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ANNUAL
REPORT
2013
avai
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ori
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ANNUAL REPORT 2013
14
43
CORPORATE
GOVERNANCE
ANNUAL
REPORT
13
21
CHAIRMAN’S
LETTER
DIRECTORS’
MANAGEMENT
REPORT
112
70
SOCIAL, CAPITAL,
INTELLECTUAL
AND ENVIRONMENTAL
BOARD OF
AUDITORS’REPORT
ON THE FINANTIAL
STATEMENTS
115
AUDITINg COMPANY’S
OPINION ON THE
ANNUAL REPORT 2013
116
GENERAL
MEETING
APPROVAL
ZANZAR SISTEM SPA The new Warehouse
in Taranto
has a total surface
of about
40.000 square
meters, of which
18.000
are covered
4
ZANZAR SISTEM
ANNUAL REPORT 2013
GOVERNING
BODIES
AND
MANAGEMENT
BOARD OF DIRECTORS
GENERAL DIRECTOR
Angelo L’Angellotti – Presidente
Angelo L’Angellotti
Andrea Miccio – Consigliere
Nicola Lippolis – Consigliere
BOARD OF AUDITORS
CONTROL AND REVENUE MANAGER
Nicola Fortunato – Presidente
Nicola Lippolis
Vincenzo Lenti – Sindaco Effettivo
Stefano Amato – Sindaco Effettivo
ADMINISTRATION MANAGER
Serena Maria Ancona – Sindaco Supplente
Maria Concetta Cardillo
Ciro Fornaro – Sindaco Supplente
AUDITING COMPANY
STAFF MANAGER
Efisio Marras
Deloitte & Touche SpA
EDP MANAGER
Cosimo Stallo
R&D MANAGER
Giovanni Bruno
QUALITY MANAGER
Claudio Caprino
ZANZAR SISTEM
WAS BORN WITH THE AIM
TO PRODUCE FLYSCREENS
SYSTEMS
IN LINE WITH THE MOST
ADVANCED
TECHNOLOGY
IN THIS FIELD.
6
ZANZAR SISTEM
ANNUAL REPORT 2013
MISSION
Zanzar Sistem aims to produce flyscreens system according to the most advanced technology in this
field.
In more than 20 years of activity, the company has obtained a leader role in the market, thanks to a
continuous research of innovative solutions intended to guarantee always and in every situation the
highest degree of its customers’ satisfaction.
Thanks to the role of main actor on its own market, Zanzar Sistem has increased its mission, supporting
beyond the production flyscreens systems also the activity as logistics hub for raw materials, necessary
to the customers, the realization of machineries for flyscreens production, Indoor internal blinds
production, and an innovative rolling-shutter production, come abreast of traditional core business with
the goal of diversification.
Zanzar Sistem Spa target is the creation of value for its shareholders with the highest respect for
business ethics and attention for its own social role, contributing to the development of its employees
and partners as well as the sustainable economic development of the territory in which it works.
ZANZAR SISTEM
ANNUAL REPORT 2013
7
ZANZAR SISTEM
IS THE MOST IMPORTANT
COMPANY OF THE GROUP
“IN & OUT”
8
ZANZAR SISTEM
ANNUAL REPORT 2013
History
La Zanzar Sistem SpA finds its origin in the sole trader of Mr L’Angellotti, who began the production
activity of flyscreens as a secondary job in 1986.
Thanks to his business insights, this activity became for Mr L’Angellotti his own working life and
since 1991
his only entrepreneurial interest. Afterwards the sole trader became Zanzar Sistem Srl, that in 2005
changed in Zanzar Sistem SpA. Nowadays the company has two plants, one located in Grottaglie
and the other one in Taranto and it proves to be a leader on its market and a reference point for
reliability, innovation, efficiency and customer satisfaction for all the business operators.
Target markets are both national and international. Zanzar Sistem is the most important company
of the group “In & Out”, composed of other subsidiaries, that work in flyscreens market and that are
managed in their production and all their business activity by Zanzar Sistem.
At the end of 2013 Zanzar Sistem numbered a staff of
101 directly hired
ZANZAR SISTEM
ANNUAL REPORT 2013
9
C.so Europa z.i. - 74023 Grottaglie (TA)
Cap. Soc. € 3.520.000 i.v. - P. IVA 02059890737
Chairman of CdA:
Angelo L’ANGELLOTTI
TURNOVER: € 18.445
NET INCOME: € 893
TOTALE ASSETS: € 18.655
valori espressi in €/mgl
10,5 %
INVITALIA
SHAREHOLDERS
89,5 %
IN & OUT
FLYSCREENS PRODUCTION
CURTAINS PRODUCTION
MACHINERY AND EQUIPMENT PRODUCTION
ACCESSORIES PRODUCTION
OUTDOOR
10
ZANZAR SISTEM
ANNUAL REPORT 2013
ROLLING SHUTTER PRODUCTION
IN & OUT Holding dati 2012
FINANCIAL REVENUES: 998
NET INCOME: 731
TOTAL ASSETS: 6.501
AQUATTRO S.R.L.
QUADRA S.R.L.
PRODUZIONE DI ZANZARIERE
Reg. Pieve 59A/59B
14018 VillaFranca D’Asti (AT)
Cap. Soc. € 100.000 i.v.
P. IVA 02184750061
FATTURATO
UTILE NETTO
1.511
4
SOCIETÀ IMMOBILIARE
100 %
IN & OUT
Via Volterra, 1 z.i.
74020 Faggiano (TA)
Cap. Soc. € 100.000 i.v.
50 %
IN & OUT
P.IVA 02657920738
TOTALE ATTIVO
FATTURATO
UTILE NETTO
TOTALE ATTIVO
788
168
(6)
2.686
LINEA UNO S.R.L.
AMB ZANZARIERE SRL
Via Arnoldo Mondadori sn
46025 Poggio Rusco (MN)
Cap. Soc. € 100.000 i.v.
via Montemesola-Grottaglie 20900 - 74100 TARANTO - Cap.
Soc. € 110.000 i.v. - P. IVA 02364530739
100 %
IN & OUT
P. IVA 02201620206
E PERSIANE
Loc. Pioppelle
via G. Verga, 276
46030 Borgo Virgilio (MN)
Cap. Soc. € 385.924,15 i.v.
80 %
IN & OUT
P.IVA 02011680200
FATTURATO
UTILE NETTO
TOTALE ATTIVO
FATTURATO
UTILE NETTO
TOTALE ATTIVO
1.493
0
938
9.460
(91)
8.436
MODULA S.R.L.
SCREEN TECH LTD
PRODUZIONE COMPLEMENTI PER
ARREDO IN ALLUMINIO
Via Volterra, 1 z.i.
74020 Faggiano (TA)
Cap. Soc. € 100.000 i.v.
DISTRIBUZIONE
ACCESSORI MERCATO GRECO
33 %
IN & OUT
P.IVA 02517880734
87, Sp DAVARI - 19400
Koupi Koropi P.O.
6259 Athens Greece
Cap. Soc. € 60.000 i.v.
48 %
IN & OUT
P.IVA 997726497
FATTURATO
UTILE NETTO
1.780
23
TOTALE ATTIVO
FATTURATO
UTILE NETTO
TOTALE ATTIVO
1.767
2.091
126
1.345
STAMPAGGI
INDUSTRIALI
PENTATRADE S.R.L.
IMPORT EXPORT MATERIE PRIME E
PRODOTTI FINITI
Via Mediterraneo snc
74023 Grottaglie (TA)
Cap. Soc. € 100.000 i.v.
SRL
PRODUZIONE DI STAMPIE
PRODOTTI STAMPATI
60 %
IN & OUT
Via dell’industria, 13
60028 Osimo Scalo (AN)
Cap. Soc. € 100.000 i.v.
60 %
IN & OUT
P. IVA 02070870429
P. IVA 02576840736
FATTURATO
UTILE NETTO
TOTALE ATTIVO
FATTURATO
UTILE NETTO
TOTALE ATTIVO
1.730
19
844
920
24
837
Non sono state considerate due società che sono in fase
di liquidazione:
• L.T.S.in liquidazione Srl – sita in Cerro Maggiore (MI)
di cui In & Out Srl (già Penta Group Srl) detiene il 33%
• MKB-ZANZAR GMBH – Germania – di cui In & Out
Srl (già Penta Group Srl) detiene il 52%.
valori espressi in €/mgl
ZANZAR IBERIA LTD
PRODUZIONE DI SISTEMI PER ZANZARIERE
DISTRIBUZIONE DI MATERIE PRIME PER LA
PRODUZIONE DI SISTEMI
Pol. Ind. Fuente del Jarro
Calle Ciudad de Ferrol 20-22
46988 Paterna
51%
IN & OUT
Valencia - ES - CIF B98506728
FATTURATO
UTILE NETTO
TOTALE ATTIVO
297
(127)
391
CHAIRMAN'S
LETTER
Shareholders,
the financial statements for 2013 presents a very positive
result, despite the difficulties experienced by five years
now in the European economy and especially in the Italian
one. The value of production decreased slightly (-174 010
granting. It has often been better to don’t sell, rather than
to risk to don’t cash collect. Thanks also to the insurance
coverage of trade receivables, we can say that the problem
of loans to customers are the old ones standing, while
those born in 2013 are just residual.
euro) as a result of lower sales volumes, but the company
Among the positive results of 2013 it’s important to mention
has been able to optimize their total cost of production
the completion of the planned investment concerning the
getting a savings of €97,000 about.
new plant in Taranto, under contract with Invitalia, which
In recent years it has not been easy to keep the ship on
route in rough seas of turmoil which have been financial
before and subsequently of the real economy, with all
the problems of socio-political nature that have specially
affected Italy.
Yet in this economic scene hardly reassuring, Zanzar Sistem
continued its mission without ever being discouraged and
carrying out major investments of capital nature - new
factory - and continuing to believe in the future, never
forgetting the activities related to research and development
of both products and manufacturing processes.
We would never have believed it possible to increase, even
if slightly, sales volumes in Italy, as we achieved mainly
thanks to our sales network tenacity.
The decrease in sales is therefore to be related solely to
external orders, which is not surprising since foreign market
of Zanzar Sistem is mainly composed by the European
countries that are, in most of them, in world economy,
having not yet reversed the trend of recession.
In view of the delicate historical moment, linked to the
will be fully operational in 2014, bringing a huge benefit
in terms of logistics / production optimizing. The plant in
Taranto, with a total area of 40,000 square meters about,
of which 20,000 covered square meters, is one of the most
important European plants suitable for the production of
systems for mosquito nets.
To face the above-mentioned investments, at the end of
the year, the company had to make greater use of the credit
system; despite an overall balanced financial situation,
showed in this financial statements, it is clear that exposure
to banks increased in the short term. On the other hand it
should be emphasized that, at the date of preparation of
this document, Invitalia has yet to disburse the financial
providences of SAL III and IV for a total of approximately
€ 750,000 as grant and € 600,000 as subsidized financing.
The EBITDA amounts to € /thousand 2,501 representing
13.60% of total revenues.
It has been further optimized the management of
inventories, increasing the rotation and succeeding then to
free up cash for an optimal financial balance.
contraction of available funds provided by lenders, we were
very careful in managing customers exposures and in credit
The 2013 budget accordingly closes with a net profit of € 755,898, after taxes
amounting to € 437,390 and amortization of € 1,067,391
ZANZAR SISTEM
ANNUAL REPORT 2013
13
CORPORATE
GOVERNANCE
DIRECTION AND COORDINATION
Zanzar Sistem SpA is directed and coordinated by the holding In & Out srl (Penta group Srl), located in
Grottaglie - Fiscal Code 02364530739.
At the end of 2012 Penta group Srl plays the role of management and coordination of other companies, and
in the specific:
• LINEA UNO SRL
• AQUATTRO SRL
• PENTA TRADE SRL
• STAMPAGGI INDUSTRIALI SRL
• ZANZAR IBERIA SA.
All the above mentioned companies together with Zanzar System focus their work on flyscreens systems
market.
Being Zanzar Sistem the most important for sales volume, it gives indications to the group about the general
strategie but also economic-financial lines to follow, as well as supply of inputs.
BOARD OF DIRECTORS
STRUCTURE
The Board of Directors is made up of 3 members, according to the art.45 of company bylaws and it was
appointed on May 6, 2013 with the shareholders’ meeting.
• Angelo L’Angellotti is the Chairman of the Board as well as managing director.
• Dr. Nicola Lippolis is delegated to issue payment release.
POWERS
The Board of Directors is invested with full powers to ordinary and extraordinary management of the
company with the authority to
perform all the acts deemed appropriate to achieve the social object, excluding only those strictly reserved
by law to the Assembly.
It is a right of the Board of Directors to delegate, even partially, its powers to a Executive committee or to
one or more managing directors, setting their duties and responsibilities.
POWERS OF CHAIRMAN OF THE BOARD AND OF MANAGING DIRECTOR
The chairman of the board is in charge of the representation of company towards third parties and court
with the authority to act in any place and degree of jurisdiction, both supranational and international, and
also for judgment of revocation and cassation, to name to the need lawyers and prosecutors.
As managing Director, the chairman of board has all powers of ordinary administration, except those
expressly reserved to the Board of Directors. The chairman has also the power to appoint special prosecutors
to the extent of powers established by the Board of Directors.
ZANZAR SISTEM
ANNUAL REPORT 2013
15
EXPIRY
The Board of Directors’ term of office will expire when the Board will be called for the approval of 2015
Annual report.
BOARD OF STATUTORY AUDITORS
According to the art.54 of social statute, the board of Statutory auditors is made up of three effective auditors
and two substitutes.
The Shareholders’ Meeting on May 06, 2011 appointed three auditors and two substitute members for the
years 2011, 2012, 2013. All the five appointed auditors are valid and expert professionals entered in the
register of accounting auditors Zanzar Sistem recognizes the legal and professional importance of Board role,
as well as the need for respect of the reasons of ineligibility and decline as for the law. It is required to the
established components high moral, professional and personal requirements as well as independence, and
authority in accomplishing the tasks assigned to them by Law.
ACCOUNTING CONTROL
According to the art. 56 of social statute, the accounting control for the 2011, 2012 and 2013 financial
statements has been entrusted to a leading auditing company recorded in the Register established by
Ministry of Justice: Deloitte & Touche SpA. Zanzar Sistem considers very important the audit and accounting
control activity and the auditing company has the responsible role to guarantee the truthful and correct
view of the economic and financial company’s situation. The work must ensure competence, professionalism,
organization and independence.a leading auditing company recorded in the Register established by Ministry
of Justice: Deloitte & Touche SpA.
Zanzar Sistem considers very important the audit and accounting control activity and the auditing company
has the responsible role to guarantee the truthful and correct view of the economic and financial company’s
situation. The work must ensure competence, professionalism, organization and independence.
ORGANIZATION SCHEME
The company has adopted an organizational system divided in functional areas and at the head of each one
there is a person in charge of operating and controlling.
The table below shows the organization chart with the top-level tasks.
Zanzar Sistem is divided into Strategic Business Units (BSU). Each BSU identifies a special field of business:
C.D.A
Chairman
ANGELO L’ANGELLOTTI
16
PURCHACES
R&S
QUALITY ENVIRONMENT
COMPANY TAXATION
SALVATORE
ZINGAROPOLI
GIOVANNI
BRUNO
CLAUDIO
CAPRINO
NICOLA
LIPPOLIS
ZANZAR SERVICE
Flyscreens production and selling
ZANZAR INDOOR
Indoor blinds production and selling
ZANZAR SISTEM
ANNUAL REPORT 2013
PLANNING CONTROL
E.D.P. - Privacy
ADMINISTRATION
PRODUCTION
STAFF
COSIMO
STALLO
MARIA C.
CARDILLO
COSIMO
DRAGONE
EFISIO
MARRAS
ZANZAR COMPONENTS
Components and profiles selling
ZANZAR TECNIKA
Machinery and equipment production and selling
ZANZAR OUTDOOR
Rolling shutters production and selling
The Organizational
Model
The Organization Model was introduced by the law 231/01, and it is used to point out and to map
the legal risks the company could face during its activity.
It also estabilish the organizational solutions suitable to minimize such risks.
The Model was adopted in 2007 and can be updated if necessary according to organizational or
normative requirements. The current Supervisory Board was appointed by the Board of Directors
on 10/12/2012.
ZANZAR SISTEM
ANNUAL REPORT 2013
17
THE ETHICS
CODE
The ethics code shows
zanzar Sistem’s behavioral
values towards its stakeholders
(employees, suppliers,
customers, freelances,
partners),
with the aim to
establish relations
based on trust.
18
ZANZAR SISTEM
ANNUAL REPORT 2013
Action in accordance
with principles of
freedom,
dignity of the human
person and respect for
the differences and
repudiation of every
kind of discrimination.
All the actions
and the behaviors
adopted by each
person during their
tasks and jobs
are inspired
to rules
and fairness.
Human resources
are essential
for the company
development.
Protection of the
environment, safety
and health.
It is possible to download this document
directly from Zanzar website
www.zanzar.it
ZANZAR SISTEM
ANNUAL REPORT 2013
19
AUTOMATIC
WAREHOUSE
Modern automated warehouse system with a storage
capacity of 2100 tons.
The materials handling is carried out in a harmonious way
and is coordinated by an appropriate management software
with an immediate advantage in processing times.
REPORT
ON THE DIRECTORS’OPERATIONS
THE MARKET
Supplies:
Alluminium: the price of the main raw material used in the production cycle, pending 2013 had
decreasing quotations for all the year, getting its minimal at the end of the year with a decrease of
19% compared to the beginning of the year.
Alluminium is quoted in American dollars at LME in London and the prices for Euro area are
influenced also by the exchange rate between € and $.
Actually during 2013 the Euro exchange rate has not had any major deviations standing around 1,35
$ per euro, except for the summer period when the U.S. currency increased in value significantly.
The quotation on the last day of 2013 compared to the first one recorded a change more favorable
for the Euro by about 4%. In the first three months of 2014 quotations remained at the same level
of end of 2013
ZANZAR SISTEM
ANNUAL REPORT 2013
21
Price €/Ton
1650
1600
1550
1500
1450
1400
1350
1300
1250
1200
Exchange €/$
1,4
1,35
1,3
1,25
1,2
1,15
1,1
Nets: the supply of the nets used for the different kinds of flyscreens takes place both on the Italian market
and abroad. The most used net is bought in yen, and this caused a considerable decrease in buying prices, due
to Euro strengthening on Yen. Indeed during 2012 the purchases in this currency had an average exchange
rate of 101,65 Yen per Euro, against an average exchange rate of 125,87 Yen per Euro during 2013. Our
suppliers didn’t increase the prices list for this kind of material.
22
ZANZAR SISTEM
ANNUAL REPORT 2013
SALES
Accessories and other materials: the most of supply of these materials takes place on the Italian market,
whereas we buy abroad some components for a special pleated flyscreens. The purchase prices applied by
the Italian suppliers remained the same as the previous year.
With a turnover of almost
€/thousand 18.000
Zanzar Sistem is among
the italian leading flyscreens
producers companies.
Pending 2013 there was a decrease in turnover of about € / thousand 871 with a -4,72% compared to the previous year
The sales concerning the core business can be divided into 2 main big sectors:
- FINISHED/SEMI-FINISHED PRODUCTS;
- RAW MATERIALS;
Finished/semi-finished products field is approx. 52% of the total company turnover with a sales volume of
approx. €/thousand 9.154.
The pleated line is surely the best selling product, among all the product lines, representing about 45% of
finished products total sales.
Raw materials sales have increased of about €/thousand 1.502 getting +19% compared to the previous year.
