EX-99.1 2 v390035_ex99-1.htm EXHIBIT 99.1

MissionNewEnergyLimitedOneMission:OneEnergy:NewEnergyAnnualReport2014 

 
 

 

Chairman’s Overview

 

Dear Valued Shareholders, on behalf of the Board of Directors, I present to you Mission NewEnergy’s annual report for 2014.

 

Your Board has continued to focus on the ongoing restructure initiated in 2012 as a result of negative market conditions affecting the group’s business model. This restructure primarily includes the sale of the group’s refineries and a restructure of the group’s convertible notes where the Group owes in excess of $25 million. The Board constantly evaluates the opportunities and challenges presenting themselves in order to act in the best interest of stakeholders.

 

As the company moves towards completion of the restructure, your Board is looking for a new strategic direction as opportunities present themselves.

 

Corporate Governance

 

With the challenging business and economic conditions the Board has continued to place a high emphasis on Corporate Governance to ensure appropriate, timely and considered decision making. It continues to be a privilege to be part of an active and cohesive Board during these tough times.

 

We continue to focus on resolving the historic business overhang and look for strategic opportunities to generate shareholder wealth.

 

My heartfelt appreciation and thanks to all our valued employees and management, fellow directors and well-wishers for outstanding contributions and support that we always have come to rely upon time after time. In particular, thanks are noted to our two long standing Directors, Dario Amara and Peter Torre, who retired in July 2014, and we welcome Mohd Azlan bin Mohammed to the Board as we look for new strategic directions for the Group.

 

A very special thanks to all our shareholders, business partners and associates for the support.

 

Datuk Mohamed Zain Bin Mohamed Yusuf

Chairman

 

 
 

 

Group CEO’s Report

 

Dear Valued Shareholders, I am pleased to present the Company’s ninth Annual Report to you.

 

In the past year, management have focussed its attention on continuing with the restructure of the company’s business operations across the group, consolidating its position and improving its balance sheet in readiness for new strategic opportunities for the company. The following significant events have occurred: -

 

1.Divestment of the company’s 100,000 tpa biodiesel refinery in Malaysia for US$11.5 million (approximately A$12.2 million),
2.Restructure of the series III convertible notes to series IV notes whereby the maturity date was extended until 2018. A coupon is accrued from January 2014 with payments only being required after two years,
3.Divestment of the company’s 250,000 tpa biodiesel refinery in Malaysia for US$22.5 million (approximately A$25 million). The completion of condition precedents of the sale agreement are expected to occur at the end of the fourth quarter of 2014. The sale of this refinery is to a joint venture company in which the Group retains a 20% interest,
4.The company’s Indian operations were put under management of an Indian company who specialises in the operation of wind electricity generation. This Indian company also provided a working capital loan, which is secured over the shares of Missions Indian subsidiary. As at the date of this report the loan is in default and we are working with the lender on a settlement arrangement. If we are unable to negotiate a settlement, the lender has the right to enforce their collateral position. If this right is enforced we would have no further business interests in India.
5.Conclusion of a BANI arbitration petition in Indonesia resulting in a US$3.36 million award, and
6.Filing of arbitration statements of claim in Malaysia against the EPCC contractor of the 2nd biodiesel refinery.

 

Future Plans

 

With the restructuring of the company’s business almost completed, management was pleased to announce the sale of the Groups 250,000 tpa refinery into a joint venture company while retaining a 20% stake. The joint venture partners include Felda Global Ventures Downstream Sdn Bhd and Benefuels International Holdings S.A.R.L. This joint venture brings together parties who are leaders in their respective fields of vegetable oil supply and innovative technology to enable Mission’s 250,000 tpa refinery to produce biodiesel from low quality vegetable oils. A significant portion of the proceeds from the sale will be used to retain the 20% stake in the joint venture company, debt reduction and the Group will set aside the sum A$4m in a designated account pursuant to a consent order recorded by the High Court in Malaysia pertaining to the ongoing Malaysian arbitration proceedings between MBSB and its contractor for the 250,000 tpa refinery, KNM Process Systems Sdn Bhd. Any remaining funds will be used for general working capital.

 

In closing, once again my heartfelt thanks to colleagues on the Board for their invaluable guidance and my sincere appreciation to Mission’s dedicated employees who continue to contribute their best during these times. To all our investors, my gratitude for your support in these challenging times.

 

Nathan Mahalingam 

Group Chief Executive Officer

 
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

 

Mission NewEnergy Limited

 

Financial Report for the Year Ended

 

30 June 2014

 

 
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Directors Report  
1. DIRECTORS DETAILS 3
2. MEETINGS OF DIRECTORS 9
3. INSURANCE PREMIUM PAID FOR DIRECTORS AND OFFICERS 9
4. UNISSUED SHARES UNDER OPTION 9
6. REMUNERATION REPORT 10
7. PRINCIPAL ACTIVITIES 17
8. OPERATING AND FINANCIAL REVIEW 17
9. REVIEW OF OPERATIONS 17
10. FINANCIAL POSITION 19
11. DIVIDENDS PAID OR RECOMMENDED 19
12. EVENTS SUBSEQUENT TO REPORTING DATE 20
13. SIGNIFICANT CHANGES IN STATE OF AFFAIRS 20
14. LIKELY DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES 20
15. PROCEEDINGS ON BEHALF OF THE COMPANY 20
16. NON AUDIT SERVICES 21
17. ENVIRONMENTAL REGULATIONS 21
18. THE LEAD AUDITOR’S INDEPENDENCE DECLARATION 21
19. AUDITORS INDEPENDENCE DECLARATION 22
20. FINANCIAL STATEMENTS 23
21. CORPORATE GOVERNANCE REPORT 88

 

2
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

DIRECTORS’ REPORT

 

Your directors present their report on the company and its controlled entities for the year ended 30 June 2014.

 

1.Directors’ details

 

The names of Directors’ in office at any time during or since the end of the year are:

 

Mr Dario Amara Chairman (Independent Non-executive)
    Retired 1 July 2014.
     
Qualifications Bachelor of Engineering with Distinction (Curtin University of Technology).
    Fellow of the Institution of Engineers Australia.
    Chartered Professional Engineer.
     
Experience

Mr Amara is a construction and engineering executive with extensive industry experience and networks gained over 33 plus years in the Australian and international markets, spanning the infrastructure, industrial and property sectors. 

He has successfully operated as CEO for over16 years with: John Holland Asia Limited, GRDMINPROC Limited (now part of AMEC plc), Emerson Stewart Group Limited which he founded and listed on the ASX within 30 months of launching and more recently as CEO of the POSCO-BGC E&C Joint Venture, an initiative to capture Billion Dollar plus resources projects. 

Concurrent with his executive leadership roles he has successfully served as a Project Director or as Project Board Chairman on large and complex projects delivered by a variety of commercial models.

    In addition and on a pro bono basis over 22 years has served on several arts and cultural boards as Chairman and currently serves on the Murdoch University Art Collection Board.
    He is a Civil Engineer with a Bachelor of Engineering (Distinction), a Fellow of the Institute of Engineers Australia, a Chartered Professional Engineer, on the National Professional Engineers register and a registered Building Practitioner and Contractor (Western Australia).
     
Special Responsibilities Mr Amara served as a member of the Audit and Risk Management Committee and Chairman of the Nomination and Remuneration Committee.

 

3
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Directorships held in other listed entities Current Director of Austal Limited (since 16 August 2005). Director of OTOC Ltd until 30 November 2012.
     
Datuk Mohamed Zain Bin Mohamed Yusuf   Director (Independent Non-executive)
     
Qualifications Bachelor of Economics (Hons.) (University of Western Australia)
     
Experience Datuk Zain has over 25 years experience in Shell Malaysia. From 1986 to 1988, he was seconded to Shell International, United Kingdom and worked as Marketing Consultant in Shell UK and Shell Caribbean. Upon his return to Malaysia, he was made Marketing Director of Shell Malaysia. He subsequently served on the Board of Directors of Shell Group Malaysia as Executive Director, with responsibility over a total of 18 group subsidiaries involved in both the upstream and downstream petrochemical business.
    Datuk Zain is a Director of WSA Group of Companies and Chairman of Malacca Securities Sdn Bhd, past chairman of the Malaysian Australia Business Council and served as a Director of Airod Sdn Bhd, NADI Bhd, Faber Group Bhd, PJ Bumi Bhd and as chairman of Confoil (Malaysia) Bhd, a Malaysian - Australian joint venture company in Malaysia.
    Board member since 24 January 2006.
    Appointed Chairman on 1 July 2014.
     
Special Responsibilities Datuk Zain is Chairman of the Audit and Risk Management Committee from 25 June 2009 and a member of the Nomination and Remuneration Committee.

 

Directorships held in other listed entities Chairman of Malacca Securities Sdn Bhd (since November 2000),resigned as a Director from Faber Group Bhd in May 2013.
     
Admiral (Ret) Tan Sri Dato’ Sri Mohd Anwar bin Haji Mohd Nor   Director (Independent Non-executive)
     
Qualifications Master of Science in Engineering Business Management (University of Warwick, U.K)
     
Experience Tan Sri Anwar made history in April 2005 when he became the first naval chief in the Malaysian Armed Forces (MAF) to ascend to its highest military office of the Chief of Defence Force, commanding workforce strength of nearly 130,000. With nearly 40 years of military experience with the Royal Malaysian Navy (RMN) and MAF, he has acquired a massive portfolio of achievements.

 

4
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

    His outstanding performance extends to the academic arena as well inclusive of stints at the Naval Staff College (Rhode Island, USA), Navigation and Direction Course and Principal Warfare Officers Course (HMS DRYAD, United Kingdom). He also holds a Master of Science in Engineering Business Management from the University of Warwick, United Kingdom. Tan Sri Anwar has received numerous commendations, awards and accolades in recognition of his talents, and was bestowed the Panglima Mangku Negara (PMN), which carries the title of Tan Sri, by His Majesty the Yang Di- Pertuan Agong (the King of Malaysia). He has also received distinguished medals from foreign governments such as the Ordre National De La Legion D'Honneur from France and the Command of the Legion of Merit from the US.
    Board member since 25 June 2009.
     
Special Responsibilities Nil
     
Directorships held in other listed entities Chairman of the armed forces fund.
     
Mr Arun Bhatnagar   Director (Independent Non-executive)
    Resigned on 28 February 2014.
     
Qualifications Honours Degree in Economics (St. Stephen’s College, Delhi).
    Joined the Indian Administrative Service (IAS) in 1966.
     
Experience Up to 2009, Mr Bhatnagar was Chairman of the Government of India owned Television and Radio Broadcaster (Prasar Bharti) at New Delhi.
    Earlier, he was Secretary, National Advisory Council, New Delhi
    During his long tenure with the Government of India, Mr Bhatnagar served as head (or in very senior positions) in various Ministries, such as Energy, Rural Development, Food and Public Distribution and Personnel and Training. He worked as Minister (Economic) in the Indian High Commission in the U.K. (London) between 1994- 96.

 

5
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719) 

   
    He has served in key positions in the State Government at Bhopal (Madhya Pradesh).
    Board Member from 25 June 2009 to 28 February 2014.
     
Special Responsibilities Nil
     
Directorships held in other listed entities Nil
     
Mr Peter Torre   Director (Independent Non-executive)
    Retired on 1 July 2014.
     
Qualifications Bachelor of Business, Chartered Accountant, an Associate of the Governance Institute of Australia and a Chartered Secretary and a member of the Institute of Company Directors.
     
Experience Mr. Torre is the principal of the corporate advisory firm Torre Corporate which provides corporate secretarial services to a range of listed companies. Prior to establishing Torre Corporate, Mr Torre was a partner and Chairman of the National Corporate Services Committee of an internationally affiliated firm of Chartered Accountants working within its corporate services division for over nine years. Mr. Torre is the Company secretary of several ASX-listed companies, a Director of Mineral Commodities Limited and is one of the founding Directors of the charity organisation, “A Better Life Foundation WA”.
    Board member from 29 September 2010 to 1 July 2014.
     
Special Responsibilities NIL
     
Directorships held in other listed entities Neo Resources Limited (resigned September 2013)
    Mineral Commodities Limited
     
Mr Nathan Mahalingam   Managing Director/Group Chief Executive Officer (Executive)
     
Qualifications Bachelor of Economics (Hons.) (University of Malaya) and MBA (Murdoch University, Western Australia).

 

6
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Experience Mr Mahalingam has over 25 years of management experience in banking and finance, heavy industries and infrastructure development. He has successfully implemented numerous start-up manufacturing operations in Malaysia during his tenure of service with a large Malaysian conglomerate. Between 1995 and 2000, he served as project director in the Westport Group, developers of one of Malaysia's largest privatised port and transhipment facility. Board member since incorporation of the Company (17 November 2005).
     
Performance Rights   Nil
     
Special Responsibilities Managing Director/Group Chief Executive Officer of the company.
     
Directorships held in other listed entities Nil
     
Mr Guy Burnett   Finance Director/Chief Financial Officer (Executive) and Company Secretary.
     
Qualifications Member of the Institute of Chartered Accountants Australia
     
Experience Mr Burnett, a Chartered Accountant, has had an impressive career as a Finance Professional in several large corporations. He first started work as a CA trainee and Audit manager in 1989 after completing a Bachelor of Commerce-Accounting degree at the University of Natal in South Africa. In mid 1996, Mr Burnett joined Umgeni Water, a large corporatised water utility in South Africa, as its Financial Accountant. He was promoted to the position of Financial Controller in mid 1999. He left Umgeni in 2004 to migrate to Western Australia with his family.
    Prior to joining the Company Mr Burnett was Manager: Corporate Accounting & Tax with Western Power. Prior to this Mr Burnett worked as Acting Financial Accountant for Water Corporation and served as a Manager with KPMG where he played a key role in assisting KPMG's clients in rolling out their IFRS accounting implementations. Mr Burnett has also served on the Board of the Sorrento Surf Life Saving Club.
    Board member since 6 April 2009.
     
Directorships held in other listed entities Nil

 

7
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Mr James Garton   Executive Director – Corporate Finance
     
Qualifications Bachelor of Business Administration - Finance, Bachelor of Science – Economics and Master of Applied Finance

 

Experience Mr. Garton has over 15 years experience in corporate finance, working in investment banking. Prior to his current role, James was has been Head of Corporate Finance and Mergers and Acquisitions for Mission since 2008. Mr. Garton joined Mission NewEnergy from U.S. investment bank, FBR Capital Markets, where he was Vice President, Investment Banking. Prior to FBR Capital Markets, he worked in corporate finance and equity capital markets with Australian firm BBY Limited. Before BBY, Mr. Garton worked in private equity with the Australian advisory firm Investment Capital Limited.
     
    Board member since 1 July 2014.
     
Special Responsibilities Nil
     
Directorships held in other listed entities Nil

 

8
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

2.Meetings of Directors

 

During the financial year, 10 meetings of Directors (including Board sub committees) were held.

 

Attendance by each Director during the year were as follows:

 

       Committee Meetings 
       Audit & Risk   Nomination & 
       Management   Remuneration 
   Directors’ Meetings   Committee   Committee 
        A    B    A    B    A    B 
Mr Dario Amara   4    4    4    4    2    2 
                               
Datuk Mohamed Zain Bin Mohamed Yusuf   4    4    4    4    2    2 
                               
Tan Sri Dato’ Sri Mohd Anwar bin Haji Mohd Nor   4    4    4    4    2    2 
                               
Arun Bhatnagar   3    3    3    3    1    1 
                               
Mr Nathan Mahalingam   4    4    -    -    -    - 
                               
Mr Guy Burnett   4    4    -    -    -    - 
                               
Mr Peter Torre   4    4    4    4    2    2 

 

A Number eligible to attend B Number attended

 

3.Insurance premium paid for Directors and Officers

 

The Company has paid an insurance premium in respect of a contract insuring each of the Directors of the Company named earlier in this report and the executive officers of the Company against liabilities and expenses, to the extent permitted by law, arising from claims made against them in their capacity as Directors and officers of the Company, other than conduct involving a wilful breach of duty in relation to the Company. Due to confidentiality clauses contained in the insurance policy the Limit of Liability and Premium paid has not been disclosed.

 

4.Unissued Shares under option

 

There are no unissued ordinary shares of Mission NewEnergy Ltd under option at the date of this report.

 

9
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

5.Unissued shares pursuant to a Convertible Note

 

At 30 June 2014 the Company has 390,520 Convertible notes that can be converted into 169,095,160 ordinary shares at the terms specified in Note 22 of this financial report.

 

6.Remuneration Report

(Audited)

 

This report details the nature and amount of remuneration for each Director of Mission NewEnergy Limited and for the key management personnel.

 

Remuneration policy

 

The remuneration policy of Mission NewEnergy Limited is twofold:

 

·To create a remuneration structure that will allow Mission NewEnergy to attract, reward and retain qualified Executives and Non-Executive Directors who will lead Mission NewEnergy in achieving its strategic objectives,

·To provide and motivate the Executives and Non-Executive Directors with a balanced and competitive remuneration.

