at settlement.
(k) Plant and Equipment
Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed
annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable
amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment
and subsequent disposal. The expected net cash flows have been discounted to their present values in determining
recoverable amounts.
Depreciation
The depreciable amount of plant and equipment is depreciated on a diminishing value basis over the asset’s useful
life to the Company commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Plant and equipment
Furniture and Fittings
Software
Depreciation Rate
33.00%
11.25%
33.00%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing
proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and Other
Comprehensive Income. When revalued assets are sold, amounts included in the revaluation reserve relating to that
asset are transferred to retained earnings.
(l) Trade and Other Payables
Liabilities for trade creditors and other amounts are carried at cost which is the fair value of consideration to be paid
in the future for goods and services received, whether or not billed to the Company.
Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as
an expense on an accrual basis.
20
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
(m) Issued Capital
Ordinary shares are classified as equity.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the
share proceeds received.
(n) Financial Instruments
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions
to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the
purchase or sale of the asset (ie trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is
classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss
immediately.
Classification and subsequent measurement
Financial instruments are subsequently measured at either of fair value, amortised cost using the effective interest
rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled,
between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine
fair value. In other circumstances, valuation techniques are adopted.
Amortised cost is calculated as:
(a)
(b)
(c)
the amount at which the financial asset or financial liability is measured at initial recognition;
less principal repayments;
plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised
and the maturity amount calculated using the effective interest method; and
less any reduction for impairment
(d)
The effective interest method is used to allocate interest income or interest expense over the relevant period and is
equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction
costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the
contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability.
Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential
recognition of an income or expense in profit or loss.
The Company does not designate any interests in subsidiaries, associates or joint venture entities as being subject to
the requirements of accounting standards specifically applicable to financial instruments.
(i) Financial assets at fair value through profit or loss
Financial assets are classified at ‘fair value through profit or loss’ when they are either held for trading for the
purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as
such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is
managed by key management personnel on a fair value basis in accordance with a documented risk
management or investment strategy. Such assets are subsequently measured at fair value with changes in
carrying value being included in profit or loss.
(ii) Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or
determinable payments, and it is the Company’s intention to hold these investments to maturity. They are
subsequently measured at amortised cost.
Held-to-maturity investments are included in non-current assets, except for those which are expected to mature
within 12 months after the end of the reporting period. (All other investments are classified as current assets.)
If during the period the Company sold or reclassified more than an insignificant amount of the held-to-maturity
investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified
as available-for-sale.
(iii) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified
into other categories of financial assets due to their nature, or they are designated as such by management.
They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or
determinable payments.
Available-for-sale financial assets are included in non-current assets, except for those which are expected to
mature within 12 months after the end of the reporting period. (All other financial assets are classified as current
assets).
21
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
(iv) Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised
cost.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to
determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar
instruments and option pricing models.
Impairment
At the end of each reporting period, the Company assesses whether there is objective evidence that a financial
instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the
value of the instrument is considered to determine whether a impairment has arisen. Impairment losses are
recognised in the statement of profit or loss and other comprehensive income.
De-recognition
Financial assets are de-recognised where the contractual rights to receipt of cash flows expires or the asset is
transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and
benefits associated with the asset. Financial liabilities are de-recognised where the related obligations are
discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or
transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or
liabilities assumed, is recognised in profit or loss.
Impairment of Assets
At each the end of each reporting period, the Company assesses whether there is any indication that an asset may
be impaired. The assessment will include the consideration of external and internal sources of information including
dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition
profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable
amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s
carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement
of comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
(o) Comparatives
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(p) Employee Benefits
Provision is made for the company’s liability for employee benefits arising from services rendered by employees to
balance date. Employee benefits that are expected to be settled within 1 year have been measured at the amounts
expected to be paid when the liability is settled. Employee benefits payable later than 1 year have been measured
at the present value of the estimated future cash outflows to be made for those benefits. Those cashflows are
discounted using market yields on national government bonds with terms to maturity that match the expected timing
of cashflows.
(q) New, revised or amending Accounting Standards and Interpretations adopted
The company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the company.
The following Accounting Standards and Interpretations are most relevant to the company:
AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial
Liabilities
The company has applied AASB 2012-3 from 1 July 2014. The amendments add application guidance to address
inconsistencies in the application of the offsetting criteria in AASB 132 'Financial Instruments: Presentation', by
clarifying the meaning of 'currently has a legally enforceable right of set-off'; and clarifies that some gross
settlement systems may be considered to be equivalent to net settlement.
22
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets
The company has applied AASB 2013-3 from 1 July 2014. The disclosure requirements of AASB 136 'Impairment
of Assets' have been enhanced to require additional information about the fair value measurement when the
recoverable amount of impaired assets is based on fair value less costs of disposals. Additionally, if measured
using a present value technique, the discount rate is required to be disclosed.
AASB 2014-1 Amendments to Australian Accounting Standards (Parts A to C)
The company has applied Parts A to C of AASB 2014-1 from 1 July 2014. These amendments affect the following
standards: AASB 2 'Share-based Payment': clarifies the definition of 'vesting condition' by separately defining a
'performance condition' and a 'service condition' and amends the definition of 'market condition'; AASB 3 'Business
Combinations': clarifies that contingent consideration in a business combination is subsequently measured at fair
value with changes in fair value recognised in profit or loss irrespective of whether the contingent consideration is
within the scope of AASB 9; AASB 8 'Operating Segments': amended to require disclosures of judgements made in
applying the aggregation criteria and clarifies that a reconciliation of the total reportable segment assets to the
entity's assets is required only if segment assets are reported regularly to the chief operating decision maker; AASB
13 'Fair Value Measurement': clarifies that the portfolio exemption applies to the valuation of contracts within the
scope of AASB 9 and AASB 139; AASB 116 'Property, Plant and Equipment' and AASB 138 'Intangible Assets':
clarifies that on revaluation, restatement of accumulated depreciation will not necessarily be in the same proportion
to the change in the gross carrying value of the asset; AASB 124 'Related Party Disclosures': extends the definition
of 'related party' to include a management entity that provides KMP services to the entity or its parent and requires
disclosure of the fees paid to the management entity; AASB 140 'Investment Property': clarifies that the acquisition
of an investment property may constitute a business combination.
(r) New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the company for the annual reporting period ended 30 June 2015. The
company's assessment of the impact of these new or amended Accounting Standards and Interpretations, most
relevant to the company, are set out below.
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces
all previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition
and Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial
asset shall be measured at amortised cost, if it is held within a business model whose objective is to hold assets in
order to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other
financial instrument assets are to be classified and measured at fair value through profit or loss unless the entity
makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not
held-for-trading) in other comprehensive income ('OCI'). For financial liabilities, the standard requires the portion of
the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an
accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the
accounting treatment with the risk management activities of the entity. New impairment requirements will use an
'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be measured under a 12-month ECL
method unless the credit risk on a financial instrument has increased significantly since initial recognition in which
case the lifetime ECL method is adopted. The standard introduces additional new disclosures. The company will
adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed by the company.
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on or after 1 January 2017. The standard provides
a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts
(either written, verbal or implied) to be identified, together with the separate performance obligations within the
contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the
transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each
distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue
when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than
adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of
the goods. For services, the performance obligation is satisfied when the service has been provided, typically for
promises to transfer services to customers. For performance obligations satisfied over time, an entity would select
an appropriate measure of progress to determine how much revenue should be recognised as the performance
obligation is satisfied. Contracts with customers will be presented in an entity's statement of financial position as a
contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance
and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to
understand the contracts with customers; the significant judgments made in applying the guidance to those
contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The company will
adopt this standard from 1 July 2017 but the impact of its adoption is yet to be assessed by the company.
The financial report was authorised for issue on 20th day of August 2015 by the board of directors.
