Notes to the Consolidated Financial Statements

Transcription

Notes to the Consolidated Financial Statements
Annual Report | 2013
Contents
Vision and Mission
2
Group Structure
3
Financial Highlights
4
Directorate, Executive Management and Corporate Information
5
Chairman’s Statement
6
Corporate Governance
7
Corporate Social Responsibility
8
Financial review, Ratios and Statistics
9
Report of the Directors
12
Directors’ Responsibility for Financial Statements
13
Report of the Independent Auditors
14
Consolidated Statement of Comprehensive Income
15
Consolidated Statement of Financial Position
16
Consolidated Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18
Notes to the Financial Statements
19
Shareholders’ Analysis
51
Notice to Shareholders
53
Shareholders’ Calendar
55
VISION
To be a globally competitive food company.
MISSION
To consistently produce a quality product and service to our customers
whilst recognising that profitability is essential to the future success
of the company and it’s shareholders.
OUR VALUES
Communication
Family
Teamwork
Commitment
Integrity
Colcom Holdings Limited 2013 Annual Report
2
Group Structure
3
Colcom Holdings Limited 2013 Annual Report
Financial Highlights
for the year ended 30 June 2013
GROUP
2013
2012
USD
USD
60 782 481
52 847 772
1 628 415
4 819 841
37 258 306
35 796 501
Operating cashflow
4 689 009
7 079 094
Capital expenditure
2 825 596
3 158 111
0.87
2.87
Net assets per share (cents)
16.81
16.34
Market price per share - year end (cents)
31.01
25.00
5.39
3.32
12
48
5
18
Consolidated results
Revenue
Profit for the year
Total assets
Ordinary share performance
Basic earnings per share (cents)
Financial ratios
Interest bearing debt to total shareholders' funds (%)
Interest cover (times)
Return on investment (%)
Colcom Holdings Limited 2013 Annual Report
4
Directorate, Executive Management and Corporate Information
BOARD OF DIRECTORS
BOARD COMMITTEES
NON - EXECUTIVE
Audit Committee
Tom Brown (resigned 31 December 2012)
Theophilus T. Kumalo
Pauline Chapendama Julian P. Schonken
Rob E. Davenport (Chairman)Pauline Chapendama ( Chairperson)
Craig Davenport
Brent Fairlie (appointed 19 November 2012)
John Koumides (appointed 17 April 2013)
David E. Long
Julian P. Schonken
EXECUTIVERemuneration Committee
Theophilus T. KumaloRob E. Davenport (Chairman)
Norita R. Adams
John Koumides
Kenias Horonga (resigned 31 October 2012)
Theophilus T. Kumalo
Constantine Tumazos (appointed 1 January 2013)
SENIOR MANAGEMENT
Theophilus Kumalo
Group Chief Executive Officer
Constantine Tumazos
Group Finance Director
Norita Adams
Group Sales and Marketing Director
Jan Van As
Group Operations Director
Zvitendo Matsika
Group Human Resources Executive
Mandy Mutiro
Group Finance Manager
Ian Kennaird
Chief Executive - Triple C Pigs
Lester Jones
Chief Executive - Associated Meat Packers (Private) Limited
SecretaryAuditors
Andrew Lorimer
Ernst & Young
Chartered Accountants (Zimbabwe)
Principal Bankers
Standard Chartered Bank Limited
Registered Public Auditors
Registered office
Transfer Secretaries
1/3 Coventry Road
Corpserve (Private) Limited
Workington
4th Floor Intermarket Centre
(P O Box 2474)
Cnr First Street/Kwame Nkrumah Avenue
Harare
HarareZimbabwe
Zimbabwe
Fax No : 263-4-750723
Tel No : 263-4-758193
Tel No : 263-4-751051/9
Website: www.colcomfoods.com
5
Colcom Holdings Limited 2013 Annual Report
Chairman’s Statement
Financial
Colcom recorded a disappointing result for the year. Whilst the Group recorded a growth in revenue of 15% over the prior year, this was
mainly attributable to low margin product lines where thin margins were further affected by raw material price increases not passed on to the
consumer. As advised in the interim report, a number of processes were embarked upon during the year in response to both a compromised
control and governance environment as well as a number of equipment failures that occurred within the core pork operation. In addition to
the provisions of USD 1.3 million reported at the half-year, a further USD 1.1 million of cost provisions were processed in the second half of
the year, emanating mainly from stock and retrenchment charges; whilst a critical review of the Group’s fixed assets resulted in an impairment
and de-recognition charge of USD 1.5 million. These factors contributed to profit before tax reflecting a reduction of 65% over prior year.
In spite of the above, the Group generated USD3.7 million from operations and remains net cash positive after investing USD 2.8 million in
fixed assets during the year, primarily directed towards backup generator power and new retail space for both the Colcom operations and
those of its subsidiary Associated Meat Packers (Private) Limited (AMP).
Operational
Pork business
The Triple C Pigs livestock division delivered 57,646 pigs (F2012: 56,721) during the year representing 4,490 tonnes of raw input product;
this was a 6% increase on prior year. Key production statistics show positive trends over prior year; however the cost and availability of maize
for stock feeds remains a challenge. The genetic upgrade programme remains on line.
The Colcom factory suffered a 5% reduction in overall volumes processed over the prior year, primarily as a result of equipment failure. In
addition, the increased costs of operating and maintaining an ageing plant were unfavourable. The Colcom pie plant increased production
by 38% over prior year, albeit at the cost of margin and additional overhead. On the positive side, a number of product lines have now been
re-engineered, and this has resulted in an improvement in product quality. In addition, a process to rationalise the operation’s product listing
has also taken place, and this has allowed for better production efficiencies through the factory.
Other business
The Group’s subsidiary company, AMP, achieved volume growth of 57% over the prior year, which translated to a 19% growth in profitability,
limited by the pre-operating costs incurred in expanding the operation’s retail footprint. Four new stores built under the “Texas” brand were
opened during the year, bringing the current total outlets to eight, with a further four units currently being developed.
Colcom’s associated company Freddy Hirsch Zimbabwe (Pvt) Ltd recorded a decline in contribution to Group profits primarily as a result of
significant equipment sales undertaken in the prior year and which were not repeated in the current year.
Future prospects
The challenges of operating an aging facility have been addressed in part through the commitment to and contracting of USD 1.4 million of
factory equipment expected to be commissioned before December 2013. This equipment will provide adequate capacity in emulsification,
cooking, cooling and packaging to produce the appropriate quantity and quality of product that is expected to be delivered into the target
market into the foreseeable future. A further commitment to modernise the Colcom pie facility has been made with investigations as to plant
make-up in the final stages. The Group will continue to invest in maintaining infrastructure to supply quality water, steam and the refrigeration
required to support the operation, whilst investigations to modernise the facility are at an early stage.
During the year under review, management have made the decisions necessary to ensure that Colcom carries forward quality assets in
the balance sheet and has a clear commitment to achieving the objectives defined in the Group’s revised strategy; as a result, a significant
improvement in overall results is expected in the forthcoming year.
R. E. Davenport
CHAIRMAN
1 October 2013
Colcom Holdings Limited 2013 Annual Report
6
Corporate Governance
achievement of the Company’s objectives. The Board
FINANCIAL STATEMENTS
As recorded in the financial statements the Directors
is also responsible for monitoring the performance of
recognise that they are responsible for the preparation
executive management. All Directors have access to the
and integrity of the Company’s financial and non-financial
advice and services of the Company Secretary and in
reporting.
appropriate circumstances, at the Company’s expense,
may seek independent professional advice concerning
In order to fulfill this responsibility, a system of internal
its affairs.
accounting controls has been developed and continues
REMUNERATION COMMITTEE
to be maintained. There are limits inherent in all systems
The Company has a remuneration committee which
of internal control based on the recognition that the costs
consists mainly of non-executive Directors.
of such systems should be related to the benefits to be
derived. We believe the Group’s systems provide this
appropriate balance.
The committee is responsible for the review and approval
The annual financial statements have been examined
Directors and executive management.
by the Group’s external auditors and their report is
MANAGEMENT REPORTING
of remuneration and terms of employment of executive
presented on page 14.
There
are
comprehensive
management
reporting
disciplines in place which include the preparation of
The Directors, after reviewing the Company’s financial
annual targets. Monthly results are reported against
projections, have no reason to believe that the Company
approved targets and compared to the previous year.
will not continue as a going concern in the year ahead.
Profit forecasts are updated regularly and working
capital requirements and borrowings are monitored on
AUDIT COMMITTEE
an ongoing basis.
The Company has an audit committee comprising
representation by non-executive Directors and is chaired
ETHICS
by a non-executive Director. The external auditors have
Directors and employees are required to conduct all
unrestricted access to the committee and in addition,
business affairs in accordance with the highest ethical
a representative attends all audit committee meetings.
standards. In this regard, the Company has implemented
The audit committee meets three times a year.
a formal Code of Ethics.
The
committee reviews the effectiveness of internal controls
EQUAL OPPORTUNITY
in the Group with reference to the findings of internal and
The Group is committed to providing equal opportunities
external auditors. Other areas covered include the review
for its employees regardless of their ethnic origin or
of important accounting issues, specific disclosures in
gender.
the financial statements, financial reports and major audit
recommendations.
EMPLOYEE PARTICIPATION
DIRECTORATE AND EXECUTIVE MANAGEMENT
to deal with issues which affect employees directly
The Board of Directors includes non-executive Directors
and materially which includes collective bargaining
The Group employs a variety of participative structures
mechanisms and a Workers’ Committee, structures to
who are chosen for their business skills and acumen and
drive productivity improvements etc. They are designed
whose number is sufficient for their views to carry weight
to achieve good employer/employee relations through
in the Board’s decision. The Chairman is a non-executive
effective sharing of relevant information, consultation and
member of the Board. The Board meets regularly to
the identification and resolution of conflict.
review strategy, operational performance, acquisition and
disposal of assets, pig producer and other stakeholder
issues as well as any material matters relating to the
7
Colcom Holdings Limited 2013 Annual Report
Corporate Social Responsibility
CORPORATE SOCIAL RESPONSIBILITY
Colcom provides regular assistance to registered organisations that are caring for
the elderly, the infirm and orphans, and that are working on animal welfare. It also
assists various registered organisations in their efforts to raise funds for charity.
A scheme whereby 5% of the proceeds of Colcom ham sales would be donated
to charity has been in operation for the last 3 years. In 2012/13 the proceeds
went to three organisations. These were: Equipment for the Wilkins Infectious
Diseases Hospital in Harare; the acquisition of extra kennels for the SPCA in
Harare for stray animals; and a deep freezer for Khayelitsha Children’s Home in
Bulawayo.
In a separate scheme, over the past three years Colcom has supported the
executive interaction initiative of the Zimbabwe National Army, which is an annual
event designed to facilitate dialogue between senior corporate executives and
senior Army officers.
ENVIRONMENT
Colcom is a corporate member of the Business Council for Sustainable
Development Zimbabwe (BCSDZ).
