notes to consolidated financial statements

Transcription

06 CORPORATE INFORMATION
06 MISSION
09 CHAIRMAN’S STATEMENT
10 BOARD of directors
14 DIRECTORS’ REPORT
18 MANAGEMENT Team
21 AUDITOR’S REPORT
22 FINANCIAL REVIEW
6
GROWING...CARING...SERVING
CORPORATE
PROFILE
THE WINFRESH GROUP
MISSION
The Winfresh Group comprises the parent company, Winfresh Limited, together with the
following subsidiary undertakings and associated companies:
To serve our customers with a range of high
quality products and services at just prices, to
pay fair prices to our suppliers and to return
fair value to our shareholders.
Subsidiary Companies
1. Winfresh (UK) Limited
2. Winfruit Ltd (Subsidiary company of Winfresh (UK) Limited)
3. Vincyfresh Limited
4. Sunfresh Limited
We aim to do so by working in partnership with
our suppliers in a manner that is socially and
morally responsible and commands respect
for our integrity and the positive contributions
we make to the societies we serve.
Associated Company
5. Windward Isles Banana Company (UK) Ltd
(Associated company of Winfresh [UK] Limited)
6. Windward Isles Banana Company Holdings (Jersey) Limited
SHAREHOLDERS
The shareholders of Winfresh are the Governments of the four Windward Islands, Saint Lucia, Dominica, St. Vincent and the Grenadines and
Grenada; Saint Lucia Agricultural Holding Company (“SLAHC”), Dominica Banana Holding Company (“DBHC”); St Vincent Banana Growers’
Association (“SVBGA”) and the Grenada Banana Co-operative Society (“GBCS”). SVBGA and GBCS have been dissolved and the shares held
by them are to be transferred in accordance with the provisions of the Shareholders’ Agreement.
GROUP DIRECTORS
Montgomery Daniel - Chairman
Cecil Ryan
Vanoulst Jno Charles
Deles Warrington
James Fletcher
Eustace Vitalis
Renwick Rose
Sonya Sally Anne Bagwhan-Logie
Simon Stiell
Bernard Cornibert (Winfresh UK only)
Martina Edwin (Winfresh UK only)
GROUP EXECUTIVES
Bernard Cornibert Martina Edwin Roy Hugh Phil Collins
Ashley James
Errol Reid
Denise Kamal
Chief Executive
Company Secretary
Sales & Marketing Director
Procurement Director
Operations Director
Technical Director
Acting Finance Director
7
REGISTERED ADDRESSES
AUDITORS
Winfresh Limited
Reg. No. 47 of 1994
99 Chaussee Road, Castries, Saint Lucia WI
Sunfresh Limited
Reg. No. 318 of 2010
Cul de Sac, Castries, Saint Lucia WI
Price Bailey LLP
3rd Floor, 24 Old Bond Street,
London, W1S 4AP, United Kingdom
Winfresh (UK) Limited
Reg. No: 2929097
Winfruit Limited
Reg. No: 2929097
BUSINESS ADDRESSES
Winfresh Limited
Agricultural Complex, Odsan, P O Box 115,
Castries, Saint Lucia WI
Telephone
+1 758 457-8600
Fax +1 758 453-1638
Sunfresh Limited
Cul de Sac, P O Box JB39,
Telephone
+1 758 451-5785
Fax +1 758 451-5607
Winfresh UK
High Cross Lane East, Little Canfield,
Essex, CM6 1TH, United Kingdom
Telephone
+44 (0) 1371 877 000
Fax +44 (0) 1371 873 531
Winfruit Limited
High Cross Lane East, Little Canfield,
Essex, CM6 1TH, United Kingdom
Telephone
+44 (0) 1371 877 000
Fax +44 (0) 1371 873 531
E-Mail
[email protected]
Web
www.winfresh.net
BANKERS
Bank of St Lucia
Bridge Street, P O Box 1031,
Barclays Bank Plc
50 Pall Mall, London,
SW1Y 5AX, United Kingdom
Crown Agents Bank
St. Nicholas House, Sutton,
Surrey, SM1 1EL, United Kingdom
SOLICITORS
Caribbean Law offices
99 Chaussee Road, P O Box 835,
Tees Solicitors
High Street, Bishop’s Stortford,
Hertfordshire, CM23 2LU
Bond Pearce LLP
Oceana House, 39-49 Commercial Road,
Southampton, SO15 1GA, United Kingdom
9
Chairman’s
Statement
Winfresh has improved on the performance of its principal trading activity in 2012. Total revenue from trading was
marginally down but the trading loss was very significantly reduced. We are pleased that the earnings from trading
are moving in the right direction but we understand that this is no time for the Company to relax. Indeed, much have
been done and achieved in reducing cost and improving efficiency across the supply chain but the process will not
stop there. Work will continue to ensure that the fortunes of the Group are comprehensively turned around.
The performance of the Group, overall, remained frustratingly disappointing. The scale of the drop in the overall
Group result and its implications for retained earnings and shareholder value is understandable but remains a matter
of deep concern to the Board. The comprehensive result is heavily skewed towards the performance of the Geest
joint venture companies, where the company has a significant investment. In 2010 and, again, in 2012 the company
has had to write down, substantially, the carrying value of that investment. The impact on the Company’s results
and, consequently, on shareholders’ equity has been phenomenal. The Board is mindful of the $ 92.016 million
(62.4%) drop in shareholder value over the five years to 2012, largely as a result of the diminution in the value of the
investment in the Geest joint venture.
The supplies problems of the Windward Islands banana industry
caused by Tropical Storm Tomas and Black Sigatoka disease in
2010/2011, hopefully, are behind us. The Company must now move
with full steam, with the support of the other stakeholders, to drive the
Core Grower Programme to enable the Windwards banana industry to
“stay on top of its game” and to deliver customer quality and volume
requirements consistently.
The Group will also move with renewed determination in pushing its
diversification plans. The areas or parts of the business that are weak
or underperforming will be dealt with appropriately to ensure that the
business as a whole moves ahead. 2012 is now behind us but 2013
will be a watershed for the Company and subsidiaries and joint venture
companies.
Notwithstanding the difficulties and setbacks, the Winfresh Group will
accelerate the rolling out of its new products in 2013/14. In particular,
we should see the new and innovative “fruitful” by Winfruit Limited going
to market with a bang very soon.
Much as we are excited about the growth prospects for the Group,
we are equally committed to and passionate about the Group’s ties
with the agricultural sector in the Windward Islands. Winfresh is
a leading player in export marketing and distribution in the sector.
It is important that the Company seeks not just to maintain but
to enhance that position, through its crop diversification and
agro-processing initiatives. To that end, Winfresh needs the
understanding and support of all its stakeholders, particularly the
shareholder Governments, as it makes the difficult transition from a
single to a multi product company.
I take the opportunity to thank the board, management and staff
across the Group for their dedication and service to the Group and
their stakeholders and for ensuring that the Winfresh ship remained
afloat amid the persistently rough waters.
Montgomery Daniel
CHAIRMAN
11
14
DIRECTORS’
REPORT
The Directors present their report and consolidated financial statements, in Eastern Caribbean Dollars (XCD), for the Winfresh Group for the
period ended 31 December 2011. The Eastern Caribbean Dollar is fixed to the US Dollar (USD) at the rate of USD 1 = XCD 2.70.
DIRECTORS WHO SERVED DURING THE YEAR
Montgomery Daniel - Chairman
Cosmos Richardson (resigned on 15th March 2012)
Cecil Ryan James Fletcher (appointed on 15th March 2012)
Vanoulst Jno Charles
Eustace Vitalis (appointed on 15th March 2012)
Deles Warrington
Renwick Rose (appointed on 15th March 2012)
Ferron LoweBernard Cornibert—Winfresh UK only
Gemma Bain-ThomasMartina Edwin—Winfresh UK only
Peter Josie (resigned on 15th March 2012)
RESULTS AND DIVIDENDS
The Group’s results for the period are set out in the statement
of comprehensive income on pages [22] and [23]. The Group’s
consolidated earnings from operations on its core activities before
taxation was a loss of $ 2,964,146, compared to a loss of $ 16,909,424
for the previous year. Although still on the wrong side to the earnings
mark, the results were trending in the right direction.
However, the total comprehensive earnings, after taxation and
inclusion of share of earnings from joint ventures, was a reduced to
a loss of $ 49,662,607, compared to a loss of $ 13,047,252 in the
previous year, of which $ 50,543,413 was attributable to the owners
of the company, against the loss of $ 10,794,480 for previous year.
Of the consolidated Group loss, £48,365,703 (97.4%) was attributable
to losses from joint ventures and associates, the bulk of which was
due to goodwill write down in the joint venture company, Windward
Isles Banana Company (UK) Limited (“WIBUK”)
The Directors do not recommend payment of a dividend for the period.
