Item
9.01 Financial Statement and Exhibits.
|
(a)
|
Financial
statements of businesses acquired
|
Zeecol
Limited
AUDITED
FINANCIAL STATEMENTS
FOR
THE YEAR ENDED 31 MARCH 2016
Zeecol
Limited
|
|
|
Index
to the Financial Statements
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
Nature
of Business
|
Fertiliser
and Energy Production
|
|
|
|
|
Director
|
William
H Mook
|
|
|
|
|
Shareholder
|
Coeus
Limited
|
1,000,000
Ordinary Shares
|
|
|
|
Address
|
57a
Nayland Street, Sumner
|
|
|
Christchurch
8081
|
|
|
NEW
ZEALAND
|
|
|
|
|
Independent
Auditor
|
Nexia
Christchurch Limited
|
|
|
PO
Box 39-100
|
|
|
Christchurch
8545
|
|
|
NEW
ZEALAND
|
|
|
|
|
Legal
Advisers
|
Canterbury
Legal
|
|
|
PO
Box 22115
|
|
|
Christchurch
8140
|
|
|
NEW
ZEALAND
|
|
|
|
|
Bankers
|
Kiwibank
|
|
|
Bank
of New Zealand
|
|
Zeecol
Limited
|
|
|
Approval
of Financial Report
|
The
Board of Directors are pleased to present the financial report for Zeecol Limited for the year ended 31 March 2016 and the independent
auditor’s report thereon.
The
shareholders of the Company have exercised their rights under section 211(3) of the Companies Act 1993, and unanimously agreed
that this annual report need not comply with paragraphs (a) and (e)-(j) of section 211(1) of the Act.
Approved
for and on behalf of the Board:
|
12
August 2016
|
Director
|
Date
|
Zeecol
Limited
|
|
|
Statement
of Other Comprehensive Income
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
|
|
|
|
|
|
|
For
the six
|
|
|
|
|
|
|
For
the year
|
|
|
months
ended
|
|
|
|
Note
|
|
|
ended
31/03/16
|
|
|
31/3/15
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
received
|
|
|
|
|
|
|
6,522
|
|
|
|
5,957
|
|
Total
operating income
|
|
|
|
|
|
|
6,522
|
|
|
|
5,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Accountancy
Fees
|
|
|
|
|
|
|
17,992
|
|
|
|
-
|
|
Advertising
|
|
|
|
|
|
|
12,027
|
|
|
|
-
|
|
Agents
Expenses
|
|
|
|
|
|
|
10,577
|
|
|
|
-
|
|
Audit
Fee
|
|
|
|
|
|
|
7,140
|
|
|
|
-
|
|
Bank
fees & charges
|
|
|
|
|
|
|
601
|
|
|
|
138
|
|
Book
Keeping
|
|
|
|
|
|
|
450
|
|
|
|
-
|
|
Computer
Expenses
|
|
|
|
|
|
|
2,292
|
|
|
|
-
|
|
Consultancy
fees
|
|
|
|
|
|
|
-
|
|
|
|
1,373
|
|
Depreciation
|
|
|
|
|
|
|
1,823
|
|
|
|
-
|
|
Entertainment
|
|
|
|
|
|
|
-
|
|
|
|
4,004
|
|
Fuel
|
|
|
|
|
|
|
1,799
|
|
|
|
-
|
|
General
Expenses
|
|
|
|
|
|
|
171
|
|
|
|
-
|
|
Interest
- Bank Overdraft
|
|
|
|
|
|
|
772
|
|
|
|
-
|
|
Licences
& Fees
|
|
|
|
|
|
|
3,003
|
|
|
|
-
|
|
Light,
Heat & Power
|
|
|
|
|
|
|
647
|
|
|
|
-
|
|
Motor
Vehicle Expenses
|
|
|
|
|
|
|
828
|
|
|
|
-
|
|
Office
expenses
|
|
|
|
|
|
|
1,194
|
|
|
|
5,547
|
|
Other
Non Deductible Expenses
|
|
|
|
|
|
|
12,635
|
|
|
|
-
|
|
Printing
& Stationery
|
|
|
|
|
|
|
3,867
|
|
|
|
-
|
|
Protective
Clothing
|
|
|
|
|
|
|
19
|
|
|
|
-
|
|
Purchases
|
|
|
|
|
|
|
385
|
|
|
|
-
|
|
Rent
- Office
|
|
|
|
|
|
|
36,660
|
|
|
|
-
|
|
Rent
- Warehouse
|
|
|
|
|
|
|
30,745
|
|
|
|
-
|
|
Staff
Training Expenses
|
|
|
|
|
|
|
9,217
|
|
|
|
-
|
|
Subsciptions
|
|
|
|
|
|
|
1,013
|
|
|
|
-
|
|
Telephone
& Internet
|
|
|
|
|
|
|
3,697
|
|
|
|
-
|
|
Travel
|
|
|
|
|
|
|
15,767
|
|
|
|
5,031
|
|
Total
operating expenses
|
|
|
|
|
|
|
175,321
|
|
|
|
16,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
profit/(loss) before taxation
|
|
|
|
|
|
|
(168,799
|
)
|
|
|
(10,136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation
expense
|
|
|
6
|
|
|
|
4,940
|
|
|
|
83,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
profit/(loss) for the period after taxation attributable to owners of the company
|
|
|
|
|
|
|
(173,739
|
)
|
|
|
(93,933
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period attributable to owners of the company
|
|
|
|
|
|
|
(173,739
|
)
|
|
|
(93,933
|
)
|
The
attached notes to the financial statements form part of and should be read in conjunction to the financial statements and Independent
Auditor’s Report
Zeecol
Limited
|
|
|
Statement
of Changes in Equity
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
|
|
|
|
Retained
|
|
|
|
|
FOR THE YEAR
ENDED 31 MARCH 2016
|
|
Share
Capital
|
|
|
Earnings
|
|
|
Total
Equity
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
profit/(loss) after taxation
|
|
|
-
|
|
|
|
(173,739
|
)
|
|
|
(173,739
|
)
|
Other
comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
comprehensive income for the period
|
|
|
-
|
|
|
|
(173,739
|
)
|
|
|
(173,739
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions
with owners of the Company in capacity as owners
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary
shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
transactions with owners of the company
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance
of equity 1 April 2015
|
|
|
-
|
|
|
|
(93,933
|
)
|
|
|
(93,933
|
)
|
Closing
balance of equity 31 March 2016
|
|
|
-
|
|
|
|
(267,672
|
)
|
|
|
(267,672
|
)
|
|
|
|
|
|
Retained
|
|
|
|
|
FOR THE SIX
MONTHS ENDED 31 MARCH 2015
|
|
Share
Capital
|
|
|
Earnings
|
|
|
Total
Equity
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
profit/(loss) after taxation
|
|
|
-
|
|
|
|
(93,933
|
)
|
|
|
(93,933
|
)
|
Other
comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
comprehensive income for the period
|
|
|
-
|
|
|
|
(93,933
|
)
|
|
|
(93,933
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions
with owners of the Company in capacity as owners
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary
shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
transactions with owners of the company
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing
balance of equity 31 March 2015
|
|
|
-
|
|
|
|
(93,933
|
)
|
|
|
(93,933
|
)
|
The
attached notes to the financial statements form part of and should be read in conjunction to the financial statements and Independent
Auditor’s Report
Zeecol
Limited
|
|
|
Statement
of Financial Position
|
AS
AT 31 MARCH 2016
|
|
|
|
|
|
As
at
|
|
|
As
at
|
|
|
|
Note
|
|
|
31/03/16
|
|
|
31/3/15
|
|
|
|
|
|
|
$
|
|
|
$
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
7
|
|
|
|
118,598
|
|
|
|
31,698
|
|
Deferred
expenses
|
|
|
9
|
|
|
|
151,679
|
|
|
|
29,715
|
|
Income
tax receivable
|
|
|
6
|
|
|
|
1,520
|
|
|
|
1,228
|
|
Trade
and other receivables
|
|
|
14
|
|
|
|
176,322
|
|
|
|
24,767
|
|
Total
current assets
|
|
|
|
|
|
|
448,119
|
|
|
|
87,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Work
in progress
|
|
|
15
|
|
|
|
65,882
|
|
|
|
47,244
|
|
Property,
Plant & Equipment
|
|
|
12
|
|
|
|
3,039
|
|
|
|
-
|
|
Loans
and receivables - term deposit
|
|
|
10
|
|
|
|
-
|
|
|
|
250,000
|
|
Total
non current assets
|
|
|
|
|
|
|
68,921
|
|
|
|
297,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
|
|
|
|
517,040
|
|
|
|
384,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
and other payables
|
|
|
16
|
|
|
|
54,368
|
|
|
|
11,838
|
|
GST
payable
|
|
|
|
|
|
|
8,836
|
|
|
|
45,951
|
|
Deferred
revenue
|
|
|
8
|
|
|
|
632,772
|
|
|
|
-
|
|
Total
current liabilities
|
|
|
|
|
|
|
695,976
|
|
|
|
57,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
revenue
|
|
|
8
|
|
|
|
-
|
|
|
|
337,000
|
|
Deferred
tax liability
|
|
|
6
|
|
|
|
88,736
|
|
|
|
83,796
|
|
Total
non current liabilities
|
|
|
|
|
|
|
88,736
|
|
|
|
420,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
|
|
|
|
784,712
|
|
|
|
478,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
17
|
|
|
|
-
|
|
|
|
-
|
|
Retained
Earnings
|
|
|
|
|
|
|
(267,672
|
)
|
|
|
(93,933
|
)
|
Total
Equity
|
|
|
|
|
|
|
(267,672
|
)
|
|
|
(93,933
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Equity
|
|
|
|
|
|
|
517,040
|
|
|
|
384,653
|
|
|
12
August 2016
|
Director
|
Date
|
The
attached notes to the financial statements form part of and should be read in conjunction to the financial statements and Independent
Auditor’s Report
Zeecol
Limited
|
|
|
Statement
of Cash Flows
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
|
|
|
|
For
the year
|
|
For
the six
|
|
|
|
|
|
|
ended
|
|
months
ended
|
|
|
|
Note
|
|
|
31/03/16
|
|
31/3/15
|
|
|
|
|
|
|
$
|
|
$
|
|
Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
was provided from:
|
|
|
|
|
|
|
|
|
|
|
Receipts
from customers
|
|
|
|
|
|
272,688
|
|
|
387,550
|
|
Interest
received
|
|
|
|
|
|
3,149
|
|
|
3,721
|
|
Tax
refund received
|
|
|
|
|
|
1,228
|
|
|
-
|
|
Total
cash provided from operating activities
|
|
|
|
|
|
277,065
|
|
|
391,271
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
was applied to:
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses and fees paid
|
|
|
|
|
|
(333,641)
|
|
|
(38,569
|
)
|
Interest
paid
|
|
|
|
|
|
(772)
|
|
|
-
|
|
Taxation
paid
|
|
|
|
|
|
(1,520)
|
|
|
(1,228
|
)
|
Total
cash applied to operating activities
|
|
|
|
|
|
(335,933)
|
|
|
(39,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows from (used in) operating activities
|
|
|
18
|
|
|
(58,867)
|
|
|
351,474
