| The text of the audit opinion |
AUDITOR’S OPINION (INDEPENDENT AUDITOR’S REPORT) on the financial statements of the Private Joint Stock Company as of December 31, 2011. 1. The auditor’s opinion is submitted to the National Securities and Stock Market Commission upon disclosure of information by issuers of securities, which is drawn up in accordance with the requirements of the International Standards for Quality Control, Auditing, Review, Other Assurance and Related Services (hereinafter referred to as the ISA), in particular to the ISA No. 700 , ISA 705 , ISA 706 . 2. The audit opinion includes: 2.2. Addressee. The auditor’s report is intended for the owners of securities and the management of PJSC (a business entity), whose financial statements are being audited, and may be used for submission to the National Securities and Stock Market Commission upon disclosure information by the issuer. Ukraine 03127, Kyiv, 40-rychcha Zhovtnia Ave., b.93, k.212 Basic information about the issuer: Full name: Private joint-stock company Short name: PrJSC . Code according to EDRPOU: 36285564; Legal and actual location: Ukraine 03127, Kyiv, 40-richcha Zhovtnia Ave., b.93, k.212 Tel./fax: (044)278-60-14 Date of registration: The company is registered in Holosiyivska district in the city of Kyiv state administration. Certificate of state registration of a legal entity, series A01 No. 212334 dated 29. 01.2009, entry number in the Unified State Register of Legal Entities and Natural Entities – Entrepreneurs on state registration 1 068 102 0000 023987. Main types of activity according to AB Certificate No. 322804 dated 05.04.2011. from the Unified State Register of Enterprises and Organizations of Ukraine: 51.87.0 Wholesale trade in other machines and equipment 40.12.0 Transmission of electricity 45.21.1 Construction of buildings 51.90.0 Other types of wholesale trade 73.10.2. Research and development in the field of technical sciences The activity of the issuer does not require special permits and licenses. Additional information Private joint-stock company . What is the result of changing the type and name of a joint-stock company according to the decision of the General Meeting of Shareholders (Minutes No. 2 dated 28.02.2011 ) and with the aim of bringing its activity into compliance with the requirements of the Law of Ukraine continues its activity and is the legal successor of all rights and obligations of the Closed Joint Stock Company . Date of re-registration: the Society was re-registered by the Holosiyiv District State Administration in the city of Kyiv. Certificate of state registration of a legal entity, series A01 No. 372861 dated 04/28/2011, entry number in the Unified State Register of Legal Entities and Natural Persons – Entrepreneurs on state registration 1 068 105 0004 023987. 2.3.2 Description of the audit policy and description of important aspects . The auditor conducted a random audit of the financial statements of the Private Joint Stock Company as of December 31, 2011, Explanatory paragraphs and paragraphs on other issues in the independent auditor’s report>. These standards require us to comply with relevant ethical requirements and also require us to plan and perform the audit to obtain reasonable assurance that the financial statements are free from material misstatement. An audit includes verifying by testing evidence that supports the amounts and disclosures in the financial statements, as well as evaluating the accounting principles used and significant preliminary estimates made by management, as well as evaluating the overall presentation of the financial statements. We performed audit procedures in accordance with the requirements of ISA 500 , which meet the goal of obtaining sufficient and acceptable audit evidence. In the process of performing audit procedures, we paid attention to the relevance and reliability of the information used by us as audit evidence. We need audit evidence to form an audit opinion and report. By its nature, the evidence is cumulative and was obtained by us mainly with the help of audit procedures, which were performed during the audit process. In his work, the auditor used the principle of random verification. During the check, only significant distortions were taken into account. The planning and conducting of the audit was aimed at obtaining reasonable confirmations regarding the absence of material errors in the financial statements. The research was carried out by testing the evidence for the consolidation of the amounts and information disclosed in the financial statements, as well as assessing the compliance of the applied accounting principles with regulatory requirements, on the organization of accounting and reporting in Ukraine, in effect during the period of inspection. The choice of procedures depends on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. While assessing these risks, the auditor considered internal control measures related to the preparation and reliable presentation of financial statements by the business entity, with the aim of developing audit procedures that correspond to the circumstances, and not for the purpose of expressing an opinion on the effectiveness of the business entity’s internal control. An audit also includes an assessment of the appropriateness of accounting policies used, the acceptability of accounting estimates made by management personnel, and the overall presentation of financial statements. The auditors did not observe the inventory of existing assets and liabilities, but at the enterprise, this procedure was carried out by the inventory commission, which we trust, in accordance with the requirements of the ISA. We have performed procedures that support the opinion that these assets and liabilities exist. The purpose of conducting an audit of financial reporting is to provide the auditor