WhatsApp Ptt 2024-10-10 at 17.57.03

The project manager, Kiran, introduces himself and explains that there was a conflict of interest with Oliver, who was initially involved in the discussions. Kiran and his partner, Henico, have taken over the engagement. They are based in South Africa and work for ACM and South African firms. The purpose of the call is to discuss the scope and timeline of the engagement. They have faced challenges with accessing documents but have managed to overcome them. The initial deadline for the report is next week but can be updated later. The offer should be submitted by Friday, and the focus is on licensing and data value. They ask about any unresolved tax obligations from prior years and request actual tax statements. They have encountered difficulties in accessing documents and need clarification. They discuss the statement of arrears and try to find the requested information on the data room. The team has recently gained access to the data room and had trouble accessing certain documents. Hi, guys. Just to introduce myself, I'm Kiran, project manager on this engagement and Shantha is also on the call. She's our tax expert. Nelly, thank you. So just to quickly explain to you guys, so Oliver was involved in the initial discussions with you guys. But as the industry goes, there is some conflict of interest and independence problems. We only initiated the initial discussions after which me and my partner, Henico, took over. Henico was just not able to join. I'll be leading the meeting. Where are you based from? So me and Henico got around the whole independence problem. Me and Shantha are actually based in South Africa. So we do work for ACM. We are employed for them. But we also work for South African firms this time. We are South Africans. Just so you guys understand where we fall into the picture. We just want to make sure you guys understand that Oliver was only a part of the initial discussion. He's not actually leading this engagement anymore. There's just too many regulatory problems around it. We are working just in time. Guys, we did share the agenda with you guys. But I'll just share it again quickly. There we go. So just the introduction, the purpose of the call is just to run through the stack engagement that ACM is doing for you guys on the STL engagement. From our side, I just wanted to run through the scope a little bit and the timeline review with you guys. That's a very important point for me. So our team has started going through the components. Nelly has helped us with the data center. We did experience some problems with getting the computers to certify those documents and get access to it. Eventually, we got through it through the whole security process. I must say, you guys have quite an extensive security on that data center. But eventually, we just managed to get onto it. So our team has been going through the documents and discussion points and the scope of the work. Then I wanted to just chat to you guys. Like I said, we did experience some problems and still have some outstanding documents. The timeline for our engagement from ACM's side, I just wanted to check with you guys. Is it set in stone that we need to be done by 17th, or is there any space for wiggle room on this thing? When you say 17th, done by 17th, what do you mean? Are you asking questions? No. So basically, the initial time for the offer, the initial deadline was next week on the 17th. Right, right. So yeah, we've extended that. It has been extended, but we still, towards the client, we still need to deliver our initial report next week, Wednesday. But we will, of course, then after next Sunday, we can always update the report. But we need to deliver our initial report by next week, Wednesday. Kevin, from our side, I can't speak for Patel, but we're expecting an offer by Friday the 25th. So you can ask questions up until the 17th, if you want. Okay. That's just what I wanted to know. Yeah, so we can do initial point, initial report. But if there is some questions to be asked, or issues to be cleared out and ironed out, just wanted to make sure we don't need to have a timed report by the 17th. It's quite a tight deadline, just considering the little bit of issues that we had. But okay. So then, yes, we'll stick to that. And Kevin, just to help you on that, I think what I said in the beginning was, from our perspective, we're not looking to sign an SBA by this Friday the 25th, nor are we looking to close a deal. What we're looking for is an offer, right? So what we've said, and I can communicate it to Patel and let you guys stick it out with them, is that we should be focusing on license and data value. If this element, that material is a complimentary in nature, we're going to give another two weeks off of the offer, should the offer be publicly satisfactory. But I would encourage all of you, from the EY, all the tax advisors on Patel's side, is make sure you are asking for the material. And what's really important is the end-level degree of detail. Because obviously, our memos cover a lot of things quite well. Yeah. Okay. Thanks for that, Dave. Appreciate that, Sandy. Thanks for that. Yeah. No, I think we've kind of pushed through the timelines. It's just, yeah, if there's some additional questions, additional items, we'll get the main questions out as soon as possible with some outstanding information. I just wanted to make sure there's a little bit of wiggle room for this. From my discussions with Oliver, it was like final time report to 17th, and I told him, yeah, okay, we'll push it. That sounds quite extensive. Okay. Cool. Thanks for that one. Okay. Just into the items, I don't want to take up too much time. So my team's been working through all the various items, but we wanted to ask you guys some questions. So Shantay's taking notes for me on this one. We wanted to run through the tax compliance and reporting of your guys' taxes. We