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
Activites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
was provided from:
|
|
|
|
|
|
|
|
|
|
|
Term
deposit investment
|
|
|
|
|
|
250,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
cash provided from investing activities
|
|
|
|
|
|
250,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
was applied to:
|
|
|
|
|
|
|
|
|
|
|
Term
deposit investment
|
|
|
|
|
|
-
|
|
|
(250,000
|
)
|
Work
in progress - digesters
|
|
|
|
|
|
(18,638)
|
|
|
(47,244
|
)
|
Property
Plant & Equipment
|
|
|
|
|
|
(4,862)
|
|
|
-
|
|
Total
cash applied to investing activities
|
|
|
|
|
|
(23,500)
|
|
|
(297,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows from (used in) investing activities
|
|
|
|
|
|
226,500
|
|
|
(297,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Financing
Activites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
was applied to:
|
|
|
|
|
|
|
|
|
|
|
Loans
to related parties
|
|
|
|
|
|
(80,732)
|
|
|
(22,532
|
)
|
Total
cash applied to financing activities
|
|
|
|
|
|
(80,732)
|
|
|
(22,532
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows from (used in) financing activities
|
|
|
|
|
|
(80,732)
|
|
|
(22,532
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
86,901
|
|
|
31,698
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
|
|
|
31,698
|
|
|
-
|
|
Cash
and cash equivalents at end of period
|
|
|
7
|
|
|
118,598
|
|
|
31,698
|
|
The
attached notes to the financial statements form part of and should be read in conjunction to the financial statements and Independent
Auditor’s Report
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
These
statements comprise the audited results for the year ended 31 March 2016. The comparative figures comprise the six months ended
31 March 2015.
Zeecol
Limited is a company incorporated and domiciled in New Zealand, registered under the Companies Act 1993. The Company is controlled
by Coeus Limited (incorporated in New Zealand), which owns 100% of the Company’s shares. The Company’s ultimate controlling
party is Mr. William Mook.
The
company is primarily involved in the conversion of dairy effluent to fertiliser and energy production.
The
financial statements have been authorised for issue by the Board on_______________________.
(a)
Statement of Compliance
The
financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (“NZ GAAP”).
They comply with New Zealand Equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable
Financial Reporting Standards, as appropriate for profit-orientated entities. The financial statements also comply with International
Financial Reporting Standards (“IFRS”).
The
Company is designated as a profit oriented entity for financial reporting purposes. The financial statements have been prepared
in accordance with the requirements of the Financial Reporting Act 2013.
(b)
Functional and Presentation Currency
The
financial statements are presented in New Zealand dollars ($), which is the Company’s functional currency, rounded to the
nearest dollar.
(c)
Basis of Preparation
The
accrual basis of accounting has been used, with the exception of compiling the Statement of Cash Flows.
The
financial statements have been prepared on the historical cost basis.
(d)
Comparative Figures
These
financial statements are for a 12 month period (Comparative: 6 Months to 31 March 2015).
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
The
principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
consistently applied to all periods presented, unless otherwise stated.
(a)
Revenue Recognition
Revenue
from the sale of goods and services is measured at the fair value of the consideration received or receivable. Revenue is recognised
as follows:
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
(a)
Revenue Recognition (continued)
(i)
Interest Income
Interest
income is recognised when it is probable that the Company will receive the amount and it can be measured reliably. Interest income
is recognised on an accruals basis using the effective interest method.
(ii)
Sale of goods
Revenue
from the sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer and
it is probable that the Company will receive the previously agreed upon payment. These criteria are considered to be met when
the goods are delivered to the buyer. No revenue is recognised if there are significant uncertainties regarding recovery of the
consideration due, associated costs or the possible return of goods, or where there is continuing management involvement with
the goods.
Deposits
received in advance from customers in anticipation of the future sale of goods are recognised as revenue only once the above criteria
has been met. If the criteria has not been met they are carried as deferred revenue on the Statement of Financial Position.
(b)
Cash and Cash Equivalents
Cash
and cash equivalents includes cash on hand, deposits held at call with financial institutions and the custodian, other short-term
deposits, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value.
(c)
Foreign Currency Transactions and Balances
Transactions
entered into by the Company in a currency other than the functional currency are recorded at the rates ruling when the transactions
occur. The Company does not hold any foreign currency monetary assets and liabilities. Foreign currency gains and losses are recognised
in profit or loss in the period incurred.
(d)
Income Tax
Tax
expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except items recognised
directly in equity or in other comprehensive income.
Current
tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred
tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
Deferred
tax is not recognised for:
(i)
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss,
(ii)
temporary differences arising on the initial recognition of goodwill.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
(d)
Income Tax (continued)
Deferred
tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted
or substantively enacted at the reporting date.
Recognition
of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which
the difference can be utilised.
Deferred
tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
(e)
Judgements, Estimates and Assumptions
The
preparation of financial statements in accordance with NZ IFRS and IFRS requires the use of certain critical accounting estimates.
It also requires the Company to exercise its judgement in the process of applying the accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements,
are disclosed in accompanying Notes. Actual results may differ from these estimates.
(f)
Goods and Services Tax (GST)
The
financial statements have been prepared on a GST exclusive basis as the Company is required to be registered for GST. Accounts
receivable and accounts payable are GST inclusive.
(g)
Financial Instruments
Recognition
Financial
instruments are recognised in the Statement of Financial Position initially at fair value plus, for instruments not at fair value
through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition financial instruments are
measured as described below.
A
financial instrument is recognised when the Company becomes a party to the contractual provisions of the financial instrument.
Offsetting
financial instruments
Financial
instruments are offset and presented as a net asset or net liability in the Statement of Financial Position when the substance
of an arrangement is such that presenting them together as either a net asset or a net liability more accurately reflects the
Company’s expected future cash flows for settling two or more separate financial instruments. This only occurs when the
Company has a legally enforceable right to set off the recognised amounts, and intends to either settle on a net basis or realise
the asset and settle the liability simultaneously.
Derecognition
Financial
assets are derecognised if the Company’s contractual rights to the cash flows from the financial assets expire or if the
Company transfers the financial asset to another party without retaining control or substantially all risks and rewards of the
asset.
Financial
liabilities are derecognised if the Company’s obligations specified in the contract expire or are discharged or cancelled.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
(g)
Financial Instruments (continued)
Non-derivative
financial instruments
Non-derivative
financial instruments comprise loans and receivables and trade and other payables.
Loans
and receivables
Loans
and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets
are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans
and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables
comprise cash and cash equivalents, term deposits and trade and other receivables.
Interest
on loans and receivables is recognised in the Statement of Other Comprehensive Income.
