SYNAPSECOM SOCIETE ANONYME FOR PROVISION OF TELECOMMUNICATIONS AND INTERNET SERVICES. «SYNAPSECOM Telecoms A.E.»

Transcription

1 SYNAPSECOM SOCIETE ANONYME FOR PROVISION OF TELECOMMUNICATIONS AND INTERNET SERVICES «SYNAPSECOM Telecoms A.E.» 14 η VIO.PA (Industrial Area), No. 3, P.C Ano Liosia Attikis Former Companies Register No /03/Β/07/22 (2015) General Electronic Commercial Registry (GEMI) No ANNUAL FINANCIAL STATEMENTS For the period 1 January December 2015 In accordance with the Greek Accounting Standards Law 4308/2014 1

2 INDEX A. Audit Report by the Independent Certified Auditor Accountant...3 C. ANNUAL STATEMENT OF COMPREHENSIVE INCOME...7 D. ANNUAL STATEMENT OF CHANGES IN EQUITY...8 Notes to the Annual Financial Statements of (According to the Article 29 of the Law 4308/2014) General Information about the Company Factors that endanger the Company s prospects as a going concern Accounting principles and methods Exemptions from the provisions of the law in order to achieve fair presentation of financial statements Relations of an asset or a liability of more than one balance sheet items Tangible Assets for own use and Intangible Assets Financial Assets Equity Liabilities Income and Expenses of significant amount or frequency or particular importance Categories, Personnel Remuneration and Expenses Advances and Credits to members of administrative, management and supervisory bodies Financial Commitments, guarantees and contingent liabilities are not shown in balance sheet First Implementation

3 A. Audit Report by the Independent Certified Auditor Accountant Report of Independent Auditor To the Shareholders of the Company Synapsecom PROVISION OF TELECOMMUNICATION SERVICES AND INTERNET SERVICES Report on the Financial Statements We have audited the accompanying financial statements of the Company Synapsecom PROVISION OF TELECOMMUNICATION SERVICES AND INTERNET SERVICES, which comprise the balance sheet as at 31 December 2015, the statements of income and changes in equity for the year then ended, as well as the relevant notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the Greek Accounting Standards and for such internal controls as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 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 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 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 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 system of 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. 3

4 Basis for Qualified Opinion As a result of our audit arose that the tax liabilities of the Company have not been examined by the tax authorities for the uses from 2010 until Therefore, the tax results for these uses have not yet been made definitive. The Company has not evaluated the added taxes that may be attributable in a future tax control and has not been made a certain prediction for this obligation. From our audit, it was not possible to make an estimation of the amount of prediction required. Qualified Opinion In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the accompanying financial statements present fairly, in all material respects, the financial position of the Company Synapsecom PROVISION OF TELECOMMUNICATION SERVICES AND INTERNET SERVICES as at 31 December 2015, and of its financial performance for the year then ended in accordance with the Greek Accounting Standards. Report on Other Legal and Regulatory Requirements We verified the consistency and the correspondence of the content of the Report of the Board of Directors with the accompanying financial statements, under the legal frame of the provisions of cod. L. 2190/1920. Athens, 27 May 2016 THEODORE KOUTSOULENTIS Certified Public Accountant Auditor Institute of CPA (SOEL) Reg. No Associated Certified Public Accountants s.a. Member of Crowe Horwath International 3, Fok. Negri Street Athens, Greece Institute of CPA (SOEL) Reg. No

5 B. ANNUAL STATEMENT OF FINANCIAL POSITION ASSETS Notes 31/12/ /12/2014 Non - Current Asset Tangible Assets Buildings 6.1 0,00 0,00 Machinery & Other Equipment ,56 0,22 Furniture & Fixtures , ,65 Total , ,87 Intagible Assets Other Intagible Assets , ,30 Leasehold Rights , ,56 Total , ,86 Advances in Non - Curent Assests Under Construction ,00 0,00 Financial Assets Other long-term receivables 1.910, ,00 Total 1.910, ,00 Total Non - Current Assets , ,73 Current Assets Financial Assets and Advances Trade Receivables , ,18 Other Receivables , ,56 Cash and Cash Equivalents , ,86 Total , ,60 Total Current Assets , ,60 Total Assets , ,33 5