OPERATING AND FINANCIAL REVIEW:
The Business of the Group
The Group’s activities involve organising the sale of fresh produce
in the United Kingdom under the Winfresh brand and customer own
labels. The Group have traded principally in bananas. The produce
is sourced largely from the Windward Islands and other Caribbean
countries. Activities include purchasing ex works and loading of the
produce in the Windward Islands and shipment to the United Kingdom
as well as direct importation, FOB or CIF, from other countries. In
the case of bananas, these are processed at the Group’s banana
ripening facility at Stansted for distribution and sale to supermarket
retailers and secondary wholesalers in the food markets.
In addition, the Group have been involved in:
•
The production and sales of bottled water and a range of
processed foods and juices and beverages, and
•
The development, production, marketing and distribution of
non-dairy freezer fruit dessert, and
15
5 years summary
Changes
2011-12
2012
EC$’000
2011
EC$’000
2010
EC$’000
2009
EC$’000
2008
EC$’000
Trading Revenue
(excluding share of joint ventures)
-3.4%
206,037
213,398
242,500
270,507
252,775
Profit/(Loss) before adjustments
67.0%
(5,685)
(17,244)
(21,489)
(8,159)
(10,419)
Profit/(Loss) before taxation
82.5%
(2,964)
(16,909)
(45,040)
9,350
(25,156)
-208.6%
(49,663)
(10,403)
(44,793)
11,198
(19,039)
-50.2%
44,723
89,871
108,516
158,424
147,206
84.1%
55,364
106,787
117,062
170,654
147,367
-48.1%
5.54
10.68
11.71
17.07
14.74
Comprehensive Profit/(Loss) after taxation
(including share of joint ventures)
Retained Earnings
Shareholders’ Equity
Equity Value per share
OPERATING AND FINANCIAL REVIEW: Business
Performance, Principal Risks and Uncertainties
Notwithstanding what might seem as a disappointing overall
performance for the period, the turnaround in the EBIT from the core
activities has been significant. The core business has struggled in
the last few years from the severe challenges with which the Group
have had to cope, particularly with banana supplies from the Windward
Islands, but from all indications the Group appear to have turned the
corner, at least for now, on those supplies difficulties.
The competitive pressures in the fresh produce industry in particular and
it the retail trade generally, have had and continues to have a significant
negative influence on market prices. This continuing deflationary
pressure on prices is completely out of sync with the inflationary push
on the cost side. Calls in the trade for more realistic pricing have gone
largely unheeded but this remains one of the biggest challenges facing
the core business and the fresh produce trade generally.
The Group have had some success in resolving some of the supply
issues with their principal sources in the Caribbean, which largely have
been responsible for the recent loss from operations. However,
there is still more that can and will be done to minimise the risk and
threats to supplies posed by hurricanes and crop diseases and
their impact on the Group’s year to year performance.
Total volume of bananas purchased from the Windwards Islands
was 35.5% higher in the period under review than in the previous
period. This is by no means a significant increase considering
the extent of the damages inflicted on banana industry by
Tropical Storm Tomas and outbreak of Black Sigatoka disease as
production was recovering from the storm. The recovery has been
slow because of the prolonged impact of the disease. Banana
volumes from the Windward Islands accounted for 23.5% of the
Group’s total purchase, compared to 16.9% in the previous period.
There was a 6.7% drop in the total cost of sales in the period
compared to the previous period. The reduction was attributed
largely to a drop in throughput and sales volumes. Total goods
cost during the period was 6.2% lower than in the previous period
but average cost was broadly in line with the that of the previous
period.
16
Fairtrade bananas has been a significant part of the Group’s
product offer, with Fairtrade accounting for more than 90%
of its total banana volume sales in the period. Therefore,
the increases in the FLO minimum FOB prices of Fairtrade
bananas, during the period, have had some impact on the cost
of goods, notwithstanding the reduction in the total cost.
The total value of sales for the period was down by 3.6%, from
the previous period. The drop was smaller than the reduction in
the total cost of sales and the percentage reduction in fruit cost.
This meant that average sales price was only marginally higher
than in the previous period.
While there was less disruption in supplies from the Group’s
Caribbean sources, the vulnerability of the banana production
in that region to short term weather and disease problems
means that the Group remain exposed to the risks associated
with intermittent supply problems.
More generally, the business is exposed to risks and
uncertainties associated with unpredictability in movements
of energy costs and currency rates. This is not unique to the
Group but applies to the banana trade in general. The Group
have been monitoring those hazards and have put in place
appropriate arrangements to reduce the exposure of the
business and to act in a timely manner to mitigate potential
losses.
The growing pressure on prices has caused the Group to focus
ever more on costs reduction and efficiency improvement. The
result has been a 28.2% reduction in the cost administration
and general expenses from the previous period..
The Group’s plans to introduce new products on the market
have been further delayed, while work continued to ensure that
risk of market failure is minimised.
Bananas still accounted for more than 90% of the Group’s total
turnover in the period under review. However, the Group have
been in discussion with interested parties on options for the
utilisation of the two new modules at the Stansted facility.
FUTURE DEVELOPMENTS: Objectives and
Strategy
The Fairtrade labelling Organisation (FLO) did not announce
any increase in the minimum prices to be paid for Fairtrade
bananas for the next period. However, it is expected that new
price increases will come into effect in January 2014. The Group continue
to be concerned at the widening price gap between the bananas from
Windward Islands and those from other origins. Also, it is a matter of
concern to the Group that Fairtrade bananas from small holder farmers,
like those of the Windward Islands, are being displaced in the market by
Fairtrade bananas from plantation farmers, who qualify under the FLO
hired labour scheme. There is a significant risk that Fairtrade, which
was once seen as the saviour for small holder (family) farmers, will
begin to have unintended but serious negative consequences for those
farmers. The Group fear that the Windward Islands banana farmers
could be the first casualties of this policy.
The Group are in the concluding stages with a third party manufacturer
for production of its dairy-free freezer fruit desert, “fruitful” on a
significant scale. This innovative product is a magical mix of fruit made
with 100% ingredients of natural origin. Consumers buying premium
brands in that category have already given the product very positive
reviews and amazed at its creamy texture given that it is 100% dairy
free and virtually fat free. The Directors remain confident about the
market prospects of the product which will be unveiled soon.
Subject to the completion of some internal structuring within the Group
the plans to launch the product into the market in 2013 remains on
course.
The Group will explore all opportunities and pursue vigorously its
ongoing discussions on the full utilisation of the remaining modules at
the expanded facility in Stansted.
Despite the setbacks, the Group directors are confident that the Group
will be able to achieve its objectives of taking most of its new range of
products to market 2013.
EMPLOYEES AND EMPLOYEE INVOLVEMENT
During the year the Group’s policy of providing employees with
information about the Group continued through announcements and
briefings in which the employees have also been encouraged to present
their suggestions and views on the Group’s operations.
CREDITOR PAYMENT POLICY AND PRACTICE
The Group’s policy concerning the payment of trade payables (creditors)
is to agree the terms of payment with its suppliers when agreeing the
terms of each contract; to ensure that suppliers are made aware of
these terms by inclusion of the relevant terms in supply contracts where
appropriate; and to pay its trade payables in accordance with those
17
contractual obligations. On average and based on the results for the
entire period, trade payables at the statement of financial position date
represented an average of 25 days.
POST BALANCE SHEET EVENTS
There were no significant events after the balance sheet date affecting
the Group or the company, which have not been disclosed in the
consolidated financial statements.
AUDITORS
In accordance with the company’s articles, a resolution proposing that
Price Bailey LLP be appointed as auditors of the company will be put to
the General Meeting.
STATEMENT OF DISCLOSURE OF
INFORMATION TO AUDITORS
The Directors who held office at the date of approval of this Directors’
report confirm that:
(a)
So far as the Directors are aware, all relevant audit information was disclosed to the Group’s auditors and there is none of which they were uninformed.
(b)
The Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Group’s auditors are aware of that information.
By the Order of the Board
Martina Edwin
COMPANY SECRETARY
Approved by the Board of Directors on 27th July 2013
21
August 24, 2012
Price Bailey
Causeway House
1 Dane Street
Bishop’s Stortford
Hertfordshire
CM23 3BT
Tel: +44 (0)1279 755888
Fax: +44 (0)1279 755417
Independent Auditor’s Report
TO THE SHAREHOLDERS OF WINFRESH LIMITED
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Winfresh Limited which comprise the consolidated statement of
financial position as of December 29, 2012, consolidated statement of comprehensive income, consolidated Statement of changes in equity, and
consolidated statement of cash flows for the period then ended and a summary of significant accounting policies and other explanatory notes.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International
Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have 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 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 judgement, 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 control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, 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 accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December
29, 2012 and of its financial performance and its cash flows for the period ended in accordance with International Financial Reporting Standards.
