Carmichael Rail and Port Singapore Holdings 2015 Annual Report.pdf
1. CARMICHAEL RAIL AND PORT
SINGAPORE HOLDINGS PTE. LTD.
Registration Number: 201425301K
FINANCIAL STATEMENTS
Year ended 31 March 2015
This document contains no signatures as it is system-generated from the full set of
Financial Statements filed in XBRL by company with ACRA.
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2. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 2
The director is pleased to present his report to the member, together with the audited consolidated
financial statements of Carmichael Rail and Port Singapore Holdings Pte Ltd (the "Company") and
its subsidiaries (collectively, the “Group”) for the financial year from 28 August 2014 (date of
incorporation) to 31 March 2015.
Director
The director in office at the date of this report is:
Vinod Shantilal Adani
Arrangements to enable director to acquire shares and debentures
Neither at the end of nor at any time during the financial year was the Company a party to any
arrangement whose objects are, or one of whose objects is to enable the director of the Company to
acquire benefits by means of the acquisition of shares in, or debentures of the Company or any
other body corporate.
Director's interests in shares and debentures
No director who held office at the end of the financial year had, according to the register of director's
shareholdings required to be kept under Section 164 of the Companies Act, Chapter 50, an interest
in shares, share options, warrants or debentures of the Company, or of related corporation, either at
the beginning of the financial year or at the end of the financial year.
Director’s contractual benefits
Since the date of incorporation, no director of the Company has received or become entitled to
receive a benefit by reason of a contract made by the Company or a related corporation with the
director, or with a firm of which the director is a member, or with a Company in which the director
has a substantial financial interest.
Auditor
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditor.
Vinod Shantilal Adani
Director
Singapore
9 March 2016
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3. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 3
Statement by director
I, Vinod Shantilal Adani, being the director of Carmichael Rail and Port Singapore Holdings Pte.
Ltd., do hereby state that, in my opinion,
(i) the accompanying balance sheets, consolidated statement of comprehensive income,
statements of changes in equity, and consolidated statement of cash flows together with
notes thereto are drawn up so as to give a true and fair view of the financial position of the
Group and of the Company as at 31 March 2015 and the financial performance, changes in
equity and cash flows of the Group and the changes in equity of the Company from the
financial year from 28 August 2014 (date of incorporation) to 31 March 2015, and
(ii) at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.
Vinod Shantilal Adani
Director
Singapore
9 March 2016
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4. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 4
Independent auditor’s report
For the financial year from 28 August 2014 (date of incorporation) to 31 March 2015
Independent auditor’s report to the member of Carmichael Rail and Port Singapore Holdings
Pte. Ltd.
Report on the financial statements
We have audited the accompanying financial statements of Carmichael Rail and Port Singapore
Holdings Pte. Ltd. (the “Company”) and its subsidiaries (collectively, the "Group"), which comprise
the balance sheets of the Group and the Company as at 31 March 2015, the statements of changes
in equity of the Group and the Company and the consolidated statement of comprehensive income
and consolidated cash flow statement of the Group for the financial year from 28 August 2014 (date
of incorporation) to 31 March 2015, and a summary of significant accounting policies and other
explanatory information.
Management's responsibility for the financial statements
Management is responsible for the preparation of financial statements that give a true and fair view
in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the "Act") and
Singapore Financial Reporting Standards, and for devising and maintaining a system of internal
accounting controls sufficient to provide a reasonable assurance that assets are safeguarded
against loss from unauthorised use or disposition; and transactions are properly authorised and that
they are recorded as necessary to permit the preparation of true and fair financial statements and to
maintain accountability of assets.
Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Singapore Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity's preparation of the financial statements that give 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 entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
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5. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 5
Independent auditor’s report
For the financial year from 28 August 2014 (date of incorporation) to 31 March 2015
Independent auditor’s report to the member of Carmichael Rail and Port Singapore Holdings
Pte. Ltd.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet and
statement of changes in equity of the Company are properly drawn up in accordance with the
provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view
of the financial position of the Group and of the Company as at 31 March 2015 and of the financial
performance, changes in equity and cash flows of the Group and the changes in equity of the
Company for the financial year from 28 August 2014 (date of incorporation) to 31 March 2015.
Report on other legal and regulatory requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and
by those subsidiaries incorporated in Singapore of which we are the auditors have been properly
kept in accordance with the provisions of the Act.