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.
Term
deposits include deposits held with financial institutions with original maturities greater than three months.
Trade
and other receivables of a short-term nature are not discounted.
Trade
and other payables
Trade
and other payables are initially recognised at fair value and subsequently carried at amortised cost, using the effective interest
method. Trade payables of a short-term nature are not discounted.
Derivative
financial instruments
The
Company does not invest or trade in derivative financial instruments, and therefore is not exposed to the associated risk, rewards
and financial impacts both positive and negative, associated with such instruments.
(h)
Impairment
Financial
assets
The
Company assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets
(stated at cost or amortised cost) is impaired.
If
any such indication exists, an impairment loss is recognised in the Statement of Profit or Loss and Other Comprehensive Income
as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at
the financial asset’s original effective interest rate.
The
Company considers the following indicators when assessing whether there is objective evidence of impairment:
(i)
significant decline in the market value of an asset.
(ii)
significant changes that adversely affect the Company in the technological, market, economic or legal environment in which it
operates.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
(h)
Impairment (continued)
(iii)
increases in market interest rates or other market rates of return that are likely to affect the discount rate used to assess
the present value of the future cash flows from the asset.
(iv)
when the carrying amount of the Company’s net assets exceeds the market capitalisation of the Company.
(v)
Evidence of obsolescence or physical damage of an asset.
(vi)
Significant change in the use of an asset that adversely affects the Company.
(vii)
Declining economic performance, which might be indicated by larger than expected maintenance costs or lower than expected profits,
from the use of an asset.
Non-financial
assets
The
carrying amounts of the Company’s assets are reviewed at each reporting date to determine whether there is any objective
evidence of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
An
impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses directly
reduce the carrying amount of assets and are recognised in profit or loss.
The
estimated recoverable amount of non-financial assets is the greater of their fair value less costs to sell and value in use. Value
in use is determined by estimating future cash flows from the use and ultimate disposal of the asset and discounting these to
their present value using a pre-tax discount rate that reflects current market rates and the risks specific to the asset. For
an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating
unit to which the asset belongs.
A
cash generating unit is the smallest group of assets that generates cash inflows from continuing use that are largely independent
of the cash inflows of the other assets or groups of assets.
Impairment
losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of goodwill allocated
to the units and then to reduce the carrying amount of other assets in the unit on a pro rata basis.
Impairment
losses are reversed when there is a change in the estimates used to determine the recoverable amount and there is an indication
that the impairment loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
(i)
Property, Plant and Equipment
(i)
Recognition and measurement
Items
of property, plant and equipment are recognised at cost less accumulated depreciation and impairment losses. As well as the purchase
price, cost includes directly attributable costs and, where relevant, the estimated present value of any future unavoidable costs
of dismantling and removing items.
(ii)
Subsequent costs
Subsequent
costs are added to the carrying amount of an item of property, plant and equipment when the cost is incurred if it is probable
that the future economic benefits embodied with the item will flow to the Company and the cost of the item can be measured reliably.
All other costs are recognised in the statement of comprehensive income as an expense when incurred.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
(i)
Property, Plant and Equipment (continued)
(iii)
Depreciation
For
plant and equipment, depreciation is based on the cost of an asset less its residual value.
Depreciation
is recognised in the statement of comprehensive income on a diminishing value basis over the estimated useful lives of each item
of property, plant and equipment.
Depreciation
on assets under construction does not commence until they are complete and available for use.
Depreciation
methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Depreciation has been
calculated on plant and equipment using the diminishing value method at 50 - 67%.
(j)
Share capital
Ordinary
shares
Ordinary
shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are
recognised as a deduction from equity, net of any tax effects.
|
4.
|
CHANGES
IN ACCOUNTING POLICIES
|
There
have been no changes in accounting policies. All policies have been applied on a basis consistent with those from previous financial
statements.
|
5.
|
NEW
STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
|
The
Company has reviewed those Standards and Interpretations which have been issued, but which are not yet effective for the period
ending 31 March 2016. The following have been deemed to be relevant to the Company:
NZ
IFRS 9 - Financial Instruments
NZ
IFRS 9 “Financial Instruments” was approved for periods beginning on or after 1 January 2018. NZ IFRS 9 specifies
how an entity should classify and measure its financial assets. It requires that all financial assets be reclassified in their
entirety on the basis of the entity’s business model for managing the financial assets and contractual cash flow obligations
of the financial assets. Financial assets are measured at either amortised cost or fair value.
NZ
IFRS 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments
that are not held for trading. The Company does not hold equity instruments and therefore there will be no impact on the Company’s
accounting for financial assets or liabilities.
The
adoption of NZ IFRS 9 is unlikely to result in material changes to the presentation and measurement of financial assets and liabilities
and accordingly the Company has chosen not to early adopt this Standard.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
5.
|
NEW
STANDARDS AND INTERPRETATIONS NOT YET ADOPTED (continued)
|
NZ
IFRS 15 - Revenue from Contracts with Customers
NZ
IFRS 15 “Revenue from Contracts with Customers” was approved for periods beginning on or after 1 January 2018. NZ
IFRS 15 establishes revenue recognition principles for all contracts with customers.
The
core principle of NZ IFRS 15 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. This core principle is delivered in a five-step model framework:
(a)
Identify the contract(s) with a customer
(b)
Identify the performance obligations in the contract
(c)
Determine the transaction price
(d)
Allocate the transaction price to the performance obligations in the contract
(e)
Recognise revenue when (or as) the entity satisfies a performance obligation
Under
the current standard - NZ IAS 18, the revenue received from customers has been deferred and recorded as Deferred Revenue, as the
criteria for recognising revenue in the statement of comprehensive income has not been met (refer to Revenue accounting policy
under Note 3: Significant Account Policies for more information).
The
adoption of NZ IFRS 15 will not alter this treatment as the performance obligations in the customer contracts have not been satisfied
and accordingly revenue cannot be recognised in the Statement of Profit or Loss and Other Comprehensive Income. Accordingly the
adoption of NZ IFRS 15 is unlikely to result in material changes to the presentation and measurement of revenue, and therefore
the Company has chosen not to early adopt this standard.
NZ
IAS 1 Amendment - Disclosure Initiatives
The
External Reporting Board (XRB) issued amendments to NZ IAS 1 “Presentation of Financial Statements” which were approved
for periods beginning on or after 1 January 2016.
The
amendments have been issued as part of a project to improve presentation and disclosure requirements and:
(a)
clarify that an entity should not obscure useful information by aggregating or disaggregating information; and that materiality
considerations apply to the primary statements, notes and any specific disclosure requirements in NZ IFRSs
(b)
clarify that the list of line items specified by NZ IAS 1 for the Statement of Financial Position and Statement of Profit or Loss
and Other Comprehensive Income can be disaggregated and aggregated as relevant. Additional guidance has also been added on the
presentation of subtotals in these statements
(c)
clarify that entities have flexibility when designing the structure of the notes and provide guidance on how to determine a systematic
order of the notes.
The
Company believes that the disclosures in the financial statements have been as transparent as possible and adoption of the amendments
is unlikely to result in material changes to the presentation and disclosures in the financial statements, and therefore the Company
has chosen not to early adopt this standard.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
(a)
Income tax recognised in Statement of Profit or Loss and Other Comprehensive Income
|
|
|
|
|
For
the six
|
|
|
|
For
the year
|
|
|
months
ended
|
|
|
|
ended
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Net
profit/(loss) before taxation
|
|
|
(168,799
|
)
|
|
|
(10,136
|
)
|
|
|
|
|
|
|
|
|
|
Permanent
differences
|
|
|
|
|
|
|
|
|
Non
deductible expenses
|
|
|
12,635
|
|
|
|
2,124
|
|
Net
taxable profit/(loss)
|
|
|
(156,164
|
)
|
|
|
(8,012
|
)
|
|
|
|
|
|
|
|
|
|
Deferred
tax
|
|
|
4,940
|
|
|
|
83,796
|
|
Total
income tax expense
|
|
|
4,940
|
|
|
|
83,796
|
|
|
|
|
|
|
|
|
|
|
(b)
Current taxation
|
|
|
|
|
|
|
|
|
Opening
Balance
|
|
|
1,228
|
|
|
|
-
|
|
Refunds
|
|
|
(1,228
|
)
|
|
|
-
|
|
Resident
withholding tax paid
|
|
|
1,520
|
|
|
|
1,228
|
|
Asset/
(liability) at 31 March
|
|
|
1,520
|
|
|
|
1,228
|
|
|
|
|
|
|
|
|
|
|
(c)
Deferred taxation
|
|
|
|
|
|
|
|
|
Opening
Balance
|
|
|
(83,796
|
)
|
|
|
-
|
|
Current
year movement
|
|
|
(4,940
|
)
|
|
|
(83,796
|
)
|
Deferred
tax asset/ (liability) at 31 March
|
|
|
(88,736
|
)
|
|
|
(83,796
|
)
|
|
|
|
|
|
|
|
|
|
Made
up of:
|
|
|
|
|
|
|
|
|
Deferred
tax liability
|
|
|
(177,176
|
)
|
|
|
(94,360
|
)
|
Deferred
tax asset
|
|
|
88,440
|
|
|
|
10,564
|
|
Net
balance as per above
|
|
|
(88,736
|
)
|
|
|
(83,796
|
)
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets/ (liabilities) are attributable to the following:
|
|
|
|
|
|
|
|
|
Revenue
received in advance
|
|
|
(177,176
|
)
|
|
|
(94,360
|
)
|
Deferred
expenses
|
|
|
42,471
|
|
|
|
8,320
|
|
Tax
loss carried forward to offset against future taxable income
|
|
|
45,969
|
|
|
|
2,243
|
|
|
|
|
|
|
|
|
|
|
(d)
Tax losses
|
|
|
|
|
|
|
|
|
Opening
Balance
|
|
|
8,012
|
|
|
|
-
|
|
Current
year movement
|
|
|
156,164
|
|
|
|
8,012
|
|
Total
accumulated tax losses to carry forward
|
|
|
164,176
|
|
|
|
8,012
|
|
|
|
|
|
|
|
|
|
|
(e)
Imputation credits
|
|
|
|
|
|
|
|
|
Opening
Balance
|
|
|
1,228
|
|
|
|
-
|
|
Income
tax refunded
|
|
|
(1,228
|
)
|
|
|
-
|
|
Resident
withholding tax paid
|
|
|
1,520
|
|
|
|
1,228
|
|
Imputation
credits at 31 March
|
|
|
1,520
|
|
|
|
1,228
|
|
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
7.