6 EQUITY & LIABILITIES Σημ. 31/12/ /12/2014 Equity Shareholder's Equity Share Capital , ,00 Share Premium , ,00 Share Capital & Premium to be paid ,00 0,00 Total , ,00 Reserves & Retaining Earnings Reserves of Laws & Article of Association , ,34 Retaining Earnings , ,55 Total , ,21 Total Equity , ,79 Liabilities Current Liabilities Trade Payables , ,57 Income Tax Payable 0,00 0,00 Other Taxes & Duties 7.789, ,94 Social Security , ,42 Other Payables , ,61 Total , ,54 Total Liabilities , ,54 Total Equity & Liabilities , ,33 6

7 C. ANNUAL STATEMENT OF COMPREHENSIVE INCOME Notes 31/12/ /12/2014 Revenues (Sales) , ,78 Cost of Sales , ,25 Gross Operating Results , ,53 Other Revenues , ,00 Distribution Expenses , ,51 Administrative Expenses , ,15 Extraordinary and Non - Operating Losses , ,07 Extraordinary and Non - Operating Income 380,29 Earnings Before Interest and Taxes (EBIT) , ,20 Capital Income 163,78 13,81 Fiancial Expenses 1.220,43 319,23 Earnings Before Tax (EBT) , ,62 Income Tax 0,00 0,00 Profits After Tax , ,62 7

8 D. ANNUAL STATEMENT OF CHANGES IN EQUITY μεταβολών καθαρής θέσης Notes Share Capital Share Premium Share Capital & Premium to be Paid Own Titles Fair Value Reserves Reserves of Laws & Article of Association Tax Free Reserves Retaining Earnings Total Equity Balance , , , , ,41 Changes of Accounting Standards & Errors Share Capital & Premium Increase , , ,00 Reclassifications Dividents Paid Profit for the period , ,62 Balance of Equity , ,00 0,00 0,00 0, ,34 0, , ,79 Balance , ,00 0,00 0,00 0, ,34 0, , ,79 Share Capital & Premium Increase , , , ,00 Reclassifications Dividents Paid Profit for the Period , ,40 Total Movement of Equity , , ,00 0,00 0,00 0,00 0, , ,40 Balance of Equity , , ,00 0,00 0, ,34 0, , ,39 8

9 1. General Information about the Company Notes to the Annual Financial Statements of (According to the Article 29 of the Law 4308/2014) 1) Legal Name: SYNAPSECOM SOCIETE ANONYME OF PROVISION OF TELECOMMUNICATIONS SERVICES AND INTERNET SERVICES 2) Legal Type: Societe Anonyme. 3) Financial Period: ) Head Office address: 14h VIO.PA (Industrial Area) No. 3, P.C Ano Liosia Attikis. 5) Former Companies Register No /03/Β/07/22(2015) General Electronic Commercial Registry (GEMI) No ) The management of the Company evaluate that the Going Concern assumption is the appropriate method of preparation of financial statements. 7) The Company belongs to the Very Small Company. 8) The management of the Company declare that the financial statements has been prepares in accordance to the Greek Accounting Standards Law 4308/ ) The amounts of financial statements expressed in euro, which is the functional currency of the Company. 10) The amounts have not rounded unless otherwise stated. 2. Factors that endanger the Company s prospects as a going concern The Company has carried out an assessment and found no factors that endanger the prospect of as a Going Concern. 3. Accounting principles and methods In the preparation of the Financial Statements in accordance with the Greek Accounting Standards, the management of the Company is required to make significant assumptions and accounting estimates that affect the implementation of accounting principles, the balances of revenues, expenses, assets, liabilities and disclosures. That assumptions and judgments based on the empirical data and other factors that considered probable under reasonable conditions. Despite the fact that these estimates based on the best possible knowledge of the management of the Company as regards the current conditions, actual results may differ eventually from these estimates. Estimates and judgments continuously evaluated. The accounting estimates are mainly for the calculation of depreciation of tangible assets, the investments, the impairment of the receivables, the provisions and for the evaluation of the fair value if is the selected accounting policy Adopted accounting principles and methods The basic accounting principles, under the basic principle of accrual, adopted by the Company for the preparation of the attached financial statements are as follows. 9