Among “other proceeds from sales” we find sales coming from SBU “Zanzar Tecnika”, concerning machinery
production, made by Zanzar Sistem for its business partners (over €/thousand 500).
Among the finished products we have to consider also the SBU “Zanzar Indoor” line, with production of
internal blinds granting to the company a sales amount of €/thousand 318, and “Zanzar Outdoor” with
rolling-shutters production which sales amount to €/thousand 158 approx.
National market is the main market. During 2013, this area, which had the highest decrease in sales in the last
year, have been recorded an increase of €/thousand 268 about (+2,27%).
External market, almost the total in Euro Area, had been a decrease in sales volume of €/thousand 1.069
about (-16,13%).
ZANZAR SISTEM
ANNUAL REPORT 2013
23
SALES DISTRIBUTION 2013
ITALY
ABROAD
68,45 %
31,55 %
FOREIGN TURNOVER DISTRIBUTION 2013
GRAN BRETAGNA 0,92%
PORTOGALLO 0,88%
UNGHERIA 0,95%
OLANDA 2,21%
CROAZIA 0,81%
ALTRI 1,10%
SVIZZERA 3,07%
AUSTRIA 4,16%
GERMANIA
30,35%
SPAGNA 6,69%
FRANCIA
7,38%
REP. CECA
19,97%
GRECIA
21,49%
24
ZANZAR SISTEM
ANNUAL REPORT 2013
ECONOMIC FINANCIAL RESULTS
The balance sheet on December, 31 2013 shows a net profit of € 755.898 after amortization of € 1.067.391
and taxes for the year (IRES e IRAP) estimated in € 437.390. This result comes by the following macro
components effect:
1.Lower incidence of raw materials buying costs;
2.Lower incidence of services costs;
3.Increased incidence of labor costs;
4.Steady incidence of amortizations and devaluations;
5.Steady incidence of financial charges.
To be more detailed than the just made macro-analysis, we show hereunder a profit and loss account,
appropriately worked out, which allows a better interpretation of the management result.
PROFIT AND LOSS ACCOUNT MANAGEMENT in euro unit
2013
Revenues from sales
Other income
TOTAL REVENUES
Raw materials and goods cost
Service costs
2012
Variation val.
var. %
17.574.059
18.444.909
(870.850)
(4,72)%
884.224
711.696
172.528
24,24%
(698.322)
(3,65)%
(10.077.147) (54,6)%
(10.741.576) (56,1)%
664.429
(6,19)%
(2.051.041) (11,1)%
(2.174.009) (11,3)%
122.968
(5,66)%
18.458.283
100%
19.156.605
100%
6.330.095
34,3%
6.241.020
32,6%
89.075
1,43%
(81.551)
(0,4)%
(128.569)
(0,7)%
47.018
(36,57)%
(201.664)
(1,1)%
(198.146)
(1,0)%
(3.518)
1,78%
(3.545.457) (19,2)%
(3.299.165) (17,2)%
(246.292)
7,47%
2.501.423
13,6%
2.615.140
13,7%
(113.717)
(4,35)%
(1.135.520)
13,6%
(1.172.554)
(6,1)%
37.034
(3,16)%
EBIT
1.365.903
7,4%
1.442.586
7,5%
(76.683)
(5,32)%
Net financial incomes
(170.874)
(0,9)%
(148.814)
(0,8)%
(22.060)
14,82%
NET INCOME BEFORE
EXTRAORDINARY JURISDICTION
1.195.029
6,5%
1.293.772
6,8%
(98.743)
(7,63)%
(1.741)
0,0%
86.611
0,5%
(88.352)
(102,01)%
1.193.288
6,5%
1.380.383
7,2%
(187.095)
(13,55)%
(437.390)
(2,4)%
(487.524)
(2,5)%
50.134
(10,28)%
755.898
4,1%
892.859
4,7%
ADDED VALUE
Costs of third party assets
Other operating charges
Personnel costs
EBITDA
Depreciations and impairments
Net incomes
INCOME BEFORE TAXES
Taxes and fees of the year
PROFIT OF THE YEAR
(136.961) (15,34)%
ZANZAR SISTEM
ANNUAL REPORT 2013
25
THE ANALYSIS OF THE ABOVE DOCUMENT SHOWS
WHAT FOLLOWS:
1. The total revenues recorded a decrease, amounting to about -4,72% compared to the previous year.
2. Compared to 2012, the % incidence of the raw materials and goods cost has significantly decreased, with
a relative change of about -1,50%. This data is due to the buying price contraction concerning aluminium
and imported goods from Japan. In this case the advantage is due to the appreciation of the euro against
the yen.
3. Compared to sales, labor cost increased in its absolute value as well as in relative terms, going from
17,20% in 2012 to the 19,20% in 2013. The increase comes from the change of National Labor Contract
(CCNL) applicable to workers, which defined the new cost rise. Moreover new professionals profiles with
significant gross annual income have been hired;
4. Amortizations are consistent with the previous year under absolute and relative terms;
5. €/thousand 69 of commercial credits have been carefully set aside as devaluation fund regarding unpaid
credits, which recovery is uncertain. The allocated funds should be appropriate to cover any possible
losses which may arise in the meantime.
6. The incidence of financial charges is steady compared to 2012 even if it increased at the end of the year
because of the completion of real estate investments. Average debt exposure towards the credit system
significantly decreased, also thanks to a better management of working capital. The floating rates linked
to Euribor had a decrease in 2013;
7. The gross operating profit (EBITDA), fully positive, is slightly decreasing compared to 2012 as absolute
value, but its incidence related to the sales, is steady (13,60%)
8. Income Taxes affect the profit before taxes of 36,65% compared to the 35,23% of the previous year.
26
ZANZAR SISTEM
ANNUAL REPORT 2013
CAPITAL AND FINANCIAL STRUCTURE
in euro unit
On December 31, 2013 the net Company assets, including the economic result of the year, amounts to € 9.543.077
The Company capital Structure, on December 31, 2013, shows the amounts as for the hereunder table:
The table shows:
2013
2012
Variations
trade credits
other credits
inventories
suppliers
other debts
Accruals and deferred incomes
4.536.681
688.215
4.656.288
(1.804.713)
(634.800)
(744.893)
4.275.100
400.170
5.429.914
(1.199.348)
(784.420)
(830.865)
261.581
288.045
(773.626)
(605.365)
149.620
85.972
TOTAL NET CURRENT ASSETS
6.696.778
NET CURRENT ASSETS
FIXED CAPITAL
tfr assets
tfr
TOTALE C. F. NETTO
TOTAL NET FINANCIAL CAPITAL
38%
10.871.943
(45.038)
7.290.551
46%
(593.773)
8.508.186
(44.429)
10.826.905
62%
8.463.757
54%
2.363.148
17.523.683
100%
15.754.308
100%
1.769.375
Financed by:
cash
short-term debts
SHORT NET FINANCIAL DEBTS
medium and long term financial debts
TOTAL FINANCIAL DEBTS
(9.226)
4.965.939
(5.474)
3.321.907
4.956.713
62%
3.316.433
48%
1.640.280
3.023.893
38%
3.650.699
52%
(626.806)
7.980.606
46%
6.967.132
44%
1.013.474
net assets
profit of the year
8.787.179
755.898
7.894.317
892.859
TOTAL NET ASSETS
9.543.077
54%
8.787.176
56%
755.901
TOTAL RESOURCES
17.523.683
100%
15.754.308
100%
1.769.375
Dal prospetto si evince che:
• The invested net capital is significantly increasing. Specially fixed asset investment has strongly increased,
because of the completion of the new building in Taranto. Circulating capital, on the contrary, is decreasing
influenced by the inventory decrease and by the raising trade payables
• The financial debt increased with a rise of €/thousand 1.013, going from 44% of the 2012 sources to
46% in 2013. In the specific the short-term debt increased amounting to €/thousand 1.640, while the
long-term debts decreased to €/thousand 627;
• Its own means represent the 54% of the total sources.
ZANZAR SISTEM
ANNUAL REPORT 2013
27
FINANCIAL, ECONOMIC AND CAPITAL INDEXES
2013
2012
Balance Sheet
Share Capital /Fixed Invested Capital
88,14%
103,82%
116,07%
146,95%
0,62
0,54
119,58%
126,12%
7,79%
9,16%
14,27%
16,60%
ROE (net income/Share Capital)
7,92%
10,16%
ROD (passive financial charges/annual average third parties Capital)
2,75%
3,69%
ROS: Operating income / Sales Revenues
7,77%
7,82%
Debt level (third parties capital/Share Capital)
0,84
0,79
Turnover (Turnover/ invested capital)
1,00
1,17
Turnover variation
(4,72%)
(17,88%)
Fixed capital variation-turnover variation
32,64%
18,43%
5,47%
(38,05%)
(10,75%)
(11,19%)
(Share Capital + third parties Capital) / Fixed Invested Capital
Investment Inelasticity (Fixed invested capital/invested Capital)
Capitalization level (Share Capital/Third parties Capital)
Economic Balance
ROI (net operating income/invested capital)
Revised ROI (EBITDA / Invested Capital)
Financial balance
Development trend
Variation (third parties capital/Share Capital)
var (Revised ROI-ROD)
is a method that compares the return of the capital invested in the company with the cost of the factors that have generated it. It allows to understand
if the management can produce profits higher than the return that the capital invested in the
company would produce if it were invested in risky assets. it is:
EVA=NOPAT - (WACC*C)
where:
NOPAT = Net Operatime Profit After operative Taxes;
WACC= Weighted Average Cost of Capital;
C=Net Invested Capital;
EVA (considering an average cost of the capital of 5%)
€ 52.329
€ 167.347
WORTH STABILITY:
The balance sheet indexes show deeply positive data. Specially fixed assets investment is covered about 88%
by its own means and 116% by its own resources added to the medium long term debts.
The relation between share capital and third parties capital is 1.20, which shows a certain degree of
independence from lenders of the company.
ECONOMIC STABILITY:
Profitability indexes show an healthy company with good economic performances, even if slightly decreasing
compared to the previous year. The ROD remains profusely under the ROI, and it means that the choice to
use third party funds is correct.
The ROS is profusely positive and shows a sales profitability which allows to cover operational and nonoperational costs.
FINANCIAL STABILITY :
The ratio of debt shows a slightly increasing index. This result is natural consequence of completion of real
estate investments in new industrial building in Taranto.
28
ZANZAR SISTEM
ANNUAL REPORT 2013
RENDICONTO FINANZIARIO PER FLUSSI DI TESORERIA in euro unit
Description
Profit description before interest and taxes
2013
2012
(Ebit)
1.364.166
1.529.193
Depreciation and devaluation
1.067.391
1.022.554
609
776
(3.431.148)
(1.069.771)
Provision t.f.r. - liquidation
Investments (net)
593.773
1.445.380
Operating cash flow (A)
(405.209)
2.928.132
Balance of financial management
(170.874)
(148.814)
Income tax
(437.390)
(487.524)
Increase in share Capital
0
1.370.000
Profits distribution
0
(999.750)
Change in net working capital
Financial cash flow (B)
Cash flow to equity & Investors (A+B)
(608.264)
(266.088)
(1.013.473)
2.662.044
Beginning net financial index
6.967.133
9.629.177
Cash flow to equity & Investors
1.013.473
(2.662.044)
Final net financial index
7.980.606
6.967.133
FINANCIAL STATEMENT FOR CASH FLOWS (amounts in euro)
OPERAZIONI DI GESTIONE REDDITUALE
Profit for the year
Depreciation
Employees severance indemnities payment
ncrease in amounts due from customers
Increase in inventories
Decrease in other credits
Decrease in deferred charges
Decrease in payables to suppliers
Decrease in accrued liabilities
755.898
1.067.391
609
(261.581)
773.626
(288.045)
986
605.365
(86.958)
Increase in other debts
(149.620)
TOTAL
2.417.671
INVESTING ACTIVITIES
Purchase of intangible
(3.755.148)
Contributions in Plants
324.000
Sold assets proceeds
TOTAL
0
(3.431.148)
FINANCING ACTIVITIES
Increase of current liabilities vs/banks, net of loan installments in the medium and long term of the next year
1.646.242
Decrease of current liabilities vs/other financial institute, net of loan installments in the med. and long term of the next year
(2.210)
Payment of bonds issued
Debts refund in medium and long term
Share Capital Increase
Dividends payment
TOTAL
TOTAL CASH FLOW
0
(626.806)
0
0
(1.017.226)
3.749
IN THE SPECIFIC
Cash flow to 31/12/2013
Adjustments
Cash flow to 31/12/2013
5.474
3
9.226
ZANZAR SISTEM
ANNUAL REPORT 2013
29
OWNERSHIP OF TREASURY SHARES
AND CONTROLLING
The company doesn’t hold its own shares or controlling company’s shares, neither directly nor through trust
companies or third parties.
During the last business year, the company didn’t buy or transfer its own shares or controlling company’s
shares.
RELATIONS WITH RELATED PARTIES
All the transactions made by Zanzar Sistem with its partners concern the exchange of goods, services, the
search and the use of financial means with the controlling company In&Out Srl (Penta Group srl) and with
other companies directly controlled by this same holding company.
Such transactions are part of ordinary management and they are regulated under market conditions, the
same that would have been applied between two independent parties. Every action is made for the common
interest of the two companies.
The values regulating the relations with the controlling company and In&Out Srl group (Penta Group srl), as
well as the description of transactions are reported in the additional note.
30
ZANZAR SISTEM
ANNUAL REPORT 2013
RESEARCH AND DEVELOPMENT ACTIVITY
R&D activity was very important and profitable for our company, and was carried out by 4 employees and an
outside consultant for that relating to new products, while that of the manufacturing process was carried out
by two people.
Regarding the R & D activity on the products, in 2013 important news have been added to the catalogue for
2014 and the company is expecting good sales results from the market.
MAIN NEW PRODUCTS:
PLISSÈ ZERO
Plissè Zero is a flyscreen with pleated net and horizontal sliding, featuring no barrier on the floor, a strong
structure and easy installation. It has got a innovative upper guide, made by a metallic slat, planned for
allowing sale as reducible cut product.
INCASSATA 45 FOR JALOUSIE-SHUTTER
In the past flyscreen was a device to be installed in the door/window space after frame/casing fixing. Actually
the trend is more and more toward the combination systems, providing building spaces with window and
flyscreen together, in order to reach an aesthetically fine and functional result.
Zanzar Sistem introduced yet a profile combining rolling-shutter, called incassata 45 system..
Beside it we introduce now a special solution suitable to space where room darkening is given by a jalousieshutter.
NEW SLIDING PROFILE FOR FRONTAL 40
The sliding profile of a flyscreen is the element where the net is fixed, allowing opening and closure of the
system.
In case of flyscreens with vertical sliding, handle profile has got a brush at the bottom, fitting a perfect closure
on the threshold avoiding any possible passage space for insects. Sometimes, in special situations, there is
the need to fix this brush in a frontal position instead the bottom one. It occures when it’s not possible to
hook the flyscreen straight on the window threshold.
New handle profile offers three possible insertion brush housings: at the bottom, frontal and external, in order
to close the passage in special situations or when flyscreen is installed with internal position to the frame.
HOOKING DEVICE CLIC CLAC FOR STANDARD GUIDE
Clic clac system, defined in 2012 for ‘tonda catena clic clac’ product, has got some features concerning
comfort and easy use which we wanted to bring to already existing products where lacked.
NEW ROLLING TUBE
TAll the rolling flyscreens have got a tube to which the net is rewound. In general it’s in aluminium, like
flyscreen frames. Net is fixed on the tube by gluing in the most of the cases, by special adhesive tapes.
ZANZAR SISTEM
ANNUAL REPORT 2013
31
Adhesive application has got some limitations: it needs precision in net placing and it’s necessary to leave
always two turns around the tube while net is completely opened. If the net stretches urging the point of
glueing it could move from the tube causing big problems in rewinding.
That’s why Zanzar Sistem wanted to provide also with an alternative net fixing system, among its solutions,
that is by net silage. New tube realized by Zanzar Sistem has got a little housing where net is inserted, after
welding of the same to a T shaped joint profile.
GIOCONDA 027
Gioconda 0.27 has got same features of Gioconda 0.22, but with a wider pleated net and a new fixing system
more simple and fast for installation.
ZANZAR TECNIKA
Machinery and equipment production and selling
Very important is the Research & Development activity related to manufacturing processes,
executed by BSU “ZANZAR TECNIKA”.
This division is in charge of searching and projecting new machineries and equipments
useful for flyscreen-production by Zanzar Sistem.
New machineries have been listed in a specific sales catalogue, intended for actual and/or
potential partners.
32
ZANZAR SISTEM
ANNUAL REPORT 2013
Main new MACHINERIES:
NET-HOLING MACHINE “KOMBI EASY”
During 2013 the company introduced in its catalogue a new series
of flyscreens called Gioconda 0.27 very innovative and successful
thanks to its own dimensions.
Realization of Gioconda 0.27 involves multiple manual activities,
from net holing, upto tape working and holing.
All these activities need a total time and considerable effort for
workers. A careful analysis of these problems brought us to think
about an automatic machine making all these operations in an
independent and fast way. With this aim we projected and realized
automatic machine “Kombi Easy”, useful for more than one working
on the net.
PACKING MACHINE “PIEGAPACK”
Another machine has been planned pending 2013 which is
packing machine “Piegapack” making four different kinds of
packaging. Packaging of the different products is made by using
material in different shape and dimensions. In order to be ready in
each occasion to wrap several kind of flyscreens in a fast way, we
needed to realize a packing machine versatile, quick and easy to
use. That’s where the idea of development of “Piegapack”
ZANZAR SISTEM
ANNUAL REPORT 2013
33
Zanzar Sistem Spa
with the two sites of
Taranto and Grottaglie
is among the companies
with more production capacity
at European level
in their field;
INFORMATION ABOUT THE ENVIRONMENT
IMPACT
Our production has a low impact on environment. We handle non-dangerous waste materials, such as : noniron materials filings and shavings, aluminium wastes, plastic packages, oily emulators. The waste disposal is
entrusted to qualified suppliers, according to the Law 152/06.
RELATIVE INFORMATION TO THE
EMPLOYEE RELATION
In addition to what is written in the additional Note about the B9 of the economic account, we specify what
follows:
• On the 31/12/2013 the company staff is made up of 70 men and 31 women;
• Health & Safety in the workplace are guaranteed according to the provision of law (Law 81/08 with the
adjustment of the Evaluation risks sheet). All the activities provided by the regulations, as well as updating
courses for employees, are performed by a specialized outsourcing company (Progetto Sicurezza Srl-Br),
including updating training for workers. The Person in charge of Workers safety, health and prevent is an
external professional.
• In 2013 we had no accident mat work at all.
•
MAIN RISKS AND UNCERTAINTIES FACED
BY ZANZAR SISTEM S.P.A.
RISKS RELATED WITH GENERAL ECONOMIC CONDITIONS
Macro-economic scene (source Banca d’Italia: Economic Boulletin nr. 01/2014):
The global expansion continues: The expansion of global economic activity and world trade is proceeding
at a moderate pace. There are signs of economic strengthening in the United States, assisted by the
decreased uncertainty over budget policy. The tapering of the Federal Reserve’s purchases of securities
has not heightened volatility on the financial or foreign exchange markets. The emerging economies
continue to grow, although with some downside risks owing to less expansive global financial conditions.