|
CASH
AND CASH EQUIVALENTS
|
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
Cash and cash
equivalent balances comprise:
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Cash
at bank available on demand
|
|
|
118,598
|
|
|
|
31,698
|
|
Total
cash and cash equivalents
|
|
|
118,598
|
|
|
|
31,698
|
|
The
Company’s investments in cash and cash equivalents are readily realisable and generally settle within 1 day. Interest rates
on the bank balances range from 0.0% to 1.0% p.a.
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
Deferred revenue
comprises:
|
|
$
|
|
|
$
|
|
Deposits
from customers - current
|
|
|
632,772
|
|
|
|
-
|
|
Deposits
from customers - non current
|
|
|
-
|
|
|
|
337,000
|
|
Total
deferred revenue
|
|
|
632,772
|
|
|
|
337,000
|
|
The
deferred revenue arises in respect of one contract signed by the Company in the year ended 31 March 2016 - with Geddes Farming
Company Limited. This is in addition to the two contracts signed by the Company in the six months ended 31 March 2015 - with Aberystwyth
Dairies Limited and with Pannetts Dairies Limited, for the provision of goods over a 20 year term.
Geddes
Farming Company Limited (Geddes)
The
Company signed an offtake agreement with Geddes for the construction of an Anaerobic Digester, to be located on the customer’s
farm, which will process and convert organic waste into products to be sold to Geddes. The effective date of the contract is the
date on which the digester commences production. Geddes paid a deposit on the order of $295,772 to the Company. In accordance
with the offtake agreement this will be recognised upon completion of the digester.
Aberystwyth
Dairies Limited (Aberystwyth)
The
Company signed an offtake agreement with Aberystwyth for the construction of a Anaerobic Digester, to be located on the customer’s
farm, which will process and convert organic waste into products to be sold to Aberystwyth. The effective date of the contract
is the date on which the digester commences production. Aberystwyth paid a deposit on the order of $85,000 to the Company. In
accordance with the offtake agreement this will be recognised upon completion of the digester.
Pannetts
Dairies Limited (Pannetts)
The
Company signed an offtake agreement with Pannetts for the construction of a Anaerobic Digester and Bioreactor to be located on
the customer’s farm, which will process and convert organic waste into products to be sold to Pannetts. The effective date
of the contract is the date on which the digester commences production. Pannetts paid a deposit on the order of $252,000 to the
Company. In accordance with the offtake agreement this will be recognised upon completion of the digester.
Construction
and operation of the Digesters and Bioreactor is expected to occur within the next nine months from balance date and accordingly
the deferred revenue is recorded as a current liability. (2015 non-current)
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
Deferred expenses
comprise:
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Consultancy
Fees
|
|
|
87,407
|
|
|
|
21,595
|
|
Legal
Fees - Deductible
|
|
|
64,272
|
|
|
|
8,120
|
|
Total
deferred expenses
|
|
|
151,679
|
|
|
|
29,715
|
|
Deferred
expenses consists of expenses incurred in relation to the contracts signed with Geddes, Aberystwyth and Pannetts (refer to Note
8: Deferred revenue for further information). In order to ensure matching of revenue and expenses these expenses have been deferred.
|
10.
|
FINANCIAL
INSTRUMENTS - RISK MANAGEMENT
|
The
Company’s operations expose it to various types of risk that are associated with the financial instruments and the markets
in which it operates. The most significant types of financial risk to which the Company is exposed are market risk, credit risk
and liquidity risk.
The
nature and extent of the financial instruments outstanding at the reporting date and the risk management policies employed by
the Company are discussed below.
(a)
Market Risk
Market
risk embodies the potential for both loss and gains and includes currency risk, interest rate risk and price risk. The Companies’
market risks arise from open positions in interest bearing assets to the extent that these are exposed to general & specific
market movements.
(i)
Currency risk
All
financial assets of the Company are denominated in a single currency (New Zealand dollars). As at the reporting date, the Company
is not materially exposed to currencies other than its own functional currency. The Company does not undertake foreign currency
hedging.
(ii)
Interest rate risk
Interest
rate risk is the risk of loss to the Company arising from adverse changes in interest rates. Interest rates on cash and cash equivalents
and term deposits are subject to normal market fluctuations, however as these do not generate significant amounts of interest,
changes in market interest rates do not have a material effect on the Company’s income.
Below
are the weighted average effective interest rates on interest bearing financial instruments:
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
|
|
%
|
|
|
%
|
|
Loans
and receivables - cash and cash equivalents
|
|
|
1.00
|
%
|
|
|
2.80
|
%
|
Loans
and receivables - term deposit
|
|
|
N/A
|
|
|
|
4.60
|
%
|
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
10.
|
FINANCIAL
INSTRUMENTS - RISK MANAGEMENT (continued)
|
Interest
Rate Risk - Repricing Analysis
|
|
As
at
|
|
|
As
at
|
|
Fixed
Rate Instruments
|
|
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
Loans
and receivables - term deposit
|
|
|
|
|
|
|
|
|
0
- 12 months
|
|
|
-
|
|
|
|
-
|
|
1
- 2 years
|
|
|
-
|
|
|
|
250,000
|
|
2
- 3 years
|
|
|
-
|
|
|
|
-
|
|
3
- 5 years
|
|
|
-
|
|
|
|
-
|
|
5
+ years
|
|
|
-
|
|
|
|
-
|
|
Total
fixed rate instruments
|
|
|
-
|
|
|
|
250,000
|
|
Fixed
Rate Instruments
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
|
|
%
|
|
|
%
|
|
Loans
and receivables - term deposit
|
|
|
|
|
|
|
|
|
0
- 12 months
|
|
|
-
|
|
|
|
-
|
|
1
- 2 years
|
|
|
-
|
|
|
|
4.60
|
%
|
2
- 3 years
|
|
|
-
|
|
|
|
-
|
|
3
- 5 years
|
|
|
-
|
|
|
|
-
|
|
5
+ years
|
|
|
-
|
|
|
|
-
|
|
(iii)
Price Risk
Price
risk is the risk that the value of the instruments will fluctuate as a result of changes in market prices not related to interest
rate risk or currency risk, whether those changes are caused by factors specific to an individual investment, its issuer or factors
affecting all instruments traded in the market.
As
at 31 March 2016 the Company does not hold any financial instruments subject to price risk.
(b)
Credit Risk
Credit
risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has
entered into with the Company. The exposure to credit risk is monitored on an on-going basis.
The
Company has the following financial instruments which are exposed to credit risk:
(i)
cash and cash equivalents
(ii)
trade and other receivables
(iii)
term deposit
The
Company monitors the credit quality of the counterparties on a regular basis.