Ernst & Young LLP
Public Accountants and
Chartered Accountants
Singapore
9 March 2016
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6. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 6
Consolidated statement of comprehensive income
For the financial year from 28 August 2014 (date of incorporation) to 31 March 2015
Group
Note
Year ended
31 March 2015
8 April 2013 -
31 March 2014
$ $
Revenue
Interest income 4 55,160 –
Cost and expenses
Other operating expenses (61,655) (15,000)
Foreign currency loss (369) –
Interest expenses 5 (1,875,911) (267)
Property, plant and equipment written off 8 (23,255,069) −
Loss before taxation (25,137,844) (15,267)
Income tax expense 6 − −
Loss for the financial year, representing total
comprehensive income for the financial year (25,137,844) (15,267)
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
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7. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 7
Balance sheets
As at 31 March 2015
Group Company
Note 31 March 2015 31 March 2014 31 March 2015
$ $ $
ASSETS
Non-current assets
Investment in subsidiaries 7 − − 1,712
Property, plant and equipment 8 153,489,867 30,524,104 −
Intangible assets 9 155,000,000 − −
308,489,867 30,524,104 1,712
Current assets
Other receivables 97,836 132,548 −
Advances to suppliers 1,785,519 − −
Cash and cash equivalents 10 3,785,416 1,100,617 −
5,668,771 1,233,165 −
Total assets 314,158,638 31,757,269 1,712
EQUITY AND LIABILITIES
Current liabilities
Other payables and accruals 11 (69,874,869) (15,000) (13,000)
Amounts due to related parties
and a subsidiary 12 (3,316,600) (31,757,535) (856)
(73,191,469) (31,772,535) (13,856)
Net current liabilities (67,522,698) (30,539,370) (13,856)
Non-current liabilities
Amount due to a related party 12 (125,344,464) − −
Interest bearing loans 13 (140,774,959) − −
(266,119,423) − −
Total liabilities (339,310,892) (31,772,535) (13,856)
Net liabilities (25,152,254) (15,266) (12,144)
Equity attributable to owner
of the Group
Share capital 14a 856 − 856
Merger reserve 14b 1 1 −
Accumulated losses (25,153,111) (15,267) (13,000)
Total equity (25,152,254) (15,266) (12,144)
Total equity and liabilities (314,158,638) (31,757,269) (1,712)
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
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8. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 8
Statements of changes in equity
For the financial year from 28 August 2014 (date of incorporation) to 31 March 2015
Share
capital
(Note 14a)
Merger
reserve
(Note 14b)
Accumulated
losses
Total
equity
$ $ $ $
Group
As at 8 April 2013 – − − –
Arising from Reorganisation
Exercise (Note 7) − 1 − 1
Loss for the financial year,
representing total comprehensive
income for the financial year – − (15,267) (15,267)
As at 31 March 2014 – 1 (15,267) (15,266)
Shares issued on date of
incorporation (Note 14a) on
28 August 2014 856 − − 856
Loss for the financial year,
representing total comprehensive
income for the financial year − − (25,137,844) (25,137,844)
As at 31 March 2015 856 1 (25,153,111) (25,152,254)
Share
capital
(Note 14a)
Accumulated
losses
Total
equity
$ $ $
2015
Company
As at 28 August 2014 (date of incorporation) 856 − 856
Loss for the financial year, representing total
comprehensive income for the financial year − (13,000) (13,000)
As at 31 March 2015 856 (13,000) (12,144)
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
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9. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 9
Consolidated statement of cash flows
For the financial year from 28 August 2014 (date of incorporation) to 31 March 2015
Group
Note
Year ended
31
March 2015
8 April 2013 -
31 March 2014
$ $
Operating activities:
Payments to suppliers and employees (23,509) –
Interest received 25,068 –
Borrowing costs (1,113) (267)
Net cash flow from/(used in) operating activities 446 (267)
Investing activities:
Acquisition of intangible assets (90,000,000) –
Acquisition of property, plant and equipment (16,368,262) –
Net cash flow used in investing activities (106,368,262) –
Financing activities:
Proceeds from interest bearing loans 103,287,409 –
Advances from related companies 5,764,350 1,100,884
Proceeds from issuance of ordinary shares on
date of incorporation 856 –
Net cash flow from financing activities 109,052,615 1,100,884
Net increase in cash and cash equivalents 2,684,799 1,100,617
Cash and cash equivalents at the beginning of the
financial year 1,100,617 –
Cash and cash equivalents at the end of the
financial year 3,785,416 1,100,617
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
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10. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 10
1. Corporate information
Carmichael Rail and Port Singapore Holdings Pte Ltd (the "Company") is a limited liability
company incorporated and domiciled in Singapore. The immediate holding company is
Atulya Resources Limited incorporated in Cayman Island. Its ultimate holding company is
Atulya Resources Family Trust, incorporated in British Virgin Island.
The registered office and principal place of business of the Company is located at 80
Raffles Place #33-20, UOB Plaza, Singapore 048624.
Related companies in these financial statements refer to the group of companies within
Atulya Resources Group. Related parties in this financial statement refer to the group of
companies of the greater Adani Group with common shareholder from the Adani Family.
The principal activity of the Company is investment holding for subsidiaries companies. The
principal activities of the subsidiaries are disclosed in Note 7 to the consolidated financial
statements.
2. Summary of significant accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company have been prepared in accordance with Singapore
Financial Reporting Standards (FRS).
The financial statements have been prepared on the historical cost basis except as
disclosed in the accounting policies below.
The financial statements are presented in Australian Dollars ($), which is also the functional
currency of the Group.
