BOARD OF DIRECTORS
G. L. Rees, Chairman
R. Rees, Managing Director
D. G. Rees, Director
SOLICITORS Dandanis & Associates 1/17 Atherton Rd
onlyOakleigh VIC 3166 Davies Moloney Lvl 8, 221 Queen St Melbourne VIC 3000
The JRT Partnership
Lvl 2, 99 Queen St
Melb urne VIC 3000
REGISTERED AND | AUDITORS | SECRETARY |
PRINCIPAL BUSINESS | ||
OFFICE | ||
C/- Cook's Body Works P/L | Nexia Melbourne Audit Pty Ltd | R. Rees, B. Comm., CA |
140-144 Cochranes Road | Registered Audit Company | |
Moorabbin Vic. 3189 | Level 12/31 Queen Street | |
Phone : (03) 9553 5740 | Melbourne Vic 3000 |
BANKERS | SHARE REGISTRY | |
National Australia Bank Ltd | Commonwealth Bank Ltd | Boardroom Pty Ltd |
330 Collins Street | 385 Bourke St | Lvl 12, 225 George St |
Melbourne VIC 3000 | Melbourne VIC 3000 | Sydney NSW 2000 |
Australia and New Zealand | Bank of Melbourne Ltd | Sietel Limited |
Banking Group Ltd | 424 Warrigal Rd | ACN 004 217 734 |
1/533 Blackburn Road | Moorabbin VIC 3189 | ABN 75 004 217 734 |
Mount Waverley VIC 3149 |
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Sietel Limited will be held at the Registered Office of the useCompany, C/- Cook's Body Works Pty Ltd, 140-144 Cochranes Road Moorabbin VIC 3189, on Friday 11th February 2022 at 12:00 pm,
for the purpose of transacting the following business: 1.
2.
3.
personal4.
By Order of the Board.
R. Rees B. Comm., CA, Director, Company Secretary
Moorabbin, 10 December 2021
NOTES
VOTING
Individual members who are registered shareholders as at 9th February 2022 at 5:00pm are entitled to vote in person or by proxy. In accordance with the Corporations Act 2001, the vote will be carried out via a show of hands unless a poll is requested.
Under the Company's Constitution Ordinary Shareholders are entitled to one vote per share, Preference Shareholders are entitled to a vote of four (4) votes for each share at this meeting if dividends are in arrears.
PROXIES
A member entitled to attend and vote is entitled to appoint no more than two other persons to attend the Meeting and to act on his behalf. ForWhe e a member appoints two proxies, the proportion of the members' voting rights given in favour of each proxy must be specified. An
additional proxy form will be supplied by the Company on request. The proxy must be lodged at the registered office of the company not less than 48 hours before the timing of the Meeting. A proxy may, but need not be a member of the company, but should be a natural pers n over the age of 18 years.
QUESTIONS
As provided for by the Corporations Act 2001, reasonable opportunity will be provided during the meeting for members to raise questions about the management of the company. In addition any member may submit a written question to the auditors concerning the content of the auditor's report or the conduct of the audit on the current financial report. Any written questions to the auditors must be submitted to Sietel no later than 5 working days before the day of the AGM.
VOTING EXCLUSION STATEMENT
Pursuant to the Corporations Act 2001, Sietel will disregard any votes cast on resolution 2 (in any capacity) by or on behalf of any key management personnel or their closely related parties. The vote will not be excluded, however, if the above mentioned person is acting as a proxy for another, who has been delegated voting authority in writing, and it has been specified how the proxy will vote on the resolution. If a vote is cast by proxy, which originates from key management personnel or related party, it will also be disregarded.
1
SIETEL LIMITED AND CONTROLLED ENTITIES
DIRECTORS' REPORT FOR YEAR ENDED 30 SEPTEMBER 2021
In accordance with a resolution of the Directors dated 10 December 2021, the Directors of the Company have pleasure in reporting on the Statements of Account of the Chief Entity and the Economic Entity for the financial year ended 30 September 2021 and the state of affairs as at 30 September 2021.