The euro area is experiencing a modest recovery with low inflation: A modest expansion has begun in the
euro area, but it remains fragile. The sluggishness of economic activity is reflected in the extremely moderate
ZANZAR SISTEM
ANNUAL REPORT 2013
35
pace of consumer price increases, resulting in higher real interest rates and a slower reduction of private and
public debt. Given inflation persistently below the definition of price stability, the subdued growth of money
and credit, and the weakness of economic activity, the Governing Council of the ECB lowered official rates
in November; it has firmly reiterated that it will keep them at their current levels or lower for an extended
period of time. The governing Council further confirmed that it will use all the instruments available in
order to maintain an accommodative stance of monetary policy. Financial conditions improve - Conditions
on European and Italian financial markets have improved further, thanks to the prospects of economic
recovery, the accommodative stance of monetary policy, the progress made in euro-area governance and
the stabilization of the domestic situation in Italy. Long-term interest rates on Italian government securities
have come down and the spread vis-à-vis German ten-year yields has narrowed to about 200 basis points.
Non-residents’ interest in Italian financial assets has revived. The outlook for Italy brightens ... - Italy’s GDP
stopped falling in the third quarter of 2013, sustained by exports and stock-building, and business surveys
and the performance of industrial production suggest barely positive growth in the fourth. The indicators of
business confidence rose further in December, regaining the levels recorded at the start of 2011.
... but is markedly uneven, and employment is still weak - However, cyclical conditions vary substantially
according to the type and the geographical location of firms. The improved prospects for large industrial
firms and exporters contrast with the still unfavourable situation of smaller businesses, service firms and
firms in the South. Despite some signs that employment is stabilizing and an increase in the number of
hours worked, labour market conditions remain difficult. The unemployment rate, which normally responds to
cyclical developments with a lag, rose to 12.3 per cent in the third quarter and is estimated to have increased
again to an average of 12.6 per cent in October and November.
Inflation is going down: Inflation has continued to fall in Italy, more sharply than had been forecast just a
few months ago, to a twelve-month rate of 0.7 per cent in December. Core inflation, net of the most volatile
components, has also declined, to 0.9 per cent. Slack demand has held down firms’ prices more markedly than
in the past. The VAT increase in October was only very partially passed through to final prices.
The external surplus increases: The current account balance turned positive in 2013, and the surplus should
continue to grow, despite the increase in imports spurred by the expected gradual strengthening of economic
activity. The improvement in the balance between 2010 and 2013 reflected not only the recession-induced
fall in imports but also an increase in exports.
Credit conditions are still tense: The cost of banks’ bond issues has diminished in the main euro-area
economies, and in Spain and Italy in particular. Lending to firms has not yet benefited from the improvement
in financial market conditions. In the three months ending in November it contracted by more than 8 per
cent on an annual basis; this factor continues to hamper the economic recovery. Lending is held back by the
low demand for investment purposes and, on the supply side, by high credit risk and the pressure exerted on
banks’ balance sheets by the recession.
Progress continues on the path to the Banking Union: The comprehensive assessment of the largest euro-area
banks by the ECB and the national supervisory authorities can attenuate the fragmentation of the financial
markets and benefit the banking and credit system in Italy by increasing the transparency of balance sheets
and reducing uncertainty about the quality of assets. On 18 December the Council of Economic and Financial
Ministers reached a compromise agreement on the characteristics of a single bank resolution mechanism;
the EU Council has asked that the mechanism be approved by the European Parliament before the end of
the current legislature in May. An effective single resolution mechanism marks an essential step towards
completing the Banking Union.
36
ZANZAR SISTEM
ANNUAL REPORT 2013
General government net borrowing is apparently stable - The state sector borrowing requirement rose
sharply in 2013, reflecting several extraordinary factors, such as the payment of general government debt
arrears related to current expenditures and the lapsing of the effects of the measure on the centralized
Treasury account, which had kept the borrowing requirement down in 2012. On the basis of the available
data, it is estimated that general government net borrowing was close to the threshold of 3 per cent of GDP,
notwithstanding the further contraction in output. According to the Government’s official forecast, which the
Stability Law for 2014 takes into account, net borrowing will decline each year from 2014 to 2016.
Our projections indicate a return to moderate growth in 2014-15 : The projections for the Italian economy
for the next two years published in this Bulletin confirm the indications that we published a year ago and
reiterated last July, which foresaw a cyclical turning point at the end of 2013. This year we expect there to be
a moderate economic recovery, which should accelerate next year, albeit slightly. After falling by 1.8 per cent
in 2013, GDP is projected to grow by 0.7 per cent this year and by 1 per cent in 2015.
... driven by foreign demand and the gradual recovery of investment: - The recovery is expected to be led
by exports and by the gradual expansion of productive investment, favoured by the improved outlook for
demand and increased corporate liquidity, thanks in part to the payment of overdue general government
commercial debts. Credit conditions look set to remain tight, however. The ratio of investment to GDP is
expected to remain below its historical average. Consumption is expected to stay weak. The improvement in
the economy is likely to affect conditions in the labour market with the usual lag: employment is not projected
to begin growing again before 2015.
Inflation is expected to stay at low levels: The forecasts for inflation have been revised down-wards, to a
little over 1 per cent for this year and around 1.4 per cent in 2015. Domestic price inflation, measured by the
GDP deflator, is also expected to be moderate, owing to the impact on firms’ pricing policies of ample spare
production capacity.
Growth and price dynamics remain subject to downside risks: In this forecasting scenario, the risks for
growth are again mostly on the downside. If the conditions of access to credit were to remain restrictive for
longer than posited and the payment of general government debt arrears were to be deferred, the recovery
in investment would be delayed. The resurgence of fears about the determination of the national authorities
to continue with fiscal consolidation and structural reform, or of the European authorities to move ahead
with the reform of the Union’s governance, could impact unfavourably on long-term interest rates. The risk
of generalized deflation remains modest overall, but the fall in inflation could be larger and more persistent
than forecast, especially if weak demand were to weigh on expectations.
Regarding Zanzar Sistem SpA, 2013 is the second consecutive year of slight sales decrease trend. Unfortunately
the crisis is proceeding over the expected time and it’s more and more difficult to find market areas for
granting sales and cash.
Nevertheless, Zanzar Sistem succeeded to contain the negative effects of this period, trying to fit as much as
possible to the new requests of the market, not giving up to accomplish however its growth targets linked
to investments in progress and continuing to invest in research and development, being this latter activity
the only way to differentiate itself from competitors, remaining a market leader. So, even in the presence
of a significant drop in orders and sales, Zanzar Sistem does not show any failure of the main indicators of
economic and financial stability and balance, succeeding in a difficult year to close the annual statement with
a significant net profit.
It should be noted that, although the Italian market actually is the most difficult, 2013 saw a slight improvement
in this area, while the largest drop in sales has occurred abroad.
For 2014, the forecast is for a year of change, it should go back to growth and the signals are partially visible
ZANZAR SISTEM
ANNUAL REPORT 2013
37
in the first quarter which saw turnover increase by over 25% with sales of around 1,000 € / thousand more
than in first quarter of 2013. We need to consider, anyway, that it is always difficult to make very precise
predictions during the preparation of this document standing the seasonality of the company and that high
season did not started yet.
About price lists, there are no increases forecast for the year 2014.
LINE OF BUSINESS RISKS
The main used productive factors are aluminium, nets (in polypropylene, aluminium and steel) and plastic
accessories.
Alluminium:
Alluminium quotations have been significantly decreasing in 2013, upto € 1.280 /ton on LME market. It’s not
expected to increase in a short term.
LME (London Metal Exchange) quotations for primary aluminum have been continuously dropped over the
last few months of last year, standing still at levels below the production cost of many smelters in the world;
That’s because global production got excess demand, which explains the subsequent increase in inventories.
It is not a new situation. Stocks started being very high at the outset of the crisis in 2009 and LME price of
the metal was found, however, at levels much higher than today, but there is a big difference compared to the
past, now it has been found a way to compensate the fall in prices with a substantial increase in premiums by
exploiting the mechanisms of contracts financialization, then sending the metal in the warehouses as financial
contracts and cutting it off the market by this way.
Nets, wire and accessories buying from Japan
Pricelists for raw materials bought in yen it’s expected to be not increased. The buying cost, however, are
deeply influenced by the exchange rate euro / yen, which in the last period saw the Nippon currency left the
ground to Euro.
Fiberglass and aluminum nets buying
No increase in price is expected
Accessories buying
No increase in price is expected
FINANCIAL RISKS
Credit Risk
Zanzar Sistem spa has a credit insurance with an important insurance broker in order to constantly monitor
the credit allowed to each client, according to the information received by the insurance company. About
the previous outstanding credits/past stranded receivables, it has been created an allowance for doubtful
accounts.
38
ZANZAR SISTEM
ANNUAL REPORT 2013
The special economic situation affected the commercial credits causing longer terms extension of payment
granted to the customers, compared to the average cash-time of last four years.
Interest rate risk
The most of credit exposures, both short-term and medium-term, with lenders are connected with the interest
rate Euribor3M. The company has no derived contracts to cover these variable interest rates
The company management is constantly monitoring the macroeconomic trend, specially after the latest
turbulences in the international financial markets due to problems with the country risk of some countries of
the European Union.
In the last meeting of November 7th, 2013, the European Central Bank decided to reduce the interest rates
to 0.25% with a reduction of 0.25%.
In consideration of the financial situation of EU member countries and of credit institutions, it is conceivable
that the reference rate would remains at this level for 2014. The spreads charged by the banks on loans to
the companies were lower compared to last 2 years as consequence of the international financial turmoil
reduction, by 2 percentage points about credits unfreezing, while spread on ML loans is 3-4 points.
2013 was a year characterized by a slight increase in Euribor rates. The quarterly, which at January 2, 2013
was set at 0.19%, closed at an 0.29% in December 31, 2013 with a maximum peak of the year on 17th and
18th December, coming to 0.30% .
In early 2014, the mortgage installments of variable rates should remain almost stable. The forecast about
Euribor 3 months is of 0.30% in March, from current levels. Then a slight increase by the end of the year, when
the quarterly expected to rise to 0.35%.
Probably the increases will come in the following years: in 2015 Euribor 3 months is expected to be more
than 0.60%. Further confirmation that the Euribor will rise 1% in 2016, comes from the Liffe of London, which
monitors the futures rates up to 5 years. Just as in 2017, it will be 1.50%, upto 2% in 2018 and 2.50% in
2019.
2,5%
2%
1,5%
1%
0,5%
0%
7/2014
1/2015
7/2015
1/2016
7/2016
1/2017
7/2017
1/2018
7/2018
1/2019
ZANZAR SISTEM
ANNUAL REPORT 2013
39
Exchange rate risk
Some basic raw materials are bought abroad in yen and dollars.
Very important for Zanzar Sistem is the exchange rate yen / euro because a lot of raw materials are imported
from Japan.
During 2013, the Japanese currency has weakened against the euro, quoting in the end of the year about 144
yen per euro. This made buying in Japanese currency cheaper in 2013.
The exchange rate at the date of preparation of this document is around 141 yen per euro and the trend
analysts say that there will be change which could reach 150 by year end.
The Company, in order to hedge the increase risk in EUR / JPY exchange rate, signed with lender Banco di
Napoli, on December 12th , 2013 an option contract for currency, whith expiration on April 30th ,2014. The
contract has been signed in order to acquire 58,000,000 yen needed for buying goods for two containers
from Japan. At 31/12/2013, the contract shows a negative fair value of 73 euro.
Liquidity risk
Liquidity risk concern the jeopardy that financial resources cannot be enough to pay off maturing obligations.
The company manages the liquidity risk keeping the bank credits at an appropriate level, avoiding financial
tension and satisfying operating and investment requirements. On 31/12/2013 used short-term credit lines
represent about 50% of aid and relate entirely to the unfreeze receivables from customers or right-import
operations
SIGNIFICANT EVENTS OCCURRED AFTER
THE END OF 2013
• There are no relevant events to mention after year 2013 closure.
PREDICTABLE MANAGEMENT
EVOLUTION
About the management evolution, considering the results performed in the first quarter of this year, we
expect a sales increase of about 10% compared to last year. Exportations show positive signs as well as those
relating to the internal market, but it’s necessary to wait for the start of the high season (April / May) to have
more reliable information.
The financial situation of the company, constantly monitored, should not present any management problem
and related costs are expected to remain at same level of 2013.
The expected increase in sales should enhance financial strength and solidity of the company, bringing even
more positive results at the end of the year.
It is also very important to note that at the end of 2013 new plant in Taranto has been completed, such an
investment will optimize in 2014 all production and logistics costs resulting in a positive impact on economic
business data.
40
ZANZAR SISTEM
ANNUAL REPORT 2013
OWNERSHIP STRUCTURE
Approved share capital of Zanzar Sistem SpA amounts to € 3,520,000.00, fully subscribed and paid up.
The capital is composed by nr.352.000 ordinary shares with a nominal value of € 10.00 each.
The parent company In & Out Srl (Penta Group Srl) holds nr.315.000 shares.
PROPOSED RESOLUTIONS ASSEMBLY
Shareholders,
We propose to approve the financial statements at December 31, 2013 as presented with allocation
of net € 755.898 as follows:
-
Euro 40.000 legal reservation;
-
Euro 215.898 extraordinary reservation.
-
Euro 500.000 dividends distribution to shareholders.
Il Presidente del C.d.A.
ZANZAR SISTEM
ANNUAL REPORT 2013
41
ZANZAR SISTEM S.P.A
ZANZAR SISTEM S.P.A In &Out Srl Direction and Coordination Located in Grottaglie (Ta) al C.so Europa Z.I.
Share Capital € 3.520.000,00 fully paid
Court of Taranto – REA N.108049 Fiscal Code – Vat Number – Registration to Taranto Companies Reg: 02059890737
BALANCE SHEET
AT 31/12/2013
The amounts are in Euro, according to the law in force
BALANCE SHEET
ASSETS € 20.804.928
BALANCE SHEET ASSETS
31/12/2013 31/12/2012
B) FIXED ASSETS
I) INTANGIBLE ASSETS
2) Research, development and advertising costs
545.086
417.221
3) Industrial and utilization patents. Original works
114.466
95.457
4) Permissions, licenses, trademarks and similar rights
17.392
17.329
5) Starting
4.444
4.722
7) Other intangible assets
3.336
3.751
684.724
538.480
1) Lands and buildings
5.473.585
5.834.376
2) Plants and machinery
1.389.632
1.336.127
246.066
141.280
196.814
244.335
I TOTAL INTANGIBLE ASSETS
II) TANGIBLE ASSETS
3) Industrial and commercial equipments
4) other goods
5) Assets in progress and deposits
2.865.290
397.756
II II TOTAL TANGIBLE ASSETS
10.171.387
7.953.874
12.607
12.607
12.607
12.607
3.225
3.225
3.225
3.225
III) FINANCIAL ASSETS
1) Shareholdings in:
d) Other companies
1 TOTAL shareholdings in:
2) CREDITS (Fixed financial assets)
d) to be collected beyond the next year from third parties
2 TOTAL Credits (FIXED FINANCIAL ASSETS) from
III TOTAL FINANCIAL ASSETS
B TOTAL ASSETS
15.832
15.832
10.871.943
8.508.186
C) SHORT TERM ASSETS
I) INVENTORY
1) of raw materials, subsistence and consistency
3.911.116
4.503.557
2) items being processed and semifinished products
589.464
833.251
4) inished products and goods
155.708
93.106
4.656.288
5.429.914
4.536.681
4.275.100
I OVERALL INVENTORY
II) CREDITS (CURRENT ASSETS) FROM
1) Customers:
a) credits to be collected within the next year from third parties
SEE ON NEXT PAGE...
ZANZAR SISTEM
ANNUAL REPORT 2013
43
BALANCE SHEET ASSETS
TOTAL Customers
31/12/2013 31/12/2012
4.536.681
4.275.100
4 – Holdings
a) to be collected within the next year
50.292
0
b) to be collected beyond the next year
112.171
112.171
162.463
112.171
a) to be paid within 12 months
238.159
22.513
4 bis TOTAL tax assets
238.159
22.513
238.159
22.513
4 TOTAL Holdings
4 - bis tax assets
4 -ter deferred tax assets
133
30.392
b) to be collected beyond the next year
205.252
169.969
4-ter TOTAL deferred tax assets
205.385
200.361
89.848
65.125
5 TOTAL Others (circ.)
89.848
65.125
5.232.536
4.675.270
8.067
5.087
5 Others (circ.):
II TOTAL CREDITS (Att. circ.)
IV) CASH AVAILABILITY
1) Post and bank deposits
2) Cheques
3) Cash and cash equivalents on hand
IV TOTAL CASH
C TOTAL CURRENT ASSETS
D) ACCRUALS AND DEFERRED INCOMES
2 Accruals and deferred incomes
D TOTAL ACCRUALS AND DEFERRED INCOMES
TOTAL BALANCE SHEET-ASSETS
44
ZANZAR SISTEM
ANNUAL REPORT 2013
-
-
1.159
387
9.226
5.474
9.898.050
10.110.658
34.935
35.921
34.935
35.921
34.935
35.921
20.804.928
18.654.765
BALANCE SHEET-LIABILITIES
31/12/2013 31/12/2012
A) NET WORTH
I) Share Capital
3.520.000
3.520.000
III Revaluation Reserve ex Art.15 Law Decree 185/08
1.806.459
1.806.459
475.000
430.000
2.744.659
1.896.801
IV) Legal reserve
VII) Other reserves
extraordinary reserve
Reserve for rounding unit of euro
3
(1)
241.058
241.058
VII TOTAL other reserves
2.985.720
2.137.858
IX) Profit (loss-) of the year
755.898
892.859
9.543.077
8.787.176
147.332
154.984
other reverse of income
A TOTAL NET ASSETS
B) PROVISIONS FOR RISKS AND CHARGES
1) for retirement benefits and similar obligations
2) for taxes, also deferred ones
0
18
B TOTAL PROVISIONS FOR RISKS AND CHARGES
147.332
155.002
C) SEVERANCE INDENNITY
D) DEBTS
45.038
44.429
a) to be paid beyond 12 months
4.824.897
3.178.655
2.028.893
2.823.128
4 TOTAL DEBTS TO THE BANKS:
6.853.790
6.001.783
141.042
143.252
b) o be paid beyond12 months
995.000
827.571
1.136.042
970.823
1.804.713
1.199.348
1.804.713
1.199.348
0
130.802
0
130.802
0
16.548
0
16.548
167.855
149.483
167.855
149.483
320.988
332.585
4) Debts to the banks:
5) 5) Debts to other lenders
5 TOTAL Debts to other lenders
7) Debts to suppliers
a) Debts to suppliers to be paid beyond 12 months
7 TOTAL Debts to suppliers
11) Debts to the Holding:
11 TOTAL Debts to the Holding
12) tax debts
12 TOTAL tax debts
13) Debts to welfare institutions
13 TOTAL Debits towards Ist. of social security and Security Social
14) other debts:
b) to be paid within 12 months
14 TOTAL other debts
6.265
327.253
332.585
10.289.653
8.801.372
2 Accruals and deferrals
779.828
866.786
E TOTAL ACCRUALS AND DEFERRALS
779.828
866.786
20.804.928
18.654.765
D TOTAL DEBTS
E) ACCRUALS AND DEFERRALS
TOTAL BALANCE SHEET - LIABILITIES
ZANZAR SISTEM
ANNUAL REPORT 2013
45
NET INCOME
€ 755.898
INCOME STATEMENT
31/12/2013 31/12/2012
A) PRODUCTION VALUES (core production)
1) Revenues, sales and services
17.574.059
18.444.909
2) Changes in working products inventories
(181.185)
(705.497)
4) Increases in fixed assets for internal work
298.880
182.854
585.344
528.842
585.344
528.842
18.277.098
18.451.108
6) raw materials, goods subsistence and consistency
9.303.482
9.333.892
7) services
2.051.041
2.174.009
81.551
128.569
2.548.973
2.413.680
b) social charges
783.135
707.072
c) everance indemnity
185.348
178.413
e) other cost of the staff
28.001
5) Other revenues and income (core production)
a) Other revenues and income
5 TOTAL Other revenues and income
A TOTAL VALUE OF THE PRODUCTION (CORE PRODUCTION)
B) PRODUCTION CHARGES (core production)
8) or third parties’ enjoyment
9) for the staff:
a) Wages and salaries
9 TOTAL AMOUNT FOR THE STAFF
3.545.457
3.299.165
10) Depreciation and Amortization
a) depreciation of intangible fixed assets.