2.2 Fundamental accounting concept
As at 31 March 2015, the Group’s total current liabilities have exceeded its total current
assets by $67,522,698 and is in a net liabilities position of $25,152,254. This indicates the
existence of a material uncertainty which may cast significant doubt about the Group’s
ability to continue as a going concern. The financial statements have been prepared on a
going concern basis on the basis that:
Adani Global Pte Ltd, another Adani group company has provided a loan facility to the
Group to enable it to pay its debts as and when they fall due (but only to the extent
that money is not otherwise available to the Group to meet such liabilities) for a year
of at least 12 months from the date of the approval of the financial report;
Adani Mining Pty Ltd to whom the Group owes $125,344,464 has confirmed in writing
that it would not demand the payment of the amount due from Group for a year of at
least 12 months from the date of the approval of the financial report; and
The Group continues to assess various options for financing the ultimate
development and operation of the rail project.
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11. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 11
2. Summary of significant accounting policies (cont'd)
2.3 Standards issued but not yet effective
The Group has not adopted the following standards and interpretations that have been
issued but are not yet effective:
Description
Effective for annual
years beginning
on or after
FRS 114 Regulatory Deferral Accounts 1 January 2016
Amendments to FRS 16 and FRS 41 Agriculture - Bearer Plants 1 January 2016
Amendments to FRS 27 Equity Method in Separate Financial
Statements 1 January 2016
Amendments to FRS 16 and FRS 38 Clarification of Acceptable
Methods of Depreciation and Amortisation 1 January 2016
Amendments to FRS 111: Accounting for Acquisitions of
Interest in Joint Operations 1 January 2016
Improvements to FRSs (November 2014)
(a) Amendments to FRS 105 Non-current Assets Held for
Sale and Discontinued Operations 1 January 2016
(b) Amendments to FRS 107 Financial Instruments: Disclosures 1 January 2016
(c) Amendments to FRS 19 Employee Benefits 1 January 2016
(d) Amendments to FRS 34 Interim Financial Reporting 1 January 2016
Amendments to FRS 110 and FRS 28 Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture
Date to be
determined
Amendments to FRS 1 Disclosure Initiative 1 January 2016
Amendments to FRS 110, FRS 112 and FRS 28 Investment
Entities: Applying the Consolidation Exception 1 January 2016
FRS 115 Revenue from Contracts with Customers 1 January 2018
FRS 109 Financial Instruments 1 January 2018
The director expects that the adoption of the standards and interpretations above will have
no material impact on the consolidated financial statements in the year of initial application.
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12. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 12
2. Summary of significant accounting policies (cont'd)
2.4 Basis of consolidation and business combination
(a) Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries as at the end of the reporting year. The financial
statements of the subsidiaries used in the preparation of the consolidated financial
statements are prepared for the same reporting date as the Company. Consistent
accounting policies are applied to like transactions and events in similar
circumstances.
All intra-group balances, income and expenses and unrealised gains and losses
resulting from intra-group transactions and dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which
the Group obtains control, and continue to be consolidated until the date that such
control ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that
results in a deficit balance.
(b) Business combinations under common control
Business combinations involving entities under common control are accounted for
by applying the pooling of interest method which involves the following:
The assets and liabilities of the combining entities are reflected at their
carrying amounts reported in the consolidated financial statements of the
controlling holding company.
No adjustments are made to reflect the fair values on the date of
combination, or recognise any new assets or liabilities.
No additional goodwill is recognised as a result of the combination.
Any difference between the consideration paid/transferred and the equity
‘acquired’ is reflected within the equity as merger reserve.
The statement of comprehensive income reflects the results of the
combining entities for the full year, irrespective of when the combination
took place.
Comparatives are restated to reflect the combination as if it had occurred from the
beginning of the earliest year presented in the financial statements or from the date
the entities had come under common control, if later.
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13. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 13
2. Summary of significant accounting policies (cont'd)
2.5 Foreign currency
The financial statements are presented in Australian Dollars, which is also the Company’s
functional currency. Each entity in the Group determines its own functional currency and
items included in the financial statements of each entity are measured using that functional
currency.
(a) Transactions and balances
Transactions in foreign currencies are measured in the respective functional
currencies of the Company and its subsidiaries and are recorded on initial
recognition in the functional currencies at exchange rates approximating those
ruling at the transaction dates. Monetary assets and liabilities denominated in
foreign currencies are translated at the rate of exchange ruling at the end of the
reporting year. Non-monetary items that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates as at the dates of the
initial transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was
measured.
Exchange differences arising on the settlement of monetary items or on translating
monetary items at the end of the reporting year are recognised in profit or loss.
(b) Consolidated financial statements
For consolidation purpose, the assets and liabilities of foreign operations are
translated into AUD at the rate of exchange ruling at the end of the reporting year
and their profit or loss are translated at the exchange rates prevailing at the date of
the transactions. The exchange differences arising on the translation are
recognised in other comprehensive income. On disposal of a foreign operation, the
component of other comprehensive income relating to that particular foreign
operation is recognised in profit or loss.