G Llewellyn Gill & Co
(for and on behalf of Price Bailey)
Chartered Accountants
Castries, Saint Lucia
22
Winfresh
Limited
WINFRESH
LIMITED
Consolidated statement of comprehensive income
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
DECEMBER
FORFOR
THE THE
YEARYEAR
ENDEDENDED
DECEMBER
29, 2012 29, 2012
(expressed in Eastern Caribbean dollars)
(Expressed in Eastern Caribbean Dollars)
January 1
2012
to
December 29
2012
$
January 2
2011
to
December 31
2011
$
206,036,714
213,398,228
(187,751,114)
(201,269,090)
18,285,600
12,129,138
Distribution and selling
(12,278,003)
(13,093,794)
Administrative and general expenses
(11,692,643)
(16,279,032)
(5,685,046)
(17,243,688)
(2,245,141)
(1,086,765)
Other gains/(losses), net (Note 22)
3,933,045
141,567
Other income (Note 23)
1,032,996
1,279,462
(2,964,146)
(16,909,424)
Share of (loss)/profit in joint ventures and associates (Note
15)
(48,365,703)
8,594,215
Loss before income tax
(51,329,849)
(8,315,209)
(893,370)
(2,088,183)
(52,223,219)
(10,403,392)
(53,104,025)
880,806
(8,150,620)
(2,252,772)
(52,223,219)
(10,403,392)
Revenue
Sales of goods
Cost of goods sold
Profit from trading
Finance costs (Note 21)
Loss before share of profit in joint ventures, associates
and income tax
Income tax expense (Note 28)
Loss for the period
Loss after taxation attributable to:
Owners of the company
Non-controlling interest
-3-
23
Winfresh Limited
WINFRESH LIMITED
Consolidated statement of comprehensive income
CONSOLIDATED
STATEMENT
COMPREHENSIVE
INCOME
FOR THE YEAR
ENDEDOF
DECEMBER
29, 2012
FOR(expressed
THE YEAR ENDED
DECEMBER
29,
2012
in Eastern Caribbean dollars)
Loss for the period
Other comprehensive gains/(losses)
Currency movement for the period
Share of joint venture actuarial losses on defined benefit
pension plans (Note 15)
Total comprehensive loss for the period
January 1
2012
to
December 29
2012
$
January 2
2011
to
December 31
2011
$
(52,223,219)
(10,403,392)
3,632,233
(1,071,621)
(985,805)
(1,658,055)
(49,662,607)
(13,047,252)
(50,543,413)
880,806
(10,794,480)
(2,252,772)
(49,662,607)
(13,047,252)
Total comprehensive loss attributable to:
Owners of the company
-4-
24
Winfresh
Limited
WINFRESH LIMITED
Consolidated
statement of changes in equity
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR
THEPERIOD
PERIODENDED
ENDED
DECEMBER
2012
FOR THE
DECEMBER
29, 29,
2012
(expressed
Share
capital
$
Balance at January 2, 2011
Comprehensive loss:
Loss for the year after taxation
Share of actuarial loss of joint
venture's defined benefit pension
scheme
20,000,000
Contributed
Currency
capital translation
reserves
$
$
Retained
earnings
Total
$
$
303,217 (11,756,710) 108,382,310 116,928,817
-
-
- (10,403,392) (10,403,392)
- (1,658,055) (1,658,055)
Total comprehensive loss
-
-
- (12,061,447) (12,061,447)
Other comprehensive loss:
year
-
-
(985,805)
Total comprehensive income
-
-
(985,805) (12,061,447) (13,047,252)
Transactions with owners:
Amortisation of contributed capital
-
(30,322)
Balance at December 31, 2011
-
-
30,322
(985,805)
-
20,000,000
272,895 (12,742,515) 96,351,185 103,881,565
20,000,000
272,895 (12,742,515) 98,870,859 106,401,239
Attributable to:
Owners of the parent company
385,796
106,787,035
25
Winfresh Limited
WINFRESH LIMITED
Consolidated
statement of changes in equity
(continued)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR
THEPERIOD
YEARENDED
ENDED
DECEMBER
29, 2012
FOR THE
DECEMBER
29, 2012
(expressed
in Caribbean
Eastern
Caribbean dollars)
(Expressed in Eastern
Dollars)
Share
capital
$
Balance at January 1, 2012
Comprehensive loss:
Loss for the year after taxation
Share of actuarial loss of joint
venture's defined benefit pension
scheme
Contributed
Currency
capital translation
reserves
$
$
20,000,000
Retained
earnings
Total
$
$
272,895 (12,742,515) 96,351,185 103,881,565
-
-
- (52,223,219) (52,223,219)
(1,071,621) (1,071,621)
-
-
- (53,294,840) (53,294,840)
Other comprehensive income:
-
-
3,632,233
Total comprehensive income/(loss)
-
-
3,632,233 (53,294,840) (49,662,607)
Transactions with owners:
Amortisation of contributed capital
Adjustment for minority interest
-
(27,290)
-
-
27,290
133,451
133,451
-
(27,290)
-
160,741
133,451
20,000,000
245,605
(9,110,282) 43,217,086
54,352,409
20,000,000
245,605
(9,110,282) 44,722,503
55,857,826
Balance at December 29, 2012
-
3,632,233
Attributable to:
Owners of the parent company
(483,398)
55,374,428
-6-
26
Winfresh Limited
WINFRESH LIMITED
Consolidated
statement of Financial Position
As
OF DECEMBER
29, 2012
CONSOLIDATED
STATEMENT
OF FINANCIAL POSITION
AS
OF
DECEMBER
29,
2012
December 29
2012
$
December 31
2011
$
7,608,437
1,280,644
22,374,032
10,291,815
4,507,130
479,405
9,380,019
1,233,120
24,562,013
7,953,475
4,439,375
524,415
46,541,463
48,092,417
908,253
1,015,734
2,619,661
44,872,848
11,817,159
2,654,000
976,008
930,756
2,534,606
47,300,729
56,742,144
2,936,329
110,429,118
159,512,989
31,838,697
22,394,918
121,075
2,797,074
21,650,693
-
54,354,690
24,447,767
700,000
28,278,187
55,054,690
52,725,954
Assets
Current assets
Cash and cash equivalents (Note 6)
Held-to-maturity financial assets (Note 7)
Trade and other receivables (Note 8)
Inventories (Note 10)
Due from related parties (Note 11)
Deferred tax asset (Note 19)
Non-current assets
Due from related parties (Note 11)
Other receivables (Note 12)
Intangible fixed assets (Note 13)
Property, plant and equipment (Note 14)
Investments in joint ventures and associates (Note 15)
Other investments (Note 16)
Total assets
Liabilities
Current liabilities
Bank loans and overdrafts (Note 6)
Trade and other payables (Note 17)
Income tax payable
Non-current liabilities
Loans and borrowings (Note 18)
Total liabilities
-7-
27
Winfresh Limited
Consolidated
statement of Financial Position
WINFRESH LIMITED
(continued)
CONSOLIDATED
STATEMENT
OF FINANCIAL POSITION (CONTINUED)
As
OF DECEMBER
29, 2012
AS
OF
DECEMBER
29,
2012
December 29
2012
$
December 31
2011
$
Share capital (Note 20)
Contributed capital and reserves
Currency translation reserve
Retained earnings
20,000,000
245,605
(9,110,282)
44,722,503
20,000,000
272,895
(12,742,515)
98,870,859
Non-controlling interest (Note 25)
55,857,826
(483,398)
106,401,239
385,796
Total equity
55,374,428
106,787,035
110,429,118
159,512,989
Equity
Total liabilities and shareholders' equity
Approved by the Board of Directors on .........................................
........................................
Approved
by the Board of Directors on 27 June 2013.
.....................................
Name: ........................................
Director
Name: ........................................
Director
____________________________
____________________________
J L Fletcher
Director
Eustace Vitalis
Director
28
Winfresh Limited
Consolidated statement of cash flows
WINFRESH LIMITED
FOR THE YEAR ENDED DECEMBER 29, 2012
CONSOLIDATED STATEMENT OF CASH FLOWS
December 29
2012
$
December 31
2011
$
(51,329,849)
(8,315,209)
4,080,247
(1,784,955)
(7,860)
(91,422)
48,244,267
362,674
(1,748,250)
1,546,350
3,754,313
27,575
3,116
19,355
(403,373)
(8,594,215)
1,085,089
(728,798)
(12,423,349)
2,187,981
(2,338,340)
(84,978)
632,894
(1,559,454)
72,312
1,379,244
215,144
(331,241)
(12,316,103)
Income tax refund
Interest paid
(1,546,350)
2,440
(1,085,088)
Net cash used in operating activities
(1,877,591)
(13,398,751)
Cash flows from investing activities
Payments to acquire property, plant and equipment
Increase in other investments
Interest received
Dividends received
Proceeds from disposal of property, plant and equipment
(813,474)
(47,524)
91,442
76,298
(15,411,079)
(38,815)
403,373
2,096,150
166,388
Net cash used in investing activities
(693,258)
(12,783,983)
Cash flows from operating activities
Loss for the period
Adjustments for:
Depreciation (Note 13 and 14)
Unrealised exchange gain
Gain on disposal of property, plant and equipment
Loss on disposal of trademarks
Interest income
Share of loss/(profit) in joint ventures and associates (Note 15)
Impairment of property, plant and machinery (Note 22)
Discount on acquisition of subsidiary
Finance costs
Operating loss before working capital changes
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventories
Decrease in amounts due from related parties
Increase/(decrease) in trade and other payables
Cash used in operating activities
29
Winfresh Limited
WINFRESH LIMITED
Consolidated
statement of cash flows (continued)
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
December 29
2012
$
December 31
2011
$
Cash flows from financing activities
New bank loan
Loan from related party
Loan repayment
(9,897)
21,178,406
40,031
-
Net cash generated from investing activities
(9,897)
21,218,437
(2,580,746)
6,582,945
(4,964,297)
11,547,242
4,002,199
6,582,945
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period (Note 6)
30
WINFRESH
LIMITED
Winfresh
Limited
Notes to consolidated financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of DECEMBER
DECEMBER
29, 2012 29, 2012
1
General information
Incorporation
These consolidated financial statements include the financial statements of Winfresh Limited (the
Company) and its subsidiary companies, Winfresh UK Limited, Winfruit Limited, Vincyfresh Limited and
Sunfresh Limited.
