Untitled - Colcom Foods
Transcription
Untitled - Colcom Foods
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 Independent Auditors’ Report 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 Consolidated Financial Statements 19 Company Statement of Financial Position 52 Shareholders’ Analysis 53 Notice to Shareholders 55 Shareholders’ Calendar 57 Proxy form 61 VISION To improve the quality of life of our customers and there by to create and unlock value. MISSION To manufacture, distribute and retail food to the mass market through a vertically integrated business structure which allows the Group to achieve scale and dominate the supply chain and market in which it operates. OUR VALUES Communication Family Teamwork Commitment Integrity 2 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Group Structure Associated Meat Packers (Private) Limited 50.1% Triple C Pigs Intercane (Private) Limited 51% Freddy Hirsch Group (Private) Limited 49% Gredal Enterprises (Private) Limited 50.5% Greatrift Delight (Private) Limited 100% Colcom Canning (Private) Limited 100% Blumo Trading (Private) Limited 100% Ballantyne Butchery (Private) Limited t/a Danmeats 100% Food Distributors (Private) Limited 100% COLCOM HOLDINGS LIMITED 2015 Annual Repor t 3 Financial Highlights for the year ended 30 June 2015 GROUP 2015 2014 USD USD 64 585 846 66 567 295 5 855 019 5 197 228 44 274 681 42 858 262 Operating cashflow before interest and tax 9 236 068 10 935 637 Capital expenditure 5 219 144 3 874 486 3.39 2.89 Net assets per share - (cents) 20.77 19.61 Market price per share - year end - (cents) 22.00 22.00 2.72 4.32 Interest cover - (times) 89 53 Return on investment - (%) 17 15 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 - (%) 4 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Directorate, Executive Management and Corporate Information BOARD OF DIRECTORS BOARD COMMITTEES NON - EXECUTIVE John Koumides (Chairman) Pauline Chapendama Audit Committee Pauline Chapendama (Chairperson) Brent Fairlie Theophilus T. Kumalo Antonio Fourie Julian P. Schonken David E. Long Julian P. Schonken EXECUTIVE Remuneration Committee Constantine Tumazos Brent Fairlie Theophilus T. Kumalo John Koumides (Chairman) Antonio Fourie Theophilus T. Kumalo SENIOR MANAGEMENT Theophilus T. Kumalo Group Chief Executive Officer Constantine Tumazos Group Finance Director/ Chief Operating Officer Norita Adams Group Sales and Marketing Director Jan Van As Group Operations Director Zvitendo Matsika Group Human Resources Executive Mandy Mutiro Group Chief Financial Officer 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 Registered Public Auditors Standard Chartered Bank Zimbabwe Limited Registered office 1/3 Coventry Road Transfer Secretaries Workington Corpserve (Private) Limited (P O Box 2474) 4th Floor Intermarket Centre Harare Cnr First Street/Kwame Nkrumah Avenue Zimbabwe Harare Fax No : 263-4-750723 Zimbabwe Tel No : 263-4-751051/9 Tel No : 263-4-758193 Website: www.colcomfoods.com COLCOM HOLDINGS LIMITED 2015 Annual Repor t 5 Chairman’s Statement FINANCIAL The Group recorded revenue of USD64.59 million, 3% down on the previous financial year. Where Associated Meat Packers (AMP) maintained revenues at the same level as the comparative period, Colcom Foods recorded a 10% decline. The decline is attributable to the reduction of fresh pork sales and canned products, both of which were expected in the period under review. In terms of volumes, the Group recorded an overall decline of 5% over the prior year. Despite the decline in volumes, the Group achieved growth of 2% at trading profit level through increased efficiency. The Group recorded increased depreciation charges of USD169 198 and a positive swing in fair value adjustments of livestock of USD530 063 arising from the growth in the pig herd. Freddy Hirsch contributed a 41% growth in equity accounted earnings over the prior year. Net interest earned on positive cash balances contributed USD373 740 to earnings in the year, an increase of 39% on prior year. At the profit before tax (PBT) level, the Group achieved an 11% growth over prior year. The Group maintained a similar working capital position in relation to prior year and generated USD7.84 million from operating activities. Of this USD5.22 million was invested in fixed assets and USD415 655 was invested in long term biological assets in building an expanded herd. Significant items of capital expenditure include the new pie factory, phase one of upgrading the distribution fleet, expansion of the AMP factory and investment into the new pig production facility. After settling USD555 925 of borrowings and paying a dividend of USD3.90 million, the Group retained USD8.27 million in cash at the end of the financial year. OPERATIONAL The Group’s Triple C Farms delivered 56 530 pigs (F2014: 58 183), yielding 4 365 (F2014: 4 554) tons of pork, and representing a 4% decline on the prior year. The decline was a result of holding back pigs that were transferred to a new production facility. During the year an 840 sow herd was developed in the Shamva area to deliver 300 pigs per week. Initial deliveries were made in June 2015 and the unit is expected to achieve the capacity stated above within the first quarter of F2016. This will increase the group’s own production of pigs by 27%. This project was completed on time and within budget. The farm achieved growth in profitability over prior year through savings in production costs made possible by reduced maize prices and continuous improvements in production performance. The new pie factory was near completion but had not been commissioned by the year end as a result of delays from suppliers of key equipment and a need to upgrade the electrical power supply. It is expected that the factory will be on line before the end of August 2015. Despite this, the company still increased the production and sale of pies by 9% over prior year. The Group’s various programs to formalise food safety management systems, performance management systems and staff training initiatives remain on track. In addition, a software system designed to assist with plant maintenance and production management was implemented during the period. AMP opened two Texas retail outlets during the year under review (Chinhoyi and Speke Ave, Harare) and closed an underperforming unit in Julius Nyerere Way. As previously reported, AMP completed its planned factory expansion project in December 2014 which will allow the company to service the additional retail outlets planned in its growth strategy. 6 COLCOM HOLDINGS LIMITED 2015 Annual Repor t FUTURE PROSPECTS Colcom plans to continue to increase its pig production capacity; initially by expanding existing facilities and thereafter to secure additional facilities. Initial expansion at the new facility will deliver an additional 150 pigs per week. Stock-feed milling capacities are being reviewed to assess the additional requirements of sustaining a larger herd. The 2015 regional maize harvest was disappointing and Zimbabwe’s production was inadequate to meet demand. The expectation for local production is again low and Colcom will rely on maize imports to secure supply for the next season. The trend over the past year indicates declining revenues and with no clarity on policy changes required to stimulate economic growth, we again expect trading conditions to be difficult. Colcom’s extensive range of products offers customers a selection of quality products - from the select premium range to the more affordable processed lines. The Group will continue to work on growing sales into the informal market through expanded distribution networks which will make product available and accessible to our customer base. The commissioning of the new Colcom pie plant will ensure product is available to service demand and reflect the growth the Group expects in that product range. Investigations into modernising the Colcom processing facility are ongoing. AMP has targeted to develop three additional retail sites in the 2016 financial year. DIVIDEND Under normal trading circumstances, the Company would typically seek to maintain a three times cover to achieve a sustainable level of dividends. In the current year this would yield a final dividend per share of 0.63 US cents. The Board has reviewed the Company’s forecast position and believes it appropriate to release surplus capital by approving an additional extraordinary dividend of 1.17 US cents per share. The total final dividend of 1.8 US cents per share will be payable on or about 10th November 2015 to shareholders registered in the books of the Company at noon on 9th October 2015. The transfer books and register of members will be closed from noon on 9th October 2015 up to and including 11th October 2015. DIRECTORATE There were no changes to the Board of Directors during the year under review. The Board wishes to advise that Mr Theophilus T Kumalo retires as Chief Executive Officer and Executive Director with effect from 30 September 2015. Theo has served the company since August 1997, initially in a technical capacity, and as Chief Executive since January 2011. The Board thanks him for 18 years of dedicated service and we wish him well in his future endeavours. Mr C Tumazos who joined the Group as Financial Director in January 2013 and has held the position of Chief Operating Officer since January 2014, has been appointed Chief Executive Officer with effect from 1 October 2015. By order of the Board J Koumides Chairman 19 August 2015 Corporate Governance FINANCIAL STATEMENTS As recorded in the financial statements the Directors recognise that they are responsible for the preparation and integrity of the Company’s financial and non-financial reporting. In order to fulfil this responsibility, a system of internal accounting controls has been developed and continues to be maintained. There are limits inherent in all systems of internal control based on the recognition that the costs of such systems should be related to the benefits to be derived. We believe the Group’s systems provide this appropriate balance. The annual financial statements have been examined by the Group’s external auditors and their report is presented on page 14. The Directors, after reviewing the Company’s financial projections, have no reason to believe that the Company will not continue as a going concern in the year ahead. AUDIT COMMITTEE The Company has an audit committee comprising representation by non-executive Directors and is chaired by a non-executive Director. The external auditors