The Directors of the Chief Entity in office at the date of this report are as follows:
only | Geoffrey Rees - Non-executive Chair |
Delwyn Garland Rees - Non-executive Director | |
Richard Rees - Managing Director | |
The directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Refer to table "Directors Meetings" page 3 of this report.
PRINCIPAL ACTIVITIES:
The Chief Entity is engaged principally in investment in industrial, commercial, retail real estate and listed company securities, provision of finance and lease facilities and plant and management services to its controlled entities and management, evaluation and expansion
f these and other business opportunities.
The wholly owned controlled entity Cook's Body Works Pty Ltd continued trading as a commercial vehicle body builder.
useDIVIDENDS: | |||
Dividends paid or declared for payment during the financial year are as follows: | |||
personal | Preference dividend of $0.05 per share paid on 7 | Jan 2021 | $3,750 |
Preference dividend of $0.05 per share paid on 7 | Jul 2021 | $3,750 | |
Preference dividend of $0.05 per share to be paid on 7 Jan 2022 per announcement on 2 Dec 2021 | $3,750 |
The wholly owned controlled entity, The Cylinder Company Pty Ltd, is trading as a property maintenance company, mainly servicing the Chi f Entity's properties as well as holding a number of unlisted investments.
The wholly owned controlled entity, A.B.N. 17 006 852 820 Pty Ltd is non-operating.
The wholly owned controlled entity, Alliance Appliances Australia Pty Ltd operates as a designer, developer, importer and distributor, of domestic appliances.
REVIEW OF OPERATIONS:
The investment properties owned by the Chief Entity were all tenanted except one small showroom/warehouse on normal commercial terms however some tenants impacted by government pandemic emergency regulations applied and were granted relief in accordance with state government emergency legislation.
The revenue from leasing operations has continued to be adversely impacted going into the 2022 financial year and it is anticipated the situation will take three to six months, at least, before returning to more normal conditions.
Cook's Body Works Pty Ltd operated during the government lock down periods but has experienced price discounting from competitors for our primary fleet business and reduced demand by customers in the initial period as they assessed the impact of the pandemic and gove nment restrictions on their businesses. Also, restrictions on supply of imported cab chassis, materials and components from overseas markets further restricted production. The Federal and State Government measures to reduce the impact of the pandemic were applied for and in most part forthcoming which lessened the impact on the company's bottom line. The recovery period will impact on the 2022 financial year and with the withdrawal of government assistance, management is faced with a difficult period. Demand for the company's products has recently shown strong recover however shortages and price increases of materials and labour are preventing the business from taking full advantage in the short term.
The Company's management assisted by the non-executive directors have continued to consider various investment opportunities in real estate, ASX listed shares, venture capital funds and other direct investment opportunities during the year and has allocated funds to a
Forsp ead of direct venture capital investments as well as the real estate market and the reinvestment of dividends in its existing holdings of ASX top 200 listed company shares. Generally, the board has maintained the status quo holding the view that the existing investment spread and balance was appropriate and provided a lower risk to that of changing strategies during the uncertainty of the initial recovery peri d especially when restrictions may still be reintroduced.
The subsidiary AAA has continued to design and develop products for manufacture by third party offshore manufacturers and continued small scale importation and distribution of a very limited range of domestic gas water heaters into the Australian residential market. Pandemic travel restrictions and recent shortages and cost pressures have made it difficult to implement plans to expand activities and provide a platform for future profitability. Management is continuing to develop with the objective to bring them to market over the next twelve months.
The Cylinder Company's property maintenance business has operated within budget parameters during the year.
REVIEW OF FINANCIAL POSITION
The directors refer readers to the financial statements including, statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows, in relation to the Group's financial position and comparison.
OPERATING RESULTS:
The consolidated profit of the Economic Entity, after providing for an income tax expense of $98,160 (2020: $42,077), amounted to
$1,362,026 (2020: $1,762,613).
2
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS:
There have been no significant changes in the state of affairs of the Economic Entity during the financial year.
EVENTS SUBSEQUENT TO BALANCE DATE:
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Economic Entity and the results of those operations or the state of affairs of the Economic Entity in financial years subsequent to the financial year ended 30 September 2021.