The specific objectives of the Executive Remuneration Policy are as follows:

·To motivate executive management to manage and lead the business successfully and to drive strong long-term organisational growth in line with the Group’s strategy and business objectives,

·To drive successful organisational performance by incorporating an annual performance incentive and establish longer-term performance objectives,

·To further drive longer-term organisational performance through an equity-based reward structure,

·To make sure that there is transparency and fairness in executive remuneration policy and practices,

·To deliver a balanced solution addressing all elements of total pay [base-pay, incentive pay (cash and equity) and benefits],

·To make sure appropriate superannuation arrangements are in place for executives, and

·To contribute to appropriate attraction and retention strategies for executives.

 

Thespecific objectives of the Non-Executive Director remuneration policy are as follows:

 

·To attract and retain appropriately qualified and experienced Directors,

·To remunerate Directors fairly having regard to their responsibilities, including providing leadership and guidance to management,

·To build sustainable shareholder value by encouraging a longer-term strategic perspective, by not linking fees to the results of the Mission NewEnergy Group of Companies,

·The Non-Executive Directors do not receive performance based pay, and

·The maximum annual aggregate director’s fee pool limit is $500,000 and was approved by shareholders at a general meeting on 19 October 2009.

 

10
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Base fees (excluding
superannuation)
  1 July 2013 to 30 June
2014
  1 July 2012 to 30 June
2013
Chairman   75,000   75,000
Deputy chairman   56,250   56,250
Non-executive Board member   37,500   37,500
Chairman of the Audit and Risk Committee   NIL   NIL
Chairman of the Nomination and Remuneration Committee   NIL   NIL

 

The Board of Mission NewEnergy Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and Directors to run and manage the Group, as well as create goal congruence between Directors, executives and shareholders.

 

The Board’s policy for determining the nature and amount of remuneration for board members and senior executives of the Group is as follows:

 

Remuneration Governance

 

The remuneration policy, setting the terms and conditions for the Executive Directors and other senior executives, was developed by the Nomination and Remuneration Committee and approved by the Board.

 

All executives are entitled to receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options and performance incentives.

 

The Nomination and Remuneration Committee review the executive packages annually by reference to the Group’s performance, executive performance and comparable information from industry sectors.

 

The Directors and executives receive a superannuation guarantee contribution (or equivalent) required by the relevant government authority 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 an appropriate option pricing methodology.

 

11
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following indices in respect of the current financial year and the previous four financial years:

 

   2014   2013   2012   2011   2010 
                     
Revenue ($000)   9,684    8,413    38,202    16,426    16,460 
                          
PBIT before discontinued operations ($000)   (609)   10,774    (3,427)   (21,225)   (97,771)
                          
Profit/(loss) after income tax ($000)   (1,077)   10,043    (6,130)   (21,670)   (97,800)
                          
Basic earnings/(loss) per share ($)   (0.08)   0.96    (0.69)   (3.50)   (20.76)
                          
Dividends   -    -    -    -    - 
                          
Net profit/(loss) ($000)   (1,077)   10,043    (6,130)   (21,670)   (97,800)
                          
Share price ($)   0.008    0.005    0.15    4.9    13.001 

 

Current executive remuneration does not have a performance element included, however the Company does have a retention plan, which is discussed in detail below.

 

The board policy is to remunerate non-executive Directors at market rates for time, commitment and responsibilities. The Nomination and Remuneration Committee determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice was not sought during the financial year. 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 and is allocated to each non-executive Director based on responsibility, which include the Chairman of the Board, Chairman of the Audit and Risk Committee and Chairman of the Nomination and Remuneration Committee. Fees for non-executive Directors are not linked to the performance of the Group.

 

Key Management Personnel

 

The Company has defined the following classes of people as key management personnel:

 

·Non-executive Directors
·Executive Directors
·Management reporting directly to the Group Chief Executive Officer

 

 

1 2011, 2009 and 2008 have been adjusted by the 50:1 share consolidation that took place in April 2011.

 

12
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Details of remuneration for the year ended June 2014

The remuneration for the key management personnel of the group during the year was as follows:

 

2014  Salary   Non-cash
Benefits
   Short term
Bonus
   Share
based
payments
   Post
employment
Super
Contribution
   Total   Proportion of
remuneration
performance
related
   Value of
options and
performance
shares as a
proportion of
remuneration
 
   $   $   $   $   $   $   %   % 
Non-Executive Directors                                        
Mr Dario Amara2   75,000    -    -    -    6,906    81,906    -    - 
Datuk Zain Yusuf   56,250    -    -    -    867    57,117    -    - 
Mr. Peter Torre3   40,875    -    -    -    -    40,875    -    - 
Admiral (Ret) Tan Sri Dato’ Sri Mohd Anwar bin Haji Mohd Nor   37,500    -    -    -    607    38,107    -    - 
Mr Arun Bhatnagar4   25,000    -    -    -    -    25,000    -    - 
Total Non-executive Directors   234,625    -    -    -    8,380    243,005    -    - 
Mr Nathan Mahalingam   292,415    -    -    -    -    292,415    -    - 
Mr Guy Burnett   218,000    2,000    -    -    20,257    240,257    -    - 
Total Executive Directors   510,415    2,000    -    -    20,257    532,672    -    - 
                                         
Key management personnel                                        
Mr Samsudeen Ganny5   120,608    -    105,000    -    14,681    240,289    43.7%   - 
Mr James Garton (Group Head of Corporate Finance)6   200,000    -    -    -    18,500    218,500    -    - 
TOTAL KEY MANAGEMENT PERSONNEL   1,065,648    2,000    105,000    -    61,818    1,234,466    -    - 

 

 

2Mr. Amara retired on 1 July 2014.

3Mr. Torre retired on 1 July 2014.

4Mr. Bhatnagar resigned on 28 February 2014.

5Mr Ganny resigned from the group on 30 June 2014.

6Mr. Garton was appointed as a Director on 1 July 2014.

 

13
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

2013  Salary   Short
term Non-
cash
Benefits
   Share based
payments
   Post
employment
Super
Contribution
   Total   Proportion of
remuneration
performance
related
   Value of
options and
performance
shares as a
proportion of
remuneration
 
   $   $   $   $   $   %   % 
Non-Executive Directors                            -    - 
Mr Dario Amara   75,000    -    -    6,750    81,750    -    - 
Datuk Zain Yusuf   56,250    -    -    506    56,756    -    - 
Mr. Peter Torre   40,893    -    -    -    40,893    -    - 
Admiral (Ret) Tan Sri Dato’ Sri Mohd Anwar bin Haji Mohd Nor   37,500    -    -    337    37,837    -    - 
Mr Arun Bhatnagar   37,500    9,870    -    -    47,370    -    - 
Total Non-executive Directors   247,143    9,870    -    7,593    264,606    -    - 
Mr Nathan Mahalingam   287,787    -    -    -    287,787    -    - 
Mr Guy Burnett   218,000    2,000    -    19,620    239,620    -    - 
Total Executive Directors   505,787    2,000    -    19,620    527,407    -    - 
                                    
Key management Personnel                                   
Mr Samsudeen Ganny   113,363    -    -    12,470    125,833    -    - 
Datuk Azizan Bin Abd Rahman (non-executive Director of Mission Biofuels and Biotechnologies Sdn Bhd)7   9,315    -    -    -    9,315    -    - 
Mr James Garton (Group Head of Corporate Finance)   221,441    -    -    15,000    236,441    -    - 
Mr Sinnasami Nadason (Group Plantation Advisor)8   19,500    -    -    -    19,500    -    - 
TOTAL KEY MANAGEMENT PERSONNEL   1,116,549    11,870    -    54,683    1,183,102    -    - 

 

There were no equity settled performance rights vested or unexercised in the most recent two years.

 

 

7Datuk Azizan Bin Abd Rahman resigned on 21 December 2012.

8Mr. Nadasan resigned when his contract expired on 31 September 2012.

 

14
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Employment contracts of Directors and senior executives

 

Non-executive Directors have no service contract with Mission NewEnergy Ltd. Their compensation for the year ended 30 June 2014 and future years is based on market-related compensation and there is no agreement by Mission NewEnergy Ltd to pay a pre-determined compensation during the year ended 30 June 2014 and future financial years. There is also no agreement by Mission NewEnergy Ltd to pay any pre-determined amounts in the event of my termination.

 

The employment conditions of the Group Chief Executive Officer, Chief Financial Officer and the Head of Corporate Finance are formalised in contracts of employment, which the Directors consider to be on reasonable and commercial terms.

 

The employment agreements contain the following terms and conditions:

 

·standard leave entitlements; fixed terms of 2 years, with Mission NewEnergy able to terminate the employment prior to the expiration of the maximum term by giving 2 months’ notice and;

-a payment equivalent to 12 months salary for the Group Chief Executive Officer and
-a payment equivalent to 3months’ salary for the Chief Financial Officer and Head of Corporate Finance, except in the case where termination is as a result of a change in control in the business where it will be 12 months’ salary;
·employee able to do the same by giving 2 months notice;
·rights of summary dismissal are preserved;
·total remuneration is subject to yearly review, but an increase is not guaranteed;

·no provision for automatic bonus payments;

·no probationary periods; and

·cascading post employment restraints.

·a retention plan was approved by the Board in April 2013 where the CEO, CFO and Head of Corporate Finance will receive, upon continued employment, at the end of June 2015 a proportion of their annual salary based on the following criteria:

 

Criteria   Retention plan
     
Sale of the 100,000 tpa refinery OR successful start-up of profitable operations   3 months’ salary
     
Sale of 250,000 tpa refinery OR successful start-up of profitable operations   3 months’ salary
     
Successful closure of the Feedstock business   2 months’ salary
     
Sale/settlement of PTSON for an amount greater than US$2.8m   4 months’ salary

 

15
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

The following table reflects the key terms of the employment agreements:

 

Name   Term of agreement   Base salary
including
superannuation
  Termination benefit
Nathan Mahalingam   Terminates 30 June   A$290,000   12 months salary
Chief Executive Officer   2015        
             
Guy Burnett   Terminates 30 June   A$240,350   3/12 months salary
Chief Financial Officer   2015       (refer to commentary above)
             
James Garton   Terminates 30 June   A$218,500   3/12 months salary
Head of Corporate   2015       (refer to commentary
Finance           above)
             
Samsudeen Ganny   Terminated 30 June 2014   MYR9399,600   Remaining value of
Chief Operating           contract
Officer: Refining            

 

Ordinary shares held by key management personnel

 

   Balance
30/6/2012
   Exercised
pursuant to
performance
rights
   Disposed   Balance
30/06/2013
   Exercised
pursuant to
performance
rights
   Disposed   Balance
30/06/2014
 
Dario Amara   2,000    -    -    2,000    -    -    2,000 
Datuk Zain Yusuf   -    -    -    -    -    -    - 
Mr. Peter Torre   -    -    -    -    -    -    - 
Admiral (Ret) Tan Sri Dato’ Sri Mohd Anwar bin Haji Mohd Nor   -    -    -    -    -    -    - 
Mr Arun Bhatnagar   -    -    -    -    -    -    - 
Nathan Mahalingam   612,95610   -    -    612,956    -    -    612,956 
Guy Burnett   112,001    -    -    112,001    -    -    112,001 
James Garton   112,051    -    -    112,051    -    -    112,051 
Samsudeen Ganny   10,000    -    -    10,000    -    -    10,000 
Total   849,008    -    -    849,008    -    -    849,008 

 

No remuneration consultants were used during the current or previous financial year.

 

There were no loans to or from key management personnel during the reporting periods.

 

Voting and comments made at the company’s 2013 Annual General Meeting Mission NewEnergy Ltd received more than 98% of “yes” votes on its remuneration report for the 2013 financial year. The company did not receive any specific feedback at the AGM on its remuneration report.

 

End of Audited Remuneration report.

 

 

9MYR = Malaysian Ringitt

10 Held personally and indirectly through Mission Equities Sdn Bhd, a company that Mr Mahalingam has a 34% interest in

 

16
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

7.Principal Activities

 

The principal activities of the group during the financial year were:

 

·250,000 tpa Biodiesel Plant in Malaysia

-The 250,000tpa is under care and maintenance. Mission has referred the matter of handover and settlement with KNM Process Systems Sdn Bhd (“KNM”) to arbitration since March 2012 and the process is still ongoing.

·Feedstock and wind power establishment in India
-that has significantly downsized its upstream feedstock business in India and is focussed on divesting the remaining Indian assets and accordingly this segment is classified as a discontinued operation. The Indian operations have been deconsolidated from the Group financials with effect from 1 October 2013 due to an effective change in control as a result of the loan default (Refer to note 15 for further details).
·Downstream Palm Oil Joint Venture Project
-This venture was undertaken to establish a new downstream palm oil and oleo-chemical complex in Indonesia. The Group was in Arbitration with the joint venture partner and in July 2014, the Indonesian Arbitration Tribunal handed down its decision, and awarded Oleovest a sum of US$3.36 million. The Company is in the process of effecting the tribunal’s decision.
·Other than the items mentioned above there were no significant changes in the nature of the principal activities during the financial year.

 

8.Operating and Financial Review

 

Sales revenue amounted to $1,231 (2013: $169,219) and Other Income for the Group amounted to $9,682,355 (2013: $8,244,100). Net cash used in operating activities was $2,945,460 (2013: $3,714,693). The net loss of the Group amounted to $1,077,231 (2013: $10,042,733 profit).

 

9.Review of Operations

 

Biodiesel Refining 

Mission’s 100,000 tpa refinery 

In April 2013, Mission entered into an agreement with Felda Global Ventures Downstream Sdn Bhd (FGVD) to sell the 100,000 tpa biodiesel refinery for U$ 11.5 million. The Company successfully completed the sale of the 100,000 tpa refinery in October 2013.

 

During the period, the Company’s fully owned subsidiary, Mission Biotechnologies Sdn Bhd (MBTSB) successfully defended itself against a suit filed by KNM Process Systems Sdn Bhd (KNM) in the High Court of Kuala Lumpur. In its suit, KNM as Plaintiff, sought to recover a sum of approximately A$130,000 (RM380,000) from MBTSB. However, MBTSB, in its defence acknowledged that only about A$103,000 (RM302,000) was due to KNM and simultaneously filed a counter claim amounting to approximately A$887,000 (RM2.6 million) against KNM.

 

17
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

The High Court of Kuala Lumpur in its judgment granted the counter claim and ordered KNM to pay MBTSB the sum of approximately A$785,000 (RM2.3 million), after setting off the RM302,000 due to KNM, with costs. This amount was promptly paid to MBTSB by KNM while submitting an appeal against the decision to the Malaysian Court of Appeal.

 

Subsequently in February 2014, in line with the MNEL’s Board decision, MBTSB was put into Voluntary Creditors winding up by MNEL and appointed a liquidator for this purpose. Creditors of the company ratified that the said company be wound up via Creditors Voluntary Winding up.

 

Mission’s 250,000 tpa refinery

The remaining 250,000 tpa refinery remains under care and maintenance. The company continues to re-evaluate its options available from its remaining refinery asset as opportunities present themselves, which may include the sale of the asset.

 

In November 2013 the Company entered into a Memorandum of Understanding (MoU) with Benefuel Inc., a US based technology provider who have developed and successfully validated a ground breaking and patented technology process that will allow the Company’s 250,000 tpa biodiesel refinery to be commissioned and operated using substantially lower cost feedstock. The MoU with Benefuel Inc. provides for the Parties to explore the possibility of entering into certain transactions including but not limited to licensing agreements, asset sale or a business combination transaction for the Malaysian refinery asset. The parties are looking at opportunities to set up a joint venture company in Malaysia to own and operate the biodiesel refinery together with an integrated palm plantation company.

 

In the matter of arbitration between Mission Biofuels Sdn Bhd and KNM, the 3party tribunal has been established and initial preliminary meetings between the tribunal and the solicitors have been held. Both the Claimant and the Respondent have submitted their statement of claims and the hearings are scheduled to commence in February 2015.

 

Impairment of refinery assets

The Board reviews the carrying value of its refinery asset at each reporting date. At 30 June 2014 the Company continues to impair any additions to the refinery. A further $29,336 has been impaired during the current financial year.

 

Jatropha Feedstock Segment and wind farm business

In April 2013, the Company announced that it had secured a loan facility agreement to meet corporate obligations and windmill operational costs in India. The lenders required that the equity in the Indian Subsidiary, Mission Biofuels India PL, be held as security with the lender to take over general management of the subsidiary during the term of loan. As at the date of this report the loan is in default and the Company is working with the lender on a settlement arrangement. If the Company is unable to negotiate a settlement, the lender has the right to enforce their collateral position being security held over all shares in the Indian subsidiary. If this right is enforced we would have no further business interests in India.