10 Tangible Fixed Assets for own use α) Initial Recognition The tangible fixed assets are initially recorded at historical cost, which include all directly attributable costs necessary to bring the item to the current situation or position or intended use. β) Subsequent Measurement Subsequent to the initial registration of assets valued at amortized cost (initial cost plus any subsequent expenditure meets the definition of an asset, less accumulated depreciation and impairment losses). Depreciation of tangible assets is calculated using the straight-line method over their estimated useful life, which is estimated as follows: Buildings Constructions Works: 40 years. Equipment Technical Installations and other mechanical equipment: 10 years. Furniture and Office Equipment: 10 years. Computers, Main, Peripheral and Equipment: 5 years. Other Fixed Assets: 10 years. Impairment loss is recorded when it is estimated that the book value of the item has exceeded its recoverable amount. The carrying amounts of the Company's fixed assets are tested for impairment when there are indications that their carrying amount is greater than the recoverable. In this case the estimated recoverable value of fixed assets, and if the carrying amount exceeds the estimated recoverable amount, the difference is recorded as an impairment loss in the income statement. The recoverable amount of assets is the higher of fair value (less necessary for selling costs) and value in use calculations. In assessing value in use, the estimated future cash flows are discounted to their present value using a prediscount of 8% percentage tax rate that reflects current market assessments of the time value of money and the risks associated with these assets. γ) Write Off Tangible assets are written off when sold or if the Company does not expect any future economic benefits from their use or sale Intangible Assets Intangible assets include licenses - concessions - rights, software, trade names and trademarks. The value of licenses - concessions - rights includes the cost of those assets, and any expenditure that is subsequently performed to extend the duration of their validity, less accumulated amortization and impairment losses. 10

11 The value of software includes computer software purchase cost and any expenses incurred in order to put them into operation, reduced by the amount of accumulated depreciation and any impairment losses. Subsequent expenditure is capitalized when the software augment their performance beyond the initial specifications. Amortization of licenses - concessions - rights line basis depreciation method within their period. Amortization of computer software line basis depreciation method over 10 years. Trademarks are not amortized as it is considered to have an indefinite useful life, but are subject to annual review for impairment in value. Amortization of intangible assets is included in the income statement Current Income Tax Current Income Tax The current income tax includes: The income tax arising under the provisions of the applicable tax legislation. The income tax and surcharges resulting from tax audit Provisions The tax audit differences are recorded in the income statement, when certified by the tax authorities and accepted by the Company. Provisions are initially recorded and subsequently measured at the nominal amount expected to be required for their settlement, unless the assessment in the present value of the amount expected to be required for their settlement has a significant effect on the amounts of financial statements Revenues and Expenses Revenues and Expenses are recognized in the Statements of Comprehensive Income on an accrual basis. Especially: Revenue from sale of goods are recorded in the period in which they accrue and if all the following conditions are met: Transferred to the buyer the significant risks and rewards associated with their ownership. The buyer accepts the goods. The economic benefits of the transaction can be measured reliably and is exceedingly probable that inflow to the Company. Income from services and construction contracts are recorded using the percentage of completion method. Revenues from the use of assets of the Companyfrom other listed as follows: The interest on a time proportion with the effective interest method or the straight-line method. 11