The
carrying amount of the financial instruments represents the Company’s maximum credit exposure.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
10.
|
FINANCIAL
INSTRUMENTS - RISK MANAGEMENT (continued)
|
Name
of counterparty
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
Counterparties
with external credit rating (Standard & Poor’s)
|
|
|
|
|
|
|
|
|
Bank
of New Zealand - cash and cash equivalents
|
|
|
110,091
|
|
|
|
21,063
|
|
Bank
of New Zealand - term deposit
|
|
|
-
|
|
|
|
250,000
|
|
Trade
and other receivables - accrued interest on term deposit
|
|
|
-
|
|
|
|
1,796
|
|
Kiwibank
Limited - cash and cash equivalents
|
|
|
8,506
|
|
|
|
10,635
|
|
Counterparties
without external credit rating
|
|
|
|
|
|
|
|
|
Loans
to related parties
|
|
|
108,872
|
|
|
|
21,401
|
|
Total
|
|
|
227,470
|
|
|
|
304,894
|
|
Counterparties
with external credit rating (Standard & Poor’s)
|
Credit
rating
|
Bank
of New Zealand
|
AA-
|
Kiwibank
Limited
|
A+
|
(b)
Credit Risk (continued)
|
|
As
at
|
|
|
As
at
|
|
Maximum
credit exposures
|
|
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
Cash
and cash equivalents
|
|
|
118,598
|
|
|
|
31,698
|
|
Trade
and other receivables
|
|
|
176,322
|
|
|
|
24,767
|
|
Term
deposit
|
|
|
-
|
|
|
|
250,000
|
|
Total
maximum credit exposure
|
|
|
294,920
|
|
|
|
306,465
|
|
Financial
assets that are past due or impaired
The
Company has reviewed each class of financial asset shown on the Statement of Financial Position and notes the following:
Cash
and cash equivalent
s -
all cash and cash equivalent balances are recorded at amortised cost, and there are no past due
or impaired assets.
Trade
and other receivables
-
all trade and other receivables are recorded at amortised cost. Interest accrued on the term deposit
was received within three months of year end. Loans to related parties are past due but not impaired.
Term
deposit
-
the term deposit balance is recorded at amortised cost, and there are no past due or impaired assets.
The
carrying value of all financial assets approximates the fair value of these assets.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
10.
|
FINANCIAL
INSTRUMENTS - RISK MANAGEMENT (continued)
|
(c)
Liquidity Risk
Liquidity
risk (or funding risk) is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with
financial instruments. Liquidity risk may result from an inability to sell financial assets quickly at close to their fair value.
The
Company’s investments in cash and cash equivalents are readily realisable and generally settle within 1 day to ensure liabilities
can be met.
Maturity
Analysis for Financial Liabilities
The
Company’s financial liabilities have the following remaining contractual maturities:
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
On
demand
|
|
|
-
|
|
|
|
-
|
|
Not
later than one month
|
|
|
-
|
|
|
|
11,838
|
|
Later
than one month and not later than three months
|
|
|
-
|
|
|
|
-
|
|
Later
than three months and not later than one year
|
|
|
54,368
|
|
|
|
-
|
|
Later
than one year and not later than five years
|
|
|
-
|
|
|
|
-
|
|
Later
than five years
|
|
|
-
|
|
|
|
-
|
|
Total
financial liabilities
|
|
|
54,368
|
|
|
|
11,838
|
|
Maturity
Analysis for Financial Liabilities (continued)
Later
than three months and not later than one year
Trade
and other payables are to be settled within the next financial year.
Market
Risk - Sensitivity Analysis
The
following tables summarise the sensitivity of the Company’s financial assets and liabilities to interest rate risk.
Based
on historical movements and volatilities in the New Zealand economy, and management’s knowledge and experience of financial
markets, the Company believes the following assumptions are “reasonably possible” over a 12 month period:
*
A shift of + 0.25% / - 0.25% in the market interest rates from the respective reporting date interest rates disclosure in the
Interest Rate Risk section of Note 10.
If
these assumptions were to occur, the impact on the net profit before tax (on the face of the Statement of Profit or Loss and Other
Comprehensive Income) for each category of financial instrument held at the reporting dates are detailed below.
The
aforementioned assumptions, used in the compilation of the sensitivity analysis, are consistent with the assumptions used internally
by the management personnel of the Company for budgeting and planning purposes and the development of a financial risk management
strategy.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
10.
|
FINANCIAL
INSTRUMENTS (continued)
|
The
following tables set of the impact of:
1)
A change in interest rates on the Company’s profit/(loss) i.e. net profit/(loss) before taxation
As
at 31 March 2016
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
Amt
|
|
|
|
|
|
|
|
|
|
(NZD$)
|
|
|
Interest
Rate Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0.25%
|
|
|
+0.25%
|
|
Financial
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
118,598
|
|
|
|
(296
|
)
|
|
|
296
|
|
Trade
and other receivables
|
|
|
176,322
|
|
|
|
(441
|
)
|
|
|
441
|
|
Term
deposit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
financial assets
|
|
|
294,920
|
|
|
|
(737
|
)
|
|
|
737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Increase / (decrease)
|
|
|
|
|
|
|
(737
|
)
|
|
|
737
|
|
As
at 31 March 2015
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
Amt
|
|
|
|
|
|
|
|
|
|
(NZD$)
|
|
|
Interest
Rate Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0.25%
|
|
|
+0.25%
|
|
Financial
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
31,698
|
|
|
|
(79
|
)
|
|
|
79
|
|
Trade
and other receivables
|
|
|
24,767
|
|
|
|
(62
|
)
|
|
|
62
|
|
Term
deposit
|
|
|
250,000
|
|
|
|
(625
|
)
|
|
|
625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
financial assets
|
|
|
306,465
|
|
|
|
(766
|
)
|
|
|
766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Increase / (decrease)
|
|
|
|
|
|
|
(766
|
)
|
|
|
766
|
|
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
11.
|
FAIR
VALUE MEASUREMENTS
|
Fair
value measurement principles
The
fair value of financial assets and liabilities must be estimated for recognition and measurement and for disclosure purposes.
When
preparing the financial statements for the year ending 31 March 2016, the Company has adopted
NZ IFRS 13 Fair Value Measurement
which requires disclosure of fair value measurements by level of the following fair value hierarchy:
a)
quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1)
b)
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices) (Level 2), and
c)
inputs for the assets or liability that are not based on observable market data (unobservable inputs) (Level 3).
The
Company does not have any financial instruments which are recognised at fair value at reporting date.
Assets
and liabilities not carried at fair value but for which fair value is disclosed
The
following table analyses within the fair value hierarchy the Company’s assets and liabiliites (by class) not measured at
fair value but for which fair value is disclosed.
31
March 2016
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
and receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Cash and cash equivalents
|
|
|
118,598
|
|
|
|
-
|
|
|
|
-
|
|
|
|
118,598
|
|
-
Term deposit
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
-
Trade and other receivables
|
|
|
-
|
|
|
|
-
|
|
|
|
176,322
|
|
|
|
176,322
|
|
Total
|
|
|
118,598
|
|
|
|
-
|
|
|
|
176,322
|
|
|
|
294,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
and other payables
|
|
|
-
|
|
|
|
-
|
|
|
|
54,368
|
|
|
|
54,368
|
|
Total
|
|
|
-
|
|
|
|
-
|
|
|
|
54,368
|
|
|
|
54,368
|
|
31
March 2015
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
and receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Cash and cash equivalents
|
|
|
31,698
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,698
|
|
-
Term deposit
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
-
Trade and other receivables
|
|
|
-
|
|
|
|
-
|
|
|
|
24,767
|
|
|
|
24,767
|
|
Total
|
|
|
281,698
|
|
|
|
-
|
|
|
|
24,767
|
|
|
|
306,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
and other payables
|
|
|
-
|
|
|
|
-
|
|
|
|
11,838
|
|
|
|
11,838
|
|
Total
|
|
|
-
|
|
|
|
-
|
|
|
|
11,838
|
|
|
|
11,838
|
|
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
11.
|
FAIR
VALUE MEASUREMENTS (continued)
|
There
were no transfers between levels during the period.
The
assets and liabilities in the above table are carried at amortised cost; their carrying values are a reasonable approximation
of fair value.
Loans
and receivables include contractual amounts for settlement of trades and other obligations due to the Company. Trade and other
payables represent contractual amounts and other obligations due by the Company.
|
12.
|
PROPERTY,
PLANT AND EQUIPMENT
|
|
|
Plant
and
|
|
|
Total
|
|
|
|
Equipment
|
|
|
Equipment
|
|
31
March 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as
at 1 April 2015
|
|
|
-
|
|
|
|
-
|
|
Additions
|
|
|
4,862
|
|
|
|
4,862
|
|
Accumulated
depreciation and Impairment
|
|
|
(1,823
|
)
|
|
|
(1,823
|
)
|
Carrying
value as at 31 March 2016
|
|
|
3,039
|
|
|
|
3,039
|
|
|
|
|
|
|
|
|
|
|
Current
year depreciation
|
|
|
|
|
|
|
|
|
|
|
|
(1,823
|
)
|
|
|
(1,823
|
)
|
31
March 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as
at 1 April 2014
|
|
|
-
|
|
|
|
-
|
|
Additions
|
|
|
-
|
|
|
|
-
|
|
Accumulated
depreciation and Impairment
|
|
|
-
|
|
|
|
-
|
|
Carrying
value as at 31 March 2015
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Current
year depreciation
|
|
|
-
|
|
|
|
-
|
|
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
13.
|
RELATED
PARTY TRANSACTIONS
|
The
Company is controlled by Coeus Limited (incorporated in New Zealand), which owns 100% of the Company’s shares. The Company’s
ultimate controlling party is Mr. William Mook.