Winfresh Limited was incorporated under the laws of Saint Lucia and continued under the Company's
Act, 1996. The Company commenced trading effective January 1, 1995 with the takeover of the
operations formally undertaken by Windward Islands Banana Growers' Association ("WINBAN").
Winfresh (UK) Limited was incorporated under the Companies Act 1985 of the United Kingdom and
commenced trading in May 1994 and is a wholly owned subsidiary of Winfresh Limited.
Winfruit Limited was incorporated under Companies Act 2006 of the United Kingdom and commenced
trading in December 2008. Winfresh (UK) Limited has a 75% holding of the ordinary shares of the
company.
Vincyfresh Limited was incorporated under the 1994 Companies Act of Saint Vincent and the Grenadines
as Lauders Agro Processors Inc. and commenced trading in October 2007. Winfresh Limited has a 60%
holding of the Class "A" common shares of the company.
Sunfresh Limited was incorporated under the laws of Saint Lucia and continued under the Company's
Act, 1996 and commenced trading in January 2011. Winfresh Limited has a 100% holding of the ordinary
shares of the company.
The Company's registered office is located at 99 Chaussee Road, Castries, Saint Lucia.
Principal activity
The principal activity of the Group is the importation, marketing and distribution of bananas and fresh
produce, and processing, packaging and distribution of water and fruit juices.
Shareholdings
The
of the
Winfresh
are the
of the
Windward
Islands,
St. Lucia,
Dominica, St.
The shareholdings
shareholdings of
Company
are Governments
the Governments
of four
the four
Windward
Islands:
Saint Lucia,
Vincent
and
theVincent
Grenadines
and
Grenada;and
Saint
Lucia Agricultural
Holding
Company
(“SLAHC”),
Dominica,
Saint
and the
Grenadines
Grenada
and the banana
grower
associations
("BGAs")Dominica
Banana
Holding Company
St Vincent
Banana Corporation
Growers’ Association
the Grenada
of the Windward
Islands: (“DBHC”);
Dominica Banana
Marketing
("DBMC"), (“SVBGA”)
St Vincentand
Banana
Banana
Co-operative
Society
(“GBCS”).
SVBGA
and
GBCS
have
been
dissolved
and
the
shares
held
by them
Growers' Association ("SVBGA") and the Grenada Banana Co-operative Society ("GBCS").
are to be transferred in accordance with the provisions of the Shareholders’ Agreement.
The Group's financial year represents a 52 week period ending December 29, 2012 (December 31, 2011 52 week period ending December 31, 2011).
- 11 -
31
Winfresh Limited
WINFRESH LIMITED
Notes
to consolidated financial statements
(continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As
of DECEMBER
DECEMBER
29, 2012 29, 2012
2
Basis of preparation
(a)
Statement of compliance
These Consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS).
(b)
Basis of measurement
The consolidated financial statements have been prepared under the historical cost convention except for
financial assets that have been measured at fair value.
(c)
Functional and presentation currency
Items included in the financial statements of each Group's entities are measured using the currency of the
primary economic environment in which the entity operates ("the functional currency"). The Group's
functional currencies include Eastern Caribbean dollars (EC$), and the UK pound (GBP). The
consolidated financial statements are presented in Eastern Caribbean Dollars (EC$), which is the Group's
presentation currency.
(d)
Use of estimates and judgements
The preparation of consolidated financial statements in conformity with IFRS requires management to
make judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates.
Estimates and assumptions are reviewed on an on-going basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
In particular, information about assmptions and estimation uncertainties that have a significant risk of
resulting in a material adjustment with the next accounting period are included in the following notes:
*
*
*
*
Tade receivables
Property, plant and equipment
Impairment of non-financial assets
Determination of fair values
(e)
Standards and amendments effective and relevant to the Company
Note 3
Note 3
Note 3
Note 5
The financial statements have been prepared in accordance with IFRSs which are effective as at January
1, 2012.
The following IFRSs and International Accounting Standards [IASs] became effective during the period:
Effective from January 1, 2012:
IAS 12
Income taxes - Limited scope amendment (recovery of underlying assets)
Effective from July 1, 2012
IAS 1
Presentation of Financial Statements - Amendments to revise the way other comprehensive
income is presented
32
Winfresh Limited
WINFRESH LIMITED
(continued)
As
of DECEMBER
DECEMBER
29, 201229, 2012
2
Basis of preparation
(e)
(continued)
Standards and amendments effective and relevant to the Company (continued)
At the date of authorisation the following Standards and Interpretations, which have not yet been applied
in these financial statements, were in issue but not yet effective.
IAS 1
IAS 1
IAS 16
IAS 19
IAS 27
IAS 27
IAS 28
IAS 32
IAS 32
IAS 34
IAS 36
IFRS 1
IFRS 1
IFRS 7
IFRS 7
IFRS 9
IFRS 9
IFRS 10
IFRS 10
IFRS 10
IFRS 11
IFRS 11
IFRS 12
IFRS 12
IFRS 12
IFRS 13
IFRIC 20
IFRIC 21
Presentation of Financial Statements - Amendments to revise the way other comprehensive
income is presented
Amendments resulting from Annual Improvements 2009-2011 Cycle (comparative information)
Amendments resulting from Annual Improvements 2009-2011 Cycle (Servicing equipment)
Employee Benefits - Amended Standard resulting from the Post-Employment Benefits and
Termination Benefits projects
Consoildated and separate financial statements - Reissued as IAS 27 Separate Financial
Statements (As amended in 2011)
Amendments for investment entities
Investment in Associates - Reissued as IAS 28 Investments in Associates and Joint Ventures
(as amended 2011)
Financial Instruments: Presentation - Amendments to application guidance on the offsetting of
financial assets and financial liabilities
Amendments resulting from Annual Improvements 2009-2011 Cycle (tax effect of equity
distributions)
Amendments resulting from Annual Improvements 2009-2011 Cycle (interim reporting of
segment assets)
Amendments arising from Recoverable Amount Disclosures for Non-Financial Assets
Amendments for government loan with a below-market rate of interest when transitioning to
IFRSs
Amendments resulting from Annual Improvements 2009-2011 Cycle (repeat application,
borrowing costs)
Financial Instruments: Disclosures - Amendments enhancing disclosures about offsetting of
financial assets and financial liabilities
Financial Instruments: Disclosures - Amendments requiring disclosures about the initial
application of IFRS 9
Financial Instruments - Classification and measurement of financial assets
Financial Instruments - Accounting for financial liabilities and derecognition
Consolidated Financial Statements
Amendments to transitional guidance
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Stripping Costs in the Production Phase of a Surface Mine
Levies
The adoption of these standards is not expected to have a significant impact on the financial statements.
33
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
As
of DECEMBER
DECEMBER
29, 2012 29, 2012
3
Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are
set out below. These policies have been constantly applied by the Group entities unless otherwise stated.
Consolidation
(a)
Subsidiaries
Subsidiaries are all entities over which the Group has power to govern the financial and operating
policies generally accompanying a shareholding of more than one half of the voting rights. The
existence and effect of potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Group controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the
Group. The cost of an acquisition is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed as at the date of exchange, plus costs directly
attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair
value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost
of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is
recognised directly in the consolidated statement of comprehensive income.
Inter-company transactions, balances and unrealised gains on transactions between group
companies are eliminated. Unrealised losses are also eliminated but are considered an impairment
indicator of the asset transferred. Accounting policies of subsidiaries are consistent with the policies
adopted by the Group.
(b)
Associates
Associates are entities over which the Group has significant influence but not control, generally
accompanying a shareholding of between 20% and 50% of the voting rights. Investment in
associates is accounted for by the equity method of accounting and initially recognised at cost.