134.241
103.271
b) depreciation of material fixed assets
933.150
919.283
d1) devaluation of receivables (current assets)
68.129
150.000
d TOTAL receivables depreciation (current assets) and cash
10 TOTAL Depreciation and Amortization
11) changes in inventories: of raw materials, existence, consistency & goods
150.000
1.135.520
1.172.554
592.480
702.187
14) other operating costs
B TOTA L PRODUCTION COSTS (core production)
201.664
16.911.195
198.146
17.008.522
TOTAL DIFFERENCE BETWEEN VALUES AND PRODUCTION COSTS (A-B)
1.365.903
1.442.586
SEE ON NEXT PAGE...
46
68.129
ZANZAR SISTEM
ANNUAL REPORT 2013
31/12/2013 31/12/2012
C) INCOME AND EXPENSES
16) Other financial income (not participating.)
d4) from others
31.946
33.742
d) TOTAL incomes different from the previous ones
31.946
33.742
31.946
33.742
219.381
362.145
219.381
362.145
16 TOTAL other financial incomes
17) interests and othe financial charges
d) to others
17 TOTAL interests and financial charges from:
17 – BIS) Earnings and losses in exchange rates
16.561
179.589
(170.874)
(148.814)
20) extraordinary income
b) other extraordinary income (not included N5)
1.119
105.103
20 TOTAL EXTRAORDINARY INCOME
1.119
105.103
2.860
18.492
2.860
18.492
(1.741)
86.611
1.193.288
1.380.383
442.432
487.208
(5.042)
316
operators, current, deferred and prepaid
437.390
487.524
23) EARNINGS (LOSES)FOR THE YEAR
755.898
892.859
TOTAL INCOMES AND EXPENSES ( 15+16-17+/-17 bis)
E) EXTRAORDINARY INCOME AND CHARGES
21) Extraordinary charges
b) taxes relating to previous years
21 Total Extraordinary charges
TOTAL EXTRAORDINARY INCOME AND CHARGES (20-21)
TOTAL PROFIT BEFORE TAXES (A-B+C+D+E)
22) Taxes on income, current and deferred
a) current taxes
b) deferred taxes (advanced)
TOTAL Taxes on income
22)
ZANZAR SISTEM
ANNUAL REPORT 2013
47
ZANZAR SISTEM S.P.A
ZANZAR SISTEM S.P.A In &Out Srl Direction and Coordination Located in Grottaglie (Ta) al C.so Europa Z.I.
Share Capital € 3.520.000,00 fully paid
Court of Taranto – REA N.108049 Fiscal Code – Vat Number – Registration to Taranto Companies Reg: 02059890737
INTEGRATIVE
NOTE
The annual report at 31 Dicember 2013 has been drawn up in accordance with the civil law in force (Art. 2423
and ss. of civ. cod.) as well as with the accounting standards issued by the Italian Accounting Body.
In the specific have been considered the general principals of the Balance Sheet making up (art.2423 of
Civ. Cod.), basis of preparation (art.2423 bis) and the evaluation criteria established for the individual items
(art.2426), without the application of any of the exemptions provided by Article 2423, paragraph 4, of the
Civil Code.
In order to provide better information, the balance sheet is integrated with the prospect of the variations
occurred during the year affecting the net assets and with the financial report.
This document has the function to illustrate, analyze and, in some cases, integrate the Balance Sheet and
the Income Statement, as well as to provide all the information requested by the art. 2427 Civ. Cod. Finally,
although not specifically requested by current measures, are present all those complementary information
able to give a truthful and correct representation of capital, financial and economical situation of the company.
Regarding the company activity, the relationships between the controlling company and the controlled
companies, the relevant
events occurred after the date of the annual report, as well as the management evolution, reference should
be made to management report. For an immediate understanding of the management dynamics, the amounts
shown in this additional note are expressed in thousands of euro, unless differently indicated.
ASSESSMENT CRITERIA
The items presented in this balance sheet are evaluated according to the principles provided by law, interpreted
and integrated by the accounting standards established by O.I.C. and, failing these, by those issued by the
International Accounting Standards Board (IASB already IASC).
Furthermore the balance sheet is arranged in accordance with the Board of Statutory Auditors, for the cases
provided for law, applying the same assessment criteria, accounting and compilation standards adopted for
the previous year. Assessment criteria and accounting standards adopted for the most important items are
presented here following.
Intangible fixed assets
Intangible fixed assets are stated at acquisition or production cost, including any collateral burden directly
related. Systematic amortization is operated according to residual utility of this burdens at the date of balance
sheet. Nevertheless, the amortization period never exceeds 5 years.
48
ZANZAR SISTEM
ANNUAL REPORT 2013
Tangible fixed assets
Tangible fixed assets are stated at acquisition cost increased of any collateral burden directly related. The cost
is systematically amortized every year in relation to their residual possibility of utilization.
The value of fixed assets at the end of year is not less than that determined according to principle explained
above, therefore it hasn’t been necessary to make any adjustment, rounding down, to integrate the estimated
amortizations. Ordinary maintenance costs are totally charged to Income Statement, while the extraordinary
ones, which are incremental, are charged to the sources of income, which they refer to, and are amortized in
relation to the utilization possibility of the same.
The minus or capital gains arising from the sale or disposal of assets are charged to the income statement.
Finantial Assets
Share-holdings are evaluated at cost method. Subscription value is estimated on the basis of the acquisition
or subscription cost, including any collateral burden directly related, adjusted for impairment losses value as
provided by the art. 2426 c.c.
Commercial, financial and other credits
Credits are stated at estimated bargain value, that is making adjustments to credit nominal value , where
necessary, in order to consider the losses for write-off, billing adjustments, rebates and discounts, not-accrued
interests. Cash orders remised to the banks with the clause “under usual reserve and/or “after collection”, are
highlighted among credits to customers, because the transfer of them to the Lending Institutions doesn’t
change the financial relationship with the customers.
The Lgs. Decree 231/2002 introduces significant news in terms of amount due and effect of interests on
arrears in case of delay in payments by customers. In particular, the regulation provides for the agreements
concluded after 8th August 2002, the right, for the payee, to get interests on arrears that accrues, ope legis,
without the obligation of formal notice, from the day after the expiration date of the agreed payment.
This regulation can be waived by the parties. In this regards, it is to be noted that the customers of the
company arrange in right time the payments of invoices. In addition, it is a commercial practice in this field not
to charge interests on arrears against delay in payment. For this reason, the company has decided to formalize
this with a written communications to its customers. As a result, the possible interests on arrears charged to
the company are accounted “for cash”.
Inventories
Inventories of raw materials, subsidiaries and consumables, are evaluated for homogeneous classes, for nature
and value, at the lower cost between acquisition one and the estimated bargain value, based on the market
trend at the end of year
Inventories of finished, semifinished products, and goods are evaluated at lower cost between market value
and production cost. This last one includes all costs directly related to the product. The cost is calculated
according to the weighted average method.
Prepaid taxation
Activities for prepaid taxation are stated on the balance sheet, according to a conservative concept,
considering that there is a reasonable certainty of their recovery in the immediate future. This approach meets
the Accounting principle n°25, according to which the activities for prepaid taxation have not to be noticed
in absence of the reasonable certainty that there will be this credit.
ZANZAR SISTEM
ANNUAL REPORT 2013
49
Accruals and deferreds
Accruals and deferreds are stated in the relative items according to the matching concept, adopting the
criterion of temporal evaluation in compliance with the disposals of art. 2424-bis paragraph 6 of the Civil
Code.
Provision for employment termination benefits
The provision reflects the debit amount that the company has towards its employees for severance indemnities.
The share for the year has been quantified, as well as the existing fund, in accordance with the provisions of
the law and national collective agreements.
Financial and trade debts
They are stated on the balance sheet at nominal value. This last one also includes, if contractually provided
for, the debt interests.
Credits and debts in foreign currency
Credits and debt in foreign currency are originally recorded at the exchange rate of the transaction day .
The realized exchange rate differences are recorded in the Income Statement. Credits and debts in foreign
currency outstanding at the end of the financial year, are shown in the balance sheet at the exchange rates
in force on that date. Profits and losses arising from the foretold conversion are credited and debited to the
Income Statement as a component of financial income. Any net profit is set aside in an appropriate reserve of
net assets: “Reserve for net profits of exchanges” that can’t be shared until the actual realization.
Provisions for risks an charges
These funds are provided to cover certain losses or debts, but whose can’t be determined the amount or
the date of their arising. In the evaluation of these funds have been followed the principles of prudence and
competence and it hasn’t been established a generic risks fund without an economic justification.
Potential liabilities are recognized in the balance sheet and stated in the funds since they are considered as
probable and their amount can be reasonably estimated.
Risks whose liability manifestation is only possible but not certain are described in the additional note,
without setting any risks funds according to the accounting principles. Risks of remote nature have not been
considered.
Contributes for plants
The contributions of non-taxable equipment are included for competence in relation to their maturation,
including deferred expense and credited to the income statement in proportion to the depreciation of fixed
assets to which they refer.
The contributions of taxable plants have been recorded, according to the national accounting standards of
reference, decrease in the value of the historical cost of assets to which were reported.
Fiscal debts
They are the fiscal debts of certain nature, whose payment terms are not expired yet or for which it has not
decided a division into installments.
50
ZANZAR SISTEM
ANNUAL REPORT 2013
Financial lease transactions (leasing)
Financial lease transactions are represented in the balance sheet according to the capital method, accounting
to the Income. Statement the fees paid on the basis of the matching concept. In the apposite section of
the additional note are provided all the complementary information, requested by law, relating to the
representation of financial lease contracts according to the financial method provided for the international
accounting principle IAS 17.
Costs and Revenues
The survey of the costs and revenues, of burdens and incomes is in compliance with the accrual and prudence
principles. Therefore profits are recorded only if obtained at the end of the year, while risks and losses are
taken into consideration even if realizable after the date of year closure.
Income tax and deferred taxation
Income taxes are stored away according to the matching concept and they represent:
- the amount of taxes to clear for the year on the basis of a realistic estimate of taxable income.
- The amount of taxes to clear for the year has been calculated in accordance with the current measures,
considering the applicable exemptions and the due tax credits;
If any, the temporally deferred tax (active or passive) is calculated considering the effective rate of the last
year.
Deferred active taxes (paid in advance taxes) are stated in accordance with the prudence principle, only if
exists the reasonable certainty of their recovery, based on the existence, in the future years, of a taxable
income not less than the temporary differences that will be revoked. There aren’t tax allowances against
taxable reserves and funds in case of sharing if this last one is not likely.
TRANSACTIONS WITH RELATED PARTIES
Transactions by Zanzar Sistem SpA with related parties mainly involve the exchange of goods, provision of
services, and the provision and use of financial resources with the parent company In & Out Srl (formerly
Penta Group Srl) and with the companies it controlled directly.
All the transactions are part of normal operations, are regulated at market conditions, ie conditions that
would be applied between two independent parties, and were carried out in the interests of the companies.
The transactions are with the following companies:
Penta Trade Srl
(controlled by In & Out Srl (formerly Penta Group Ltd)): purchase of various raw
materials and finished products
Linea Uno Srl
(controlled by In & Out Srl (formerly Penta Group Ltd)): trading in flyscreen
sector;
Aquattro Srl
sector;
Stampaggi Industriali Srl
sector;
Zanzar Iberia SA
(Spagna – controlled by In & Out Srl (formerly Penta Group Ltd)): trading in
flyscreen sector;
Screentech Ltd
(Greece - connected to In & Out Srl (formerly Penta Group Ltd)); trading in
flyscreen sector;
Modula Srl
(connected to In & Out Srl (formerly Penta Group Ltd)); marginal commercial
operations;
Quadra Srl
(connected to In & Out Srl (formerly Penta Group Ltd)); no commercial
operation;
ZANZAR SISTEM
ANNUAL REPORT 2013
51
BUSINESS RELATIONS AND OTHERS AT
31/12/2013
CREDITS
DEBTS
CHARGES
goods
purchase
PARENT COMPANY PENTA GROUP SRL
6.100
REVENUES
services
sellings
other revenues
and services
-
1.195
-
5.000
COMPANIES CONTROLLED
BY IN & OUT
Aquattro Srl
Penta Trade Srl
Lineauno Srl
Stampaggi Industriali Srl
Zanzar Iberia (Spagna)
186.042
29.041
257.978
6.100
100.843
164
26.041
15.750
63.381
-
2.901
886.274
155.710
185.678
-
1.288
-
801.618
90.886
725.288
687
365.076
21.846
21.563
14.761
5.000
2.643
122
412.019
-
244
3.946
-
5.746
-
437
-
674
1.194.417
-
-
COMPANIES LINKED TO
IN & OUT
Modula Srl
Screentech Ltd (Grecia)
Quadra Srl
MAIN DATA ON THE CONTROLLING COMPANY IN & OUT (FORMERLY PENTA GROUP SRL)
2012
2011
6.167.590
4.978.618
332.849
391.960
733
1.510
6.501.172
5.372.088
110.000
22.394
4.011.218
731.012
110.000
22.394
3.485.861
525.357
1.626.548
1.228.476
6.501.172
5.372.088
BALANCE SHEET
ATTIVO
A) Credits due from shareholders for not paid capital
B) fixed assets
C) Current Assets
D) Accruals and deferred
TOTAL ASSETS
LIABILITIES
A) Net Assets:
capital
stocks
profit / loss carried forward
profit / loss for the year
B) Provisions for risks and charges
C) Severance indemnity
D) Debts
E) Accruals and deferred
TOTAL LIABILITIES
INCOME STATEMENT
A) Production value
78.545
21.954
(40.038)
(55.967)
C) Financial income and charges
998.132
563.969
D) mpairment on financial assets
(304.175)
B) production charges
E) Extraordinary income and expenses
Taxes on income
Profit (loss) of the year
52
ZANZAR SISTEM
ANNUAL REPORT 2013
1
(1)
(1.453)
(4.598)
731.012
525.357
NATIONAL TAX CONSOLIDATION REGIME
In 2013 Zanzar Sistem Spa joined again the National Tax Consolidation Regime charged to the controlling
company In & Out Srl (formerly Penta Group Srl)
The companies joining the Consolidation regime are the following:
- In & Out Srl
- Zanzar Sistem SpA
- Penta Trade Srl
- Linea Uno Srl
- Aquattro Srl
We highlight the following accounting records related to corporate taxes:
Domestic consolidation
in credit
Balance at the end of 2012
Balance Ires 2012 to the First Deposit IRES 2013
268.809
Advances to the Second Deposit IRES
208.445
Transfer credit for withholding tax
Refunds of outstanding taxes
in debit
in credit
130.802
112.171
in debit
3.073
More IRES 2012 detected in statement
2.431
Debt of Ires 2013 due to Holding
296.802
Totals
480.327
Balance 2013
430.035
112.171
50.292
0
112.171
DERIVATIVE CONTRACTS IN PROGRESS
Derivate contract type
Options on foreign currencies
Contract N.
11521864
Currency
EUR/JPY
Signing date
12/12/2013
Expiry date
30/4/2014
National
58.000.000 JPY
Amount of currency to be exchanged
411.639 EUR
Underlying financial risk
Exchange risk
Fair Value
-73
Passivity
Purchases from suppliers
ZANZAR SISTEM
ANNUAL REPORT 2013
53
COMMENTS
ON THE MAIN ASSETS ITEMS
B.
FIXED ASSETS
B.I
Intangible fixed assets
Intangible fixed assets are entered for € 684.724. Compared to the previous financial year, there was a net
increase of € 146.244.
Research,
development &
advertisement
charges
Software
licenses for
an indefinite
period
Licenses,
trademarks and
similar rights
starting
other
intangible
fixed assets
TOTAL
148.934
2.477
114.899
8.320
3.270
921.536
283.985
545.817
103.566
46.350
(3.499)
146.417
151.411
114.899
11.590
1.202.022
amort. fundus at 31/12/12
amortization 2013
funds al 31/12/13
128.596
104.023
232.619
92.961
20.233
113.194
46.752
7.390
54.142
110.177
278
110.455
4.570
2.318
6.888
383.055
134.242
517.297
VALUE AT 31/12/13
545.086
33.223
97.269
4.444
4.702
684.724
Cost at 31/12/12
purchase 2013
Contributi L.181/89
cost at 31/12/13
545.817
231.888
The increases relate mainly to capitalized costs for R & D and purchase of software licenses. These increases
are considered in detail in the Management Report in the section on Research and Development.
The amortization criteria for the various categories of intangible assets are deemed to meet the residual
possibility of use or usefulness.
B.II Tangible fixed assets
Net tangible assets increased by € 2,217,513. Net tangible assets increased by € 2,217,513. Total amortization
was € 933,150, while the purchase of new fixed assets amounted to € 703,648. Resulting assets under
construction amounted to € 2,865,290 related to the new industrial Plant of Taranto.
Grants related to facilities received from Invitalia Spa ex LL. 181/89 e 513/93 were deducted from the
cost at 31/12/12
Riv. Art.15 LD 185/08
purchases 2013
contribution LD. 181/89
reclassifications
disposals
amortization fund
at 31/12/12
reclassifications
disposals 2012
amortization 2013
fund at 31/12/13
VALUE AT 31/12/13
ZANZAR SISTEM
ANNUAL REPORT 2013
TOTAL
valuables <
516 euro
569.458
0
19.144
(1.924)
0
0
586.678
51.909 11.215.393
0 1.868.740
703.651
0
(35.724)
0
0
0
0
0
51.909 13.752.060
982.694
76.260
317.428
387.686
(577)
51.909
5.528.016
97.734
19.310
393.324 1.080.428
4.643
80.903
18.085
335.513
69.790
456.899
51.909
(8.888)
0
933.150
6.445.963
18.565
48.470
0
7.306.097
35.555 1.361.935
(4.854)
(8.888)
374.898
(884)
367.791
2.307.442
326.168
29.629
56.296 1.683.249
89.982
246.066
Assets in progress at 31/12/13
54
vehicles and
cars
362.002
0
21.981
0
0
0
383.983
1.939.651
763.362
electronic
office
machines
94.248
0
5.220
0
0
0
99.468
592.584 2.031.538
0
0
431.557
0
(16.484)
0
0
0
0
0
592.584 2.446.611
536.288
office
furniture
484.393 1.123.974
0
0
214.766
3.983
(12.246)
(5.070)
0
0
0
0
483.306 1.326.494
5.905.287
1.868.740
7.000
0
0
0
7.781.027
5.473.585
equipments
and molds
plants
machinery
specific
plants
and
machinery
land and
buildings
acquisition cost of the assets concerned as required by Accounting Standard 16 of the OIC.
129.779
3.185.698
contributi L.181/89
(320.408)
Assets in progress at 31/12/13
2.865.290
contribution LD.181/89 31/12/12
10.171.387
The building located in Grottaglie (Ta) at C.so Europa is subject to the following mortgages
• First degree for the group Mediocredito Italian Spa € 5.600,000
The building located in Taranto on the Strada Prov. Grottaglie- Montemesola, sheet 157 particle 82 sub 14, is
subject to the following mortgage:
• First degree in favor of “national Agency for inward investment promotion and enterprise development
SpA” € 1,476,000.
