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Application Review Certificate for a Growth Grant Review of Research and Development Intensity (“RDI”) Ratio Guidelines - RDI The R&D Expenditure and Operating Revenue, as set out in the respective Statement of Financial Performance, is to be used to calculate a Research & Development Intensity (“RDI”) ratio, and to be eligible for a Growth Grant (“GG”), an applicant must have had: ‒ ‒ at least $300,000 in eligible R&D expenditure sourced from non-government funds in each of the two most recent years; and eligible R&D expenditure of at least 1.5% of revenues in each of the two most recent years; and Under the terms of the R&D Grant, R&D Expenditure and Operating Revenue, as set out in the Statement of Financial Performance and included in the calculation of the RDI ratio, is required to be consistent with relevant New Zealand Equivalent International Accounting Standards (“NZ IAS”), notably: ‒ ‒ R&D Expenditure is required to be consistent with NZ IAS 38 and NZ FRS 13; and Operating Revenue is required to be consistent with NZ IAS 18. For the purpose of calculating the RDI, Operating Revenue is defined as all categories of Revenue as per NZ IAS 18 paragraph 35(b), excluding the sale of plant property and equipment, interest and dividends. Link to copy of NZ IAS 18: www.google.co.nz/?gws_rd=cr#fp=1613f5024054304d&q=nz+ias+38 Requirement for a Review Certificate Unaudited Financial Statements provided in support of an R&D Grant application are required to be accompanied by the following Application Review Certificate. This Review Certificate also is required where a business applies NZ IFRS Differential Reporting and has not disclosed its R&D Expenditure as per IAS 38. Successful GG recipients may also be required to have completed an annual Review Certificate. The Review Certificate should be completed by an appropriately qualified Public Practicing Chartered Accountant, who is independent of the Applicant. Link to NZ Chartered Accountants: www.nzica.com If the business is part of a larger group, the RDI calculation is to be undertaken at the holding business level or at the point which the business has strategic and financial autonomy. The business must have at least one director who is resident in New Zealand and at least one of the following must be true: the business is incorporated in New Zealand; the business has a centre of management in New Zealand; or the business has a head office in New Zealand. Definition of Eligible Research and Development Expenditures for R&D Growth Grant Eligible R&D expenditure is defined as those meeting the New Zealand Equivalent to International Account Standard 38 (NZ IAS 38) definition of research and development and expensed under the standard. The NZ IAS 38 definitions of R&D are: Research is original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Application Review Certificate - September 2013 Development is the application of research findings or other knowledge to a plan or design for the production of new or substantially improved materials, devices, products, processes, systems or services before the start of commercial production or use. Clarifying Principle If necessary, when seeking to distinguish R&D from non R&D, the further advice provided by the New Zealand Financial Reporting Standard 13 (NZ FRS 13) should be applied: R&D is distinguished from non-R&D by the presence or absence of an appreciable element of innovation. If the activity departs from routine and breaks new ground it is normally R&D; if it follows an established pattern it is normally not R&D. General Exclusions The following types of expenditure are not eligible for the Growth Grants initiative: Any expenditure that is capitalised as an intangible asset under NZ IAS 38 R&D undertaken outside of New Zealand R&D funded through an enforceable levy Enforceable levies for R&D Any R&D funded by a grant or other payment provided by a business that is not part of the same consolidated group of companies as the applicant. However, expensed funding for R&D contracted out by the applicant to another business is eligible. Specific exclusions To provide further clarification on the definition, some specific activities are excluded. This list is not exhaustive. Activities not specifically excluded are only eligible provided they meet all other features of the definition. Specific activities excluded are: Engineering follow-through in an early phase of commercial production. Activities related to the construction, relocation, rearrangement or start-up of facilities or equipment other than facilities or equipment whose sole use is for the businesses’ R&D. Routine, on-going efforts to refine, enrich, or otherwise improve on the qualities of an existing product or process, or to make cosmetic or stylistic changes to it. Routine design of tools, jigs, moulds and dies, or seasonal or other periodic design changes to existing products. However, expensed design activities involved in developing a new product or process are eligible. Activities involved in ensuring that existing products or processes comply with statutory requirements or standards, and quality control, routine testing or trouble-shooting during commercial production. However, testing in search of significant product or process improvements is eligible. Adapting an existing product or process to a particular customer’s need or site. Supporting, de-bugging or modifying computer software. Market research or surveys, market testing, market development or sales promotion, management studies, efficiency surveys or the routine collection of information. Any costs involved in protecting, licensing, selling or defending intellectual property or of acquiring or using external