23
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2: LOSS FOR THE YEAR
Loss before income tax has been determined after following specific expenses:
Employee benefits expense
- Salaries and entitlements
- Long service leave
Net Gain / (Loss) on financial assets held at fair value
Impairment capitalised exploration expenditure
NOTE 3: AUDITORS’ REMUNERATION
Remuneration of the auditor for:
- Auditing or reviewing the financial report
- Preparation of independent expert's report
- Other professional services
NOTE 4: INCOME TAX EXPENSE
(a) The components of tax expense comprise:
Current tax
Deferred tax
30-Jun-15
30-Jun-14
$
$
334,665
320,251
2,812
19,559
337,477
339,810
3,286
(1,210)
1,705
261,007
30-Jun-15
30-Jun-14
$
$
16,157
10,450
6,514
33,121
16,550
9,200
6,294
32,044
30-Jun-15
30-Jun-14
$
$
-
-
-
-
-
-
(b) The prima facie tax benefit on loss from ordinary activities before income
tax is reconciled to the income tax as follows:
Prima facie tax benefit on loss from ordinary activities before income tax at 30%
(2014: 30%)
(137,369)
(210,417)
Add tax effect of:
- Revenue losses not recognised
- Capital losses not recognised
- Other deferred tax balances not recognised
Less tax effect of:
- Other deferred tax balances not recognised
Income tax expense
136,779
207,935
15,000
-
14,410
14,410
-
-
2,482
-
-
-
24
NOTES TO THE FINANCIAL STATEMENTS
(c) Deferred tax recognised:
Deferred tax liabilities:
Property development – Interest in Joint Venture
Property development
Other
Deferred tax assets:
Carry forward revenue losses
Net deferred tax
(d) Unrecognised deferred tax assets:
Carry forward revenue losses
Carry forward capital losses
Financial assets
Capital raising costs
Provision and accruals
Other
Ultima United Limited - Annual Report
For the year ended 30 June 2015
30-Jun-15
30-Jun-14
$
$
(1,110)
(555)
(1,003)
-
-
(2,714)
2,668
2,714
-
-
1,084,842
948,063
15,000
-
104,310
118,325
33,022
24,489
1,366
480
19,592
1,428
1,263,029
1,087,888
The tax benefits of the above deferred tax assets will only be obtained if:
(a)
the Company derives future assessable income of a nature and of an amount sufficient to enable the benefits to
be utilised;
(b)
the Company continues to comply with the conditions for deductibility imposed by law; and
(c) no changes in income tax legislation adversely affect the Company in utilising the benefits.
NOTE 5: CASH AND CASH EQUIVALENTS
Current
Cash at Bank
NOTE 6: TRADE AND OTHER RECEIVABLES
Current
GST Receivable
Accrued interest
Other Debtors
Prepayments
30-Jun-15
30-Jun-14
$
$
1,923,673
3,345,722
30-Jun-15
30-Jun-14
$
$
4,871
3,068
-
4,782
12,721
7,550
8,663
119
11,164
27,496
25
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7: INTERESTS IN JOINT VENTURE
On 29 November 2013, the Company received shareholder approval to enter into a Joint Venture and Profit Sharing
Agreement between S & A Holding (Aust) Pty Ltd (“S & A Holding”) and the Company to develop the property at 295
Canning Highway, Como (“Como Property”). Mr Simon Yan, the managing director of the Company, is a director and
shareholder of S & A Holding.
Under the terms of the agreement, S & A Holding and the Company formed an unincorporated joint venture for the
purpose of sharing profits from the completion of the Como Property development. Council approval for the
development was received on 10 July 2014 with the construction commencing thereafter.
At 30 June 2015, the Company had incurred total minimum expenditure to earn the following interest in the JV profits:
(a) S & A Holding – 50%; and
(b) the Company – 50%.
Each party must now contribute to expenditure made or incurred in respect of the Como Property development in
proportion to their interest in the profits or the Joint Venture (i.e. 50/50).
Under the JV Agreement, the liability of the parties in each case is several in proportion to their respective interests in
the profits of the Joint Venture and shall not be either joint or joint and several.
In accordance with AASB11, this interest is Equity Accounted and information about this Joint Venture is presented
below:
Place of
Business /
Name
Incorporation Classification
Interest in Como Joint
Venture Property
Development
Perth,
Australia
Joint
Venture
Proportion
of Interests
Measurement
Method
Carrying
Amount
2015
%
2014
%
50
-
2015
$
2014
$
752,022
2,600
Equity
Method
Set out below is the summarised financial information for the Joint Venture. Unless otherwise stated, the disclosed
information reflects the amounts presented in the Australian Accounting Standards financial statements of the Joint
Venture. The following summarised financial information, however, reflects the adjustments made by the Company
when applying the equity method. This Joint Venture has the same financial year end as the Company.
Summarised Financial Position
Current assets
Non-current assets
Current liabilities
Non-current liabilities
NET ASSETS
Company’s Share
Company’s Share of joint venture’s net assets
Como Property
Development Joint Venture
30-Jun-15
30-Jun-14
$
$
1,508,903
-
(4,859)
-
1,504,044
50%
752,022
-
-
-
-
-
-
-
26
NOTES TO THE FINANCIAL STATEMENTS
Ultima United Limited - Annual Report
For the year ended 30 June 2015
Summarised Financial Performance
Income
Expenses
Income tax expense
Net profit / (loss) after tax
Company’s Share
Company’s Share of joint venture’s net profit/(loss) after tax
Reconciliation to Carrying Amounts
Company’s share of joint venture’s opening net assets
Investments during the year
Company’s share of joint venture’s net profit/(loss) after tax
Closing carrying amount of investment in joint venture
NOTE 8: PROPERTY DEVELOPMENT
Costs carried forward in respect of properties of interest in:
At the beginning of the financial year
Movement during the year
Sub-total
Less:
Como Property
Development Joint Venture
30-Jun-14
30-Jun-15
$
$
-
-
-
-
50%
-
-
-
-
-
-
-
2,600
749,422
-
752,022
-
2,600
-
2,600
30-Jun-15
30-Jun-14
$
$
2,600
2,219,851
2,222,451
-
2,600
2,600
Property development (Interest in Joint Venture) expected to be completed /
realized within 12 months – classified as current
Non-current balance at reporting date
(752,022)
1,470,429
-
2,600
NOTE 9: FINANCIAL ASSETS
Non-Current
Listed Shares at fair value
Total Financial assets at fair value through profit or loss
30-Jun-15
30-Jun-14
$
$
8,474
8,474
11,760
11,760
27
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
NOTE 10: PLANT AND EQUIPMENT
Plant and equipment at cost
Accumulated depreciation
Movements in carrying amounts
Plant and Equipment
Balance at beginning of the year
Additions
Depreciation expense
At reporting date
NOTE 11: TRADE AND OTHER PAYABLES
Trade creditors
Other creditors and accruals
Trade creditors are non-interest bearing and are normally settled on 30 day terms.
NOTE 12: PROVISIONS
Employee benefits
Long service leave
30-Jun-15
30-Jun-14
$
$
28,208
26,913
(24,473)
(17,958)
3,735
8,955
8,955
1,295
(6,515)
3,735
15,307
-
(6,352)
8,955
30-Jun-15
30-Jun-14
$
$
10,657
167,650
178,307
2,102
53,096
55,198
30-Jun-15
30-Jun-14
$
$
41,735
22,371
64,106
35,750
19,559
55,309
28
NOTES TO THE FINANCIAL STATEMENTS
NOTE 13: ISSUED CAPITAL
Ultima United Limited - Annual Report
For the year ended 30 June 2015
30-Jun-15
30-Jun-14
$
$
25,500,652 (30 June 2014: 43,041,108) fully paid ordinary shares of no par value
7,714,827
6,614,312
(a) Movements in fully paid ordinary shares on issue:
Share consolidation
Shares issued under the Prospectus
Capital raising costs
At reporting date
30-Jun-15
30-Jun-14
$
Number
$
Number
6,614,312
43,041,108
6,614,312
43,041,108
-
(23,672,565)
1,226,422
6,132,109
(125,907)
-
-
-
-
-
-
-
7,714,827
25,500,652
6,614,312
43,041,108
(b) Terms of Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number
of shares held and in proportion to the amount paid up on the shares held.
At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up amount of the share
when a poll is called, otherwise each shareholder has one vote on a show of hands.
(c) Capital risk management
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that
it may continue to provide returns for shareholders and benefits for other stakeholders.
