Annual Report 2015 GO LIFE INTERNATIONAL LTD

Transcription

1 Annual Report 2015 GO LIFE INTERNATIONAL LTD

2 CONTENT ANNUAL REPORT YEAR ENDED DECEMBER 31, CORPORATE INFORMATION 2 CHAIRMAN S REPORT 3 DIRECTOR S REPORT 5 BOARD OF DIRECTORS 7 CORPORATE GOVERNANCE REPORT 10 STATEMENT OF COMPLIANCE 19 SECRETARY S CERTIFICATE 20 INDEPENDENT AUDITOR S REPORT 21 STATEMENT OF FINANCIAL POSITION 24 STATEMENT OF PROFIT, LOSS AND COMPREHENSIVE INCOME 25 STATEMENT OF CHANGES IN EQUITY 26 STATEMENT OF CASH FLOWS 27 NOTES TO THE FINANCIAL STATEMENTS 28

3 Dear Shareholder The Board of Directors are pleased to present its Annual report together with the audited financial statements of Go Life International Ltd (Previously Go Life International PCC), the Company, for the year ended 31 December Mr Yusuf M. Sooklall (Chairman) Mr Gerhard Christiaan Jacobus Naudé (Director) Mr Marthinus Wolmarans (Director) Mr Laurent J.D.P Marie (Director) 01

4 Corporate Information Directors Date appointed Date resigned Marthinus Johannes Wolmarans Mohamed Yusuf Sooklall (Chairman) Gerhard Christiaan Jacobus Naude Jean Daniel Laurent Paulin Marie Munesh Sharma Ramnauth 01 October July November November December November 2015 Administrator and Secretary Registered office C/o AceTer Global Limited Beau Plan Business Park, Pamplemousses, Republic of Mauritius Beau Plan Business Park, Pamplemousses, Republic of Mauritius Auditors Grant Thornton Ebene Tower 52, Cybercity Ebene Republic of Mauritius Banker SBM Bank (Mauritius) Ltd Queen Elizabeth II Avenue Port Louis Republic of Mauritius Legal Advisor Me Imtihaz Mamoojee Suite 501, 5th Floor Hennessy Tower Pope Hennessy Street Port Louis Republic of Mauritius 02

5 Dear Shareholder, Chairman s Report I am honoured to present the Go Life International Ltd, the Company or Go Life, Annual Report for yearend Go Life International Ltd was incorporated on the 01 October 2010 in Mauritius with liability limited by shares and holds a GBC 1 license issued by the Financial Services Commission. Its principal activity is that of investment holding. The Company, was structured as a Protected Cell Company, PCC, was incorporated with only one Cell, namely Cell1 Go Life. The PCC has been converted to a limited company. This alteration was necessitated through the intention to seek an inward listing on the Alternative Exchange, (AltX) of Johannesburg Stock Exchange (JSE). The Go Life board further entered into a vendor subscription agreement for the acquisition of the remaining 78% interest in Go Life (SA), subject to the dual listing on the AltX. In addition, the Go Life's Board entered into an agreement to acquire Bio Tech Nutra Ltd. This agreement avails ample human resources and will favourably position Go Life to enter the international market. Go Life will also be acquiring frail care centres in a joint venture partnership with the Bon Health Care Group. Direct access to these frail care centres provides Go Life with a lucrative opportunity to introduce and sell products to the residents, subject to certain conditions precedent. The Go Life's Board decision for inward listing is aimed at enabling investors to support the Company's growth strategy in the global arena through investing on a more liquid exchange. The dual listing will evidently inspire a more active share trade trend to the benefit of both new and current shareholders. Asset Value The dismal performance of the Company's assets and liability should not concern shareholders as the financial assets at yearend for the 2015 period does not incorporate the value of patents that guide and form the foundation of our product ranges. The previous year more accurately sustained the value of patents as assets which is to my mind the correct approach. NP Value It should also not evoke extensive concern that the sales figure in the South African market has declined as is reflected in the financial statements. The Go Life Board has burdened its available time and energy in restructuring the Company so as to enable inward listing on the AltX of the JSE. Moreover, a lot of energy and effort went into research, development and evaluation of market partnerships to the benefit of Go Life and its shareholders. To this end, valuable agreements were closed with numerous internationally renowned companies offering the product range of Go Life international exposure. 03