intangible assets (e.g. patent licences). Interest expenses or lease payments of any kind, and any overheads that are not closely linked to R&D activities. Eligible overheads include finance, personnel, training, travel, administration and library activities associated with R&D, and reasonable R&D-related transportation, storage, cleaning, repair, maintenance, and security activities. Prospecting or exploring for minerals, petroleum, natural gas or geothermal energy. Research in the social sciences, arts or humanities. Entities that conduct or commission R&D activities mainly for other persons or businesses are likely to be ineligible due to insufficient eligible expenditures. Source: Ministerial Direction 2 Application Review Certificate - September 2013 Application Review Certificate for a Growth Grant Research and Development Expenditure Business Name: Click here to enter text. Address: Click here to enter text. Callaghan Innovation grant application reference (if known): Click here to enter text. Review of Operating Revenue and Research and Development Expenditure We have reviewed the accompanying Operating Revenue and Eligible Research & Development Expenditure Schedule (the Schedule) for the above named business and its subsidiaries for the past two years [insert financial years and end date in Table 1]. Table 1: Financial Years Financial Year one (FY1) Click here to enter text. Financial Year two (FY2) Click here to enter text. End date Click here to enter text. This report has been prepared solely for your exclusive use and solely for the purpose of assisting you with your grant application. However we understand that a copy of this report has been requested by Callaghan Innovation solely for the purpose of supporting claims in respect of the application for a Growth Grant (“GG”). We agree that a copy of this report may be provided to Callaghan Innovation in connection with this purpose but, we do not accept any duty, liability or responsibility to Callaghan Innovation in relation to this report. This report is not to be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any other person without our prior written consent. We accept or assume no duty, responsibility or liability to any party, other than you, in connection with this report or this engagement including without limitation, liability for negligence. Responsibilities The above named business is responsible for the preparation of the Schedule. Independent Accountant’s Responsibilities We are responsible for reviewing the Schedule as presented by the business in order to report to you whether, in our opinion and on the basis of the procedures performed by us, anything has come to our attention that would indicate that the Operating Revenue and Eligible R & D Expenditure presented in the Schedule does not fairly present the balances in accordance with the accounting policies as set out in the Schedule. We understand that Operating Revenue under the terms of the GG, eligible and R&D Expenditure is recognised as an expense in the Statement of Financial Performance as contemplated by the New Zealand Equivalent International Accounting Standard 38 and NZ FRS 13, and to be eligible for GG, an applicant must be at least the defined RDI threshold ratio of 1.5%. Basis of Opinion A review is limited primarily to enquiries of company personnel and analytical review procedures applied to the financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. We have reviewed the Operating Revenue and Eligible R & D Expenditure presented in the Schedule in accordance with the Review Engagement Standards issued in New Zealand. Other than the provision of services listed below, we have no relationship with, or interests in the above named business or any of its subsidiaries. Application Review Certificate - September 2013 Other services provided: Click here to enter text. Opinion Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Eligible R & D Expenditure for the financial years in Table 1 does not present fairly the balances in accordance with the accounting policies as set out in the Schedule. In addition we also undertook a review of internal controls as related to R&D Expenditure, which specifically involved the following procedures: Please insert details and findings of procedures undertaken. The scope of this work should be designed to provide reasonable comfort that the business operated effective internal controls related to Revenue recognition and the recording of R&D Expenditure during the reported period. The scope of this work should be designed with reference to an appropriate level of materiality. Click here to enter text. Our review was completed on [insert date] and our review opinion is expressed as at that date. CHARTERED ACCOUNTANT Organisation name: Click here to enter text. Contact name: Click here to enter text. Address: Click here to enter text. Contact telephone: Click here to enter text. Contact email: Click here to enter text. Date: Click here to enter text. 2 Application Review Certificate Schedule: Research and Development Intensity and Research and Development Expenditure $000 Operating revenue Eligible research and development expenditure RDI% FY1 [0,000] [0,000] FY2 [0,000] [0,000] Total [0,000] [0,000] [0.0%] [0.0%] [0.0%] $000 R&D Expenditure Less Other R&D grants (as expensed above) Less General Exclusions Less Special Exclusions Eligible R&D Expenditure FY1 [0,000] [0,000] FY2 [0,000] [0,000] Total [0,000] [0,000] [0,000] [0,000] [0,000] [0,000] [0,000] [0,000] [0,000] [0,000] [0,000] Accounting policies: Click here to enter text. Research and Development Expenditure Click here to enter text. [Please include relevant policy here or refer to the relevant page in any accompanying financial statements] 3