12 The dividends or similar income from the participation in the equity of other entities when approved by the competent body, which decides on distribution. The rights under the relevant contract terms Equity The items of equity initially recorded and subsequently measured at nominal amounts received or paid Contingent Assets and Contingent Liabilities These figures relate to rights and obligations, respectively, resulting from past events and their existence will be confirmed only by whether they happen or not of one or more uncertain future events, which are not fully under the control of the Company. These data are reported in the financial statements Significant Events after the Balance Sheet Date The values of assets and liabilities at the balance sheet date are adjusted if there is objective evidence that adjusting events after this date will require adjustments in value. The Board made these adjustments for such events as the date of approval of the financial statements. Non-adjusting after the balance sheet date events disclosed if material, in the financial statements Significant Accounting Estimates and Assumptions Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that, under present conditions, is expected to take place Changes in accounting policies, changes in accounting estimates and correction of prior period errors Changes in accounting policies Changes in accounting principles, recorded with retrospective restatement of financial statements of all periods disclosed together with the statements of the current period, so the presented items are comparable. In this period, there was no need for such a change Changes in the accounting estimates Changes in accounting estimates are recorded in the period, it is found to arise and affect this period and future periods as appropriate. These changes are not retrospective registration Correction of prior period errors The correction of errors is registered with the retrospective correction of the financial statements of all periods disclosed together with the statements of the current period. In the Financial Year 2015 is not detected prior period error. 4. Exemptions from the provisions of the law in order to achieve fair presentation of financial statements When, in exceptional cases, the Company deviates from the application of a provision of the law to fulfill the obligation of fair presentation of financial statements, disclose and adequately justifying this derogation. In this period, there was no need for such exemption. 12

13 5. Relations of an asset or a liability of more than one balance sheet items There are no assets or liabilities related to more than one balance sheet items. 6. Tangible Assets for own use and Intangible Assets 6.1. Tangible Assets for own use Table of Movement for the Tangible Fixed Assets Plant Buildings Machinery Other Equipment Furniture & Fixtures Acquisition Value Balance , , ,23 Additions in , , ,84 Interest Capitalization Revaluation Value Reductions in 2014 Reclasifications in 2014 Balance , , , ,07 Accumulated depreciation and impairments Balance , ,67 Total ,07 Depreciation in , , ,13 Revaluation Value Reductions in Accumulated Depreciation 2014 Impairments in 2014 Reversals of impairments in 2014 Reclasifications in 2014 Balance , , , ,20 Net Book Value on ,00 0, , ,87 Acquisition Value Balance , , , ,07 Additions in , , , ,47 Interest Capitalization Revaluation Value Reductions in 2015 Reclasifications in 2015 Υπόλοιπο , , , ,54 Accumulated depreciation and impairments Balance , , , ,20 Depreciaton in , , , ,50 Revaluation Value Reductions in Accumulated Depreciation 2015 Impairments in 2015 Reversals of impairments in 2015 Reclasifications in 2015 Balance , , , ,70 Net Book Value on , , , ,84 13

14 6.2. Intangible Assets Table of Movements in Intagible Assets Goodwill Research and Development Softwares Leasehold Rights Total Costs Acqisition Costs Balance , , ,39 Addittions in , , ,00 Interest Capitalizetion Reductions in 2014 Reclasifications in 2014 Balance , , ,39 Accumulated Depreciation and Impairments Balance ,17-222, ,39 Depreciation in ,92-347, ,14 Reductions in Depreciations in 2014 Impairments in 2014 Reversals of Impairments in 2014 Reclassifications in 2014 Balance ,09-569, ,53 Net Book Value , , ,86 Acqisition Costs Balance , , ,39 Addittions in , , ,80 Interest Capitalizetion Reductions in 2015 Reclasifications in 2015 Balance , , ,19 Accumulated Depreciation and Impairments Balance ,09-569, ,53 Depreciation in , , ,60 Reductions in Depreciations in 2015 Impairments in 2015 Reversals of Impairments in 2015 Reclassifications in 2015 Balance , , ,13 Net Book Value , , ,06 14