The buildings located in Taranto on the Strada Prov. Grottaglie- Montemesola, sheet 157 particle 82 sub 16
and 17 are subject to the following mortgage:
• First degree in favor of “national Agency for inward investment promotion and enterprise
development SpA” € 1,612,500
B.III
Financial Fixed Assets
Compared to the previous year, there are no changes.
Il saldo indicato in bilancio, pari ad € 15.832, è così composto:
• Guarntee deposit
• Conai/Corepla membership fee
€
3.225
€
5
• Banca di Taranto holding
• Banca Pop. Pugliese holding
€
2.600
€
10.002
C.
CURRENT ASSETS
C.I
Inventories
Amount to € 4,656,288 and in comparison with 2012 there was a decrease in total equal to € 773,626
arising from the following changes, the reasons for which are given in the management report:
• Raw, subsidiary and consumer materials
• Goods in process and semifinished products
€
(592.441)
€
(243.787)
• Finished Products
€
62.602
C.II Accounts Receivable
C.II.1 Accounts Receivable from Customers
Amount to euro 4.536.681. Accounts receivable represent the money owed by national and foreign entities
to the firm . They show an increase of € 261.581.
The accounts are listed net of allowance for doubtful accounts of € 189.734, operated as follows
ZANZAR SISTEM
ANNUAL REPORT 2013
55
MOVEMENT OF CREDITS DEPRECIATION FUND
FUND AT 31/12/2012
€
150.000
decrease variation for use
€
(28.395)
financial year 2013 accrual
€
68.129
FUND AT 31/12/2013
€
189.734
€
€
without tax
with tax
189.734
There are no payable credits over twelve months.
In conformity with art. 2427 n. 6 of the Civil Code, we highlight here under the credit distribution for
geographical areas:
• Accounts receivable from italian customers
€
3.781.862
• Accounts receivable from Foreign Customers
€
754.819
of wich UE countries
€
753.249
of wich Extra UE countries
€
1.570
C.II.4
Receivables due from parent company
• Amount to euro 162,463 over the previous year and showed a positive variation of € 50,292 to be
entered totally receivables within the year and due to higher advances on tax consolidation materials
transferred to the parent with respect to the results of the year-end.
The registered credit beyond one year is due to:
• Request made to the tax authorities by the consolidating company to recover IRES tax consolidation as
a result of the deductibility from taxable income of 10% of IRAP paid by Zanzar Sistem for the year 2007
(Article 6 of Decree Law 185/08) for € 7,068;
• Request made to the tax authorities by the consolidating company for recovery of IRES tax consolidation
following the IRAP deductibility from taxable corporate income tax for the part relating to staff costs
(article 2, paragraph 1-c, DL 201/2011) for € 105.103.
C.II.4-bis Tax credits
Amount to euro 238,159 and compared to the same entry in the previous year there was an increase of
€ 215,646. The increase is attributable to the significant VAT credit gained end of the year as a result of
the significant investment for the completion of the new factory in Taranto.
In detail:
Credit Vs Inland Revenue for refund IRES ex art.6 DL 185/08
€
10.221
Credit Irap
€
9.281
Trucking facilities Tax Credit
€
607
Treasury inc.tax repl. TFR
€
307
Treasury VAT
€
238.159
C.II.4-ter Prepaid taxes
This item, amounting to € 205,385, has deferred tax assets arising from:
56
ZANZAR SISTEM
ANNUAL REPORT 2013
• Amortisation of other intangible assets for tax purposes that are serving a lower rate than they did in the
budget to € 1,722.
• Provisions doubtful receivables for € 189,734;
• Provisions to risk reserves for € 99,850;
• Statutory amortization of the amount of the revaluation of property used ex DL 185/2008 for € 372.466.
C.II.5
Accounts Receivable from others
Compared to the last year there was an increase of € 24.723
The detail of such credits, total € 89.848 is the following:
Vs credit / Invitalia for contributions L.181/89
€
58.814
Vs credit / suppliers
€
19.543
Vs credit / GSE for contributions in c / energy
€
5.727
other receivables
€
5.765
€
89.848
C.IV
Liquid Assets
Amount to euro 9.226. The detail of such credits is the following:
31/12/2013 31/12/2012
bank and post deposits
€
Cheques
Cash and cash equivalents
8.067 €
Variations
5.087 €
-
-
2.980
-
€
1.159 €
387 €
772
€
9.226 €
5.474 €
3.752
D. ACCRUALS AND PAYABLES
D.2 Deferred Charges
Deferred charges relate to transfers of costs to future years. The detail is the following:
Insurance
€
20.029
Vehicles property tax
€
733
Advertising Services
€
6.776
Telephone expenses
€
5.477
Other deferred
€
1.920
€
34.935
ZANZAR SISTEM
ANNUAL REPORT 2013
57
COMMENTS ON THE MAIN ITEMS
OF LABILITIES AND SHAREOLDERS’
EQUITY
A. EQUITY
The movement of equity components are the following:
2013
Result allocation
of the
previous year
DESCRIPTION
Initial
Balance
Social capital
3.520.000
Legal reserve
430.000
45.000
Special reserve
1.896.800
847.858
Revised reserve DL 185/08
1.806.459
1.806.459
Equity Reserve L.488/92
241.058
241.058
892.859
(892.859)
8.787.176
(1)
TOTAL NET ASSETS
Dividends
Other
Changes
Result
of the Year
Final
Balance
3.520.000
475.000
4
0
4
2.744.662
755.898
755.898
755.898
9.543.077
2012
Description
Social reserve
2.150.000
Legal reserve
430.000
Result
allocation
of the
previous year
Dividends
Other
Changes
Result
of the Year
1.370.000
Final
Balance
3.520.000
430.000
Special reserve
1.868.740
Revised reserve DL 185/08
1.806.459
1.806.459
241.058
241.058
Equity Reserve L.488/92
TOTAL EQUITY
58
Initial
Balance
ZANZAR SISTEM
ANNUAL REPORT 2013
1.027.813
7.524.070
1.027.813
(999.750)
(3)
(1.027.813)
0
1.896.800
892.859
(999.750)
1.369.997
892.859
892.859
8.787.176
Distribution, availability and formation of equity reserves (art.2427 c.c.)
Nature/description
amount
Use
possibility
available
quote
summary of uses made in the 3
previous years
To cover
losses
Capitale
to increase the
share capital
3.520.000
Capital Reserve
Own Capital Reserve Dl 488/92
L.488/92
37.058
A,B
475.000
B
-
A,B
204.000
A,B
Extraordinary reserve
2.744.662
A,B,C
Reserve Ex Dl 185/08
1.806.459
A,B
Profits of the last years
-
-
Retained earnings
Statutory reserve
Reserve of future share capital increase
Own Capital Reserve Dl 488/92
TOTAL
8.787.179
Not distributable share *
emaining distributable share
2.744.662
-
1.537.250
2.744.662
1.537.250
684.724
2.059.938
Note
(*) it represents the not distributable portion set aside to cover long-term costs not yet amortized
(art.2426 c.c., n.5)
A: to increase Share Capital
B: To cover losses
C: To distribute to Share holders
A.I
Capital
The share capital as of 31/12/2013 is made up of 352,000 ordinary shares with a nominal value of € 10.00
each, for a total of € 3,520,000 and is fully paid.
A.IV Legal Reserve
Legal reserve amounts to € 475.000. This reserve was formed through the allocation of a part of the share
capital net income.
A.VII Other Reserve
The amount is increased of € 847.862. This variation is the result of the allocation of the profit of the previous
year and of the useing the special reserve per dividends.
Any rounding differences, due to the compilation of the balance sheet in unit of euro, have been ascribed to
the extraordinary reserve.
ZANZAR SISTEM
ANNUAL REPORT 2013
59
Dividends
There were no dividend distributions in 2013.
B. PROVISIONS FOR RISKS AND CHARGES
B.1 Pensions and similar obligations
The fund includes provisions for clients allowance due to sales representatives in case of termination of office
(ex art.1751 civil code). The prevision for the year 2013 was € 17.939, it was used € 25.591.
C. EMPLOYEE END OF-SERVICE ALLOWANCE
This fund is increased, comparing with the previous years, of € 609. It has been quantified, together with
the share of the year, in compliance with law regulations and collective economic agreements. The company
has indicated in the credit of this fund the advances of end-of-service allowance paid to employees who had
acquired the right and requested it. The fund, net of these advances, amounts to € 45.038. This value will be
null in the future with the new regulations regarding the provision of end of-service allowance for companies
that have more than 50 employees, with the purpose of the supplementary pension.
Fund to 31.12.2012
44.429
Decreases:
advances paid
209
substitute tax
145
Increases
reassessment
963
Fund to 31.12.2013
45.038
D. DEBTS
D.4 Due to banks
Amounted to € 6.853.790 million and compared to last year, there was an increase of € 852,007.
Specifically, the short-term debt increased by € 1,646,242, while the medium / long declined by
€ 794,235.
credit Institutes
c/c
a credito
Unicredit
799.072
1.128.831
5.757
866.766
Banca Nazionale del Lavoro
2.310
199.541
Banca Popolare di Bari
468.763
Monte dei Paschi di Siena
416.537
8.067
Rate mutui scadenti antro l’anno successivo
Totale debiti v/banche scadenti entro l’anno successivo
ZANZAR SISTEM
ANNUAL REPORT 2013
altri fin. a breve
151.152
Banco Napoli
TOTALI
60
c/c a debito smob. Portafoglio
2.102.759
794.235
4.824.897
1.927.903
Outstanding
debt at
31.12.2013
Amount
Banca Intesa
2.000.000
419.733
giugno-15
277.318
142.415
Banca Nazionale del Lavoro
1.000.000
750.000
gennaio-19
142.857
607.143
Mediocredito
1.200.000
953.395
dicembre-18
174.060
779.335
Monte dei Paschi di Siena
1.000.000
700.000
giugno-17
200.000
500.000
5.200.000
2.823.128
794.235
2.028.893
TOTAL
Expiry date
Short term
quote
credit Institutes
Medium term quote
The loan from Banca Nazionale del Lavoro mentioned above is assisted by the guarantee fund for small
and medium companies managed by MEDIO CREDITO CENTRALE for € 800.000,00 with expiring date
20/01/2020 - Law Decree 662/96 art.2, clause100, letter a).
Loan rates expiring beyond 5 years
- Banca Nazionale del lavoro: € 35.714
D.5 Due to other lenders
Amounted to EUR 1,136,042 and the part relating to debts due within one year refers to the rate for the first
loan from Invitalia SpA pursuant to Laws 181/89 and 513/93 which expire in 2013 for EUR 140 571; There
are also debts for use of credit cards for € 2,471.
The part relating to debts due after one year refers to two long-term loans granted by Invitalia SpA
Creditor
Amount
Outstanding debt at
31/12/2013
Expiry date
Short term quote
medium term quote
INVITALIA SPA
984.000
632.571
giugno-18
140.571
492.000
INVITALIA SPA
503.000
503.000
giugno-21
-
503.000
140.571
995.000
Totali
1.487.000
1.135.571
Finanziamento agevolato ai sensi del D.L. 9 ottobre 1993 n. 410, convertito in L. 10 dicembre 1993 n. 513
The second loan refers to the existing contract for the enlargement of the factory located in Taranto and
represents the first two payments – made at SAL- for a maximum total of EUR 1,075,000 (as may be seen in
the Report on Operations).
D.7 Due to suppliers
Amount to € 1,804,713 and compared to last year there was an increase of € 605,365.
• Debts towards Italian suppliers
€
1.603.812
• Debts towards Foreign suppliers
€
31.022
• Dues towards suppliers for invoices to receive
€
177.352
• Credit notes to receive
€
(7.653)
ZANZAR SISTEM
ANNUAL REPORT 2013
61
D.11 Due to parent companies
Compared to last year there is a decrease of EUR 130 802, with the value that is set to zero.
D.7
Due to tax
The balance is cleared with a decrease of the value of the previous year of € 16.548.
D.12 Payables to social security institutions
Rispetto allo scorso anno si è avuto un incremento di € 18.372.
The balance of € 167,855 is made up of payables to:
•
I.N.P.S. for employees
€
149.962
•
I.N.A.I.L.
€
7.641
•
Enasarco
€
10.253
€
€
€
€
€
€
€
151.204
910
13.630
54.744
89.070
3.204
6.226
€
6.265
Compared to last year, there was an increase of € 18.372.
D.14 Other payables
The composition of the balance of € 327.253 is as follows:
Within the year
• Payables due to employees
• Payables due to collaborators
• Payables due to pension funds
• Payables due to clients
• Payables due to withholding agent
• Assigment of the fifth
• Other liabilities
All the debts in question have been or will be extinguished in the year 2014.
Beyond one year
•
Cautionary deposits customers
There was a decrease from the previous year to € 5.332.
E. ACCRUALS AND DEFERRALS
This item decreased of € 86.958 compared to the last year. The balance of € 779.828 is so made:
Debit deferred
62
Tax Credit art.8 L.388/00
€
572.362
Contribution L.488/92
€
150.810
Tax Credit L.296/06
€
48.483
Noleggi attrezzature
€
3.775
€
775.430
ZANZAR SISTEM
ANNUAL REPORT 2013
Accruals
Interests on loan
€
2.349
Interests and bank charge
€
2.048
€
4.397
MEMORANDUM ACCOUNTS
On 31/12/2013 Zanzar the Sistem has no Memorandum Accounts because, according to the provisions of
the OIC 22 (§ BI), there are no risks taken at that date for guarantees provided directly or indirectly to third
parties’ benefit , commitments related to the signing of contracts, third party assets temporarily at the firm.
The assets of the company subject to a mortgage in favor of third parties are not recognized on the balance
sheet as they are already the subject of recognition criteria (OIC 22, § B.II.h)
Actually the goods under mortgage are recorded in the balance sheet, instead the related debt is booked
under liabilities.
The amounts of the secured guarantees are described in section B. II Tangible fixed assets.
Third-party guarantees in favor of Zanzar Sistem are described in section D.4 Debts to banks
ZANZAR SISTEM
ANNUAL REPORT 2013
63
COMMENTS TO THE MAIN ITEMS OF
INCOME STATEMENTS
A. VALUE OF PRODUCTION
A.1
Revenues from sales
This item shows a decrease compared to the previous year of € 4,015,417, a decrease in percentage of
17.88%.
Categories
year 2012
Sales of finished products
8.024.838
(1.632.116)
6.392.722
Sales raw materials
6.345.140
1.228.121
7.573.261
sales finished
2.980.949
(220.141)
2.760.808
repairs
198.995
25.450
224.445
Other revenues from sales
944.177
(177.307)
766.870
Discounts, allowances, rebates
(49.190)
(94.857)
(144.047)
18.444.909
(870.850)
17.574.059
TOTAL
year 2013
la ripartizione territoriale è riportata nella relazione sulla gestione.
A.4
Incrementi immobilizz. per lavori interni
In this revenue item have been stated R&D costs, capitalized as intangible assets emaunted to € 229.888 and
the charges capitalization to make a machinery amounting to € 68.992.
A.5
Other revenues and income
A.5.B Other revenues
questa voce del conto economico ammonta ad euro 585.344 e presenta un incremento rispetto all’anno
precedente di € 56.502.
Nel dettaglio essa e formata da:
Transport costs refunds
259.447
Gains on plants
95.989
Surplus value coming from core production
57.419
Refunds and recoveries from customers
28.359
Contributions in c/energy
75.217
Incomes from Royalities
19.576
Insurance refunds
input of electricity coming from photovoltaic system
Other Revenues
2.760
14.936
31.640
585.344
64
ZANZAR SISTEM
ANNUAL REPORT 2013
B.
PRODUCTION COSTS
B.6
Costs of raw, subsidiary and consumption materials
The detail is as follows:
Raw materials
2013
2012
Variations
8.417.845
8.488.677
(70.831)
Goods/purchases
228.616
244.641
(16.025)
Components
414.332
408.689
5.643
Fuels and oils
96.779
94.283
2.495
Writing materials
4.724
7.951
(3.227)
Consumables
23.901
23.355
546
Advertising material
88.480
35.093
53.387
Other purchases
28.804
31.203
(2.399)
9.303.482
9.333.892
(30.410)
TOTAL
B.7 Costs for service
The detail is as follows:
2013
2012
Variations
12.567
9.269
3.298
576.838
568.913
7.924
44.459
43.612
847
transport costs
385.291
405.151
(19.860)
corporate bodies
258.038
268.208
(10.169)
64.408
52.420
15.988
3.000
1.990
1.010
advertisement
12.432
8.315
4.116
electric energy
86.781
90.950
(4.169)
telephone charges
60.631
58.348
2.283
cleaning services
14.063
12.207
1.856
258.807
320.241
(61.433)
20.823
23.607
(2.784)
134
2.483
(2.349)
insurance companies
87.511
97.039
(9.529)
software assistance fees
20.902
38.335
(17.433)
6.475
12.528
(6.053)
personnel travels and transfers
32.905
31.460
1.445
expenses reimbursement to employees and directors
27.415
54.308
(26.893)
others
73.562
74.626
(1.064)
aluminum process
commission expense
Enasarco, Firr, indemnities
general maintenance
Staff training
professional advice
upplies of water and gas
compensation to parasubordinates
representation costs
TOTAL
2.051.041
2.174.009
(122.967)
ZANZAR SISTEM
ANNUAL REPORT 2013
65
B.8
Enjoyment of third parties goods
This balance sheet item decreased of € 44.574 in 2012. On 31/12/2012 there are no existing leasing
contracts.
The detail is the following:
Royalties
€
43.179
Passive rents
€
18.984
Rentals
€
19.388
€
81.551
Royalities derive from a licence contract made with a supplier for the production of particular fly screens.
B.9 Staff costs
This item decreased of € 62.759 compared to the previous year.
The increase comes from the average growth in the working units recruited during the year.
Collective bargaining: MECHANICAL INDUSTRY.
Should be noted, below, the records referring to employees during the year, divided according to the category:
AVERAGE 2012
JANUARY
Workers
Employees
73,33
30,58
72
30
TOTAL
103,92
102
MARCH
71
31
102
APRIL
71
31
102
MAY
76
31
107
JUNE
76
31
107
JULY
76
31
107
AUGUST
76
31
107
SEPTEMBER
70
31
101
OCTOBER
70
31
101
NOVEMBER
70
31
101
DECEMBER
AVERAGE 2013
B.10
70
31
72,50
30,92
101
103,42
Depreciation and devaluation
With regard to the criteria used to estabilish depreciation, we refer to what has been already written in this
balance sheet.
During this financial year, there were no devaluations of fixed assets, while loans from clients of dubious
collectability were devalued;
Annual rates of depreciation taken for fixed assets;
66
EQUIPMENTS AND MOULDS
25,00%
PLANTS AND GENERIC MACHINERY
12,00%
ZANZAR SISTEM
ANNUAL REPORT 2013
LANTS AND SPECIFIC MACHINERY
17,50%
BUILDINGS
5,00%
MOTOR VEHICLES
20,00%
OFFICE FURNITURE AND EQUIPMENT
12,00%
ELECTRONIC MACHINERY
20,00%
The amount of depreciation is made explicit in the previous points
B.I Immobilizzazioni immateriali e B.II Immobilizzazioni materiali.
B.14
Other operating expenses
The details are as follows:
2013
2.134
2012
3.238
variations
(1.104)
516
516
0
60.131
51.218
8.913
Contingent liabilities management
3.697
52.474
48.777
donations
1.000
2.750
1.750
Fines, fines, penalties
1.161
1.472
312
rights Chamber of Commerce
3.170
210
2.960
Books, newspapers and magazines
1.730
1.482
248
Other taxes and duties
6.306
11.922
(5.616)
109.984
61.128
48.856
11.836
11.736
100
201.664
198.146
3.518
Revenue stamps
Substitute tax corporate books
IMU - Set IMU
Credit losses
other
TOTAL
C.