6 Chairman s Report (Contd) NP Value (Contd) I am confident that the Company is structured and streamlined to enter the global markets with assiduousness and diligence. I am further excited by the leaps with which the Company has wedged its way into the international arena. It is also exhilarating to have access to own the exciting new medical technology. The new product range and technology will ensure a vibrant presence in the global nutraceutical and cosmeceutical markets to the benefit of our shareholders. The secondary inward listing on the AltX will ensure international investment avenues and will subsequently have a positive influence on the value of current shares held in Mauritius. I would like to extend my gratitude to my colleagues for the progress that has been achieved over the last year. Many of the tasks were hampered by changes in regulations and hurdles which were expertly overcome through various diligent efforts. Yusuf Sooklall Chairman Date: 04

7 Director s Report Incorporation Go Life International Ltd, the Company, was incorporated in the Republic of Mauritius under the Mauritius Companies Act 2001 on 01 October 2010 as a public company with liability limited by shares. The Company changed its name to Go Life International Ltd on 31 March The Company was structured as a Protected Cell Company ( PCC ) from incorporation up to 16 June 2015 and is currently structured as a normal Global Business Licence Category 1 Company. Principal Activity The principal activity of the Company is to act as an investment holding company. Results and dividends The results for the year are as shown in the statement of profit or loss and other comprehensive income. The directors do not recommend the payment of any dividend for the year under review (2014: Nil). Directors The present membership of the Board is set out on pages 7 to 9. Directors Responsibilities in respect of the financial statements Company law requires the directors to prepare financial statements for each financial year which present fairly the financial position, financial performance and cash flows of the Company. In preparing those financial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. 05

8 Director s Report (Contd) The directors have confirmed that they have complied with the above requirements in preparing the financial statements. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Mauritius Company Act 2001 and International Financial Reporting Standards and the Financial Reporting Act They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditors The auditors, Grant Thornton, have indicated their willingness to continue in office until the next Annual Meeting. BY ORDER OF THE BOARD CORPORATE SECRETARY AceTer Global Ltd Date: 06

9 Mr. MOHAMED YUSUF SOOKLALL Non Executive Chairperson Board of Directors Yusuf is a Mauritian citizen and holds a degree in Industrial Relations, Labour Laws and Management. He also holds a Diploma in Negotiation Skills and Communication techniques, as well as Human Psychology. Yusuf is wellrespected in the disciplines of Management and Human Resources, a field where he has more than 25 years' experience. Apart from his role as Director of Go Life, among others Yusuf is also a Director of the Mauritian Board of Investment (BOI), as well as a Director of the Mauritian National Empowerment Foundation. Yusuf also serves as a Director of the Resource Development Council and chairs the NPF (National Pension Fund) Finance and Debt SubCommittee. Moreover he also serves as Chairman of the Millennium Development Goal Committee, and he is also a Board Member of the Trade Union Trust Fund. Further to this he is a member of the Appeal Tribunal of the Ministry of Education in Human Resources of Mauritius. Apart from his demanding professional life, Yusuf makes time for voluntary and social work to better the quality of life for fellowmauritians. The business community of Mauritius respects him as a hardworking, reliable and dedicated person who consistently offers excellence in completing the endeavours he undertakes. Mr. GERHARD CHRISTIAAN JACOBUS NAUDE Chief Executive Officer It is said that there is a relatively small segment of leaders in the business world; individuals who are able to build relationships based on trust and then are able to broker such relationships by making connections between people and creating lasting partnerships and alliances. Gerhard is one of these people that can drive results through collaboration, partnerships, and relationships. Recognized as a highpotential executive at a young age, his corporate career took flight with Metropolitan Life Ltd in 1984, where he distinguished himself with drive and leadership skills. Promoted three times in his eightyear tenure, he was appointed as Regional HR Manager in In 1996, Gerhard cofounded Money Wise Holdings Ltd, a national micro financing service provider that rapidly expanded to 320 Franchise outlets within two years. Gerhard was appointed Managing Director and spearheaded the listing of Money Wise Holdings Ltd on the Johannesburg Stock Exchange (JSE) in In 1999 Gerhard's visionary management of Money Wise was honoured with a prestigious Chamber of Commerce Businessman of the Year Award. Gerhard's vision provided him with the foresight that South Africans were rapidly becoming over indebted and as a result his career took another leap forward in 2001 when he founded Keystone Financial Solutions. In addition to managing Keystone and with the introduction of the new National Credit Act in 2008, he proposed and cofounded a national payment and distribution system to the South African National Credit Regulator and was subsequently awarded the contract as one of only five approved payment and distribution agencies in South Africa. 07