During
the year the Company entered into the following transactions with related parties:
|
|
|
|
|
For
the six
|
|
|
|
For
the year
|
|
|
months
ended
|
|
|
|
ended
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Material
transactions with related parties were:
|
|
|
|
|
|
|
|
|
Loans
advanced to Coeus Limited
|
|
|
80,732
|
|
|
|
22,532
|
|
Interest
received on loan to Coeus Limited
|
|
|
5,168
|
|
|
|
440
|
|
Total
transactions with related parties
|
|
|
85,901
|
|
|
|
22,972
|
|
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Material
amounts owing from related parties were:
|
|
|
|
|
|
|
Loans
advanced - Coeus Limited
|
|
|
108,872
|
|
|
|
22,972
|
|
Total
amounts owing from related parties
|
|
|
108,872
|
|
|
|
22,972
|
|
The
loans to Coeus Limited are repayable on demand and carry interest at 6.70% p.a.
There
is an Intellectual Property Assignment between Zeecol Limited and Coeus Limited that contain performance requirements.
|
14.
|
TRADE
AND OTHER RECEIVABLES
|
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
Trade and
other receivables comprise:
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Trade
receivables - interest accrued on term deposit
|
|
|
-
|
|
|
|
1,796
|
|
Trade
receivables - debtors
|
|
|
67,450
|
|
|
|
-
|
|
Loans
to related parties (note 13)
|
|
|
108,872
|
|
|
|
22,972
|
|
Total
trade and other receivables
|
|
|
176,322
|
|
|
|
24,767
|
|
|
15.
|
WORK
IN PROGRESS - DIGESTERS
|
|
|
|
|
|
For
the six
|
|
|
|
For
the year
|
|
|
months
ended
|
|
|
|
ended
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Work
in progress- Digesters
|
|
|
65,882
|
|
|
|
47,244
|
|
Total
work in progress - digesters
|
|
|
65,882
|
|
|
|
47,244
|
|
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
15.
|
WORK
IN PROGRESS - DIGESTERS (continued)
|
Work
in progress consists of development costs incurred in relation to the construction of Anaerobic Digesters in respect of three
contracts signed by the Company - with Geddes Farming Company Limited, Aberystwyth Dairies Limited and with Pannett’s Dairies
Limited, for the sale of goods (refer note 8).
The
Digesters were still being constructed as at 31 March 2016, and accordingly no depreciation has been recorded as they are not
yet available for use.
The
contracts entered into between Zeecol Limited and Geddes Farming Company Limited, Aberystwyth Dairies Limited and Pannett’s
Dairies Limited are subject to substantial deposits by those three entities.
These
contracts comprise the provision of facilities to Geddes, Aberystwyth and Pannett’s Dairies to process all their farm waste,
these facilities to be constructed at the respective farms but Zeecol will build, own and operate such facilities at these locations.
Such
deposits are subject to “Off Take Agreements” whereby these funds are held in trust by the Bank. These funds are released
to Zeecol Limited according to the degree of work undertaken for each contract and are subject to the scrutiny and acceptance
by Geddes, Aberystwyth and Pannett’s.
The
technology has been licensed to Zeecol Limited by Coeus Limited to build, own and operate these facilities on respective client
farms.
|
16.
|
TRADE
AND OTHER PAYABLES
|
|
|
As
at
|
|
|
As
at
|
|
|
|
31/03/16
|
|
|
31/3/15
|
|
Trade and
other payables comprise:
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
15,059
|
|
|
|
11,838
|
|
Accruals
|
|
|
39,309
|
|
|
|
-
|
|
Total
trade payables
|
|
|
54,368
|
|
|
|
11,838
|
|
Trade
payables are to be settled within the next financial year.
Share
capital
As
at 31 March 2016, share capital comprised 1,000,000 authorised and issued ordinary shares. All issued shares are unpaid, and have
no par value.
As
at 31 March 2015, share capital comprised 1,000,000 authorised and issued ordinary shares. All issued shares are unpaid, and have
no par value.
The
holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share
at meetings of the Company, and rank equally with regard to the Company’s residual assets.
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
18.
|
RECONCILIATION
OF NET CASH FLOW FROM OPERATING ACTIVITIES WITH NET PROFIT AFTER TAXATION
|
|
|
|
|
|
For
the six
|
|
|
|
For
the year
|
|
|
months
ended
|
|
|
|
ended
31/03/16
|
|
|
31/3/15
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Net
profit/(loss) after taxation
|
|
|
(173,739
|
)
|
|
|
(93,933
|
)
|
|
|
|
|
|
|
|
|
|
Movements
in working capital items:
|
|
|
|
|
|
|
|
|
(Increase)
in trade and other receivables
|
|
|
(70,822
|
)
|
|
|
(2,235
|
)
|
(Increase)
in deferred expenses
|
|
|
(121,964
|
)
|
|
|
(29,715
|
)
|
(Increase)
in income tax receivable
|
|
|
(291
|
)
|
|
|
(1,228
|
)
|
Increase
in deferred tax liability
|
|
|
4,940
|
|
|
|
83,796
|
|
(Decrease)
/ Increase in GST payable
|
|
|
(37,115
|
)
|
|
|
45,951
|
|
Increase
in trade and other payables
|
|
|
42,530
|
|
|
|
11,838
|
|
Increase
in depreciation
|
|
|
1,823
|
|
|
|
-
|
|
Increase
in deferred revenue
|
|
|
295,772
|
|
|
|
337,000
|
|
|
|
|
114,872
|
|
|
|
445,407
|
|
Net
Cash Flows from Operating Activities
|
|
|
(58,867
|
)
|
|
|
351,474
|
|
|
19.
|
CONTINGENT
LIABILITIES
|
(a)
Pursuant to a consulting agreement signed between the Company and Loomac Management Limited (Loomac), the Company agreed to engage
Loomac to assist in getting the Company listed and trading on the Canadian Securities Exchange (CSE) in Canada and to assist in
completing financings for a period of three years following listing. As consideration for these services, the Company made a cash
payment to Loomac and agreed to issue a portion of shares of the resulting public company to Loomac.
(b)
The Company has sales commission agreements with its sales representatives. The sales commission payable is 2% of the capital
expenditure cost incurred in relation to sales contracts originated by the sales representative.
All
commissions are contingent on the Company listing on the Canadian Stock Exchange and obtaining financing.
Subject
to successful listing and obtaining financing, the Company is committed to building the Anaerobic Digesters and surrounding facilities
on the farms in respect of the following customers:
(a)
Aberystwyth Dairies Limited
(b)
Pannetts Dairies Limited
(c)
Geddes Farming Company Limited
Zeecol
Limited
|
|
|
NOTES
TO THE FINANCIAL STATEMENTS
|
FOR
THE YEAR ENDED 31 MARCH 2016
|
|
21.
|
JUDGEMENTS
AND ESTIMATES MADE BY THE COMPANY IN THE PREPARATION OF THESE FINANCIAL STATEMENTS
|
*Classification
of financial assets
- the Company has reviewed the substance and nature of the financial assets carried, the obligations and
rewards associated with holding those assets, and the implications of classifying an asset(s) in one category and then ‘tainting’
that category for future periods, should a change be made to the intention or operation of an asset(s) within that category. The
Company believes that the current classifications best reflect the operational characteristics of the financial assets held.
*Classification
of financial liabilities
- the Company completed a review of the sub-categories of financial liabilities carried on the Statement
of Financial Position. The Company believes that it has been as transparent as possible as to whom the financial liability obligations
relate.
*Compilation
of sensitivity analysis
- the assumptions used in the modelling exercise have been based on what the Company considers as
“reasonably possible”.
At
the reporting date, the Company has no other significant estimates or assumptions that have significant risk of causing a material
adjustment to the carrying amounts of the assets and liabilities within the next financial year.
Deferred
Legal fees payable at balance date were believed to relate to the parent company, Coeus Ltd, but had been invoiced to Zeecol Ltd.
These invoices have since been credited after balance date and re-issued to the parent company, however at balance date were due
for payment by Zeecol Ltd.
ZEE
COL LTD
INDEX
1
.
|
COMPILATION
REPORT
|
|
|
2.
|
STATEMENT
OF INCOME
|
|
|
3.
|
STATEMENT
OF CHANGES IN EQUITY
|
|
|
4.
|
STATEMENT
OF FINANCIAL POSITION
|
|
|
5.
|
NOTES
TO FINANCIAL STATEMENTS
|
COMPILATION
REPORT
|
ZEECOL
LTD
|
For
the nine months period ended 3l” December 2016
Compilation
Report
TO:
The Director/s
Scope:
On
the basis of information supplied these accounts have been compiled as a Special Purpose report for internal management purposes
only.
Auditing:
These
accounts have not been audited.