Given the former nature of the Company’s activities in mineral exploration, it does not have ready access to credit
facilities, with the primary source of funding being equity raisings. Accordingly, the objective of the Company’s capital
risk management was to balance its working capital position against the requirements of the Company to meet
exploration programmes and overheads. This was achieved by maintaining appropriate liquidity to meet anticipated
operating requirements, with a view to initiating appropriate capital raisings as required. With the Company changing
its principal activities to property development, the Company’s capital risk management remains largely unchanged
by maintaining appropriate liquidity to meet anticipated development costs in conjunction with obtaining credit
facilities and through sales of properties development.
The working capital position of the Company at 30 June 2015 and 30 June 2014 are as follows:
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through Profit and Loss
Trade and other payables
Provisions
Working capital position
2015
$
2014
$
1,923,673
3,345,722
12,721
8,474
(178,307)
(64,106)
27,496
11,760
(55,198)
(55,309)
1,702,455
3,274,471
29
NOTES TO THE FINANCIAL STATEMENTS
NOTE 14: RESERVES
Option Reserve
Movements in options on issue:
At the beginning of the year
Options expired
At reporting date
Ultima United Limited - Annual Report
For the year ended 30 June 2015
30-Jun-15
30-Jun-14
$
$
482,267
482,267
30-Jun-15
30-Jun-14
$
Number
$
Number
482,267
-
482,267
-
-
-
482,267
6,500,000
-
(6,500,000)
482,267
-
Terms of Options
In the previous financial year, 6,500,000 options over unissued shares exercisable at $0.1415 expired on 30 April
2014.
NOTE 15: ACCUMULATED LOSSES
Balance at beginning of the year
Net loss attributable to members
At reporting date
30-Jun-15
30-Jun-14
$
$
(3,810,553)
(3,109,163)
(457,900)
(701,390)
(4,268,453)
(3,810,553)
NOTE 16: KEY MANAGEMENT PERSONNEL DISCLOSURES
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to
each member of the Company’s key management personnel (‘KMP’) for the year ended 30 June 2015.
Compensation of key management personnel by individual
Compensation details of key management personnel have been disclosed in the Directors’ Report. The totals of
remuneration paid to key management personnel of the Company during the year are as follows:
Salary and fees
Superannuation
Long service leave
30-Jun-15
30-Jun-14
$
$
300,000
330,000
28,125
2,812
27,750
19,559
330,937
377,309
Short-term employee benefits
These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as all
salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP.
Post-employment benefits
These amounts are the current-year’s estimated cost of providing for the Company’s defined benefits scheme post-
retirement, superannuation contributions made during the year and post-employment life insurance benefits.
30
NOTES TO THE FINANCIAL STATEMENTS
NOTE 17: RELATED PARTY DISCLOSURE
Key management personnel
Disclosures relating to key management personnel are set out in the Directors’ Report.
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTE 18: FINANCIAL INSTRUMENTS
(i) FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s principal financial instruments comprise cash and short term deposits. The main purpose of the
financial instruments is to earn the maximum amount of interest at a low risk to the Company. The Company also has
other financial instruments such as trade debtors and creditors which arise directly from its operations. For the year
under review, it has been the Company’s policy not to trade in financial instruments.
The directors’ overall risk management strategy seeks to assist the Company in meeting its financial targets, whilst
minimising potential adverse effects on financial performance.
Risk management policies are approved and reviewed by the Board of Directors on a regular basis. These include
the credit risk policies and future cash flow requirements.
Financial Risk Exposures and Management
The main risks arising from the Company’s financial instruments are interest rate risk and credit risk. The board
reviews and agrees policies for managing each of these risks and they are summarised below:
(a) Foreign Currency Risk
The Company is not exposed to fluctuations in foreign currencies.
(b)
Interest Rate Risk
The Company is exposed to movements in market interest rates on short term deposits. The policy is to
monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of
cash assets and the interest rate return. The Company does not currently have short or long term debt, and
therefore this risk is minimal.
(c) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Company. The Company has adopted the policy of only dealing with credit worthy counterparties
and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of
financial loss from defaults.
The Company does not have any significant credit risk exposure to any single counterparty or any Company
of counterparties having similar characteristics. The carrying amount of financial assets recorded in the
financial statements, net of any provisions for losses, represents the Company’s maximum exposure to credit
risk.
(d) Liquidity Risk
The Company manages liquidity risk by monitoring forecast cash flows. The Company does not have any
significant liquidity risk as the Company does not currently have any collateral debts.
(e) Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.
31
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
(ii) FINANCIAL INSTRUMENT COMPOSITION AND MATURITY ANALYSIS
The table below reflects the undiscounted contractual settlement terms for financial instruments of a fixed period of
maturity, as well as management’s expectations of the settlement period for all other financial instruments. As such,
the amounts might not reconcile to the Statement of Financial Position.
2015
Fixed interest maturing in
Floating
interest
rate
$
1 year or
less
$
over 1
year less
than 5
$
more
than 5
years
$
Non-
Interest
bearing
$
Total
$
Financial Assets
Cash and cash equivalents
123,673
1,800,000
Trade and other receivables
Financial asset at fair value through
profit or loss
-
-
-
-
123,673
1,800,000
Weighted Average Interest Rate
1.48%
2.22%
Financial Liabilities
Trade and other creditors
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,923,673
12,721
12,721
8,474
8,474
21,195
1,944,868
-
-
178,307
178,307
178,307
178,307
2014
Fixed interest maturing in
Floating
interest
rate
$
1 year or
less
$
over 1
year less
than 5
$
more
than 5
years
$
Non-
Interest
bearing
$
Total
$
Financial Assets
Cash at bank
Trade & other receivables
Financial asset at fair value through
profit or loss
345,722
3,000,000
-
-
-
-
345,722
3,000,000
Weighted Average Interest Rate
2.27%
3.40%
Financial Liabilities
Trade and other creditors
-
-
-
-
Trade and sundry payables are expected to be paid as follows:
Less than 6 months
-
-
-
-
-
-
-
-
-
-
-
-
-
3,345,722
27,496
11,760
27,496
11,760
39,256
3,384,978
55,198
55,198
55,198
55,198
2015
$
2014
$
178,307
178,307
55,198
55,198
32
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
(iii) FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The carrying amount of cash and cash equivalents approximates fair value because of their short-term maturity.
Listed investments have been valued at the quoted market bid price at balance date, adjusted for transaction costs
expected to be incurred. For unlisted investments where there is no organised financial market, the net fair value has
been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment.
Fair value of financial assets:
Bannerman Resources Limited
2015
$
2014
$
8,474
8,474
11,760
11,760
INTEREST RATE SENSITIVITY ANALYSIS
(iv)
At 30 June 2015, the effect on loss and equity as a result of changes in the interest rate, with all other variable
remaining constant would be as follows:
CHANGE IN PROFIT/(LOSS)
Increase in interest rate by 2%
Decrease in interest rate by 2%
CHANGE IN EQUITY
Increase in interest rate by 2%
Decrease in interest rate by 2%
2015
$
2014
$
2,882
(2,882)
5,096
(5,096)
2015
$
2014
$
2,882
(2,882)
5,096
(5,096)
The above interest rate sensitivity analysis has been performed on the assumption that all other variables remain
unchanged.
(v) PRICE SENSITIVITY ANALYSIS
Management believes the estimated fair values resulting from the valuation of listed investments and recorded in the
statement of financial position and the related changes in fair values recorded in the statement of comprehensive
income are reasonable and the most appropriate at Statement of Financial Position date. At 30 June 2015, the effect
on loss as a result of changes in the share price of listed investment, with all other variables remaining constant
would be as follows:
CHANGE IN PROFIT/(LOSS)
Increase in fair value of investment by 10%
Decrease in fair value of investment by 10%
2015
$
2014
$
847
(847)
1,176
(1,176)
2015
Financial assets:
Level 1
Level 2
Level 3
Total
$
$
$
$
Financial assets at fair value through profit or loss:
—
listed investments
— unlisted investments
8,474
-
8,474
-
-
-
-
-
-
8,474
-
8,474
33
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
2014
Financial assets:
Level 1
Level 2
Level 3
$
$
$
Total
$
Financial assets at fair value through profit or loss:
—
listed investments
— unlisted investments
11,760
-
11,760
-
-
-
-
-
-
11,760
-
11,760
Included within Level 1 of the hierarchy are listed investments. The fair values of these financial assets have been
based on the closing quoted bid prices at reporting date, excluding transaction costs.