have unrestricted access to the committee and in addition, a representative attends all audit committee meetings. The audit committee meets three times a year. The committee reviews the effectiveness of internal controls in the Group with reference to the findings of internal and external auditors. Other areas covered include the review of important accounting issues, specific disclosures in the financial statements, financial reports and major audit recommendations. monitoring the performance of executive management. All Directors have access to the advice and services of the Company Secretary and in appropriate circumstances, at the Company’s expense, may seek independent professional advice concerning its affairs. REMUNERATION COMMITTEE The Company has a remuneration committee which consists mainly of non-executive Directors. The committee is responsible for the review and approval of remuneration and terms of employment of executive Directors and executive management. MANAGEMENT REPORTING There are comprehensive management reporting disciplines in place which include the preparation of annual targets. Monthly results are reported against approved targets and compared to the previous year. Profit forecasts are updated regularly and working capital requirements and borrowings are monitored on an ongoing basis. ETHICS Directors and employees are required to conduct all business affairs in accordance with the highest ethical standards. In this regard, the Company has implemented a formal Code of Ethics. EQUAL OPPORTUNITY The Group is committed to providing equal opportunities for its employees regardless of their ethnic origin or gender. EMPLOYEE PARTICIPATION The Group employs a variety of participative structures to deal with issues which affect employees directly DIRECTORATE AND EXECUTIVE MANAGEMENT The Board of Directors includes non-executive Directors who are chosen for their business skills and acumen and whose number is sufficient for their views to carry weight in the Board’s decision. The Chairman is a nonexecutive member of the Board. The Board meets regularly to review strategy, operational and materially which includes collective bargaining mechanisms and a Workers’ Committee. These structures are there to drive productivity improvements. They are designed to achieve good employer/employee relations through effective sharing of relevant information, consultation and the identification and resolution of conflict. performance, acquisition and disposal of assets, pig producer and other stakeholder issues as well as any material matters relating to the achievement of the Company’s objectives. The Board is also responsible for COLCOM HOLDINGS LIMITED 2015 Annual Repor t 7 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. During the year under review, significant donations in the form of meat products as well as cash have been made to Emerald Hill Children’s Home, St Joseph and St Marcelene Homes, Chinyaradzo Children’s Home, Athol Evans, Tiki Hywood Trust, Makumbe Children’s Home, Shearly Cripps and Jairos Jiri among others. The company also runs a scheme, that has been in operation for the last 4 years, whereby 5% of the proceeds of Colcom ham sales are donated to charity. In 2014/15 the proceeds went to three organisations. These were all cash donations to Ekuphumuleni Geriatrics Home in Bulawayo, Cancer Association of Zimbabwe and The Veterinary Services for Animal Welfare. 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 has been involved in both environment and community-based projects that benefit the country and its people 8 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Financial Review, Ratios and Statistics June June June June June 2015 2014 2013 2012 2011 USD USD USD USD USD STATEMENT OF COMPREHENSIVE INCOME Revenue 64 585 846 66 567 295 60 782 481 52 847 772 46 200 305 Operating profit Net finance income/(costs) Share of profit from associate 7 088 277 6 538 901 2 032 260 5 968 462 5 638 320 373 740 269 759 (16 104) 88 033 169 559 7 462 017 6 808 660 2 016 156 6 056 495 5 807 879 333 174 236 294 232 898 382 603 248 290 6 439 098 6 056 169 Profit before taxation 7 795 191 7 044 954 2 249 054 Taxation (1 940 172) (1 847 726) (620 639) Profit for the year 5 855 019 5 197 228 1 628 415 (1 619 257) (1 399 755) 4 819 841 4 656 414 STATEMENT OF FINANCIAL POSITION Share capital Reserves 1 590 409 1 590 409 1 590 409 1 590 409 1 590 409 29 774 497 28 185 646 24 232 794 23 808 257 20 951 912 Equity attributable to equity holders of the parent 31 364 906 29 776 055 25 823 203 25 398 666 22 542 321 Non-controlling interest 1 674 964 1 416 673 909 176 587 517 600 597 Non-current liabilities 3 955 925 4 127 293 2 917 213 3 534 505 3 647 229 Current liabilities 7 278 886 7 538 241 7 608 714 6 275 813 5 899 414 Total equities and liabilities 44 274 681 42 858 262 37 258 306 35 796 501 32 689 561 Non-current assets 24 015 341 20 529 919 18 418 979 19 120 802 15 477 665 Current assets 20 259 340 22 328 343 18 839 327 16 675 699 17 211 896 Total assets 44 274 681 42 858 262 37 258 306 35 796 501 32 689 561 COLCOM HOLDINGS LIMITED 2015 Annual Repor t 9 Financial Review, Ratios and Statistics - (cont’d) June June June June June 2015 2014 2013 2012 2011 PROFITABILITY Operating margin (%) 11 10 3 11 12 Return on investment (%) 17 15 5 18 22 Return on net worth (%) 18.67 17.45 6.31 18.98 20.66 Effective tax rate (%) 24.89 26.23 27.60 25.15 23.22 SOLVENCY Financing ratio (%) 71 69 69 71 69 Total liabilities/total assets (%) 25 27 28 27 29 Interest-bearing debt (USD) 898 892 1 347 817 1 440 000 863 592 2 429 406 Gearing ratio (%) 2.9 4.5 5.6 3.4 10.8 Interest cover (times) 89 53 12 48 55 LIQUIDITY Current ratio (times) Acid test ratio (times) 1.7 1.8 1.3 1.3 1.4 (USD) 9 284 440 10 935 637 4 689 006 7 079 094 5 098 508 Operating cash inflow 2.8 3.0 2.5 2.7 2.9 ACTIVITY Net asset turnover (times) 0.57 0.53 0.49 0.56 0.57 Net current asset turn (excluding short term loans) (times) 0.58 0.54 0.51 0.57 0.61 Total asset turnover (times) 0.69 0.64 0.61 0.68 0.71 PRODUCTIVITY Turnover per employee (USD) 54 228 56 750 50 821 44 003 41 177 ORDINARY SHARE PERFORMANCE Number of ordinary shares in issue 159 040 884 159 040 884 159 040 884 159 040 884 159 040 884 Weighted average shares in issue 159 040 884 159 040 884 Basic and diluted earnings per share Earnings yield (Cents) 3.39 159 040 884 159 040 884 159 040 884 2.89 0.87 2.87 3.12 (%) 649 762 3 563 871 1 346 Dividend per share (Cents) 2.30 2.29 - 1.25 1.04 Dividend cover (times) 1.47 1.26 - 2.30 3.00 (%) 10 10 - 5.0 2.5 Dividend yield Price earnings ratio (times) 6.5 7.6 35.6 8.7 13.5 Net asset value per share (USD) 0.20 0.19 0.16 0.16 0.14 Net operating cash flow per share (USD) 0.06 0.07 0.03 0.04 0.03 Market capitalisation (USD) 34 988 994 34 988 994 49 302 674 39 760 221 66 797 171 (Cents) 22 22 31 25 42 Market value per share OTHER 10 Number of employees 1 191 1 173 1 196 1 201 1 122 Number of shareholders 2 225 2 246 2 276 2 336 2 336 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Definitions Operating margin Net current asset turn Income from operations as a percentage of turnover. Total assets less current liabilities other than borrowings divided by turnover. Return on investment Profit for the year attributable to equity holders of the Turnover per employee parent as a percentage of equity attributable to equity Turnover divided by number of employees. holders of the parent. Earnings yield Return on networth Market price at year end as a percentage of earnings Profit for the year as a percentage of equity attributable per share. to holders of the parent. Dividend cover Financing ratio Earnings per share divided by dividends per share. Equity attributable to equity holders of the parent as a percentage of total assets. Dividend yield Dividend per share as a percentage of market price per Gearing ratio share at year end. Interest-bearing debt as a percentage of equity attributable to equity holders of the parent. Price earnings ratio Market price at year end divided by earnings per share. Interest cover Profit before tax and interest payable, divided by interest Net asset value per share payable. Equity attributable to equity holders of the parent divided by number of shares in issue at year end. Current Ratio Current assets divided by current liabilities. Net operating cash flow per share Net operating cash flow divided by the number of ordinary Acid test ratio shares in issue. Current assets less stock and biological assets, divided by current liabilities. Market capitalisation Market value per share times number of shares in issue. Operating cash flow Net cash from operating activities before interest and tax. Net asset turnover Total assets less current liabilities divided by turnover. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 11 Report of the Directors The Directors have pleasure in presenting their report, together with the audited financial statements for the year ended 30 June 2015. Nature of business The Company is listed on the Zimbabwe Stock Exchange and is engaged in the production, processing and marketing of pork and other protein based food products including beef and chicken. 