Disclaimer
As
mentioned earlier in our report, we have compiled the financial information based on information provided to us. No liability
express or implied is conceded to any lliird parties whatsoever.
ZEECOL
LIMITED
STATEMENT
OF OTHER COMPREHENSIVE INCOME
For the nine months ended 31st December 2016
|
|
NZ$
2016
|
|
|
2015
|
|
Other
Income
|
|
|
|
|
|
|
|
|
Interest
Received
|
|
|
2,671
|
|
|
|
4,367
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
Accountancy
Fees
|
|
|
11,627
|
|
|
|
14,585
|
|
Legal
Fees
|
|
|
349
|
|
|
|
|
|
Advertising
|
|
|
3,667
|
|
|
|
12,027
|
|
Agents
Expenses
|
|
|
|
|
|
|
10,577
|
|
Audit
Fee
|
|
|
4,025
|
|
|
|
2,550
|
|
Fundraising
Expenses
|
|
|
343,640
|
|
|
|
|
|
Bank
Fees and Charges
|
|
|
486
|
|
|
|
451
|
|
Book-keeping
|
|
|
2,522
|
|
|
|
450
|
|
Consultancy
Fees
|
|
|
8,696
|
|
|
|
|
|
Depreciation
|
|
|
1,955
|
|
|
|
1,161
|
|
Entertainment
|
|
|
|
|
|
|
|
|
Fuel
|
|
|
597
|
|
|
|
1,537
|
|
Interest
- Bank Overdraft
|
|
|
|
|
|
|
772
|
|
Licences
& Fees
|
|
|
43
|
|
|
|
3,002
|
|
Light,Heat
& Power
|
|
|
1,500
|
|
|
|
647
|
|
Motor
Vehicle Expenses
|
|
|
140
|
|
|
|
390
|
|
Office
Expenses
|
|
|
3,829
|
|
|
|
|
|
Computer
Expenses
|
|
|
405
|
|
|
|
|
|
Other
Non Deductible Expenses
|
|
|
|
|
|
|
12,635
|
|
Printing
& Stationery
|
|
|
1,754
|
|
|
|
3,299
|
|
Postages
|
|
|
28
|
|
|
|
|
|
Protective
Clothing
|
|
|
|
|
|
|
19
|
|
Purchases
|
|
|
|
|
|
|
385
|
|
Rent
- Office
|
|
|
27,822
|
|
|
|
27,495
|
|
Rent
- Warehouse
|
|
|
29,299
|
|
|
|
20,979
|
|
Staff
Training Expenses
|
|
|
|
|
|
|
9,217
|
|
Subscriptions
|
|
|
2,152
|
|
|
|
766
|
|
Telephone
& Internet
|
|
|
4,673
|
|
|
|
2,530
|
|
Internet
Marketing Fees
|
|
|
15,387
|
|
|
|
|
|
Travel
|
|
|
6,375
|
|
|
|
11,361
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Expenses
|
|
|
470,971
|
|
|
|
136,835
|
|
|
|
|
|
|
|
|
|
|
Nett
profit (loss) before taxation
|
|
|
-468,300
|
|
|
|
-132,468
|
|
|
|
|
|
|
|
|
|
|
Taxation
Expenses NOTE 2
|
|
|
-179,325
|
|
|
|
21,291
|
|
|
|
|
|
|
|
|
|
|
Net
profit (loss) for the period after taxation attributable to the owners of the company
|
|
|
-288,975
|
|
|
|
-153,759
|
|
ZEECOL
LIMITED
STATEMENT
OF CHANGES IN EQUITY
FOR
THE NINE MONTHS ENDED 31 DECEMBER 2016
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Total
Comprehensive Income for the period
|
|
|
-388975
|
|
|
|
-153759
|
|
Net
profit/loss after taxation
|
|
|
|
|
|
|
|
|
Other
comprehensive income
|
|
|
|
|
|
|
|
|
TOTAL
COMPREHENSIVE INCOME FOR THE PERIOD
|
|
|
-288975
|
|
|
|
•153759
|
|
|
|
|
|
|
|
|
|
|
Transactions
with owners of the company in capacity as owners
|
|
|
|
|
|
|
|
|
Issue of ordinary
shares
|
|
|
|
|
|
|
|
|
Total
transactions with the owners of the company
|
|
|
|
|
|
|
|
|
Opening balance
of equity 1 April 2016
|
|
|
-277387
|
|
|
|
-93933
|
|
Closing
balance of equity 31 December 2016
|
|
|
-566362
|
|
|
|
-247692
|
|
|
|
|
|
|
|
|
|
|
ZEECOL
LIMITED
STATEMENT
OF FINANCIAL POSITION
AS
AT 31ST DECEMBER 2016
|
|
|
|
2016
|
|
|
2015
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Cash
& Cash Equivalents
|
|
|
|
|
83693
|
|
|
|
104406
|
|
Deferred
Expenses
|
|
|
|
|
151679
|
|
|
|
129616
|
|
Income
Tax Receivable
|
|
NOTE
3
|
|
|
190
|
|
|
|
2647
|
|
Trade
& Other Receivables
|
|
NOTE
1
|
|
|
67450
|
|
|
|
227240
|
|
Loans
Coesus Ltd
|
|
NOTE
4
|
|
|
136036
|
|
|
|
|
|
GST
Receivable
|
|
|
|
|
982
|
|
|
|
|
|
TOTAL
CURRENT ASSETS
|
|
|
|
|
440030
|
|
|
|
463909
|
|
NON
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
Work
in progress
|
|
|
|
|
629567
|
|
|
|
64282
|
|
Property
Plant
|
|
NOTE
lc
|
|
|
14107
|
|
|
|
3701
|
|
Loans
and Receivabless
|
|
|
|
|
|
|
|
|
0
|
|
Deferred
Tax Asset
|
|
NOTE
2
|
|
|
80873
|
|
|
|
|
|
TOTAL
NON CURRENT ASSETS
|
|
|
|
|
724547
|
|
|
|
67983
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
|
|
1164577
|
|
|
|
531892
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
Trade
and other payables
|
|
|
|
|
598167
|
|
|
|
30158
|
|
GST
Payable
|
|
|
|
|
|
|
|
|
11567
|
|
TOTAL
CURRENT LIABILITIES
|
|
|
|
|
598167
|
|
|
|
41725
|
|
NON
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
Deferred
Revenue
|
|
|
|
|
632772
|
|
|
|
632772
|
|
Investors
Convertible Stock Investments
|
|
NOTE
4
|
|
|
500000
|
|
|
|
|
|
TOTAL
NON CURRENT LIABILITIES
|
|
|
|
|
1132772
|
|
|
|
632772
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
|
|
1730939
|
|
|
|
674497
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
|
Share Capital
|
|
|
|
|
0
|
|
|
|
0
|
|
Retained
Earnings
|
|
|
|
|
-566362
|
|
|
|
-247692
|
|
TOTAL
EQUITY
|
|
|
|
|
-566362
|
|
|
|
-247692
|
|
TOTAL
LIABILITIES AND EQUITY
|
|
|
|
|
1164577
|
|
|
|
426805
|
|
Zeecol
Limited
Notes
to and forming part of the Financial Statements For the 9 Months Ended 31 December 2016
1.
Statement of Accounting Policies
Reporting
Entity
Zeecol
Limited
i3arampanyirx
»rporatedintewZ
These
financial statements have not been prepared for external use. They are prepared for management purposes only and should not be
relied on for any olher purpose. They are therefore defined
33
special purpose reports.
Statement
of Compliance and Basis of Preparation
The
financial statements have been prepared in accordance with the policies outlined below under Specific Accounting Policies.
The
accounting principles recognised as appropriate for Ihe measurement and reporting of the Statement of Financial Performance and
Statement of Financial Position on a historical cost
basi3
ate followed by the cornpany, unless otherwise stated in the
Specific Accounting Policies.
The
information is presented in New Zealand dollars. All values are rounded to me nearest dollar.
Going
Concern
The
company is dependent upon Ihe continued support of its lenders including shareholder advances. The going concern basis assumes
confirmed support of these parties m following financial periods. The director in determining that ihe financial statements be
prepared on a going concern basis has taken into account events subsequent to balance date.
Specific
Accounting Policies
The
following specific accounting policies which materially affect the measurement of the Statemenl of Financial Performance and Statement
of Financial Position have been applied:
(a)
Revenue Recognita!
Revenue
13 recognised when the significant risks and rewards of ownership have been transferred to the buyer and it
19
probable
Ihe company will receive the previously agreed upon payment.
Deposits
received in advance from customers in anticipation of the future sale of goods are recognised as revenue only when the above criteria
has been met. Until that time they are carried as deferred revenue.
(b)
Trade Recervattes
Trade
Receivables are recognised at estimated realisable value.