just wanted to find out, is there any unresolved finding obligations from the prior years in scope in terms of your taxes? We've reviewed some items, but we have encountered various items that we couldn't figure exactly out. There's just some questions I want to ask my team. Do you guys still have any unresolved findings with the SRAs in terms of your taxes? With respect to filing obligations, no, nothing. They're not filing obligations. So, if you have filing obligations, obviously, my team will send a detailed risk and challenges report by tomorrow. So I just want to run through a few questions for us for tonight, after which I'll send it to them. Then, Elton, can I ask you, it's one of the questions that my team's asked me for the SRA statements over the years. They've not received any statements of actual tax returns yet. Can you guys maybe help us in that area just to get the actual tax statements that was filed? It is part of the RLP that they send, so that request for information. They mentioned that there is some reports that they're requesting the actual statements. They've not received those and we can't find them on the data centre. That was maybe something you can help us with. What do you mean, actual statement? I don't know, Peter, if you can relate. So, basically, the actual statement, like I said, was the confirmation. We want to see if there's any outstanding liabilities sitting with the social revenue services. So, for SRC, I mean, and I know you've probably received an email confirmation that came from SRC. It was actually sent by Oliver and team, where SRC wrote back to us that was beginning of this year to confirm that we have no outstanding liabilities as of 31st December 2023. We've not asked for a reason, but I thought that email would suffice, because it's coming from SRC to confirm, because we are following to get a statement to show what's outstanding or not, but the debt team came back to us and said there's nothing outstanding, and before I did that to you. Can I upload it on the data room? Yeah. I'll just check in with them. Yeah, because in the email, it's saying jobs, business activity, daily business, doctor terms, doctor terms, and CBCR. That's what I wanted some first-party confirmation, but if you send an email to them, I'll just have a check on that one. If you look on the information request list on the data room, it'll give the references to where it is on the data room. So, in terms of the information request list, but I did send back one recently. I'm not sure. I think that may be an L4D one. This one was sent to me yesterday. I'm not sure if it's for some income taxes, but it's the bad forms provided for the BWS forms, but the team asked that it's not sufficient to validate the declarations made. So, I'll just check in to get back to you guys. I think there was a separate question about statement of arrears or something like that. Yeah, sorry. So, just going back to the agenda, this was... Ah, come on. Sorry. The statement of arrears, this is just something that they... Apparently, SRC actually issues statements. So, that's what they were requesting, is to see an actual document from the SRC on all taxes filed, so that there's no outstanding liabilities. You can also... I'll just check with them. Yeah, just check with them again, because if you look at the email, actually, we were getting the support from ACM, and we were asking for the statement of arrears and all that, and they followed up with the SRC. SRC responded to them. They, you know, we have no arrears. They didn't provide any statement. So, we actually initiated this to get us a while back, even before these two days started, and, you know, they just came back and said we have nothing outstanding. And, like, you know, so when we say there's something that you're looking to provide, or SRC provides, that that would be interesting, you know. It didn't seem unusual. It seems a long chain of people where they followed up, like, almost three or four times, and SRC was not forthcoming until they just went back and said we have nothing outstanding. Just so you know, the reference on the data room on the... which we put on the information request... or which we put on the response to the information request list is 2.2.6, is where that email is. I'll just have a look. I'll just have to check the other request if it's there on the data room. That's just... we're referring to the ones from the late getting actual access to a lot of those documents. I'll just check with my team. Sometimes we just check with the team on this one. Okay. Kevin, out of interest, at what point do you... you're saying you're having trouble getting access. How long have you been having trouble getting access? Like, 24 hours, two days, a week? So we actually got full access on Tuesday. Was that a delay on our part, or were you just introduced to the data room on Tuesday? No, we were added to Interlink last week, I believe, the first week of October. Yeah. And then we had trouble... yeah, last week. Yeah, that's correct, yeah. It was the document that's running the certification, and then it kept failing. And eventually I had to reach out to Interlink. I don't know what they did. Kept failing again. They re-added something, did something, and then finally the system allowed us to go in. It takes forever to open a document, but eventually it started verifying certain documents. Then we had some issues on... we were able to access PDF and Word, not Excel. So I reached out to them again, finally got the Excel to work. So I think it was a problem between, I don't know, maybe the country, security software on our own computers blocking... That's what I'm asking, because I'm trying to figure out... I only found out about it yesterday, because we were in front of a facility at CDC at the time, so I wasn't aware of it until yesterday. But okay, now that you've got access, I see. Exactly, yeah. Yeah, so