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 Consolidated Financial Statements. Group results 2015 2014 USD USD Profit before taxation 7 795 191 7 044 954 Taxation (1 940 172) (1 847 726) Profit for the year 5 855 019 5 197 228 (465 091) (608 212) 5 389 928 4 589 016 Non-controlling Interest Profit attributable to equity holders of the parent Dividends Under normal trading circumstances, the Company would typically seek to maintain a three times cover to achieve a sustainable level of dividends. In the current year this would yield a final dividend per share of 0.63 US cents. The Board has reviewed the Company’s forecast position and believes it appropriate to release surplus capital by approving an additional extraordinary dividend of 1.17 US cents per share. The total final dividend of 1.8 US cents per share will be payable on or about 10th November 2015 to shareholders registered in the books of the Company at noon on 9th October 2015. The transfer books and register of members will be closed from noon on 9th October 2015 up to and including 11th October 2015. Directors There were no changes to the Board of Directors during the year under review. The Board wishes to advise that Mr Theo T Kumalo retires as Chief Executive Officer and Executive Director with effect from 30 September 2015. Theo has served the company since August 1997, initially in a technical capacity, and as Chief Executive since January 2011. The Board thanks him for 18 years of dedicated service and we wish him well in his future endeavours. Mr C Tumazos who joined the Group as Financial Director in January 2013 and has held the position of Chief Operating Officer since January 2014, has been appointed Chief Executive Officer with effect from 1 October 2015. Directors’ Fees Members will be asked to approve the payment of Directors’ fees in respect of the year ended 30 June 2015. Auditors Members will be asked to approve the remuneration of the Auditors for the financial year ended 30 June 2015 and to re-appoint Ernst and Young as Auditors of the Group to hold office for the ensuing year. For and on behalf of the Board. J Koumides Chairman 30 September 2015 12 COLCOM HOLDINGS LIMITED 2015 Annual Repor t 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 occasional 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 2015, which appear on pages 15 to 52, were approved by the Board of Directors and are signed on its behalf by: J KoumidesT T Kumalo Chairman Group Chief Executive Officer Harare 30 September 2015 COLCOM HOLDINGS LIMITED 2015 Annual Repor t 13 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 - 14 or 750979 - 83 Fax: +263 4 750707 or 773842 Email: [email protected] www.ey.com Independent Auditor’s Report To The Members of Colcom Holdings Limited Report on the financial statements We have audited the accompanying Consolidated and Company Financial Statements of Colcom Holdings Limited set out on pages 15 to 52, which comprise the Consolidated and Company Statement of Financial Position as at 30 June 2015, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated 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 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 control 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 consolidated and company 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 and company financial statements present fairly, in all material respects, the financial position of Colcom Holdings Limited as at 30 June 2015, 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 and company financial statements have, in all material respects, been properly prepared in compliance with the disclosure requirements of the Companies Act (Chapter 24:03). ERNST & YOUNG CHARTERED ACCOUNTANTS (ZIMBABWE) Registered Public Auditors HARARE 12 October 2015 14 COLCOM HOLDINGS LIMITED 2015 Annual Repor t A member firm of Ernst & Young Global Limited Consolidated Statement of Comprehensive Income for the year ended 30 June 2015 20152014 USDUSD Notes Revenue 3 64 585 846 66 567 295 Cost of sales (34 499 699) (37 417 073) Gross profit 30 086 147 29 150 222 Other income 528 003 725 868 Distribution and selling costs (621 162) (697 544) Administration expenses (13 716 902) (13 554 751) Other operating expenses (9 187 809) (9 084 894) Operating profit 4 7 088 277 6 538 901 Interest income 4.9 461 982 406 538 Interest expense 4.10 (88 242) (136 779) 9 333 174 236 294 Profit before taxation 7 795 191 7 044 954 Taxation 5 (1 940 172) (1 847 726) Profit for the year 5 855 019 5 197 228 Share of profit of associate 4.6 Other comprehensive income - - Total comprehensive income 5 855 019 5 197 228 Attributable to: Equity holders of the parent 5 389 928 4 589 016 Non-controlling interest 465 091 608 212 5 855 019 5 197 228 Earnings per share: Basic and diluted earnings per share - cents 6 3.39 2.89 Headline earnings per share - cents 6 3.40 2.84 COLCOM HOLDINGS LIMITED 2015 Annual Repor t 15 Consolidated Statement of Financial Position as at 30 June 2015 2015 USDUSD Notes 2014 ASSETS Non-current assets Property, plant and equipment 8 20 594 783 17 491 868 Investment in associate 9 1 627 224 1 294 050 Investments 10 Other non-current financial assets 11 181 373 181 373 Biological assets 12 1 611 960 1 374 701 Deferred tax asset 19 - - 24 015 340 183 546 4 381 20 529 919 Current assets Biological assets 12 1 678 683 1 729 544 Inventories 13 6 517 043 6 765 529 Accounts receivable 14 3 779 970 3 797 006 Current tax asset Cash and bank 15 13 314 - 8 270 331 10 036 264 20 259 341 22 328 343 44 274 681 42 858 262 Total assets EQUITY AND LIABILITIES Capital and reserves Share capital 1 590 409 1 590 409 Distributable reserves 16 29 774 497 28 185 646 Equity attributable to equity holders of the parent 31 364 906 29 776 055 Non-controlling interest 1 674 964 1 416 673 Total Equity 33 039 870 31 192 728 Non-current liabilities Deferred taxation 19 3 503 700 3 226 143 Interest bearing borrowings 20 452 225 901 150 3 955 925 4 127 293 Current liabilities Accounts payable 21 6 189 458 6 268 728 Provisions 22 642 761 671 303 Interest bearing borrowings 20 446 667 446 667 Taxation - 151 543 7 278 886 7 538 241 11 234 811 11 665 534 44 274 681 42 858 262 Total liabilities Total equity and liabilities DIRECTORS J Koumides T T Kumalo Harare 30 September 2015 16 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Consolidated Statement of Changes in Equity for the year ended 30 June 2015 Attributable to owners of the parent Balance at 30 June 2013 Share capital Nondistributable reserves Distributable Reserves USD USD USD 1 590 409 8 972 075 Total Noncontrolling Interest Total USD USD USD 15 260 719 25 823 203 909 176 26 732 379 Transactions with owners in their capacity as owners - - - - (50 815) (50 815) Transfer of reserves - (8 972 075) 8 972 075 - - - Profit for the year - - 4 589 016 4 589 016 608 212 5 197 228 Dividends (Note 17) - - (636 164) (636 164) (49 900) (686 064) 1 590 409 - 28 185 646 29 776 055 1 416 673 31 192 728 Balance at 30 June 2014 Transactions with owners in their capacity as owners - - - - (107 000) (107 000) Profit for the year - - 5 389 928 5 389 928 465 091 5 855 019 Dividends (Note 17) - - (3 801 077) (3 801 077) (99 800) (3 900 877) 1 590 409 - 29 774 497 31 364 906 1 674 964 33 039 870 Balance at 30 June 2015 COLCOM HOLDINGS LIMITED 2015 Annual Repor t 17 Consolidated Statement of Cash flows For the year ended 30 June 2015 20152014 Notes USDUSD OPERATING ACTIVITIES Cash generated from operations before interest and tax 23 Interest income Interest expense Taxation paid 24 Net cashflows from operating activities 9 236 068 10 935 637 461 982 406 538 (88 242) (136 779) (1 823 091) (1 427 665) 7 786 717 9 777 731 INVESTING ACTIVITIES Purchase of property, plant and equipment - replacement (1 448 146) (1 526 619) - expansion (3 770 998) (2 347 867) Proceeds on disposal of property, plant and equipment 128 864 163 280 Purchase of biological assets (165 244) (160 810) Proceeds on disposal of investments 159 676 Dividends received from associate 9 - 60 627 Net cashflows used in investing activities (5 095 848) (3 811 389) Net cash flow before financing activities 2 690 869 5 966 342 FINANCING ACTIVITIES Proceeds from borrowings - 1 347 817 Repayment of borrowings (448 925) (1 440 000) Dividends paid (3 900 877) (686 064) Loan repaid to non-controlling interests (107 000) (50 815) Net cashflows used in financing activities (4 456 802) (829 062) Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 18 COLCOM HOLDINGS LIMITED 2015 Annual Repor t 15 (1 765 933) 5 137 280 8 270 331 10 036 264 10 036 264 4 898 984 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 protein based food products including beef and chicken. The consolidated financial statements of Colcom Holdings Limited for the year ended 30 June 2015 were authorised for issue in accordance with a resolution of the Directors on 30 September 2015. 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) interpretations, 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 comprise the financial statements of the Colcom Holdings Limited and its subsidiaries as at 30 June 2015. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: ● Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) ● Exposure, or rights, to variable returns from its involvement with the investee, and; ● The ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: ● The contractual arrangement with the other vote holders of the investee ● Rights arising from other contractual arrangements ● The Group’s voting rights and potential voting rights The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income and the statement of financial position from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests, having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: ● Derecognises the assets (including goodwill) and liabilities of the subsidiary ● Derecognises the carrying amount of any non-controlling interests ● Derecognises the cumulative translation differences recorded in equity COLCOM HOLDINGS LIMITED 2015 Annual Repor t 19 Notes to the Consolidated Financial Statements - (cont’d) ● Recognises the fair value of the 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 OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities 2.2 Changes in accounting policy and disclosures The accounting policies adopted are consistent with those of the previous financial year. New standards and amendments to standards that became effective for the Group in the current year did not have an effect on the Group’s financial statements. 