 

The Indian operations have been deconsolidated from the Group financials with effect from 1 October 2013 due to an effective change in control as a result of the loan default.

 

18
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Downstream Palm Oil Joint Venture Project 

The Companies 85% owned subsidiary, Oleovest Pte Ltd had registered a request for arbitration with the Indonesian Arbitration Board (BANI) to seek compensation from the Indonesian government owned palm plantation company, PT Nusantara III (PTPN111) for breach of its material and non-material obligations under its joint venture agreement (JVA) with Oleovest. The formal hearings under the arbitration proceedings commenced during the current reporting period after the parties failed to come to an amicable settlement during mediation.

 

As of the date of this report, the Indonesian arbitration panel rejected the claim for compensation of approximately US$85m, in a 2-1 majority decision, awarding Mission’s subsidiary, Oleovest Pte Ltd with US$3,360,000.

 

The Company can provide no assurances as to the amount or the timing of receipt of this award.

 

Capital Markets and Funding

During the period the Company was pleased to settle $7.5 million of the convertible note debt and the working capital loan from SLW International, utilising proceeds from the sale of the 100,000 tpa refinery.

 

In addition, the Company successfully restructured the Series 3 Convertible Notes into Series 4 Convertible notes. The key benefit being the extension of the maturity date from May 2014 to December 2018. This achievement not only significantly defers the requirement for the group to settle the notes, but also re-classifies the note liability from a current liability to a non-current liability, thereby significantly strengthening the balance sheet. The notes now attract a coupon of 6% per annum, however the first coupon payment (accrued from 1 January 2014) is only due on 31 December 2015.

 

In March 2014 the Company received approval to place up to 100 million ordinary shares from shareholders. In April the Company placed 15 million ordinary shares.

 

At the end of April and early May 1,995,009 Warrants expired with Warrant holders electing not to exercise their option to take up ordinary shares.

 

10. Financial Position

 

The Group realised an operating loss for the year ended 30 June 2014 of $1,077,231 (2013: $10,042,733 profit), with net cash used in operating activities of $2,945,460 (2013: $3,714,693). At reporting date, the current assets less current liability surplus were $3,726,155 (2013: $10,992,228 deficit) and a net asset deficiency of $11,351,221 (2013: $12,503,920). The net asset deficiency is primarily as a result of the impairment of the majority of the refinery assets during previous financial years (refer to note 5a).

 

11. Dividends Paid or Recommended

 

No dividends have been paid or declared for payment.

 

19
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

12.    Events subsequent to reporting date

 

Other than the matters mentioned below, there have been no significant subsequent events up until the date of signing this Financial Report.

 

On 3 July 2014 KNM Process Systems Sdn Bhd has applied to the courts in Australia to have Mission re-instate a corporate guarantee to the contractor of the second Biodiesel plant originally placed at construction commencement. Mission has rejected this claim and instructed its solicitors to pursue all available legal avenues to protect Mission’s interest and rights.

 

On 21 July 2014, the Company announced that the Indonesian Arbitration tribunal, in a 2-1 majority decision, has awarded Mission’s subsidiary, Oleovest Pte Ltd, with US$3,360,000.

 

On 1 September 2014, the Company announced it had entered into a Joint Venture contract where the Groups 250,000 tpa refinery will be sold to the joint venture company. The Group will retain a 20% shareholding of the new joint venture company. All conditions precedent to the transaction are expected to be completed by the fourth quarter of 2014.

 

13.    Significant Changes in State of Affairs

 

There have been no significant changes to the state of affairs up to the date of signing this Financial Report.

 

14.    Likely developments and expected results of operations

 

The company is focused on maximising stakeholder value through operation or divestment of assets.

 

In addition to its announced interest in the new Malaysian joint venture company, the company will continue to look at other related opportunities and projects on a continued basis, which are expected to create synergies with existing projects to enhance shareholder value, including potential reverse merger opportunities.

 

15.    Proceedings on behalf of the 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 those proceedings. The company was not a party to any such proceedings during the year.

 

20
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

16.    Non audit services

 

The Board of Directors, in accordance with advise from the audit and risk committee, is satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

 

·All non-audit services are reviewed and approved by the audit and risk committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor, and
·The nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for professional Accountants set by the Accounting Professional and Ethics Standards Board.

 

The Group’s auditors have not provided other assurance or non-assurance services during the year. Refer to Note 10 for details of amounts paid to the Group’s auditors during the year.

 

17.    Environmental regulations

 

Mission NewEnergy Ltd operations are not subject to any particular or significant environmental regulation under a law of the Commonwealth or of a State or Territory in Australia.

 

18.    The lead auditor’s independence declaration

 

The lead auditor’s independence declaration, in accordance with S307C of the Corporations Act 2001 for the year ended 30 June 2014 has been received and can be found on page 22 of the Directors’ Report.

 

Signed in accordance with a resolution of the Board of Directors.

 

 
Nathan Mahalingam  
Group Chief Executive Officer  
Date: 2  September 2014  

 

21
 

 

Tel: +61 8 6382 4600

Fax: +61 8 6382 4601

www.bdo.com.au

38 Station Street

Subiaco, WA 6008

PO Box 700 West Perth WA 6872

Australia

 

DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF MISSION NEWENERGY LIMITED

 

As lead auditor of Mission NewEnergy Limited for the year ended 30 June 2014, I declare that, to the best of my knowledge and belief, there have been:

 

1.No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

 

2.No contraventions of any applicable code of professional conduct in relation to the audit.

 

This declaration is in respect of Mission NewEnergy Limited and the entities it controlled during the period.

 

 
Brad McVeigh  
   
Director  
   
BDO Audit (WA) Pty Ltd  
   
Perth, 2 September 2014  

 

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

 

22
 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

FINANCIAL STATEMENTS  
CONSOLIDATED STATEMENT OF PROFIT AND LOSS 24
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 26
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 27
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 29
CONSOLIDATED STATEMENT OF CASH FLOWS 31
Notes to the consolidated financial statements 32
1. NATURE OF OPERATIONS AND GENERAL INFORMATION 32
2. BASIS OF PREPARATION 32
3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES 34
4. NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED 45
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS 47
6. DETERMINATION OF FAIR VALUE 49
7. SALES REVENUE 49
8. EXPENSES 50
9. INCOME TAX 51
10. AUDITORS’ REMUNERATION 52
11. EARNINGS PER SHARE 53
12. CASH AND CASH EQUIVALENTS 53
13. TRADE AND OTHER RECEIVABLES 54
14. OTHER FINANCIAL ASSETS 54
15. INVESTMENTS IN SUBSIDIARIES AND JOINTLY CONTROLLED ENTITIES 55
16. PROPERTY PLANT AND EQUIPMENT 60
17. OTHER ASSETS 62
18. TRADE AND OTHER PAYABLES 62
19. TRADE AND OTHER PAYABLES 62
20. FINANCIAL LIABILITIES 63
21. TAX 64
22. ISSUED CAPITAL 66
23. RESERVES 68
24. CAPITAL AND LEASING COMMITMENTS 69
25. CONTINGENT LIABILITIES AND CONTINGENT ASSETS 69
26. SEGMENT REPORTING 70
27. CASH FLOW INFORMATION 75
28. RELATED PARTIES 76
29. FINANCIAL INSTRUMENTS 76
30. PARENT ENTITY INFORMATION 81
31. EVENTS OCCURRING AFTER THE REPORTING PERIOD 82
32. NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 82
33. COMPANY DETAILS 84
DIRECTORS’ DECLARATION 85
INDEPENDENT AUDIT REPORT TO MEMBERS OF MISSION NEWENERGY LIMITED 86

 

23
 

  

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

 

FOR THE YEAR ENDED 30 JUNE 2014

 

     Note   2014   2013 
         $   $ 
Sales revenue   7    1,231    169,219 
Other income   7    9,682,355    8,244,100 
Total revenue        9,683,586    8,413,319 
Changes in Inventory        -    (356,716)
Cost of materials   8a   -    (10,966)
Director and Employee benefits expense   8b   (1,376,703)   (1,618,058)
Net foreign exchange gains/(losses)        (2,402,664)   (1,418,624)
Consultants’ expenses        (1,047)   (114,533)
Impairment   5a   (363,232)   11,493,832 
Shareholder expenses        (61,577)   (108,940)
Travel expenses   8d   (172,842)   (93,291)
Rental expenses        (1,990)   (81,122)
Other expenses   8c   (1,042,388)   (1,295,640)
Depreciation and amortisation expenses        (7,412)   (6,822)
Finance Cost – amortisation   8e   (3,199,884)   (3,394,324)
Finance Costs   8f   (1,662,764)   (654,358)
Profit/(loss) before income tax        (608,917)   10,753,757 
Income tax (expense)/benefit   9    -    20,020 
Net profit /(loss) before non-controlling interest        (608,917)   10,773,777 
Loss for the year from discontinued and deconsolidated operations   32    (485,200)   (716,894)
Profit/(Loss) for the year        (1,094,117)   10,056,883 
Profit/(Loss) is attributable to:               
Owners of Mission NewEnergy Ltd        (1,077,231)   10,042,733 
Non-controlling interests        (16,886)   14,150 
         (1,094,117)   10,056,883 

 

24
 

 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Earnings per share from continuing operations attributable to the ordinary equity holders of the parent:               
Basic earnings/(loss) per share (dollars)   11    (0.05)   1.03 
Diluted earnings/(loss) per share (dollars)   11    (0.05)   1.03 
                
Earnings per share from profits attributable to the ordinary equity holders of the parent:               
Basic earnings/(loss) per share (dollars)   11    (0.08)   0.96 
Diluted earnings/(loss) per share (dollars)   11    (0.08)   0.96 

 

The above Consolidated Statement of Profit and Loss should be read in conjunction with the accompanying notes.

 

25
 

 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE YEAR ENDED 30 JUNE 2014

 

   2014   2013 
   $   $ 
Profit/(Loss) for the period   (1,094,117)   10,056,883 
Other comprehensive income          
Items that will be realised through profit or loss:          
Exchange differences on translating foreign operations   3,281,567    1,801,385 
Exchange gain on deconsolidation of discontinued operation   (211,580)   - 
Items that will not be reclassified through profit and loss          
Net loss on settlement of Series 2 convertible note and issue of series 3 convertible note   -    (17,000)
Other comprehensive (loss)/income for the period net of tax   3,069,987    1,784,385 
Total comprehensive income for the period   1,975,870    11,841,268 
           
Attributable to non-controlling equity interests   (16,886)   14,150 
Attributable to owners of the parent   1,958,984    11,855,418 
Comprehensive (loss)/income from Continuing Operations   1,820,016    11,855,418 
           
Comprehensive (loss)/income from Discontinued Operation   130,968    - 

 

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

 

26
 

  

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

CONSOLIDATEDSTATEMENT OF FINANCIAL POSITION

 

AS AT 30 JUNE 2014

 

   Note   2014   2013 
       $   $ 
Current Assets               
                
Cash and cash equivalents   12    451,953    1,419,617 
Trade and other receivables   13    3,549,702    3,833,373 
Other financial assets   14    -    11,686 
Other assets   17    -    221,917 
Current tax assets   21    -    - 
Total current assets        4,001,655    5,486,593 
Non-current assets held for sale   32    -    14,573,623 
Total current assets        4,001,655    20,060,216 
                
                
Non-Current Assets               
Property, plant and equipment   16    2,821    6,002 
Other Assets   17    44,789    40,364 
Total non-current assets        47,610    46,366 
Total Assets        4,049,265    20,106,582 
Current Liabilities               
Trade and other payables   18    125,765    1,679,897 
Financial Liabilities   20    -    27,404,273 
Short-term provisions   19    149,735    136,181 
         275,500    29,220,351 
Liabilities included in disposal               
group held for sale        -    1,832,093 
Total current liabilities        275,500    31,052,444 

 

27
 

 

 

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Non-Current Liabilities               
Financial liabilities   20    15,124,986    1,558,058 
Deferred tax liabilities   21    -    - 
Total non-current liabilities        15,124,986    1,558,058 
Total Liabilities        15,400,486    32,610,502 
Net Assets (deficit)        (11,351,221)   (12,503,920)
                
Equity               
Issued capital   22    110,523,197    110,415,197 
Reserves   23    19,814,057    13,323,093 
(Accumulated losses)        (141,617,611)   (136,188,232)
Non-controlling Interests   15    (70,864)   (53,978)
Total Equity/(Deficiency)        (11,351,221)   (12,503,920)

 

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

 

28
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 30 JUNE 2014

 

   Ordinary   Retained Earnings   Share   Foreign   Convertible   Non-   Total 
   Share   (Accumulated   Based   Currency   Notes   controlling     
   Capital   Losses)   Payments   Translation   Reserve   Interests     
           Reserve   Reserve             
   $   $   $   $   $   $   $ 
Balance as at 30 June 2012   110,320,248    (140,376,669)   4,907,496    (1,866,633)   2,643,549    (68,128)   (24,440,137)
Profit after income tax expense for the year   -    10,042,733    -    -    -    14,150    10,056,883 
Other Comprehensive income/(loss) for the period   -    (5,854,296)   -    1,801,385    5,837,296    -    1,784,385 
Total comprehensive income   -    4,188,437    -    1,801,385    5,837,296    14,150    11,841,268 
Issue of Shares   94,949    -    -    -    -    -    94,949 
Balance as at 30 June 2013   110,415,197    (136,188,232)   4,907,496    (65,248)   8,480,845    (53,978)   (12,503,920)
Profit after income tax expense for the year   -    (1,077,231)   -    -    -    (16,886)   (1,094,117)
Deconsolidated operations   -    (211,580)   -    -    -    -    (211,580)

 

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

   Ordinary   Retained Earnings   Share   Foreign   Convertible   Non-   Total 
   Share   (Accumulated   Based   Currency   Notes   controlling     
   Capital   Losses)   Payments   Translation   Reserve   Interests     
           Reserve   Reserve             
   $   $   $   $   $   $   $ 
Other Comprehensive income/(loss) for the period   -    -    -    3,281,567    -    -    3,281,567 
Total Comprehensive Income   -    (1,288,811)   -    3,281,567    -    (16,886)   1,975,870 
Issue of Shares   108,000    -    -    -    -    -    108,000 
Settlement of $7.5m of series 3 con note debt   -    1,003,108    -    -    (1,934,279)   -    (931,171)
Settlement Series of 3 Convertible Note11   -    (5,143,676)   -    -    (6,546,566)   -    (11,690,242)
Equity portion of Series 4 Convertible Note   -    -    -    -    11,690,242    -    11,690,242 
Balance as at 30 June 2014   110,523,197    (141,617,611)   4,907,496    3,216,319    11,690,242    (70,864)   (11,351,221)

  

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

 

 

11The Series 3 Convertible notes are deemed to be settled on conversion to Series 4 Convertible notes.

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE YEAR ENDED 30 JUNE 2014

 

   Note  2014   2013 
      $   $ 
Cash Flows From Operating Activities             
Receipts from customers      666,081    891,117 
Payments to suppliers and employees      (2,500,167)   (3,860,525)
Interest received      1,231    2,914 
Finance costs      (1,112,595)   (746,022)
Income tax paid      (10)   (2,177)
Net cash (used in) operating activities  27   (2,945,460)   (3,714,693)
              
Cash Flows From Investing Activities             
Purchase of property, plant and equipment      (35,211)   (21,834)
Proceeds and deposit from sale of assets      11,024,194    1,860,172 
Release of performance bond and deposits      (1,688)   510,199 
Cash balance from deconsolidated operations  32   (6,517)   - 
Net cash provided investing activities      10,980,778    2,348,537 
              
Cash Flows From Financing Activities             
Proceeds from share issue (net of costs)      108,000    94,949 
Proceeds from borrowings      303,479    1,612,880 
Repayments of borrowings      (9,371,693)   (358,114)
Net cash provided / (used by) by financing activities      (8,960,214)   1,349,715 
Net Increase (Decrease) In Cash And Cash Equivalents      (924,896)   (16,441)
Cash and cash equivalents at beginning of the      1,419,617    1,455,977 
financial year             
Effects of exchange rate fluctuations of cash held in foreign currencies      (42,768)   (19,919)
Cash And Cash Equivalents At End Of Financial Year  12   451,953    1,419,617 

 

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

 

31
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.Nature of operations and general information

 

Mission NewEnergy Limited is a company domiciled in Australia (ACN: 117 065 719) and:

 

-listed on the ASX (MBT) with its operations in Malaysia and Indonesia;
-that has 20% investment into a joint venture company that owns a 250,000 tpa (approx. 75 million gallons p.a.) biodiesel refinery.;
-that has significantly downsized its upstream feedstock business in India and is now focussed on divesting the remaining Indian assets and accordingly this segment is classified as a discontinued operation. The Indian operations have been deconsolidated from the Group financials with effect from 1 October 2013 due to an effective change in control as a result of the loan default (Refer to note 15 for further details).

