ADVANCED ENGINE COMPONENTS LIMITED ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2011 ABN 67 009 081 770 For personal use only ADVANCED ENGINE COMPONENTS LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2011 Table of Contents Annual Report Corporate Information 1 Directors’ Report 2 Statement of Profit or Loss and Other Comprehensive Income 15 Statement of Financial Position 16 Statement of Changes in Equity 17 Statement of Cash Flows 18 Notes to the Financial Statements 19 Directors’ Declaration 41 Independent Auditors Report 42 Auditor’s Independence Declaration 46 Corporate Governance Statement 47 Additional ASX Information 56 For personal use only ADVANCED ENGINE COMPONENTS LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2011 Corporate Information ASX Code ACE (currently suspended) Directors Mr Faldi Ismail (appointed 5 June 2015) Dr Brendan de Kauwe (appointed 5 June 2015) Mr Nicholas Young (appointed 5 June 2015 and resigned 27 October 2015) Mr Peter Wall (appointed 27 October 2015) Mr Chris Ntoumenopoulos (appointed 27 October 2015) Mr Vivekananthan M.V. Nathan (resigned 9 June 2011) Mr Graham Keys (resigned 5 June 2015) Mr Antony Middleton (resigned 5 June 2015) Mr Kin Wa Pun (Albert) (resigned 5 June 2015) Mr Manharial Bhaichand Gathani Jain (resigned 5 June 2015) Mr Ming Fai (Arnold) Chan (resigned 24 September 2010) Mr Mark Summers and Mr Jack James were appointed as Administrators of the Company on 29 August 2014. On 24 October 2014 Mr Summers and Mr James were appointed as Joint and Several Deed Administrators of the Company. Mr Summers subsequently resigned as Administrator of the Deed leaving Mr James as sole Administrator until the effectuation of the DOCA on 23 September 2015. During this period, the powers of the Company’s officers (including Directors) were suspended and the administrators assumed control of the Company’s business. Company Secretary Company Secretary during Financial Year Ms Shannon Coates (appointed 24 September 2015) Ms Alicia Mitton (resigned 16 December 2014) Registered Office Share Registrar 108 Outram Street Automatic Registry Services West Perth WA 6005 Level 1, 7 Ventnor Avenue Tel: (08) 9486 7244 West Perth WA 6005 Fax: (08) 9463 6373 Tel: 1300 288 664 Auditors (appointed 5 June 2015) Postal Address Ernst & Young PO Box 1974 11 Mounts Bay Road West Perth WA 6872 Perth WA 6000 For personal use only 1 ADVANCED ENGINE COMPONENTS LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2011 Directors’ Report The Directors submit their report on Advanced Engine Components Limited (“ACE” or “the Company”) and the entities it controlled at the end of, or during (the “Group”), the year ended 30 June 2011. Directors The names of the Company Directors in office during the financial year and until the date of this report were as follows. Directors were in office for this entire period unless otherwise stated. Mr Faldi Ismail (appointed 5 June 2015) Dr Brendan de Kauwe (appointed 5 June 2015) Mr Nicholas Young (appointed 5 June 2015 and resigned 27 October 2015) Mr Peter Wall (appointed 27 October 2015) Mr Chris Ntoumenopoulos (appointed 27 October 2015) Mr Vivekananthan M.V. Nathan (resigned 9 June 2011) Mr Graham Keys (resigned 5 June 2015) Mr Antony Middleton (resigned 5 June 2015) Mr Kin Wa Pun (Albert) (resigned 5 June 2015) Mr Manharial Bhaichand Gathani Jain (resigned 5 June 2015) Mr Ming Fai (Arnold) Chan (resigned 24 September 2010) Mr Mark Summers and Mr Jack James were appointed as Administrators of the Company on 29 August 2014. On 24 October 2014 Mr Summers and Mr James were appointed as Joint and Several Deed Administrators of the Company. Mr Summers subsequently resigned as Administrator of the Deed leaving Mr James as sole Administrator until the effectuation of the Deed of Company Arrangement (“DOCA”) on 23 September 2015. From During this period, the powers of the Company’s officers (including Directors) were suspended and the administrators assumed control of the Company’s business. Faldi Ismail (appointed 5 June 2015) Mr Ismail has significant experience working as a corporate advisor specialising in the restructure and recapitalisation of a wide range of ASX- listed companies having many years of investment banking experience covering multiple sectors. He has significant cross-border experience, having advised on numerous overseas transactions including capital raisings, structuring of acquisitions and joint ventures in numerous countries. Mr Ismail is also a Director of dual listed Asiamet Resources Limited, (TSX-V/AIM listed – Ticker Code “ARS”) and additionally is the founder and operator of Otsana Capital, a boutique advisory firm specialising in mergers & acquisitions, reverse takeovers, capital raisings and initial public offerings. Mr Ismail is currently