FINANCIAL PROCEEDS AND EXPENSES
C.16.d Other proceeds
This item increased of € 17.995 compared to the last year.
Here following is the detail:
interest earned towards customers
interest earned towards on bank deposits
31.592
354
31.946
C.17
Interessi ed altri oneri finanziari
Tale voce rispetto all’anno precedente è diminuita di € 142.764. La diminuzione è da ascriversi principalmente
all’esposizione debitoria media dell’anno inferiore a quella dell’anno precedente
ZANZAR SISTEM
ANNUAL REPORT 2013
67
2013
Interessi passivi bancari
Interessi su mutui
Variazione ass.
%
55.987
138.028
(82.042)
(59,44)
115.583
121.838
(6.256)
(5,13)
Interessi su prestito obbligazionario
-
31.164
(31.164)
(100,00)
567
2.408
(1.842)
(76,47)
219.381
362.145
(142.765)
(32,42)
Spese e commissioni bancarie
TOTALE
2012
C.17-bis Utili e perdite su cambi
Ammontano ad € 16.561; in particolare tale differenza positiva si è generata mediante la gestione delle valute
per l’acquisto di materiali fuori dalla Comunità Europea.
E.
PROVENTI ED ONERI STRAORDINARI
Gli oneri straordinari si riferiscono ad indennizzi assicurativi.
IMPOSTE SUL REDDITO DI ESERCIZIO
Sono
Taxesstate iscritte le imposte di competenza
Balance at dell’esercizio
31/12/2013 Balance at 31/12/2012
Variations
Current taxes
442.432
487.208
(44.776)
IRES (corporate income tax)
296.803
336.505
(39.702)
IRAP TAX
145.629
150.703
(5.074)
deferred taxes (PREPAID)
(5.042)
316
(5.538)
437.390
487.524
(50.134)
Reconciliation between tax expense from financial statements and theoretical (IRES)
IRES aliquota 27,50%
Theoretical tax charge
A - Profit before tax from financial statements
Increasing values
Decreasing values
1.193.288
185.110
(299.115)
328.154
Ires 2013
B - IRES taxable amount, year 2013
1.079.283
296.803
DIFFERENCES A-B
(114.005)
(31.351)
IRAP aliquota 4,82%
A) production values
1) Revenues from sales and services
2) Changes in inventories of semifinished and finished products
3) Changes in work in progress
4) Increases in fixed assets for Internal works
5) Other revenues and incomes
B) Production charges
6) for raw materials
7) for services
8) for use of third parties assets
10) lett. A) Intangible assets depreciation
10) lett. B) tangible fixed assets depreciation
11) changes in inventories of raw materials
14) management charges
DIFFERENCE A) - B)
18.277.098
17.574.059
(181.185)
0
298.880
585.344
(13.297.609)
(9.303.482)
(2.051.041)
(81.551)
(134.241)
(933.150)
(592.480)
(201.664)
4.979.489
Increasing values
337.022
decreasing values
(2.295.154)
Irap 2013
IRAP tax 2012
68
ZANZAR SISTEM
ANNUAL REPORT 2013
3.021.356
145.629
Estimated and deferred taxes and the consequent effects
AMOUNT
(amounts in euro)
A) TEMPORARY DIFFERENCES IN THE YEAR 2013
Deductible temporary differences:
Provision for doubtful taxed credits
68.129
Further statutory depreciation on intangible fixed assets
132
68.261
Taxable temporary differences:
Use of provision for doubtful taxed credits
28.395
Provisions supplementary provision of customer
17.637
Further tax depreciation on fixed intangible assets
242
46.274
Net temporary differences
B) TAX EFFECTS
21.988
Deferred tax liabilities (assets) at end of previous year
(200.344)
Adjustments
applicabile Ires
Fondo imposte differite (anticipate) a fine esercizio
27,50% - Irap 4,82%
imposte differite (anticipate) dell’esercizio
(205.386)
(5.042)
COMPANY BODIES REMUNERATION
Annual gross remuneration of company bodies:
• Board of directors
€ 212.000
• Board of auditors
€
17.500
AUDIT FIRM REMUNERATION
Fees payable to the audit firm for the statutory audit of annual report: € 25.775
The Chairman of C.d.A.
ZANZAR SISTEM
ANNUAL REPORT 2013
69
Social Budget,
Vital Environmental
and Intellectual
YEAR 2013
70
ZANZAR SISTEM
ANNUAL REPORT 2013
CHAIRMAN’S
LETTER
This document, written as an addendum to the
balance sheet, represents the will of zanzar Sistem
Spa to communicate the company’s own values
and results that normally cannot be deduced by
the financial statements.
It intentionally includes the Social budget,
the budget of the Intellectual capital and the
Environmental balance, because many of the
elements of each of them are present in the
others and so an overview can give to the reader a
better understanding of the information contained
herein.
A company is not just something that produces,
sells and tries to make a profi table managing,
but something much more complex, an entity in
which human resources express their professional
skills and ambitions, interface with other human
resources outside of it; it is an entity that lives and
works in a territory which has its economic, social
and cultural reality with which it constantly has
relational exchanges.
The company, therefore, must be analyzed in its
specific context: identifying the ways with which resources are drawn and poured and, especially,
the ways in which this happens in a social, environmental and intellectual level.
The effort made by Zanzar Sistem Spa in editing a complete report was rewarded with the admission
among the finalists for the Balance Oscar of the year 2013 – Prize arranged by FERPI – in the
categories “Medium and little not quoted companies”, according to the Balance of 2012.
ZANZAR SISTEM
ANNUAL REPORT 2013
71
GOALS AND PRINCIPLES OF THE SOCIAL REPORT FILLING
The social report aims to achieve the following goals:
-
Reduction of the internal and external conflicts related to the company, making clear the company participation in the social work;
-
Creation of a better company image;
-
Improvement of relationships with stakeholders, thanks to the transparency of the report;
-
Increase of the social approval and goodwill;
-
possibility to include in the management goals, together with economic/fi nancial ones, also
those of social nature related to the relationship of the company with the stakeholders;
-
to Monitor the background in which the company works, estimating the interventions that can improve it;
-
A wider view of business.
The compilation of the social report can improve the working
environment, involving the employees of different divisions, improving their sense of belonging and their
motivation; indeed also the involvement of non-experts, can bring new ideas and a bigger approval into the
company.
A good social report allows the top-management to monitor the company role in the society, its relationships
and to define the improving areas and the right actions to undertake:
the social report becomes “ Measure of the coherence between mission and management as well as between
right and liability, a way to check if the assumptions, on which the company has been established and has
grown, are followed in the management activity”.
The social report aims to mirror the link between environmental and socio-economic factors and the company
choices.
METHODOLOGICAL NOTE OF THE SOCIAL REPORT
Zanzar Sistem Spa’s social report is a voluntary process since there is no law imposing to the company to
elaborate it, however Zanzar Sistem Spa has chosen to let its stakeholders know the social effects of its own
management. Social report compilation has been made according to the GBS model. The GBS model defi nes
the structure and the content of the social report and it is made up of 3 parts:
1. Company identity, that represents the institutional structure, the mission, the ethics values and the
strategic plan of the company;
2. The production and distribution of the surplus value, which puts in relationship the social report with
the annual report, highlights the economic impact that the corporate activity has produced on the main
stakeholder;
3. The social report, with which are synthetically showed the obtained results related to the commitments,
plans and the effects on each stakeholder.
The social report is prepared, as prescribed by the GBS model, according to the following principles:
•
•
•
•
•
•
•
•
•
•
72
Responsability
Identification
Trasparency
Inclusion
Coherence
Neutrality
Accruals basis
prudence
Comparability
Comprehensibility, clearness and intelligibility
ZANZAR SISTEM
ANNUAL REPORT 2013
•
•
•
•
•
•
•
Frequency and recurrence
Homogeneity
Usefulness
Significance and relevance
Information Verificability
Reliability and faithful representation
Autonomy of the third paties
The principles of the social report refer to the sphere of ethics, the legal doctrine and experience, in particular
to the principles and values of public ethics and economy, as well the current law, constitution and to the
fundamental principles of human rights (ONU charter of the rights). As for the more professional aspects
or procedural ones we have referred to national and international accounting standards (National Board of
Chartered Accountants,IASC/IFAC).
TARGETS AND PRINCIPLES OF THE INTELLECTUAL
CAPITAL REPORT DRAFTING
While the annual balance sheet is a final report of decisions taken in previous periods, the Intellectual Capital
Report provides a perspective on what could be the company’s evolution in the future.
People that are in charge of monitoring the value of a firm, seek always to focus their attention on the
intangible assets, that are not quantified in any part of the annual report, but that often have a very high value
and can make or brake the company both positively and negatively.
To rate the intellectual capital is therefore a necessity and an opportunity that, starting from this report,
Zanzar Sistem Spa intends to deal with.
METHODOLOGICAL NOTE INTELLECTUAL CAPITAL
The model used is that one called “Intangibile asset Monitor” by K. e. Sveiby.
It is based on the assumption that people are the true generators of value in an organization while the
remaining assets, both tangible and intangible, are the result of the men actions and from them depend a
continuous reproduction and accumulation.
The model is made up of three parts:
1. external structure (relationships with customers, suppliers, banks, image and reputation of the company):
RELATIONAL CAPITAL
2. Internal structure (patents, processes, IT systems, and administrative): STRUCTURAL CAPITAL
3. Individual skills (knowledge, skills, culture, ethical values): HUMAN CAPITAL
The Intangibile Asset Monitor is a management tool that explains the fi rm’s market value by evaluating the
intangible resources according to their ability to contribute to the following performances:
-
-
-
-
of stability or of fidelity;
of effectiveness and efficiency;
of growth;
of innovation.
ZANZAR SISTEM
ANNUAL REPORT 2013
73
1. COMPANY IDENTITY
1.1 History
In the 80’s, Italian drawing mils presented a new concept of aluminium windows and doors, the so-called
“SYSTEM”.
Angelo L’Angellotti, that was close to this reality, thought to make also of the flyscreen a system, and so Zanzar
Sistem was born in Grottaglie (TA).
ZANZAR SISTEM SPA finds its origin in the sole trader of Mr L’Angellotti, who, thanks to his business skills,
widened the production activity and from 1985 to 1992 the company established itself on the regional market.
In 1995 Zanzar Sistem Ltd was established, with the aim of reaching the national and international market
with the right investments.
In 2002 the factory in Corso Europa - Grottaglie was opened, increasing production, improving the organization
and allowing to the company to become a world leader on the flyscreen market.
In 2005 Zanzar Sistem Ltd changed in a joint-stock company, strengthening its position on the national and
international market. Many investments have been made to enlarge the factory and to increase the human
resources.
In 2007 a new factory was opened in Taranto in C.da Abbadia , between Grottaglie and Montemesola, with
a surface of over 40.000 sq.m. Initially the existing buildings were renovated, now largely already operating.
In 2008 Invitalia Spa finances the extension project for the factory in Taranto, ex LL. 181/89 and 513/93,
that as agreed was finished on the 31/12/2099, with the construction of a two-levels building of about 5.000
sq.m. and a modern automatic warehouse of 2.000 tons aluminum capacity, covering a surface of 1.500 sq.m.
In October 2011, the operation was completed with the acquisition by the parent company of the shares held
by Invitalia SpA.
In February 2012, Invitalia Spa informed that the Governing Body on 21st December 2011 evaluated
positively the proposal of a further expansion of the industrial plant in Taranto, presuming a financing of
investments assisted by government incentives according to the Law Decree 181/89 and 513/93. Following
this communication, on 27th of February 2012, the Shareholders meeting resolved to increase the share
capital from EUR 2.150.000 to EUR 3.520.000 by issuing n.137.000 new shares from EUR 10.00 each. In &
Out Srl, as sole shareholder, subscribed n.100.000 shares, while the remaining 37,000 were subscribed by
Invitalia.
At the End of 2013 Zanzar Sistem completed all the expected investments
agreed with Invitalia and since 2014 the company has a new warehouse on a
surface of about 40.000 mq, of which 20.000 mq are covered.
On 31.12.2013 Zanzar Sistem SpA recruits 101 human resources, of which
100 are permanent
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ZANZAR SISTEM
ANNUAL REPORT 2013
TURNOVER AND OPERATING RESULT TREND
(thousands of euros)
YEAR
TURNOVER
PROFIT/LOSS
2001
5.392
69
2002
4.831
(96)
2003
7.128
169
2004
9.460
264
2005
10.297
266
2006
14.183
787
2007
16.421
1.220
2008
17.123
1.513
2009
18.189
1.267
2010
19.547
743
2011
22.460
1.028
2012
18.445
892
2013
17.574
775
1.2 Institutional and organizational structure
Zanzar sistem spa has a traditional governance, consisting of the Board of Directors, board of Statutory
Auditors and Accounting Control given to the leading auditing firm.
From a functional standpoint, the company organization is divided into areas, assigned to the department
managers, depending on the managing director.
The functional areas are:
1. Purchaces;
2. Production;
3. Logistic;
4. Sales;
5. Shipments;
6. New products research and development;
7. Industrial research and experimental development;
8. Administration and accounting;
9. Quality and environment;
10. Staff;
11. Planning, control and taxation;
12. Information tecnology e privacy;
13. Graphic design.
ZANZAR SISTEM
ANNUAL REPORT 2013
75
COMPONENTI C.D.A. AL 31/12/2013
Name e Surname
Position
Profession
City of residence
Chairman
Entrepreneur
Grottaglie (TA)
Andrea Miccio
Adviser Chief
Invitalia Spa Employee
Roma
Nicola Lippolis
Adviser Chief
Chief accountant and tax
Massafra (TA)
Average age: 46 | Meeting number 1 | Average rate of attendance 100% |
BOARD OF STATUTORY AUDITORS AT 31/12/2013
Name e Surname
Position
Profession
City of residence
Nicola Fortunato
Presidente
University Professor
Montemesola (TA)
Vincenzo Lenti
Statutory Auditor
Business Consultant
Grottaglie (Ta)
Stefano Amato
Statutory Auditor
Business Consultant
Roma
Average age: 44 | Meeting number 4 | Average rate of attendance 100% |
Società di Revisione:
Deloitte & Touche SpA.
1.3
Reference values and mission
Zanzar Sistem SpA pursues its mission orienting its behavior towards values such as the respect for the
human person and his integrity, inspired by the following documents:
•
Company ethics code
•
The charter of corporate values, drawn up by the european institute for balance
•
SA 8000 (Social Accountability 8000)
Action according to the principles of
freedom, human dignity, respect of
diversity and rejection for every kind of
discrimination.
All actions and operations made
by the adresses in performing
their duties are inspired by
legality and the correctness.
Protection of environment,
security and health
76
ZANZAR SISTEM
ANNUAL REPORT 2013
ETHIC
CODE
Human resources are very important for
the business development.
CHARTER OF VALUES
• centrality of the person
• valorization of the human resources
• environmental respect and protection
• attention to the needs of internal and external stakeholders
• reliability of safety systems
• efficiency, effectiveness of management systems
• dedication in research and development
• fairness and transparency of management systems in accordance with the rules and conventions in force
• inter-relationship with the community aimed at the improving the life quality
SA 8000
the ethical and social commitment of a company, can also be certified.
This new international standard certifi cation is called SA 8000 and concerns:
Respect for Human values;
Respect for the workers’ rights;
protection against children exploitation
le garanzie di sicurezza e salubrità sul posto di lavoro SA 8000.
Although not subject to third-party certifi cation, the Zanzar Sistem has inspired to this standard in its business
practices.
Definition of “mission”: Zanzar Sistem SpA means to build its growth and to protect the stakeholders’
interests focusing on a solid image, based on the values of honesty and fairness in every process of the daily
work.
1.4 Sustainability Governance
In order to ensure the pursuit and achievement of sustainability goals, Zanzar Sistem Spa adopted some
business strategies to develop the system of internal controls as key component for the proper functioning
of the Internal audit.
Internal Audit: it is entrusted to the Supervisory Board of the company according to the Law Decree 231/01.
It detects anomalous situations, violations of procedures and regulations and assesses the functionality of the
overall system of internal controls.
ZANZAR SISTEM
ANNUAL REPORT 2013
77
Internal Audit: E’ affidato all’Organo di Vigilanza presente in azienda ex D.Lgs 231/01.
Individua andamenti anomali, violazioni di procedure e della regolamentazione nonché valuta la funzionalità
del complessivo sistema dei controlli interni.
1.5
Strategic plan 2014/2016
The strategic plan for the years 2014/2016 aims to preserve and consolidate growth through long-lasting
and sustainable actions and strategies apt to reach a size threshold to allow effective and efficient business
operations. The strategic goals are here under described:
Strategic goals 2014/2016
• to increase the sales volumes;
• Diversification of production
• to optimize logistics management;
• to focus on sustainable growth without affecting the economic and financial balance;
• to consolidate the company’s assets assigning part of the profits to reserve;
• to invest in Research and Development;
• to optimize the sales network;
1.6 Programmatic Plan 2013/2015
The following table shows the comparison between the goals outlined in the Strategic Plan 2013/2015,
concerning the main balance sheet and income statement, mentioned in the social report for the year 2012,
and the final data of 2013.
Balance sheet and economic
Statement Goal of the strategic
plan 2013-2015
2013 Results
Turnover
Increase of 3% in a year
-4.72%
Own means+medium/long term loans
= > capital assets
Net asset value
8,60%
% EBITDA on revenues
>12%
13,60%
% Financial liabilities to Shareholders’ equity
<150%
83,63%
116,07%
The following table shows, according to the functional areas, the main policy lines marked in 2012 balance
sheet through which Zanzar Sistem Spa intended to pursue the targets outlined in the Strategic Plan
2013/2015. the results of the year 2012 are here highlighted.
78
ZANZAR SISTEM
ANNUAL REPORT 2013
Functional area
main operations covered by Strategic Plan 2013/2015
Staff
Optimization of production management during high season period with less
fixed-term contracts
2013 Results
YES
Service ready but
actually working
since 2014
Pay packet sending by e mail
Constant employees’ training of the business office aimed at enhancing the quality
of service provided.
YES
Second level negotiation with the labor force
YES
Direct emission of customs bills, by Customs’ permission
NO
Electronic Filing of the accounting documents
NO
Expand the range of products and services offered in order to increase customers
YES
Further development on the international markets in order to seasonally adjust the
production activity
NO
Production
diversification with new items also different from flyscreens business
YES
Communication
Expanding the use of the Intranet by customers and agents
YES
Sending SMS directly from the ERP
YES
Organization
Marketing
1.7
Programmatic plan 2014/2016
The following table shows the goals outlined in the Strategic Plan 2014/2016, concerning the main balance
sheet and income statement.
Balance sheet and economic
Statement Goal of the strategic Plan 2014/2016
Turnover
Own means + medium/long term loans
= > capital assets
Net Asset Value
% EBITDA on revenues
>12%
% Financial liabilities to Shareholders’ equity
<150%
The following table shows, according to functional areas, the main policy lines marked through which the
Zanzar Sistem Spa intends to pursue the goals outlined in the 2014/2016
Functional area
Main interventions under the Strategic Plan 2014/2016
Staff
Optimization of the production management in the high seasonality times with a lower use
of fixed term contracts.
Sending payroll by email
Constant employees’ training of the business office aimed at enhancing the quality of
service provided.