ENVIRONMENTAL ISSUES:
The Economic Entity is not subject to significant environmental regulation in respect of its activities.
ASIC CLASS ORDER 98/100 ROUNDING OF AMOUNTS
Sietel Limited is a type of Company referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and therefore the amounts contained in this report and in the financial report have been rounded to the nearest dollar, or in certain cases, to the nearest $1,000.
FUTURE DEVELOPMENTS:
No information has been included on the likely developments of the Chief Entity or the Economic Entity as the directors are of the opinion | |
that to include such comments would be unreasonably prejudicial to the interests of the Economic Entity. | |
only | |
INFORMATION ON DIRECTORS: | |
MR. DELWYN G. REES | DIRECTOR Age 95 |
Qualifications | Diploma of Commerce (Melbourne University) |
Member of CPA Australia | |
Certified Practising Accountant | |
Experience and Special | Board Member since 1967 |
Re ponsibilities | Appointed Chairman in 1970, resigned chair 2015 |
useInterests in Contracts | An accountant in public practice for over 30 years |
Director of a company which provides financial and management services to the | |
Chief Entity. Consultant to Garland Consulting Services which has on occasions provided | |
consulting and secretarial services to the Chief Entity. | |
Interests in Shares | Refer to Table headed Directors' Interest in Ordinary Shares on page 26 which |
is to be read as forming part of this report. |
MR. RICHARD REES | MANAGING DIRECTOR AND COMPANY SECRETARY Age 71 | ||
Qualifications | Bachelor of Commerce (Melbourne University) | ||
Member of Chartered Accountants Australia and New Zealand | |||
Experience and Special | Board Member, Company Secretary and Managing Director of Chief Entity since 1981. | ||
Responsibilities | |||
Interests in Contracts | Has a service and share option agreement with the Chief Entity dated March 1984. The full | ||
share option has already been exercised pre 1987. | |||
Interest in Shares | Refer to Table headed Directors' Interest in Ordinary Shares on page 26 which is to | ||
be read as forming part of this report. | |||
MR. GEOFFREY REES | DIRECTOR (CHAIRMAN) Age 67 | ||
Qualifications | Bachelor of Law and Commerce (Melbourne University) | ||
personal | Member of the Law Institute of Victoria and accredited business law specialist | ||
Experience and Special | Board Member since August 2009 | ||
Responsibilities | Appointed Chairman in 2015 | ||
Interest in Contracts | Employee of JRT Partnership Pty Ltd, which provides legal services for the Chief Entity. | ||
Interest in Shares | Refer to Table headed Directors' Interest in Ordinary Shares on page 26 which is to | ||
be read as forming part of this report. | |||
DIRECTORS' MEETINGS | |||
For | |||
During the financial year the attendance at Directors' meetings was as follows: | |||
Meetings held | Meetings attended | ||
D.G. Rees | 7 | 7 | |
R. Rees | 7 | 7 | |
G. L. Rees | 7 | 7 |
3
INDEMNIFICATION OF OFFICERS AND AUDITORS
During the financial year, the company paid a premium of $62,750 in respect of a contract insuring the directors of the company (as named above) and all executive officers of the company and of any related body corporate against a liability incurred as such a director, secretary or executive officer to the extent of the policy limits with a current $7,500,000 in aggregate for all claims per twelve months.
The company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the company or of any related body corporate against a liability incurred as such an officer or auditor.
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration for the year ended 30 September 2021 is included on page 8 of the Annual Report.
onlyOPTIONS
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of Court to begin 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.
No ptions over shares or interest in the group have been taken up during the period, or are outstanding at the end of the period.
CORPORATE GOVERNANCE STATEMENT
Our corporate governance statement can be found on our website at www.sietel.com.au
REMUNERATION REPORT
The Board policy for determination of the nature and amount of remuneration for directors and senior executives is based on the yearly Chairman and Managing Director's assessment of individual's performance and the general overall performance of the company. It is the tated policy that depending on this assessment, the level of remuneration may be increased or decreased after a review from its previous level.