In valuing unlisted investments, included in Level 2 of the hierarchy, valuation techniques such as those using
comparisons to similar investments for which market observable prices are available have been adopted to determine
the fair values of these investments.
Derivative instruments are included in Level 3 of the hierarchy with the fair values being determined using valuation
techniques incorporating observable market data relevant to the hedged position.
NOTE 19: EARNINGS PER SHARE
2015
$
2014
$
(a) Loss used in the calculation of basic earnings per share
(457,900)
(701,390)
(b) Weighted average number of ordinary shares outstanding during the
financial year used in calculation of basic earnings per share
29,074,372
43,041,108
Number of
shares
Number of
shares
NOTE 20: CASH FLOW INFORMATION
(i) Reconciliation of cash and cash equivalent:
Cash at Bank
2015
$
2014
$
1,923,673
3,345,722
(ii) Reconciliation of cash flows from operating activities with loss after income tax
Loss after income tax
Depreciation expense
Revaluation - financial assets at fair value
Impairment capitalised exploration expenditure
Cash flows not included in loss after income tax for the year
- Payments for exploration and evaluation
Changes in assets and liabilities:
- (Increase)/ Decrease in trade and other receivables
- (Decrease)/ Increase in trade and other payables
- (Decrease)/ Increase in provisions
Net cash used in operating activities
(457,900)
(701,390)
6,515
3,286
-
6,352
(1,210)
261,007
-
(148,674)
14,775
(26,240)
8,797
7,482
33,045
11,377
(450,767)
(532,011)
(iii) Non-cash financing and investing activities
No non-cash financing and investing activities have occurred during the year ended 30 June 2015.
34
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
NOTE 21: OPERATING SEGMENTS
Segment Information
Identification of reportable segments
The Company has identified its operating segments based on the internal reports that are reviewed and used by the
Board of Directors in assessing performance and determining the allocation of resources.
In the previous financial year the Company was managed primarily on the basis of its uranium exploration and
corporate activities. Operating segments were therefore determined on the same basis.
During the current financial year the Board made the decision to a shift its activities from resource exploration, in an
effort to increase shareholder value. The Company is now managed primarily on the basis of property development
and corporate activities.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to
have similar economic characteristics.
Types of reportable segments
(i)
Property Development
Segment assets, including acquisition cost of property development and all expenses related to the property
are reported on in this segment.
(ii)
Uranium exploration
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in
Australia are reported on in this segment.
(iii)
Corporate
Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX listed entity.
Segment assets, including cash and cash equivalents, and investments in financial assets are reported in this
segment.
Basis of accounting for purposes of reporting by operating segments
Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to
operating segments are determined in accordance with accounting policies that are consistent to those adopted in the
annual financial statements of the Company.
Segment assets
Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of
economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of
their nature and physical location.
Unless indicated otherwise in the segment assets note, deferred tax assets and intangible assets have not been
allocated to operating segments.
35
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
Segment liabilities
Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the
operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole
and are not allocated. Segment liabilities include trade and other payables.
The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not
considered part of the core operations of any segment:
•
•
•
•
•
•
net gains on disposal of available-for-sale investments;
impairment of assets and other non-recurring items of revenue or expense;
income tax expense;
deferred tax assets and liabilities;
intangible assets; and
discontinuing operations.
Comparative information
Comparative information has been stated to conform to the requirements of the Standard.
(i) Segment performance
Year ended 30.06.2015
Revenue
Interest revenue
Total segment revenue
Corporate
$
Property
Development Exploration
$
$
Total
$
71,496
71,496
-
-
-
-
-
-
71,496
71,496
-
-
(6,515)
(3,286)
Reconciliation of segment result to company net (loss) before tax
Amounts not included in segment result but reviewed by the Board:
•
•
Depreciation
Net Gain/(Loss) on financial assets held at fair value
(6,515)
(3,286)
Unallocated items:
•
Other
(517,890)
-
(1,705)
(519,595)
Net loss before tax from continuing operations
(457,900)
Year ended 30.06.2014
Revenue
Interest revenue
Total segment revenue
129,744
129,744
Reconciliation of segment result to company net (loss) before tax
Amounts not included in segment result but reviewed by the Board:
•
•
Depreciation
(6,352)
Net Gain/(Loss) on financial assets held at fair value
1,210
-
-
-
-
-
-
129,744
129,744
-
-
(6,352)
1,210
Unallocated items:
•
Other
(564,985)
-
(261,007)
(825,992)
Net loss before tax from continuing operations
(701,390)
36
NOTES TO THE FINANCIAL STATEMENTS
(ii) Segment assets
As at 30.06.2015
Segment assets
Segment asset increases for the year:
•
Capitalised expenditure
Reconciliation of segment assets to total assets
Inter-segment eliminations
Unallocated assets:
•
Other assets
Total assets from continuing operations
As at 30.06.2014
Segment assets
Segment asset increases for the year:
•
Capitalised expenditure
Reconciliation of segment assets to total assets
Inter-segment eliminations
Unallocated assets:
•
Other assets
Total assets from continuing operations
(iii) Segment liabilities
As at 30.06.2015
Segment liabilities
Reconciliation of segment liabilities to liabilities
Inter-segment eliminations
Unallocated liabilities:
•
Other liabilities
Total liabilities from continuing operations
As at 30.06.2014
Segment liabilities
Reconciliation of segment liabilities to liabilities
Inter-segment eliminations
Unallocated liabilities:
•
Other liabilities
Total liabilities from continuing operations
Ultima United Limited - Annual Report
For the year ended 30 June 2015
Corporate
$
Property
Development Exploration
$
$
Total
$
1,932,147
2,222,451
-
4,154,598
-
16,456
-
-
3,357,482
2,600
-
36,451
-
-
-
-
-
16,456
4,171,054
-
-
3,360,082
-
-
36,451
3,396,533
Corporate
$
Property
Development Exploration
$
$
Total
$
178,307
64,106
55,198
55,309
-
-
-
-
-
178,307
-
64,106
242,413
-
55,198
-
55,309
110,507
(iv) Revenue by geographical region
There is no revenue attributable to external customers for the years ended 30 June 2015 and 2014.
(v) Assets by geographical region
All reportable segment assets are located in one location, Australia.
37
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
NOTE 22: JOINT VENTURE AND PROFIT SHARING - PROPERTY DEVELOPMENT
On 29 November 2013, the Company received shareholder approval to enter into a Joint Venture and Profit Sharing
Agreement (Agreement) between S & A Holding (Aust) Pty Ltd (S & A Holding) and the Company. Summary of the
terms of the Agreement is as follows:
S & A Holding and the Company shall form an unincorporated joint venture forthwith upon this Agreement becoming
unconditional (Commencement Date) for the purpose of sharing profits from the completion of a turnkey development
of 3 double storey townhouses on the Property on the commercial terms set out in this Agreement and otherwise on
terms and conditions acceptable to both parties (Joint Venture). Under the terms of the Agreement, the
commencement date is subject to and conditional upon a number of conditions, including Council approval for the
development. As announced by the Company, Council approval was received on 10 July 2014, the deemed
Commencement Date.
The parties acknowledge that S & A Holding’s initial cost in the Joint Venture will be the use of the Property (including
all development costs incurred in respect of the Property prior to execution of building agreement with Chessington
Homes, (an unrelated Perth home builder) which is valued at $650,000.
On the Commencement Date (and prior to the Company incurring any expenditure on the Joint Venture), the initial
interests of the parties in the profits of the Joint Venture will be:
(a) S & A Holding – 100%; and
(b) Ultima United Limited – 0%.
Subject to the commencement of the Joint Venture, the Company will have the right to earn an undivided interest in
the profits of the Joint Venture from S & A Holding up to a maximum of a 50% interest by incurring total expenditure
of $650,000 in connection with the development of the Property.
Upon the date the Company incurs total expenditure of $650,000, the interests of the parties in the profits of the Joint
Venture will be:
(a) S & A Holding – 50%; and
(b) Ultima United Limited – 50%.