Organization
Direct emission of customs bills, by Customs’ permission
Electronic Filing of the accounting documents
Marketing
Expand the range of products and services offered in order to increase customers
Further development on the international markets in order to seasonally adjust the
production activity
Production
diversification with new items also different from flyscreens business
Communication
Expanding the use of the Intranet by customers and agents
ZANZAR SISTEM
ANNUAL REPORT 2013
79
1.8 Zanzar Sistem SpA choices regarding corporate social responsibility
Zanzar Sistem Spa has started a management process responsable for sustainable development, inspired
by ethical values. The continuous improvement of this process allowed us to define the strategic guidelines
regarding corporate social responsibility, permeating all activities, initiatives and relations.
CORPORATE SOCIAL RESPONSABILITY
Strategic Lines of Zanzar Sistem Spa
Main 2013 events
Ensuring to its stakeholders independent, clear and eff ective Revisione volontaria del bilanci di esercizio da parte di primaria
information about the economic situation - the current and future società di revisione.
financial situation
To find communication channels more effi cient with all the
stakeholders and, in particular, with customers
business meetings organization with customers
To promote and contribute to initiatives of humanitarian nature
Funding of € 500,00 in favor of Telethon
Funding of € 500,00 to Lions Del Distretto 108 AB in order to
help Ginosa (Ta) after the inundation happened in October 2013
To support the world of culture, art, sport, entertainment and
popular traditions.
Sponsorship of € 2.000,00 to the football Ass. A.D.C. “Ars et
Labor” of Grottaglie.
Sponsorship of € 6.000,00 to the Sport Amateur Ass. “Real
Grottaglie”.
Sponsorship of € 500,00 to the text “Parole Posate” of the Free
Age University
2 PRODUCTION AND DISTRIBUTION OF ADDED VALUE
2.1 The report
The report is the scheme aimed at providing data on the income statement, reclassified to highlight:
• The development process of surplus value ( defi ned as the difference between the production value and
the total of consumptions);
• The distribution of the surplus value to all those who, for different reasons, have a relationship of
“exchange” with Zanzar Sistem Spa, such as shareholders, human resources, customers, suppliers, authority
system, local community, local development system ( in terms of provision of necessary resources for the
productive investments).
• The surplus value represents the ability of zanzar Sistem Spa to create wealth and to distribute it among
the stakeholders of the social context in which the company works, in respect of the low running costs.
2.2 Management important data
In order to describe the economic-capital dimension of Zanzar Sistem Spa, here following are showed the
main data of the last three years, both in absolute value and as indexes compared with 2013 data and with
2014-2016 business plan. To represent the business economic dimension are shown the main patrimonialeconomical features of the last two-years express in thousands of euro.
80
ZANZAR SISTEM
ANNUAL REPORT 2013
FINANCIAL HIGHLIGHTS
2010
Total revenues
19.547
2011
22.460
2012
18.445
2013
17.574
Var. % 2013
su 2012
(4,72)%
Strategic plan
2014-2016
20.359
Gross operating margin
2.431
3.070
2.615
2.501
(4,36)%
3.483
Income before taxes
1.209
1.669
1.380
1.193
(13,55)%
2.643
100
107,67
103,92
103.42
(0,05)%
109
Average n.
of employees
Net Capital
7.033
7.524
8.787
9.543
+8,60%
11.837
Financial debts
8.389
9.629
6.967
7.981
14,55%
5.187
15.420
17.153
15.745
17.524
11,24%
21.261
Total invested capital
ZANZAR SISTEM
ANNUAL REPORT 2013
81
INDICATORS OF STAFF EFFICIENCY
Turnover per employee: mgl revenues / average number of employees
2009
2010
2011
2012
2013
210,28
194,63
208,6
177,5
169,9
250
200
150
100
50
0
2009
2010
2011
2012
2013
Gross operating profit per employee: MOL mgl / average number of employees
2009
2010
2011
2012
2013
32,90
24,31
28,51
25,16
24,19
35
30
25
20
15
10
5
0
2009
82
ZANZAR SISTEM
ANNUAL REPORT 2013
2010
2011
2012
2013
Labor cost per employee: personnel costs / average number of employees
2009
2010
2011
2012
2013
30,405
30,831
31,224
31,748
34,282
35
34
33
32
31
30
29
28
2009
2010
2011
2012
2013
Cost of labor/turnover: personnel costs / revenues
2009
2010
2011
2012
2013
14,46%
15,77%
14,97%
17,89%
20,17%
25.00%
20.00%
15.00%
10.00%
5.00%
0.00%
2009
2010
2011
2012
2013
ZANZAR SISTEM
ANNUAL REPORT 2013
83
PATRIMONIAL AND SOLVENCY INDICATORS
Own Capital / invested Fixed Cap
2009
2010
2011
2012
2013
80,52%
81,72%
89,39%
103,82%
88,14%
150.00%
100.00%
50.00%
0.00%
2009
2010
2011
2012
2013
Own Capital + third parts Cap. m/l term / Fixed invested Cap.
2009
2010
2011
2012
2013
120,19%
114,48%
112,47%
146,95%
116,07%
160.00%
140.00%
120.00%
100.00%
80.00%
60.00%
40.00%
2009
84
ZANZAR SISTEM
ANNUAL REPORT 2013
2010
2011
2012
2013
Own Capital /third parts Capital
2009
2010
2011
2012
2013
127,50%
83,86%
78,14%
126,12%
119,57%
150.00%
100.00%
50.00%
0.00%
2009
2010
2011
2012
2013
INDICATORS OF PROFITABILITIES
R.O.E.: Net income/Own Cap
2009
2010
2011
2012
2013
17,54%
10,55%
13,66%
10,16%
7,92%
25.00%
20.00%
15.00%
10.00%
5.00%
0.00%
2009
2010
2011
2012
2013
ZANZAR SISTEM
ANNUAL REPORT 2013
85
R.O.I.: Net Operating income/ invested Cap
2009
2010
2011
2012
2013
16,41%
9,76%
12,01%
9,16%
7,79%
20.00%
15.00%
10.00%
5.00%
0.00%
2009
2010
2011
2012
2013
R.O.S.: Gross operating income/Sales Revenues
2009
2010
2011
2012
2013
15,65%
12,44%
13,67 %
14,18%
14,23%
20.00%
15.00%
10.00%
5.00%
0.00%
2009
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ZANZAR SISTEM
ANNUAL REPORT 2013
2010
2011
2012
2013
2.3 ADDED VALUE COMPUTATION
Operation
TOTAL ADDED VALUE
2013
2012
2011
2010
A) Production value
1. Revenues from sales and services
2. Changes in inventories of goods to be finished, semi-fi
nished and goods
3. Other revenues and incomes
Revenues from core production
17.574.059
18.444.909
22.460.325
19.547.025
(181.185)
(705.497)
236.662
765.834
884.224
711.696
765.035
734.918
18.277.098
18.451.108
23.462.022
21.047.776
0
0
0
0
4. Unusual revenues
B) Intermediate production costs
5. Consumption of raw materials, supplies and goods
(9.895.962)
(10.036.079)
(14.315.340)
(12.928.056)
6. Services charges
(2.051.041)
(2.174.009)
(2.449.454)
(2.351.756)
(81.551)
(128.569)
(173.143)
(196.080)
-
-
-
-
(68.129)
(150.000)
(50.000)
(20.000)
(201.664)
(198.146)
(92.644)
(57.925)
5.978.751
5.764.305
6.381.441
5.493.958
7. Costs of third parties assets
8. Accruals for risks
9. Other accruals
11. Other management charges
GROSS ADDED VALUE
C) Extraordinary items
12. Extraordinary items Balance
- extraordinary revenues
46.766
299.942
(45.347)
(79.330)
46.766
318.434
15.745
59
- extraordinary charges
0
(18.492)
(61.092)
(79.390)
GROSS ADDED VALUE
6.025.517
6.064.247
6.336.094
5.414.628
- Amortizations
(1.067.391)
(1.022.554)
(958.878)
(905.131)
4.958.126
5.041.693
5.377.216
4.509.496
GLOBAL NET ADDED VALUE
DISTRIBUZIONE DEL VALORE AGGIUNTO
2013
2012
2011
2010
A - Staff remuneration
employed Personnel
3.545.457
3.299.165
3.361.924
3.083.093
437.390
487.524
640.948
466.012
charges for short-term capital
103.798
209.142
202.937
88.952
charges for long-term capital
115.583
153.003
143.596
128.614
0
0
999.500
537.500
B - Public Administration remuneration
direct taxes
C - Return on credit capital
D - Return on risk capital
Dividends
E - Remuneration of the company
Change in reserves
GLOBAL NET ADDED VALUE
755.898
892.859
28.312
205.325
4.958.126
5.041.693
5.377.216
4.509.496
ZANZAR SISTEM
ANNUAL REPORT 2013
87
ADDED VALUE DISTRIBUTION 2013
Company remuneration
15,22%
Return on credit capital
4,41%
Public administration
Remuneration 9,00%
Staff
Remuneration 71,37%
Staff
Remuneration
Public administration
Remuneration
Return on
credit capital
Return
on risk capital
Company
Profit
0
500
2010
88
ZANZAR SISTEM
ANNUAL REPORT 2013
1,000
1,500
2011
2,000
2,500
2012
3,000
2013
3,500
4,000
3 SOCIAL REPORT
The social report analyzes the different aspects of the “exchange” between Zanzar Sistem SpA and the context
in which it works.
In this way, it is provided an accurate, complete and clear overview of the complex interdependence between
economic, social, communal factors and those which are consequence of company interventions, according
to both declared values and the legitimate expectations of its stakeholders.
3.1 Stakeholder identification
- Staff
- Partners
- Funders
- Customers
- Suppliers
- Public administration
- Community
Staff
The personnel for the Zanzar Sistem Spa is a strength and a wealth of high strategic importance. It is the
means that allows the company to focus on concrete development goals able to produce added value. To this
aim, the company pays great attention to the training and upgrading of its Staff.
Furthermore Zanzar Sistem fully supports the requirements of the international certification standard
SA8000, using all the necessary tools in order to respect it. Referring
Referring to the above mentioned law and also to the laws of Italy and the ethics code should be noted that
Zanzar Sistem:
• does not use or support the infantile labour2;
• does not use or support the compulsory work3. It does not require to the personnel to leave “cash
deposits” or identity documents at the begin of the working relationship with the company;
• ensures a safe and healthy workplace and it takes all appropriate measures to prevent accidents and
damages to the health that may occur during the work or as a result of it, minimizing, as much as possible,
the causes of danger ascribing to the workplace;
• documents and gives regular training to its personnel on safety and health matter;
• assures for the use of all personnel, clean bathrooms, drinking water and sanitaty facilities for the food
preservation;
• does not carry out or support discrimination in hiring, compensation, training access, promotion, dismissal
or retirement based on race, caste, national origin, religion, disability, sex, sexual orientation, union
membership or political affiliation;
• does not allow behavior, including gestures, language or physical contact that ca be sexually coercive,
threatening, offensive or for exploitation;
• does not use nor support the utilization of physical punishment, mental or physical coercion, verbal
abuse;
• adopt a work hour as required by the current law;
• the salaries are in accordance with the national collective agreement for Small and Medium Industry.
Shareholders
2
Defi nition of infantile labour: any work made by a child under the age of 15 years.
3
Definition of compulsory labor: work or service obtained from any person under menace of any penalty and for which the person has not offered himself voluntarily
ZANZAR SISTEM
ANNUAL REPORT 2013
89
Shareolders are a wealth for the company, because it couldn’t exist without their profitable engagement and
sustenance. They have different qualities:
• They are the owners of the company;
• They are, directly or indirectly, those who manage the company;
• They are corporate witnesses.
One of Zanzar Sistem targets is to protect capital and economic interests of shareholders trying to focus on
an ethical company development.
Funders
This category includes the players of the banking system, essential sources for the company livelihood and
growth. Banks, using lines of credit, demonstrate to trust in Zanzar Sistem, helping the company to face the
market also through new financial services
Customers
Customers represent for Zanzar Sistem, as for all companies, an undisputed wealth, created and increased
during the years.
Thanks to the service, the excellence and the professionalism in the relationships, the knowledge of the
national and international issues, customers prefer to establish business relationship with Zanzar Sistem
rather than with other competitors
Suppliers
Zanzar Sistem Spa’s suppliers are carefully selected in order to obtain the maximum satisfaction in terms of
the bought product and service quality, paying attention, obviously, also to the factors related with purchasing
prices.
Public Administration
The relationship with the State and the local governments are important for the company growth. the main
target of a private company is clearly to create value for its stockholders, but consequently this contributes
to the creation of advantages and benefits for the all community.
Furthermore the public administration is often an incentive to increase investments, helping, together with
the company, the conception and realization of projects with the aim of creating new jobs.
Community
The company is involved in the country in which it works and it is an integral part of it and signifi cantly
affects some aspects of the community. Zanzar Sistem Spa is aware of the important role of a company in the
territory in which it works and for this reason it pays close attention to some aspects:
-
contribution to solidarity projects;
-
contribution to social projects in culture, sport and scientific research;
-
management of environmental risk.
3.2 Human Resources
People are the most valued resource for Zanzar Sistem Spa, and its main success key.
They perform a central and decisive function to fulfi ll safety requirements, customers’ needs and quality.
The centrality of the person is expressed through the respect of human dignity, the protection of cultural dignity,
physical security, the open and informal interpersonal relations.
The workplace is quiet, without conflicts among people, who work together respecting mutual needs. the human
90
ZANZAR SISTEM
ANNUAL REPORT 2013
resources are the company knowledge assets, property that is identifi ed as Human Capital in the analysis of
intellectual capital, and as all the assets it must be protected and expanded.
Hiring policy
New resources are chosen based on professionally interesting curricula. Workers are selected giving priority
to those who had previous experiences in the company, and distinguished themselves by commitment and
professionalism.
HIRING STATEMENT
2008
2009
Permanent contract
4
1
Fixed term contract
22
29
Starter contract
0
1
Apprentice employment Contract
2
7
2010
2011
2012
2013
6
1
3
1
21
26
9
5
3
1
1
-
3
1
0
1
Employees in service at 31/12/2013 are 101 units. The average age is 43 years, while the seniority average
is 9 years Traineeships
Traineeships
During 2013 were conducted n. 6 traineeships. The use of trainees is a valid means for the temporary employment
of young people, job training and selection of those resources whose attitudes and skills are more suitable to
business needs. In fact, two of the trainees had a fixed-term contract.
WORKERS’ DIVISION
ACCORDING TO THE AGE
age
men
woman
TOTAL
STAFF DIVISION ACCORDING
TO THE AGE
age
men
woman
< 30 anni
7
2
9
< 30 anni
7
1
8
< 30 anni
0
1
1
30-35
9
2
11
30-35
7
0
7
30-35
2
2
4
36-40
9
9
18
36-40
6
7
13
36-40
3
2
5
41-45
23
9
32
41-45
17
4
21
41-45
6
5
11
46-50
9
6
15
46-50
7
5
12
46-50
2
1
3
> 51
13
3
16
> 51
8
1
9
> 51
5
2
7
101
TOTALE
52
18
70
TOTALE
18
13
31
TOTALE
70
31
n. laureati
11
10,89 %
n. diplomati
37
36,63 %
licenza
media
53
52,48 %
TOTAL
EMPLOYEES’ DIVISION
ACCORDING TO THE AGE
age
men
woman
TOTAL
STAFF DIVISION ACCORDING TO
SERVICE SENIORITY
n. laureati
2
2,86%
n. laureati
9
29,03%
n. diplomati
19
27,14 %
n. diplomati
18
58,06 %
licenza
media
49
70,00 %
licenza
media
4
12,90 %
WORKERS’ DIVISION ACCORDING TO
SERVICE SENIORITY
EMPLOYEES’ DIVISION ACCORDING TO
SERVICE SENIORITY
age
men
woman
TOTAL
age
men
woman
TOTAL
age
men
woman
TOTAL
< 3 anni
6
1
7
< 3 anni
2
0
2
< 3 anni
4
1
5
3-6
25
13
38
3-6
19
10
29
3-6
6
3
9
7-9
9
6
15
7-9
6
5
11
7-9
3
1
4
10-12
7
5
12
10-12
5
1
6
10-12
2
4
6
13-15
15
3
18
13-15
14
1
15
13-15
1
2
3
> 16
8
3
11
> 16
6
1
7
> 16
2
2
4
TOTALE
70
31
101
TOTALE
52
18
70
TOTALE
18
13
31
PERMANENT TIME WORKERS
men
47
woman
17
EMPLOYEE PERMANENT TIME
men
17
woman
11
FIXED TERM WORKERS
men
5
woman
1
EMPLOYEE TERM WORKERS
men
1
woman
2
ZANZAR SISTEM
ANNUAL REPORT 2013
91
NUMBER OF EMPLOYEES BY CITY OF RESIDENCE
Others 9.90%
Sava 1.98%
Massafra 1.98%
Francavilla Fontana 1.98%
Martina Franca 1.98%
Villa Castelli 2.97%
Monteiasi 2.97%
Taranto 12.87%
Grottaglie 63.87%
For the internal communication are used different instruments
• Company e-mail, personnel is informed just in time about operational circulars, service orders and all the
information regarding company life;
• Meetings between people in charge of General Management function that represent a specific moment
of dialogue and comparison the health and safety are guaranteed by compliance with all referential
regulations (law Decree 81/08 with adjustment to Risk Evaluation Document).
• All the activities according to the legislation are carried out in outsourcing by a specialized company
(progetto Sicurezza Srl (ta)), including the activity to arrange upgrading courses for workers. the person in
charge of Security and personnel prevention is an outside professional.
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ZANZAR SISTEM
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INTANGIBILE ASSET MONITOR OF HUMAN CAPITAL
2013
2012
2011
103,42
103,92
107,67
101
104
102
% graduates
10,89 %
10,58 %
9,80 %
% women
30,69 %
30,77 %
32,35 %
42,54
41,48
40,39
Turnover per employee
169,9
177,5
208,6
EBITDA per employee
24,19
25,16
28,51
20,17 %
17,89 %
14,97%
91,09 %
87,50 %
84,31 %
9,3
8,22
7,51
3,87 %
8,66 %
5,57 %
trend
GROWTH AND RENEWAL
personnel average n. in the year
N. employees at end of year
of which:
average age
PERFORMANCE
% Labor costs on turnover
STABILITY
% permanent staff / Total employees at end of year
stay working
% Total turnover (entered + released in the year / average
occupancy)
Considerations:
Zanzar Sistem Spa highlights a growing trend in the recruitment of human resources showing a trend of
stabilization of the labor force, which has grown in the last 3 years. This last data was negatively affected by
the decrease in revenue in the last two years.
It is a young company with an important female presence, where the employment contracts are above all
permanent contracts.
Turnover, not considering seasonal workers, is content with an average stay in employment growth in the
three years
The total turnover of the staff shows a stabilization of the labor force especially in the last year.
ZANZAR SISTEM
ANNUAL REPORT 2013
93
INTANGIBLE ASSET MONITOR OF THE STRUCTURAL CAPITAL
2013
2012
2011
74
70
65
276.983
207.703
205.666
21.981
9.547
33.828
Spending in R & D / turnover
1,58 %
1,13 %
0,92 %
Spending in IT / turnover
0,13 %
0,05 %
0,15 %
intangible investments/turnover
1,61 %
0,97 %
0,79 %
new products in the catalog
3
2
5
R & D office personnel
6
5
5
trend
GROWTH AND RENEWAL
PC / total employees at 31/12
R & D personnel costs
Spending in IT & Software
EFFICIENCY
STABILITY
N. PATENTS
N. TRADEMARKS
AL 31/12/13
5
AL 31/12/13
9
Considerations:
Structural capital is strongly linked to the human capital. Indeed it represents the means available to the
human capital at the same time “ceded” to the company results.