Colcom Holdings Limited 2013 Annual Report
8
Financial Review, Ratios and Statistics
June
June
June
June
June
2013
2012
2011
2010
2009
USD
USD
USD
USD
USD
60 782 481
52 847 772
46 200 305
41 882 636
15 629 947
2 032 260
5 968 462
5 638 320
5 546 734
1 670 581
(16 104)
88 033
169 559
16 052
(1 910)
2 016 156
6 056 495
5 807 879
5 562 786
1 668 671
232 898
382 603
248 290
224 062
46 007
2 249 054
6 439 098
6 056 169
5 786 848
1 714 678
(620 639)
(1 619 257)
(1 399 755)
(1 057 186)
799 276
1 628 415
4 819 841
4 656 414
4 729 662
2 513 954
1 590 409
1 590 409
1 590 409
1 590 409
-
24 232 794
23 808 257
20 951 912
18 055 343
15 873 338
25 823 203
25 398 666
22 542 321
19 645 752
15 873 338
909 176
587 517
600 597
908 284
652 270
Non-current liabilities
2 917 213
3 534 505
3 647 229
3 994 627
3 040 957
Current liabilities
7 608 714
6 275 813
5 899 414
5 382 553
5 486 065
Total equities and liabilities
37 258 306
35 796 501
32 689 561
29 931 216
25 052 630
Non-current assets
18 418 979
19 120 802
15 477 665
13 709 773
12 631 150
Current assets
18 839 327
16 675 699
17 211 896
16 221 443
12 421 480
Total assets
37 258 306
35 796 501
32 689 561
29 931 216
25 052 630
STATEMENT OF COMPREHENSIVE INCOME
Revenue
Operating profit
Net finance (costs)/income
Share of profit from associate
Profit before taxation
Taxation
Profit for the year
STATEMENT OF FINANCIAL POSITION
Share capital
Reserves
Equity attributable to equity
holders of the parent
Non-controlling interest
9
Colcom Holdings Limited 2013 Annual Report
Financial Review, Ratios and Statistics - (cont’d)
June
June
June
June
June
2013
2012
2011
2010
2009
USD
USD
USD
USD
USD
PROFITABILITY
Operating margin
(%)
3
11
12
13
11
Return on investment
(%)
5
18
22
23
6
Return on net worth
(%)
6.31
18.98
20.66
24.07
15.84
Effective tax rate
(%)
27.60
25.15
23.22
19.33
(46.60)
Financing ratio
(%)
69
71
69
66
63
Total liabilities/total assets
(%)
28
27
29
31
34
(USD)
1 440 000
863 592
2 429 406
2 341 402
602 525
Gearing ratio
(%)
5.6
3.4
10.8
12
3.8
Interest cover
(times)
12
48
55
68
897
Current ratio
(times)
2.5
2.7
2.9
3.0
2.3
Acid test ratio
(times)
1.3
1.3
1.4
1.7
1.3
(USD)
4 689 009
7 079 094
5 098 508
3 930 738
353 743
(times)
0.44
0.49
0.50
0.58
0.99
short term loans)
(times)
0.46
0.50
0.54
0.61
1.02
Total asset turnover
(times)
0.61
0.68
0.71
0.71
1.27
(USD)
50 821
44 003
41 177
35 612
16 320
Number of ordinary shares in issue
159 040 884
159 040 884
159 040 884
159 040 884
157 595 884
Weighted average shares in issue
159 040 884
159 040 884
159 040 884
158 557 898
157 595 884
(Cents)
0.87
2.87
3.12
2.82
0.59
(%)
3 563
871
1 346
886
5 639
Dividend per share
(Cents)
-
1.25
1.04
1.25
-
Dividend cover
(times)
-
2
3
2
-
(%)
-
5.0
2.5
5.0
-
(times)
35.6
8.7
13.5
8.9
56.4
Net asset value per share
(USD)
0.16
0.16
0.14
0.12
0.10
Net operating cash flow per share
(USD)
0.03
0.04
0.03
0.02
-
Market capitalisation
(USD)
49 302 674
39 760 221
66 797 171
39 760 221
52 006 642
(Cents)
31
25
42
25
33
Number of employees
1 196
1 201
1 122
1 179
1 216
Number of shareholders
2 276
2 336
2 336
2 408
2 363
SOLVENCY
Interest-bearing debt
LIQUIDITY
Operating cash inflow
ACTIVITY
Net asset turnover
Net current asset turn (excluding
PRODUCTIVITY
Turnover per employee
ORDINARY SHARE PERFORMANCE
Basic and diluted earnings per share
Earnings yield
Dividend yield
Price earnings ratio
Market value per share
OTHER
Colcom Holdings Limited 2013 Annual Report
10
Definitions
Operating margin Current ratio
Income from operations as a percentage of turnover.
Current assets divided by current liabilities.
Return on investment
Acid test ratio
Profit for the year attributable to equity holders of the
Current assets less stock and biological assets, divided
parent as a percentage of equity attributable to equity
by current liabilities.
holders of the parent.
Dividend cover
Earnings per share divided by dividends per share.
Financing ratio Equity attributable to equity holders of the parent as a
percentage of total assets.
Dividend yield
Interest cover share at year end.
Profit before tax before interest payable, divided by
Earnings yield
Dividend per share as a percentage of market price per
interest payable.
Market price at year end as a percentage of earnings
Gearing ratio
per share.
Interest-bearing debt as a percentage of equity
Return on net worth
attributable to equity holders of the parent.
Profit for the year as a percentage of equity attributable
to holders of the parent.
Operating cash flow
Net cash from operating activities before interest and tax.
Net asset turnover
Total assets less current liabilities divided by turnover.
Net operating cash flow per share
Net operating cash flow divided by the number of
ordinary shares in issue.
Net current asset turn
Headline earnings
divided by turnover.
Total assets less current liabilities other than borrowings
Income attributable to shareholders excluding unusual or
Turnover per employee
non-recurring items.
Turnover divided by number of employees.
Net asset value per share
Equity attributable to equity holders of the parent divided
Market capitalisation
by number of shares in issue at year end.
Market value per share times number of shares in issue.
Price earnings ratio
Market price at year end divided by earnings per share.
11
Colcom Holdings Limited 2013 Annual Report
Report of the Directors
The Directors have pleasure in presenting their report, together with the audited financial statements for the year ended
30 June 2013.
Nature of business
The Company is listed on the Zimbabwe Stock Exchange and is engaged in the processing and marketing of pork and
other food products.
Share capital
The authorised share capital of the Company is 200 000 000 ordinary shares. The issued share capital is 159 040 884
ordinary shares.
Reserves
The current year movement in the reserves of the Group are shown in the Consolidated Statement of Changes in Equity
and in the Notes to the Financial Statements.
Group results
Profit before taxation
Taxation
Profit for the year
Non-controlling interest
Profit attributable to equity holders of the parent
2013
2012
USD
USD
2 249 054
6 439 098
(620 639)
(1 619 257)
1 628 415
4 819 841
(249 633)
(261 759)
1 378 782
4 558 082
Dividends
In light of the Company’s performance in the period and the requirements to invest in restoring infrastructure and
operational capacity to the plant, the Directors recommend no dividend in respect of the year ended 30 June 2013.
Directors
Mr. K Horonga resigned from the Group as Group Financial Director, and as a Director of the Company with effect from
31 October 2012. Mr. B Fairlie was appointed to the Board as a non-executive Director with effect from 19 November
2012. Mr. Fairlie is the Chief Executive Officer of a large pork processing entity in South Africa and brings with him
vast operational and financial experience in the industry. Mr. T.W. Brown resigned from the Board as a non-executive
Director with effect from 31 December 2012. Mr. C. Tumazos was appointed to the Board as Group Financial Director
with effect from 1 January 2013. Mr. Tumazos is a Chartered Accountant (Zimbabwe) and had previously served as
Group Treasurer at Innscor Africa Limited, the Group’s major shareholder. Mr J Koumides was appointed to the Board
as a non-executive Director with effect from 17 April 2013. Mr Koumides is the Chief Executive Officer of Innscor Africa
Limited.
Directors’ Fees
Members will be asked to approve the payment of Directors’ fees in respect of the year ended 30 June 2013.
Auditors
Members will be asked to re-appoint Ernst and Young as Auditors to the Company for the ensuing year.
For and on behalf of the Board.
R E DAVENPORT
Chairman
1 October 2013
Colcom Holdings Limited 2013 Annual Report
12
Directors’ Responsibility for Financial Statements
The Directors of Colcom Holdings Limited are required by the Companies Act to maintain adequate accounting records
and to prepare financial statements for each financial year that present a true and fair view of the state of affairs of the
Company and the Group at the end of each financial year and of the profit and cashflows for the period in line with
International Financial Reporting Standards. In preparing the accompanying financial statements, generally accepted
accounting practices have been followed, suitable accounting policies have been used and consistently applied, and
reasonable and prudent judgments and estimates have been made.
The principal accounting policies of the Group are consistent with those applied in the previous year and conform to
International Financial Reporting Standards.
The Directors have satisfied themselves that the Group is in a sound financial position and has adequate resources to
continue in operational existence for the foreseeable future. Accordingly, they are satisfied that it is appropriate to adopt
the going concern basis in preparing the financial statements.
The Board recognises and acknowledges its responsibility for the Group’s systems of internal financial control. Colcom
maintains internal controls and systems that are designed to safeguard the assets of the Group, prevent and detect
errors and fraud and ensure the completeness and accuracy of the Group’s records. The Group’s Audit Committee
has met the external auditors to discuss their reports on the results of their work, which includes assessments of the
relevant strengths and weaknesses of key control areas. In a growing Group of the size, complexity and diversity of
Colcom it may be expected that occassional breakdowns in established control procedures may occur. However, no
breakdowns involving material loss have been reported to the Directors in respect of the period under review.
The financial statements for the year ended 30 June 2013, which appear on pages 15 to 49, were approved by the
Board of Directors and are signed on its behalf by:
R E DavenportT T Kumalo
Chairman
Group Chief Executive Officer
Harare
1 October 2013
13
Colcom Holdings Limited 2013 Annual Report
Ernst & Young
Chartered Accountants (Zimbabwe)
Registered Public Auditors
Angwa City
Cnr Julius Nyerere Way/
Kwame Nkrumah Avenue
P.O. Box 62 or 702
Harare
Zimbabwe
Tel.: +263 4 750905 / 750979
Fax: +263 4 750707 / 773842
Email: [email protected]
www.ey.com
Report of the Independent Auditors To The Members Of Colcom Holdings Limited
Report on the financial statements
We have audited the accompanying consolidated financial statements of Colcom Holdings Limited set out on
pages 15 to 50, which comprise the Group Statement of Financial position as at 30 June 2013, the Group Statement
of Comprehensive Income, the Group Statement of Changes in Equity and the Group Statement of Cash Flows
for the year then ended, the notes to the financial statements which include a summary of significant accounting
policies and other explanatory information.
Directors’ responsibility for the financial statements
The Company’s Directors are responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards and in the manner required by the
Companies Act (Chapter 24:03), and for such internal controls as the Directors determine is necessary to enable
the preparation of 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 consolidated 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 controls 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 controls. An audit also includes
evaluating the appropriateness of accounting policies used 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 consolidated financial statements present fairly, in all material respects, the financial position
of Colcom Holdings Limited as at 30 June 2013, and its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards.
Report on other legal and regulatory requirements
In our opinion, the consolidated financial statements have, in all material respects, been properly prepared in
compliance with the disclosure requirements of the Companies Act (Chapter 24:03) and the relevant Statutory
Instruments (SI 33/99 and SI 62/96).