The parties agree that from the Commencement Date until the date the Company earns a 50% interest in the profits
of the Joint Venture, the Company shall be solely responsible for all expenditure in respect of the development of the
Property (Sole Funding Period).
Upon the expiry of the Sole Funding Period, each party must contribute to expenditure made or incurred in respect of
the development of the Property in proportion to their then interest in the profits or the Joint Venture (i.e. 50/50).
Subject to the expenditure obligations of the Company during the Sole Funding Period under this Agreement, the
liability of the parties in each case is several in proportion to their respective interests in the profits of the Joint
Venture and shall not be either joint or joint and several.
NOTE 23: EVENTS SUBSEQUENT TO REPORTING DATE
On 9 May 2015, the Company entered into a Contract for Sale to acquire the properties located at 19 & 21 Tate
Street, Bentley for total consideration of $1.35 million (excluding applicable stamp duty), which included payment of a
$50,000 ($25,000 per property) deposit on signing of the Contract of Sale. On 5 August 2015 the Company
completed settlement of the properties located at 19 & 21 Tate Street, Bentley in accordance with the Contract of
Sale, of which $945,000 of the acquisition price was financed through a variable rate bank loan, with an interest only
payment period of 12 months before the loan converts to an interest and principal component.
The directors are not aware of any other matters or circumstances that have arisen since the end of the financial year
which significantly affected or may significantly affect the operations of the Company, the results of those operations,
or the state of affairs of the Company in future financial years.
NOTE 24. CONTINGENT LIABILITIES
In the opinion of the directors there were no contingent liabilities at 30 June 2015, and the interval between 30 June
2015 and the date of this report.
38
Ultima United Limited - Annual Report
For the year ended 30 June 2015
NOTES TO THE FINANCIAL STATEMENTS
NOTE 25: COMMITMENTS
(a) Lease expenditure commitments
There is one operating lease being a rental lease for the Company’s premises. The current amount payable is
$3,372.60 plus GST per month exclusive of variable outgoings, with the rental lease expiring on 30 April 2017,
and the option to extend for a further 3 years.
6 months
$
12 months
$
18 months
$
Total
$
Rental lease for the Company's premises
20,235
20,235
20,235
20,235
20,235
20,235
60,705
60,705
(b) Capital commitments – 295 Canning Highway, Como
At 30 June 2015 the Company’s outstanding capital commitment to the 50% joint venture with S & A Holding is
$196,514 as detailed in the table below. In July 2015, the Company made further progress payments of $142,047,
bringing its current capital commitments to $54,467.
6 months
$
12 months
$
18 months
$
Total
$
Ultima United's 50% interest
196,514
196,514
-
-
-
-
196,514
196,514
(c) Capital commitments – 19 & 21 Tate Street, Bentley
The Company’s outstanding capital commitment to acquire the properties at 19 and 21 Tate Street, Bentley
amounted to $1.3 million as at 30 June 2015. As detailed in Note 23, settlement occurred on 5 August 2015.
6 months
$
12 months
$
18 months
$
Total
$
Acquisition of properties
1,300,000
1,300,000
-
-
-
-
1,300,000
1,300,000
39
DIRECTORS' DECLARATION
1.
The directors of the company declare that:
Ultima United Limited - Annual Report
For the year ended 30 June 2015
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001
including:
i.
giving a true and fair view of the entity’s financial position as at 30 June 2015 and of its
performance for the year then ended; and
complying with Australian Accounting Standards, the Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements.
ii.
b.
there are reasonable grounds to believe that the company will be able to pay its debts as and when
they become due and payable.
c. the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
2.
This declaration has been made after receiving the declarations required to be made to the directors in
accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2015.
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:
George Lazarou
Executive Director
Dated this 20th day of August 2015
40
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ULTIMA UNITED LIMITED
Level 3, 12 St Georges Terrace
Perth WA 6000
PO Box 5785, St Georges Terrace
WA 6831
T +61 (0)8 9225 5355
F +61 (0)8 9225 6181
www.moorestephens.com.au
Report on the Financial Report
We have audited the accompanying financial report of Ultima United Limited, which comprises the statement of
financial position as at 30 June 2015, the statement of profit or loss and other comprehensive income, the statement
of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of
significant accounting policies and other explanatory information and the directors’ declaration.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view
in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as
the directors determine is necessary to enable the preparation of the financial report that is free from material
misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting
Standard AASB 101: Presentation of Financial Statements, that the financial statements comply with International
Financial Reporting Standards (IFRS).
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether
the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control.
An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We
confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of Ultima United Limited, would be in the same terms if provided to the directors as at the time of this
auditor’s report.
Liability limited by a scheme approved under Professional Standards Legislation. Moore Stephens ABN 16 874 357 907. An independent
member of Moore Stephens International Limited - members in principal cities throughout the world. The Perth Moore Stephens firm is not a
partner or agent of any other Moore Stephens firm.
41
Auditor’s Opinion
In our opinion:
a.
the financial report of Ultima United Limited is in accordance with the Corporations Act 2001, including:
i.
giving a true and fair view of the Company’s financial position as at 30 June 2015 and of its
performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations 2001; and
ii.
b.
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the remuneration report as included in the Directors’ Report for the year ended 30 June 2015. The
directors of the company are responsible for the preparation and presentation of the remuneration report in
accordance with s 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.
Auditor’s Opinion
In our opinion the remuneration report of Ultima United Limited for the year ended 30 June 2015 complies with s
300A of the Corporations Act 2001.
Suan-Lee Tan
Partner
Moore Stephens
Chartered Accountants
Dated this 20th day of August 2015
Liability limited by a scheme approved under Professional Standards Legislation. Moore Stephens ABN 16 874 357 907. An independent
member of Moore Stephens International Limited - members in principal cities throughout the world. The Perth Moore Stephens firm is not a
partner or agent of any other Moore Stephens firm.
42
CORPORATE GOVERNANCE
Ultima United Limited - Annual Report
For the year ended 30 June 2015
the ASX Corporate Governance Council
This Corporate Governance summary discloses the extent to which the Company will follow the recommendations set
by
its publication Corporate Governance Principles and
Recommendations (3rd Edition) (Recommendations). The Recommendations are not mandatory, however the
Recommendations that will not be followed have been identified and reasons have been provided for not following
them.
in
The Company’s Corporate Governance Plan has been posted on
www.ultimaunited.com.au.
the Company’s website at
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a
charter which sets out the respective roles and
responsibilities of the board, the chair and
management; and includes a description of
those matters expressly reserved to the board
and those delegated to management.
YES
YES
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before
appointing a person, or putting forward to
security holders a candidate for election, as
a director; and
(b) provide security holders with all material
to a decision on
information relevant
whether or not to elect or re-elect a
director.
Recommendation 1.3
A listed entity should have a written agreement
with each director and senior executive setting
out the terms of their appointment.
YES
Recommendation 1.4
The company secretary of a listed entity should
be accountable directly to the board, through
the chair, on all matters to do with the proper
functioning of the board.
YES
The Company has adopted a Board Charter.
The Board Charter sets out
the specific
responsibilities of the Board, requirements as to the
Boards composition, the roles and responsibilities of
the Chairman and Company Secretary,
the
establishment, operation and management of Board
Committees, Directors access to company records
and information, details of the Board’s relationship
the Board’s
with management, details of
performance review and details of the Board’s
disclosure policy.
A copy of the Company’s Board Charter is available
on the Company’s website.
(a) The Company has detailed guidelines for the
appointment and selection of the Board. The
Nomination Committee Charter requires the
Committee, and in this case the board as no
Committee currently exists due to the size of
the Company, to undertake appropriate checks
before appointing a person, or putting forward
to security holders a candidate for election, as a
director.
(b) All material information relevant to a decision on
whether or not to elect or re-elect a Director will
be provided to security holders in a Notice of
Meeting pursuant to which the resolution to
elect or re-elect a Director will be voted on.
The Nomination Committee Charter requires the
Committee, and in this case the board, as no
Committee currently exists due to the size of the
Company, to ensure that each director and senior
executive is a party to a written agreement with the
Company which sets out the terms of that Director’s
or senior executive’s appointment.
The Company has entered into Executive Service
Agreements with senior executives and Letters of
Appointment with each Non-Executive Director.