with the opportunity to express an opinion on whether the financial reporting has been prepared in all material respects in accordance with the defined conceptual basis of financial reporting. In our opinion, the received audit evidence is a sufficient and appropriate basis for expressing an audit opinion. The auditor’s opinion is drawn up in accordance with clause 15 of the second part of article 7, clauses 8, 9, 13 of article 8 of the Law of Ukraine , article 40 of the Law of Ukraine , Laws of Ukraine < About audit activity>, , International standards of quality control, audit, review, other assurance and related services, as well as the decision of the Audit Chamber of Ukraine dated 04.18.2003 No. 122/2 taking into account the requirements of the Regulation on the preparation of audit reports, which are submitted to the State Commission for Securities and the Stock Market when disclosing information by issuers and professional participants of the stock market (approved by the decision of the State Commission for Securities and the Stock Market of the market dated September 29, 2011 No. 1360), registered in the Ministry of Justice of Ukraine on November 28, 2011 under No. 1358/20096. The financial statements of the COMPANY have been prepared in accordance with the requirements, National provisions (standards) of accounting. The annual financial report is compiled on the basis of accounting data of PJSC as of the end of the last day of the reporting year. Preparation of financial statements requires management to make calculations and assumptions that affect the amounts of assets and liabilities shown in the financial statements, as well as the amounts of income and expenses shown in the financial statements during the reporting period. 2.4. Management’s responsibility for financial reporting Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and for such internal control as management determines is necessary to: to ensure the preparation of financial statements that are free from material misstatement, whether due to fraud or error; the execution of significant transactions (10 and more percent of the value of the company’s assets according to the data of the last annual financial report, the state of corporate management, including the state of internal audit in accordance with the Law of Ukraine ; the presence of significant inconsistencies between financial reporting and audit other information disclosed by the issuer of securities and submitted to the Commission together with the financial report; inappropriate use by the management staff of the assumption of continuity of activity of the issuer of securities on the basis of the conducted financial analysis of the issuer’s activity in compliance with the requirements of <20 МСА No. The general goals of the independent auditor and conducting the audit in accordance with international auditing standards>. 2.5. Auditor’s responsibility. Our responsibility is to express an opinion on these financial statements based on the results of our audit. The auditor’s opinion submitted to the National Securities and Stock Market Commission (hereinafter – the Commission) upon disclosure of information by issuers of securities must be drawn up in accordance with the requirements of the International Standards for Quality Control, Auditing, Review, Other Assurance and Related Services (hereinafter – ISA), in particular to ISA 700 , ISA 705 , ISA 706 , ISA 720 < and do not contain distortions. The report is compiled based on valid accounting data and faithfully reflects the actual financial position of the enterprise as of December 31, 2011, based on the results of business transactions for 2011. Balance sheet of the enterprise as of December 31, 2011. with a currency of 975 thousand UAH Report on financial results for 2011 with a net loss in the amount of 68 thousand. UAH we confirm As of the end of the day on December 31, 2011, the equity capital of the Private Joint Stock Company consists of the authorized capital in the amount of 962.5 thousand. UAH divided into 400 ordinary registered shares in a non-documentary form of existence, with a nominal value of UAH 2,406.25 per share. The issue of shares was registered by the Territorial Department of the DKCPFR at 24, Kyiv. 06, 2010, and the Certificate of Registration of the Issue of Shares was issued. Registration No. 168/10/10 dated June 24, 2008. Paid in full. As of the end of the day on December 31, 2011, retained earnings (uncovered loss) amounted to UAH 134,000. balance sheet loss. 2.7.1 Conformity of the value of net assets to the requirements of the law The value of the net assets of a joint-stock company is understood as the amount determined by deducting from the amount of assets accepted for calculation, the amount of its liabilities accepted for calculation. The calculation of the value of net assets of joint-stock companies is carried out in accordance with Methodological recommendations of the State Commission on Securities and the Stock Market on determining the value of net assets of joint-stock companies No. 485 of 11/17/2004 in order to implement the provisions of Art. 155 , in particular, item 3 < If, after the end of the second and every financial year, the value of the net assets of the joint-stock company turns out to be less than the authorized capital, the company is obliged to announce the reduction of its authorized capital and register the corresponding changes to the charter in the prescribed manner. If the value of the net assets becomes less than the minimum size of the authorized capital established by law, the company is subject to liquidation." As of 12/31/2011, the net assets of the PRIVATE JOINT STOCK COMPANY are: Row Amount at the end of the reporting period, UAH thousand. 