2.6 Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and/or
accumulated impairment losses, if any. Such cost includes the cost of replacing part of the
property, plant and equipment and borrowing costs for long-term construction projects if the
recognition criteria are met. When significant parts of property, plant and equipment are
required to be replaced at intervals, the Group recognises such parts as individual assets
with specific useful lives and depreciates them accordingly. Likewise, when a major
inspection is performed, its cost is recognised in the carrying amount of the plant and
equipment as a replacement if the recognition criteria are satisfied. All other repair and
maintenance costs are recognised in the income statement as incurred. The present value
of the expected cost for the decommissioning of an asset after its use is included in the cost
of the respective asset if the recognition criteria for a provision are met.
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14. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 14
2. Summary of significant accounting policies (cont'd)
2.6 Property, plant and equipment (cont’d)
An item of property, plant and equipment and any significant part initially recognised is
derecognised upon disposal or when no future economic benefits are expected from its use
or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is
included in the profit and loss when the asset is derecognised. The assets’ residual values,
useful lives and methods of depreciation are reviewed at each financial year end and
adjusted prospectively, if appropriate.
Capital work-in-progress is included in plant and equipment are not depreciated as these
assets are not yet available for use.
The Group is currently in development phase and has no depreciating asset during the
financial year.
2.7 Intangible assets
Intangible assets acquired separately are measured initially at cost. Following initial
acquisition, intangible assets are carried at cost less any accumulated amortisation and any
accumulated impairment losses.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with indefinite useful lives or not yet available for use are tested for
impairment annually, or more frequently if the events and circumstances indicate that the
carrying value may be impaired either individually or at the cash-generating unit level. Such
intangible assets are not amortised. The useful life of an intangible asset with an indefinite
useful life is reviewed annually to determine whether the useful life assessment continues to
be supportable. If not, the change in useful life from indefinite to finite is made on a
prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and are
recognised in profit or loss when the asset is derecognised.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
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15. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 15
2. Summary of significant accounting policies (cont'd)
2.8 Financial instruments
(a) Financial assets
Initial recognition and measurement
Financial assets are recognised when, and only when, the Group becomes a party
to the contractual provisions of the financial instrument. The Group determines the
classification of its financial assets at initial recognition.
When financial assets are recognised initially, they are measured at fair value, plus,
in the case of financial assets not at fair value through profit or loss, directly
attributable transaction costs.
Subsequent measurement – Loans and receivables
The subsequent measurement of financial assets depends on their classification as
follows:
Loans and receivables
Non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market are classified as loans and receivables. Subsequent to
initial recognition, loans and receivables are measured at amortised cost using the
effective interest method, less impairment. Gains and losses are recognised in
profit or loss when the loans and receivables.
De-recognition
A financial asset is derecognised where the contractual right to receive cash flows
from the asset has expired. On de-recognition of a financial asset in its entirety, the
difference between the carrying amount and the sum of the consideration received
and any cumulative gain or loss that had been recognised in other comprehensive
income is recognised in profit or loss.
(b) Financial liabilities
Initial recognition and measurement
Financial liabilities are recognised when, and only when, the Group becomes a
party to the contractual provisions of the financial instrument. The Group
determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial
liabilities not at fair value through profit or loss, directly attributable transaction
costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through
profit or loss are subsequently measured at amortised cost using the effective
interest method. Gains and losses are recognised in profit or loss when the
liabilities are derecognised, and through the amortisation process.
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16. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 16
2. Summary of significant accounting policies (cont'd)
2.8 Financial instruments (cont’d)
(b) Financial liabilities (cont’d)
De-recognition
A financial liability is de-recognised when the obligation under the liability is
discharged or cancelled or expires. When an existing financial liability is replaced
by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is
treated as a de-recognition of the original liability and the recognition of a new
liability, and the difference in the respective carrying amounts is recognised in profit
or loss.
2.9 Impairment of financial assets
The Group assesses at each reporting date whether there is any objective evidence that a
financial asset is impaired.
Financial assets carried at amortised cost
For financial assets carried at amortised cost, the Group first assesses whether objective
evidence of impairment exists individually for financial assets that are individually significant,
or collectively for financial assets that are not individually significant. If the Group
determines that no objective evidence of impairment exists for an individually assessed
financial asset, whether significant or not, it includes the asset in a group of financial assets
with similar credit risk characteristics and collectively assesses them for impairment. Assets
that are individually assessed for impairment and for which an impairment loss is, or
continues to be recognised are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss on financial assets carried at
amortised cost has been incurred, the amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows
discounted at the financial asset’s original effective interest rate. If a loan has a variable
interest rate, the discount rate for measuring any impairment loss is the current effective
interest rate. The carrying amount of the asset is reduced through the use of an allowance
account. The impairment loss is recognised in profit or loss.
When the asset becomes uncollectible, the carrying amount of impaired financial asset is
reduced directly or if an amount was charged to the allowance account, the amounts
charged to the allowance account are written off against the carrying value of the financial
asset.
To determine whether there is objective evidence that an impairment loss on financial
assets has been incurred, the Group considers factors such as the probability of insolvency
or significant financial difficulties of the debtor and default or significant delay in payments.
If in a subsequent year, the amount of the impairment loss decreases and the decrease can
be related objectively to an event occurring after the impairment was recognised, the
previously recognised impairment loss is reversed to the extent that the carrying amount of
the asset does not exceed its amortised cost at the reversal date. The amount of reversal is
recognised in profit or loss.