Ernst & Young
Chartered Accountants (Zimbabwe)
Registered Public Auditors
HARARE
1 October 2013
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2013
2013
2012
USD
USD
60 782 481
52 847 772
Cost of sales
(35 147 915)
(26 971 128)
Gross profit
25 634 566
25 876 644
Other income
1 951 266
1 185 341
Distribution and selling costs
(1 646 675)
(2 018 510)
Administration expenses
(13 749 455)
(12 496 281)
Other operating expenses
(10 157 442)
(6 578 732)
2 032 260
5 968 462
Interest income
197 166
226 132
Interest expense
(213 270)
(138 099)
232 898
382 603
2 249 054
6 439 098
(620 639)
(1 619 257)
1 628 415
4 819 841
-
-
1 628 415
4 819 841
1 378 782
4 558 082
249 633
261 759
1 628 415
4 819 841
Notes
Revenue
3
Operating profit
4
Share of profit of associate
9
Profit before taxation
Taxation
5
Profit for the year
Other comprehensive income
Total comprehensive income
Attributable to:
Equity holders of the parent
Non-controlling interest
Basic and diluted earnings per share - cents
6
0.87
2.87
Headline earnings per share - cents
6
1.63
2.87
15
Colcom Holdings Limited 2013 Annual Report
Consolidated Statement of Financial Position
As at 30 June 2013
Notes
2013
2012
USD
USD
ASSETS
Non-current assets
Property, plant and equipment
8
15 497 662
16 080 595
Investment in associate
9
1 118 383
968 295
Investments
10
183 546
183 546
Other non-current financial assets
11
324 473
465 816
Biological assets
12
1 258 838
1 236 713
Deferred tax asset
19
36 077
185 837
18 418 979
19 120 802
Current assets
Biological assets
12
1 626 843
1 212 183
Inventories
13
7 241 504
7 431 518
Accounts receivable
14
5 071 996
3 809 428
Cash and bank
15
4 898 984
4 222 570
18 839 327
16 675 699
37 258 306
35 796 501
Total assets
EQUITY AND LIABILITIES
Capital and reserves
Share capital
16
1 590 409
1 590 409
Non-distributable reserves
18
8 972 075
8 972 075
Distributable reserves
15 260 719
14 836 182
Equity attributable to equity holders of the parent
25 823 203
25 398 666
909 176
587 517
26 732 379
25 986 183
Non-controlling interest
Total Equity
Non-current liabilities
Deferred taxation
19
2 917 213
3 099 485
Interest bearing borrowings
20
-
435 020
2 917 213
3 534 505
Current liabilities
Accounts payable
21
5 360 493
4 693 894
Provisions
22
736 113
718 175
Interest bearing borrowings
23
1 440 000
428 572
72 108
435 172
7 608 714
6 275 813
Total liabilities
10 525 927
9 810 318
Total equity and liabilities
37 258 306
35 796 501
Taxation
DIRECTORS
R Davenport T T Kumalo Harare 1 October 2013
Colcom Holdings Limited 2013 Annual Report
16
Consolidated Statement of Changes in Equity
For the year ended 30 June 2013
Attributable to owners of the parent
Share
capital
Nondistributable
reserves
Distributable
Reserves
Total
Noncontrolling
Interest
Total
USD
USD
USD
USD
USD
USD
1 590 409
8 972 075
11 979 837
22 542 321
600 597
23 142 918
Disposal of subsidiary
-
-
-
-
(249 901)
(249 901)
Total comprehensive income
-
-
4 558 082
4 558 082
261 759
4 819 841
Dividends (Note 17)
-
-
(1 701 737)
(1 701 737)
(24 938)
(1 726 675)
1 590 409
8 972 075
14 836 182
25 398 666
587 517
25 986 183
Non-controlling interest arising
from purchase of subsidiary
-
-
-
-
490
490
Transactions with owners in
their capacity as owners
-
-
-
-
164 782
164 782
Total comprehensive income
-
-
1 378 782
1 378 782
249 633
1 628 415
Dividends (Note 17)
-
-
(954 245)
(954 245)
(93 246)
(1 047 491)
1 590 409
8 972 075
15 260 719
25 823 203
909 176
26 732 379
Balance at 30 June 2011
Balance at 30 June 2012
Balance at 30 June 2013
17
Colcom Holdings Limited 2013 Annual Report
Consolidated Statement of Cash flows
For the year ended 30 June 2013
2013
2012
USD
USD
4 689 006
7 079 094
Interest income
197 166
226 132
Interest expense
(213 270)
(138 099)
(1 016 215)
(1 186 059)
3 656 687
5 981 068
(466 720)
(916 268)
(2 358 876)
(2 241 843)
197 542
327 734
-
250 901
-
(193 269)
(129 218)
-
82 810
49 000
Notes
OPERATING ACTIVITIES
Cash generated from operating activities
24
Taxation paid
25
Net cashflows from operations
INVESTING ACTIVITIES
Purchase of property, plant and equipment
- replacement
- expansion
Proceeds on disposal of property, plant and equipment
Proceeds from disposal of subsidiary
26
Purchase of investments
Purchase of biological assets
Dividends received from associate
9
Proceeds on disposal of investments
Net cashflows used in investing activities
Net cash flow before financing activities
-
112 191
(2 674 462)
(2 611 554)
982 225
3 369 514
1 440 000
250 000
FINANCING ACTIVITIES
Proceeds from borrowings
Repayment of borrowings
(863 592)
(1 815 814)
(1 047 491)
(1 726 675)
Cash received from non-controlling interests
165 272
-
Net cashflows used in financing activities
(305 811)
(3 292 489)
Net increase in cash and cash equivalents
676 414
77 025
4 222 570
4 145 545
4 898 984
4 222 570
Dividends paid
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Colcom Holdings Limited 2013 Annual Report
15
18
Notes to the Consolidated Financial Statements
1.
CORPORATE INFORMATION The Company and its subsidiaries are incorporated in Zimbabwe. The Group’s main activity is the production,
processing and marketing of pork and other food products. The consolidated financial statements of Colcom
Holdings Limited for the year ended 30 June 2013 were authorised for issue in accordance with a resolution
of the Directors on 1 October 2013. Colcom Holdings Limited is a limited liability company incorporated and
domiciled in Zimbabwe whose shares are publicly traded through the Zimbabwe Stock Exchange.
2.
STATEMENT OF COMPLIANCE
The consolidated financial statements of the Group have been prepared in accordance with International
Financial Reporting Standards (IFRS) and the International Financial Reporting Interpretations Committee (IFRIC)
intepretations, promulgated by the International Accounting Standards Board (IASB).
2.1
Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis except for biological assets
which are stated at fair value.
Basis of Consolidation
The consolidated financial statements consist of the financial statements of Colcom Holdings Limited and its
subsidiaries, as at 30 June 2013.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company,
using consistent accounting policies. All intra-group balances, transactions, income and expenses, and profits
and losses resulting from intra-group transactions that are recognised in assets are eliminated in full.
A change in ownership interest of a subsidiary, without a change of control, is accounted for as an equity
transaction. Losses are attributable to the non-controlling interest even if that results in a deficit balance. If the Group losses control over a subsidiary, it: -
derecognises the assets (including goodwill) and liabilities of the subsidiary
-
derecognises the carrying amount of any non-controlling interest
-
derecognises the cumulative translation differences, recorded in equity
-
recognises the fair value of any consideration received
-
recognises the fair value of any investment retained
-
recognises any surplus or deficit in profit or loss
-
reclassifies the parent’s share of components previously recognised in other comprehensive
income to profit or loss. 2.2
Changes in accounting policy and disclosures
The accounting policies adopted are consistent with those of the previous financial year.
Amendments resulting from Improvements to IFRSs to the following standards did not have any impact on the
accounting policies, financial position or performance of the Group:
-
IAS 12 Income Taxes (Amendment) - Deferred Taxes: Recovery of Underlying Assets
-
IAS 1 Presentation of Items of Other Comprehensive Income – Amendments to IAS 1
The adoption of the standards or interpretations is described below:
19
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
IAS 12 Income Taxes (Amendment) – Deferred Taxes: Recovery of Underlying Assets
The amendment clarified the determination of deferred tax on investment property measured at fair value and
introduces a rebuttable presumption that deferred tax on investment property measured using the fair value
model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale. It
includes the requirement that deferred tax on non-depreciable assets that are measured using the revaluation
model in IAS 16 should always be measured on a sale basis. The amendment is effective for annual periods
beginning on or after 1 January 2012 and has been no effect on the Group’s financial position, performance or
its disclosures. IAS 1 Presentation of Items of Other Comprehensive Income – Amendments to IAS 1
The amendments to IAS 1 change the grouping of items presented in other comprehensive income (OCI). Items
that could be reclassified (or ‘recycled’) to profit or loss at a future point in time (for example, actuarial gains
and losses on defined benefit plans and revaluation of land and buildings) would be presented separately from
items that will never be reclassified (for example, net gain on hedge of net investment, exchange differences on
translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale
financial assets). The amendment affects presentation only and has no impact on the Group’s financial position
or performance. The amendment had no impact to the Group.
2.3
Standards issued but not yet effective
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s
financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they
become effective.
IAS 19 Employee Benefits (Revised)
The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as
removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications
and re-wording. The amendment became effective for annual periods beginning on or after 1 January 2013 and
will not have any impact on the Group.
IAS 28 Investments in Associates and Joint Ventures (as revised in 2011)
As a consequence of the new IFRS 11 Joint Arrangements, and IFRS 12 Disclosure of Interests in Other Entities,
IAS 28 Investments in Associates, has been renamed IAS 28 Investments in Associates and Joint Ventures, and
describes the application of the equity method to investments in joint ventures in addition to associates. The
revised standard becomes effective for annual periods beginning on or after 1 January 2013 and will not have
any impact on the Group.
IAS 32 Offsetting Financial Assets and Financial Liabilities — Amendments to IAS 32
These amendments clarify the meaning of “currently has a legally enforceable right to set-off”. The amendments
also clarify the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house
systems) which apply gross settlement mechanisms that are not simultaneous. These amendments are not
expected to impact the Group’s financial position or performance and become effective for annual periods
beginning on or after 1 January 2014.
IAS 36- Impairment of Assets (Amendment) -Disclosure requirements for the recoverable amount of impaired
assets
The amendments clarify the disclosure requirements about the recoverable amount of impaired assets if that
amount is based on fair value less costs of disposal. The amendments clarify the IASB’s original intention: that
the scope of these disclosures is limited to the recoverable amount of impaired assets that is based on fair value
less costs of disposal. These improvements are effective for annual periods beginning on or after 1 January
2014.
Colcom Holdings Limited 2013 Annual Report
20
Notes to the Consolidated Financial Statements - (cont’d)
IFRS 7 Disclosures — Offsetting Financial Assets and Financial Liabilities — Amendments to IFRS 7
These amendments require an entity to disclose information about rights to set-off and related arrangements
(e.g., collateral agreements). The disclosures would provide users with information that is useful in evaluating
the effect of netting arrangements on an entity’s financial position. The new disclosures are required for all
recognised financial instruments that are set off in accordance with IAS 32 Financial Instruments: Presentation.
The disclosures also apply to recognised financial instruments that are subject to an enforceable master netting
arrangement or similar agreement, irrespective of whether they are set off in accordance with IAS 32. These
amendments will not impact the Group’s financial position or performance and become effective for annual
periods beginning on or after 1 January 2013.
IFRS 9 Financial Instruments: Classification and Measurement
IFRS 9, as issued, reflects the first phase of the IASB’s work on the replacement of IAS 39 and applies to
classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard was
initially effective for annual periods beginning on or after 1 January 2013, but Amendments to IFRS 9 Mandatory
Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, moved the mandatory effective
date to 1 January 2015. In subsequent phases, the IASB will address hedge accounting and impairment
of financial assets. The adoption of the first phase of IFRS 9 will have an effect on the classification and
measurement of the Group’s financial assets, but will not have an impact on classification and measurements
of financial liabilities. The Group will quantify the effect in conjunction with the other phases, when the final
standard including all phases is issued.
IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements
IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the
accounting for consolidated financial statements. It also addresses the issues raised in SIC-12 Consolidation —
Special Purpose Entities.
IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The
changes introduced by IFRS 10 will require management to exercise significant judgement to determine which
entities are controlled and therefore are required to be consolidated by a parent, compared with the requirements
that were in IAS 27. Based on the preliminary analyses performed, IFRS 10 is not expected to have any impact
on the currently held investments of the Group. This standard becomes effective for annual periods beginning
on or after 1 January 2013.
IFRS 11 Joint Arrangements
IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities — Non-monetary
Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using
proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for
using the equity method. IFRS 11 is not expectd to have any impact on the Group.
IFRS 12 Disclosure of Interests in Other Entities
IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements,
as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate
to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. A number of new
disclosures are also required, but has no impact on the Group’s financial position or performance. This standard
became effective for annual periods beginning on or after 1 January 2013.
21
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does
not change when an entity is required to use fair value, but rather provides guidance on how to measure fair
value under IFRS when fair value is required or permitted. The Group is currently assessing the impact that this
standard will have on the financial position and performance, but based on the preliminary analyses, no material
impact is expected. This standard became effective for annual periods beginning on or after 1 January 2013.
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine
This interpretation applies to waste removal (stripping) costs incurred in surface mining activity, during the
production phase of the mine. The interpretation addresses the accounting for the benefit from the stripping
activity. The interpretation is effective for annual periods beginning on or after 1 January 2013. The new
interpretation will not have an impact on the Group.
IFRIC 21 Levies
IFRIC 21 provides guidance on when to recognise a liability for a levy imposed by a government, both for levies
that are accounted for in accordance with IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ and
those where the timing and amount of the levy is certain.
The interpretation clarifies that an entity recognises a liability for a levy when the activity that triggers payment,
as identified by the relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only if
the activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For
a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be
recognised before the specified minimum threshold is reached.
This standard becomes effective for annual periods beginning on or after 1 January 2014 and has no impact on
the financial statements of the Company.
Annual Improvements May 2012
These improvements will not have an impact on the Group, but include:
IAS 1 Presentation of Financial Statements
This improvement clarifies the difference between voluntary additional comparative information and the minimum
required comparative information. Generally, the minimum required comparative information is the previous
period.
IAS 16 Property Plant and Equipment
This improvement clarifies that major spare parts and servicing equipment that meet the definition of property,
plant and equipment are not inventory.
IAS 32 Financial Instruments, Presentation
This improvement clarifies that income taxes arising from distributions to equity holders are accounted for in
accordance with IAS 12 Income Taxes.
IAS 34 Interim Financial Reporting
The amendment aligns the disclosure requirements for total segment assets with total segment liabilities in
interim financial statements. This clarification also ensures that interim disclosures are aligned with annual
disclosures.
These improvements are effective for annual periods beginning on or after 1 January 2013.
Colcom Holdings Limited 2013 Annual Report
22
Notes to the Consolidated Financial Statements - (cont’d)
2.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and
the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates, and other value added taxes or duty. The following specific recognition criteria
must always be met before revenue is recognised: Sale of goods Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the
buyer.
Other income
Interest income Revenue is recognised as interest accrues (using the effective interest method that is the rate that exactly
discount estimated future cash receipts through the expected life of the financial instrument to the net carrying
amount of the financial asset).
Rental income Rental income arising from operating leases is accounted for on a straight line basis over the lease term.
Dividends Revenue is recognised when the Group’s right to receive the payment is established.
Investments in associates The Group’s investment in the associate is accounted for using the equity method of accounting. The associate
is an entity in which the Group exercises significant influence and which is neither a subsidiary nor a joint
venture.
Under the equity method, the investment in the associate is initially carried at cost. Subsequently, the investment
in associate is carried at cost plus post-acquisition changes in the Group’s share of the reserves of the associate
less dividends received from the associate. Goodwill relating to an associate is included in the carrying amount
of the investment. The profit or loss reflects the share of the results of operations of the associate attributable
to the Group. The results of operations is the profit after tax and non-controlling interests in the subsidiaries of
the associate.
After application of the equity method, the Group determines whether it is necessary to recognise an additional
impairment loss on the Group’s investment in its associates. The Group determines at each reporting date
whether there is any objective evidence that the investment in the associate is impaired. If this is the case the
Group calculates the amount of impairment as the difference between the recoverable amount of the associate
and its carrying value and recognises the “share of profit of associate” amount in profit or loss.
Upon loss of significant influence over the associate, the Group measures and recognises any retained
investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant
influence and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of
the cost of the respective assets. All other borrowing costs are expensed in the period they occur.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of
funds.
23
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
Foreign currency translation
The Group’s financial statements are presented in United Stated dollars, which is the Group’s functional and
presentation currency. Transactions in foreign currencies are initially recorded at the functional currency rate of
exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
are retranslated at the functional currency rate of exchange ruling at the reporting date. All differences arising on
settlement or translation of monetary items are taken to profit or loss. Non-monetary items that are measured
in terms of historic cost in a foreign currency are translated using the exchange rates as at the dates of initial
transactions. Non-monetray items measured at fair value in a foreign currency are translated using the exchange
rates as at the dates when the fair value was determined.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. Estimating fair value for share-based payment
transactions requires determining the most appropriate valuation model, which is dependent on the terms and
conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation
model including the expected life of the share option, volatility and dividend yield and making assumptions
about them. The assumptions and models used for estimating fair value for share-based payment transactions
are disclosed in Note 16.
Taxes
Current Income Tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected
to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted by the reporting date.
Current income tax relating to items recognised directly in equity or other comprehensive income is recognised
in equity or other comprehensive income and not in profit or loss.
Deferred Tax
Deferred income tax is provided using the liability method on temporary differences at the reporting date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences, except:
•where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; and
•
in respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax
credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be
utilised except:
•
where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
Colcom Holdings Limited 2013 Annual Report
24
Notes to the Consolidated Financial Statements - (cont’d)
• in respect of deductible temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, deferred income tax assets are recognised only to the extent that it is
probable that the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and
are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred income tax relating to items recognised directly in equity or other comprehensive income is recognised
in equity or other comprehensive income and not in profit or loss. Deferred income tax assets and deferred
income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current
income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation
authority.
Value Added Tax
Revenues, expenses and assets are recognised net of the amount of Value Added Tax except:
•where the Value Added Tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the Value Added Tax is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable; and
•
receivables and payables that are stated with the amount of Value Added Tax included.
The net amount of Value Added Tax recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Property, plant and equipment
Plant and equipment is stated at cost, excluding the costs of day to day servicing, less accumulated depreciation
and accumulated impairment losses. Such cost include the cost of replacing part of the plant and equipment
and borrowing costs for long-term construction projects if the recognition criteria are met. Likewise, when a
major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a
replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in
profit or loss as incurred. The present value of the expected cost for the decommissioning of the asset after its
use is included in the cost of the respective asset if the recognition criteria for a provision are met.
Land is carried at cost whereas buildings are carried at cost less accumulated depreciation and accumulated
impairment losses. Depreciation is calculated on a straight line basis over the expected useful lives of the assets
such that the cost is brought to the residual values of the assets.
The various rates of depreciation are listed below:
Furniture, fittings and equipment
20%
Plant and machinery
3%-20%
Buildings and improvements
2.5%-20%
Motor vehicles
10%-30%
25
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
The carrying values of property, plant and equipment are reviewed for impairment annually, or earlier where
indications are that the carrying value may be irrecoverable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying value of the asset) is included in profit or loss in
the year the asset is derecognised.
The residual values, useful lives and depreciation methods of property, plant and equipment are reviewed by the
Group, and prospectively adjusted if necessary, on an annual basis.
Impairment of non-financial assets
The Group assesses impairment of assets at each reporting date, or whenever there are indications that
impairment exists. This entails estimating the asset’s recoverable amount, which is the higher of the asset’s fair
value less cost to sell and value in use. Where the assets carrying amount exceeds its recoverable amount, the
asset is considered impaired and its carrying amount is written down to its recoverable amount. In assessing the
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflect current market assessments of time value of money and the risks peculiar to the asset. Impairment
losses are recognised in profit or loss in those expense categories consistent with the function of the impaired
asset.
At each reporting date, the Group assesses whether previously recognised impairment losses may no longer
exist or have decreased. If such indication exists, the recoverable amount is estimated in order to reverse the
previously recognised impairment losses. A previously recognised impairment loss is reversed only to the extent
that there has been a change in the estimates used in determining the asset’s recoverable amount since the last
impairment loss was recognised. If that is the case the asset’s carrying amount is increased to its recoverable
amount. However, the increased carrying value of the asset is limited to the carrying value determinable, net
of depreciation, had the impairment not occurred. Such reversal is taken to profit or loss. After the reversal,
the depreciation charged is adjusted in future periods to allocate the revised carrying amount, less any residual
value, on a systematic basis over the remaining useful life.
Biological assets
Biological assets are living animals that are managed by the Group. Agricultural produce is the harvested
product of the biological asset. Biological assets of the Group are cattle and pigs. At initial recognition, biological
assets are valued at cost or fair value. Subsequent to initial recognition, biological assets are measured at fair value less estimated point of sale costs
or cost less accumulated depreciation. Fair value is the amount for which an asset could be exchanged, or a
liability settled, between knowledgeable, willing parties in an arms’ length transaction. Fair value is determined with reference to the average theoretical life spans for the various categories of biological
assets and available market prices. For each category, the biological assets are split in terms of their life spans
at reporting date and the different saleable products derived from each biological asset. On that basis, an
indicative value is computed with reference to local and international market prices. Fair value movements on biological assets are recognised in profit or loss. Financial assets
Financial assets include trade and other accounts receivable, cash and cash equivalents and investments.
Colcom Holdings Limited 2013 Annual Report
26
Notes to the Consolidated Financial Statements - (cont’d)
Financial assets in the scope of IAS 39 are classified as either financial assets at fair value through profit and
loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets, as appropriate.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments
not at fair value through profit and loss, directly attributable transaction costs. The Group determines the
classification of its financial assets on initial recognition and, where allowed and appropriate, re-evaluates this
designation at each financial year-end.
All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the
Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the period generally established by regulation or convention in the
marketplace.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. Such assets are carried at amortised cost using the effective interest rate method.
Gains and losses are recognised in income when the loans and receivables are derecognised or impaired, as
well as through the amortisation process. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fee or costs that are an integral part of the effective interest rate. Trade and other
receivables and cash and cash equivalents are classified as loans and receivables.
Trade and other accounts receivable
Trade and other accounts receivable are initially measured at fair value. After initial measurement, such financial
assets are subsequently measured at amortised cost using the effective interest rate method less an allowance
for any uncollectible amounts. Allowances for credit losses are made when there is objective evidence that the
Group will most probably not recover the debts. Bad debts are written off when identified.
Impairment of financial assets
The Group assesses at each reporting date whether there is any objective evidence that a financial asset or a
group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired
if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred
after the initial recognition of the asset (an incurred “loss event”) and that loss event has an impact on the
estimated future cashflows of the financial assets that can be reliably estimated. Evidence of impairment may
include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default
or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial
reorganisation and where observable data indicate that there is a measurable decrease in the estimated future
cash flows, such as changes in arrears or economic conditions that correlate with defaults.
In determining the amount to be impaired, the Group estimates the asset’s recoverable amount, which is the
higher of the asset’s net selling price and value in use. Where the assets carrying amount exceeds it’s recoverable
amount, the asset is considered impaired and it’s carrying amount is written down to it’s recoverable amount.
In assessing the value in use, the estimated future cashflows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of time value of money and the risks peculiar to
the asset. Impairment losses are recognised in profit or loss in those expense categories consistent with the
function of the impaired asset.
Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and in hand and short-term deposits with an original
maturity of three months or less.
27
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
Derecognition of financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of financial assets) is
derecognised when:
-
-The Group has transferred its rights to receive cashflows from the asset or has assumed an obligation
The rights to receive cashflows from the asset have expired.
to pay the received cashflows in full without material delay to a third party under a ‘pass through
arrangement’; and either (a)
the Group has transferred substantially all the risks and rewards of the asset, or
(b)
the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset. -When the Group has transferred its rights to receive cashflows from an asset or has entered into a pass
through arrangement, and has neither transferred nor retained substantially all the risks and rewards
of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s
continuing involvement in the asset.
In that case, the Group also recognises an associated liability. The transferred asset and associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset, is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any
provision is presented in profit or loss net of any reimbursement.
Derecognition of financial liabilities
Financial liabilities include trade and other accounts payable and interest bearing loans, and these are initially
measured at fair value including transaction costs and subsequently measured at amortised cost using the
effective interest rate method. Gains or losses are recognised in profit or loss when the liabilities are derecognised
as well as through the amortisation process.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Retirement benefits
Retirement benefits are provided for Group employees through various independently administered defined
contribution pension schemes, including the National Social Security Authority.
The group’s contributions to the defined contribution plan are charged to profit or loss in the year in which they
relate.
The cost of retirement benefits applicable to the National Social Security Authority is determined by the
systematic recognition of legislated contributions.
Inventories
Inventories are valued at the lower of cost and net realisable value.
Colcom Holdings Limited 2013 Annual Report
28
Notes to the Consolidated Financial Statements - (cont’d)
Cost is determined using the weighted average cost formula. Cost represents the cost of materials and where
appropriate, direct labour and manufacturing overheads related to stage of manufacture.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated selling
costs of completion and the estimated costs necessary to make the sale.
Agricultural produce harvested from biological assets is measured at fair value less cost to sell at the point of
harvest. The fair value less cost to sell determined becomes the cost of the agricultural produce for subsequent
measurement.
Investments in Subsidiaries
Investments in subsidiaries in the company statement of financial position are stated at cost.
Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at inception date, whether fulfilment of the arrangement is dependent on the use of a specific
asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specified
in an arrangement.
Operating lease commitments - Group as a lessee
Operating lease payments are recognised as an operating expense in profit or loss on a straight-line basis over
the lease term.
Operating lease commitments- Group as lessor
The Group has commercial property lease on its owner occupied property. The Group has determined, based on
an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards
of ownership of the property, and so accounts for the contract as operating lease. Income from operating lease
is recognised on a straight line basis over the lease term.
Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments, such as forward currency contracts to hedge its foreign
currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which
a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as
financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains
or losses arising from changes in the fair value of derivatives are taken directly to profit or loss.
For the purpose of hedge accounting, hedges are classified as:
Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability at
the inception of a hedge relationship, the Group formally designates and documents the hedge relationship
to which the Group wishes to apply hedge accounting and the risk management objective and strategy for
undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item
or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in
the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash
flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting
changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have
been highly effective throughout the financial reporting periods for which they were designated.
29
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
2.5
Significant accounting judgments, estimates and assumptions
The following are the key assumptions concerning the future and other key sources of estimation uncertainty at
the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year
(1)
Useful lives and residual values of property, plant and equipment
The Group assesses useful lives and residual values of property, plant and equipment each year taking
into consideration past experience, technology changes and the local operating environment. Residual
values are reassessed each year and adjustments for depreciation are done in future periods if there is
indication of impairment in value.
Fair valuation of biological assets
(2)
The Group estimates the slaughter weights of the pig grower herd based on a 21 week profile. Pigs aged
between 0 - 5 weeks are not fair valued and are stated at nil value at the reporting date. The Group also
estimates average slaughter weights for the breeding herd. The average live weight of cattle is used in
determining fair value. Biological assets are valued at a price determined on the local market.
(3)
Taxes Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable
profit will be available against which the losses can be utilised. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognised, based upon the likely
timing and the level of future taxable profits together with future tax planning strategies.
(4)
Provision for impairment of accounts receivable
The provision for impairment is based on an estimate of the recoverability of accounts receivable and is
subject to estimation.
Impairment of non-financial assets
(5) An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable
amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs
to sell calculation is based on available data from binding sales transactions, conducted at arm’s length,
for similar assets or observable market prices less incremental costs for disposing of the asset.
The value in use calculation is based on a discounted cash flow model. The cash flows are derived from
the budget for the next five years and do not include restructuring activities that the Group is not yet
committed to or significant future investments that will enhance the asset’s performance of the CGU
being tested. The recoverable amount is most sensitive to the discount rate used for the discounted
cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation
purposes. Colcom Holdings Limited 2013 Annual Report
30
Notes to the Consolidated Financial Statements - (cont’d)
3.
2013
2012
USD
USD
60 361 800
52 847 772
420 681
-
60 782 481
52 847 772
155 163
160 832
3 000
19 678
158 163
180 510
1 603 612
1 205 211
76 820
55 995
11 182 392
10 286 563
82 369
79 148
521 082
565 357
11 785 843
10 931 068
Slaughter and storage fees
162 219
196 487
Exchange gain - realised
150 744
140 183
(14 934)
23 055
Rental income
605 776
349 347
Consignment profit
121 116
205 784
-
16 259
Fair value adjustments : Biological assets
384 384
-
Sundry income
541 961
254 226
1 951 266
1 185 341
51 232
18 716
1 556 143
-
-
(50 120)
REVENUE
In respect of sale of goods:
Local
Export
4
OPERATING PROFIT
Operating profit is arrived at after taking into account the following:
4.1
Auditors remuneration
Current year
Prior year under provision
4.2
Depreciation on property, plant and equipment
Depreciation - current year
4.3
Depreciation on biological assets
Depreciation - current year
4.4
Staff costs
Salaries and wages
Social security costs
Pension costs
4.5
OTHER TRADING INCOME
Exchange (loss)/gain - unrealised
Profit on disposal of investments
4.6
Loss on sale of plant and equipment
4.7
Impairment and derecognition of plant and equipment
4.8
Fair value adjustments : Biological assets
31
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
5
5.1
2013
2012
USD
USD
Current income tax charge
653 151
1 578 393
Deferred tax (credit)/charge
(32 512)
40 864
620 639
1 619 257
Notional tax at statutory rates
25.75%
25.75%
Tax on associates income
(2.67%)
(2.06%)
Non-taxable income
(1.10%)
(0.36%)
5.62%
1.82%
27.60%
25.15%
1 378 782
4 558 082
1 378 782
4 558 082
51 232
18 716
1 556 143
-
-
(16 259)
(400 707)
-
2 585 450
4 560 539
50 825
58 000
394 750
570 249
445 575
628 249
TAXATION
Reconciliation of tax charge on current profits
Non-deductible expenses
Effective tax rate
6
EARNINGS PER SHARE
6.1
Profit for the year attributable to equity holders of the parent
6.2
Number of shares used in calculating earnings per share
Shares in issue 159 040 884 (2012: 159 040 884)
Weighted average shares in issue 159 040 884 (2012: 159 040 884)
6.3
Basic earnings per share
Basic earnings per share is calculated by dividing the net profit for the year attributable
to ordinary equity holders of the parent by the weighted average number of ordinary
shares in issue during the year.
6.4
Headline earnings per share
Headline earnings per share is calculated by dividing the headline earnings for the year
attributable to ordinary equity holders of the parent by the weighted average number
of ordinary shares in issue during the year.
The headline earnings are calculated as follows:
Net profit for the year attributable to ordinary equity holders of the parent
Loss on disposal of plant and equipment
Impairment and derecognition of plant and equipment
Profit on disposal of investments
Tax on adjustments
Headline earnings
6.5
Diluted earnings per share
There are no potential ordinary shares with a dilutive effect as at year end
and as a result, diluted earnings per share have been calculated in the same
way as basic earnings per share.
7
DIRECTORS' REMUNERATION
For services as directors
Otherwise in connection with management
Colcom Holdings Limited 2013 Annual Report
32
Notes to the Consolidated Financial Statements - (cont’d)
8
PROPERTY, PLANT AND EQUIPMENT
Land
Buildings and
improvements
Plant,
fittings and
equipment
Motor
vehicles
Total
USD
USD
USD
USD
USD
808 281
5 057 390
7 623 973
984 501
14 474 145
808 281
5 780 200
12 888 395
2 853 064
22 329 940
-
(722 810)
(5 264 422)
(1 868 563)
(7 855 795)
Additions
-
24 300
2 601 535
532 276
3 158 111
Disposals at cost
-
-
(368 859)
(256 493)
(625 352)
Accumulated depreciation on
disposals
-
-
60 111
218 791
278 902
Depreciation charge
-
(140 924)
(791 137)
(273 150)
(1 205 211)
808 281
4 940 766
9 125 623
1 205 925
16 080 595
808 281
5 804 500
15 121 071
3 128 847
24 862 699
-
(863 734)
(5 995 448)
(1 922 922)
(8 782 104)
Additions
-
304 669
2 124 402
396 525
2 825 596
Disposals at cost
-
(27 349)
(192 195)
(405 018)
(624 562)
Accumulated depreciation on
disposals
-
-
83 435
292 353
375 788
Depreciation charge
-
(196 943)
(1 039 061)
(367 608)
(1 603 612)
Impairment and derecognition of
assets at cost
-
-
(3 473 647)
(433 730)
(3 907 377)
Accumulated depreciation on
impaired and derecognised assets
-
-
1 982 710
368 524
2 351 234
808 281
5 021 143
8 611 267
1 056 971
15 497 662
808 281
6 081 820
13 579 631
2 686 624
23 156 356
-
(1 060 677)
(4 968 364)
(1 629 653)
(7 658 694)
Carrying amount at 30 June 2011
Gross Carrying amount
Accumulated depreciation
Carrying amount at 30 June 2012
Gross Carrying amount
Accumulated depreciation
Carrying amount at 30 June 2013
Gross Carrying amount
Accumulated depreciation
Impairment and derecognition loss amounting to USD1 556 143 relating to plant and equipment (2012: nil) was recorded.
The derecognised plant and equipment is idle and the Group is not expecting to realise any value from the use or sale of
the assets. The recoverable amount of the impaired assets was based on fair value less cost to sell. The fair value less cost
of disposal was measured by reference to quoted prices for identical assets. The plant and equipment belong to the pork
operating segment. 33
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
9
2013
2012
USD
USD
148 700
148 700
1 052 493
868 595
(82 810)
(49 000)
1 118 383
968 295
249 992
412 930
1 091 866
1 051 134
(184 207)
(301 695)
(39 268)
(194 074)
1 118 383
968 295
3 237 090
3 833 596
232 898
382 603
183 546
183 546
Goodcome (Private) Limited
181 373
181 373
Tothel Investments (Private) Limited
143 100
284 443
324 473
465 816
INVESTMENT IN ASSOCIATE
Freddy Hirsch Group (Private) Limited
- Unlisted shares at cost
- Post-acquisition distributable reserve
- Dividends received
The Group has a 49% interest in Freddy Hirsch Group (Private) Limited an entity
involved in the manufacture and selling of spices and packaging
Share of the associate's statement of financial position:
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
Share of associates revenue and profit
Turnover
Profit after taxation
10
INVESTMENTS
Unquoted investments at cost
This investment relates to funds that are held by the Reserve Bank of Zimbabwe.
11
OTHER NON-CURRENT FINANCIAL ASSETS
Long term accounts receivables
The amount receivable from Goodcome (Private) Limited is unsecured and is due by 30 June 2016.
