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