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17. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 17
2. Summary of significant accounting policies (cont'd)
2.10 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset
may be impaired. If any indication exists, or when an annual impairment testing for an asset
is required, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair
value less costs of disposal and its value in use and is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from
other assets or groups of assets. Where the carrying amount of an asset or
cash-generating unit exceeds its recoverable amount, the asset is considered impaired and
is written down to its recoverable amount.
A previously recognised impairment loss is reversed only if there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount of the asset is increased to its
recoverable amount. That increase cannot exceed the carrying amount that would have
been determined, net of depreciation, had no impairment loss been recognised previously.
Such reversal is recognised in profit or loss.
2.11 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and
short-term, highly liquid investments that are readily convertible to known amount of cash
and which are subject to an insignificant risk of changes in value. These also include bank
overdrafts that form an integral part of the Group’s cash management.
When the asset becomes uncollectible, the carrying amount of impaired financial asset is
reduced directly or if an amount was charged to the allowance account, the amounts
charged to the allowance account are written off against the carrying value of the financial
asset.
2.12 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to
the Group and the revenue can be reliably measured, regardless of when the payment is
made. Revenue is measured at the fair value of consideration received or receivable, taking
into account contractually defined terms of payment and excluding taxes or duty. The Group
assesses its revenue arrangements to determine if it is acting as principal or agent. The
Group has concluded that it is acting as a principal in all of its revenue arrangements. The
following specific recognition criteria must also be met before revenue is recognised:
(a) Interest income
Interest income is recognised using the effective interest method.
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18. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 18
2. Summary of significant accounting policies (cont'd)
2.13 Taxes
(a) Current income tax
Current income tax assets and liabilities for the current and prior years are
measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that
are enacted or substantively enacted at the end of the reporting year, in the
countries where the Group operates and generates taxable income.
Current income taxes are recognised in profit or loss. Management periodically
evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
(b) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the
end of the reporting year between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except in
respect of taxable temporary differences associated with investment in subsidiaries,
where the timing of the reversal of the temporary differences can be controlled and
it is probable that the temporary differences will not reverse in the foreseeable
future.
Deferred tax assets are recognised for all deductible temporary differences, carry
forward of unused tax credits and unused tax losses, to the extent that it is probable
that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can
be utilised except in respect of deductible temporary differences associated with
investment in subsidiaries and joint venture, deferred tax assets are recognised
only to the extent that it is probable that the temporary differences will reverse in the
foreseeable future and taxable profit will be available against which the temporary
differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting
year and reduced to the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at the end of each reporting year
and are recognised to the extent that it has become probable that future taxable
profit will allow the deferred tax asset to be recovered.
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19. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 19
2. Summary of significant accounting policies (cont'd)
2.13 Taxes (cont’d)
(b) Deferred tax (cont'd)
Deferred tax assets and liabilities are measured at the tax rates that are expected
to apply in the year when the asset is realised or the liability is settled, based on tax
rates (and tax laws) that have been enacted or substantively enacted at the end of
each reporting year.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable
right exists to set off current income tax assets against current income tax liabilities
and the deferred taxes relate to the same taxable entity and the same taxation
authority.
(c) Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax
except:
– Where the sales tax incurred on a purchase of assets or services is not
recoverable from the taxation authority, in which case the sales tax is
recognised as part of the cost of acquisition of the asset or as part of the
expense item as applicable; and
– Receivables and payables that are stated with the amount of sales tax
included.
2.14 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing
costs are capitalised until the assets are substantially completed for their intended use or
sale. All other borrowing costs are expensed in the year they occur. Borrowing costs consist
of interest and other costs that an entity incurs in connection with the borrowing of funds.
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20. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 20
3. Significant accounting judgments and estimates
The preparation of the Group’s consolidated financial statements requires management to
make judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the
end of each reporting year. Uncertainty about these assumptions and estimates could result
in outcomes that require a material adjustment to the carrying amount of the asset or
liability affected in the future years.
3.1 Judgements made in applying accounting policies
Management is of the opinion that there is no significant judgement made in applying
accounting policies that would a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year.
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty
at the end of the reporting year are discussed below. The Group based its assumptions and
estimates on parameters available when the financial statements were prepared. Existing
circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising beyond the control of the Group. Such changes
are reflected in the assumptions when they occur.
Impairment of non-financial assets
Assessment of a project’s technical and commercial feasibility requires significant
judgements and decisions based on available geological, geophysical, engineering and
economic data. These estimates may change substantially as conditions impacting mineral
prices and cost changes.
As disclosed in Note 8 and 9 to the financial statements, the Company assesses whether
there are any indicator of impairment for property, plant and equipment and intangible
assets at the end of each reporting year. When an impairment test is undertaken,
management judgement and estimates are required in determining suitable valuation
factors as mentioned Note 2.10 above.