(c)
Property, Rant & Equipment
Property,
Plant and Equipment are recognised at cost less aggregate depreciation. Depredation has been calculated using Ihe maximum rates
permitted by the Income Tax Act 2007. Gains and losses on disposal of fixed assets are taken into account in determining Ihe operating
result for the year. The principal rates of depreciation are:
Property
Improvements - At cost
|
|
|
4-24%
DV
|
|
Rant
& Equipment
|
|
|
10-80.4*
DV
|
|
Motor
Vehicles
|
|
|
13
- 30% DV
|
|
Furniture
& Fittings
|
|
|
15.6-30%
DV
|
|
Office
Equpment
|
|
|
15.6-80.4%
|
|
Zeecol
Limited
Notes
to and forming part of the Financial Statements (continued) For the 9 Months Ended 31 December 2016
(d)
Income Tax
Income
tax is accounted for using the taxes payable method. The income lax expense recognised in the Statement of Financial Performance
is the estimated income tax payable in me current year, adjusled for any differences between the estimated and actual income tax
payable in prior years.
Deferred
income tax is provided, using the comprehensive balance sheet liability method, providing for temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements as per NZIAS12 The deferred income
tax is not accounted tor if it arises from initial recognition of an asset or liability in a transaction that at the time of the
transaction affects neither accounting nor taxable profit/loss. Deferred income fax is provided for using fax rates expected to
apply in the period of settlement, based on tax rates enacted or substantively enacted at balance date. The carrying amount of
deferred tax asseb is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to altow all or part of the deferred income tax asset to be utilised.
(e)
Goods and Services Taxation (GST)
Revenues
and expenses have been recognised in the financial statements exclusive of GST except that irrecoverable GST input tax has been
recognised in association with the expense to which it relates. All items in the Statement of Financial Position are stated exclusive
of GST except for receivables and payables which are stated inclusive of GST.
(f)
Changes in Accounting Policies
There
have been no changes in accounting policies. All policies have been applied on a basis consistent with those from previousfinancial
statements.
2.
Tax
Reconciliation
|
|
9
Months to 31 December 20169 Months to
|
|
|
9
Months to 31 December 2015
1
2
|
|
9
Months to I 31 December 1 2015 I
|
|
$
|
|
|
$
|
|
Deficit
before Income Tax
|
|
|
(468.300
|
)
|
|
|
(132,468
|
)
|
Permanent
Differences
|
|
|
|
|
|
|
|
|
Fundraiaing
Expenses not Deductible
|
|
|
343,640
|
|
|
|
-
|
|
Other
Non Deductible Expenses
|
|
|
-
|
|
|
|
12,635
|
|
Total
Permanent Differences
|
|
|
343,640
|
|
|
|
12,635
|
|
Tax
Losses brought Forward 1 April
|
|
|
(164,175
|
)
|
|
|
(8.012
|
)
|
Timing
Differences
|
|
|
-
|
|
|
|
-
|
|
Total
Timing Differences
|
|
|
(164,175
|
)
|
|
|
(8,012
|
)
|
Taxable
Profit for Income Tax Purposes
|
|
|
(288,835
|
)
|
|
|
(140,480
|
)
|
Income
Tax Payable at 28c
|
|
|
-
|
|
|
|
-
|
|
Deferred
Tax Movement
|
|
|
179,325
|
|
|
|
(21,291
|
)
|
Tax
Expense for the period
|
|
|
179,325
|
|
|
|
(21.291
|
)
|
Deferred
Tax
|
|
|
|
|
|
|
|
|
Opening
Balance
|
|
|
(98,452
|
)
|
|
|
(83,796
|
)
|
Movement
for the Period
|
|
|
179,325
|
|
|
|
(21,291
|
)
|
Closing
Balance
|
|
|
80,873
|
|
|
|
(105,087
|
)
|
Zeecol
Limited
Notes
to and forming part of the Financial Statements (continued)
For
the 9 Months Ended 31 December2016
|
|
|
|
|
|
|
3.
Income Tax Receivable
|
|
2016
|
|
|
2015
|
|
|
|
|
$
|
|
|
|
$
|
|
Opening
Balance
|
|
|
2,647
|
|
|
|
1.424
|
|
Less:
|
|
|
|
|
|
|
|
|
Refmd
Received
|
|
|
(3.204
|
)
|
|
|
-
|
|
Plus:
|
|
|
|
|
|
|
|
|
Interest
R’AT Received
|
|
|
747
|
|
|
|
1,223
|
|
Income
Tax (Receivable)
|
|
|
190
|
|
|
|
2,647
|
|
|
|
|
|
|
|
|
|
|
4.
Related Parties
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
Loan
- to Coe3us Limited
|
|
|
136,036
|
|
|
|
|
|
Coeus
Limited is considered a related party of Zeecol Limited due to common ownership. Advances have been made during the year between
the two companies. No interest Is charged on Ihis loan as they are part of a wholly-owned group.
|
|
|
|
|
|
|
|
|
Total
Receivables from Related Parties
|
|
1
|
136,036
|
|
|
|
-
|
|
Investors
Convertible Stock
|
|
|
500,000
|
|
|
|
|
|
The
loans can convert at 1:1 on demand of the note holder No interest Is payable.
|
|
|
|
|
|
|
|
|
Total
Payables to Related Parties
|
|
1
|
500,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
5.
These financial statements have not been audited.
|
|
|
|
|
|
|
|
|
PKF
Goldsmith Fox Audit
Chartered
Accountants
INDEPENDENT
ASSURANCE PRACTITIONER’S REVIEW REPORT
To the Shareholders of Zeecol Limited
We
have reviewed the accompanying financial statements of Zeecol Limited, which comprise the statement of financial position as at
31 December 2016, the statement of changes in equity and the statement of financial performance for the 9 months then ended, and
a summary of significant accounting policies and other explanatory information.
Director’s
Responsibility for the Financial Statements
The
Director is responsible for the preparation and fair presentation of these financial statements in accordance with the company’s
special purpose accounting policies and for such internal control as the Director determines is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
Assurance
Practitioner’s Responsibility
Our
responsibility is to express a conclusion on the accompanying financial statements. We conducted our review in accordance with
International Standard on Review Engagements (New Zealand) (ISRE (NZ)) 2400, Review of Historical Financial Statements Performed
by an Assurance Practitioner who is not the Auditor of the Entity. ISRE (NZ) 2400 requires us to conclude whether anything has
come to our attention that causes us to believe that the financial statements, taken as a whole, are not prepared in all material
respects in accordance with the applicable financial reporting framework. This Standard also requires us to comply with relevant
ethical requirements. A review of financial statements in accordance with ISRE (NZ) 2400 is a limited assurance engagement. The
assurance practitioner performs procedures, primarily consisting of making enquiries of management and others within the entity,
as appropriate, and applying analytical procedures, and evaluates the evidence obtained. The procedures performed in a review
are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing (New
Zealand). Accordingly, we do not express an audit opinion on these financial statements.
Other
than in our capacity as assurance practitioner we have no relationship with, or interests in, Zeecol Limited.
Basis
for Qualified Conclusion
The
financial statements that are subject to our review are for the 9 months ended 31 December 2016. We have not reviewed the comparative
information being the 9 month period to 31 December 2015.
Conclusion
Based
on our review, except for the possible effects of the matter described in the Basis for Qualified Conclusion paragraph, nothing
has come to our attention that causes us to believe that these financial statements do not present fairly, in all material respects,
the financial position of the Zeecol Limited as at 31 December 2016, and of its financial performance for the 9 months then ended,
in accordance with the company’s special purpose accounting policies.
Basis
of Accounting
Without
modifying our conclusion, we draw attention to Note 1, statement of accounting policies to the financial statements, which describes
the basis of accounting. The financial statements have been prepared to provide information to management. As a result, the financial
statements may not be suitable for another purpose.
Our
review was completed on 9 May 2017 and our opinion is expressed at that date.
Christchurch
New
Zealand
|
(c)
|
Pro
forma financial information
|
The
unaudited pro forma condensed combined financial information is set forth in Item 2.01 above, which information is incorporated
herein by reference.
Exhibit
No.
|
|
Description
|
3.1
|
|
Articles
of Amendment to the Articles of Incorporation, as amended, filed with the State of Florida on March 27, 2017, relating to
the Company’s name change to Zeecol International, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s
Form 8-K filed with the SEC on March 29, 2017)
|
3.2*
|
|
Articles
of Amendment to Articles of Incorporation, as amended filed with the State of Florida
on May 12, 2017, relating to the designation of Series A Convertible Preferred Stock
|
10.1
|
|
Promissory
Note, issued to Kwok Leung Lee, dated February 8, 2017 (incorporated by reference to Exhibit 10.1 of the Original Form 8-K)
|
10.2*
|
|
IP
Agreement by and between the Company and William Mook, dated May 12, 2017
|
10.3*
|
|
Form
of Letter of Intent
|
10.4*
|
|
Form
of Offtake Agreement
|
10.5*
|
|
Business
Advisory Agreement between Zeecol Limited, Ceous Limited and Covarrubia & Company, dated April 31, 2016
|
21.1*
|
|
Subsidiaries
of the Company
|
*
Filed herewith