The Group's share of its associates' post-acquisition profits or losses is recognised in the
consolidated statement of comprehensive income, and its share of post-acquisition movements in
reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of
the investment. When the Group's share of losses in an associate equals or exceeds its interest in
the associate, including any unsecured receivables, the Group does not recognise further losses,
unless it has incurred obligations or made payments on behalf of the associate
Unrealised gains on transactions between the Group and its associate are eliminated to the extent
of the Group's interest in the associate. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred.
34
Winfresh Limited
WINFRESH LIMITED
(continued)
As
of DECEMBER
DECEMBER
29, 2012 29, 2012
3
(continued)
Consolidation (continued)
(c)
Joint ventures
A joint venture exists where the Group has a contractual arrangement with one or more parties to
undertake activities typically, however not necessarily, through entities that are subject to joint
control. The Group recognises interests in a jointly controlled entity using the equity method. The
Group's share of the results of joint ventures is based on financial statements made up to a date not
earlier than three months before the date of the balance sheet. Intragroup gains on transactions are
eliminated to the extent of the Group's interest in the investee. Intragroup losses are also eliminated
unless the transaction provides evidence of an impairment of the asset transferred.
Non-controlling interests
The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent
and to the non-controlling interests in proportion to their relative ownership interests.
Cash and cash equivalents
Cash and cash equivalents in the statement of cash flows include cash in hand, deposits held with banks
and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the
consolidated statement of financial positioin.
Investments
The Group classifies its investments as loans and receivables. The classification depends on the purpose
for which the investments were acquired. Management determines the classification of its investments at
initial recognition and re-evaluates this designation at every reporting date.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. Loans and receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest rate method, less provision for
impairment. A provision for impairment of loans and receivables is established when there is objective
evidence that the Group will not be able to collect all amounts due to it according to their original terms.
Regular way purchases and sales of investments are recognised on trade-date - the date on which the
Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus, in the
case of all financial assets not carried at fair value through the consolidated statement of comprehensive
income, transaction costs that are directly attributable to their acquisition. Investments are derecognised
when the rights to receive cash flows from the investment have expired or where they have been
transferred and the Group has also transferred substantially all risks and rewards of ownership.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at fair value less
provision for impairment. A provision for impairment of trade receivables is established when there is
objective evidence that the Group will not be able to collect all amounts due according to the original
terms of the receivables. The amount of the provision is the difference between the asset's carrying
amount and the present value of estimated future cash flows, discounted at the effective interest rate.
The amount of the provision is recognised in the consolidated statement of comprehensive income.
35
Winfresh Limited
WINFRESH LIMITED
(continued)
DECEMBER
29, 2012 29, 2012
As
of DECEMBER
(expressed
3
(continued)
Inventories
Inventories, which are comprised of shipments of bananas in transit, bananas held in storage at a
ripening depot and packaging materials, are stated at the lower of cost and net realisable value. Cost for
bananas is determined by reference to the invoiced price together with the delivery costs incurred in
shipping the bananas to the United Kingdom and to a ripening depot. Cost for packaging materials is
determined using the weighted average basis. Net realisable value is the estimated selling price in the
ordinary course of business less applicable variable selling expenses.
Land and buildings comprise warehouses and offices. All assets are stated at historical cost less
depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged
to the consolidated statement of comprehensive income during the financial year in which they are
incurred. Increases in the carrying amount arising on revaluation of land and buildings are credited to
other reserves in shareholder's equity. Decreases that offset previous increases of the same asset are
charged against other reserves directly in equity; all other decreases are charged to the consolidated
statement of comprehensive income. Each year, the difference between depreciation based on the
revalued carrying amount of the asset charged to the consolidated statement of comprehensive income
and depreciation based on the asset's original cost is transferred from 'other reserves' to 'retained
earnings'.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line and reducing
balance methods to allocate their costs or revalued amounts to their residual values over their estimated
useful lives, as follows:
Buildings - (straight-line)
Plant and machinery - (straight-line)
Office furniture and equipment - (straight-line and reducing balance)
Computer equipment - (straight-line)
Motor vehicles - (straight-line)
2%
15% - 20%
25% - 33%
25% - 33%
25%
The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at each balance
sheet date.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These
are included in the consolidated statement of comprehensive income.
36
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
As
of DECEMBER
DECEMBER
29, 2012 29, 2012
3
(continued)
Impairment of non-financial assets
Assets that have an indefinite useful life, for example land, are not subject to amortisation and are tested
annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and
value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash flows (cash-generating units).
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources will be required to settle the obligation, and a
reliable estimate of the amount can be made.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in the consolidated statement of comprehensive income over the
period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least twelve months after the balance sheet date.
Deferred income tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. However, deferred income tax is not accounted for if it arises from initial recognition of an
asset or liability in an transaction other than a business combination that, at the time of the transaction,
affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates
(and laws) that have been enacted or substantially enacted by the balance sheet date and are expected
to apply when the related deferred income tax asset is realised or the deferred income tax liability is
settled.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and
associates, except where the timing of the reversal of the temporary difference is controlled by the Group
and it is probable that the temporary difference will not reverse in the foreseeable future.
Share capital
Ordinary shares are classified as equity. Preference shares which have discretionary dividend obligations
and are not redeemable at a specific date or at the option of the shareholders, are also classified as
equity.
Dividend distribution
Dividend distribution to the group company's shareholders is recognised as a liability in the Group's
consolidated financial statements in the period in which the dividends are approved by the company's
shareholders.
Contributed capital
Property, plant and equipment transferred and donated to the Group is included in property, plant and
equipment at cost or valuation, and the corresponding credit is recorded in a contributed capital reserve.
This contributed capital reserve is amortised to retained earnings on a straight line basis using the same
rates used to provide depreciation on the applicable assets.
- 17 -
37
Winfresh Limited
WINFRESH LIMITED
(continued)
DECEMBER
29, 2012 29, 2012
As
of DECEMBER
(expressed
3
(continued)
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received
from the lessor) are charged to the consolidated statement of comprehensive income on a straight-line
basis over the period of the lease.
Employee benefits
Pension obligations
The subsidiary company, Winfresh (UK) Limited, is party to a multi-employer defined benefit pension
scheme. The actuaries of the scheme have confirmed to the directors that the company is unable to
identify its share of the underlying assets and liabilities of the scheme on a reasonable consistent basis.
Accordingly, there is insufficient information to use defined benefit accounting. In accordance with IAS 19
revised, the scheme is accounted for as if it were a defined contribution pension scheme.
A defined contribution pension scheme is a pension plan under which the company pays fixed
contributions to a separate entity, typically being a pension fund. The company has no legal or
constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in the current and prior periods.
The assets of the scheme are held in a separate independently administered fund. The subsidiary's
contributions are charged to the statement of income in the year to which they relate.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and
services in the ordinary course of the Group's activities. Revenue is recognised as follows:
a.
Banana trading
Banana trading income (including fees, recoveries, sales and commissions) is recognised upon
delivery of products and customer acceptance.
b.
Interest income
Interest income is recognised on a time-proportion basis using the effective interest method.
c.
Other income
Other income is recognised on an accruals basis.
d.
Dividend income
Dividend income is recognised when the right to receive payment is established.
Foreign currency translation
a.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities are recognised in the consolidated statement of comprehensive income.
- 18 -
38
Winfresh Limited
WINFRESH LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(continued)
As of DECEMBER
DECEMBER
29, 2012 29, 2012
3
(continued)
Foreign currency translation (continued)
b.
Group companies
The results and financial position of all of the Group's entities that have a functional currency
different from the presentational currency are translated into the presentational currency as follows:
(i)
assets and liabilities for each balance sheet presented are translated at the closing rate at the date
of that balance sheet;
(ii)
income and expenses for each statement of comprehensive income are translated at the average
exchange rates for the financial period (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign
operations and of borrowings are taken to shareholder's equity. When a foreign operation is sold,
exchange differences that were recorded in equity are recognised in the consolidated statement of
comprehensive income as part of the gain or loss on sale.
Comparatives
Except when a standard or an interpretation permits or requires otherwise, all amounts are reported or
disclosed with comparative information.
4
Financial risk management
Financial risk factors
The Group's activities expose it to variety of financial risk: market risk (including currency risk and fair
value risk), credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management
programme focuses on the unpredictability of financial markets and seeks to minimise the potential
adverse effects on the Group's financial performance.
Risk management
The Directors are charged with the overall responsibility of establishing and monitoring the Group's risk
management policies and processes. The Group's overall risk management policies and processes
focus on identifying, analysing and monitoring all potential risks such as foreign exchange risk, interest
rate risk and credit risk that are faced by the Group. All treasury transactions are reported to and
approved by the Directors.
39
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
As
of DECEMBER
DECEMBER
29, 2012 29, 2012
4
Risk management
(continued)
a.