10 Mr. GERHARD CHRISTIAAN JACOBUS NAUDE (Contd) Chief Executive Officer Board of Directors Realising the potential of nutraceutical products in a global market and being pioneering, fiscally conscious and goaldriven by nature, Gerhard founded GO LIFE Health Products in With an intrinsic flair for innovation and shareholder returns he was able to achieve the establishment of Go Life international in Mauritius and the subsequent listing of a cell of this company on 7 July Notwithstanding his other entrepreneurial commitments he is still the driving force behind the growth of this company through building longlasting and loyal relationships. Mr. MARTHINUS JOHANNES WOLMARANS Executive Director Marthinus resigned from the S.A. Defence Force as a Captain in 1991, during which time he completed his Honours in Bachelor of Accounting Science. He completed his Articles of Clerkship at Coopers & Lybrand were he successfully obtained his CA (SA) qualification. As a Senior Audit Manager he was in charge of numerous audits ranging from listed companies to the SME market. At Coopers & Lybrand consulting division, he obtained valuable experience in project management where he managed various projects implementing the financial modules of the SAP software in corporate companies. As Senior Financial Planning Manager at Woolworths, he was responsible for the completion and reporting of the management accounts, budget and forecasting process for the whole of Woolworths, with all Group Financial Controller's reporting to him. He managed a new department in Woolworth's finance, called Financial Solutions. This new department managed the upgrade and maintenance of all financial systems and investigated and performed feasibility studies on new business initiatives within Woolworths. He obtained a Bachelor of Business Management and Administration with honours (Cum Laude) MBA at the University of Stellenbosch while working for Woolworths as Financial Manager. Leaving Woolworths to manage and provide funding for the SMME market from monies received from Unie Bank. He is currently a Managing Director of Smart Finance (Pty) Ltd, where he assists the SMME market in obtaining financial products and solutions. As Financial Director adding value for Go Life with the listing on the stock exchange of Mauritius that is selling nutraceuticals products is South Africa. As director of Vertex global Wealth, a Mauritius company, he creates international structure and financial wealth for international high net worth clients. 08

11 Mr. JEAN DANIEL LAURENT PAULIN MARIE NonExecutive Director Board of Directors Laurent Marie is a skilled financial, marketing and business professional with more than eight years of comprehensive experience in selling investment solutions, business proposals and leadership characteristics. He provides investment and business advice to multiple portfolios of high worth individuals whilst at the same time maintaining the highest level of customer satisfaction in various market conditions. Laurent currently holds the position of General Manager at Vertex Global Wealth (Mauritius) where he promotes the services of the Company through responsible fund raising, marketing and communication. He is also responsible for development and identifying new business opportunities. In addition to the above, Laurent founded Boulevard West Agency in November 2011 where he industriously build up a portfolio of more than 600 customers in a short period of only two years. He is currently the executive director of the Company. In addition to various accredited courses such as Anti Money laundering, Negotiations Skills and Salesonomics to name but a few, Laurent holds a Bachelor of Business Administration from the Management College of South Africa. 09

12 1. 2. Introduction Corporate Governance Report In accordance with the Report on Corporate Governance for Mauritius published in 2003, all Public Interest Entities (PIE) must comply with the provisions of the Code of Corporate Governance (the Code ). Except as specifically stated in this report, the Board of Directors considers that the Company has complied with all material aspects of the principles of the Code for the reporting year ended December 31, Corporate Details and Holding Structure Incorporated in the Republic of Mauritius on the 01 October 2010, as a company with liability limited by shares, Go Life International Ltd (previously known as Go Life International PCC) holds a Category 1 Global Business Licence (GBL) issued by the Financial Services Commission of Mauritius. Its principal activity is that of investment holding. The Company was structured as a normal GBL 1 company. The Company was established to effect the acquisition of 45% of the equity shareholding of Go Life (SA), a company operating in the nutraceutical market. On 07 July 2011, Go Life International PCC (Cell 1) was successfully listed on the official market of the Stock Exchange of Mauritius ( SEM ). The listing resulted in the acquisition of 22% of Go Life (SA) Ltd, the manufacturer of Go Life Health Products and marketing and distribution arm of the products, throughout Southern Africa where it has a strong following. Go Life SA (Ltd) continues to show growth and has managed to generate a sustainable client following in the new markets that it has penetrated in the last year. The protruded performance of Go Life (SA) Ltd proved to be an adequate investment for the Company. Holding Structure Investors Naude Family Trust 100% 78% 100% Go Life International PCC Listed on SEM 22% Go Life South Africa Go Life Global 100% Gotha Health Products (South Africa) Agreement Gotha Pharma IP Rights Outsourced Manufacturing 10