2.3 Standards and Interpretations in issue but not yet effective Standards issued but not yet effective up to the date of issuance of the consolidated financial statements are listed below. This listing is of standards and interpretations issued, which the Group reasonably expects to be applicable at a future date. The Group intends to adopt those standards when they become effective. The Group expects that adoption of these standards, amendments and interpretations in most cases not to have any significant impact on the Group’s financial position or performance in the period of initial application but additional disclosures will be required. In cases where it will have an impact the Group is still assessing the possible impact. IFRS 9 Financial Instruments – classification and measurement On 24 July 2014, the International Accounting Standards Board (IASB) issued the final version of IFRS 9-Financial Instruments bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The classification and measurement requirements address specific application issues arising in IFRS 9 (2009) that were raised by preparers, mainly from the financial services industry. The expected credit loss model addresses concerns expressed following the financial crisis that entities recorded losses too late under IAS 39. IFRS 9 stipulates that financial assets are measured at amortised cost, fair value through profit or loss, or fair value through other comprehensive income, based on both the entity’s business model for managing the financial assets and the financial asset’s contractual cash flow characteristics. Apart from the ‘own credit risk’ requirements, classification and measurement of financial liabilities is unchanged from existing requirements. IFRS 9 is applicable for annual periods beginning on or after 1 January 2018, but early adoption is permitted. The Group is currently assessing the impact of IFRS 9. IFRS 14 Regulatory Deferral Accounts IFRS 14 is an optional standard that allows an entity, whose activities are subject to rate-regulation, to continue applying most of its existing accounting policies for regulatory deferral account balances upon its first-time adoption of IFRS. Entities that adopt IFRS 14 must present the regulatory deferral accounts as separate line items on the statement of financial position and present movements in these account balances as separate line items in the statement of profit or loss and other comprehensive income. The standard requires disclosures on the nature of, and risks associated with, the entity’s rate-regulation and the effects of that rate-regulation on its financial statements. IFRS 14 is effective for annual periods beginning on or after 1 January 2016. Since the Group is an existing IFRS preparer, this standard would not apply. IFRS 15- Revenue from Contracts with Customers IFRS 15 Revenue from Contracts with Customers, replaces all existing IFRS revenue requirements. The core principle of IFRS 15 is that revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions) regardless of the type of revenue transaction or the industry. The standard’s requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output 20 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) of the entity’s ordinary activities (e.g. sales of property, plant and equipment or intangibles). Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligations; changes in contract asset and liability account balances between periods and key judgements and estimates. The standard is effective for annual periods beginning on or after 1 January 2018, but early adoption is permitted. The Group is still assessing the impact of the standard on its contracts with customers. IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation The IASB issued amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets prohibiting the use of revenue-based depreciation methods for fixed assets and limiting the use of revenue-based amortisation methods for intangible assets. The amendments are effective prospectively. The amendment becomes effective for annual periods beginning on or after 1 January 2016 and will not have any impact on the Group as depreciation is not based on revenue methods. Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants The amendments change the accounting requirements for biological assets that meet the definition of bearer plants. Under the amendments, biological assets that meet the definition of bearer plants will no longer be within the scope of IAS 41. Instead, IAS 16 will apply. After initial recognition, bearer plants will be measured under IAS 16 at accumulated cost (before maturity) and using either the cost model or revaluation model (after maturity). The amendments also require that produce that grows on bearer plants will remain in the scope of IAS 41 measured at fair value less costs to sell. For government grants related to bearer plants, IAS 20 Accounting for Government Grants and Disclosure of Government Assistance will apply. The amendments are retrospectively effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments are not expected to have any impact to the Group as the Group does not have any bearer plants. IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3 Business Combinations, between an investor and its associate or joint venture, is recognised in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognised only to the extent of unrelated investors’ interests in the associate or joint venture. The amendments are effective for annual periods beginning on or after 1 January 2016 and must be applied prospectively. The Group will consider the amendments where applicable when they become effective IFRS 11 Accounting for Acquisitions of Interests in Joint Operations – Amendments to IFRS 11 The amendments require an entity acquiring an interest in a joint operation in which the activity of the joint operation constitutes a business to apply, to the extent of its share, all of the principles in IFRS 3, and other IFRSs, that do not conflict with the requirements of IFRS 11. Furthermore, entities are required to disclose the information required in those IFRSs in relation to business combinations. The amendments also apply to an entity on the formation of a joint operation if, and only if, an existing business is contributed by the entity to the joint operation on its formation. Furthermore, the amendments clarify that for the acquisition of an additional interest in a joint operation in which the activity of the joint operation constitutes a business; previously held interests in the joint operation must not be remeasured if the joint operator retains joint control. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 21 Notes to the Consolidated Financial Statements - (cont’d) The amendments are applied prospectively and are effective for annual periods beginning on or after 1 January 2016. The Group will consider the amendments when it enters into transactions where the amendments are applicable. Applying the Consolidation Exception - Amendments to IFRS 10, IFRS 12 and IAS 28 The amendments address issues that have arisen in applying the investment entities exception under IFRS 10. The amendments to IFRS 10 clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that is not an investment entity itself and that provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. The amendments to IAS 28 allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. The amendments are effective for annual periods beginning on or after 1 January 2016 and are not expected to affect the Group as no Companies within the Group meet the definition of an investment entity. IAS 27 Equity Method in Separate Financial Statements – Amendments to IAS 27 Amendments to IAS 27 Separate Financial Statements allow an entity to use the equity method as described in IAS 28 to account for its investments in subsidiaries, joint ventures and associates in its separate financial statements. Therefore, an entity must account for these investments either: • At cost • In accordance with IAS 39 or • Using the equity method The entity must apply the same accounting for each category of investments. The amendments must be applied retrospectively and are effective for year ends beginning on or after 1 January 2016. The parent entity will consider the amendment when it becomes effective. IAS 1 Disclosure Initiative – Amendments to IAS 1 The amendments to IAS 1 Presentation of Financial Statements clarify, rather than significantly change, existing IAS 1 requirements. The amendments clarify • The materiality requirements in IAS 1. • That specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated. • That entities have flexibility as to the order in which they present the notes to financial statements. • That the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss. Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement(s) of profit or loss and other comprehensive income. The amendments are effective for annual periods beginning on or after 1 January 2016 and early application is encouraged. 22 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 2012 – 2014 Annual improvement cycle (issued September 2014) In September 2014, the IASB issued Annual Improvements to IFRSs 2012-2014 Cycle, which contains five amendments to four standards, excluding consequential amendments. The amendments are effective for annual periods beginning on or after 1 January 2016. Below is a list of those amendments; IFRS 7 – Servicing Contracts Paragraphs 42A - H of IFRS 7 require an entity to provide disclosures for any continuing involvement in a transferred asset that is derecognised in its entirety. The Board was asked whether servicing contracts constitute continuing involvement for the purposes of applying these disclosure requirements. The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and arrangement against the guidance for continuing involvement in paragraphs IFRS 7.B30 and IFRS 7.42C in order to assess whether the disclosures are required. The Group will consider the amendment, where applicable, when it becomes effective. IFRS 7 – Applicability of the offsetting disclosures to condensed interim financial statements In December 2011, IFRS 7 was amended to add guidance on offsetting of financial assets and financial liabilities. In the effective date and transition for that amendment, paragraph 44R of IFRS 7 states that “[A]n entity shall apply those amendments for annual periods beginning on or after 1 January 2013 and interim periods within those annual periods”. The interim disclosure standard, IAS 34, does not reflect this requirement, however, and it is not clear whether those disclosures are required in the condensed interim financial report. The amendment removes the phrase ‘and interim periods within those annual periods’ from paragraph 44R, clarifying that these IFRS 7 disclosures are not required in the condensed interim financial report. However, the Board noted that IAS 34 requires an entity to disclose ‘an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the entity since the end of the last annual reporting period’. Therefore, if the IFRS 7 disclosures provide a significant update to the information reported in the most recent annual report, the Board would expect the disclosures to be included in the entity’s condensed interim financial report. The Group will consider the amendments in preparing its interim financial statements when they become effective. IAS 34 Disclosure of information ‘elsewhere in the interim financial report IAS 34 requires entities to disclose information in the notes to the interim financial statements ‘if not disclosed elsewhere in the interim financial report’. However, it is unclear what the Board means by ‘elsewhere in the interim financial report’. The amendment states that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report (e.g. in the management commentary or risk report). The Board specified that the other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. If users do not have access to the other information in this manner, then the interim financial report is incomplete. The Group will consider the amendment, when it becomes effective, when preparing its interim financial report. IAS 19 – Discount rate Regional market rates IAS 19 requires an entity to recognise a post-employment benefit obligation for its defined benefit plans. This obligation must be discounted using market rates on high quality corporate bonds or using government bond rates if a deep market for high quality corporate bonds does not exist. Some entities thought that the assessment of a deep market was based at a country level (e.g. Greece) while others thought it was based at a currency level (e.g. the Euro). The COLCOM HOLDINGS LIMITED 2015 Annual Repor t 23 Notes to the Consolidated Financial Statements - (cont’d) amendment to IAS 19 clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used. The amendment must be applied for annual periods beginning on or after 1 January 2016, with earlier application permitted. The amendment will not affect the Group as the Group does not have defined benefit pension schemes. IFRS 5 – Changes in methods of disposal Assets (or disposal groups) are generally disposed of either through sale or through distribution to owners. The amendment to IFRS 5 clarifies that changing from one of these disposal methods to the other should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. There is therefore no interruption of the application of the requirements in IFRS 5. The amendment must be applied prospectively to changes in methods of disposal that occur in annual periods beginning on or after 1 January 2016, with earlier application permitted. The Group will consider the amendment, if applicable, when it becomes effective. 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 discounts 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 24 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 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. Current versus non-current classification The Group presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is: ● Expected to be realised or intended to sold or consumed in normal operating cycle ● Held primarily for the purpose of trading ● Expected to be realised within twelve months after the reporting period, or ● Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when: ● It is expected to be settled in normal operating cycle ● It is held primarily for the purpose of trading ● It is due to be settled within twelve months after the reporting period, or ● There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. Fair value measurement The Group measures financial instruments and non-financial assets such as biological assets at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: ● In the principal market for the asset or liability, or ● In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible to by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised, within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement COLCOM HOLDINGS LIMITED 2015 Annual Repor t 25 Notes to the Consolidated Financial Statements - (cont’d) as a whole: ● Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities ● Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is ● Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. 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 the Group incurs in connection with the borrowing of funds. 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-monetary 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. 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. 26 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 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 • 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. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 27 Notes to the Consolidated Financial Statements - (cont’d) The various rates of depreciation are listed below: Furniture, fittings and equipment Plant and machinery Buildings and improvements 2.5%-20% Motor vehicles 10%-30% 20% 3%-20% 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 of disposal 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, all biological assets are valued at fair value with the exception of imported breeders that are valued at cost. Subsequent to initial recognition, biological assets are measured at fair value less estimated point of sale costs or cost less accumulated depreciation. Subsequent costs are capitalised. Depreciation is calculated on a straight line basis over the expected useful lives of the biological assets. 28 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) The various rates of depreciation are listed below: Sows 33% Boars50% 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 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. 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 inancial 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 profit or loss 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, investments, other non current financial assets and cash and cash equivalents investments 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. Cash and cash equivalents Cash and cash equivalents comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less. 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 cash flows 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, COLCOM HOLDINGS LIMITED 2015 Annual Repor t 29 Notes to the Consolidated Financial Statements - (cont’d) 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 cash flows 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 ecognised in profit or loss in those expense categories consistent with the function of the impaired asset. 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 rights to receive cash flows from the asset have expired • The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows 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 • When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass through control of the asset. 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 reply. 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. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss. 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 30 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 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 on-going basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated. 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. 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. 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. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 31 Notes to the Consolidated Financial Statements - (cont’d) 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. 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. Refer to accounting policy note for property, plant and equipment for the depreciation rates and note 4.3 for the impact of the change in depreciation rates and useful lives of motor vehicles. (2) Fair valuation of biological assets The Group estimates the slaughter weights of the pig grower herd for a 21 week profile based on observed average physical weights. Pigs aged between 0 - 5 weeks are valued at cost 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. Refer to note 12 for more detail. (3) Provision for obsolete stock The provision for obsolescence is based on an assessment of quality of stock through sampling and laboratory evaluation. Inventory that no longer meets minimum quality standards as a result of damage or exceeding standard shelf life is classified as obsolete. Inventory relating to discontinued products is also classified as obsolete. Refer to note 13 for more detail. (4) Provision for impairment of accounts receivable Provision for impairment of receivables is a specific provision made for trade receivables which is reviewed on a monthly basis. In determining the recoverability of a trade receivable the Group considers any change in the credit quality of the trade receivable from the date the credit was initially granted up to the end of the reporting period as well as the value of security held over that receivable. Refer to note 14 for more detail. 32 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 20152014 USD USD 3REVENUE In respect of sale of goods: Local Export 64 585 846 - 64 585 846 66 562 290 5 005 66 567 295 4 OPERATING PROFIT Operating profit is arrived at after taking into account the following: 4.1 Auditors remuneration Current year 155 058 135 000 4.2 Depreciation on property, plant and equipment Depreciation - current year 4.3 Change in accounting estimate At 1 July 2014, the Group reassessed the useful lives of its motor vehicles to 7 - 8 years 1 963 330 1 794 132 (previously 4-5 years) from the date of acquisition and reduced the residual values in line with the extended useful lives. This had the effect of decreasing the depreciation expense for the year ended 30 June 2015 by USD145 245. Depreciation for each of the remaining years is expected to be similarly affected by this change in useful lives and residual values. 4.4 Depreciation on biological assets Depreciation - current year 198 297 122 851 4.5 Staff costs Salaries and wages 10 786 576 Social security costs Pension costs 134 570 143 494 485 556 470 548 11 393 572 11 400 618 10 773 446 4.6 OTHER TRADING INCOME Exchange gain - realised Exchange gain - unrealised 38 616 19 105 Rental income 253 948 431 000 Fair value gain: Biological assets 106 645 - Sundry income 66 361 140 415 528 003 725 868 24 035 (77 131) 23 870 - 62 433 135 348 4.7 Loss/(profit) on sale of plant and equipment 4.8 Loss on disposal of investment Disposal of USD183 546 worth of treasury bills at a discount COLCOM HOLDINGS LIMITED 2015 Annual Repor t 33 Notes to the Consolidated Financial Statements - (cont’d) 20152014 USD USD 4.9 Interest Income Interest income from investments with Innscor Africa Limited. 457 255 403 245 Interest from staff loans and demand deposits with Banks 4 727 3 293 461 982 406 538 4.10 Interest Expense Interest on debts and borrowings 88 242 136 779 5TAXATION Current income tax charge 1 658 234 1 507 100 Deferred tax charge 281 938 340 626 1 940 172 1 847 726 5.1 Reconciliation of tax charge on current profits Notional tax at statutory rates 25.75% 25.75% Tax on associates income (1.10%) (0.86%) Non-taxable income (1.07%) (0.47%) Non-deductible expenses 1.31% 1.81% Effective tax rate 24.89% 26.23% 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 5 389 928 4 589 016 Shares in issue 159 040 884 (2014: 159 040 884) Weighted average shares in issue 159 040 884 (2014: 159 040 884) 6.3 Basic earnings per share Basic earnings per share is calculated by dividing the 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. 