 

2.Basis of preparation

 

Statement of compliance

 

The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASB’s) (including Australian interpretations) issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial report of the Group complies with International Financial Reporting Standards (IFRSs) and Interpretations issued by the International Accounting Standards Board (IASB). Mission NewEnergy Limited is a for-profit entity for the purpose of preparing the financial statements.

 

Basis of measurement

 

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. All amounts shown are in Australian dollars ($A) unless otherwise stated.

 

The financial statements have been prepared on a going concern basis. The ability of the Group to continue as a going concern and pay its debts as and when they fall due is dependent on the continued support of its investors, bankers and suppliers.

 

The Group has applied amendments to the Corporation Act (2001) that remove the requirement for the Group to lodge parent entity financial statements. Parent entity financial statements have been replaced by the specific parent entity disclosures in Note 30.

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Going Concern

 

The Group realised an operating loss for the year ended 30 June 2014 of $1.1 million (2013: $10.0 million profit), with net cash used in operating activities of $2.9million (2013: $3.7 million). At reporting date, the current assets less current liability surplus was $3.7million (2013: $11.0 million deficit) and a net asset deficiency of $11.4 million (2013: $12.5 million). The net asset deficiency is primarily as a result of the impairment of the majority of the refinery assets previous financial years (refer to note 5a).

 

During the financial year, the Company successfully restructured the Series 3 Convertible Notes into Series 4 Convertible notes. The key benefit being the extension of the maturity date from May 2014 to December 2018. This achievement not only significantly defers the requirement for the group to settle the notes, but also re-classifies the note liability from a current liability to a non-current liability, thereby significantly strengthening the balance sheet. The notes now attract a coupon of 6% per annum, however the first coupon payment (accrued from 1 January 2014) is only due on 31 December 2015.

 

The Directors believe that at the date of this report the Group has sufficient financial resources at 30 June 2014 to meet its committed financial liabilities.

 

The Financial Statements have been prepared on a going concern basis which has been assessed based on detailed cash flow forecasts extending out twelve months from the date of this financial report. The cash flow forecasts from operations are based on the forecast cash flows required to sustain the business and cash on hand at 30 June. The cash flow forecasts do not take into account any capital commitments as these are not foreseen to be payable within the forthcoming twelve months.

 

The ability of the Group to continue as a going concern in the ordinary course of business and to achieve the business growth strategies and objectives is dependent upon the ability of the Group to do a sufficient combination of the following things to enable its commitments to be met:

 

-Generate positive cash flows from operations.
-Raise cash through sale of assets and recovery of receivables (refer note 31).
-Raise cash through the issue of further equity.

 

The Directors consider that there are reasonable grounds to expect that the Group will be able to meet its commitments and liabilities through the measures listed above, and accordingly have prepared the financial report on a going concern basis in the belief that the Group will realise its assets and settle its liabilities and commitments in the normal course of business and for at least the amounts stated in the financial report. However, should the Group not be successful in the matters discussed above, there is material uncertainty whether the Group will be able to continue as a going concern.

 

33
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Functional and Presentation currency

 

The consolidated financial statements are presented in Australian Dollars. The functional currencies of the operating units are as follows:

 

-Refining operations - Malaysian Ringgit
-Feedstock operations – Indian Rupee
-Other – Australian Dollar.

 

The Board of Directors approved this financial report on 2 September 2014.

 

3.Statement of Significant Accounting Policies

 

Except where stated, these accounting policies have been consistently applied by each entity in the Group and are consistent with those of the previous year.

 

New, revised or amending Accounting Standards and Interpretations adopted

 

The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the 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.

 

Any significant impact on the accounting policies of the consolidated entity from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity.

 

The following Accounting Standards and Interpretations are most relevant to the consolidated entity:

 

AASB 10 Consolidated Financial Statements

 

The consolidated entity has applied AASB 10 from 1 July 2013, which has a new definition of 'control'. Control exists when the reporting entity is exposed, or has the rights, to variable returns from its involvement with another entity and has the ability to affect those returns through its 'power' over that other entity. A reporting entity has power when it has rights that give it the current ability to direct the activities that significantly affect the investee's returns. The consolidated entity not only has to consider its holdings and rights but also the holdings and rights of other shareholders in order to determine whether it has the necessary power for consolidation purposes.

 

AASB 11 Joint Arrangements

 

The consolidated entity has applied AASB 11 from 1 July 2013. The standard defines which entities qualify as joint arrangements and removes the option to account for joint ventures using proportional consolidation. Joint ventures, where the parties to the agreement have the rights to the net assets are accounted for using the equity method. Joint operations, where the parties to the agreements have the rights to the assets and obligations for the liabilities, will account for its share of the assets, liabilities, revenues and expenses separately under the appropriate classifications.

 

34
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

AASB 12 Disclosure of Interests in Other Entities

 

The consolidated entity has applied AASB 12 from 1 July 2013. The standard contains the entire disclosure requirement associated with other entities, being subsidiaries, associates, joint arrangements (joint operations and joint ventures) and unconsolidated structured entities. The disclosure requirements have been significantly enhanced when compared to the disclosures previously located in AASB 127 'Consolidated and Separate Financial Statements', AASB 128 'Investments in Associates', AASB 131 'Interests in Joint Ventures' and Interpretation 112 'Consolidation - Special Purpose Entities'.

 

AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13

 

The consolidated entity has applied AASB 13 and its consequential amendments from 1 July 2013. The standard provides a single robust measurement framework, with clear measurement objectives, for measuring fair value using the 'exit price' and provides guidance on measuring fair value when a market becomes less active. The 'highest and best use' approach is used to measure non-financial assets whereas liabilities are based on transfer value. The standard requires increased disclosures where fair value is used.

 

AASB 127 Separate Financial Statements (Revised), AASB 128 Investments in Associates and Joint Ventures (Reissued) and AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards

 

The consolidated entity has applied AASB 127, AASB 128 and AASB 2011-7 from 1 July 2013. AASB 127 and AASB 128 have been modified to remove specific guidance that is now contained in AASB 10, AASB 11 and AASB 12 and AASB 2011-7 makes numerous consequential changes to a range of Australian Accounting Standards and Interpretations. AASB 128 has also been amended to include the application of the equity method to investments in joint ventures.

 

AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle

 

The consolidated entity has applied AASB 2012-5 from 1 July 2013. The amendments affect five Australian Accounting Standards as follows: Confirmation that repeat application of AASB 1 'First-time Adoption of Australian Accounting Standards' is permitted; Clarification of borrowing cost exemption in AASB 1; Clarification of the comparative information requirements when an entity provides an optional third column or is required to present a third statement of financial position in accordance with AASB 101 'Presentation of Financial Statements'; Clarification that servicing of equipment is covered by AASB 116 'Property, Plant and Equipment', if such equipment is used for more than one period; clarification that the tax effect of distributions to holders of equity instruments and equity transaction costs in AASB 132 'Financial Instruments: Presentation' should be accounted for in accordance with AASB 112 'Income Taxes'; and clarification of the financial reporting requirements in AASB 134 'Interim Financial Reporting' and the disclosure requirements of segment assets and liabilities.

 

AASB 2012-10 Amendments to Australian Accounting Standards - Transition Guidance and Other Amendments

 

The consolidated entity has applied AASB 2012-10 amendments from 1 July 2013, which amends AASB 10 and related standards for the transition guidance relevant to the initial application of those standards. The amendments clarify the circumstances in which adjustments to an entity's previous accounting for its involvement with other entities are required and the timing of such adjustments.

 

35
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirement

 

The consolidated entity has applied 2011-4 from 1 July 2013, which amends AASB 124 'Related Party Disclosures' by removing the disclosure requirements for individual key management personnel ('KMP'). Corporations and Related Legislation Amendment Regulations 2013 and Corporations and Australian Securities and Investments Commission Amendment Regulation 2013 (No.1) now specify the KMP disclosure requirements to be included within the directors' report.

 

a.Principles of Consolidation

 

The consolidated financial statements comprise the financial statements of Mission NewEnergy Limited and its subsidiaries, as defined in Accounting Standard AASB 127 ‘Consolidated and Separate Financial Statements’. These include Mission Biofuels Sdn Bhd, Mission Agro Energy Limited, and Oleovest PL.

 

Mission Biofuels (India) Pvt Limited has been deconsolidated from the Group financials with effect from 1 October 2013 due to an effective change in control as a result of the loan default (Refer to note 15 for further details). Mission Biotechnologies Sdn Bhd (MBTSB) has been deconsolidated from the Group financials with effect from 1 April 2014 upon placing the then dormant company into creditors voluntary winding up.

 

A list of controlled and jointly controlled entities with details of acquisitions and disposals is contained in Note 15 to the financial statements. All controlled entities have a 30 June financial year-end.

 

All inter-company balances and transactions between entities in the Consolidated Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies applied by the parent entity.

 

Where controlled entities have entered or left the Consolidated Group during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

 

Non-controlling interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

 

b.Business combinations

 

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

  

c.Income Tax

 

The charge for current income tax expense is based on the profit/(loss) for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the reporting date.

 

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

 

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of profit or loss, except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

 

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

 

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

 

d.Inventories

 

Inventories are measured at the lower of cost and net realisable value.

 

e.Property, Plant and Equipment

 

Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses.

 

The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

 

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of profit or loss during the financial period in which they are incurred.

 

37
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

f.Depreciation

 

The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

 

Class of Fixed Asset Depreciation Rate
Buildings 5%
Leasehold improvements 10%
Machinery and equipment 10%
Biodiesel Plant 5%
Computer equipment 20% - 33%
Motor Vehicles 20%
Office equipment 10%
Leased plant and equipment 10%
Windmills 4.75%

 

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting 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.

 

g.Leases

 

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that is transferred to entities in the Group, are classified as finance leases.

 

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

 

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

 

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

 

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

 

38
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

h.Financial Instruments

 

Recognition

 

Financial instruments are initially measured at fair value on trade date, which includes transaction costs(except where the instrument is classified as ‘fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately), when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

 

Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

 

Compound financial instruments (Convertible Notes)

 

Compound financial instruments issued by the Group comprise convertible notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value. The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequent to initial recognition.

 

Interest, dividends, losses and gains relating to the financial liability are recognised in profit or loss. On conversion, the financial liability is reclassified to equity; no gain or loss is recognised on conversion.

 

Held-to-maturity investments

 

These investments have fixed maturities, and it is the Group’s intention to hold these investments to maturity. Any held-to-maturity investments held by the Group are stated at amortised cost using the effective interest rate method.

 

Available-for-sale financial assets

 

Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.

 

39
 

 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Financial liabilities

 

Non-derivative financial liabilities are recognised 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.

 

Hedge accounting

 

The Group holds derivative financial instruments to hedge its foreign currency exposures. On initial designation of the derivative as the hedging instrument, the Group formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to hedged risk, and whether the actual results of each hedge are within a range of 80 - 125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported profit or loss. Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value and changes therein are accounted for as described below.

 

Cash flow hedges

 

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss. When the hedged item is a non-financial asset, the amount recognised in equity is included in the carrying amount of the asset when the asset is recognised. In other cases the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified in profit or loss.

 

40
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Impairment of financial assets

 

At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the Statement of profit or loss.

 

i.       Impairment of non-financial Tangible and Intangible Assets

 

At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of profit or loss.

 

Impairment testing is performed at each reporting date for goodwill and intangible assets with indefinite lives.

 

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

j.       Intangibles

 

Goodwill

 

Goodwill on consolidation is initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

 

k.      Research and development

 

Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably.

 

Development costs have a finite life and will be amortised on a systematic basis matched to the future economic benefits over the useful life of the project. As the development phase is still in progress, amortisation has not commenced. The estimated useful life of this asset will be determined when the development stage is complete.

 

l.      Foreign Currency Transactions and Balances

 

Functional and presentation currency

 

The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Transaction and balances

 

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

 

Exchange differences arising on the translation of monetary items are recognised in the Statement of profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge.

 

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the Statement of profit or loss.

 

Group companies

 

The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:

 

-  assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;

 

-  income and expenses are translated at average exchange rates for the period where this is not materially different from the rate at the date of the transaction; and

 

-  retained earnings are translated at the exchange rates prevailing at the date of the transaction.

 

Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the Statement of profit or loss in the period in which the operation is disposed.

 

m.     Employee Benefits

 

Provision is made for the company’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

 

Equity-settled compensation

 

Equity settled share-based payments are measured at fair value at the date of grant. Fair values of options are measured using the Black Scholes model. Fair value of performance rights are based on the closing share price on the date of grant. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The fair value determined at the grant date of the equity settled share share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.

 

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n.     Trade and Other Payables

 

Trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services.

 

o.      Provisions

 

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

 

p.     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 3 months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

 

q.     Revenue Recognition

 

Revenue from the sale of goods is recognised upon the delivery of goods to customers, when reasonable certainty exists that such revenues will be realised and the risks and rewards of ownership have been transferred.

 

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

 

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.

 

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers

 

All revenue is stated net of the amount of goods and services tax (GST).

 

r.      Borrowing Costs

 

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use. Other borrowing costs are expensed in the period in which they are incurred.

 

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s.     Goods and Services Tax (GST)

 

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST

 

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows

 

t.      Government Grants

 

Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis.

 

u.     Non-current assets held for sale

 

Non-current assets held for sale are measured at the lower of cost or fair value less cost to sell when the assets is available for immediate sale and expected to be sold within 12 months. No depreciation is recorded over the assets held for sale.

 

Liabilities are classified as 'held for sale' and presented as such in the statement of financial position if they are directly associated with a disposal group.

 

v.     Earnings per share

 

Basic earnings per share are calculated by dividing the profit attributable to owners of the company, excluding costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year.

 

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with the dilutive potential ordinary shares, and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

 

w.   Contributed equity

 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

 

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4.New standards and interpretations not yet adopted

 

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 consolidated entity for the annual reporting period ended 30 June 2014. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

 

AASB 9 Financial Instruments and its consequential amendments

 

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2017 and completes phases I and III of the IASB's project to replace IAS 39 (AASB 139) 'Financial Instruments: Recognition and Measurement'. This standard introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity's own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. Chapter 6 'Hedge Accounting' supersedes the general hedge accounting requirements in AASB 139 and provides a new simpler approach to hedge accounting that is intended to more closely align with risk management activities undertaken by entities when hedging financial and non-financial risks. The consolidated entity will adopt this standard and the amendments from 1 July 2017 but the impact of its adoption is yet to be assessed by the consolidated entity.

 

AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial Liabilities

 

The amendments are applicable to annual reporting periods beginning on or after 1 January 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. The adoption of the amendments from 1 July 2014 will not have a material impact on the consolidated entity.

 

AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets

 

These amendments are applicable to annual reporting periods beginning on or after 1 January 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. The adoption of these amendments from 1 July 2014 may increase the disclosures by the consolidated entity.

 

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Mission New Energy Limited and Controlled Entities

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AASB 2013-4 Amendments to Australian Accounting Standards - Novation of Derivatives and Continuation of Hedge Accounting

 

These amendments are applicable to annual reporting periods beginning on or after 1 January 2014 and amends AASB 139 'Financial Instruments: Recognition and Measurement' to permit continuation of hedge accounting in circumstances where a derivative (designated as hedging instrument) is novated from one counter party to a central counterparty as a consequence of laws or regulations. The adoption of these amendments from 1 July 2014 will not have a material impact on the consolidated entity.

 

AASB 2013-5 Amendments to Australian Accounting Standards - Investment Entities

 

These amendments are applicable to annual reporting periods beginning on or after 1 January 2014 and allow entities that meet the definition of an 'investment entity' to account for their investments at fair value through profit or loss. An investment entity is not required to consolidate investments in entities it controls, or apply AASB 3 'Business Combinations' when it obtains control of another entity, nor is it required to equity account or proportionately consolidate associates and joint ventures if it meets the criteria for exemption in the standard. The adoption of these amendments from 1 July 2014 will have no impact on the consolidated entity.

 

Annual Improvements to IFRSs 2010-2012 Cycle

 

These amendments are applicable to annual reporting periods beginning on or after 1 July 2014 and affects several Accounting Standards as follows: Amends the definition of 'vesting conditions' and 'market condition' and adds definitions for 'performance condition' and 'service condition' in AASB 2 'Share-based Payment'; Amends AASB 3 'Business Combinations' to clarify that contingent consideration that is classified as an asset or liability shall be measured at fair value at each reporting date; Amends AASB 8 'Operating Segments' to require entities to disclose the judgements made by management in applying the aggregation criteria; Clarifies that AASB 8 only requires a reconciliation of the total reportable segments assets to the entity's assets, if the segment assets are reported regularly; Clarifies that the issuance of AASB 13 'Fair Value Measurement' and the amending of AASB 139 'Financial Instruments: Recognition and Measurement' and AASB 9 'Financial Instruments' did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amount, if the effect of discounting is immaterial; Clarifies that in AASB 116 'Property, Plant and Equipment' and AASB 138 'Intangible Assets', when an asset is revalued the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount (i.e. proportional restatement of accumulated amortisation); and Amends AASB 124 'Related Party Disclosures' to clarify that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a 'related party' of the reporting entity. The adoption of these amendments from 1 July 2014 will not have a material impact on the consolidated entity.