13 3. Board Meetings Corporate Governance Report (Contd) The Board of the Company was comprised of five directors (2 executive and 3 nonexecutive directors). The profiles of the directors are set out on pages xx and xx of the report. Only one board meeting was held in The details of attendance are provided below. At the Board meeting a review of the main investments of the Company carried out and the main transactions were made during the period are summarised and commented on. All directors have access to the advice and services of the Company Secretary. None of the directors are currently directors of other Listed Companies on the Stock Exchange of Mauritius. Name of Director Mr. Gerhard Christiaan Jacobus Naude Mr. Munesh Sharma Ramnauth Mr. Marthinus Johannes Wolmarans Mr. Mohamed Yusuf Sooklall Mr. Jean Daniel Laurent Paulin Marie Number of meetings attended 1/1 Resigned on 18 Nov /1 1/1 4. Board Committees The Board has established the following subcommittees to assist it in its decisionmaking process and aid it to effectively perform its duties and responsibilities in line with corporate governance best practices. Corporate Governance Committee Audit Committee Investment Committee 11

14 Corporate Governance Report (Contd) 4.1 Corporate Governance Committee The Corporate Governance Committee s aim is to ensure best practice of corporate governance. Since the Company does not have any employees and is managed by AceTer Global Ltd the need for a nomination committee and a remuneration committee does not arise. The members of the Corporate Governance Committee are: Mohamed Yusuf SOOKLALL (Chairperson) Marthinus Johannes WOLMARANS Gerhard Christiaan Jacobus NAUDE 4.2 Audit Committee The Audit Committee has been set up as a link between the Board, internal audit and external auditors. Its responsibilities include, but are not limited to, reviewing the appropriateness of the Company s accounting policies, assessing the effectiveness of the internal control processes, reviewing the annual financial statements before their submission to the Board, discussing the results of the external audit process with the external auditors, and providing guidance to the risk management function. The audit committee is also responsible for the Company s risk management function. The members of the Audit Committee are: Mohamed Yusuf SOOKLALL (Chairperson) Jean Daniel Laurent Paulin Marie Audit Committees are held as and when required. 12

15 Corporate Governance Report (Contd) 4.3 Investment Committee The Investment Committee has been set up to ensure that the major investments made are in line with the Board s strategy. The members of the Investment Committee are: Marthinus Johannes WOLMARANS Gerhard Christiaan Jacobus NAUDE Investment Committees are held as and when required. 5. Internal Control and Risk Management 5.1 Internal Audit and Compliance The internal auditor assists the Board and management with the monitoring of the risk management process. The Company operates in a highly regulated environment. The Board has set up a aframework for an effective internal audit function. In this respect, Mr. Marthinus Johannes Wolmarans was appointed to reveiw the effectiveness and adequacy of internal controls within the Company. The recommendations of Mr. Marthinus Wolmarans are submitted to the Board for approval. It must be noted that Go Life International Ltd has no managerial structure and no employees. The internal audit function is to ensure that there is an additional oversight to ensure compliance with the regulatory authorities. 13

16 Corporate Governance Report (Contd) 5.2 Risk management The Board is responsible for risk management and to ensure that the procedures are in place within the organisation for risk management; for the definition of the overall strategy for risk tolerance; and for the design and implementation of the risk management processes. The Company s policy on risk management encompasses all significant business risks including physical, operational, business continuity, financial, compliance and reputational risk, which could influence the achievement of the Company s objectives. During the course of the year, the Board considered the Company s responsiveness to changes within its business environment. The Board is satisfied that there is an ongoing process, which has been operational. It is important to note that internal control and risk management structures have been integrated in such a way that the Board of directors ensures that the mandate stipulated in the listing particulars is carried out. Such mandate stipulates that all shareholder funds be utilized to acquire share in Go Life Health Products Ltd South Africa. 6. Interest of Directors in the Equity Capital Shares held by directors at 31 December 2015: Directly Indirectly Mr. Mohamed Yusuf Sooklall 1,023 6,138 The directors ensure that their dealings in the Company s shares are conducted in accordance with the principles of the moral code on securities transactions by directors, as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules. The Company s Secretary keeps an Interest Register in accordance with the Mauritius Companies Act 2001 and is updated as and when information is furnished by the directors. No share has been purchased nor sold during the year under review by any Director. 14