I think we've got access now, so it's working okay. But I've got hold of Interlink's people, so I'm bugging them if I get stuck. Sorry. All right. Jane, just on this one... I'll check that one. Thanks. I don't want to take up too much time on that. So the business tax reviews today that my team did do, they did mention that they went through some of the tax reviews, and there was some items that they picked up some problems. So I just want to bring this to your attention. They will be communicating everything through the RISC as well, but they did find some capital allowance issues, some forex allocation issues, and... Sorry, what was the other one? Forex capital allowance and... Sorry, let me just look for the notes. Okay, but I'll do a hang on. It's just going to be picked up that if these were to be checked by a grocery, they could potentially cause liability issues, some rate issues, forex allocation issues, and then we'll have to check with the lady at the inside shop site again what the other one was. So that will be a point brought up in the RISC sent by tomorrow. It's just potential risks that we're sending through on uncertainty that this can potentially cause liability issues on the record. What kind of amounts? Yeah. Contextually, Chris, and Kevin, I don't think these are materials. So two things. One is computers, they're being depreciated at the rate of 20% as opposed to 40%. That is not a risk. It's more of an opportunity. The other is software, which is being depreciated at 20% as opposed to 10%. Again, software is not a material asset in our book, so I wouldn't... They're not material numbers, but I'm aware of that. Then the forex one, you'll see in our tax memo, we've got differences or the risk that you're tracking here at certain tax positions is that we are different in terms of interpretation of the tax law between us and the LRC. We've been tracking this for a while. We've been quite consistent. This is a matter before the tribunal. We have a dispute that is ongoing. So yeah, we are aware of that and that it's been tracked and we've given appropriate ratings to the RISC assessment. If you're subject to that memo of yours now, yeah, that's the reason why we're sending it out, and that's the reason I called about any unauthorized default filing obligations or any audits. It's something we noted out of the tax expert side on these differences that we don't necessarily agree with, but again, it's just something we're noting to you guys. If this is ever disputed, it can cause a liability issue. Just to come back to you, they are doing the assessment on the actual figures on it, but it can be a potential dispute, especially in the self. But if all the filings were filed undisclosed and undisputed in terms of those, again, same in South Africa, you're going to crash where it doesn't itch, then we'll leave it, but we will just be noting it. Okay, that's been fine. Shantay, on point four, I'll give it over to you in a moment. Yes, the open uncertainty tax position memo, sorry, that was just the following one. We did go through it. We walked through the document, summarized all the factors that you guys gave We just want to check with you guys that this is the only item that you listed, but I take it you issued the memo, so you are comfortable with the list as complete. If we do find anything else, obviously we'll have to raise it, but I take it you guys are comfortable with the list as it is, but this is the only dispute that is being made by these items, right? You guys are comfortable that this is the only item that's potentially a problem? Yes. Okay, cool. Thanks. Sorry, discussion of the two. My team just wants us to have a little bit of a discussion with you on the Plainnet podcast first. It's actually 4.2 to 4.5 million high-level workforce issues and the reconciliation. You can maybe just explain this to me and Shantay, go with me. So, what that relates to is that the North Manhattan expert on 2016, we had misclassified podcast spirit from a customs perspective. We got a demand for 42 million. What you've heard is over the period, we agreed and what happened is in terms of the reconciliations and we can show that is that yes, we utilized some refunds that we had until we ended up with a balance of 4.5 million. So, the 4.5 million, our HRS and why it's not being settled is that we do have an outstanding refund for 6.9 million that has been acknowledged by HSG3 fund of 6.9 million that has been acknowledged by the SRC and what SRC has stated is that as you see in the memo, we have a below-entry reconciliation that's ongoing at the UTT. So, what we asked SRC to offset the 4.5 million from the 6.9 and give us the balance, refund us the balance of around 2 million rupees, they said they will not process that refund until we complete the reconciliation of the below-entries. We've not completed that reconciliation. We're still in discussion with them. We are in meetings with them in the next two weeks or so. Okay. All right. Okay, Shanta, you got that one, right? Yes, I did. Right. Yes. Yes. Okay, cool. Thanks. Thanks, Sam. I appreciate that. I just wanted to ask you guys just to bring it into our thing. Is there any potential tax upsides from your – any refunds expected from SRC on the engagement and on your taxes? You guys are not expecting any refunds from SRC on any tax upsides? Any material refunds? Any material – no material – yeah, no material refunds. Like I just mentioned, the 6.9 expenditure refund that ideally you offset with the 4.5 million rupees due, there could be a couple of – yeah, there are a couple of other small refunds that are outstanding. Yeah, so, but no material. Okay, you guys are only discussing this in about two weeks' time, so this is kind of still a long way off before we actually get an answer on this one. Yes. Okay, cool stuff. Then one of the things we might need to kind of look at is your