 

Annual Improvements to IFRSs 2011-2013 Cycle

 

These amendments are applicable to annual reporting periods beginning on or after 1 July 2014 and affects four Accounting Standards as follows: Clarifies the 'meaning of effective IFRSs' in AASB 1 'First-time Adoption of Australian Accounting Standards'; Clarifies that AASB 3 'Business Combination' excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself; Clarifies that the scope of the portfolio exemption in AASB 13 'Fair Value Measurement' includes all contracts accounted for within the scope of AASB 139 'Financial Instruments: Recognition and Measurement' or AASB 9 'Financial Instruments', regardless of whether they meet the definitions of financial assets or financial liabilities as defined in AASB 132 'Financial Instruments: Presentation'; and Clarifies that determining whether a specific transaction meets the definition of both a business combination as defined in AASB 3 'Business Combinations' and investment property as defined in AASB 140 'Investment Property' requires the separate application of both standards independently of each other. The adoption of these amendments from 1 July 2014 will not have a material impact on the consolidated entity.

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

5.Critical Accounting Estimates and Judgments

 

The preparation of annual financial reports requires the Board to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The Board evaluates estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Actual results may differ from these estimates Except as described below, in preparing this consolidated financial report, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that were applied to the consolidated financial report as at end for the year ended 30 June 2014. During the twelve months ended 30June 2014 management reassessed its estimates in respect of:

 

Impairment of assets

 

The Group assesses impairment of assets at each reporting date by evaluating conditions specific to the Group that may lead to impairment. Where an impairment trigger exists, the recoverable amount of the asset is determined.

 

Credit risk of receivables

 

Malaysian operations

 

Credit risk for receivables at 30 June 2014 in the refining operations result from amounts recoverable from an EPCC contractor whereby the Group incurred costs during commissioning testing which the EPCC contractor was obliged to pay. This receivable is now part of arbitration proceedings with the EPCC contractor and have not been impaired.

 

Indonesian operation

 

The credit risk of the receivable at 30 June 2014 in the Indonesian oleochemical operations result from amounts recoverable from the Indonesian joint venture partner on termination of the project. At financial year end this receivable was part of arbitration proceedings with the Indonesian joint venture partner. Subsequent to financial year end the Arbitration tribunal ruled in favour for Missions subsidiary to recover this receivable.

 

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Mission New Energy Limited and Controlled Entities

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Property, Plant and Equipment

 

Property, plant and equipment are reviewed for impairment if there is any indication that the carrying amount may not be recoverable. Where a review for impairment is conducted, the recoverable amount is assessed by reference to the higher of ‘value in use’ (being the net present value of expected future cash flows of the relevant cash generating unit) and ‘fair value less costs to sell’.

 

Impairment of refineries

 

The 250,000 tpa is under care and maintenance.

 

The Board reviews the carrying value of its refinery assets at each reporting date.

 

Further impairment for the 250,000 tpa refinery has been provided during the year ended 30 June 2014 for minor capital additions relating to office equipment to a value of $29,336.

 

   June 2014   June 2013 
   $   $ 
         
Impairment of refinery assets   29,336    45,111 
           
Impairment reversal of refineries   -    (12,219,245)
           
Impairment of deconsolidated intercompany loans   288,216    - 
           
Impairment of subsidiary investment   45,680    - 
           
Impairment of inventories and biological assets   -    680,302 
           
Total   363,232    (11,493,832)

 

Investments in subsidiaries

 

Investments held by the parent entity, Mission NewEnergy Limited, are reviewed for impairment if there is any indication that the carrying amount may not be recoverable. The recoverable amount is assessed by reference to the higher of ‘value in use’ (being the net present value of expected future cash flows of the relevant cash generating unit) and ‘fair value less costs to sell’.

 

In line with the impairment of the carrying value of assets in the subsidiaries, the parent entity has impaired the value of all subsidiaries to zero, except for the receivable from PT Sinergi Oleo Nusantara, which is carried at cost. This accounting adjustment has no impact on the cash flows or the Consolidated Financial Statements of the Group. Refer to note 30: Parent Information for further details.

 

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Mission New Energy Limited and Controlled Entities

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6.Determination of fair value

 

A number of the Groups accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods.

 

Share based payment transactions

 

The fair value of employee share options is measured using the Black-Scholes option pricing model, with the fair value of performance rights being based on the share price of Mission NewEnergy Limited on the date of approval. Measurement inputs include the share price on measurement date, exercise price of the instrument, expected volatility, weighted average expected life of the instrument, expected dividends and the risk free interest rate. Service and non-market performance conditions are not taken into account in determining the fair value.

 

7.Sales revenue

 

 

   2014   2013 
   $   $ 
Sales Revenue          
- Sales of goods   -    159,055 
- Interest received   1,231    10,164 
Total revenue   1,231    169,219 
           
Other Income          
Gain on sale of assets   -    145,693 
Gain on settlement and restructure of convertible notes   9,671,893    7,748,485 
Sundry income   10,462    349,922 
Total Other income   9,682,355    8,244,100 

 

The Company successfully restructured the Series 3 Convertible Notes into Series 4 Convertible notes which resulted in a non-cash gain in the profit and loss. The key benefit being the extension of the maturity date from May 2014 to December 2018. This achievement not only significantly defers the requirement for the group to settle the notes, but also re-classifies the note liability from a current liability to a non-current liability, thereby significantly strengthening the balance sheet. The notes now attract a coupon of 6% per annum, however the first coupon payment (accrued from 1 January 2014) is only due on 31 December 2015.

 

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Mission New Energy Limited and Controlled Entities

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8.Expenses

 

   2014   2013 
   $   $ 
8a) Cost of materials   -    10,966 
Total   -    10,966 
           
8b) Employee costs          
Wages and Salaries   1,329,564    1,575,844 
Contribution to defined contribution plans   47,137    42,214 
    1,376,703    1,618,058 
           
8c) Other expenses:          
Audit fees   80,308    63,730 
Computer maintenance & consumables   3,415    4,738 
Communication expenses   26,208    47,462 
Insurance costs   170,359    246,946 
Legal fees   374,356    532,155 
Plant operating costs   290,470    228,687 
Asset maintenance   -    9,528 
Other administrative costs   97,272    162,394 
Total   1,042,388    1,295,640 
           
8d) Travel expenses          
Corporate travel   125,969    64,555 
Operations   46,873    28,736 
    172,842    93,291 
           
8e) Finance Costs          
Amortisation of liability portion of convertible notes   3,199,884    3,394,324 
    3,199,884    3,394,324 
           
8f) Finance Costs          
Finance cost on loans and convertible notes   1,662,764    654,358 
    1,662,764    654,358 

 

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Mission New Energy Limited and Controlled Entities

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9.Income tax

 

      2014   2013 
      $   $ 
a.  The components of tax expense comprise        
   Current tax   -    20,020 
   Deferred tax          23   -    - 
       -    20,020 
b.  The prima facie tax on the profit (loss) from ordinary activities before income tax is reconciled to the income tax as follows:          
   Accounting profit/(loss) before tax   (608,917)   10,753,757 
   Loss for the year from discontinued operations   (155,634)   (716,894)
   Total loss for the year   (764,551)   10,036,863 
   Prima facie tax (benefit)/expense on profit/ (loss) from ordinary activities before income tax at 30%    (229,365)   3,011,059 
   Adjusted for:          
   Tax effect of:        
   -    overseas tax rate differential   167,036    (495,802)
   -    Impairment of non-assessable item   108,970    (4,389,702)
   -    other non-assessable items   (46,641)   1,894,465 
       -    20,020 
   Add:          
   Over provision for income tax in prior year   -    - 
   Income tax attributable to entity   -    20,020 
   The applicable weighted average effective current tax rate is as follows:   0%   25%

 

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Mission New Energy Limited and Controlled Entities

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Deferred tax assets on temporary differences and losses are not recognised because it is not probable that future taxable profit will be available against which the unused tax losses can be used. Refer to note 21 for further disclosures on deferred tax assets and liabilities.

 

10.Auditors’ Remuneration

  

   2014   2013 
   $   $ 
Audit services          
Remuneration of the auditor of the parent entity for:          
auditing or reviewing the financial reports – BDO Audit (WA) Pty Ltd   61,956    71,000 

 

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Mission New Energy Limited and Controlled Entities

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11.Earnings per share

 

a. Reconciliation of earnings to profit or loss          
  Earnings used in calculation of both ordinary and dilutive EPS   (1,077,231)   10,042,733 
             
b Earnings used in calculation of both ordinary and dilutive EPS for ongoing operations   (608,917)   10,773,777 
             
c. Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS    13,377,124    10,481,820 
  Effect of:          
             
  Performance Rights and options   -    - 
             
  Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS   13,377,124    10,481,820 

 

Diluted earnings per share exclude convertible notes, performance rights and options that had an exercise price above the average market price during the period they existed. All the potential ordinary shares were anti-dilutive as they were all below the conversion price. Where a loss is made, all convertible notes, performance rights and options are excluded as the impact of including them would be to reduce the loss per share. The table below reflects the entire number of equity instruments in issue at each period end, which could potentially dilute basic earnings per share (i.e. numbers above are included in the table below):

 

12.Cash and cash equivalents

 

   2014   2013 
   $   $ 
Cash at bank and in hand   451,953    1,419,342 
Short-term bank deposits   -    275 
    451,953    1,419,617 
Reconciliation of cash          
Cash and cash equivalents   451,953    1,419,617 
    451,953    1,419,617 

 

See note 29, Financial Instruments, for information on risk exposures for cash and cash equivalents.

 

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13.Trade and Other Receivables

 

   2014   2013 
   $   $ 
CURRENT          
Trade receivables   -    - 
Other receivables12   3,549,702    3,833,373 
Less: Impairment provision   -    - 
TOTAL   3,549,702    3,833,373 
NON – CURRENT          
Trade receivables   -    - 
Less: Impairment provision   -    - 
Less: Discount charge   -    - 
TOTAL   -    - 

 

At each reporting date, the Board assesses the likely timing of recoverability of receivables and bases this assessment on a number of significant assumptions and estimates. Please refer to note 5, critical accounting estimates and judgements, and note 29 for a detailed discussion around credit risk, provisioning and age analysis of trade and other receivables. The timing and recoverability of the material portion of current other receivables is dependent on the process to implement the arbitration award as discussed in note 31 Events Occurring After The Reporting Period.

 

14.Other Financial Assets

 

Current          
Sundry financial assets   -    11,686 
    -    11,686 

 

 

12Included in Current: Other Receivables is an amount of A$3.0m relating to the investment into the palm oil project in Indonesia which the Board deems to be recoverable within the forthcoming twelve months.

 

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Mission New Energy Limited and Controlled Entities

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15.Investments in subsidiaries and Jointly controlled entities

 

(a) Material subsidiaries

 

The group’s principal subsidiaries at 30 June 2014 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

 

In April 2013, the Company announced that it had secured a loan facility agreement for its subsidiary, Mission Biofuels India Pvt Ltd, to meet corporate obligations and windmill operational costs in India. The lenders required that the equity in this, be held as security with the lender to take over general management of the subsidiary during the term of loan. As at the date of this report the loan is in default and the Company is working with the lender on a settlement arrangement. If the Company is unable to negotiate a settlement, the lender has the right to enforce their collateral position being security held over all shares in the Indian subsidiary. If this right is enforced we would have no further business interests in India. Mission Biofuels (India) Pvt Limited has been deconsolidated from the Group financials with effect from 1 October 2013 due to an effective change in control as a result of the loan default.

 

Mission Biotechnologies Sdn Bhd (MBTSB) has been deconsolidated from the Group financials with effect from February 2014 upon placing the then dormant company into Creditors Voluntary Winding Up.

 

In February 2012 Mission acquired 85% of Oleovest PL, a Singapore registered company, which in turn owns 70% of PT Sinergi Oleo Nusantara, an Indonesian registered company. Oleovest PL has terminated the joint venture agreement in PT Sinergi Oleo Nusantara.

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

A Controlled Entities Consolidated

 

   Country of   Percentage Owned   Ownership    
   Incorporation   (%)   interest held by    
               non-controlling    
               interests    
       2014   2013   2014   2013   Principal activities
Parent Entity:                            
Mission NewEnergy Limited  Australia                        
                             
Subsidiaries of Mission NewEnergy Limited:                            
Mission Biotechnologies Sdn Bhd  Malaysia    -    100    -    -   Biodiesel refinery
Mission Biofuels Sdn Bhd  Malaysia    100    100             Biodiesel refinery
Mission Agro Energy Limited  Mauritius    100    100             Holding company for India agro business
Oleovest PL  Singapore    85    85    15    15   Holding company for Indonesia palm oil business
Subsidiaries of Mission Agro Energy Limited                            
Mission Biofuels India Private Limited  India    10013   100             Agronomy business

 

 

13The results from operations within this subsidiary have been deconsolidated from 1 October 2013 as explained above.

 

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B.Jointly controlled entities

 

Subsidiaries of Mission Biofuels India Private Limited
Mission Agro Diesel (India) Private Limited   India    51    51    49    49   Agronomy business

 

C.Unconsolidated entities

 

PT Sinergi Oleo Nusantara   Indonesia    70    70    30    30   Palm oil processing

 

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Mission New Energy Limited and Controlled Entities

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(b) Non controlling interests

 

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations.

 

Summarised Statement of Financial Position  Oleovest PL 
   2014   2013 
         
Current Assets   2,971,412    2,717,064 
           
Current Liabilities   2,972,854    2,987,763 
           
Current Net Assets   (1,442)   (270,698)
           
Non Current Assets   -    - 
           
Non-current liabilities   -    - 
           
Non-current net assets   -    - 
           
Net Assets   (1,442)   (270,698)
           
Accumulated NCI loss   (70,864)   (53,978)
           
Summarised statement of profit or loss and other comprehensive income          
           
Revenue   -    - 
           
Expenses   79,282    78,058 
           
Total comprehensive income   (75,726)   (297,960)
           
Net profit/(loss) allocated to NCI   (16,886)   14,150 
           
Dividends paid to NCI   -    - 
           
Summarised cash flows          
           
Cash flows from operating activities   (21,879)   (230,932)
           
Cash flows from investing activities   21,835    230,932 
           
Cash flows from financing activities   -    - 
           
Net increase/(decrease) in cash and cash equivalents   (4)   - 

 

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(c) Transactions with non-controlling interests.

 

The Group has not had any transactions with non-controlling interests during the current and prior financial year.

 

(d) Unconsolidated entities.

 

PT Sinergi Oleo Nusantara (PTSON) is an entity in which the Group, through Oleovest Pty Ltd, invested to explore the implementation of a palm oil processing operation. Shortly after incorporation the minority shareholder defaulted on material contractual terms and at the date of this report the arbitration proceedings have been concluded and the joint venture partner ordered to return the money invested. The initial amount transferred to this entity is carried as a receivable, which is valued at $3.0 million at 30 June 2104.

 

The group has no requirement to further fund PTSON.