17 Corporate Governance Report (Contd) 7. Directors Remuneration and Benefits Mr. Ramnauth has been remunerated to the value of 4,000 for the year under review. 8. Interest of Directors in Contracts All the directors have confirmed that they are not materially interested in any contract of significance with the Company. 9. Service Contracts The Company has no service contract with any of its directors. 10. Auditor s Remuneration The Company has no service contract with any of its directors. 31 December 2015 Fees paid to Grant Thornton for audit services 6, Donations The Company made no donations during the year. 12. Shareholders The Company made no donations during the year Shareholders holding more than 5% of the Company Mrs Ayya Rosenova Martinova, holds 57,945,806 shares representing % of the shares held in Cell 1. 15

18 Corporate Governance Report (Contd) Shareholders Shareholders holding more than 5% of the Company (Contd) Shareholders analysis as at December 31, 2015: Defined Brackets Shareholders Count Ordinary Shares No. of Shares % , , , ,001 5, , ,001 10, , ,001 50, ,316, , , ,739, , , ,565, , , ,647, ,001 & Above 11 85,585, Total ,650, Summary by Shareholder Category: Count Shares % Individuals ,321, Investment & Trust Companies 2 6, Other Corporate Bodies 16 18,322, Total ,650,

19 Corporate Governance Report (Contd) 12. Shareholders (Contd) Shareholders Diary for year ended 31 December 2015: Financial year end Annual Meeting of shareholders December June Reports and profit statements Quarterly Annual Report and Financial Statements March, June and September December 13. Dividends There was no dividend declared or paid during the year under review. 14. Dividend Policy There was no dividend declared or paid during the year under review. 15. Share Price Information The share was quoted at 0.10 on the day of listing. Since then it has fluctuated between 0.03 and The share price as at 31 December 2015 was Statement of Directors Responsibilities Directors acknowledge their responsibilities for: adequate accounting records and maintenance of effective internal control systems; the preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year and the results of its operations and cash flows for that year and which comply with the International Financial Reporting Standards (IFRS); the selection of appropriate accounting policies supported by reasonable and prudent judgements; and the external auditors are responsible for reporting on whether the financial statements are fairly presented 17

20 Corporate Governance Report (Contd) 16. Statement of Directors Responsibilities (Contd) The directors report that: adequate accounting records and an effective system of internal controls and risk management have been maintained; appropriate accountng policies supported by reasonable and prudent judgements and estimates have been used consistently; IFRS have been adhered to. Any departure in the interest in fair presentation has been disclosed, explained and quantified. The Code of Corporate Governance has been adhered to; and; reasons have been provided where there has not been compliance. 17. Related Party Transactions Note 13 on page 42 to the financial statements disclose the related party transactions entered into by the Company during the year. 18. Third Party Management Agreements The Company has not entered into any agreement with third parties during the year. 19. Shareholders Agreement There is no shareholders agreement which affects the governance of the Company by the Board. 20. Constitution The Company adopted a Constitution on 22 April 2011 and a new one has been adopted on 08 October There is no clause in the Constitution deemed material enough for special disclosure. 18

21 Statement of Compliance (Section 75(3) of the Financial Reporting Act The directors of Go Life International endorse the Mauritian Code of Corporate Governance and recognise their responsibility to conduct the affairs of Go Life International with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of Go Life International. It should be noted that Go Life International has issued a report on the areas of noncompliance with the Mauritian Code of Corporate Governance, which is detailed in its annual report for the year ended 31 December The areas of noncompliance arise primarily due to either the unexpected resignation of one of the independent nonexecutive directors in late 2014 due to ill health or the fact that Go Life International was an investment holding company only holding 22% in Go Life Health Products. Subsequent to year end, a number of the areas of noncompliance have been addressed with new board appointments and change on composition of committees as detailed below. In addition, in anticipation of listing on AltX, certain additional aspects of corporate governance have been introduced within the Group and Chapter 2 of the King Code on Corporate Governance ("King III") will be applied throughout Go Life International and its subsidiaries going forward in accordance with the JSE Listings Requirements for companies listed on the AltX. The directors have, accordingly, established procedures and policies appropriate to Go Life International's business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the directors from time to time. The directors of Go Life International will adopt the principals of the code, being fairness, accountability, responsibility and transparency. 19