15 6.3. Advances in Non Current Assets under Construction Table of Advances in Non - Curent Assests Under Construction Advances Buldings Machinery Other Equipment Furniture & Fixtures Total Balance Addittions in 2014 Interest Capitilization Reductions in 2014 Reclassifications in 2014 Balance ,00 0,00 Balance ,00 0,00 Addittions in , ,00 Interest Capitilization Reductions in 2015 Reclassifications in 2015 Balance , ,00 7. Financial Assets 7.1 Measurement at Cost Trade Receivables The breakdown of trade receivables is shown in the following table: Trade Receivables 31/12/ /12/2014 Client Receivables , ,18 Overdue Notes 8.500, ,00 Overdue Cheques 0, ,00 Bad Debtors , ,00 Provision for Doubtful Clients ,00 0,00 Total , , Other Receivables The breakdown of other receivables is shown in the following table: Other Receicables 31/12/ /12/2014 Share Capital & Premium to be paid 0, ,00 Receivables from Rentals 3.672, ,56 VAT Refund to be paid ,76 0,00 Total , ,56 15

16 7.1.3 Cash and Cash Equivalents The breakdown of Cash and Cash Equivalents is shown in the following table: Cash and Cash Equivalents 31/12/ /12/2014 Cash on Hand 74,96 486,69 Deposits in Commercial Banks , ,17 Time Deposits 0,00 0,00 Total , ,86 The balances of deposits at the year-end is deposited in Greek banks at a rate of 14.50% and foreign banks in percentage 85.50%. 8. Equity At at the Company's share capital amounted to ,00 (consisting of 10,000 common registered shares of nominal value 30,00 each). By Extraordinary General Assembly Meeting decided to increase the share capital of the Company through the issuance of 2,000 common registered shares of nominal value 30,00 with a subscription price of 100,00 each. The difference between the nominal value of shares and sale price amounts to ,00 and is the share premium of the above share capital increase. On the paid share capital of the Company amounted to ,00 (consisting of ordinary registered shares of 30,00 to each). The paid share premium amounted to The outstanding share capital of the Company amounted to ,00 consisting of 735 common registered shares of nominal value 30,00 each. The outstanding share premium amounted to ,00. Completion of the payments of share capital increase took place on and on has taken place the Board of Directors Meeting in which it held the certification of Share Capital Increase in accordance with the decision of the Extraordinary General Assembly Meeting of The above decision has been submitted to the General Commercial Registry Office with the date and Protocol Number This reserve amounted to ,34 formed in accordance with the provisions of Article 44 by. N. 2190/

17 9. Liabilities 9.1 Current Liabilities Trade Payables The breakdown of trade payable is presented in the table below: Trade Payables 31/12/ /12/2014 Suppliers , ,57 Total , , Other Payables The breakdown of other payables is presented in the table below: Other Payables 31/12/ /12/2014 Personel Salaries 2.104, ,33 Dividents Payable 0, ,00 Rentals Payable 5.052, ,28 Total 7.156, , Income and Expenses of significant amount or frequency or particular importance The breakdown of these income and expenses are presented in the below tables: Income 31/12/ /12/2014 ST. CATHERINE'S BRITISH SCHOOL (CHARITY) , ,00 COGENT HELLAS L.T.D , ,07 VESTITEL HELLAS S.A , ,00 Total , ,07 Expenses 31/12/ /12/2014 MEDITERRANEAN NAUTILUS S.A , ,98 BOTALIA LIMITED (BRANCH OF FOREIGN COMPANY) WIND ΕΛΛΑΣ TELECOMMUNICATIONS AEBE ,00 0, , ,20 Total , ,18 17