The Board Charter outlines the roles, responsibility
and accountability of the Company Secretary. The
Company Secretary is accountable directly to the
board, through the chair, on all matters to do with
the proper functioning of the Board.
43
CORPORATE GOVERNANCE
Recommendation 1.5
A listed entity should:
(a) have a diversity policy which includes
YES
requirements for the board:
(i)
to set measurable objectives
achieving gender diversity; and
for
(ii) to assess annually both the objectives
and the entity’s progress in achieving
them;
(b) disclose that policy or a summary or it; and
(c) disclose as at the end of each reporting
period:
(i) the measurable
objectives
for
achieving gender diversity set by the
board in accordance with the entity’s
diversity policy and
its progress
towards achieving them; and
(ii) either:
(A)
the respective proportions of men
and women on the board, in
senior executive positions and
the whole organisation
across
the entity has
(including how
for
defined
these purposes); or
“Gender Equality
the entity’s
Indicators”, as defined
the
Workplace Gender Equality Act
2012.
“senior executive”
in
(B)
Recommendation 1.6
A listed entity should:
(a) have and disclose a process
for
periodically evaluating the performance of
the board, its committees and individual
directors; and
YES
Ultima United Limited - Annual Report
For the year ended 30 June 2015
(a) The Company has adopted a Diversity Policy
(i) The Diversity Policy provides a framework
for the Company to achieve a list of
measurable objectives
that encompass
gender equality.
(ii) The Diversity Policy provides
the
monitoring and evaluation of the scope and
currency of
the Diversity Policy. The
company is responsible for implementing,
monitoring
the
measurable objectives.
reporting
and
for
on
(b) The Diversity Policy
company website.
is available on
the
(c)
(i) The measurable objectives set by the
board will be included in the annual key
performance indicators for the CEO, MD
and senior executives. In addition the
board will review progress against the
objectives
its annual performance
in
assessment.
(ii)
(A) The board will include in the annual
report each year, the measurable
objectives, progress against
the
objectives, and the proportion of male
and female employees in the whole
organisation, at senior management
level and at Board Level. There are
female employees at senior
no
management or
the whole
in
organisation.
(a) As
the Board only consists of
four (4)
members, the Company does not have a
Nomination Committee because it would not
be a more efficient mechanism than the full
Board for focusing the Company on specific
issues. The responsibilities of the Nomination
Committee are currently carried out by the
board and evaluating the performance of the
Board, any
individual
directors on an annual basis. The Board may
do so with the aid of an independent advisor.
The process for this can be found in Schedule
6 of the Company’s Corporate Governance
Plan.
committees and
(b) disclose
in relation
to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
(b) The Company has established the Nomination
Committee Charter, which requires disclosure
as to whether or not performance evaluations
were conducted during the relevant reporting
period.
44
CORPORATE GOVERNANCE
Recommendation 1.7
A listed entity should:
YES
(a) have and disclose a process
for
periodically evaluating the performance of
its senior executives; and
(b) disclose
in relation
to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
Ultima United Limited - Annual Report
For the year ended 30 June 2015
(a) As
for focusing
the Board only consists of
four (4)
members, the Company does not have a
Remuneration Committee because it would
not be a more efficient mechanism than the
the Company on
full Board
specific issues. The responsibilities of the
Remuneration Committee are currently carried
out by the board, which includes evaluating
the performance of senior executives. The
Board is to arrange an annual performance
evaluation of the senior executives, and may
do so with the aid of an independent advisor.
(b) The
Company
established
the
has
Remuneration Committee Charter, which
requires an annual performance of the senior
executives.
“Performance
Evaluation” requires disclosure as to whether or
not performance evaluations were conducted
during the relevant reporting period.
Schedule
6
(a) As
the Board only consists of
four (4)
members, the Company does not have a
Nomination Committee because it would not
be a more efficient mechanism than the full
Board for focusing the Company on specific
issues. The responsibilities of a Nomination
Committee are currently carried out by the
board.
The Company has adopted the Nomination
Committee Charter, which will be followed by
the Nomination Committee once it has been
established. The Charter provides that the
Committee:
(i)
shall comprise of at least three (3) non-
executive directors, the majority of whom
are independent. ; and
the Committee Chairman is to be an
independent Director.
(ii)
(iii) The Nomination Committee Charter
is
available online;
(iv) The Board Charter provides
the
disclosure of
the members of each
Committee. Details of the members of
each Committee are provided in Annual
Report; and
for
(v) The Board Charter
requires
that Committee,
to
the number of
each
Committee in relation to the reporting
to
period relevant
disclose
that
Committee met throughout the period, and
the individual attendances of the members
at those Committee meetings. Details of
the performance evaluations conducted will
be provided in the Company’s Annual
Report.
times
Principle 2: Structure the board to add value
Recommendation 2.1
The board of a listed entity should:
NO
(a) have a nomination committee which:
(i)
(ii)
(iii)
(iv)
(v)
least
three members, a
has at
majority of whom are independent
directors; and
is chaired by an
director,
independent
and disclose:
the charter of the committee;
the members of the committee; and
as at the end of each reporting
period, the number of times the
committee met throughout the period
and the individual attendances of the
members at those meetings; or
(b) if it does not have a nomination committee,
disclose that fact and the processes it
employs
to address board succession
issues and to ensure that the board has the
appropriate balance of skills, experience,
independence and knowledge of the entity
to enable it to discharge its duties and
responsibilities effectively.
(b)
45
Ultima United Limited - Annual Report
For the year ended 30 June 2015
CORPORATE GOVERNANCE
Recommendation 2.2
A listed entity should have and disclose a board
skill matrix setting out the mix of skills and
diversity that the board currently has or is
looking to achieve in its membership.
YES
Board Skills Matrix
Number of
Directors
that meet
the skill
Executive & Non-Executive
experience
Industry experience & knowledge
Leadership
Corporate governance & risk
management
Strategic thinking
Desired behavioural competencies
Geographic experience
Capital Markets experience
4
2
4
3
3
4
3
3
Subject matter expertise
- accounting
- capital management
- corporate financing
- industry taxation (1)
- risk management
- legal
- IT expertise (2)
(1) Skill gap noticed however an external taxation firm is
3
3
3
0
3
3
0
employed to maintain taxation requirements
(2) Skill gap noticed however an external IT firm is
IT
to maintain
employed on an adhoc basis
requirements
Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by
the board to be independent directors;
(a) The Board Charter provides for the disclosure
of the names of Directors considered by the
independent. Currently no
board
the Board are considered
members of
independent;
to be
YES
Principles
(b) if a director has an interest, position,
association or relationship of the type
described in Box 2.3 of the ASX Corporate
and
Governance
Recommendation (3rd Edition), but the
board is of the opinion that it does not
compromise
the
director, the nature of the interest, position,
association or relationship in question and
an explanation of why the board is of that
opinion; and
independence of
the
(c)
the length of service of each director
Recommendation 2.4
A majority of the board of a listed entity should
be independent directors.
NO
46
(b) The Board Charter
requires Directors
to
disclose their interest, positions, associations
the
relationships and
and
that
independence of Directors
regularly
assessed by the board in light of the interests
disclosed by Directors. Details of the Directors
interests,
and
relationships are provided in the Annual Report;
and
requires
is
associations
positions
the
(c) The Board Charter
terms and
determination of
requires the length of service of each Director
to be disclosed. The length of service of each
Director is provided in the Annual Report.
the Directors’
provides
for
The Board Charter requires that where practical the
majority of the Board will be independent.
Currently the Board has no independent directors.
Details of each Director’s
provided in the Annual Report.
independence are
CORPORATE GOVERNANCE
Recommendation 2.5
The chair of the board of a listed entity should
be an independent director and, in particular,
should not be the same person as the CEO of
the entity.
NO
Recommendation 2.6
Ultima United Limited - Annual Report
For the year ended 30 June 2015
The Board Charter provides that where practical,
the Chairman of the Board will be a non-executive
director. If the Chairman ceases to be independent
then the Board will consider appointing a lead
independent Director.