22 Secretary s Certificate We certify that, to the best of our knowledge and belief, that we have filed with the Registrar of Companies all such returns as are required of Go Life International Ltd (Previously Go Life International PCC), under the Mauritius Companies Act 2001, during the financial year ended 31 December for AceTer Global Ltd Secretary Beau Plan Business Park, Pamplemousses, Republic of Mauritius Date: 20

23 Report on the Financial Statements Independent Auditors Report We have audited the accompanying financial statements of Go Life International Ltd (previously Go Life International PCC), the Company, which comprise the statement of financial position as at 31 December 2015, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Directors Responsibilities for the Financial Statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and in compliance with the requirements of the Mauritius Companies Act 2001 and the Financial Reporting Act 2004 and for such internal control as the directors determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International 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 auditors judgement, 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 auditors consider internal control relevant to the entity s preparation and fair presentation of the financial statements 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. 21

24 Auditors Responsibility (Contd) Independent Auditors Report (Contd) An audit also includes evaluating the appropriateness of accounting policies and the reasonableness of accounting estimates made by the directors, 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. Opinion In our opinion, the financial statements on page 24 give a true and fair view of the financial position of the Company as at 31 December 2015, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Mauritius Companies Act 2001 and the Financial Reporting Act Emphasis of matter In forming our opinion, we draw attention ton Note 15 on page 42 on the basis of preparation of these financial statements. Report on Other Legal and Regulatory Requirements (a) Mauritius Companies Act 2001 In accordance with the requirements of the Mauritius Companies Act 2001, we report as follows: we have no relationship with, or any interests in, the Company other than in our capacity as auditors; we have obtained all the information and explanations we have required; and in our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records. 22

25 Independent Auditors Report (Contd) Report on Other Legal and Regulatory Requirements (Contd) (b) Financial Reporting Act 2004 The directors are responsible for preparing the Corporate Governance Report (the Report ). Our responsibility is to report on the extent of compliance with the Code of Corporate Governance (the Code ) as disclosed in the Report and on whether the disclosure is consistent with the requirements of the Code. In our opinion, the disclosure in the Report is consistent with the requirements of the Code. Other Matters This report is made solely to the members of the Company as a body in accordance with Section 205 of the Mauritius Companies Act Our audit work has been undertaken so that we might state to the members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company s members as a body, for our audit work, for this report, or for the opinion we have formed. Grant Thornton Chartered Accountants Y Nubee, FCCA Licensed by FRC Date: Ebene Republic of Mauritius 23

26 Statement of Fiancial Position December 31, 2015 ASSETS Noncurrent assets Investment in associate Receivables Cash and cash equivalents Current assets Total Assets Notes ,418,242 1,389,834 5,946 99,168 1,928 1,000 7, ,168 1,426,116 1,490,002 Equity and liabilities Equity Stated capital Translation reserve Accumulated losses Total Equity 10 9,665,100 9,665,100 (524,751) (8,279,265) (7,876,806) 1,385,835 1,263,543 Liabilities Current Payables and accruals 11 40, ,459 Total Liabilities 40, ,459 Total Equity and Liabilities 1,426,116 1,490,002 Approved by the Board of Directors and signed on its behalf by: Director Director * The notes on pages 28 to 42 form an integral part of these financial statements. 24

27 Statement of Profit or loss and other comprehensive income December 31, 2015 Income Notes Expenditure Professional fees Audit fees Management fees Impairment loss Other expenses Operating loss 7 1,652 1,800 7,475 6,325 15,000 30,570 2,800,000 25,249 15,755 49,376 2,854,450 (49,376) (2,854,450) Share of profit/ (loss) of associate Other payables written back Receivables written off , ,520 (96,260) (717,569) Profit/ (loss) before tax 122,292 (3,572,019) Tax expense 12 Profit/ (loss) for the year 122,292 (3,572,019) Other comprehensive income: Items that will not be reclassified subsequently to profit or loss Items that will be reclassified subsequently to profit or loss: Currency translation difference (211,487) Other comprehensive income / (loss) for the year, net of tax (211,487) Other comprehensive income / (loss) for the year 122,292 (3,783,506) * The notes on pages 28 to 42 form an integral part of these financial statements. 25