The amount due from Tothel Investments (Private) Limited is receivable by 30 June 2015 and is secured by a first mortgage
bond in favour of Colcom Foods Limited.
Colcom Holdings Limited 2013 Annual Report
34
Notes to the Consolidated Financial Statements - (cont’d)
2013
2012
USD
USD
1 236 713
1 019 582
129 218
251 961
Fair value adjustment
(30 276)
21 165
Depreciation
(76 817)
(55 995)
1 258 838
1 236 713
3 448
3 577
Cattle
Pigs
Total
USD
USD
USD
43 318
1 240 150
1 283 468
(8 303)
(62 982)
(71 285)
35 015
1 177 168
1 212 183
5 244
409 416
414 660
40 259
1 586 584
1 626 843
2013
2012
USD
USD
122
129
25 459
23 296
12
BIOLOGICAL ASSETS
12.1
NON-CURRENT
Opening balance
Increase due to purchases
Closing balance
Head Count
Pigs
12.2
CURRENT
Fair value at 30 June 2011
Fair value adjustment
Fair value at 30 June 2012
Fair value adjustment
Fair value at 30 June 2013
Head count
Cattle
Pigs
No biological assets have been pledged as collateral for borrowings.
During the year ended 30 June 2013, breeder pigs which were previously classified as current assets were reclassified to
non-current assets. The reclassification did not have an effect on the carrying amount of these biological assets.
12.3
COMMITMENTS FOR THE DEVELOPMENT OR ACQUISITION OF BIOLOGICAL ASSETS
The Group had not committed itself to acquiring any biological assets at 30 June 2013.
35
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
13
2013
2012
USD
USD
Fresh meat
2 693 447
1 487 880
Manufactured products
2 077 346
2 080 968
INVENTORIES
161 673
153 152
Other raw materials and packaging
Engineering spares and tools
2 309 038
3 709 518
Total inventories at the lower of cost and net realisable value
7 241 504
7 431 518
Trade receivables
3 571 468
2 864 851
Other receivables
1 736 699
1 148 980
5 308 167
4 013 831
(236 171)
(204 403)
5 071 996
3 809 428
The amount of write down of inventories recognised as an expense is USD932
759 (2012: USD519 090) which is recognised in cost of sales.
14
ACCOUNTS RECEIVABLE
Allowance for credit losses
As at 30 June 2013, the ageing analysis of trade receivables was as follows:
Past due but not impaied
Total
Neither past due
nor impaired
30 - 60 days
60-90 days
More than 90
days
USD
USD
USD
USD
USD
2013
3 571 468
2 941 418
463 485
40 760
125 805
2012
2 864 851
2 606 648
213 916
1 306
42 981
2013
2012
USD
USD
204 403
292 920
Trade debtors are non-interest bearing and generally on 30 days credit.
See Note 33 on credit risk of trade receivables to understand how the Group
manages and measures credit quality of trade receivables that are neither past
due nor impaired.
Reconciliation for allowance for trade and other receivables is as follows:
Opening balance
15
Charge for the year
455 073
56 423
Utilised during the year
(423 305)
(144 940)
Closing balance
236 171
204 403
4 898 984
4 222 570
CASH AND BANK
Cash at banks and in hand
Cash at banks earn interest at floating rates based on daily bank deposit rates.
Colcom Holdings Limited 2013 Annual Report
36
Notes to the Consolidated Financial Statements - (cont’d)
16
SHARE CAPITAL
16.1
Authorised
200 000 000 ordinary shares of USD0.01 each
16.2
2012
USD
USD
2 000 000
2 000 000
1 590 409
1 590 409
409 591
409 591
Issued and fully paid
159 040 884 ordinary shares of USD0.01 each
16.3
2013
Unissued shares
40 959 116 ordinary shares of USD0.01 each
In terms of the Articles of Association, but subject to the limitations imposed by the Companies Act ( Chapter 24:03), and
in terms of a special resolution of the company in general meeting, the unissued shares comprising 40 959 116 (2012: 40
959 116) ordinary shares have been placed at the disposal of the directors for an indefinite period.
16.4
Shares under option
In terms of share option schemes approved by a special resolution of the Company, The Board of Directors is empowered
to grant share options to certain employees of the Company. Share options are granted for periods as set out in the rules,
five years, at a price determined by the middle market price ruling on the Zimbabwe Stock Exchange on the dealing day
immediately preceding the day on which the options are granted. The options are exercised at nominal value.
There were no outstanding share options at 30 June 2013.
No share options were exercised during the year.
17
DIVIDENDS PAID AND PROPOSED
Paid during the year:
2013
2012
Dividends on ordinary shares:
USD
USD
954 245
858 821
-
842 916
954 245
1 701 737
-
954 245
Final dividend for 2012: 0.60 cents per share (2011: 0.54 cents per share)
Interim dividend 2012: 0.53 cents per share
Proposed for approval at the annual general meeting (not recognised as a
liability as at 30 June 2012)
Dividends on ordinary shares:
Final dividend for 2012: 0.60 cents per share
18
NON-DISTRIBUTABLE RESERVE
The Non-distributable reserve arose as a result of change in functional currency from the Zimbabwe dollar to the United
States dollar and represents the residual equity in existence as at the change over period.
37
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
19
NET DEFERRED TAX LIABILITIES
19.1
Reconciliation
Opening balance
Disposal of subsidiary
(Credit)/charge for the year
Closing balance
19.2
2013
2012
USD
USD
2 913 648
2 691 411
-
181 373
(32 512)
40 864
2 881 136
2 913 648
2 746 848
2 993 464
92 935
15 524
(3 846)
5 937
Analysis of net deferred tax liabilities
Accelerated depreciation for tax purposes
Fair value adjustments on biological assets
Unrealised exchange differences
109 960
84 560
Allowance for credit losses
Prepayments
(20 951)
-
Assessed losses
(43 810)
(185 837)
2 881 136
2 913 648
(36 077)
(185 837)
2 917 213
3 099 485
2 881 136
2 913 648
Gross value
-
863 592
Short term portion
-
(428 572)
-
435 020
Trade payables
2 718 400
2 835 534
Other payables
2 642 093
1 858 360
5 360 493
4 693 894
The net deferred tax liabilities are made up as follows:
Deferred tax assets
Deferred tax liabilities
The Group has tax loss carry forwards amounting to USD155 029 (2012: USD721
699). These losses relate to subsidiaries that have a history of losses, expire after
six years and may not be used to offset taxable income elsewhere in the Group.
The subsidiary has tax planning opportunities available that could support the
recognition of these losses as deferred tax assets.
20
LONG TERM BORROWINGS
The loan was from NORSAD Agency Fund and was secured by an on-demand
guarantee by Innscor Africa Limited. The loan was repayable over 2 years at an
effective interest rate of 11% per annum. This loan was repaid in full during the
year ended 30 June 2013.
21
ACCOUNTS PAYABLE
Trade and other creditors are non-interest bearing and are normally settled on
30 day terms.
Colcom Holdings Limited 2013 Annual Report
38
Notes to the Consolidated Financial Statements - (cont’d)
22
2013
2012
USD
USD
Opening balance
718 175
594 381
Charge for the year
304 504
326 662
Utilised during the year
(286 566)
(202 868)
Closing balance
736 113
718 175
-
428 572
1 440 000
-
1 440 000
428 572
51 646 406
50 797 332
1 440 000
863 592
50 206 406
49 933 740
PROVISIONS
Leave pay
23
SHORT TERM BORROWINGS
Short term portion of long term loan
Bank loans
23.1
Borrowing powers
Maximum permitted borrowings in
terms of the Articles of Association
Total borrowings
Unutilised borrowing capacity
The maximum permitted borrowing is twice the equity attributable to equity holders of the parent
Security
Facilities are secured by guarantee by the parent company and a negative pledge of assets and attract interest at 8% per
annum.
Banking Facilities
As at 30 June 2013, total banking facilties in place amounted to USD5 000 000 of which USD1 440 000 had been utilised.
24
2013
2012
USD
USD
Operating profit
2 032 260
5 968 462
Depreciation on property, plant and equipment
1 603 612
1 205 211
76 817
55 995
(384 384)
50 120
51 232
18 716
1 556 143
-
CASH GENERATED FROM OPERATING ACTIVITIES
Depreciation on biological assets
Fair value adjustment on biological assets
Loss on sale of plant and equipment
Impairment and derecognition of plant and equipment
Impairment of non-current financial assets
141 343
-
-
(16 259)
Provisions charged to profit or loss
304 504
326 663
Stock write-offs
932 759
519 090
14 934
(23 055)
Allowances for credit losses
455 073
56 423
Increase in biological assets
-
(251 961)
(742 745)
(1 430 773)
(1 717 641)
(509 666)
365 099
1 110 128
4 689 006
7 079 094
Profit on disposal of equity investments
Unrealised exchange loss/(gain)
Increase in inventories
Increase in accounts receivable
Increase in accounts payable
39
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
25
2013
2012
USD
USD
435 172
37 888
-
4 950
653 151
1 578 393
(72 108)
(435 172)
1 016 215
1 186 059
Deferred tax asset
-
181 373
Accounts receivable
-
335 255
Current tax asset
-
4 950
Accounts payable
-
(20 776)
Gross assets of subsidiary at date of disposal
-
500 802
TAXATION PAID
Opening balance
Disposal of subsidiary
Income tax charge
Closing balance
Cash amount paid
26
NET CASHFLOW FROM THE DISPOSAL OF SUBSIDIARY COMPANY
The net cashflow from the disposal of subsidiary company in the prior year results
relates to the Group’s disposal of its 50.1% investment in Bedra (Private) Limited
to the non-controlling interest shareholders. The cash consideration was the total
consideration received from the disposal.
27
Non-controlling interests share therein
-
(249 901)
Net assets disposed
-
250 901
Profit/(loss) on disposal
-
-
Cash consideration
-
250 901
Contracts and orders placed
2 436 518
1 043 844
Approved by the Directors but not yet contracted for
5 448 548
5 251 137
7 885 066
6 294 981
CONTINGENT LIABILITIES
There are no contingent liabilities.
28
CAPITAL COMMITMENTS
Expenditure will be funded from internal resources.
Colcom Holdings Limited 2013 Annual Report
40
Notes to the Consolidated Financial Statements - (cont’d)
29
FUTURE LEASE COMMITMENTS - GROUP AS LESSEE
The Group has entered into commercial leases on certain properties. These leases have an average life of between three
and five years with renewal options included in some of the contracts. There are no restrictions placed upon the Group
by entering into these leases. Future minimum rentals payable under non-cancellable operating leases at 30 June are as
follows:
30
2013
2012
USD
USD
Payable within one year
315 100
153 240
Payable between one and five years
788 173
324 460
Payable between six and ten years
281 200
-
1 384 473
477 700
FUTURE LEASE COMMITMENTS - GROUP AS LESSOR
The Group has entered into commercial property leases on its property, consisting of Group surplus office buildings. These
non-cancellable leases have remaining terms of between one to three years. All lease include a clause to enable upward
revision of the rental charge on an annual basis according to prevailing market conditions.
Future minimum rentals receivable under non-cancellable operating leases as at 30 June are as follows:
2013
2012
USD
USD
Within one year
268 677
123 624
After one year but no more than five years
330 193
43 180
598 870
166 804
41
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
31
RELATED PARTY TRANSACTIONS
31.1
The consolidated financial statements include the financial statements of Colcom Holdings Limited and its subsidiaries
listed below:
Colcom Foods Limited
Nature of
% equity
relationship
interest
Subsidiary
100%
31.2
Innscor Africa Limited is the parent entity of Colcom Holdings Limited.