guys' withholding taxes. So, we focus usually on other payables, making non-residential liable to withholding taxes. There's a little bit of a list of all the taxes liable. So, we just wanted to make sure that as management ensure that it pays its withholding taxes on these respective items from this list. Are you doing royalty payments, specific tax tax, there's a list of two, four, six items, if I remember, as we're looking for it. We're trying to check your withholding taxes. I think this time if you guys make sure you are paying your withholding taxes correctly. I just want to make sure it's not a risk in terms of the taxes for withholding taxes. So, with only tax, we are generally compliant on all funds, on all payments that are eligible for withholding taxes. So, historically, but I want to flag that there is, with respect to inter-company services, there is a bit of interpretation issue that we've had in the past that we've picked in the books. You will see an accrual of around $1.5 million and that is meant to be based on, you know, the final guidance that we get from advisors with the plan is to do a voluntary disclosure in the tax authority. But that is fully accrued for, so it's not really a risk. But generally, we are compliant from a tax perspective and we've not had any issues from historical audits that we've had. All right. Shantay, I have to just make a note of it. There has been a historical audit done on withholding taxes. There has been compliance. Just have a look at the textbook again as a team, you know, just to check that tax is paid and, you know, do all the assessments on it. All right. Shantay, do you want to take over for your points that you did on your assessment 4.4, please? Yes, please. Hello, everyone. It's nice to meet you. I'm just quickly going to share my screen, given I will be just taking over for a moment. Yes, I'll take mine off. Okay. There's been no text visible on your side. Yes. Just check on – sorry, we will continue to check on the Zoom one. You need to click share and actually click share at the bottom. I see. Apologies. Not likely, but just start sharing. Yes. Okay. Let me know if it's visible on your side. Sorry, Erica. Yes, I can see it. Okay. So just to quickly run through a few queries from our side, with regards to the VAT returns, we noticed that all the VAT returns were submitted. Thank you so much for that. If you could maybe please assist us with, like, the monthly workings of the reconciliation for these VAT returns that were shared with us. Yes, Peter. I think, yes, you could do that in the Q&A or in the ARA. We can provide that Peter for later. Okay. Yes. Okay. You can add this to the tracker and we can provide it. I think this is something – I may be correct me if I'm wrong, but this is something which at the moment we felt was a lot of detail and we didn't want to share it. We thought it was probably best to share it further down the line. Yes, that's right. So there are workings with monthly reconciliations which support these that have backing sheets, which has a lot of commercially sensitive data on the business, so they do go back quite a long way. We did debate whether to share the salary sheets of those workings, but they kind of just replicate what's in these returns. So at this stage it wasn't something we were looking to share. Great. And any possibility to share, like Kevin said, the third-party statement of accounts for these returns that were submitted for the liability of the VAT? You mean a transaction list? For the income tax, you get the statement of accounts, the – what do you call it? So is the third-party confirmation that you're looking for similar to the statement of accounts from SRC? Yes, that's correct. I mean, same thing. So when they ask for SRC to confirm whether you have any outstanding liability covered or taxes or operating income tax and all that, it's the same thing here. Okay, not a problem at all. Thank you for confirming. Shane, just on my next screen, are you still able to see my screen? Yes. Okay. Yes. So just to quickly run through, so we went through this memo, our scheme, and we just like you to walk us through the tax risks highlighted in this summary, the different types of tax risks. Sorry, I'm not sure if it's my line or if it's somebody else's line. So if you can maybe just take us through the tax risks highlighted in this summary. While some details are provided in the memo, so we require a high-level explanation of each risk to ensure our understanding. Okay. So the first one – the first two actually is the business tax. They relate to the Forex matter that I just mentioned. So you guys mentioned the business tax, the one, 0.71 rupees. That's the matter before the tribunal. That's what I mentioned. We have a different interpretation of the law in terms of treatment of Forex and related Forex losses and gains. That is before the tribunal. We are waiting for a hearing date for us to appear. And then subsequently for F15 to 18, the SRC came for an audit, raised the same issue, gave us findings, but they only gave us an assessment for F15, which we objected to because it was issued out of time. For the 16 to 18, we've not gotten an assessment. So that's still outstanding. But what we've done is based on the F15 to F18 findings, we've extrapolated this risk up to F24. So that gives you the 13.64, but pretty much it's operating concerns of business tax treatment of Forex losses and gains. The Bill of Entries Reconciliation, that's what I mentioned, that is related to FSQG. And it's pretty much reconciliation between what is Naskoda, that is the custom system for the revenue authority, and what was physically contained in our warehouse. You know, SRC came with some working, which we found some errors in there. We've been engaging for the last two years. And we are now, that's what I say, we have a meeting with them and our advisors in the next two weeks to