28 Statement of changes in equity December 31, 2015 Stated capital Translation reserve Accumulated losses Total At 01 January ,665,100 (524,751) (7,876,806) 1,263,543 Profit for the year 122, ,292 Transfer to Accumulated losses 524,751 (524,751) Other comprehensive income Total comprehensive income for the year (402,459) 122,292 At 31 December ,665,100 (8,279,265) 1,385,835 At 01 January ,665,100 (313,264) (4,304,787) 5,047,049 Loss for the year (3,572,019) (3,572,019) Other comprehensive loss (211,487) (211,487) Total comprehensive loss for the year (211,487) (3,572,019) (3,783,506) At 31 December ,665,100 (524,751) (7,876,806) 1,263,543 * The notes on pages 28 to 42 form an integral part of these financial statements. 26

29 Statement of cash flows December 31, Cash flows from operating activities Profit/(loss) before tax Adjustment for: Impairment loss Other payables written back Receivables written off Share of profit/(loss) of associate 122,292 (239,520) 96,260 (28,408) (3,572,019 2,800, ,569 Operating loss before working capital changes (49,376) (54,450) Changes in working capital: Change in receivables Change in payables and accruals Net cash from operating activities (3,038) (32) 53,342 54, (220) Net change in cash and cash equivalents 928 (220) Cash and cash equivalents, beginning of the year 1,000 1,220 Cash and cash equivalents, end of the year 1,928 1,000 * The notes on pages 28 to 42 form an integral part of these financial statements. 27

30 Notes to the financial statements For the year ended 31 December General information and statement of compliance with International Financial Reporting Standards ( IFRS ) Go Life International Ltd, the Company, was incorporated in the Republic of Mauritius under the Mauritius Companies Act 2001 on 01 October The Company holds a Category 1 Global Business Licence issued by the Financial Services Commission and is listed on the Stock Exchange of Mauritius. The Company changed its name from Go Life International PCC to Go Life International Ltd on 31 March The Company was structured as a Protected Cell Company ( PCC ) from incorporation up to 16 June 2015 and is currently structured as a normal Global Business Licence Category 1 Company. The principal activity of the Company is to hold investments. The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ) Application of new and revised International Financial Reporting Standards New and revised standards that are effective for annual periods beginning 01 January 2015 IAS 19, Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) The amendment applies to contributions from employees or third parties to defined benefit plans and clarifies the treatment of such contributions. 2.2 Standards and amendments to existing standards that are not yet effective and have not been adopted early by the Company At the date of authorisation of these financial statements, certain new standards and amendments to existing standards have been published but are not yet effective, and have not been adopted early by the Company. Management anticipates that all of the relevant pronouncements will be adopted in the Company s accounting policies, in so far they are applicable to the Company s activities, for the firstperiod beginning after the effective date of the pronouncements. Information on new standards and amendments is provided below. 28

31 Notes to the financial statements (Contd) For the year ended 31 December Application of new and revised International Financial Reporting Standards (Contd) 2.2 Standards and amendments to existing standards that are not yet effective and have not been adopted early by the Company (Contd) IFRS 16, Leases The new standard requires lessees to account for leases onbalance sheet by recognising a right of use asset and a lease liability. It will affect most companies that report under IFRS and are involved in leasing, and will have a substantial impact on the financial statements of lessees of property with high value equipment. IFRS 9, Financial Instruments (2014) The complete version of IFRS 9 replaces most of the guidance in IAS 39, IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit and loss. IFRS 9, Financial Instruments (2014) The complete version of IFRS 9 replaces most of the guidance in IAS 39, IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit and loss. IFRS 14, Regulatory Deferral Accounts This standard permits firsttime adopters of IFRS to continue to recognise amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, to enhance comparability with enitties that already apply IFRS and do not recognise such amounts, the standard requires that the effect of rate regulation must be presented separately from other items. IFRS 11, Accounting of Acquisitions of Interests in Joint Operations (Amendments to IFRS 11) This amendment provides new guidance on how to account for the acquisition of an interest in a joint venture operation that constitutes a business. The amendments require an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a business. 29