4. Interest income
Group
Year
ended
31 March 2015
8 April 2013 -
31
March 2014
$
Interest income from banks 55,160 −
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21. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 21
5. Interest expenses
Group
Year ended
31 March 2015
8 April 2013 -
31 March 2014
$ $
Interest expense on interest bearing loans 1,875,911 267
6. Income tax expense
The reconciliation between the tax expense and the product of accounting profit multiplied
by the applicable tax rate for the financial year ended is as follows:
Group
Year ended
31 March 2015
8 April 2013 -
31 March 2014
$ $
Loss before taxation (25,137,844) (15,267)
Tax at applicable corporate tax rate of 17% 4,273,433 2,595
Deferred tax assets not recognised (4,273,433) (2,595)
– –
Deferred tax assets not recognised
At the end of the reporting year, the Group and the Company has tax losses of
approximately $25,153,111 (2014: $15,267) and $13,000 respectively, that are available for
offset against future taxable profits of the companies in which the losses arose, for which no
deferred tax asset is recognised due to uncertainty of its recoverability. The use of these tax
losses is subject to the agreement of the tax authorities and compliance with certain
provisions of the tax legislation of the respective countries in which the companies operate.
The tax losses have an expiry year of 5 years.
Unrecognised temporary difference relating to interest income
At balance sheet date, no deferred tax liabilities has been recognised for taxes that would
be payable on foreign sourced interest income as the Group has determined that the
foreign sourced interest income will not be remitted in the foreseeable future.
Such temporary difference for which no deferred tax liability has been recognised aggregate
to approximately $9,377 (2014: Nil).
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22. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 22
7. Investment in subsidiaries
Company
31 March 2015
$
Shares, at cost 1,712
Name
Principal
place of
business Principal activities
Effective
ownership
interest (%)
Held by the Company
Abbot Point Terminal
Expansion Pte. Ltd.
Singapore Investment holding
company
100
Carmichael Rail Singapore
Pte. Ltd.
Singapore Investment holding
company
100
Port entities
Held by through Abbot Point Terminal Expansion Pte. Ltd.
Abbot Point Port Australia
Ltd (BVI)
British Virgin
Island
Investment holding
company
100
Adani Australia Coal
Terminal Holdings Pty Ltd
Australia Investment holding
company
100
Adani Abbot Point Company
Pty Ltd
Australia Investment holding
company
100
Adani Australia Company
Pty Ltd
Australia Investment holding
company
100
Held by through Abbot Point Port Australia Ltd (BVI)
Adani Abbot Point Holding
Trust
Australia Trustee 100
Held by through Adani Abbot Point Holding Trust
Adani Australia Holding Trust Australia Project Company 100
Held by through Adani Australia Holding Trust
Adani Australia Coal
Terminal Financial
Company Pty Ltd
Australia Investment holding
company
100
Held by through Adani Australia Coal Terminal Holdings Pty Ltd
Adani Australia Coal
Terminal Pty Ltd
Australia Project Company 100
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23. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 23
7. Investment in subsidiaries (cont'd)
Name
Principal
place of
business Principal activities
Effective
ownership
interest (%)
Rail entities
Held by through Carmichael Rail Singapore Pte. Ltd.
Carmichael Rail Australia
Ltd (BVI)
British Virgin
Island
Investment holding
company
100
Carmichael Rail Network
Pty Ltd
Australia Investment holding
company
100
Carmichael Rail Network
Holdings Pty Ltd
Australia Investment holding
company
100
Carmichael Rail Holdings
Pty Ltd
Australia Investment holding
company
100
Held by through Carmichael Rail Australia Ltd (BVI)
Carmichael Rail Network
Holdings Trust
Australia Trustee 100
Held by through Carmichael Rail Network Holdings Trust
Carmichael Rail Network
Trust
Australia Project Company 100
Held by through Carmichael Rail Holdings Pty Ltd
Carmichael Rail Pty Ltd Australia Project Company 100
The Reorganisation Exercise
Before the incorporation of the Company, the operating port entities were initially
incorporated by Atulya Resources Limited (“ARL”), a Company that is 100% owned by the
Adani family trust. The port entities were incorporated from 8 April 2013 to 9 April 2014.
On 28 August 2014, the Company was incorporated as an intermediate parent to take over
all port entities as its subsidiaries from ARL, and had subsequently incorporated the rail
entities as its subsidiaries to take on the rail activities of the Carmichael Coal Project that
was awarded by the Queensland Government in Australia.
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24. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 24
8. Property, plant and equipment
Group
$
Capital
work-in-progres
s
Cost:
As at 8 April 2013 −
Acquired from a related party - Adani Mining Pty Ltd 30,524,104
Total capital work-in-progress, representing net book value as at
31 March 2014 30,524,104
Acquired from a related party – Adani Mining Pty Ltd 116,183,609
Property, plant and equipment written off (23,255,069)
Additions during the year 28,174,430
Borrowing costs capitalised during the year 1,862,793
Total capital work-in-progress, representing net book value as at
31 March 2015 153,489,867
The additions in current year were financed by a cash payment of $16,368,262 and loans of
$11,806,168 from its related companies within the group.