Currently Mr Simon Yan fulfils the responsibilities of
both Chairman and Managing Director.
new
A listed entity should have a program for
providing
inducting
directors
appropriate
development
professional
opportunities for continuing directors to develop
and maintain the skills and knowledge needed
to perform their role as a director effectively.
and
YES
development
The Board Charter states
that a specific
responsibility of the Board is to procure appropriate
professional
for
Directors. As the Company does not have a
Remuneration Committee, the board is responsible
for the approval and review of induction and
continuing professional development programs and
procedures for Directors to ensure that they can
effectively discharge their responsibilities.
opportunities
Principle 3: Act ethically and responsibly
Recommendation 3.1
A listed entity should:
(a) have a code of conduct for its directors,
senior executives and employees; and
(b) disclose that code or a summary of it.
YES
(a) The Corporate Code of Conduct applies to the
Company’s directors, senior executives and
employees.
(b) The Company’s Corporate Code of Conduct is
available on the Company’s website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1
The board of a listed entity should:
(a) have an audit committee which:
NO
(i)
(ii)
has at least three members, all of
whom are non-executive directors
and a majority of whom are
independent directors; and
independent
is chaired by an
director, who is not the chair of the
board,
(a) As
the Board only consists of
four (4)
members, the Company does not have an
Audit and Risk Committee because it would
not be a more efficient mechanism than the
full Board
the Company on
specific issues. The responsibilities of the
Audit and Risk Committee are currently
carried out by the board.
for focusing
and disclose:
(iii)
(iv)
(v)
the charter of the committee;
the
relevant qualifications and
experience of the members of the
committee; and
in relation to each reporting period,
the number of times the committee
met throughout the period and the
individual
the
of
attendances
members at those meetings; or
that
the
(b) if it does not have an audit committee,
disclose that fact and the processes it
independently verify and
employs
safeguard
financial
integrity of
reporting, including the processes for the
appointment and removal of the external
auditor and
the audit
engagement partner.
the rotation of
its
The Company has adopted the Audit and Risk
Committee Charter, which will be followed by the
Audit and Risk Committee once
it has been
established. The Charter provides that:
(i) The Audit and Risk Committee must have
at least three (3) members, all of whom are
non-executive directors, with a majority
being independent; and
(ii) The Chairman of
the Audit and Risk
Committee must not be Chairman of the
Board and must also be independent;
(iii) The Audit and Risk Committee Charter will
the Company
be made available on
website;
(iv) The Board Charter requires the relevant
qualifications and experience of all
members to be disclosed. The Audit and
Risk Committee Charter also outlines the
requisite skills and experience in order to
secure a position on the Audit and Risk
Committee. Details of the qualifications
and experience of Directors is provided in
the Annual Report.
47
CORPORATE GOVERNANCE
Ultima United Limited - Annual Report
For the year ended 30 June 2015
(v) The Board Charter
requires
that Committee,
to
the number of
each
Committee in relation to the reporting
to
period relevant
disclose
that
Committee met throughout the period, and
the individual attendances of the members
at those Committee meetings. Details of
the Committee meetings will be provided in
the Company’s Annual Report.
times
YES
Recommendation 4.2
The board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and CFO
a declaration that the financial records of the
entity have been properly maintained and that
the
the
financial statements comply with
appropriate accounting standards and give a
true and fair view of the financial position and
performance of the entity and that the opinion
has been formed on the basis of a sound
system of risk management and internal control
which is operating effectively.
The Audit and Risk Committee Charter states that a
duty and responsibility of the Committee, and as the
Company does not have a Committee, the board, is
to ensure that before the Board approves the
entity’s financial statements for a financial period,
the CEO and CFO have declared that in their
opinion the financial records of the entity have been
properly maintained and
financial
statements comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity and
that the opinion has been formed on the basis of a
sound system of risk management and internal
control which is operating effectively.
that
the
Recommendation 4.3
A listed entity that has an AGM should ensure
that its external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
YES
The Audit and Risk Committee Charter provides that
the Committee, and as the Company does not have
a Committee,
the
Company’s external auditor attends its AGM and is
available to answer questions from security holders
relevant to the audit.
the board, must ensure
(a) The Board Charter provides details of the
In addition,
Company’s disclosure policy.
Schedule 7 of the Corporate Governance Plan
is entitled ‘Disclosure-Continuous Disclosure’
and
disclosure
requirements as required by the ASX Listing
Rules and other relevant legislation.
the Company’s
details
(b) The Board Charter and Schedule 7 of the
Corporate Governance Plan are available on
the Company website.
Information about the Company and its governance
is available in the Corporate Governance Plan
which can be found on the Company’s website.
The Company has adopted a Shareholder
Communications Strategy which aims to promote
and facilitate effective two-way communication with
investors. The Strategy outlines a range of ways in
which information is communicated to shareholders.
The Shareholder Communications Strategy can be
found on the Ultima website in the Corporate
Governance plan under schedule 11.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
YES
(b) disclose that policy or a summary of it.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about
itself and its governance to investors via its
website.
Recommendation 6.2
A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
YES
YES
48
Ultima United Limited - Annual Report
For the year ended 30 June 2015
to
The Shareholder Communication Strategy, which
can be found in schedule 11 of the Corporate
Governance plan on the Ultima website, states that
as a part of the Company’s developing investor
relations program, Shareholders can register with
the Company Secretary
receive email
notifications of when an announcement is made by
the Company to the ASX, including the release of
the Annual Report, half yearly reports and quarterly
reports. Links are made available to the Company’s
website on which all information provided to the
ASX is immediately posted.
Shareholders are encouraged to participate at all
EGMs and AGMs of the Company. Upon the
despatch of any notice of meeting to Shareholders,
the Company Secretary shall send out material with
that notice of meeting stating that all Shareholders
are encouraged to participate at the meeting.
Security holders can register with the Company to
receive email notifications when an announcement
is made by the Company to the ASX.
Shareholders queries should be referred to the
Company Secretary at first instance.
(a) The Board is charged with the responsibility of
determining the Company’s risk profile and is
responsible for overseeing and approving risk
management strategy and policies.
As the Board only consists of four (4) members, the
Company does not have an Audit and Risk
Committee because it would not be a more efficient
mechanism than the full Board for focusing the
Company on specific issues. The responsibilities of
the Audit and Risk Committee are currently carried
out by the board.
The Company has adopted the Audit and Risk
Committee Charter, which will be followed by the
Audit and Risk Committee once
it has been
established.
(i) The Audit and Risk Committee Charter states
that the majority of the Committee must be
independent where practical. The Audit and
Risk Committee must comprise of at least
three (3) members, all being non-executive
directors and a majority being independent;
(ii) The Chairman of
the Audit and Risk
Committee must not be the Chairman of the
Board and must be independent.
(iii) The Audit and Risk Committee Charter is
available online at the Company’s website.
(iv) The Board Charter requires disclosure of the
members of the Committee. Details of the
current members are provided in the Annual
Report.
(v) The Board Charter requires each Committee
in relation to the reporting period relevant to
that Committee, to disclose the number of
times each Committee met throughout the
period and the individual attendances of the
members at those Committee meetings. The
relevant details of each Committee meeting
held will be provided in the Company’s Annual
Report.
CORPORATE GOVERNANCE
Recommendation 6.3
A listed entity should disclose the policies and
processes it has in place to facilitate and
encourage participation at meetings of security
holders.
YES
Recommendation 6.4
A listed entity should give security holders the
option to receive communications from, and
send communications to, the entity and its
security registry electronically.
YES
Principle 7: Recognise and manage risk
Recommendation 7.1
The board of a listed entity should:
(a) have a committee or committees
to
NO
oversee risk, each of which:
(i)
least
has at
three members, a
majority of whom are independent
directors; and
is chaired by an
director,
independent
(ii)
and disclose:
the charter of the committee;
the members of the committee; and
(iii)
(iv)
(v) as at the end of each reporting
period, the number of times the
committee met throughout the period
and the individual attendances of the
members at those meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the process it employs for
overseeing the entity’s risk management
framework.