18 11. Categories, Personnel Remuneration and Expenses The average number of employees per category is analyzed in the below table: 31/12/ /12/2014 Administrative Personnel 11 5 Technical Personner 0 0 Total 11 5 The personnel remuneration and its expenses aree analyzed in the following table: 31/12/ /12/2014 Personnel Remuneration , ,85 Social Charges 1.299,00 0,00 Benefits after retirement 0,00 0,00 Total , , Advances and Credits to members of administrative, management and supervisory bodies There are no such amounts. 13. Financial Commitments, guarantees and contingent liabilities are not shown in balance sheet α) Guarantees The Company has issued letters of guarantee to various third parties, analysis of which is given in the following table: 31/12/ /12/2014 Good Implementation of Project 3.000,00 0,00 Other guarantees to third parties 0,00 0,00 Totals 3.000,00 0, First Implementation The first implementation of the valuation rules and preparation of the financial statements is treated as a change in accounting principles. The Company decided that retrospective adjustments are impractical uncomplicated and under paragraphs 3, 4 and 5 of Article 37 of Law 4308/2014 will not retrospectively apply Greek Accounting Standards. The elements of financial statements for the comparative period registered in accordance with the models of Law 4308/2014. The following table summarizes the effects disclosed in the financial statements by the use of exemptions. 18

19 Disclosure use exemptions in the transition Line Item Formation and Preliminary Expenses Finance Leases conducted before Untaxed Reserves of Grants Dividents Payable for the Financial Years 2013 & 2014 Tax Advances for the Financial Years 2013 & 2014 Liabilities to Board Members from a distribution Effect in the Statement of Financial Position in Effect in Statement of Comprehensive Income in ,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 Exemption May continue to appear in the balance sheet after December 31, 2014 and until their complete amortization of the existing tax provisions or in any way available, and the amounts of balance sheet and income statement. Assets and liabilities of which transactions took place before the date of the first period and meet the registration criteria in the current accounting framework, but were not entered in the previous accounting framework, can now be accounted for under the provisions of tax law, for as long as required by it. May continue to appear in the balance sheet after December 31, 2014 and until their complete amortization of the existing tax provisions. The company stated that these retrospective adjustments are impractical uncomplicated, and therefore did not proceed to implement them. The company stated that these retrospective adjustments are impractical uncomplicated, and therefore did not proceed to implement them. The company stated that these retrospective adjustments are impractical uncomplicated, and therefore did not proceed to implement them. 19

20 The following table summarizes the effect of the adjusting entries on equity for the and that were applied to the statutory financial statements in order for them to adapt to the Greek Accounting Standards: EQUITY AGREEMENT IN THE FIRST IMPLEMENTATION 31/12/ /12/2013 Total Equity as per Greek General Accounting Standards , ,41 Delete formation and first implementation Expenses 0,00 0,00 Use fair value as deemed cost for property 0,00 0,00 Customize machinery accumulated depreciation based on their useful life 0,00 0,00 Valuation of shares at fair value 0,00 0,00 Reclassification of Government Grant to Liabilities 0,00 0,00 Registration of Provision for Staff Compensation 0,00 0,00 Write-Off of Outsdanding Share Capital 0,00 0,00 Write-Off Dividends from its Liabilities due to distribution 0,00 0,00 Write-Off Liabilies to staff and members of BoD from distribution 0,00 0,00 Deferred Tax Liabilities 0,00 0,00 Total Equity as per Greek Accounting Standards , ,41 20

21 Ano Liosia, 25 th May 2016 THE CHAIRMAN OF THE BOARD AMOS LASKER THE MEMBER OF THE BOARD WITH EXECUTIVE POWERS EVANGELLOS CHARALAMPOUS THE ACCOUNTANT FOTIS ORTHOPOULOS It is certified that the above integrated notes to the Financial Statements which comprised of twenty (20) pages is what we refer to, in the Independent Auditor Report Issued and submitted by us on 27 May Athens, 27 May 2016 THEODORE KOUTSOULENTIS Certified Public Accountant Auditor Institute of CPA (SOEL) Reg. No Associated Certified Public Accountants s.a. Member of Crowe Horwath International 3, Fok. Negri Street Athens, Greece Institute of CPA (SOEL) Reg. No