Assets under construction
The Group’s capital work-in-progress relates to the costs incurred for the development of
the rail project and the expansion of Abbot Point Coal Terminal (T0 terminal) located in
Queensland (Australia).
Capitalisation of borrowing costs
The Group’s capital work-in-progress includes borrowing costs arising from intercompany
loans (Note 13) borrowed specifically for the purpose of the development of the rail project
and the expansion of the Abbot Point Coal Terminal (T0 Terminal). During the financial
year, the borrowing costs capitalised as cost of plant and equipment amounted to
$1,862,793. The rate used to determine the amount of borrowing costs eligible for
capitalisation was carried at BBSY plus a margin of 160 basis points, which is the effective
interest rate of the specific borrowing.
Property, plant and equipment written off
Following the acquisition of assets from the related party, the Group had carried out a
review of the recoverable amount of the acquired assets and had recognised a charge of
$23,255,069 as a write-down in the profit of loss for the financial year ended 31 March
2015.
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25. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 25
9. Intangible assets
Group
31 March 2015 31 March 2014
$ $
Right to use the rail facilities 155,000,000 −
On 10 August 2010, Adani Mining Pty Ltd (“AMPL”), a related party, had entered into an
Overriding Royalty Deed (“the Deed”) with Linc Energy Limited (“Linc”).
On 9 October 2014, the Deed was assigned by Linc to Carmichael Rail Network Pty Ltd
(“CRNPL”), a subsidiary of the Group, as trustee for Carmichael Rail Network Trust
(“CRNT”). The Group has acquired the right to use the rail facilities to facilitate the delivery
of the mined coals from the coal mine from AMPL.
The acquisition was financed by a loan from a related party (refer Note 12). The first cash
payment of $90 million was paid at reporting date and the remaining $65 million (Note 11) is
due to be paid by September 2015.
The rights would be amortised over a year of 20 years from the production date.
10. Cash and cash equivalents
Group
31 March 2015 31 March 2014
$ $
Cash at banks and on hand 785,416 1,100,617
Short-term deposits 3,000,000 –
3,785,416 1,100,617
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term
deposits are made for varying years of between one day and three months, depending on
the immediate cash requirements of the Group and the Company, and earn interests at the
respective short-term deposit rates.
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26. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 26
11. Other payables and accruals
Group Company
31 March 2015 31 March 2014 31 March 2015
$ $ $
Other payables 4,874,869 15,000 13,000
Accrued for royalty rights payment 65,000,000 – –
Total other payable and accruals 69,874,869 15,000 13,000
Add: Amounts due to related
parties (Note 12) 128,661,064 31,757,535 −
Amount due to a subsidiary − − 856
Interest bearing loans (Note 13) 140,774,959 – –
Total financial liabilities held at
amortised cost 339,310,892 31,772,535 13,856
12. Amounts due to related parties and a subsidiary
Group Company
31 March 2015 31 March 2014 31 March 2015
$ $ $
Current
Amounts due to related parties
Mundra Port Pty Ltd 18,536 31,754,535 –
Adani Abbot Point Terminal Pty Ltd 2,515,127 1,000 –
Adani Mining Pty Ltd 782,937 – −
3,316,600 31,755,535 −
Amounts due to a subsidiary
Carmichael Rail Australia Ltd (BVI) – – 856
Total other payable and accruals 3,316,600 31,757,535 856
Non-current
Amount due to a related party
Adani Mining Pty Ltd 125,344,464 – –
Total amounts due to related
parties and subsidiary 128,661,064 31,757,535 856
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27. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 27
12. Amounts due to related parties and a subsidiary (cont'd)
Current amounts due to related parties/subsidiary
Amounts due to related parties are non-trade, non-interest bearing, unsecured and
repayable on demand and the fair value approximates its carrying value due to their
short-term nature.
The amount due to Mundra Port Pty Ltd was converted to a long term interest bearing loan
(Note 13) during the financial year.
Non-current amounts due to a related party
Amounts due to a related party are non-trade, non-interest bearing, unsecured and not
repayable within the next 12 months. No disclosure of fair value are made for amount due
to related party as it is not practical to determine their fair value with sufficient reliability
since the balances are repayable only when the cash flows of the Group permit.
13. Interest bearing loans
Group
31 March 2015
$
Loan payable to Mundra Port Pty Ltd 140,774,959
The loan facility is for a year of 7 years and carries interest at BBSY and a margin of 160
basis points. The interest is payable every six months. The loan was initially recognised at
fair value and subsequently at amortised cost.
At reporting date the un-drawn loan facilities are:
Group
31 March 2015
$
Mundra Port Pty Ltd 9,225,041
Adani Global Pte Ltd 100,000,000
Total unutilised related parties loan facilities 109,225,041
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28. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 28
14. Share capital and merger reserve
(a) Share capital
Group and Company
31 March 2015
No. of
shares $
Issued and fully paid ordinary shares:
At 28 August 2014 (date of incorporation of
Company) and as at 31 March 2015 1,000 856
The holder of ordinary share is entitled to receive dividends as and when declared
by the Company. The ordinary share carries one vote per share without restrictions.
The ordinary shares have no par value.