32 Notes to the financial statements (Contd) For the year ended 31 December Application of new and revised International Financial Reporting Standards (Contd) 2.2 Standards and amendments to existing standards that are not yet effective and have not been adopted early by the Company (Contd) IFRS 15, Revenue from Contracts with Customers This is the converged standard on revenue recognition. It replaces IAS 11, Construction contracts, IAS 18, Revenue and related interpretations. IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38) These amendments clarify that the use of revenuebased methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. IFRS 10 and IAS 28, Sale or Contribution of Assets beween an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28) These amendments address an inconsistency between IFRS 10 and IAS 28 in the sale or contribution of assets between an investor and its associate or joint venture. A full gain or loss is recognised when a transaction involves a business. IAS 27, Equity Method in Separate Financial Statements (Amendments to IAS 27) The amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. IAS 16 and IAS 41, Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41) These amendments change the reporting for bearer plants, such as grape vines, rubber trees and oil palms. Bearer plants should be accounted for in the same way as property, plant and equipment because their operation is similar to that of manufacturing. 30

33 Notes to the financial statements (Contd) For the year ended 31 December Application of new and revised International Financial Reporting Standards (Contd) 2.2 Standards and amendments to existing standards that are not yet effective and have not been adopted early by the Company (Contd) IAS 1, Disclosure Initiative (Amendments to IAS 1 Presentation of Financial Statements The amendment represents the first authorative output from the IASB s Disclosure Initiative project. The disclosure initiative itself is in part a recreation to the growing clamour over disclosure overload in financial statements. It consists of a number of projects, both short and mediumterm, and ongoing activities that explore how presentation and disclosure principles and requirements in existing standards can be improved. IFRS 10, IFRS 12 and IAS 28, Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28) The amendments address issues that have arisen in the context of applying the consolidation exception for investment entities. IFRS for SMEs, Amendments to the International Financial Reporting Standard for Small and Medium Sized Entities The amendments issued are a result of its first comprehensive review, which commenced in 2012, three years after the standard s release in The aim of the review was to consider whether the IFRS for SMEs needed anything for any implementation issues identified or for any changes made to full IFRS. 3 Summary of accounting policies 3.1 Overall considerations The financial statements have been prepared using the significant accounting policies and measurement bases summarised below. 3.2 Investment in associate Associates are those entities over which the Company is able to exert significant influence but which are neither subsidiaries nor joint ventures. Significant influence is the power to participate in the financial and operating policy decisions of the investees but is not control or joint control over these policies. 31

34 Notes to the financial statements (Contd) For the year ended 31 December Summary of accounting policies (Contd) 3.2 Investment in associate (Contd) An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On acquisition of the investment in an associate, any excess of the cost of the investment over the Company s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Company s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired. The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Company s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases. The Company discontinues the use of the equity method from the date when the investment ceases to be an associate, or when the investment is classified as held for sale. The carrying amount of the investments in associates are increased or decreased to recognise the Company s share of the profit or loss and other comprehensive income of the associate. 3.3 Financial Instruments Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs. Subsequent measurement of financial assets and financial liabilities is described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liabiltiy is derecognised when it is extinguished, discharged, cancelled or expires. 32

35 Notes to the financial statements (Contd) For the year ended 31 December Summary of accounting policies (Contd) 3.3 Financial instruments (Contd) Classification and subsequent measurement of financial assets For the purpose of subsequent measurement, financial assets are classified as loans and receivables. All financial assets of the Company are subject to review for impairment at least at each reporting date to identify whether there is any objective evidence that a financial asset or a Company of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets. All income and expenses relating to financial assets are recognised in statement of profit or loss and other comprehensive income. Loans and receivables Loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Company s cash and cash equivalents and other receivables fall into this category of financial instruments. Classification and subsequent measurement of financial liabilities The Company s financial liabilities consist of payables and accruals. Financial liabilities are measured subsequently at amortised cost using the effective interest method. All interestrelated charges on financial liabilities are included within finance costs. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. 33

36 Notes to the financial statements (Contd) For the year ended 31 December Summary of accounting policies (Contd) 3.4 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and cash at bank, together with other short term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. 3.5 Equity and reserves Stated capital represents he nominal value of shares that have been issued. Accumulated losses include all the current and prior years results. 3.6 Provisions Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation has been made. At the time of the effective payment, the provision is deducted from the corresponding expenses. All known risks at reporting date are reviewed in detail and provision is made when necessary. 3.7 Operating expenses Operating expenses are recognised in the statement of profit or loss and other comprehensive income upon utilisation of the service or as incurred. 3.8 Taxation Tax expense recognised in the statement of profit or loss and other comprehensive income comprises the sum of deffered tax not recognised in other comprehensive income or directly in equity. Current income tax assets and / or liabiltiies comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting years, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting date. Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. 34