31.3
Related party transactions exist between Colcom Holdings Limited and the following companies:
Norsad Agency Fund
Freddy Hirsch Group (Private) Limited
Shareholder
0.67%
Associate
Company
49.00%
Rockards Pvt Ltd t/a Letombo Park SPAR Megasave
Fellow subsidiary
Swissmart Investment (Private) Limited t/a Borrowdale Village SPAR
Fellow subsidiary
Unibax Ltd t/a Arundel Village SPAR
Fellow subsidiary
Welltree Pvt Ltd t/a Goldenstairs SPAR
Fellow subsidiary
Scopeserve Investments (Private) Limited t/a Groombridge SPAR
Fellow subsidiary
Hardwhite Trading (Private) Limited t/a Fast Foods Southern Region
Fellow subsidiary
Innscor Africa Bread Company Zimbabwe (Private) Limited t/a Innscor
Bread Harare
Fellow subsidiary
Montcase Ent t/a Willomade junction
Fellow subsidiary
Lennard Manufacturing (Private) Limited t/a Innscor Bread Bulawayo
Fellow subsidiary
Associate of
Holding Company
National Foods Holdings Limited
Paxtime (Private) Limited t/a Eastlea Food Court
Fellow subsidiary
Spearhead Sales (Private) Limited t/a Mutare SPAR
Fellow subsidiary
Matebeleland Inns (Private) Limited
Fellow subsidiary
Axeaq Investments (Private) Limited t/a Fast Foods Northern
Fellow subsidiary
Invercage (Private) Limited t/a Pomona Food Court
Fellow subsidiary
Quiet Properties (Private) Limited - NSSA & Sakunda Food Courts
Fellow subsidiary
Irvine's Zimbabwe (Private) Limited
Fellow subsidiary
Colcom Holdings Limited 2013 Annual Report
42
Notes to the Consolidated Financial Statements - (cont’d)
Sales to
Purchases from
Amounts owed
Amounts owed
related parties
related parties
by related parties
to related parties
USD
USD
USD
USD
62 252
360 000
5 659
-
-
1 920 549
38 869
-
Swissmart Investment (Private) Limited
t/a Borrowdale Village SPAR
363 248
-
23 706
Unibax Ltd t/a Arundel Village SPAR
403 331
-
16 175
96 721
-
7 161
Scopeserve Investments (Private
Limited t/a Groombridge SPAR
424 915
-
28 507
Hardwhite Trading (Private) Limited t/a
Fast Foods Southern Region
193 561
-
3 834
1 905 821
-
72 544
Montcase Ent t/a Willomade junction
14 457
-
2 031
Lennard Manufacturing (Private)
Limited t/a Innscor Bread Bulawayo
212 827
-
46 368
51 855
596 537
3 637
7 591
-
-
Spearhead Sales (Private) Limited t/a
Mutare SPAR
179,060
-
13 005
Matebeleland Inns (Private) Limited
212 827
-
46 368
Axeaq Investments (Private) Limited t/a
Fast Foods Northern
83 564
-
-
Invercage (Private) Limited t/a Pomona
Food Court
17 358
-
-
Quiet Properties (Private) Limited NSSA & Sakunda Food Courts
4 551
-
-
Irvine's Zimbabwe (Private) Limited
-
216 888
-
Other directors' interests
-
4 007 235
4 272 808
7 101 209
Holding Company
Freddy Hirsch Group (Private) Limited
Rockards Pvt Ltd t/a Letombo Park
SPAR Megasave
Welltree Pvt Ltd t/a Goldenstairs SPAR
Innscor Africa Bread Company
Zimbabwe (Private) Limited t/a
Innscor Bread Harare
National Foods Holdings Limited
Paxtime (Private) Limited t/a Eastlea
Food Court
192 002
1 993
173 823
268 995
367 818
Transactions with related parties are at arms length. Related party balances are included in trade
receivables and trade payables.
43
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
2013
2012
USD
USD
-
863 592
-
50 939
Loan from Norsad Agency Fund
Loans to Directors:
T Kumalo and K Horonga
NOTES: Related party relationships exist between Directors, key management personnel and Associates, Subsidiary
companies and joint ventures. All transactions are conducted on an arms length basis.
31.4
2013
2012
USD
USD
Executive directors
394 750
570 249
Other key management
844 595
1 154 532
Post employment pension benefits
174 361
183 539
1 413 706
1 908 320
Compensation to key management:
Short term benefits:
Other key management are as outlined on page 5 of the annual report under Senior Management.
32
PENSION AND RETIREMENT PLAN
32.1
Colcom Pension Scheme
This is a self-administered, defined contribution scheme where all permanent employees are eligible to become members.
Contributions are at a rate of 22.5% of pensionable emoluments less NSSA contributions of which members contribute
7.5% for all those who joined the fund prior to 1 June 2012. Contributions for new entrants after 1 June 2012 are at a rate
of 15%, with members contributing 7.5%.
32.2
National Social Security Authority Scheme
The scheme was established and is administered, in terms of Statutory Instrument 393 of 1993. Introduced in 1994, the
Pension and Other Benefits Scheme is based on a 50/50 contribution from the employers and employees and are limited
to specific contributions legislated from time to time. These are presently 7% of pensionable emoluments of which the
maximum monthly pensionable salary is USD700. A total monthly contribution of USD49 is therefore the maximum per
employee.
32.3
2012
USD
USD
82 369
79 148
521 082
565 357
603 451
644 505
Pension costs charged to profit or loss during the year
National Social Security Authority Scheme
Colcom Pension Fund - defined contribution
33
2013
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise bank loans and overdrafts, forward cover contracts, cash and shortterm deposits. The main purpose of these financial instruments is to raise finance for the Group’s operations or to achieve
a return on surplus short term funds. The Group has various other financial assets and financial liabilities such as trade
receivables and trade payables, which arise directly form its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign currency risk and
credit risk. The Board reviews and agrees policies for managing each of these risks which are summarised below.
Colcom Holdings Limited 2013 Annual Report
44
Notes to the Consolidated Financial Statements - (cont’d)
33.1
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to long term loan
and variable short term overdraft rates. The Group’s policy is to manage its interest cost by limiting exposure to overdrafts
and where borrowings are required, to borrow at favourable and fixed rates of interest.
The following table demonstrates the sensitivity to a reasonably possible change in the interest rate, with all other variables
held constant, of the Group’s profit before tax.
Effect on profit before tax
Change in
interest rate
2013
2012
USD
USD
+5%
(5 760)
(4 750)
-5%
5 760
4 750
The effect on equity is immaterial.
33.2
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily
to the Group’s operating activities. Such exposure arises from the sale or purchase by an operating unit in currencies
other than the unit’s functional currency. The Group limits exposure to exchange rate fluctuations by either pre-paying for
purchases or retaining stock until the foreign currency to settle the related liability has been secured.
As at 30 June 2013, the Group's exposure to foreign exchange rate was as follows:
Liabilities
Assets
Net exposure
103 016
108 202
(5 186)
-
76
(76)
542 866
94 469
448 397
British Pound
-
861
(861)
Botswana Pula
-
260
(260)
30 June 2013
South African Rand
British Pound
30 June 2012
South African Rand
The following table demonstrates the sensitivity to a reasonably possible change in the Rand exchange rate, with all other
variables held constant, of the Group’s profit before tax
2013
2012
USD
USD
+10%
(10 301)
(49 351)
-10%
10 301
49 351
Change in
Rand rate
Effect on profit before tax
The effect on equity is immaterial.
45
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
33.3
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risk from its operating activities and from its financing activities,
including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to
trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an
ongoing basis with the result that the Group’s exposure to bad debts is not significant. For export sales and prepayments,
credit terms are specified contractually within the regulations laid down by the Reserve Bank of Zimbabwe.
With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents,
the Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying
amount of these instruments less the market value of any security held.
Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control
relating to customer credit risk management. Credit quality of the customer is assessed based on an extensive credit rating
scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables
are regularly monitored.
The requirement for an impairment is analysed at each reporting date on an individual basis for major clients. Additionally,
a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The
calculation is based on actually incurred historical data. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of financial assets.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance
with the Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty credit limits are reviewed by the Group’s Board of Directors on an annual
basis, and may be updated throughout the year subject to approval of the Group’s Audit Committee. The limits are set to
minimise the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure.
33.4
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that
are settled by delivering cash or another financial asset. The Group’s objective is to maintain a balance between continuity
of funding through a well managed portfolio of short-term investments and/or flexibility through the use of bank overdrafts,
bank loans and finance leases.
The table below summarises the maturity profile of the Group’s financial liabilities at 30 June 2013 based on contractual
undiscounted payments.
Within
3 months
Between
4 to 12 months
More than
12 months
Total
USD
USD
USD
USD
Short term borrowings
1 443 404
-
-
1 443 404
Trade and other accounts payable
5 360 493
-
-
5 360 493
TOTAL
6 803 897
-
-
6 803 897
Long term borrowings
-
-
463 271
463 271
Short term borrowings
134 454
383 032
-
517 486
Trade and other accounts payable
4 693 894
-
-
4 693 894
TOTAL
4 828 348
383 032
463 271
5 674 651
Year ended 30 June 2013
Year ended 30 June 2012
Colcom Holdings Limited 2013 Annual Report
46
Notes to the Consolidated Financial Statements - (cont’d)
33.5
Biological assets risk management policy
Biological assets are living animals that are managed by the Group. Agricultural produce is the harvested product of the
biological asset. Biological assets of the Group include pigs and cattle.
These biological assets are exposed to various risks, which include, disease/infection outbreaks, theft of livestock and
price fluctuations. The Group has put in place measures and controls to safeguard losses due to the above risks. These
measures and controls, include among other things, vaccination to prevent infections and regular evaluation of prices.
The fair value of biological assets has been determined on the fair value less cost to sell in accordance with International
Accounting Standard 41. In arriving at their estimates of fair value, the Directors have used their market knowledge,
professional judgment and historical transactional comparables.
2013
2012
1 478 520
1 377 020
28 945
30 082
Pigs
Live weight estimates - kg
Cattle
Live weight estimates - kg
The analysis below presents the sensitivity of profit/(loss) before tax due to changes in the live weight. The sensitivities
presented are favourable movements. If the sensitivity variables were unfavourable, the negative impact on profit would be
of a similar magnitude:
2013
2012
USD
USD
3%
65 540
66 428
5%
2 013
2 025
Pigs
Live weight
Cattle
Live weight
34
EXCHANGE CONTROL
Remittance of dividends is subject to Exchange Control approval.
35
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated net fair values of all financial instruments, approximate the carrying amounts shown in the financial
statements.
36
CAPITAL MANAGEMENT
The primary objective of the Group's capital management is to ensure that all its companies maintain healthy capital ratios
in order to support the business and maximise shareholder value.
The Group manages its capital structure and makes adjustment to it in light of changes in the economic environment.
To maintain or adjust the capital structure the Group may adjust the dividend payment to shareholders, return capital to
shareholders, or issue new shares. No changes were made to the objectives, policies or processes during the years ended
30 June 2012 and 30 June 2013.
2013
2012
USD
USD
Total liabilities
10 525 927
9 810 318
Total Equity
26 732 379
25 986 183
28.25
27.41
Total borrowings to total equity and liabilities %
47
Colcom Holdings Limited 2013 Annual Report
Notes to the Consolidated Financial Statements - (cont’d)
37
SEGMENT ANALYSIS
For management purposes, the group is organised into business units based on their products and services and has three
reportable operating segments as follows:
The pork business involves the production of pigs and pig based products.
The beef business involves the slaughter and processing of beef products.
Other business includes sales of ostrich skins and the stock feed business.