(b) Merger reserve
The merger reserve of the Group represents the difference between the
consideration transferred by the Company and the share capital of Adani Australia
Coal Terminal Pty Ltd, a subsidiary of the Group, acquired pursuant to the
Reorganisation as disclosed in Note 7. The Company did not pay any consideration
for such transfer.
15. Related party transactions
Except for those related party information disclosed elsewhere in the financial statements
there was no transaction between the Group and related parties during the year.
Compensation of key management personnel
Only the director of the Company is deemed to be key management personnel as he has
authority and responsibility for planning, directing and controlling the activities of the
Company. However, no compensation was paid to the director. The ultimate holding
company paid for his remuneration.
16. Financial risk management objectives and policies
The Group is exposed to financial risks arising from its operations and the use of financial
instruments.
The key risk arising from the Group’s financial instruments is mainly liquidity risk.
It is the Group’s policy that no derivatives shall be undertaken except for the use as hedging
instrument, where appropriate and cost efficient.
There has been no change to the Group’s exposure to these financial risks or the manner in
which it manages and measures the risks.
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29. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 29
16. Financial risk management objectives and policies (cont’d)
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily
from mismatches of the maturities of financial assets and liabilities. The Group’s objective is
to maintain a balance between continuity of funding and flexibility through the use of
stand-by credit facilities.
To manage liquidity risk, the Group monitors its net operating cash flow and obtain funding
from its related parties as and when necessary.
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s financial asset and financial
liability at the end of the reporting year based on contractual undiscounted repayment
obligations.
Group Company
Payable
within
1 year
Payable
after
1 year Total
Payable
within
1 year
$ $ $ $
31 March 2015
Financial assets:
Other receivables 97,836 − 97,836 −
Cash and cash equivalents (Note 10) 3,785,416 − 3,785,416 −
Total undiscounted financial assets 3,883,252 − 3,883,252 −
Financial liabilities:
Other payables and accruals (Note 11) (69,874,869) − (69,874,869) −
Amounts due to related parties
and a subsidiary (Note 12) (3,316,600) (125,344,464) (128,661,064) (13,856)
Interest bearing loan − (180,389,583) (180,389,583) −
Total undiscounted financial liabilities (73,191,469) (305,734,047) (378,925,516) (13,856)
Total net undiscounted financial
liabilities (69,308,217) (305,734,047) (375,042,264) (13,856)
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30. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 30
16. Financial risk management objectives and policies (cont’d)
Liquidity risk (cont’d)
Group Company
Payable
within
1 year
Payable
after
1 year Total
Payable
within
1 year
$ $ $ $
31 March 2014
Financial assets:
Other receivables 132,548 − 132,548 −
Cash and cash equivalents (Note 10) 1,100,617 − 1,100,617 −
Total undiscounted financial assets 1,233,165 − 1,233,165 −
Financial liabilities:
Other payables and accruals (Note 11) (15,000) − (15,000) −
Amounts due to related parties
and a subsidiary (Note 12) (31,757,535) − (31,757,535) −
Total undiscounted financial liabilities (31,772,535) − (31,772,535) −
Total net undiscounted financial
liabilities (30,539,370) − (30,539,370) −
17. Fair value of assets and liabilities
Fair value of financial instruments by classes that are not carried at fair value and
whose carrying amounts approximate fair value
Management has determined that the carrying amount of amounts due to related parties
(current), other receivables and other payables, based on the notional amount, reasonably
approximate their fair values due to their short-term value.
No disclosure of fair value are made for amount due to a related party (non-current) as it is
not practical to determine their fair value with sufficient reliability since the balances are
repayable only when the cash flows of the Group permit.
The carrying amounts of the interest bearing loans from Mundra Port Pty Ltd were based on
their nominal amounts and were reasonable approximation of fair values as the interest
rates for such financial instrument are held at floating market interest rate at the end of the
reporting period.
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31. CARMICHAEL RAIL AND PORT SINGAPORE HOLDINGS PTE. LTD. 31
18. Capital management
The long term objective of the Group's capital management is to ensure that it maintains a
strong credit rating and healthy capital ratios in order to support its business and maximise
shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares.
The Group is not subject to any externally imposed capital requirements and relies on
unutilised loan facilities that were granted by its related parties for financial support.
19. Comparative figures
The Group structure was reorganised on 28 August 2014 incorporating the Company as an
intermediate parent reporting to Atulya Resources Limited (“ARL”), the ultimate holding
company.
The Company took over all port entities as its subsidiaries from ARL, and had subsequently
incorporated the rail entities as its subsidiaries to take on the rail activities of the Carmichael
Coal Project that was awarded by the Queensland Government in Australia.
This structural change has been considered as a business combination under common
control. The components of equity of the acquired entities are added to the same
components within Group equity. As a result, the Group’s comparative financial information
represents the comparative financial information of the port entities which mainly consist of
Adani Australia Coal Terminal Pty Ltd.
20. Authorisation of financial statements for issue
The financial statements for the financial year ended 31 March 2015 were authorised for
issue in accordance with a resolution of the director on 9 March 2016.
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