staff this further, because this is just going back and forth, pretty much a reconciliation exercise that we need to complete and improve. Okay, that's perfect. Thank you for your time. Thanks, Nelson. Can I just ask you a short-sighted question? I'm going to ask it, sorry. You mark them all free at a risk of $3 million as possible. If I can really explain to us, and is there any type of support you can give us on why you are taking it as possible? So, possible risk, where I'm assessing is a possible risk. So, the reason for, I mean, pretty much driven by a couple of things. One is for the business tax items. We've looked at, we've read the law, we've had, you know, inter-discussion with our tax advisors, and we were supported, actually, by our tax advisors to prepare this tax return. So, we believe that we have a defendable case. We've had extensive discussions with the SRC, even on the matter before the Tribunal, because we were trying to settle out of court. The SRC has seen some, you know, they've seen some things in terms of our reasoning, and on that basis, then, that's why we're classifying that as possible. Now, for the BO risk reconciliation, the reason as to why we have it as possible risk is two reasons. One is, when we look at the SRC reconciliation, there are glaring errors in there. The number two is, if we look at also the reconciliation, what SRC did was that they only took, so, like I said, the reconciliation between what's in their system and what's physically available in our warehouse. So, if we look at the reconciliation, the assessment is based on instances where, for example, we've gone to a school there, and we've reported one of the SKUs or one of the products. We've said, we have only, like, ten units. Then, when they come to this physically, when they come physically to check our warehouse, we found five units. So, the difference, and what's the difference of five, that is what they're computing, like, physically on. Then, they are ignoring the instances where the opposite happens, where in a school there, we've reported what their system shows, that we have ten units. But when they come and look at a warehouse, they found, like, 17 units. So, they only took differences that are in their favor and ignored any differences out of their favor. So, pretty much, if you look at it, and if you reconcile that in totality, if you look at the plus, the negatives, and the positives, then it yields to, you know, zero liability. So, it's on that basis. And that's why we went back to SRC, and we're engaging in that business to say, look, there are errors in what you're working to, you've ignored, you know, the basic fact that you're only taking the positives or what's working in your favor and not out of your favor, and simply because you did a bill of entry error where someone picked, you know, high FDU and all that. But pretty much, we believe you have a defendable case. That's the basis for us. We are saying this is a possible risk. And thirdly is, like I said, we've been on this matter for the last two years. If SRC really knew they had a good case, then to date, they would have issued an assessment. We've not received any assessment to date. We've just been engaging. So, on that basis, it gives us a little comfort that, you know, the explanation we provided to them did not suffice. It's pretty much a mathematical thing just for us to go through and convince them that we don't owe them anything. I can tell you often, I think, it sounds like it's like a source query. It's a little bit of an interpretation of the thing. The fact that they've got a strong case, they actually can go most likely towards the client side and find out this explanation. They should try a bit like that. Nelson, do you have an expected timeline on this? Is it to be resolved or not really? Not really. So, the matter before the tribunal has been there for a while. We've been invited at some time, but it must have been December thereabouts. We appeared once, then they told us to go and complete a reconciliation with the SRC. Then they invited us again. We engaged with the SRC. We kind of agreed on a few items. So, we are waiting for them to call us. So, that's out of business. That's not really an expression. Then for F15, F18, like I said, we just filed an objection to the assessment that was in April this year, and we've not got an assessment for F16 to F18. So, no clear timeline. My experience is that some of these matters take a little bit of time to resolve. So, if you're looking at in terms of this transaction, then I would say, by the time we're closing, we are likely to have resolved them. Okay. And I'm offering a POE reconciliation. In fact, I'm offering a POE reconciliation, the last one. We are very keen to close with them. So, the meeting we have with them on the 25th of this month, hopefully, will give us something positive on the way to close. Okay. Cool. Thanks, Michael. That's awesome. I appreciate it. So, I should say, yeah, let's just leave it like that. Yeah, obviously, the POE one is the big one. If you get that, that would be nice for you guys. All right. So, I should say, sorry, yeah. Sure. Go ahead with your items. Yeah. So, just quickly also, if you can just maybe please also explain the classification between the three different parts of risk, the probable, the possible, and the remote. If you can just maybe, Mark, briefly just explain. Yeah. Yeah. So, that's our geo-internal sort of classification of risk. And remote is, we look at it from a cash flow perspective. What is the probability of cash outflow? And remote risk is where, based on assessment, it is less than 10 percent. Possible is anything less than 50 percent. And then probable is any risk that is above 50 percent. 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the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, the, 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