The criteria on which individual performance is assessed are:-
- | technical knowledge and skills in light of current levels for the applicable occupation or profession | ||
use | application by the individual of their knowledge and skills to their tasks | ||
- | |||
- | the ability and success in imparting their knowledge, skills and work ethic to personnel assigned to them | ||
- | the ability to complete assignments successfully and in the allocated time | ||
- | the ability to assist the company and or subsidiary achieve profitable short, medium and long term performance and growth | ||
personal | by delivering customers with quality, competitively priced and innovative products and services. | ||
The table below sets out the remuneration paid during the year to Directors and executives with a breakdown into salaries/bonuses, superannuation and non-monetary benefits.
No equity component of remuneration is provided but Board policy is to encourage directors and executives to purchase shares in the c mpany on the stock exchange with the objective of long term investment.
Short Term Benefits | Post-Employment | ||||||||
Benefits | |||||||||
Name | Office | Salary/Bonus | Non-Monetary Benefits | Superannuation | Total | ||||
2021 ($) | 2020 ($) | 2021 ($) | 2020 ($) | 2021 ($) | 2020 ($) | 2021 ($) | 2020 ($) | ||
D.G. Rees | Director | 70,000 | 70,000 | - | - | 6,738 | 6,650 | 76,738 | 76,650 |
R. R es1 | Director | 225,000 | 452,365 | 40,000 | 40,000 | 25,231 | 25,000 | 290,231 | 517,365 |
G.L. Rees | Director | 70,000 | 70,000 | - | - | - | - | 70,000 | 70,000 |
G. Nanscawen | Executive | 45,662 | 45,662 | - | - | 4,395 | 4,338 | 50,057 | 50,000 |
T. Rees 2 | Executive | 220,000 | 225,000 | 13,427 | 10,070 | 25,175 | 25,000 | 258,602 | 260,070 |
Total | 630,662 | 863,027 | 53,427 | 50,070 | 61,539 | 60,988 | 745,628 | 974,085 |
- R. Rees' salary for 2021 includes bonuses totalling $40,000 (2020: $267,365). During 2020, the company received an insurance payout Forfor R. Rees' trauma claim, totalling $277,455 with the company passing a resolution that an amount equal to $222,365 be paid to R.
Rees. The six monthly bonuses with grant dates of 15 March 2021 and 15 September 2021 were paid with the intent of retaining the c mpetitiveness of the managing director's salary with directors of a similar responsibility level in businesses of similar size and c mplexity while having regard for the current liquidity of the company. The bonuses totalling $40,000 have been fully paid as at 30 September 2021.
2 T. Rees' salary for 2021 includes a bonus of $80,000 (2020: $85,000). The six monthly bonuses with grant dates of 15 March 2021 and 15 September 2021 have been fully paid as at 30 September 2021.
Signed, in accordance with a resolution of the directors made pursuant to s.298(2) of the Corporations Act 2001.
On behalf of the Board
Mr. G. L. Rees | Mr. R. Rees |
Director | Director |
Moorabbin, | |
10 December 2021 |
4
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F: +61 3 8613 8800 nexia.com.au
Independent Auditor׳s Report to the Members of Sietel Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Sietel Limited (the Company and its subsidiaries (the Group)), which comprises the consolidated statement of financial position as at 30 September 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
- giving a true and fair view of the Group's financial position as at 30 September 2021 and of its performance for the year then ended; and
- complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, has been given to the directors of the Company, as at the date of this auditor's report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In our opinion, there are no key audit matters to communicate.
Other Information
The directors are responsible for the other information. The other information comprises the information in the Group's annual report for the year ended 30 September 2021 but does not include the financial report and the auditor's report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of the other information we are required to report that fact. We have nothing to report in this regard.
Nexia Melbourne Audit Pty Ltd (ABN 86 005 105 975) is a firm of Chartered Accountants. It is affiliated with, but independent from Nexia Australia Pty Ltd. Nexia Australia Pty Ltd is a member of Nexia International, a leading, global network of independent accounting and consulting firms. For more information please see www.nexia.com.au/legal. Neither Nexia International nor Nexia Australia Pty Ltd provide services to clients.
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Sietel Limited published this content on 13 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 December 2021 00:15:09 UTC.