Market risk
(i)
Foreign exchange risk
The Group trades internationally and is exposed to foreign exchange rate risk from various
currency exposures, primarily with respect to the US dollar and Sterling/UK pound. The exchange
rate of the Eastern Caribbean dollar (EC$) to the United States dollar (US$) has been formally
pegged at EC$2.70 = US$1.00 since July 1976. Foreign exchange risk arises when future
commercial transactions or recognised assets or liabilities are nominated in a currency that is not
the entity functional currency.
The Group purchases its bananas and fresh produce in foreign currency and forward currency
contracts are occasionally used for the purchases. All costs denominated in foreign currency are
settled using the spot rate. There were no outstanding forward currency contracts at the balance
sheet date.
The following table summarises the Group's exposure to foreign currency exchange rate risk at
December 29, 2012
EC$
$
US$
$
Stg
$
Euro
$
Loans and receivables
Investments: Loans and receivables
Trade and other receivables
Due from related parties
23,049
1,280,644
2,216,063
5,415,383
20,885
470,606
-
7,540,366
20,703,097
-
24,137
-
7,608,437
1,280,644
23,389,766
5,415,383
Total financial assets
8,935,139
491,491
28,243,463
24,137
37,694,230
US$
$
Stg
$
Euro
$
Total
$
Financial liabilities at amortised cost
Bank borrowings and overdrafts
10,101,697
Trade and other payables
4,590,692
4,374,228
21,737,000
13,599,650
530,348
31,838,697
23,094,918
Total financial liabilities
14,692,389
4,374,228
35,336,650
530,348
54,933,615
Net balance sheet financial
position
(5,757,250) (3,882,737)
(7,093,187)
At December 29, 2012
Total
$
Financial assets
EC$
$
Financial liabilities
(506,211) (17,239,385)
40
Winfresh Limited
WINFRESH LIMITED
(continued)
As
of DECEMBER
DECEMBER
29, 201229, 2012
4
Risk management
(continued)
a.
Market risk (continued)
(i)
Foreign exchange risk (continued)
EC$
$
Total financial assets
Total financial liabilities
Net balance sheet financial
position
US$
$
Stg
$
Euro
$
Total
$
8,823,761
1,367,688
(13,026,572) (3,198,170)
30,337,350
(36,495,779)
61,736 40,590,535
(5,433) (52,725,954)
(4,202,811) (1,830,482)
(6,158,429)
56,303 (12,135,419)
At December 29, 2012 if the EC$ had weakened/strengthened by 10% against the Stg/UK pound
with other variables held constant, post tax profit for the year would have been $709,319
(December 31, 2011 - $615,843) higher/lower, mainly as a result of foreign exchange gains / losses
on translation of Stg/UK pound denominated bank balances trade receivables and trade payables.
(ii)
Cash flow and fair value interest rate risk
The Group has interest bearing assets at fixed interest rates which expose the Group to fair value
interest rate risk. The Group has determined that the fair value interest rate risk was not significant
at the balance sheet date.
b.
Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions
and investments classified as loans and receivables; as well as credit exposure to customers,
including trade receivables, balances due from related parties and committed transactions.
The Group manages its exposure to this risk by applying contractual terms that have been
approved by the Directors to the amount of credit exposure to any one counterparty. It also
employs strict minimum credit worthiness criteria as to the choice of counterparty, thereby ensuring
that there is no significant concentration of credit risk.
The amount of the Group's maximum exposure to credit risk is indicated by the carrying amount of
its financial assets at the balance sheet date. Management does not foresee any losses from nonperformance by these counterparties as at December 29, 2012 and December 31, 2011.
c.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the ability of funding
through an adequate amount of committed credit facilities.
Bank overdrafts and trade and other payables are due within twelve months based on the
remaining period at the balance sheet date to the contractual maturity date.
The contractual undisclosed cash flows of the bank overdrafts and trade payables approximate the
carrying amounts at the balance sheet date as the impact of discounting is not significant.
41
Winfresh Limited
WINFRESH LIMITED
(continued)
As
of DECEMBER
DECEMBER
29, 201229, 2012
4
Risk management
d.
(continued)
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a
going concern in order to provide returns for shareholders and benefits for other stakeholders and
to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends
paid to shareholders or return capital to shareholders.
5
Determination of fair values
A number of the Group's accounting policies and disclosures require the determination of fair value, for
both financial and non-financial assets and liabilities.
Fair values have been determined for
measurement and/or disclosure purposes based on the following methods. Where applicable, further
information about the assumptions made in determining fair values is disclosed in the notes specific to
that asset or liability.
The fair value of property, plant and equipment recognised as a result of a business combination is the
estimated amount for which a property could be exchanged on the date of acquisition between a willing
buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had
acted knowledgeably. The fair value of items of plant, equipment, fixtures and fittings is based on the
market approach and cost approaches using quoted market prices for similar items when available and
replacement cost when appropriate. Depreciation replacement cost estimates reflect adjustments for
physical deterioration as well as functional and economic obsolescence.
Goodwill
Goodwill is recorded at its fair value, this being the amount in excess of the fair market value of the
separately identifiable assets of the subsidiary company that was acquired during the year. In future
periods, goodwill will be assessed for impairment.
The fair values of trade and other receivables approximate their carrying amounts due to the short term
nature of the related transactions.
Cash and cash equivalent
Due to the short term nature of the transactions, the fair values of cash and cash equivalents
approximate their carrying amounts at the reporting date.
Due to the short term nature of the related transactions, the fair values and other payables approximate
their carrying amounts at the reporting date.
42
Winfresh Limited
WINFRESH LIMITED
(continued)
As
of DECEMBER
DECEMBER
29, 2012 29, 2012
6
December 29 December 31
2012
2011
$
$
Cash at bank and in hand
7,608,437
9,380,019
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise the
following:
2012
2011
$
$
Cash at bank and in hand
Bank overdrafts
Short term bank loan
7
7,608,437
(3,606,238)
9,380,019
(2,797,074)
4,002,199
(28,232,459)
6,582,945
-
(24,230,260)
6,582,945
Held-to-maturity financial assets
2012
2011
$
$
Term deposit
1,280,644
1,233,120
Held-to-maturity financial assets comprise term deposits with banks. The weighted average effective
interest rate on term deposits is 3% and 3.25% (December 31, 2011 - 3% and 3.25%) per annum. Term
deposits mature within one year.
43
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
As of DECEMBER 29, 2012
DECEMBERin29,
2012 Caribbean dollars)
(expressed
Eastern
8
2012
2011
$
$
Trade receivables
Less: provision for impairment of trade receivables (Note 9)
20,553,519
(631,292)
21,838,119
(639,643)
Trade receivables - net
19,922,227
21,198,476
1,419,763
1,032,042
2,353,916
1,009,621
22,374,032
24,562,013
Other receivables
Prepayments
The credit quality of trade receivables is summarised as follows:
2012
2011
$
$
Neither past due nor impaired
Past due but not impaired
Impaired
13,985,857
5,936,370
631,292
16,608,788
4,589,688
639,643
Gross
20,553,519
21,838,119
The ageing of trade receivables that are past due and not impaired is as follows:
2012
2011
$
$
Less than one month past due
One to two months past due
More than two months past due
4,147,624
429,617
1,359,129
4,306,934
127,194
155,560
5,936,370
4,589,688
44
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
As
of DECEMBER
DECEMBER
29, 2012 29, 2012
8
The ageing of trade receivables that are impaired is as follows:
Over two months
(continued)
2012
2011
$
$
631,292
639,643
The impaired receivables mainly relate to customers who are in unexpectedly difficult economic
positions. Management has reviewed the position and determined that a part of these receivables is
expected to be recovered.
Other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables
mentioned above. The Group does not hold any collateral as security.
9
Provision for impairment of trade receivables
The movement in the provision for impairment of receivables is as follows:
2012
2011
$
$
At beginning of year
Release provision
Provision made during the year
639,643
(8,351)
-
639,252
(7,960)
8,351
At end of year
631,292
639,643
The creation and release of the provision for impaired receivables has been included in general and
administrative expenses in the consolidated statement of comprehensive income. Amounts charged to
the allowance account are generally written off, when there is no expectation of recovering additional
cash.
10
Inventories
Raw materials
Chemicals and additives
Packaging materials
Finished goods
2012
2011
$
$
230,229
377,293
1,257,696
8,426,597
212,331
988,172
6,752,972
10,291,815
7,953,475
45
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
As
of DECEMBER 29, 2012
DECEMBER 29, 2012
11
Related party transactions and balances
The Group is related to the four banana grower associations (BGAs) and the Governments of the
Windward Islands (Note 1) which together own 100% of the Company's shares. The Group owns 50% of
Windward Isles Banana Company Holdings (Jersey) Limited.
The following transactions were carried out with the above mentioned related parties:
2012
2011
$
$
Purchases of goods and services
Purchases of bananas from BGAs
Key management compensation
Salaries and other short-term benefits
Year-end balances arising from sales / purchases of goods / services:
Due from/(due to) related parties
Current
St. Lucia Banana Corporation
Government of Saint Lucia
Sunsmart Beverages Inc.