 

59
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

16.Property Plant and Equipment

 

          Computer                     
   Land and   Office   Equipment   Motor   Plant and   Asset Under   Biodiesel     
   Building   Equipment   and software   Vehicle   Equipment   Construction   Plant   Total 
Cost at 30 June 2012   582,746    378,757    954,732    131,817    18,123    40,512,424    29,067,650    71,646,249 
Additions   -    -    4,552    -    -    44,853    -    49,405 
Foreign Currency Translation   (1)   11,304    48,404    12,528    -    5,016,319    -    5,088,554 
Transferred to Non-current Assets Held for Sale                                        
(Current Asset)   (23,892)   (242,476)   (138,185)   (8,152)   (18,123)   -    (29,067,650)   (29,498,478)
Disposal   (558,515)   -    -    (20,806)   -    (8,175)   -    (587,496)
Cost at 30 June 2013   338    147,585    869,503    115,387    -    45,565,421    -    46,698,234 
Additions   -    24,365    10,846    -    -    -    -    35,211 
Foreign Currency Translation   -    (4,187)   (20,528)   -    -    -    -    (24,715)
Transferred to Non-current Assets Held for Sale                                        
(Current Asset)   -    (24,965)   (6,615)   -    -    -    -    (31,580)
Disposal   -    (2,022)   (208)   -    -    -    -    (2,230)
Cost at 30 June 2014   338    140,776    852,998    115,387    -    45,565,421    -    46,674,920 

 

60
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Accumulated Depreciation and Impairment

 

   Land       Computer                     
   and   Office   Equipment   Motor   Plant and   Asset Under   Biodiesel     
   Building   Equipment   and software   Vehicle   Equipment   Construction   Plant   Total 
                                 
Accumulated Depreciation and Impairment at 30 June 2012   39,540    299,847    907,154    120,816    18,123    40,512,424    29,067,650    70,965,554 
Depreciation for the year (continuing operation)   3,366    -    3,456    -    -    -    -    6,822 
Depreciation for the year (discontinued operation)   -    -    -    -    -    -    -    - 
Impairment – Refer to note 5a   -    -    -    -    -    45,111    -    45,111 
Foreign Currency Translation   (6,450)   11,304    48,404    12,606    -    5,007,886    -    5,073,750 
Transferred to Non-current Assets Held for Sale                                        
(Current Asset)   -    (163,566)   (95,513)   (6,147)   (18,123)   -    (29,067,650)   (29,350,999)
Disposal   (36,118)   -    -    (11,888)   -    -    -    (48,006)
                                         
Accumulated Depreciation and Impairment at 30 June 2013   338    147,585    863,501    115,387    -    45,565,421    -    46,692,232 
                                         
                                         
Depreciation for the year (continuing operation)   -    -    7,412    -    -    -    -    7,412 
Impairment – Refer to note 5a   -    22,734    6,602    -    -    -    -    29,336 
Foreign Currency Translation   -    (29,543)   (27,338)   -    -    -    -    (56,881)
Transferred to Non-current Assets Held for Sale                                        
(Current Asset)   -    -    -    -    -    -    -    - 
Disposal   -    -    -    -    -    -    -    - 
Accumulated Depreciation and Impairment at 30 June 2014   338    140,776    850,177    115,387    -    45,565,421    -    46,672,099 
                                         
                                         
Carrying Amounts                                        
At 30 June 2013   -    -    6,002    -    -    -    -    6,002 
At 30 June 2014   -    -    2,821    -    -    -    -    2,821 

 

61
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Impairment loss

 

Refer to note 5, Critical Accounting estimates for a detailed discussion on the impairment of assets.

 

Assets under construction

 

These relate to the second biodiesel plant (being the 250,000 tpa plant) in Malaysia. At 30 June 2014 the final acceptance of this plant is under dispute and the matter has been referred to arbitration. See note 24 on capital commitments relating to this plant.

 

17.Other Assets

 

CURRENT          
Prepayments   -    129,475 
Security Deposits   -    92,442 
    -    221,917 
Prepayments are primarily insurance premiums.          
           
NON-CURRENT          
Security Deposits   44,789    40,364 
    44,789    40,364 

 

18.Trade and Other Payables

 

CURRENT          
Unsecured liabilities:          
Trade payables   125,765    175,492 
Sundry payables and accrued expenses   -    247,015 
Deposit received on sale of 100,000 tpa refinery14   -    1,257,390 
    125,765    1,679,897 

 

19.Provisions

 

CURRENT          
Provision for leave   149,735    136,181 
    149,735    136,181 

 

 

14 This initial deposit was received pursuant to the sale of the 100,000 tpa biodiesel plant in Malaysia with the final amount being settled in October 2013.

 

62
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

20.Financial Liabilities

 

   2014   2013 
   $   $ 
CURRENT          
Secured loans   -    - 
Convertible Notes          
- Nominal value (unsecured)   -    32,883,760 
- Equity portion of convertible note   -    (8,480,844)
- Amortisation of equity portion   -    3,001,357 
    -    27,404,273 
NON-CURRENT          
Secured loans   -    1,558,058 
Convertible Notes (unsecured)          
- Nominal value (unsecured)   25,383,760    - 
- Equity portion of convertible note   (11,690,242)   - 
- Amortisation of equity portion   669,954    - 
- Accrued Interest   761,514    - 
    15,124,986    1,558,058 

 

The secured loans and liabilities in the disposal group held for sale above relate to financing of the windmills and a working capital facility in India. The wind and property assets are held as security against the loan funding the windmills, and the working capital facility is secured over the shares of Mission Biofuels India PL. The non-current secured loans are secured over all refining assets and the Indonesian investment.

 

Convertible notes

 

At 30 June 2014 the following convertible notes were in existence:

 

   2014   2013 
Note Series   Series 4    Series 3 
Units   390,520    505,904 
Maturity date   31 December    22 May 2014 
    2018      
Interest rate per annum   6%   0%
Convertible into ordinary shares at the option of   1 note for 433    1 note for 433 
the Holder or the Company in the circumstances   ordinary shares    ordinary 
set out in the Terms and Conditions of the Notes.        shares 
Conversion price  $65.00   $65.00 

 

63
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

In December 2013 the Company successfully restructured the Series 3 Convertible Notes into Series 4 Convertible notes. The key change being the extension of the maturity date from May 2014 to December 2018. The notes now attract a coupon of 6% per annum, however the first coupon payment (accrued from 1 January 2014) is only due on 31 December 2015.

 

The Indonesian receivable and 250,000 tpa refinery assets have been placed as security for the loan facility from SLW International, which has zero owing at 30 June 2014. As disclosed in Note 31, Subsequent Events, the 250,000 tpa refinery has been sold and the security relating to this asset is in the process of being released.

 

21.Tax

 

 

     2014   2013  
     $   $  
   Liabilities         
   CURRENT         
   Current Tax liability / (asset)   -    -  
   NON-CURRENT         
   Deferred tax liability comprises:         
   Unrealised FX gains   -    -  
   Accruals   -    -  
   Other   -    -  
   Total   -    -  
               
               
   Assets         
   Deferred tax assets comprise:         
   Provisions   -    -  
   Transaction costs included in equity   -    -  
   Other   -    -  
       -    -  
   Reconciliations         
 i. Gross Movements         
   The overall movement in the deferred tax account is         
   as follows:         
   Opening balance   -    -  
   (Charge)/credit to statement of profit or loss   -    -  
   Foreign currency translation difference   -    -  
   Closing balance   -    -  

 

64
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

 ii. Deferred Tax Liability        
   The movement in deferred tax liability for each          
   temporary difference during the year is as follows:          
   Tax allowances relating to unrealised FX gains:          
   Opening balance   -    - 
   Charged to the statement of profit or loss   -    - 
   Closing balance   -    - 
   Tax allowances relating to accruals:          
   Opening balance   -    - 
   Charged to the statement of profit or loss   -    - 
   Closing balance   -    - 

 

Other                
Opening balance     -       -  
Charge to the statement of profit or loss     -       -  
Foreign currency translation difference     -       -  
Closing Balance     -       -  

 

 iii. Deferred tax assets             
   The movement in deferred tax assets for each             
   temporary difference during the year is as             
   follows:             
   Provisions:             
   Opening balance   -     -  
   Charged to the statement of profit or loss   -     -  
   Closing balance   -     -  
   Transactions costs on equity issue:             
                 
   Opening balance   -     -  
   (Charged)/Credited directly to equity   -     -  
   Closing balance   -     -  

 

65
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Other          
Opening balance   -    - 
Charged/(Credited) to the statement of profit or          
loss   -    - 
Closing balance   -    - 

 

Deferred tax assets on losses to a value of $4.2 million to date are not brought to account due to not being probable of being recovered. In addition, deferred tax assets for deductible temporary differences of A$23.2 million and deferred tax liabilities for temporary differences of $0.05 million have not been brought to account.

 

22.Issued Capital

 

 

Fully paid ordinary shares (Issued and  2014   2014   2013   2013 
authorised)                
   Number   $   Number   $ 
                     
At the beginning of reporting period   10,870,275    110,415,197    9,452,415    110,320,248 
Ordinary shares issued                    
- July 2011   -    -    -    - 
- January 2012   -    -    -    - 
- October 2012   -    -    1,417,860    94,949 
May 2014   15,000,000    108,000    -    - 
Shares issued on performance right conversion during the year   -    -    -    - 
Subtotal   25,870,275    110,523,197    10,870,275    110,415,197 
Shares issued from conversion of convertible notes   -    -    -    - 
At reporting date   25,870,275    110,523,197    10,870,275    110,415,197 

 

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.

 

At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

 

The ordinary shares issued in April, June and November 2009 included a warrant (option) which expired during the financial year. No other shares issued included a warrant.

 

66
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

The following warrants and options were in existence at reporting date:

 

   2014   2013 
Warrants – from share issues   -    2,995,009 
Employee performance rights   -    1,600 
Total   -    2,996,609 

 

The warrants and options expired during the current financial period.

 

a. Options and Performance Shares

 

For information relating to the Mission NewEnergy Limited option and performance right plans, including details of options and performance shares issued, exercised and lapsed during the financial year and the options outstanding at year-end, refer to the Remuneration report.

 

b. Capital Management

 

Management controls the capital of the Group in order to maintain an appropriate debt to equity ratio, provide the shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern. Due to the stage that the business is in, managements preferred approach is to fund the business with equity, however where equity funding is not available debt funding is considered. Management reviews historic and forecast cash flows on a regular basis in order to determine funding needs.

 

The Group’s debt and capital includes ordinary share capital, performance shares, convertible notes and financial liabilities, supported by financial assets.

 

The convertible notes include the following key covenants:

 

i.comply with the Conditions of the convertible notes;
ii.maintain its corporate existence;
iii.not amend its Constitution or alter the voting or other rights attached to Shares in a manner that is prejudicial to the interests of Note holders;
iv.not do or omit to do anything that would preclude the issue of a valid Cleansing Notice on the date such notice is required to be issued under the Conditions;
v.make disclosure of material information to the public as required by the Listing Rules, or the rules of any other stock exchange on which it is listed and the Corporations Act or any other applicable law;
vi.not incur a total debt obligation (including any unconverted Convertible Notes outstanding at any given time) of higher than 2.5x Group’s net worth (being paid up equity plus any retained earnings) without the prior consent of at least 75% of Note holders (on the basis of one vote for every Convertible Note held unconverted).
vii.not issue more than 25% of the Company's share capital in options or convertible notes, without the prior consent of at least 75% of Note holders(on the basis of one vote for every Convertible Note held at such time unconverted).

 

 

67
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

viii.maintain the capacity to issue sufficient Shares to enable the conversion of all of the outstanding Convertible Notes into Shares in accordance with the Conditions.
ix.ensure that in the event of either material asset sales or consolidation or merger or other business combination transactions, that the Note holders be given at least 5 Business Days notice prior to the event and that the obligation on the notes are assumed by the surviving entity or acquiring entity such that the value of the Notes are not diminished by the event. In any case given such an event the Note holders can require the surviving or acquiring company to redeem the Outstanding Notes for their Face Value plus any accrued but unpaid interest.
x.The Company has complied with these provisions during the reporting period.
xi.There are no other externally imposed capital requirements.
xii.Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.
xiii.There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.

 

23.Reserves

 

1.Share based payments reserve

 

The share based payments reserve arose on the cumulative issue of 70,000 options and 415,000 performance shares to various officers of the Company.

 

Amounts are transferred out of the reserve and into issued capital when the options are exercised, or if lapsed, then transferred to retained earnings.

 

2.Foreign currency translation reserve

 

The foreign currency translation reserve records exchange differences arising on translation of foreign controlled subsidiaries.

 

3.Convertible Notes Reserve

 

The Convertible Notes reserve is used to record the equity component, less the cost of issue, of the convertible notes.

 

68
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

24.Capital and Leasing Commitments

 

   2014   2013 
   $   $ 
Operating Lease Commitments          
- not later than 12 months   86,617    182,726 
- between 12 months and 5 years   381,546    982,229 
- greater than 5 years   988,321    2,073,547 
    1,456,484    3,238,502 

 

Mission Biofuels Sdn Bhd has entered into a lease of 2 lots totalling 24,000 sq metres of land at Kuantan Port, Malaysia for the 250,000 TPA plant. The term of the sub-lease is from 1st June 2007 to 31st December 2027. The rental value increases by 10%, commencing 1 January 2010, and subsequently every three years, starting 1 January 2010. Every 3 years, commencing 1st January 2013, the annual rental will be increased by 10%.

 

Capital Expenditure Commitments

 

   2014   2013 
   $   $ 
Capital expenditure commitments contracted for: -          
Acquisition and installation biodiesel plants15   1,829,666    2,614,181 
    1,829,666    2,614,181 

 

25.Contingent Liabilities and Contingent Assets

 

A subsidiary of the company has received various claims for payments from the contractor liable to complete the construction of Missions 250,000 tpa refinery. The subsidiary company disputes these claims and has counter claimed on various matters. In addition the subsidiary company has submitted that all these matters should be heard as part of the arbitration proceedings. In addition to these claims both parties have agreed to move to arbitration to resolve this matter. These may result in an outflow or inflow of cash resources to the company however it is not possible to quantify this value. The same subsidiary of the company is also party to a claim from the technology provider of Missions 250,000 tpa refinery, however the subsidiary contends that this claim should a matter between the technology provider and the contractor liable to complete the construction of Missions 250,000 tpa refinery.

 

The Group is not aware of any other contingent liabilities or contingent assets as at 30 June 2014.

 

 

15This value is net of late delivery charges and other costs and counter claims the Group believes are eligible to offset against the completion payments of the second biodiesel plant.

 

69
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Segment Reporting

 

   Biodiesel   Corporate   Consolidated   Jatropha and   Refining   Consolidated 
   Refining       (Continuing   Power   (Malaysia)   (Continuing 
   (Continuing       Operations)   Generation   (Discontinued   and 
   Operations)           (India)   Operations)   Discontinued 
               (Discontinued       Operations) 
               Operations)         
   2014   2014   2014   2014   2014   2014 
   $   $   $   $   $   $ 
                         
Revenue                              
                               
Revenue from external customers   -    -    -    140,021    -    140,021 
Interest received   -    1,231    1,231    -    -    1,231 
Other revenue   4,942    9,677,413    9,682,355    -    714,411    10,396,766 
Total segment revenue   4,942    9,678,644    9,683,586    140,021    714,411    10,538,018 
Changes in Inventory   -    -    -    -    -    - 
Costs of materials   -    -    -    -    -    - 
Employee benefits expense   (175,040)   (1,201,663)   (1,376,703)   -    (168,289)   (1,544,992)
Impairment   (255,410)   (107,822)   (363,232)   114,063    204,152    (45,017)
Depreciation and amortisation   -    (7,412)   (7,412)   -    -    (7,412)
Interest expense   -    (4,862,648)   (4,862,648)   (56,044)   -    (4,918,692)
Other expenses   (2,748,939)   (933,569)   (3,682,508)   (60,464)   (1,029,956)   (4,772,928)
Segment result before tax   (3,174,447)   2,565,530    (608,917)   137,576    (279,682)   (751,023)

 

70
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Profit/loss from ordinary activities before income tax             (608,917)   137,576    (279,682)   (751,023)
                               
Income tax expense             -    -    (13,527)   (13,527)
Net profit before accumulated loss from discontinued operations             (608,917)   137,576    (293,209)   (764,550)
                               
Net assets written off from discontinued operations             -    (268,865)   (60,702)   (329,567)
Net profit / (loss) for the year             (608,917)   (131,289)   (353,911)   (1,094,117)
                               
                               
Non-current Segment assets   633,056    3,368,600    4,001,656    155,441    78,608    4,235,705 
Non-current Segment assets – Assets held for sale   -    -    -    1,858,171    -    1,858,171 
                               
Total Segment assets   677,845    3,371,421    4,049,266    2,015,009    78,608    6,142,883 
                               
Segment liabilities   56,772    15,343,714    15,400,486    1,746,144    17,907    17,164,537 
Acquisitions of property, plant and equipment   35,780    4,231    40,011    -         40,011 

 

71
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

   Biodiesel   Corporate   Consolidated   Jatropha and Power   Refining   Consolidated 
   Refining       (Continuing   Generation   (Malaysia)   (Continuing 
   (Continuing       Operations)   (India)   (Discontinued   and 
   Operations)           (Discontinued   Operations   Discontinued 
               Operations)       Operations) 
   2013   2013   2013   2013   2013   2013 
   $   $   $   $   $   $ 
                         
Revenue                              
Revenue from external customers   159,055    -    159,055    361,096    -    520,151 
Interest received   7,634    2,530    10,164    -    -    10,164 
Other revenue   495,394    7,748,706    8,244,100    7,689    -    8,251,789 
Total segment revenue   662,083    7,751,236    8,413,319    368,785    -    8,782,104 
Changes in Inventory   (356,716)   -    (356,716)   -    -    (356,716)
Costs of materials   (10,966)   -    (10,966)   (87,391)   -    (98,357)
Employee benefits expense   (445,460)   (1,172,598)   (1,618,058)   (127,509)   -    (1,745,567)
Impairment   11,493,832    -    11,493,832    (403,463)   -    11,090,369 
Depreciation and amortisation   (3,366)   (3,456)   (6,822)   (144,068)   -    (150,890)
Interest expense   (2,991)   (4,045,692)   (4,048,683)   (232,088)   -    (4,280,771)
Other expenses   (1,967,324)   (1,144,825)   (3,112,149)   (91,160)   -    (3,203,309)
Segment result before tax   9,369,092    1,384,665    10,753,757    (716,894)   -    10,036,863 
Profit/loss from ordinary activities before income tax             10,753,757    (716,894)        10,036,863 
                        -      
Income tax expense             20,020    -         20,020 
                        -    72 
Net profit             10,773,777    (716,894)        10,056,883 

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

   Biodiesel   Corporate   Consolidated   Jatropha and Power   Refining   Consolidated 
   Refining       (Continuing   Generation   (Malaysia)   (Continuing 
   (Continuing       Operations)   (India)   (Discontinued   and 
   Operations)           (Discontinued   Operations   Discontinued 
               Operations)       Operations) 
                         
Non-current Segment assets   38,860    6,002    44,862    -         44,862 
Non-current Segment assets – Assets held for sale   12,573,901    -    12,573,901    1,999,722    -    14,573,623 
Total Segment assets   13,741,623    4,272,965    18,014,588    2,091,994    -    20,106,582 
Segment liabilities   1,591,277    29,187,117    30,778,394    1,832,108    -    32,610,502 
Acquisitions of property, plant and equipment   17,282    4,552    21,834    -         21,834 

 

73
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Segment reporting accounting Policies

 

The Managing Director/Group Chief Executive Officer is the Chief operating decision maker. The reportable segments presented are in line with the segmental information reported during the financial year to the Group Chief Executive Officer.