1. ASSETS 1.2 Non-current assets 964 1.3 Current assets 11 1.4 Expenses of future periods – 1.5 Non-current assets and disposal groups – 1.6 Total assets 975 2. LIABILITIES 2.1 Long-term liabilities – 2.2 Current liabilities 147 2. 3 Provision of future payments and payments – 2.4 Income of future periods – 2.5 Total liabilities 3. NET ASSETS (line 1.6 – line 2.5) 828 4. AUTHORIZED CAPITAL, including: 963 4.1 Unpaid capital – 4.2 Withdrawn capital – 5. Disposal (line 3 – line 4) -135 Thus, as of 12/31/2011 net assets of PRIVATE JOINT STOCK COMPANY equal 828,000 hryvnias, and does not exceed the size of the company’s charter capital by 135,000 hryvnias. hryvnias, are not within the scope of current legislation. The auditor confirms that the size of the net assets of the PRIVATE JOINT STOCK COMPANY is less than the authorized capital by 135 thousand hryvnias, and does not meet the requirements of Article 155 of the Civil Code of Ukraine. 2.7.2 Presence of significant discrepancies between the audited financial statements, and other information disclosed by the issuer of securities and submitted to the Commission together with the financial statement. lead to a change in the value of its securities and are recognized as part of the first article 41 of the Law of Ukraine is published in a timely manner by the company and provided to users of reports. The auditor did not receive sufficient and acceptable audit evidence that the financial statements were materially misstated in connection with the information disclosed by the issuer of securities and submitted to the Commission. 2.7.3 Execution of significant legal acts by the Company in 2011> not a few significant transactions according to the data of the last annual financial report. 2.7.4 Compliance of the state of corporate management, including the state of internal audit, with the requirements of the law During the reporting year, the following bodies of corporate management functioned in the joint-stock company: – General meeting of the Company’s shareholders, – Chairman of the Company’s board, – Company’s auditor. The creation of an internal audit service is not provided for by the internal documents of the joint-stock company. The quantitative composition of the formed corporate management bodies meets the requirements of the Charter and the requirements established by the decision of the general meeting of shareholders. The Charter of the Company establishes the quantitative composition of the corporate management bodies: the Chairman of the Board – one person, the Auditor – one person. The state of corporate management of the company corresponds to the Law of Ukraine < About joint stock companies>. As of December 31, 2011, the company’s shares are owned by 2 shareholders, 1 shareholder owns a share of more than 10 percent: PrJSC , EDRPOU code 33690928, location: Kyiv, 41 Saksaganskoho str., which owns 99.75 percent of the shares societies 2.7.5 Identification and assessment by the auditor of risks of material misstatement of the financial statements as a result of fraud When performing risk assessment procedures and related activities to obtain an understanding of the entity and its environment, including its internal control, as required by ISA 315 41 Saksaganskoho str., which owns 99.75 percent of the company’s shares. 2.7.5 Identification and assessment by the auditor of risks of material misstatement of the financial statements as a result of fraud When performing risk assessment procedures and related activities to obtain an understanding of the entity and its environment, including its internal control, as required by ISA 315 41 Saksaganskoho str., which owns 99.75 percent of the company’s shares. 2.7.5 Identification and assessment by the auditor of risks of material misstatement of the financial statements as a result of fraud When performing risk assessment procedures and related activities to obtain an understanding of the entity and its environment, including its internal control, as required by ISA 315 , the auditor did not receive evidence regarding the significant distortion of PrJSC as a result of fraud. 2.8. Basic information about the auditor. Name of the audit firm: Private enterprise , EDRPOU code 37393206. Location: Kyiv, str. Natalia Uzhvii, 4-g, square 92. Data on the availability of relevant certificates: Certificate of inclusion in the Register of auditing firms and auditors No. 4432 dated March 31, 2011. Valid until March 31, 2016. Issued by the Audit Chamber of Ukraine. Certificate of inclusion in the register of auditors and auditing firms that can conduct audits of financial institutions operating on the securities market No. AB 001423, registration number Certificate No. 1522. Valid until 31.03.2016. Issued by the State Securities and Stock Market Commission. In accordance with the contract No. 28-AB dated April 2, 2012 for the audit of reports between the Private Joint Stock Company and PE , from April 2, 2012. to April 16, 2012 the verification of the reliability of the complete package of financial reporting as of December 31, 2011, the Balance Sheet as of December 31, 2011, the Report on financial results for 2011 was carried out. On behalf of the company, the auditor’s opinion was drawn up by director L.P. Poklyatka/auditor’s certificate No. 000602 dated January 25, 1996. extended until January 25, 2015. Date of issuance of the opinion: <16> April 2012 Director of PP AF “ZVIT” L.P. Poklyatsk Certificate of inclusion in the Register of auditing firms and auditors No. 4432 according to the decision of the APU on March 31, 2011. Valid until March 31, 2016. Issued by the Audit Chamber of Ukraine. Certificate of inclusion in the register of auditors and auditing firms that can conduct audits of financial institutions operating on the securities market No. AB 001423, registration number Certificate No. 1522. Valid until 31.03.2016. Issued by the State Securities and Stock Market Commission. |