Non-current
Grenada Banana Co-operative Society
Dominica Banana Marketing Corporation
Sunsmart Beverages Inc.
25,288,435
21,265,287
2012
2011
$
$
3,820,310
3,002,323
2012
2011
$
$
(9,777)
4,439,375
67,755
(9,777)
4,439,375
-
4,497,353
4,429,598
786,780
121,473
-
786,780
121,473
67,755
908,253
976,008
Balances with related parties are unsecured, non-interest bearing and have no fixed terms of repayment.
During previous financial year the company had accepted, in principle, an offer from the Government of
Saint Lucia for the settlement of the amount due by way of transfer of land valued at $4,439,375. The
transfer is still being negotiated at the balance sheet date.
46
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
DECEMBER 29, 2012
12
Other receivables
2012
2011
$
$
Other loan
Movement during the year
At end of year
930,756
84,978
904,377
26,379
1,015,734
930,756
Included in the above balance is a loan of $956,285 (at December 31, 2011, - $886,583), which bears
interest at LIBOR rate plus 3% per annum and is stated at its fair value as at the balance sheet date.
13
Intangible fixed assets
Patents
$
Goodwill
$
Trademarks
$
Total
$
423
-
2,546,996
-
19,302
(19,302)
2,566,721
(19,302)
420
2,534,233
-
2,534,653
At January 1, 2012
Exchange differences
420
14
2,525,848
93,447
-
2,526,268
93,461
434
2,619,295
-
2,619,729
Amortisation
At January 2, 2011
Amortisation on disposals
Charge for the period
25
22
-
385
(385)
-
410
(385)
22
47
-
-
47
At January 1, 2012
47
21
-
-
47
21
68
-
-
68
Net book value
366
2,619,295
-
2,619,661
373
2,534,233
-
2,534,606
At January 1, 2011
398
2,546,996
18,917
2,566,311
Cost
At January 2, 2011
Disposals
The goodwill arises on the acquisition of Winfruit Limited by Winfresh (UK) Limited.
47
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
DECEMBER 29, 2012
14
Leasehold
improvements
Land and
buildings
Plant and
machinery
Office
furniture
and
equipment
Computer
equipment
Motor
vehicles
Total
$
$
$
$
$
$
$
Cost
At January 2, 2011
Additions
Adjustments to costs
Disposals
7,877
-
26,220,434 12,282,564
(150,411)
(8,808)
11,908,881
2,596,694
(118,717)
(5,199)
(81,000)
5,110,161
4,053
1,279,264
(99,324)
(14,100)
3,543,992
1,718
269,905
(94,451)
(17,650)
1,836,980 49,002,008
701
(152,747)
398,442 16,453,186
(467,439)
(785,130)
(346,965)
(459,715)
7,877
37,860,187
14,784,251
6,280,054
3,703,514
1,421,719
At January 1, 2012
Additions
Adjustments to costs
Disposals
Revaluation
7,877
-
37,860,187 14,784,251
925,903
183,460
149,952
(988,933)
979,516
(118,716)
(57,912)
(80,345)
-
6,280,054
195,783
452,823
-
3,703,514
58,399
210,699
(1,275,293)
-
7,877
37,598,096
16,039,267
6,928,660
2,697,319
1,381,544
Depreciation
At January 2, 2011
Adjustments to depreciation
On disposals
7,877
-
894,979
(56,190)
765,173
5,141,472
(5,199)
1,678,803
3,981,738
(99,324)
(5,828)
611,020
2,737,387
(94,451)
(11,365)
440,109
1,251,251 14,014,704
(467,439)
(722,603)
(272,348)
(289,541)
259,208
3,754,313
7,877
1,603,962
6,815,076
4,487,606
3,071,680
770,672
At January 1, 2012
Adjustments to depreciation
On disposals
7,877
-
1,603,962
45,793
(196)
(118,716)
579,634
6,815,076
144,972
(678)
(30,344)
2,218,130
4,487,606
149,174
700,252
3,071,680
42,748
(1,272,200)
328,804
770,672 16,756,873
18,225
400,912
(874)
(35,962) (1,457,222)
253,406
4,080,226
7,877
2,110,477
9,147,156
5,337,032
2,171,032
1,006,341
19,779,915
Net book value
-
35,487,619
6,892,111
1,591,628
526,287
375,203
44,872,848
At December 31 2011
-
36,256,225
7,969,175
1,792,448
631,834
651,047
47,300,729
At January 1, 2011
-
25,325,455
7,141,092
1,128,423
806,605
585,729
34,987,304
64,057,602
1,421,719 64,057,602
33,564
1,397,109
813,474
(9,417)
(73,739) (1,525,660)
(80,345)
64,652,763
16,756,873
48
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
DECEMBER 29, 2012
15
Investments in joint ventures and associates
2012
2011
$
$
At beginning of period
Share of (loss)/profit in joint ventures and associates
Share of joint venture interest receivable
Share of joint venture finance costs
Share of tax in joint ventures and associates
Share of actuarial losses
Dividends
Currency translation adjustment
At end of period
56,742,144
(48,365,703)
820,227
(698,791)
(726,016)
(1,071,621)
5,116,919
54,239,162
8,594,215
(2,379,130)
(1,658,055)
(2,096,150)
42,102
11,817,159
56,742,144
The Group's share of the results of its joint ventures and its share of assets and liabilities are as follows:
Assets
$
Liabilities
$
Revenues
$
Windward Isles Banana Company Holdings (Jersey) Limited
Windward Isles Banana Company (UK) Limited
8,251,365
64,950,156
989,034
60,826,647
115,560,411
Windward Isles Banana Company Holdings (Jersey) Limited
Windward Isles Banana Company (UK) Limited
29,471,869
88,667,145
1,136,113
56,795,184
119,379,370
Windward Isles Banana Company (UK) Limited ("WIBUK") and Windward Isles Banana Company
Holdings (Jersey) Limited ("WIBJ") are incorporated in the United Kingdom and Jersey respectively, on a
50% joint-venture basis with Fyffes Plc for the acquisition of the banana operating division of the Geest
Group of Companies.
49
Winfresh Limited
WINFRESH LIMITED
(continued)
As
of DECEMBER
DECEMBER
29, 2012 29, 2012
16
Other investments
2012
2011
$
$
Impairment loss
2,936,329
(282,329)
2,936,329
-
At end of year
2,654,000
2,936,329
Vincyfresh Limited, one of the group companies, invested in a property now valued at $2,654,000 located
at Diamond to operate a snack food factory. On February 28, 2011 Vincyfresh Crisps Ltd was
incorporated and on March 18, 2011 the property was registered as being owned by Vincyfresh Crisps
Ltd. Vincyfresh Crisps Ltd is a 100% owned subsidiary of Vincyfresh Limited. Vincyfresh Crisps Ltd has
not traded since its incorporation .
17
Trade payables
Other payables
Accrued expenses
2012
2011
$
$
11,517,230
2,077,258
8,800,430
12,027,210
642,243
8,981,240
22,394,918
21,650,693
50
Winfresh Limited
WINFRESH LIMITED
(continued)
DECEMBER 29, 2012
18
Loans and borrowings
2012
2011
$
$
Bank loans
Other loans
Analysis of loans
Wholly repayable within five years
Loan maturity analysis
In more than two years but not more than five years
700,000
27,466,856
811,331
700,000
28,278,187
700,000
28,278,187
700,000
28,278,187
700,000
28,278,187
The aggregate amount of loans and borrowings for which security has been given amounted to
$28,232,459 (see note 6) (December 31, 2011 - $27,466,856), which are secured by way of a debenture
over the subsidiary companies' long leasehold property and improvements, freehold land and buildings
and equipment, and guarantees by given the ultimate parent company.
Bank loan of $21,737,000 bears interest at LIBOR plus 2.5%; bank loan of $6,495,459 bears interest at
8.5% per annum. Other loans of $700,000 are unsecured, interest free and no fixed repayment terms.
19
Deferred income tax asset
Deferred income taxes are calculated in full on temporary differences under the liability method using a
principal tax rate of 24% (December 31, 2011 - 26%). The movement on the deferred tax (asset)
account is as follows:
2012
2011
$
$
Consolidated statement of income charge (Note 28)
Exchange difference
524,415
(63,130)
18,120
246,969
288,429
(10,983)
At end of year
479,405
524,415
Deferred taxes arise from decelerated capital allowances in the United Kingdom.