Management monitors the operating results of its business units separately for the purpose of making decisions about
resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss
which in certain respects, as explained in the table below, is measured differently from operating profit or loss in the
consolidated financial statements. Group financing is managed on a group basis and is not allocated to operating segments.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third
parties.
30 June 2013
Business Segments
Pork
Beef
Other
Eliminations
GROUP
USD
USD
USD
USD
USD
667 595
1 304 840
-
(1 972 435)
-
46 927 501
13 781 360
73 620
-
60 782 481
47 595 096
15 086 200
73 620
(1 972 435)
60 782 481
Operating profit/
(loss) before
depreciation
4 095 305
986 084
(180 139)
(93 619)
4 807 631
Depreciation
1 486 369
117 243
-
-
1 603 612
Equity accounted
earnings
232 898
-
-
-
232 898
Profit/(loss) before
taxation
1 663 205
859 607
(180 139)
(93 619)
2 249 054
34 310 231
3 268 066
309 275
(629 266)
37 258 306
Segment liabilities
9 211 751
1 938 079
170 145
(794 048)
10 525 927
Capital
expenditure
1 928 627
896 969
-
-
2 825 596
Revenue
Inter - segment
sales
External sales
Segment assets
Colcom Holdings Limited 2013 Annual Report
48
Notes to the Consolidated Financial Statements - (cont’d)
30 June 2012
Pork
Beef
Other
Eliminations
GROUP
USD
USD
USD
USD
USD
137 382
1 514 667
-
(1 652 049)
-
44 816 888
7 915 546
115 338
-
52 847 772
44 954 270
9 430 213
115 338
(1 652 049)
52 847 772
Operating profit/
(loss) before
depreciation
6 701 061
777 613
(3 979)
(250 902)
7 223 793
Depreciation
1 155 218
49 993
-
-
1 205 211
Equity accounted
earnings
382 603
-
-
-
382 603
Profit/(loss) before
taxation
5 720 494
722 583
(3 979)
-
6 439 098
Segment assets
34 573 740
1 684 662
3 037 662
(3 499 563)
35 796 501
Segment liabilities
12 285 161
802 573
222 147
(3 499 563)
9 810 318
2 757 198
400 913
-
-
3 158 111
Revenue
Inter - segment
sales
External sales
Capital
expenditure
38
EVENTS AFTER REPORTING DATE
There have been no significant events after reporting date which affect these financial statements.
49
Colcom Holdings Limited 2013 Annual Report
Company Statement of Financial Position
As at 30 June 2013
COMPANY
2013
2012
USD
USD
1 575 959
1 575 959
14 450
14 450
1 590 409
1 590 409
Share capital
1 590 409
1 590 409
Total equity
1 590 409
1 590 409
ASSETS
Non-current assets
Investment in subsidiary
Current assets
Accounts receivable
Total assets
EQUITY AND LIABILITIES
Capital and reserves
DIRECTORS R DavenportT T Kumalo
Harare
1 October 2013
Colcom Holdings Limited 2013 Annual Report
50
Shareholders’ Analysis
As at 30 June 2013
Shareholding Distribution
Range
Shares
%
Holders
%
1-5000
1 821 867
1.15
1 951
85.72
5001 - 10000
1 024 209
0.64
143
6.28
10001 - 25000
1 627 892
1.02
103
4.53
25001 - 50000
1 084 353
0.68
32
1.41
50001 - 100000
1 250 286
0.79
18
0.79
100001 - 500000
1 250 910
0.79
9
0.40
200001- 500000
3 848 528
2.42
12
0.53
500001 - 1000000
1 801 253
1.13
3
0.13
1 000 0001 and over
145 331 586
91.38
5
0.22
TOTAL
159 040 884
100.00
2 276
100.00
June 2013
CATEGORY
June 2012
No. of shares
%
No. of shares
%
3 796 996
2.4
3 666 208
2.3
129 030 929
81.2
129 679 062
81.5
Banks and nominees
2 385 900
1.5
2 191 274
1.4
Insurance companies
15 469 614
9.7
15 564 231
9.8
Pension funds
4 961 465
3.1
4 866 435
3.1
Non-residents
3 395 980
2.1
3 073 674
1.9
159 040 884
100.0
159 040 884
100.0
Individuals
Companies
Included in the category of " 500 001 shares and over" is Colcom Employees Investment Company (Private) Limited which holds
617 877 shares for the beneficial participation of 656 employees in the Company’s profits.
TOP TEN SHAREHOLDERS
June 2013
June 2012
No. of shares
%
%
126 071 739
79.27
79.27
15 543 672
9.77
9.77
ZESA Staff Pension Fund
1 485 000
0.93
0.93
The Industrial Fund For Developing Countries
1 238 390
0.78
0.78
Communication & Allied Industry Pension Fund
1 215 280
0.76
-
Norsad Finance Limited NNR
1 107 451
0.70
0.67
Name
Innscor Africa Limited
Old Mutual Life Assurance Company Zimbabwe Limited
T F S Nominees (PVT) Ltd
690 675
0.43
0.41
Sainsbury Gavin
620 000
0.39
0.39
Colcom Employee Investments Company (Private) Limited
617 877
0.39
0.39
National Social Security Authority (NSSA NPS)
563 376
0.35
0.35
9 887 424
6.23
7.04
159 040 884
100.00
100.00
Other
51
Colcom Holdings Limited 2013 Annual Report
Shareholders’ Analysis - (cont’d)
Directors' shareholding
At 30 June 2013, the Directors held directly or indirectly the following shares in the Company:
N. R Adams
P Chapendama
C.Davenport
R E Davenport
B. Fairlie
2013
2012
-
-
128
128
-
-
200 005
200 005
-
-
20 000
20 000
-
-
-
-
93 691
-
J. Koumides
T T Kumalo
D. Long
J P Schonken
C. Tumazos
There have not been any changes in the Directors' interests in shares of the Company between 30 June 2013 and the date of this
report.
Colcom Holdings Limited 2013 Annual Report
52
NOTICE TO SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the seventy-second Annual General Meeting of the members of Colcom Holdings
Limited will be held at the registered office of the Company at 1/3 Coventry Road, Workington, Harare, on Friday 15
November 2013 at 09.00 am, for the purpose of transacting the following business:
ORDINARY BUSINESS
1. To receive and consider the financial statements for the year ended 30 June 2013 together with the reports of the
Directors and Auditors thereon.
2. To re - elect retiring Directors: Mrs P. Chapendama and Mr. J.P. Schonken who retire by rotation and being eligible
offer themselves for re-election.
3. To approve the appointment as Directors of Messrs B. Fairlie, J. Koumides and C. Tumazos, who were appointed
as Directors subsequent to the last Annual General Meeting of the Company, and who in terms of the Articles of
Association of the Company are required to retire from the Board at this Annual General Meeting and being eligible,
offer themselves for re-election.
4. To approve Directors’ fees for the financial year ended 30 June 2013.
5. To approve the remuneration of the auditors for the financial year ended 30 June 2013 and re-appoint Messrs. Ernst
& Young of Harare as auditors of the Company until the conclusion of the next Annual General Meeting.
SPECIAL BUSINESS
6. Share Buy-back.
To consider and, if deemed fit, to pass with or without modification, the following ordinary resolution: “That the
Company authorises in advance, in terms of section 79 of the Companies Act (Chapter 24:03) and the Zimbabwe
Stock Exchange (ZSE) Listing Requirements, the purchase by the Company of its own shares upon such terms
and conditions and in such amounts as the Directors of the Company may from time to time determine and such
authority hereby specifies that:
i) the authority in terms of this resolution shall expire on the date of the Company’s next Annual General Meeting;
and
ii) acquisitions shall be of ordinary shares which, in the aggregate in any one financial year, shall not exceed 10%
(ten percent) of the Company’s issued ordinary share capital; and
iii) the maximum and minimum prices, respectively, at which such ordinary shares may be acquired will be the
weighted average of the market price at which such ordinary shares are traded on the ZSE, as determined over
the 5 (five) business days immediately preceding the date of purchase of such ordinary shares by the Company;
and
iv) a press announcement will be published as soon as the Company has acquired ordinary shares constituting,
on a cumulative basis in the period between annual general meetings, 3% (three percent) of the number of
ordinary shares in issue prior to the acquisition; and
v) if during the subsistence of this resolution the Company is unable to declare and pay a cash dividend then this
resolution shall be of no force and effect.”
Note:
In terms of this resolution, the Directors are seeking authority to allow use of the Company’s available cash resources
to purchase its own shares in the market in terms of the Companies Act and the regulations of the ZSE, for treasury
purposes. The Directors will only exercise the authority if they believe that to do so would be in the best interests of
shareholders generally. In exercising this authority, the Directors will duly take into account following such repurchase,
the ability of the Company to pay its debts in the ordinary course of business, the maintenance of an excess of assets
over liabilities, and for the Company and Group, the adequacy of ordinary capital and reserves as well as working
capital.
53
Colcom Holdings Limited 2013 Annual Report
7. To resolve as an ordinary resolution, with or without amendments: “That the Company be and is hereby authorised
to make any loan to any Executive Director or to enter into any guarantee or provide any security in connection
with a loan to such Executive Director for the purpose of enabling him to properly perform his duty as an officer
of the Company, as may be determined by the Remuneration Committee of the Board of Directors, provided that
the amount of the loan or the extent of the guarantee or security shall not exceed the annual remuneration of that
Director.”
8. To transact any other business competent to be dealt with at the Annual General Meeting.
PROXIES
Members are entitled to appoint one or more proxies to act in the alternative and to attend and vote and speak in their
place. A proxy need not be a member of the Company.
Proxy forms must reach the Company’s registered office not less than 48 hours before the meeting.
By order of the Board
COLCOM HOLDINGS LIMITED
A.D. Lorimer
Company Secretary
Harare1 October 2013
Colcom Holdings Limited 2013 Annual Report
54
Shareholders’ Calendar
Seventy-second Annual General Meeting
15 November 2013
ANTICIPATED DATES
Interim reports
- 6 months to 31 December 2014
March 2014
- 12 months to 30 June 2014
September 2014
Annual Report published
October 2014
Seventy-third Annual General Meeting
November 2014
55
Colcom Holdings Limited 2013 Annual Report
Notes
Notes
Notes
Proxy Form
I/We...........................................................................................................................................
of...............................................................................................................................................
being a member of the above-named Company, hereby appoint
..................................................................................................................................................
of...............................................................................................................................................
or failing him, ...........................................................................................................................
of...............................................................................................................................................
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the
Company to be held on the 15th of November 2013 and at any adjournment thereof
Signed this..................................................................................................................................
Day of................................................................2013.................................................................
Signature....................................................................................................................................
Note:
A member entitled to attend and vote at the Annual General Meeting of Shareholders may
appoint a proxy to attend and speak and, on a poll, to vote in his stead. A proxy must be
lodged at the Registered Office of the Company not less than 48 (forty-eight) hours before the
time of the holding of the meeting.
Change of address advice
The attention of shareholders is drawn to the necessity for keeping the Transfer Secretaries
advised of any change in name and/or address.
Shareholder’s name in full (Block letters)
__________________________________________________________________________________
__________________________________________________________________________________
New address (Block letters)
__________________________________________________________________________________
__________________________________________________________________________________
_________________________________________________________
SIGNATURE
POST CARD
The Transfer Secretaries
Corpserve (Private) Limited
4th Floor Intermarket Centre
Cnr First Street/Kwame Nkrumah Avenue
Harare
Zimbabwe
POST CARD
Colcom Holdings Limited
P O Box 2474
Harare
Colcom Holdings Limited
P O Box 2474
Harare
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