 

Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories, intangibles and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of payables, employee benefits, accrued expenses and borrowings. Segment assets and liabilities do not include deferred income taxes.

 

Segments exclude discontinued operations.

 

Intersegment Transfers

 

Segment revenues, expenses and results exclude transfers between segments.

 

Business and Geographical Segments

 

The Group had three key business segments. The Group’s business segments are located in Malaysia, Indonesia, and Mauritius (the Mauritian entity acts as a holding company for Mission Biofuels India Pvt Limited, and as such no operational activities occur in Mauritius) with the Group’s head office located in Australia. The Biodiesel Refinery segment is located in Malaysia and the downstream palm oil project is located in Indonesia. The Jatropha business segment is located in India along with the Power generation segment and has been deconsolidated with effect 1 October 2013 (See note 32) along with a portion of the refining activities when this Malaysian subsidiary was placed into voluntary creditors liquidation.

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

27.Cash Flow Information

 

Reconciliation of Cash Flow from Operations  2014   2013 
with Profit (loss) after Income Tax  $   $ 
Profit / (Loss) after income tax before non- controlling interests   (608,917)   10,773,777 
Non cash flows in profit / (loss)          
Depreciation of plant and equipment – continued operations   7,412    6,822 
Interest accrued   761,514    136,785 
Gain on the settlement/restructure of Convertible Note   (9,671,893)   (7,748,485)
Amortisation of Equity portion of Convertible Note   3,199,884    3,394,324 
Provision for employee benefits   13,555    31,429 
(Impairment reversal)/Impairment of assets   29,336    (12,174,134)
Impairment of inventories   -    680,302 
Impairment of receivables and loans   333,896    - 
Net cash provided by / (used in) operating activities before change in assets and liabilities   (5,935,213)   (4,899,180)
           
Change in assets and liabilities          
(Increase) decrease in receivables   -    616,608 
(Increase) decrease in inventories   -    356,716 
(Increase) decrease in other assets   136,959    (48,926)
(Increase) decrease in deferred tax and current tax   (11)   24,753 
Increase (decrease) in creditors and accruals   22,491    (936,036)
Foreign Currency Adjustments   2,398,277    1,277,552 
    (3,377,497)   (3,608,513)
Cash generated/(used) by non-controlling interests   432,037    (106,180)
Cash (used in) operations   (2,945,460)   (3,714,693)

 

Cash flows from discontinued operations (being the Windmill segment) are a net operating cash loss of $0.005 million for the period ended 30 June 2014 ($0.1 million loss for 30 June 2013).

 

There was no non-cash investing activities during the reported periods.

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Credit Standby Facilities with Banks and Funding Sources

 

   2014   2013 
   $   $ 
Loan facilities   5,297,171    7,138,582 
Amount utilised   -    (3,093,097)
    5,297,171    4,045,485 

 

Facilities at June 2014 relate financing for the funding of working capital.

 

28.Related Parties

 

    2014    2013 
    $    $ 
There were no transactions with related parties during the period other than with subsidiaries which were 100% wholly owned.   -    - 

 

29.Financial Instruments

 

Financial Risk Management

 

The Group has a financial risk management policy in place and the financial risks are overseen by the Board. The Group’s financial instruments consist mainly of deposits with banks, secured loans, convertible notes, other financial assets, accounts receivable, accounts payable, and loans to and from subsidiaries.

 

The principal risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk.

 

The Group does not have any financial assets carried at fair value therefore no further disclosure in relation to the fair value hierarchy is presented. In addition the group does not have any financial instruments that are subject to recurring or non-recurring fair value measurements.

 

76
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Fair value of financial instruments

 

   Carrying       Level 1   Level 2   Level 3 
   amount   Fair Value             
   $   $             
Financial assets                         
Cash and cash equivalents   451,953    451,953    -    -    - 
Receivables (Current)   3,549,702    3,549,702    -    -    - 
Financial liabilities                         
                          
Trade and other payables   125,765    125,765    -    -    - 
Current loans   -    -    -    -    - 
Non-current loans   15,124,986    15,372,741    -    15,372,741      

 

The fair value measurements are shown by level of the following fair value measurement hierarchy:

 

·Level 1 - quoted prices (unadjusted) in active markets for identical as-sets or liabilities

 

·Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly, and

 

·Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The non-current liabilities above are the Groups convertible notes, which are deemed a Level 2 financial instrument. As there is no active market for these convertible notes, this financial instrument is valued using observable market data and therefore is categorised as a Level 2 financial instrument.

 

The fair value of cash and cash equivalents, other financial assets, receivables, trade and other payables and current loans are short-term instruments in nature whose carrying value is equivalent to fair value.

 

Non-current loans are carried at amortised cost, with the fair value being determined using a discounted cash flow model incorporating current commercial borrowing rates.

 

Interest rate risk

 

Interest rate risk is managed with a mixture of fixed and floating rate deposits, fixed rate convertible note debt and floating rate debt. For further details on interest rate risk refer to the table below under liquidity risk. The Group’s main interest rate risk, being cash flow interest rate risk, arises from the windmill loan.

 

77
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Group sensitivity

 

At 30 June 2014, if interest rates had changed by -/+ 25 basis points, with all other variables held constant, the following financial impacts would have been recorded by the Group;

 

-Effect on post tax profit – A$ 31,729 lower/higher (2013: A$ Nil lower/higher)
-Equity would have been – A$ 31,729 lower/higher (2013: A$ Nil lower/higher)

 

Foreign currency risk

 

The Group operates internationally through a number of subsidiaries and is thus exposed to fluctuations in foreign currencies, arising from the foreign currencies held in its bank accounts, the sale of goods in currencies other than the Group’s measurement currency, and the translation of results from investments in foreign operations. The foreign exchange exposures are primarily to the Indian Rupee, Malaysian Ringgit and the US dollar.

 

Foreign exchange risks arising from the sale of products are hedged using forward exchange contracts.

 

Foreign currency risks arising from commitments in foreign currencies are managed by holding cash in that currency. Foreign currency translation risk is not hedged, with translation differences being reflected in the foreign currency translation reserve.

 

Group sensitivity

 

At 30 June 2014, if foreign currencies had changed by -/+ 10%, with all other variables held constant, the following financial impacts would have been recorded by the Group;

 

Effect on cash and cash equivalent – A$ 38,104 lower/ A$ 46,571 higher (2013: A$ 126,339 lower/ A$154,415 higher)

 

Profit and Loss would have been – A$ 38,104lower/ A$ 46,571 higher (2013: A$126,339 lower/ A$154,415)

 

Hedging of Foreign Currency Risk

At financial report date the Group had no forward exchange contracts in place.

 

Credit risk

 

Malaysian operations

 

Credit risk for receivables at 30 June 2014 in the refining operations stemmed from receivables from the 250,000 tpa refinery EPCC contractor for costs incurred on their behalf now recoverable as part of the arbitration proceedings.

 

Indonesian operations

 

The group carries a receivable relating to an investment into an Indonesian palm oil joint venture. This receivable is the minimum amount due to the Group under the joint venture agreement which is with a large state owned entity, and hence the credit risk is deemed low.

 

78
 

 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Second Biodiesel Plant Guarantee

 

The parent entity had provided a corporate guarantee to the contractor of the second Biodiesel plant that the subsidiary will re-instate the letter of credit originally placed at construction commencement. The original term of the letter of credit has since expired and therefore so has the guarantee.

 

The following table sets out the credit quality of financial assets:

 

   2014   2013 
   $   $ 
Cash and Cash Equivalents          
Counterparties with external credit rating (Standard and Poors)          
A-1+   451,953    1,381,582 
A-1   -    - 
A-2   -    38,035 
    451,953    1,419,617 

 

Receivables          
Counterparties without external credit rating          
Group 1   3,549,653    3,833,373 
Group 2   -    - 

 

Group 1 receivables relate receivables under arbitration, the timing and recoverability being dependant on the outcome of the arbitration proceedings.

Group 2 receivables relate to existing customers (more than 6 months) with no defaults in the past.

 

Commodity Risk

 

As there was no inventory held as at 30 Jun 2014, the Group has no exposure to market prices of input costs into the production of biodiesel.

 

79
 

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Liquidity risk

 

           Weighted Average 
           Interest Rate 
   2014   2013   2014   2013 
   $   $   %   % 
Financial Assets:                    
Cash and cash equivalents   451,953    1,419,617    2.35%   0.1%
Other financial assets   -    11,686    -    - 
Loans and Receivables   3,549,653    3,833,373    -    - 
    4,001,606    5,264,676           
                     
Financial Liabilities summarised by contractual maturity:           
Current debt                    
Floating Interest Rate – less than 6 months   -    838,178    -    16.5%
Floating Interest Rate - 6 to 12 months   -    838,178    -    16.5%
Fixed Interest Rate – 6 to 12 months   -    27,404,273    -    - 
Non Interest Bearing   -    -    -    - 
Total Current Debt   -    29,080,629           
                     
Non-current debt                    
                     
Floating Interest Rate (1 to 3 Years)   -    -           
Floating Interest Rate (4 to 5 Years)   -    -           
Fixed Interest Rate (1 to 3 Years)   15,124,986    1,558,058    6.0%   20.0%
Fixed Interest Rate (4 to 5 Years)   -    -           
                     
Total Non-Current Debt   15,124,986    1,558,058           

 

The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash is maintained.

 

80
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719) 

 

30.Parent entity information

 

Information relating to
Mission NewEnergy
Limited:
  2014
$
   2013
$
 
Current assets   3,362,796    16,832,209 
Total assets   3,365,617    16,838,210 
Current liabilities   (218,728)   (27,629,060)
Total liabilities   (15,124,987)   (29,187,118)
Net asset (deficit)/surplus   (11,978,098)   (12,348,908)
Issued capital   110,418,635    110,310,635 
Opening Retained loss   (136,047,883)   (151,984,584)
Share based payments reserve   4,907,496    4,907,496 
Convertible notes reserve   11,690,242    8,480,845 
Total shareholders’ equity   (11,978,098)   (12,348,908)
Profit / (Loss) of the parent entity   1,193,978    14,948,318 
Total comprehensive income of the parent entity   1,193,978    14,948,318 
           
Details of any contingent liabilities of the parent entity   -    - 
Details of any contractual commitments by the parent entity for the acquisition of property, plant or equipment.   -    - 

 

The parent entity had provided a corporate guarantee to the contractor of the second Biodiesel plant that the subsidiary will re-instate the letter of credit originally placed at construction commencement. The original term of the letter of credit has since expired and therefore so has the guarantee.

 

The Parent entity is not aware of any other contingent liabilities or contingent assets as at 30 June 2014.

 

81
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

31.Events occurring after the reporting period

 

Other than the matters mentioned below, there have been no significant subsequent events up until the date of signing this Financial Report.

 

On 3 July 2014 KNM Process Systems Sdn Bhd has applied to the courts in Australia to have Mission re-instate a corporate guarantee to the contractor of the second Biodiesel plant originally placed at construction commencement. Mission has rejected this claim and instructed its solicitors to pursue all available legal avenues to protect Mission’s interest and rights.

 

On 21 July 2014, the Company announced that the Indonesian Arbitration tribunal rejected the claim for compensation of approximately US$85m, in a 2-1 majority decision, awarding Mission’s subsidiary, Oleovest Pte Ltd, with US$3,360,000.

 

On 1 September 2014, the Company announced it had entered into a Joint Venture contract where the Groups 250,000 tpa refinery will be sold to the joint venture company. The Group will retain a 20% shareholding of the new joint venture company. All conditions precedent to the transaction are expected to be completed by the fourth quarter of 2014.

 

32.Non-current assets held for sale and discontinued operations

 

As at the date of this report a working capital loan for Mission Biofuels India PL (MBIPL) (the company operating the power and jatropha segment) is in default. The shares of MBIPL are held as security for the loan by the lender. As a result of the loan default, the Indian operations have been deconsolidated from the Group financial statements with effect from 1 October 2013 due to an effective change in control at that date.

 

In February 2014 Mission Biotechnologies Sdn Bhd went into a process of winding up and appointed a liquidator for this purpose. Creditors of the company ratified that the said company be wound up vide Creditors Voluntary Winding up.

 

The revenue, expenditure and carrying amount of the assets and liabilities in this disposal group are summarised as follows:

 

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Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Discontinued operations  2014   2013 
   $   $ 
         
Revenue   854,432    368,785 
           
Cost of materials   -    (87,391)
           
Depreciation   -    (144,068)
           
Impairment – non-current assets   -    (350,299)
           
Net Impairment – current assets   318,214    (53,164)
           
Other expenses   (1,258,709)   (218,669)
           
Finance Costs   (56,044)   (232,088)
           
Income tax expense   (13,527)   - 
           
Net assets written off on deconsolidation   (329,566)   - 
           
Net loss from discontinued operations attributable to members of the parent   (485,200)   (716,894)
           
Non-current assets classified as held for sale          
           
Property, Plant and Equipment – power generation assets   -    1,565,534 
           
Property, Plant and Equipment – jatropha assets   -    434,188 
           
Property, Plant and Equipment – refining assets   -    12,573,901 
           
    -    14,573,623 
           
Liabilities classified as held for sale          
           
Financial liabilities – power generation and jatropha segment   -    1,676,355 
           
Other liabilities – power generation and jatropha segment   -    155,753 
           
    -    1,832,108 

 

The assets in this disposal group were deconsolidated during the current financial period.

 

83
 

  

Mission New Energy Limited and Controlled Entities

(ABN 63 117 065 719)

 

33.–Company Details

 

The registered office of the company is: Mission NewEnergy Limited, Unit B2, 431 Roberts Road, Subiaco, WA 6008, Australia.

 

The principal places of business are:

 

Australia Mission NewEnergy Limited
  Head Office
  Unit B9, 431 Roberts Rd, Subiaco,
  Western Australia, 6008, Australia.
   
Malaysia Mission Biofuels Sdn Bhd
  Unit 621, Block A, Kelana centre
  point, No. 3, Jalan ss7/ 19,
  Kelanajaya, 47301 Petaling Jaya,
  Selangor
   
Mauritius Mission Agro Energy Limited
  9th Floor Ebene Tower
  52 Cybercity
  Ebene
  Republic of Mauritius

  

84
 

  

Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Directors Declaration

 

Mission NewEnergy Limited and Controlled Entities
(ABN 63 117 065 719)

 

1.In the opinion of the Directors of Mission NewEnergy Limited (the company):

 

a.The consolidated financial statements and notes are in accordance with the Corporations Act 2001, including:

 

igiving a true and fair view of the financial position of the Group as at 30 June 2014:

 

iiand of it’s performance, for the financial year ended on that date, and

 

iiicomplying with Australian Accounting Standards (including Australian Accounting Interpretations) and the Corporations Regulations 2001; and

 

ivThe financial report also complies with International Financial Reporting Standards and other mandatory professional reporting requirements as disclosed in note 2.

 

b.there are reasonable grounds to believe that Mission NewEnergy Ltd will be able to pay its debts as and when they become due and payable

 

2The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Group Chief Executive Officer and Chief Finance Officer for the financial year ended 30 June 2014.

 

This declaration is made in accordance with a resolution of the Board of Directors.

 

 
   
Nathan Mahalingam  
Group Chief Executive Officer  
   
Dated: 2 September 2014  

 

85
 

  

Tel: +61 8 6382 4600

Fax: +61 8 6382 4601

www.bdo.com.au

38 Station Street

Subiaco, WA 6008

PO Box 700 West Perth WA 6872

Australia

 

INDEPENDENT AUDITOR’S REPORT

 

To the members of Mission NewEnergy Limited

 

Report on the Financial Report

 

We have audited the accompanying financial report of Mission NewEnergy Limited, which comprises the consolidated statement of financial position as at 30 June 2014, the consolidated statement of profit or loss, The consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated 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 of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

 

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 gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2, 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.