51
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
DECEMBER 29, 2012
20
Share capital
Subscribed
500 ordinary shares of $10,000 each
1,500 5% non-cumulative preference shares of $10,000 each
21
2012
2011
$
$
5,000,000
15,000,000
5,000,000
15,000,000
20,000,000
20,000,000
Finance costs
January 1
January 2
2012
2011
to
to
2012
2011
$
$
On bank loans and overdrafts
Share of joint venture finance costs
Other interest
22
1,546,205
698,791
145
1,052,332
34,433
2,245,141
1,086,765
Other (losses) / gains, net
Foreign exchange gains / (losses)
- Unrealised (losses) / gains on translation of balances
- Realised losses on transactions
(Loss)/gain on disposal of property, plant and equipment
Loss on disposal of intangible assets
Loss on revaluation of property, plant and equipment
Discount on acquisition of subsidiary
January 1
January 2
2012
2011
to
to
2012
2011
$
$
2,133,600
406,009
7,860
(362,674)
1,748,250
(175,500)
339,540
(3,116)
(19,357)
-
3,933,045
141,567
52
Winfresh Limited
WINFRESH LIMITED
(continued)
As
of DECEMBER
DECEMBER
29, 201229, 2012
23
Other income
January 1
January 2
2012
2011
to
to
2012
2011
$
$
Agency fees and commissions
Interest income
Share of joint venture interest
Miscellaneous income
24
91,422
820,227
121,347
19,675
405,049
854,738
1,032,996
1,279,462
Financial commitments
At 29
leases
asas
follows:
29 December
December2012
2012the
theGroup
grouphad
hadlease
leasepayments
paymentsdue
dueunder
underoperating
operating
leases
follows:
Land and buildings
Other
December 29 December 31 December 29 December 31
2012
2011
2012
2011
$
$
$
$
Within one year
Between two and five years
In over five years
210,000
579,000
325,500
93,032
-
76,942
40,397
-
179,057
111,406
-
1,114,500
93,032
117,339
290,463
53
Winfresh Limited
WINFRESH LIMITED
NOTES
(continued)
As of DECEMBER
DECEMBER
29, 2012 29, 2012
25
Minority share of retained deficit a beginning of period
Minority share of pre-acquisition deficit
Minority share of equity in subsidiary company
Minoriy share of losses for the period
Reverse minority share of losses on becoming wholly owned
Reverse minority share of equity on becoming wholly owned
Exchange difference
Minority share of retained deficit at end of period
2012
2011
$
$
385,796
(716,583)
1,604,922
(1,750,000)
(7,533)
1,616,549
(2,182,173)
3,204,192
(2,252,772)
-
(483,398)
385,796
2012
2011
$
$
Minoity share of retained deficit
Minority share of pre-acquisition deficit
Minority share of equity in subsidiary company
(1,505,417)
(2,182,173)
3,204,192
(2,386,223)
(2,182,173)
4,954,192
(483,398)
385,796
54
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
As
of DECEMBER
DECEMBER
29, 201229, 2012
26
Expenses by nature
2012
2011
$
$
Direct costs
Salaries and wages
Directors' fees
Rent and service charges
Communication
Insurance
Light and heat
Repairs and renewals
Security
Printing, postage and stationery
Advertising and publicity
Telephone
Information technology support costs
Vehicle expenses
Travel and entertaining
Subsistence
Legal and professional fees
Audit fees
Bank charges
Bad debt expenses
Other expenses
Subscriptions and donations
Research and development
Depreciation and amortisation
192,297,019
9,211,425
1,544,139
384,992
15,699
254,107
429,698
208,531
72,013
105,652
347,751
192,792
157,271
66,535
703,194
106,865
254,128
487,469
170,653
358,423
109,304
89,063
75,663
4,079,374
208,124,057
10,929,087
1,401,160
873,207
39,139
439,055
435,833
381,111
97,032
133,262
73,138
205,108
479,209
113,814
635,027
88,387
748,054
533,901
325,154
341,588
350,479
49,616
91,185
3,754,313
Total cost of goods sold, administrative and general expenses
211,721,760
230,641,916
Cost of goods sold
Distribution and selling
Administrative and general expenses
187,751,114
12,278,003
11,692,643
201,269,090
13,093,794
16,279,032
Total cost of goods sold, administrative and general expenses
211,721,760
230,641,916
55
Winfresh Limited
WINFRESH LIMITED
(continued)
NOTES
DECEMBER 29, 2012
27
Employee benefit expenses
2012
2011
$
$
Salaries and wages
Directors' fees
Social security costs
Other staff costs
28
Income tax expense
7,996,582
1,544,139
699,651
515,192
9,252,122
1,401,160
877,791
799,174
10,755,564
12,330,247
2012
2011
$
$
Current tax
Share of joint venture tax
Adjustment for prior year
Deferred tax charge (Note 19)
118,666
711,574
63,130
2,379,130
(2,518)
(288,429)
Current tax charge
893,370
2,088,183
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the
applicable standard rate as follows:
2012
2011
$
$
Loss before income tax
(51,329,849)
(8,315,209)
Tax calculated at standard rate of 30%
Tax effect of consolidation adjustments
Exempt profit
Expenses not deductible for tax purposes
Tax losses uilised
Deferred tax not recognised
Other tax adjustments
(15,398,955)
1,109,865
13,087,501
142,967
(320,089)
774,704
1,497,377
(2,494,563)
2,626,013
(2,234,496)
46,525
893,370
2,088,183
Tax charge
- 36 -
2,090,701
2,054,003
56
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
As
of DECEMBER
DECEMBER
29, 201229, 2012
29
Pension costs
The subsidiary company, Winfresh (UK) Limited, is party to a multi-employer defined benefit pension
scheme and the scheme's actuaries have confirmed to the directors that they would be unable to supply
the trustees of the pension scheme with any allocation of the pension scheme's assets and liabilities
between the pension scheme's participating employers on a reasonably consistent basis. Consequently,
in accordance with International Accounting Standard No. 19 (IAS 19) the scheme has been accounted
for as if it were a defined contribution pension scheme.
The constitution of the scheme requires that a triennial valuation is performed by independent actuaries
and the last such valuation was performed at December 31, 2009. As part of this valuation the trustees
had previously produced a Statement of Funding Principles [SFP] in April 2008, which sets out the
trustees' policy for ensuring that the scheme's statutory funding objective is met. The valuation performed
at December 31, 2009 revealed that, on the SFP basis, there was a funding deficit of $20,376,000 in the
scheme at that date [previous triennial valuation at December 31, 2006 - a funding deficit of $15,390,000
at that date when restated to the SFP basis]. In each case the funding level was less than the 90%
required by the minimum funding requirement rules. A supplementary IAS 19 report prepared by the
independent actuaries at December 31, 2010 estimates that the pension scheme deficit at December 31,
2010 stated on a consistent basis but now also taking into account the effect of IFRS Interpretations
Committee Update 14 (IFRIC 14) was $14,888,000. As before, the funding level was less than the 90%
required by the minimum funding requirement rules.
The trustees have determined to keep the pension fund's investment strategy under close review and the
participating employers have determined that they will do all that they can to preserve accrued
entitlements within the scheme via an agreed schedule of revised employer contributions. The
participating employers are currently in discussion regarding further steps that may be taken to address
the deficit in the scheme.
The assets of the scheme are held separately from those of the subsidiary company in an independently
administered fund. The pension cost charge in the consolidated statement of comprehensive income
represents contributions payable by the subsidiary company to the fund for the period amounted to
$177,254 (period to December 31, 2011 - $369,157). No contributions were payable to the fund at the
balance sheet date (at December 31, 2011 - £Nil).
57
Winfresh Limited
WINFRESH LIMITED
Notes
(continued)
DECEMBERin29,
2012 Caribbean dollars)
(expressed
Eastern
30
Guarantees
The subsidiary company, Winfresh (UK) Limited, has provided a payment guarantee to the UK tax
authority, HM Revenue & Customs. At the balance sheet date the maximum amount payable under this
guarantee totalling $1,065,230 (December 31, 2011 - $1,048,075).
31
Contingent liabilities
31.1 The Group is contingently liable in respect of disputed liabilities that may be due under the banana
contract sales agreement with the banana companies. These amounts are currently being negotiated and
the full amount of the liability, if any, cannot be determined at the balance sheet date. Any settlements
arising from these disputed liabilities are expected to be accounted for as a charge against income in the
period in which the settlement occurs.
31.2 The Group has agreed to continue to provide financial support to a subsidiary undertaking for the
foreseeable future, being a period of at least twelve months from the date of approval of these
consolidated financial statements, by way of deferment of the amounts owed by the subsidiary
undertaking or by other means, so as to enable the subsidiary undertaking to continue in operation as a
going concern.
At the statement of financial position date the amount owed by this subsidiary undertaking was
$2,574,162 (at December 31, 2011 - $1,679,620), for which no provision for impairment has been made.
31.3 The Group has entered into a recovery plan designed to restore the minimum funding level of the defined
benefit pension scheme of which it is one of the participating employers, by way of a schedule of revised
employer contributions. At the currently agreed level of contribution the group is liable to make a total
employers contribution of $177,254 per year. No provision has been made in these consolidated
financial statements in respect of this liability.
58
Notes
Winfresh Limited
Agricultural Complex,
Odsan, P O Box 115,
Tel: +1 758 457-8600
Fax: +1 758 453-1638
www.winfresh.net

notes to consolidated financial statements

Transcription

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