a Non-Executive Director of the following ASX-listed companies: Galicia Energy Corporation Ltd (ASX:GAL), WHL Energy Limited (ASX: WHN), BGD Corporation Limited (ASX:BGD) and Marion Energy Limited (ASX: MAE). Brendan de Kauwe (appointed 5 June 2015) Dr de Kauwe studied a Bachelor of Science and Bachelor of Dental Surgery from the University of Western Australia. He also holds a Post Graduate Diploma in Applied Finance, majoring in Corporate Finance, and is currently completing his Masters in Applied Finance. He is also an ASIC compliant (RG146) Securities Advisor. Dr de Kauwe’s extensive science and bio-medical background with more than 10 years’ experience in the health sector; coupled with his finance backing, gives him an integral understanding in the evaluation of projects over a diverse range of sectors. Dr de Kauwe has held the following ASX listed roles: Executive Chairman – Actinogen Ltd (ASX: ACW); Director – Raya Group Limited (ASX:RYG), Director – Prescient Therapeutics Ltd (ASX: PTX) (Formerly Virax Holdings Ltd); Director – Cossack Energy Ltd. As an advisor with Otsana Capital he has been involved in a number of corporate restructures, capital raisings, and evaluations of a diverse range of assets. Peter Wall (appointed 27 October 2015) Mr Wall is a corporate lawyer and has been a Partner at Steinepreis Paganin (Perth based corporate law firm) since July 2005. Mr Wall graduated from the University of Western Australia in 1998 with a Bachelor of Laws and Bachelor of Commerce (Finance). He has also completed a Masters For personal use only of Applied Finance and Investment with FINSIA. Peter has a wide range of experience in all forms of commercial and corporate law, with a particular focus on technology, equity capital markets and mergers and acquisitions. He also has significant experience in dealing in cross border transactions. Mr Wall has been a director of the following other ASX listed companies: Burleson Energy Ltd (current), GRP Corporation Ltd (current), Dourado Resources NL (current), Phytotech Medical Limited (current), Minbos Resources Limited (current), MyFiziq Limited (current), Activistic Ltd (current), Global Metals Exploration NL (current), Discovery Resources Limited (ceased 8 November 2013), NSL Consolidated Limited (ceased 20 December 2012), BrainChip Holdings Ltd (ceased 4 August 2015). 2 ADVANCED ENGINE COMPONENTS LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2011 Directors’ Report (continued) Chris Ntoumenopoulos (appointed 27 October 2015) Mr Ntoumenopoulos is a partner at CPS Capital, a WA based stockbroking and corporate advisory firm. He has worked in financial markets for the past 12 years, focusing on Capital Raisings, Portfolio Management and Corporate Advisory. Mr Ntoumenopoulos has advised and funded numerous ASX companies from early stage venture capital, through to IPO. He is an executive director of various private companies which span across finance, technology and medical sectors. Mr Ntoumenopoulos has a Bachelor of Commerce degree from the University of WA, majoring in Money and Banking, Investment Finance and Electronic Commerce. Chris is currently a director of ASX listed ResApp Health Limited. Nicholas Young (appointed 5 June 2015 and resigned 27 October 2015) Mr Young holds a Bachelor of Commerce, majoring in Accounting and Finance is, a Chartered Accountant and has completed the Insolvency Education Program at the Australian Restructuring Insolvency and Turnaround Association. Mr Young commenced his career in the Corporate Restructuring division of an accounting firm and has gained valuable experience in Australia and Southern Africa, across a wide range of industries, including mining and exploration, mining services, renewable energy, professional services, manufacturing and transport. Mr Young has been involved in the recapitalisation of various ASX-listed companies. Mr Young has held the following ASX listed roles: Director - BGD Corporation Limited (10 September 2014 to 1 February 2015) and Director - Marion Energy Limited (appointed 28 October 2015 to 5 November 2015). Graham Keys (resigned 5 June 2015) Mr Keys is a former corporate finance partner of Ernst & Young. He has experience as Executive Director, and subsequently Managing Director, of a publicly listed company, as non-executive Chairman of publicly listed companies and as the executive officer of two large private companies. He formed Norvest Corporate Pty Ltd, a specialist corporate advisory firm, in April 2000 and is the current Executive Chairman of that company. He was appointed a Non-executive Director of ACE on 9 May 2003 and Chairman on 19 October 2004. During the past three years, Mr Keys has also served as a director of Brand New Vintage Ltd and Sterling Biofuels International Ltd. Antony