34 The headline earnings are calculated as follows: Profit for the year attributable to ordinary equity holders of the parent Tax on adjustments Headline earnings 5 389 928 4 589 016 Loss/(profit) on disposal of property, plant and equipment 5 944 (77 131) Loss on disposal of investments 12 054 - COLCOM HOLDINGS LIMITED 2015 Annual Repor t - 5 407 926 444 4 512 329 Notes to the Consolidated Financial Statements - (cont’d) USD USD 20152014 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 47 687 50 625 Otherwise in connection with management 550 729 576 574 598 416 627 199 8 PROPERTY, PLANT AND EQUIPMENT Buildings Plant, fittings and and Motor Land Improvements Equipment Vehicles Total USD USD USD USD USD Carrying amount at 30 June 2013 808 281 5 021 143 8 611 267 1 056 971 15 497 662 Gross Carrying amount 808 281 6 081 820 13 579 631 2 686 624 23 156 356 Accumulated depreciation (1 060 677) (4 968 364) (1 629 653) (7 658 694) - Additions - 48 632 3 539 695 286 159 3 874 486 Disposals at cost - - (61 531) (231 845) (293 376) Accumulated depreciation on disposals - - 11 436 195 792 207 228 Depreciation charge - (266 012) (1 266 612) (261 508) (1 794 132) Carrying amount at 30 June 2014 808 281 Gross Carrying amount 808 281 Accumulated depreciation - 4 803 763 10 834 255 1 045 569 17 491 868 6 130 452 (1 326 689) 17 057 795 2 740 938 26 737 466 (6 223 540) (1 695 369) (9 245 598) Additions - 241 340 3 790 464 1 187 340 5 219 144 Disposals at cost - - (264 781) (126 817) (391 598) Accumulated depreciation on disposals - - 144 189 94 510 238 699 Depreciation charge - (163 747) (1 605 187) (194 396) (1 963 330) Carrying amount at 30 June 2015 808 281 4 881 356 12 898 940 2 006 206 20 594 783 Gross Carrying amount 808 281 6 371 792 20 583 478 3 801 461 31 565 012 Accumulated depreciation (1 490 436) (7 684 538) (1 795 255) (10 970 229) - COLCOM HOLDINGS LIMITED 2015 Annual Repor t 35 Notes to the Consolidated Financial Statements - (cont’d) 20152014 USD USD 9 INVESTMENT IN ASSOCIATE The Group has a 49% interest in Freddy Hirsch Group (Private) Limited an entity involved in the manufacture and selling of spices and packaging. Freddy Hirsch Group (Private) Limited - Unlisted shares at cost 148 700 148 700 - Post-acquisition distributable reserve 1 478 524 1 205 977 - Dividends received - (60 627) 1 627 224 1 294 050 Associate’s statement of financial position: Non-current assets 936 984 231 340 Current assets 3 082 364 3 071 516 Current liabilities (603 387) (567 259) Non-current liabilities (95 094) (94 679) Equity 3 320 867 2 640 918 Proportion of Group’s ownership 49% 49% Carrying amount of the investment 1 627 224 1 294 050 Associates revenue and profit Revenue 7 121 346 6 771 337 Cost of sales (4 900 071) (4 745 091) Other income 266 546 197 772 Administrative expenses (1 645 818) (1 649 194) Net finance income 109 612 41 430 Profit before tax 951 615 616 254 Income tax expense (271 667) (134 021) Profit for the year 679 948 482 233 Group’s share of profit for the year 333 174 236 294 - 183 546 The associate had no contingent liabilities or capital commitments as at 30 June 2015 or 2014. 10INVESTMENTS Unquoted investments at cost 36 The investment related to a receivable from the Reserve Bank Of Zimbabwe and was interest free. This investment was realised during the year. COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 20152014 USD USD 11 OTHER NON-CURRENT FINANCIAL ASSETS Goodcome (Private) Limited 181 373 181 373 The amount receivable from Goodcome (Private) Limited is unsecured, non interest bearing and is due by 30 June 2018. 12 BIOLOGICAL ASSETS 20152014 USD USD 12.1 NON-CURRENT At Cost: Opening balance 300 341 262 382 Increase due to purchases 165 244 160 810 Depreciation (198 297) (122 851) Closing balance 267 288 300 341 At Fair Value: Opening balance 1 074 360 996 456 Fair value gain 270 312 77 904 Closing balance 1 344 672 1 074 360 Total 1 611 960 1 374 701 Head Count 20152014 Pigs - At cost 318 269 Pigs - At fair value 4 303 3 369 Total 4 621 3 638 Depreciation is calculated on a straight line basis over the expected useful life. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 37 Notes to the Consolidated Financial Statements - (cont’d) 12.2 CURRENT Cattle Pigs Total USD USD USD Fair value at 30 June 2013 40 259 1 586 584 1 626 843 Purchases 318 415 - 318 415 Feed costs 54 290 7 320 017 7 374 307 Slaughter (85 991) (7 002 709) (7 088 700) Fair value adjustment 42 920 (544 241) (501 321) Fair value at 30 June 2014 369 893 1 359 651 1 729 544 Purchases 148 855 - 148 855 Feed costs - 6 488 722 6 488 722 Slaughter (428 928) (6 095 843) (6 524 771) Fair value adjustment (41 090) (122 577) (163 667) Fair value at 30 June 2015 48 730 1 629 953 1 678 683 2015 2014 Tons Tons Pig carcasses produced 4 365 4 554 Head count 2015 2014 Cattle 138 142 Pigs 28 724 23 136 No biological assets have been pledged as collateral for borrowings. 12.3 FAIR VALUE ADJUSTMENT 20152014 38 USD USD Fair value gain on non-current biological assets - pigs 270 312 77 904 Fair value loss on current biological assets - pigs (122 577) (544 241) 147 735 (466 337) Fair value (loss)/gain on current biological assets - cattle (41 090) 42 920 Total 106 645 (423 417) COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 12.4 MEASUREMENT OF FAIR VALUES Valuation Process The group engages independent consultants (veterinary doctors) to determine the estimated cold dressed mass (CDM) of live pigs at each age. The finance department then determine the fair value of the pigs by applying the market price per kg to the CDM. The Group Finance Director reviews the fair value calculated for reasonableness. Valuation Technique Type Valuation Technique Pigs - Comprising of weaners, growers, gilts, sows and boars Market comparison Technique. The valuation model is based on the price per kg of pork multipled by the CDM. Cattle - Comprising of cows, weaner heifers, weaner steers, bulling heifers, steers and calves and bulls Significant Unobservable Inputs Range Price per kg USD1.55 - USD2.55 Cold dressed mass discounting factor 62% - 76% Age of pigs 4 weeks - 21 weeks Weight of pigs 7kgs - 150kgs Market comparison Technique. The valuation model is based on the market price of cattle of similar age, weight and genetic make up. Fair Value Hierarchy Fair value gain or (loss) Level 1 Level 2 Level 3 Total Pigs - - 2 974 625 2 974 625 147 735 Cattle - 48 730 - 48 730 (41 090) Total - 48 730 2 974 625 3 023 355 106 645 Sensitivity Significant increases/(decreases) in price per kg in isolation would result in a significantly higher or lower fair value measurement. Significant increases/(decreases) in weight of pigs in isolation would result in a significantly higher or lower fair value measurement. 12.5 COMMITMENTS FOR THE DEVELOPMENT OR ACQUISITION OF BIOLOGICAL ASSETS The Group had not committed itself to acquiring any biological assets. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 39 Notes to the Consolidated Financial Statements - (cont’d) 20152014 USDUSD 13 INVENTORIES Fresh meat 2 694 261 2 995 237 Manufactured products 2 217 122 2 106 660 Engineering spares and tools 149 039 194 714 Other raw materials and packaging 1 456 621 1 468 918 Total inventories at the lower of cost and net realisable value 6 517 043 6 765 529 The amount of inventories recognised as an expense for the period was USD33 516 612 (2014: USD36 725 535). The amount of inventories written off and recognised as an expense is USD250 726 (2014: USD252 782) which is recognised in cost of sales. 14 ACCOUNTS RECEIVABLE Trade receivables - third party 2 175 900 1 958 353 Trade receivables - related parties 754 024 410 470 2 929 924 2 368 823 Other receivables 1 112 521 1 690 633 4 042 445 4 059 456 Allowance for credit losses (262 475) (262 450) 3 779 970 3 797 006 Other receivables mainly comprise prepayments. As at 30 June 2015 the ageing analysis of trade receivables was as follows: Past due but not impaired Total Neither past due nor impaired 30 - 60 days 60 - 90 days More than 90 days USD USD USD USD USD 2015 2 929 924 2 366 354 140 755 63 235 359 580 2014 2 368 823 1 997 325 62 310 45 304 263 884 Trade debtors are non-interest bearing and generally on up to 30 days credit. See Note 31.3 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. 20152014 USDUSD Reconciliation for allowance for credit losses on trade and other receivables is as follows: Opening balance 262 450 236 171 Charge for the year 19 030 108 038 Utilised during the year (19 005) (81 759) Closing balance 262 475 262 450 40 15 CASH AND BANK Cash at banks and on hand Cash at banks earns interest at floating rates based on daily bank deposit rates. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 8 270 331 10 036 264 Notes to the Consolidated Financial Statements - (cont’d) 16 20152014 USDUSD SHARE CAPITAL 16.1Authorised 200 000 000 ordinary shares of USD0.01 each 2 000 000 2 000 000 16.2 Issued and fully paid 159 040 884 ordinary shares of USD0.01 each 1 590 409 1 590 409 16.3 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 409 591 409 591 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 (2014: 40 959 116) ordinary shares have been placed at the disposal of the directors for an indefinite period. 17 DIVIDENDS PAID AND PROPOSED Paid during the year: Dividends on ordinary shares: Final dividend for 2014: 1.89 cents per share 3 005 873 - Interim dividend 2015: 0.50 cents per share (2014: 0.40 cents per share) 795 204 636 164 3 801 077 636 164 Proposed for approval at the annual general meeting (not recognised as a liability as at 30 June 2015) Dividends on ordinary shares: Final dividend for 2015: 1.80 cents per share (2014: 1.89 cents per share ) 18 MATERIAL PARTLY-OWNED SUBSIDIARIES Financial information of a subsidiary that has material non-controlling interests is provided below: Proportion of equity interest held by non-controlling interests: Associated Meat Packers (Private) Limited - 49.9% 2 862 736 3 005 873 1 496 582 1 155 313 441 070 541 798 Accumulated balances of material non-controlling interest: Profit allocated to material non-controlling interest: The summarised financial information of this subsidiary is provided below. This information is based on amounts before inter-company eliminations. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 41 Notes to the Consolidated Financial Statements - (cont’d) 20152014 USDUSD Summarised statement of profit or loss: Revenue 25 266 994 25 145 381 Cost of sales (20 019 953) (20 278 624) Gross profit 5 247 041 4 866 757 Other income 2 852 155 273 Administration expenses (4 035 409) (3 543 052) Interest expense (21 373) (20 027) Profit before tax 1 193 111 1 458 951 Income tax (309 203) (373 183) Profit for the year 883 908 1 085 768 Attributable to non-controlling interests 478 115 608 275 Dividends paid to non-controlling interests (99 800) (49 900) Summarised statement of financial position: Inventories, trade and other receivables and cash and bank balances (current) Property, plant and equipment and other non-current financial assets 2 181 731 1 905 813 Trade and other payables (current) (1 401 952) (1 335 207) Interest-bearing loans and borrowing and deferred tax liablilities (non current) (252 229) (466 168) Total equity 2 999 662 2 315 754 2 472 112 2 211 316 Attributable to equity holders of parent 1 380 295 1 074 702 Non-controlling interest 1 619 367 1 241 052 2 999 662 2 315 754 Summarised cash flow information Operating 1 435 007 524 221 Investing (589 884) (801 923) Financing (492 928) (187 511) Net increase/(decrease) in cash and cash equivalents 352 195 (465 213) 19 NET DEFERRED TAX LIABILITIES 19.1Reconciliation Opening balance 3 221 762 2 881 136 Charge for the year 281 938 340 626 Closing balance 3 503 700 3 221 762 19.2 Analysis of net deferred tax liabilities Accelerated depreciation for tax purposes 3 337 747 3 021 395 Fair value adjustments on biological assets 80 292 93 103 Unrealised exchange differences 9 944 8 053 Prepayments 70 977 129 027 Allowance for credit losses (88 667) (29 816) Conversion costs included in carrying amount of inventory 93 407 3 503 700 3 221 762 The net deferred tax liabilities are made up as follows: 42 Deferred tax assets Deferred tax liabilities 3 503 700 3 226 143 3 503 700 3 221 762 COLCOM HOLDINGS LIMITED 2015 Annual Repor t - (4 381) Notes to the Consolidated Financial Statements - (cont’d) 20152014 USDUSD 20 INTEREST-BEARING BORROWINGS Long term portion 452 225 901 150 Short term portion 446 667 446 667 898 892 1 347 817 The bank loan is from Standard Chartered Bank accrues interest at 9% per annum and is secured by guarantee by the parent company. The loan is repayable biannually over 3 years up to January 2017. 20.1 Borrowing powers Maximum permitted borrowings in terms of the Articles of Association 62 729 812 59 552 110 Total borrowings (898 892) (1 347 817) Unutilised borrowing capacity 61 830 920 58 204 293 The maximum permitted borrowing is twice the equity attributable to equity holders of the parent Banking Facilities As at 30 June 2015, total banking facilities in place amounted to USD5 900 000 of which USD893 333 had been utilised. Security Facilities are secured by guarantee by the parent company. 21 ACCOUNTS PAYABLE Trade payables - third party Trade payables - related parties 311 635 181 015 Other payables 2 344 304 2 415 588 6 819 458 6 268 728 671 303 736 113 3 533 519 3 672 125 Other payables mainly comprise payroll accruals, value added tax and accruals for utilities. Trade and other creditors are non-interest bearing and are normally settled on 30 day terms. 22PROVISIONS Leave pay Opening balance Charge for the year 223 348 248 712 Utilised during the year (251 890) (313 522) Closing balance 642 761 671 303 COLCOM HOLDINGS LIMITED 2015 Annual Repor t 43 Notes to the Consolidated Financial Statements - (cont’d) 20152014 USDUSD 23 CASH GENERATED FROM OPERATING ACTIVITIES BEFORE INTEREST AND TAX Profit before interest and tax 7 088 277 6 538 901 Depreciation on property, plant and equipment 1 963 330 1 794 132 Depreciation of biological assets 198 297 122 851 Fair value adjustment on biological assets (106 645) 423 417 Loss/(profit) on sale of plant and equipment 24 035 (77 132) Loss on disposal of investments 23 870 - Leave pay provision charged to profit or loss 223 348 248 712 Stock write offs 250 726 252 782 Unrealised exchange gain (38 616) (19 105) Allowances for credit losses 19 030 108 038 Bad debts written off 69 315 - Provision for obsolete stock 30 732 - Increase in biological assets (112 806) (604 022) (Increase)/decrease in inventories (32 972) 223 193 (Increase)/decrease in accounts receivable (71 309) 1 310 052 (Decrease)/increase in accounts payable (40 654) 927 341 Decrease in provision in leave pay (251 890) (313 523) 9 236 068 10 935 637 24 TAXATION PAID Opening balance 151 543 72 108 Income tax charge 1 658 234 1 507 100 Closing balance 13 314 (151 543) Cash amount paid 1 823 091 1 427 665 25 CONTINGENT LIABILITIES There are no contingent liabilities as at 30 June 2015. 26 CAPITAL COMMITMENTS Contracts and orders placed 673 065 950 651 Approved by the Directors but not yet contracted for 7 718 875 6 004 972 8 391 940 6 955 623 Expenditure will be funded from internal resources. 27 FUTURE LEASE COMMITMENTS - GROUP AS LESSEE The Group has entered into operating leases on certain properties. These leases have an average life of between six and ten 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: 20152014 USDUSD 44 Payable within one year 690 369 642 151 Payable between one and five years 961 328 1 212 140 Payable between six and ten years 545 274 395 930 2 196 971 2 250 221 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 28 FUTURE LEASE COMMITMENTS - GROUP AS LESSOR The Group has entered into commercial property leases on its property consisting of Group surplus office buildings. These noncancellable 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: 20152014 USDUSD Within one year After one year but no more than five years - 79 588 82 941 331 053 29 82 941 251 465 RELATED PARTY TRANSACTIONS 29.1 The consolidated financial statements include the financial statements of Colcom Holdings Limited and its subsidiaries and associates listed below: Nature of % equity relationship interest Colcom Foods Limited Subsidiary 100% Greatrift Delight (Private) Limited Subsidiary 100% Associated Meat Packers (Private) Limited Subsidiary 50.1% Gredal Enterprises (Private) Limited Subsidiary 50.5% Freddy Hirsch Group (Private) Limited Associate 49.0% 29.2 Innscor Africa Limited is the parent entity of Colcom Holdings Limited. 29.3 Related party transactions exist between Colcom Holdings Limited and the following companies: Hardwhite Trading (Private) Limited t/a Fast Foods Southern Region Innscor Africa Limited t/a Fast Foods(Northern) Harare Fellow subsidiary Innscor Africa t/a IFZ Central Kitchen Fellow subsidiary Fellow subsidiary Innscor Africa Bread Company Zimbabwe (Private) Limited t/a Innscor Bread Harare Fellow subsidiary Irvines Zimbabwe (Private) Limited Fellow subsidiary Katrice Investments Private Limited Fellow subsidiary National Foods Holdings Limited Fellow subsidiary Scopeserve Investments (Private) Limited t/a Groombridge SPAR Fellow subsidiary Spearhead Sales (Private) Limited t/a SPAR Mutare Fellow subsidiary Swissmart Investment (Private) Limited t/a Borrowdale Village SPAR Fellow subsidiary Bedra Enterprises (Private) Limited Fellow subsidiary SPAR Harare (Private) Limited t/a SPAR Eastern Region Fellow subsidiary New Style Pork (Proprietary) Ltd (SA) t/a Lynca Meats Controlled by key management personnel COLCOM HOLDINGS LIMITED 2015 Annual Repor t 45 Notes to the Consolidated Financial Statements - (cont’d) Sales to related parties 2015 USD Parent Company Freddy Hirsch Group (Private) Limited - 2014 USD Purchases from related parties 2015 USD 2014 USD - 360 000 360 000 97 195 122 1 149 568 1 679 627 560 170 639 576 1 110 732 925 860 651 629 481 301 1 159 132 94 Hardwhite Trading (Private) Limited t/a Fast Foods Southern Region - Innscor Africa Limited t/a Fast Foods (Northern) Harare Innscor Africa t/a IFZ Central Kitchen - 1 958 Innscor Africa Bread Company Zimbabwe Private Limited t/a Innscor Bread Harare Irvines Zimbabwe (Private) Limited Katrice Investments (Private) Limited - - - 3 078 316 227 454 334 984 39 390 23 053 726 238 766 363 - 323 059 349 389 - Borrowdale Village SPAR 465 201 388 078 - Bedra Enterprises (Private) Limited 202 512 - - 52 411 - - National Foods Holdings Limited 21 090 53 727 - 638 376 394 050 Scopeserve Investments (Private) Limited t/a Groombridge SPAR Spearhead Sales (Private) Limited t/a SPAR Mutare Swissmart Investment (Private) Limited t/a SPAR Harare (Private) Limited t/a SPAR Eastern Region New Style Pork (Proprietary) Ltd (SA) t/a Lynca Meats - 5 615 123 - 1 902 965 3 908 820 7 131 183 Amounts owed by related parties 2 508 494 Amounts owed to related parties 2015 2014 3 002 3 815 41 570 22 650 - - 92 412 51 630 - - 85 311 92 706 - - 131 072 132 870 USD Freddy Hirsch Group (Private) Limited USD 2015 USD 82 898 2014 USD 134 771 Hardwhite Trading (Private) Limited t/a Fast Foods Southern Region Innscor Africa Limited t/a Fast Food (Northern) Harare Innscor Africa t/a IFZ Central Kitchen Innscor Africa Bread Company Zimbabwe Private Limited t/a Innscor Bread Harare Irvines Zimbabwe (Private) Limited 226 125 - 8 270 - - 1 702 9 042 Katrice Investments (Private) Limited 8 055 12 724 National Foods Holdings Limited 4 754 3 247 33 337 20 751 - - 10 344 16 816 - - Borrowdale Village SPAR 26 615 16 989 - - Bedra Enterprises (Private) Limited 31 155 - - - 60 273 - - - 28 548 35 500 Scopeserve Investments (Private) Limited t/a Groombridge SPAR Spearhead Sales (Private) Limited t/a SPAR Mutare Swissmart Investment (Private) Limited t/a SPAR Harare (Private) Limited t/a SPAR Eastern Region New Style Pork (Proprietary) Ltd (SA) t/a Lynca Meats - 754 025 - 374 198 191 919 - 311 635 181 015 NOTES: Related party relationships exist between Directors, key management personnel and associates, subsidiary companies and joint ventures. All transactions are conducted at terms equivalent to those that prevail in arms length transactions. 46 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 2015 2014 USD USD 29.4 Compensation to key management: Short term benefits: Executive directors 550 729 576 574 Other key management 1 275 714 1 458 253 Post-employment pension benefits 192 778 141 737 2 019 221 2 176 564 Other key management are as outlined on page 6 of the annual report under Senior Management. 30 PENSION AND RETIREMENT PLAN 30.1 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 for all those who joined the fund prior to 1 June 2012 and 15% for new entrants after 1 June 2012. In both cases members contribute 7.5%. 