49
CORPORATE GOVERNANCE
Recommendation 7.2
The board or a committee of the board should:
YES
(a) review
the entity’s
risk management
framework with management at
least
annually to satisfy itself that it continues to
be sound, to determine whether there have
been any changes in the material business
risks the entity faces and to ensure that
they remain within the risk appetite set by
the board; and
Ultima United Limited - Annual Report
For the year ended 30 June 2015
risk, monitor
(a) The Company process for risk management and
internal compliance includes a requirement to
identify and measure
the
environment for emerging factors and trends that
affect these risks, formulate risk management
strategies and monitor the performance of risk
management systems. Schedule 8 of
the
Corporate Governance Plan, which can be found
on Ultima’s website, is entitled ‘Disclosure - Risk
the Company’s
Management’ and details
disclosure requirements with respect to the risk
management
internal
compliance and controls.
review procedure and
(b) disclose
in relation
to each reporting
period, whether such a review has taken
place.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it
performs; or
YES
(b) if
it does not have an
internal audit
function, that fact and the processes it
for evaluating and continually
employs
its risk
improving
management
control
processes.
the effectiveness of
internal
and
Recommendation 7.4
A listed entity should disclose whether, and if so
how, it has regard to economic, environmental
and social sustainability risks and, if it does,
how it manages or intends to manage those
risks.
YES
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:
(a) have a remuneration committee which:
NO
(i)
(ii)
has at least three members, a majority
of whom are independent directors; and
is chaired by an independent director,
and disclose:
the charter of the committee;
(iii)
(iv)
the members of the committee; and
(v) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) The Board Charter
requires
(once each
Committee has been established) in relation to
the reporting period relevant to that Committee, to
disclose the number of times that Committee met
throughout
individual
attendances of the members at those Committee
meetings. Details of the Committee meetings will
be provided in the Company’s Annual Report.
the period, and
the
the monitoring,
The Audit and Risk Committee Charter provides for
the internal audit function of the Company. The
Charter outlines
review and
assessment of a range of internal audit functions
and procedures.
Given the size of the Company, no internal audit
function is currently considered necessary. The
Company’s Management periodically undertakes an
internal review of financial systems and processes
and where systems are considered to require
improvement these systems are developed. The
Board also considers external reviews of specific
areas and monitors the implementation of system
improvements.
The Audit and Risk Committee Charter details the
Company’s risk management systems which assist
in identifying and managing potential or apparent
business, economic, environmental and social
sustainability risks (if appropriate). Review of the
is
Company’s
reports are
conducted at
continually created by management on
the
efficiency and effectiveness of the Company’s risk
management framework and associated internal
compliance and control procedures.
least annually and
risk management
framework
(a) As the Board only consists of four (4) members,
the Company does not have a Remuneration
Committee because it would not be a more
efficient mechanism than the full Board for
focusing the Company on specific issues. The
responsibilities of the Remuneration Committee
are currently carried out by the board, with the
aid of an independent advisor, if required,
which includes evaluating the performance of
senior executives.
50
Ultima United Limited - Annual Report
For the year ended 30 June 2015
(b) The Company has adopted The Remuneration
Committee Charter, which will be followed by
the Remuneration Committee once it has been
established. The Remuneration Committee
Charter outlines the roles and responsibilities of
the Remuneration Committee and provides
that:
(i) The Remuneration Committee comprises
of at least three (3) Directors, the majority
of whom are independent non-executive
Directors;
(ii) The Remuneration Committee must be
chaired by an independent Director who is
appointed by the Board.
(iii) The Remuneration Committee Charter is
available on the Company website;
(iv) The Board Charter requires disclosure of
the members of the Committee. Details of
the current members are provided in the
Annual Report;
The Board Charter requires each Committee in
relation to the reporting period relevant to that
Committee, to disclose the number of times that
Committee met throughout the period, and the
individual attendances of the members at those
Committee meetings. Details of the Committee
meetings will be provided in the Company’s Annual
Report.
YES
The Remuneration Committee Charter requires the
Company to disclose its policies and practices
remuneration of non-executive,
regarding
executive and other senior directors.
the
CORPORATE GOVERNANCE
(b) if
fact and
it does not have a
that
remuneration
committee, disclose
the
processes it employs for setting the level
and composition of
for
directors and senior executives and
ensuring
is
appropriate and not excessive.
remuneration
remuneration
that such
Recommendation 8.2
and
regarding
A listed entity should separately disclose its
policies
the
practices
remuneration of non-executive directors and the
remuneration of executive directors and other
senior executives and ensure that the different
roles and
responsibilities of non-executive
directors compared to executive directors and
other senior executives are reflected in the level
and composition of their remuneration.
Recommendation 8.3
A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions
(whether through the use of derivatives or
otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
YES
(a) The Remuneration Committee Charter
is
required to review, manage and disclose the
policy (if any) on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating in
the scheme. The Remuneration Committee
Charter
the Remuneration
Committee, and in this case the Board, as no
Remuneration Committee currently exists, must
review and approve any equity based plans.
states
that
(b) A copy of the Remuneration Committee Charter
is available on the Company’s website.
51
ADDITIONAL SHAREHOLDER INFORMATION
Shareholding
The distribution of members and their holdings of equity securities in the company as at 13 August 2015 were as follows:
Ultima United Limited - Annual Report
For the year ended 30 June 2015
Number Held as at 13 August 2015
Fully Paid Ordinary Shares
Class of Equity Securities
1-1,000
1,001 - 5,000
5,001 – 10,000
10,001 - 100,000
100,001 and over
Totals
48
258
100
204
26
636
Holders of less than a marketable parcel: 360
Substantial Shareholders
The names of the substantial shareholders listed in the Company’s register as at 13 August 2015:
Shareholder
HD MINING & INVESTMENT
MS YOU LIAN ZHENG
MR CHENG RONG WANG
XING YAN
XIBO MA
YONG HUA XIAO
MRS SHU FANG LI
Voting Rights
Number
2,520,000
2,507,873
2,029,725
1,642,500
1,503,000
1,421,364
1,334,473
Ordinary Shares
In accordance with the Company's Constitution, on a show of hands every member present in person or by proxy or
attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or
attorney or duly authorised representative has one vote for every fully paid ordinary share held.
52
ADDITIONAL SHAREHOLDER INFORMATION
Twenty Largest Shareholders
The names of the twenty largest holders of quoted equity security, the number of equity security each holds and the
percentage of capital each holds as at 13 August 2015 are as follows:
Ultima United Limited - Annual Report
For the year ended 30 June 2015
Ordinary Shares
Name
HD MINING & INVESTMENT
MS YOU LIAN ZHENG
MR CHENG RONG WANG
XIBO MA
YONG HUA XIAO
MRS SHU FANG LI
XING YAN
MR CHRISTOPHER JOHN FONE
JIAN LUO SUN
MR LANCHUN WU
YU LIN SU
XIAO HUI HUANG
MDM KAM LAN CHOO
MRS XIU ZHEN LIU
AUSTHONG INTERNATIONAL GROUP
UNITED MINING RESOURCES
MR WILLIAM MICHAEL TURNER
FM104.9 NETWORK PTY LTD
MS XIAOHUI HUANG
MS YI SU
TOTAL
Number of
Ordinary Fully
Paid Shares Held
2,520,000
2,507,873
2,029,725
1,503,000
1,421,364
1,334,473
1,192,500
1,040,464
750,000
553,500
500,000
500,000
482,670
480,017
450,000
450,000
320,250
292,500
275,000
250,000
18,853,336
Held of Issued
Ordinary Capital (%)
9.88
9.83
7.96
5.89
5.57
5.24
4.68
4.08
2.94
2.17
1.96
1.96
1.89
1.88
1.76
1.76
1.26
1.15
1.08
0.98
73.92
Restricted Securities
The Company has no restricted securities at the current date.
Company Secretary
The name of the Company Secretary is Piers Lewis.
Address and telephone details of the entity’s registered and administrative office
Suite 2, 23 Richardson Street
South Perth Western Australia 6151
Telephone: + (61) 8 6436 1888
Facsimile: + (61) 8 6436 1899
Address and telephone details of the office at which a register of securities is kept
Advanced Share Registry Services
150 Stirling Highway
Nedlands Western Australia 6009
Telephone: + (61) 8 9389 8033
Facsimile: + (61) 8 9367 3311
Securities exchange on which the Company’s securities are quoted
The Company’s listed equity securities are quoted on the Australian Securities Exchange.
Review of Operations
A review of operations is contained in the Directors’ Report.
53