 

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 about 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 judgement, 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 company’s preparation of the financial report that gives a true and fair view 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 company’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 Mission NewEnergy Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

 

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

 

86
 

 

 

 

Opinion

 

In our opinion:

 

(a)the financial report of Mission NewEnergy Limited is in accordance with the Corporations Act 2001, including:

 

(i)giving a true and fair view of the consolidated entity’s financial position as at 30 June 2014 and of its performance for the year ended on that date; and

 

(ii)complying with Australian Accounting Standards and the Corporations Regulations 2001; and

 

(b)the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

 

Emphasis of matter

 

Without modifying our opinion, we draw attention to Note 2 in the financial report, which indicates that the group is currently in a Net Asset Deficiency position of $11,351,221 with net operating cash outflow for the year of $2,945,460 and the ability of the group to continue as a going concern is dependant upon raising further cash through sale of assets and recovery of receivables, issuing equity and generating positive cashflows from operations. These conditions, along with other matters as set out in Note 2, indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

 

Report on the Remuneration Report

 

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2014. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

 

Opinion

 

In our opinion, the Remuneration Report of Mission NewEnergy Limited for the year ended 30 June 2014 complies with section 300A of the Corporations Act 2001.

 

BDO Audit (WA) Pty Ltd  
   
 
 
   
Brad McVeigh  
   
Director  
   
Perth, 2 September 2014  

 

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Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Corporate Governance Report

 

The Board of Directors of Mission NewEnergy Limited (Mission) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

 

In accordance with the Australian Securities Exchange (ASX) Corporate Governance Council’s (“CGC”) “Principles of Good Corporate Governance and Best Practice Recommendations” the Corporate Governance Statement must contain certain specific information and must disclose the extent to which the Company has followed the guidelines during the period. Where a recommendation has not been followed, that fact must be disclosed together with the reasons for the departure.

 

The Company’s corporate governance practices were in place throughout the year and are compliant, unless otherwise stated, with the ASX Corporate Governance Council’s principles and recommendations, which are noted below.

 

Principle 1. Lay solid foundations for management and oversight
   
Principle 2. Structure the Board to add value
   
Principle 3. Promote ethical and responsible decision making
   
Principle 4. Safeguard integrity in financial reporting
   
Principle 5. Make timely and balanced disclosure
   
Principle 6. Respect the rights of shareholders
   
Principle 7. Recognise and manage risk
   
Principle 8. Remunerate fairly and responsibly

 

The Board has developed policies and practices consistent with the ASX Recommendations, with such adjustments as the Board believes are appropriate for the particular circumstances of the Company. Consistent with these policies, a summary of the corporate governance policies and practices adopted by Mission is set out below.

 

Role of the Board of Directors

 

The Board of Mission is responsible for setting the Company’s strategic direction and providing effective governance over Mission’s affairs in conjunction with the overall supervision of the Company’s business with the view of maximising shareholder value. The Board's key responsibilities are to:

 

-chart the direction, strategies and financial objectives for Mission and monitor the implementation of those policies, strategies and financial objectives;

 

-keep updated about the Group’s business and financial status;

 

-provide oversight and monitor compliance with regulatory requirements, ethical standards, risk management, internal compliance and control, code of conduct, legal compliance and external commitments;

 

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-appoint, evaluate the performance of, determine the remuneration of, plan for the succession of and, where appropriate, remove the Group Chief Executive Officer, the Company Secretary and the Chief Financial Officer;

 

-exercise due care and diligence and sound business judgment in the performance of those functions and responsibilities;

 

-ensure that the Board continues to have the mix of skills and experience necessary to conduct Mission's activities, and that appropriate directors are selected and appointed as required, and

 

-The Group has a formal process to educate new directors about the nature of the business, current issues, the corporate strategy, the culture and values of the Group, and the expectations of the Group concerning performance of the directors. In addition directors are also educated regarding meeting arrangements and director interaction with each other, senior executives and other stakeholders. Directors also have the opportunity to visit Group facilities and meet with management to gain a better understanding of business operations. Directors are given access to continuing education opportunities to update and enhance their skill and knowledge.

 

The Board has adopted a Board Charter, which sets out in more detail the responsibilities of the Board. The Board Charter sets out the division of responsibility between the Board and management to assist those affected by decisions to better understand the respective accountabilities and contribution to Board and management.

 

In accordance with Mission's Constitution, the Board delegates responsibility for the day–to–day management of Mission to the Group Chief Executive Officer (subject to any limits of such delegated authority as determined by the Board from time to time). Management as a whole is charged with reporting to the Board on the performance of the Company.

 

Board structure and composition

 

During the financial year ended June 2014, the Board was comprised of 7 directors, of which five were independent non–executive Directors. Details of each director’s skills, expertise and background are contained within the directors’ report included with the company’s annual financial statements. The Board considers the mix of skills and the diversity of Board members when assessing the composition of the Board. The Board assesses existing and the potential Director’s skill to ensure they have appropriate industry expertise in the Group’s operating segments.

 

Independence, in this context, is defined to mean a non–executive Director who is free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the Directors’ ability to act in the best interests of Mission. The definition of independence in ASX Recommendation 2.1 is taken into account for this purpose.

 

On 1 July 2014, two non-executive Directors retired as part of the ongoing restructure of the group and an Executive Director was appointed.

 

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(ABN 63 117 065 719)

 

A Director cannot hold the position of both Chairman and Group Chief Executive Officer.

 

Mission's non–executive Directors may not hold office for a continuous period in excess of three years or past the third annual general meeting following their appointment, whichever is longer, without submitting for re–election. Directors are elected or re–elected, as the case may be, by shareholders in a general meeting. Directors may offer themselves for re–election. A Director appointed by the Directors (e.g., to fill a casual vacancy) will hold office only until the conclusion of the next annual general meeting of Mission but is eligible for re–election at that meeting.

 

Under Mission's Constitution, voting requires a simple majority of the Board. The Chairman does not hold a casting vote.

 

Board Diversity

 

The Board has a formal diversity policy which states that Mission NewEnergy Limited is committed to embedding a corporate culture that embraces diversity through;

 

-Recruitment on the basis of competence and performance and selection of candidates from a diverse pool of qualified candidates,
-Maintaining selection criteria that does not indirectly disadvantage people from certain groups,
-Provide equal employment opportunities through performance and flexible working practices,
-Maintain a safe working environment and supportive culture by taking action against inappropriate workplace and business behaviour that is deemed as unlawful (discrimination, harassment, bullying, vilification and victimisation),
-Promote diversity across all levels of the business,
-Undertake diversity initiatives and measuring their success,
-Regularly surveying our work climate,
-The Board of Directors establishing measurable objectives in achieving gender diversity.

 

Since the Company’s incorporation, given its cross-jurisdictional operations in Australia, Malaysia and India, a diversity practice is naturally in place. All members of the Board are male. The Board continues to review the gender diversity goals of the Group, but given the current Group wide restructure and dramatic reduction in operations, no changes are currently deemed appropriate.

 

Board and management effectiveness

 

Responsibility for the overall direction and management of Mission, its corporate governance and the internal workings of Mission rests with the Board, notwithstanding the delegation of certain functions to the Group Chief Executive Officer and management generally (such delegation effected at all times in accordance with Mission’s Constitution and its corporate governance policies). The Board has access, at the company’s expense, to take independent professional advice after consultation with the Chairman.

 

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Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

An evaluation procedure in relation to the Board, individual Directors and Company executives was completed during the year. The evaluation of the Board as a whole was facilitated through the use of a questionnaire required to be completed by each Board Member, the results of which were summarised, discussed with the Chairman of the Board and tabled for discussion at a Board Meeting. Similarly each individual Director was required to self assess his performance and discuss the results with the Chairman. Individual Directors’ performance is evaluated by reference to the Director’s contribution to monitoring and assessing management performance in achieving strategies and budgets approved by the Board (among other things).

 

A similar process for review of committees was undertaken during the 2013/14 financial year.

 

To ensure management, as well as Board effectiveness, the Remuneration and Nomination Committee has direct responsibility for evaluating the performance of the Group Chief Executive Officer and other executives.

 

Internal control, risk management and financial reporting

 

The Board has overall responsibility for Mission's systems of internal control. These systems are designed to ensure effective and efficient operations, including financial reporting and compliance with laws and regulations, with a view to managing the risk of failure to achieve business objectives. It must be recognised, however, that internal control systems can provide only reasonable and not absolute assurance against the risk of material loss.

 

The Board reviews the effectiveness of the internal control systems and risk management on an ongoing basis, and monitors risk through the Audit and Risk Management Committee (see the Audit and Risk Management Committee). The Board regularly receives information about the financial position and performance of Mission. For annual and half-yearly accounts released publicly, the Group Chief Executive Officer and the Chief Financial Officer sign-off to the Board:

 

·the accuracy of the accounts and that they represent a true and fair view, in all material respects, of Missions financial condition and operational results, and have been prepared in accordance with applicable accounting standards; and

 

·that the representations are based on a system of risk management and internal compliance and control relating to financial reporting which implements the policies adopted by the Board, and that those systems are operating efficiently and effectively in all material respects.

 

In addition, management has reported to the Board on the effectiveness of the Company’s management of its material business risks.

 

Internal audit

 

The Audit and Risk Committee reviews all audit items raised and provides guidance where appropriate or required. Due to the current size and nature of operations within the Group, no internal audit function currently exists.

 

The companies risk management policy is included in the Corporate Governance section of the Company’s website.

 

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(ABN 63 117 065 719)

 

Committee’s of the Board of Directors

 

The Board has established two permanent Board committees to assist the Board in the performance of its functions:

 

·the Audit and Risk Management Committee; and

 

·the Remuneration and Nomination Committee.

 

Each committee has a charter, which sets out the Committee's purpose and responsibilities. The Committees are described further below.

 

The names of the members of the two committees are set out in the Directors’ report contained within the Company’s annual financial statements.

 

Audit and Risk Management Committee

 

The purpose of the Audit and Risk Management Committee is to provide assistance to the Board in its review of:

 

·Mission's financial reporting, internal control structure and risk management systems’;

 

·the internal and external audit functions; and

 

·Mission's compliance with legal and regulatory requirements in relation to the above.

 

The Audit and Risk Management Committee has specific responsibilities in relation to Missions' financial reporting process; the assessment of accounting, financial and internal controls; the appointment of the external auditor; the assessment of the external audit; the independence of the external auditor; and setting the scope of the external audit.

 

During the financial year the Audit and Risk Management Committee comprised five independent non–executive Directors that have diverse and complementary backgrounds. The Chairman of the Audit and Risk Management Committee must be an independent non–executive Director.

 

Remuneration and Nomination Committee

 

The purpose of the Remuneration and Nomination Committee is to discharge the Board's responsibilities relating to the nomination and selection of Directors and the compensation of the Company's executives and Directors.

 

The key responsibilities of the Remuneration and Nomination Committee are to:

 

·ensure the establishment and maintenance of a formal and transparent procedure for the selection and appointment of new Directors to the Board; and

 

·establish transparent and coherent remuneration policies and practices, which will enable Mission to attract, retain and motivate executives and Directors who will create value for shareholders and to fairly and responsibly reward executives.

 

During the financial year the Remuneration and Nomination Committee comprised five independent non–executive Directors. The Chairman of the Remuneration and Nomination Committee must be an independent non–executive Director.

 

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Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

The remuneration policy which sets out the terms and conditions for the Managing Director/Group Chief Executive Officer and other senior executives is set out in the Remuneration Report included in the Directors’ Report contained within the Company’s annual report.

 

Timely and balanced disclosure

 

Mission is committed to promoting investor confidence and ensuring that shareholders and the market have equal access to information and are provided with timely and balanced disclosure of all material matters concerning the Company. Additionally, Mission recognises its continuous disclosure obligations under the ASX Listing Rules and the Corporations Act. To assist with these matters, the Board has adopted a Continuous Disclosure and Shareholder Communication Policy.

 

The Continuous Disclosure and Shareholder Communication Policy allocates roles to the Board and management in respect of identifying material information and coordinating disclosure of that information where required by the ASX Listing Rules.

 

The Policy also identifies authorised company spokespersons and the processes Mission has adopted to communicate effectively with its shareholders. In addition to periodic reporting, Mission will ensure that all relevant information concerning the Company is placed on its website.

 

Ethical and responsible decision–making

 

Code of Conduct

 

The Board has created a framework for managing the Company including internal controls, business risk management processes and appropriate ethical standards.

 

The Board has adopted practices for maintaining confidence in the Company's integrity including promoting integrity, trust, fairness and honesty in the way employees and Directors’ conduct themselves and Mission’s business, avoiding conflicts of interest and not misusing company resources. A formal Code of Conduct has been adopted for all employees and Directors of Mission.

 

Securities Trading Policy

 

A Securities Trading Policy has been adopted by the Board to set a standard of conduct, which demonstrates Mission's commitment to ensuring awareness of the insider trading laws, and that employees and Directors’ comply with those laws. The Securities Trading Policy imposes additional share trading restrictions on Directors, the Company Secretary, executives and employees involved in monthly financial accounting processes ("specified persons").

 

Under the Securities Trading Policy, specified persons are only permitted to buy and sell securities if they do not possess non–public price sensitive information and trading occurs outside of specified restricted periods. These periods are the periods commencing on the first day of the month before the end of the half–year or full year period and ending on the next business day after the announcement of the results for that period. In addition, before a specified person can deal in Mission's securities they must obtain clearance from the appropriate officer, confirming that there is no reason why they cannot trade.

 

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Mission NewEnergy Limited and Controlled Entities

(ABN 63 117 065 719)

 

Other Information

 

Mission NewEnergy Limited is included on its website (www.missionnewenergy.com) full details of its corporate governance regime.

 

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SHAREHOLDER INFORMATION

 

Twenty largest shareholders as at 19 September 2014

 

Rank Name Units % of
units
1 MURALIDHAR MENON 5,000,000 19.33%
1 KARISMA INTERGRASI SDN BHD 5,000,000 19.33%
1 KAJAINTHARAN SITHAMBARAN 5,000,000 19.33%
2 CEDE & CO 4,917,907 19.01%
3 NADARAJA MUTHU 1,417,860 5.48%
4 CITICORP NOMINEES PTY LIMITED 1,385,411 5.36%
5 MISSION EQUITIES SDN BHD 492,957 1.91%
6 MR BOONSRI PEWKLIANG & MRS KATIMA PEWKLIANG 414,591 1.60%
7 NATIONAL NOMINEES LIMITED 291,150 1.13%
8 MR CHARLES CRUMLISH 286,890 1.11%
9 MS SARAH LIM 207,116 0.80%
10 SWAMINATHAN MAHALINGAM 119,999 0.46%
11 MR JAMES GARTON 112,051 0.43%
12 MR GUY BURNETT 112,001 0.43%
13 MS VICKI ANNE APPLETON 103,000 0.40%
14 J P MORGAN NOMINEES AUSTRALIA LIMITED 79,873 0.31%
15 MR JOSEPH AUGUSTINE FERRAZ & MRS MARIA JOAQUINA FERRAZ 75,250 0.29%
16 MR PARANTAMAN RAMASAMY 50,028 0.19%
17 MR HAMID KAMAL MIRZA 50,000 0.19%
17 MISS NUSRAT JEHAN MIRZA 50,000 0.19%
17 MISS MUSSARUT JABEEN MIRZA 50,000 0.19%
18 MR MATTHEW DREWERY 45,591 0.18%
19 MR WAYNE ALLAN MASTERTON & MRS ROSLYN JOYCE MASTERTON 42,081 0.16%
20 DR ALBERT KILDARE SHERIDAN 34,043 0.13%

 

Range  Securities   %   No of Holders 
100,001 and Over   24,856,883    96.08    15 
10,001 to 100,000   669,370    2.59    22 
5,001 to 10,000   110,310    0.43    14 
1,001 to 5,000   133,071    0.51    57 
1 to 1,000   100,641    0.39    637 
Total   25,870,275    100.00    745 

 

There were 728 holders of 858,269 ordinary shares which were less than a marketable parcel of ordinary shares.

 

Voting rights

 

Ordinary fully paid shares carry voting rights of one vote per share.

 

Substantial holders

 

The names of the substantial shareholders in the holding company’s register at 19 September 2014 are set out below:

 

Name   Units 
MURALIDHAR MENON   5,000,000 
KARISMA INTERGRASI SDN BHD   5,000,000 
KAJAINTHARAN SITHAMBARAN   5,000,000 
Nadaraja Muthu   1,417,860 

 

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Share Registry

 

Link Market Services Limited

Central Park, Level 4

152 St Georges Terrace

Perth WA 6000

Telephone: 1300 554 474

Email: registrars@linkmarketservices.com.au

 

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