30.2 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. 31 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial instruments comprise bank loans and overdrafts, forward cover contracts, cash and short-term deposits. The main purpose of these financial instruments is to raise finance for the Group’s operations or the management of foreign currency risk 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 from 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. 31.1 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. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 47 Notes to the Consolidated Financial Statements - (cont’d) Change in interest rate 20152014 USD USD +5% (3 596) (5 391) -5% 3 596 5 391 Effect on profit before tax 31.2 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 2015 the Group’s exposure to foreign exchange rate was as follows: 30 Jun 15 Liabilities Assets Net exposure South African Rand 997 946 British Pound 30 Jun 14 - 1 638 952 (641 006) 78 (78) South African Rand British Pound 964 404 - 521 882 442 522 30 (30) 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 Change in 20152014 Rand rate Effect on profit before tax USD USD +10% 5 242 (4 170) -10% (5 242) 4 170 The effect on equity is immaterial. 31.3 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. 48 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) 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. 31.4 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 2015 based on contractual undiscounted payments. Year ended 30 June 2015 Within Between More than 3 months 4 to 12 months 12 months Total USD USD USD USD 247 844 251 126 454 223 953 193 Interest bearing borrowings Trade and other accounts payable 5 963 436 217 752 - 6 181 188 TOTAL 6 211 280 468 878 454 223 7 134 381 Year ended 30 June 2014 Interest bearing borrowings 254 383 Trade and other accounts payable 6 268 728 TOTAL 6 523 111 294 465 1 034 033 1 582 881 - - 6 268 728 294 465 1 034 033 7 851 609 31.5 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, bio-security, vaccination to prevent infections and regular evaluation of prices. The fair value of biological assets has been determined in accordance with IFRS 13. In arriving at their estimates of fair value, the Directors have used their market knowledge, professional judgment and historical transactional comparables. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 49 Notes to the Consolidated Financial Statements - (cont’d) Pigs 2015 2014 Live weight estimates - kg 1 720 895 1 445 439 Cattle Live weight estimates - kg 30 611 223 296 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: 2015 2014 PigsUSDUSD Live weight 3% 106 677 88 333 Cattle Live weight 5% 2 437 32 EXCHANGE CONTROL Remittance of dividends is subject to Exchange Control approval. 18 495 33 FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated net fair values of all financial instruments, approximate the carrying amounts shown in the financial statements. 34 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. For the purpose of the Group’s capital management, capital includes issued capital, and all other equity reserves attributable to the equity holders of the parent 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. The Group monitors capital using a gearing ratio, which is interest-bearing debt as a percentage of equity attributable to equity holders of the parent. No changes were made to the objectives, policies or processes during the years ended 30 June 2014 and 30 June 2015. 20152014 Analysis of Capital Ratios: USD USD Interest bearing borrowings 898 892 1 347 817 Total equity attributable to equity holders of the parent 31 364 906 29 776 055 Gearing 2.9% 4.5% 35 SEGMENT INFORMATION 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 and chicken business involves the processing and marketing of beef products and trading of chicken products. 50 The other business segment includes share of profit of associate company and sales of ostrich skins, now effectively dormant. Management monitors the operating results of its business units separately for the purpose of making decisions about resource COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notes to the Consolidated Financial Statements - (cont’d) allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which is measured differently from operating profit or loss in the consolidated financial statements in that it excludes depreciation and fair value adjustments. 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 2015 Business Segments Beef & Pork Chicken Other Eliminations Group USD USD USD USD USD Revenue Inter - segment sales External Sales 1 700 271 2 620 082 - 39 898 612 24 679 994 7 240 (4 320 353) - 64 585 846 - 41 598 883 27 300 076 7 240 (4 320 353) 64 585 846 Operating profit/(loss) before depreciation 8 903 085 1 527 080 (26 310) (1 458 894) 8 944 962 Depreciation on property, plant & equipment 1 680 609 282 720 - - 1 963 330 Depreciation on biological assets 198 297 - - - 198 297 Equity accounted earnings - - 333 174 - 333 174 Profit/(loss) before taxation 8 087 284 1 193 111 (26 310) (1 458 894) 7 795 191 Segment assets 40 003 911 4 653 843 130 264 (513 337) 44 274 681 Segment liabilities 10 083 370 1 654 181 17 564 (520 304) 11 234 811 Capital expenditure 4 594 941 624 203 - 30 June 2014 - 5 219 144 Revenue Inter - segment sales External Sales 1 555 717 807 476 - 42 229 390 24 337 905 - (2 363 193) - 66 567 295 - 43 785 107 25 145 381 - (2 363 193) 66 567 295 Operating profit/(loss) before depreciation 7 130 709 1 675 962 (120) (50 100) 8 756 451 Depreciation on property, plant & equipment 1 573 911 220 221 - - 1 794 132 Depreciation on biological assets 122 851 - - - 122 851 Equity accounted earnings - - 236 294 - 236 294 Profit/(loss) before taxation 5 636 223 1 458 951 (120) (50 100) 7 044 954 Segment assets 38 890 858 4 103 974 313 465 (450 035) 42 858 262 Segment liabilities 10 266 862 1 788 219 174 455 (564 002) 11 665 534 Capital expenditure 3 022 466 852 020 - - 3 874 486 36 EVENTS AFTER REPORTING DATE There have been no significant events after reporting date which affect these financial statements. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 51 Company Statement of Financial Position As at 30 June 2015 COMPANY 2015 2014 Notes USD USD A 1 575 959 1 575 959 B 14 450 14 450 1 590 409 1 590 409 1 590 409 1 590 409 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 Share capital Total equity DIRECTORS J Koumides T T Kumalo Harare 3 October 2015 Notes A. INVESTMENT IN SUBSIDIARY This represents a 100% Shareholding in Colcom Foods Limited. B. ACCOUNTS RECEIVABLE 52 The amount is receivable from Colcom Foods Limited. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 16 Shareholders’ Analysis As at 30 June 2015 Shareholding Distribution Range Shares % Holders % 1-5000 1 771 604 1.11 1 905 85.62 5001 - 10000 1 022 500 0.64 144 6.47 10001 - 25000 1 451 624 0.91 92 4.13 25001 - 50000 1 166 255 0.73 34 1.53 50001 - 100000 1 312 704 0.83 18 0.81 100001 - 500000 1 924 408 1.21 13 0.58 200001- 500000 2 644 090 1.66 9 0.40 500001 - 1000000 2 413 892 1.52 4 0.18 1 000 001 and over 145 333 807 91.39 6 0.28 TOTAL 159 040 884 100.00 2 225 100.00 June 2015 CATEGORY June 2014 No. of shares % No. of shares % 3 233 752 2.0 3 329 024 2.1 128 901 641 81.0 128 964 359 81.2 Banks and nominees 3 005 696 1.9 2 907 311 1.8 Insurance companies 15 528 824 9.8 15 551 032 9.8 Pension funds 5 259 361 3.3 5 213 765 3.2 Non-residents 3 111 610 2.0 3 075 393 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 638 employees in the Company’s profits. TOP TEN SHAREHOLDERS June 2015 June 2014 No. of shares % % 126 071 739 79.27 79.27 13 447 260 8.46 8.45 Old Mutual Zimbabwe Limited 2 000 000 1.26 1.26 Zesa Staff Pension Fund 1 485 000 0.93 0.93 The Industrial Fund For Developing Countries 1 238 390 0.78 0.78 Norsad Finance Limited Nnr 1 107 451 0.70 0.70 Communication And Allied Industries Pension Fund 704 410 0.44 0.38 Colcom Employee Investments Company (Private) Limited 619 381 0.39 0.38 National Social Security Authority (Nps) 617 877 0.39 0.39 Stanbic Nominees (Private) Limited - Nnr 594 736 0.37 0.27 11 154 640 7.01 7.19 159 040 884 100.00 100.00 Name Innscor Africa Limited Old Mutual Life Assurance Company Zimbabwe Limited Other COLCOM HOLDINGS LIMITED 2015 Annual Repor t 53 Shareholders’ Analysis - (cont’d) Directors' shareholding At 30 June 2015 the Directors held directly or indirectly the following shares in the Company: 2015 2014 - - 128 128 B. Fairlie 200 000 100 000 A. Fourie - - 40 550 40 550 D. Long - - J. P. Schonken - - 207 230 220 738 J. Koumides P. Chapendama T. T. Kumalo C. Tumazos There have not been any changes in the Directors’ interests in shares of the Company between 30 June 2015 and the date of this report. 54 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Notice to Shareholders Notice is hereby given that the Seventy-fourth 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 13 November 2015 at 9.00 am for the following purposes: ORDINARY BUSINESS 1. To receive and consider the annual financial statements for the year ended 30 June 2015, together with the report of the Directors and the Auditors thereon. 2. To re-elect retiring Directors: Mr J Koumidies and Mrs P Chapendama who retire by rotation and being eligible they offer themselves for re-election. 3. To approve Directors fees for the financial year ended 30 June 2015. 4. To approve the remuneration of the auditors’ for the financial year ended 30 June 2015 and reappoint Ernst & Young of Harare as auditors of the Company until the conclusion on the next Annual General Meeting. SPECIAL BUSINESS 5. 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. 6. 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.” Any Other Business 7. To transact any other business competent to be dealt with at the Annual General Meeting. COLCOM HOLDINGS LIMITED 2015 Annual Repor t 55 Notice to Shareholders 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 A. Lorimer Company Secretary30 September 2015 56 COLCOM HOLDINGS LIMITED 2015 Annual Repor t Shareholders’ Calendar Seventy-fourth Annual General Meeting ANTICIPATED DATES 13 November 2015 Interim reports - 6 months to 31 December 2015 - 12 months to 30 June 2016 March 2016 Annual Report published October 2016 Seventy-fifth Annual General Meeting November 2016 September 2016 COLCOM HOLDINGS LIMITED 2015 Annual Repor t 57