The above data show a company strongly devoted to research, development and use of technological tools.
The number of pCs in the company rose more than proportionally to the increase of employees. this is
a mark that the use of informatic tools permeate the whole business management (production, sales and
administration).
Zanzar Sistem considers the information as an asset that must be made available to the company, to manages
it for their own goals. This vision can only be followed with the use of appropriate software and highly
verticalized.
The company gave much confidence to the work of the Research and Development office, which guarantees
renewal, differentiation from competitors, in few words the “keeping up with the times” and maybe even a
step forward. This office now has a consolidated structure with five resources to which has been added the
collaboration of outside professionals.
Zanzar Sistem’s finished products catalog annually shows something new. Sometimes they are real new
products, sometimes they are the restyling of the previous products that are improved.
It should be also considered the part of research and development relating to the production processes,
which saw Zanzar Sistem to build machinery and equipment specific for its field and that led to the creation
of its own division “Zanzar Tecnika”, which deals with the production of these items for sale to the partners.
94
ZANZAR SISTEM
ANNUAL REPORT 2013
3.3Partners
The share capital of Zanzar Sistem Spa amounts to € €.3.520.000,00 totally subscribed and paid.
The capital consists of n.352.000 ordinary shares of nominal value of €.10,00 each.
On 31/12/2013the controlling In & Out Srl holds n.315.000 shares
3.4Funders
Zanzar Sistem, consistent with its reference values of transparency and fairness, has always worked with banks
and insurances and uses the most innovative means to support its expansion policies in Italy and abroad.
For business development is very important the support from the banking system, even if the company has
significant own means and cash flow perfomance.
Zanzar Sistem SpA selects its banking partners according to their reliability and their possible level of financial risk.
- BANCO DI NAPOLI SPA;
- MPS SPA
- UNICREDIT SPA
- BNL-BNP PARIBAS
- BANCA POPOLARE DI BARI
About the relations with the insurance companies, with which the company decides to underwrite the
policies, it is important the reliability of the company and the price of insurance products. The leasing use is
not an important data.
Distribution of Zanzar Sistem surplus value vs. funders:
Interest expense on bank loans in the short term
€.
55.987
Interest expense on loans in the medium/long term
€.
115.583
Interest expense on bonds
€.
-
Bank charges and commissions
€.
47.245
Other charges
€.
567
TOTALE
€.
219.381
€.
354
Distribution of value added vs. funders Zanzar Sistem
Interest income on bank deposits
3.5Customers
Over the years Zanzar Sistem SpA continues to enjoy the trust of its customers and potential ones.
The customer is essential for the company’s stabilization and growth. For this reason many efforts have been
made to fully satisfy the customer, trying to optimize the relationship not only with products of excellent
quality, but also off ering a range of ancillary services.
N. of served
customers
2010
2011
2012
2013
1.337
1.173
991
885
ZANZAR SISTEM
ANNUAL REPORT 2013
95
REGION
N.Customers
PUGLIA
TURNOVER
214
3.243
LOMBARDIA
43
956
LAZIO
76
1.053
CAMPANIA
48
1.489
PIEMONTE
8
947
SICILIA
89
769
TOSCANA
52
877
EMILIA ROMAGNA
20
466
CALABRIA
25
553
ABRUZZO
57
473
BASILICATA
22
287
SARDEGNA
34
255
MARCHE
28
190
LIGURIA
2
163
UMBRIA
19
108
VENETO
8
77
MOLISE
18
76
FRIULI VENEZIA GIULIA
3
71
766
12.054
ITALY TURNOVER 2013
in €/mgl
PUGLIA
LOMBARDIA
LAZIO
CAMPANIA
PIEMONTE
SICILIA
TOSCANA
EMILIA-ROMAGNA
CALABRIA
ABRUZZO
BASILICATA
SARDEGNA
MARCHE
LIGURIA
UMBRIA
VENETO
MOLISE
FRIULI-VENEZIA GIULIA
TRENTINO-ALTO ADIGE
0
96
ZANZAR SISTEM
ANNUAL REPORT 2013
500
1,000
1,500
2,000
2,500
3,000
3,500
FOREIGN TURNOVER 2013
GERMANIA
GRECIA
REPUBBLICA CECA
FRANCIA
SPAGNA
AUSTRIA
SVIZZERA
OLANDA
UNGHERIA
GRAN BRETAGNA
PORTOGALLO
CROAZIA
POLONIA
UNIONE EMIRATI ARABI
SVEZIA
UCRAINA
ALTRI
0
200
400
600
Foreign Turnover: in thousand of Euro 5.557
800
1,000
1,200
1,400
1,600
1,800
Served Customer: n. 119
PRODUCT CATEGORY TURNOVER
PRODUTTORI
RIVENDITORI
SHOWROOM
SERRAMENTISTI
FERRAMENTA
CATEGORIE VARIE
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
10,000
11,000
12,000
13,000
ZANZAR SISTEM
ANNUAL REPORT 2013
97
3.6 Suppliers
Zanzar Sistem SpA has suppliers in the local territory but also in the national and international one.
N. total suppliers in the year 2013
460
Purchases made from the first 10 suppliers:
€/mgl 6.619 pari al 45% del totale
In Italy have been made the following purchases:
€/mgl 7.801 pari al 81% del totale
PURCHASES BY GEOGRAPHICAL AREA
ITALIA
GIAPPONE
SPAGNA
GRECIA
OLANDA
FRANCIA
GRAN BRETAGNA
ALTRI
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
2013 ITALY PURCHASES BY REGION
PUGLIA
LOMBARDIA
BASILICATA
TOSCANA
EMILIA ROMAGNA
PIEMONTE
MARCHE
SICILIA
CAMPANIA
LAZIO
ABRUZZO
VENETO
ALTRI
0
98
ZANZAR SISTEM
ANNUAL REPORT 2013
500
1,000
1,500
2,000
2,500
3,000
3.7 INTANGIBILE ASSET MONITOR DEL CAPITALE RELAZIONALE
2013
2012
2011
trend
GROWTH AND RENEWAL
N. new customers
246
227
283
N. new suppliers
180
146
160
8,59 %
12,88 %
6,03 %
4,42 %
21,55 %
9,56 %
327
68
4810
332
91
2001
428
61
1605
33
82
73
352
412
447
% Incidence top 10 customers (non-group)
33,14 %
34,05 %
37,64 %
% Incidence first 20 customers (non-group)
43,33 %
45,62 %
49,79 %
First 10% incidence suppliers
First 20% incidence suppliers
45,39 %
59,07 %
52,79 %
63,52 %
58,69 %
72,73 %
% Turnover deriving from new clients
% Purchases resulting from new suppliers
EFFICIENCY
n. of credit notes to customers
n. of credit notes to suppliers
n. warranty repairs
n. of disputes with customers
n. lost customers
STABILITY
Consideration:
Zanzar Sistem Spa has a very broad customers portfolio including both small craftsmen and large industrial
groups. In the last years there has been a decrease in the number of customers, not proportional to the sale
volumes.
This data shows how the revenues have moved towards high target customers: about 43% of the sales outside
the group are aimed at only twenty clients. On the other hand there is another 57% of sales addressed to
about 900 customers, which represents a balancing of the previous data.
The “problems” related to the sale can be briefly represented by the credit notes issued and warranty repairs.
Relations with suppliers are established for several years and strategic suppliers for the production are two
thirds of purchases. There is a pending dispute with a service supplier, that until now has not yet been
defined by the court (the value of the dispute about EUR 8,000.00)
ZANZAR SISTEM
ANNUAL REPORT 2013
99
3.8 Public Administration
Zanzar Sistem relations with the State and Public Administration have always been pursued in accordance
with the rules.
Taxes
The following indicators show the wealth generated by the company in the land in which it works and
distributed, in different ways, to the public administration.
Directly:
Ires (Corporation tax)
€ 296.803
Irap (Regional tax on production)
€ 145.629
Imu (Local council property tax)
€
60.131
Tarsu
€
4.130
Registration fee
€
2.036
Chamber of Commerce tax
€
3.170
Vehicle Excise Duty
€
3.273
Stamp duty
€
2.134
Other taxes
€
655
(Tax on household refuse)
Indirectly as witholding agent:
Employees income tax
€ 442.255
Irpef730 Refund
€ (47.546)
Irperf cooperators
€
82.599
Add. Employees income tax
€
53.589
Self employed workers income tax
€
87.591
Inner rules to respect the Law
Here under is the article 11, paragraph 1 of the Ethics Code used by Zanzar Sistem:
Zanzar Sistem SpA Relations with national public institutions, European and international (“Institutions”),
as well as with public officials or public service, or organs, representatives, agents, members, employees,
consultants, agents of public functions or services, public institutions, public administrations, public
bodies, including the economic ones, government departments or public corporations, at local, national
or international level (“Public Officials”) are held by each director and each employee, with every
function or task, or by each collaborator, in accordance with the current regulations and on the basis of
general principles of fairness and loyalty.
Contributions, tax breaks or easy-terms loan received
1. In 2008, Zanzar Sistem got loans as provided for by laws no.181/89 and 513/93 to cover the investment
for the factory in Taranto, concluded on 31/12/2009. The above mentioned laws provide free grants up
to €/mil. 1.132 and soft loans up to €/mil. 984.
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ZANZAR SISTEM
ANNUAL REPORT 2013
2. During 2011, it was performed the testing of the financial investments with the supply of the residual
benefits , that at 31/12/2011 were fully collected. In 2008 the Company presented to the HM Revenue
& Customs a request to enjoy the benefits provided for by the law No. 296 of 27 December 2006, art.
1, paragraph 271- 279 about the possibility to obtain a tax credit on investments to be made in the
years 2008-2010. The request has been accepted for € 284.000,00, available starting from 2012. on
this investments plan were made investments accruing a tax credit of EUR 280,320.00, available starting
from the year 2012.
3. March 4, 2011 Decree of the Ministry of Economy and Finance has regulated the manner of tax credit
using for the investing in research and development plans undertaken by 29.11.2008, in respect
of the not accepted applications because of the available resources depletion. The Decree provides that
the bonus can be used to offset ex art.17 Law Decree. 241/97 to the extent of 47.53% as of April
18th (date of publication in the Official Journal). Zanzar Sistem used the above mentioned tax credit on
17/10/2011. Tax credit on 17/10/2011.
4. On the 13rd of February 2012, Zanzar Sistem received the communication from Invitalia Spa that they
evaluated positively the plan of widening the factory in Taranto with a financing of investments assisted
by government incentives according to the Law Decree 181/89 and 513/93.
Here following are the main data of “Invitalia” Action:
regime year 2014
Working Plant: 2013;
Total investments: €/mgl 3.970 to complete within 2014;
increase in employment: Achieving 100 permanent employees within 31.12.2014;
forgivable loans €/mgl 1.255;
easy loan €/mgl 1.075;
Zanzar Sistem Share Capital increase of €/mgl 1.370, subscribed on the 08th of March 2012; in
the specific €/mgl 1.000 subscribed by the parent company and €/mgl 370 by INVITALIA S.p.A
Other sources €/mgl 270.
-
3.9 Community
Corporate Giving and direct contributions in the culture, sport and solidarity.
Zanzar Sistem Spa is involved in its own territory and community as an active presence, with an image that
shows reliability and social engagement through Corporate Giving and direct contribution to culture, sport
and solidarity.
ZANZAR SISTEM
ANNUAL REPORT 2013
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LIONS CLUB OF GROTTAGLIE FOR THE THEATER
“VIVA VERDI”
The company donated € 500.00 as a contribution to the research carried out by telethon.
A contribution of € 500.00 was given to the Lions Club of Grottaglie for the theater performance “Viva
Verdi”, whose proceeds were assigned to the City of Ginosa hit by the flood of 12/10/2013.
PHOTO: FRANCESCO DE VINCENTIS
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ANNUAL REPORT 2013
CULTURE - UNIVERSITY OF THE FREE AGE
“PAROLE POSATE”
With regard to culture, the company contributed with the amount of euro 500,00 to the show to the University of the Free Age in order to release the text “Parole Posate” related to creative writing workshop.
CULTURA SPORT COMMUNITY
SPORT
“REAL GROTTAGLIE” - “ARS ET LABOR”
About Sport, Zanzar Sistem sponsored activities of football Association in Grottaglie with:
€ 6.000,00 to the Amateur Sport Association “Real Grottaglie” as sponsor
€ 2.000,00 to A.D.C. “Ars et Labor” di Grottaglie with the advertising on the stadium billboards
ZANZAR SISTEM
ANNUAL REPORT 2013
103
© photo: Paolo L’Angellotti
ENVIROMENTAL
RESPONSABILITY
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ANNUAL REPORT 2013
ENVIRONMENTAL POLICY USED
BY ZANZAR SISTEM SINCE 2006:
Considering that the preservation of environment is essential for the quality of life and sustainable
development, Zanzar Sistem has decided to adopt an environmental Management System in accordance with
the requirements estabilished as for the standard law in unI en ISo 14001. 2004 appropriate to the reality of
the company and effective in achieving environmental policy with regard to all elements of its assets that can
interact with the environment.
All the procedures continue to be respected although the company has decided to withdraw the certifi
cation since 2010. Even if the activity carried out by the company is not considered particularly pollutant,
the environmental analysis has proved the release of substances that can have a signifi cant impact on the
environment (noise, garbage, working scraps, cartons, etc.) That require a constant attention to avoid an
uncontrolled dispersion in the environment. the same attention is required to not waste the not renewable
energy (electricity and water).
The Company is therefore committed to:
• To assess, monitor and, when possible, minimize the impact of processes and products, improving
continuously the results;
• To maintain an Environmental Management System to ensure compliance with the legal requirements in
its processes and products and for the constant evaluation of environmental performances and of the
indicators with it associated;
• To look for the continuous improvement of its commitment to safeguarde the environment, always
seeking to prevent pollution;
• To keep operational, control and compliance plans to allow to the company to apply a correct environmental
management system;
• To observe always all the national, regional, provincial and municipal laws relating to the environment,
applicable to the our factory;
• To build and manage systems that minimize environmental risks;
• To manage in best way the garbage, to avoid their dispersion in the environment and to facilitate the
recovery;
• To avoid the wasting of the not renewable energy, electricity and water.
• To promote awareness and involvement of its workers by spreading to all the company staff the
Environmental Policy.
• The recovery anfor the coming period.
• To make at least annually a review of the Environmental Management System, using the internal and
external input of audit, ensuring the adequacy and effectiveness of the system and giving the recovery
and /or improvement plan for the coming period.
The goals that the direction is aims to achieve in its internal structure and that checks at the time of the
review are:
• Pay close attention to eliminate the risks to the environment, respecting the procedures and work
instructions arranged for the activity;
• Encourage investment in the production of energy from renewable sources.
• Here following are shown some data on their environmental performance and their accounting.
ZANZAR SISTEM
ANNUAL REPORT 2013
105
Here following are shown some data on their environmental performance and their accounting concerning the three
years 2011-2013
Rifiuti prodotti dati MUD
PLASTIC
150102
RUBBISH
WASTE WATER
170402
IRON & STEEL
190899
170405
load
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load
download
load
download
load
download
31.440
31.440
41.220
41.220
10.000
10.000
3.300
3.300
year 2011
TOTALS
ALLUMINIUM
RUBBISH
year 2012
TOTALS
PLASTIC
ALLUMINIUM
WASTE WATER
150102
170402
190899
load
download
load
download
load
download
30.740
30.740
38.300
38.300
8.000
8.000
Regarding waste production between 2013 and 2012, we underline that:
• Aluminum scraps decreased, showing a better organization of production, begun in the last years but
linked also to a decrease in production.
• The plastic scraps lightly decreased compared to the production trend, related to the orders of specific
needs and to repair service. This last activity before outsourced and performed by third parties, from
2012 was handled internally, this trend is confirmed also for the year 2013;
• There are no emulsions thanks to the installation of a compressor with a disoiling filter;
• There were divestments of machinery in 2011, according to the CER code 170405, but absent in 2012.
• Except for the other emulsions, the waste is intended to the recovery, minimizing those conferred for
removal.
• Within the company, the waste separation is carried out according to what provided for by the municipal
regulation.
Update year 2013 :
PLASTIC
RUBBISH
year 2013
TOTAL
ALLUMINIUM
150102
SLUDGES FROM
SEPTIC TANKS
170402
190899
load
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load
download
load
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42820
42820
38260
38260
3000
3000
Comparing the data of the years 2013 and 2012 we underline that:
the increase of plastic rubbish is due to the disposal of disused standard flyscreens accessories made in the
migration of manufacturing departments between Grottaglie and the warehouse of Taranto and to the use of
more plastic in packing the aluminum profiles, while the aluminum refusal is essentially unchanged.
The rubbish coming from sludges of septic tanks was marked with an appropriate code and required by the
final depuration plant; the data collected relate to the activities of annual cleaning, waiting that the building
works of the treatment plant can be completed with discharge in the final sub irrigation and therefore with a
more positive impact on the environment.
It is also detected the presence of two new kinds of rubbish, in particular:
• Mixed packagings: Cer code 150106 kg 3640 (this rubbish is produced by rubbish disposal in the transfer
from Grottaglie Warehouse to that one located in Taranto);
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ANNUAL REPORT 2013
• Paper and carton packagings: Cer code 150101 Kg 2,240 kg (rubbish produced by the activities of the
destruction of the old company documentation).
• The overall rubbish data for each CER code refer to Grottaglie (Ta) Warehouse and to that one located
in Taranto.
• The values are those declared in the annual MUD communications, in accordance with the loading and
unloading register.
• Furthermore, rubbish produced are intended to the recovery, minimizing those assigned to the disposal.
• Within the company has been increased a separate collection in accordance with the municipal regulation
of assimilation of the rubbish produced in Grottaglie, Corso Europa, and for the Warehouse of Taranto
located in Montemesola.
The economic performance shows from the expenditure side the contributions related to the extraordinary
disposal operations, while the lower revenues concern the values of the aluminum market.
2013
2012
2011
Rubbish management charge
€
(6.499)
€
(3.852)
€
(4.000)
Aluminium scraps recovery
€
39.705
€
42.899
€
52.741
Values in euro
In compliance with the assent to the Consortium CONAI (National Packaging Consortium) here under are
the data related to the purchases by kind of packaging coming from import activities, subject to the related
contributions for the year 2012.
Wood : 9,320 tons
Paper : 4,620 tons
Update :
Year Data 2013
Wood : 4,84 tons
Paper : 6,28 tons
The goal of the Consortium Conai is to promote the recovery of the different kinds of packagings placed in
the circuit of national consumption in relation to the removal of the ozone-damaging substances.
The company aims also to install a new warm -cold air conditioning system with ecological gases for the
Warehouse of Taranto.
ZANZAR SISTEM, according with its environmental policy, pays attention to energy consumption to limit
potential losses. In fact, within the Warehouse in Grottaglie is installed a capacitor, able to improve the ratio
between active and reactive energy.
In 2012 there was a significant investment for a photovoltaic system integrated with the land, installed on the
flat roof of the last industrial buildings built near Taranto warehouse.
The investment amounts to about €/mgl 600 and it is expected to get data on energy production and the
consequent saving tons of Co2, in accordance with the investment made. Since August 2012 has been
enabled the plant, object of the investment, whose production value for the total injected into the net
amounts to 93.120 Kwh for the whole year 2012.
ZANZAR SISTEM
ANNUAL REPORT 2013
107
The data for the year 2013 show the full capacity of the Plant, obtaining the following values:
agosto 2012 è stato attivato l’impianto oggetto dell’investimento, il cui valore di produzione per il totale
immesso in rete equivale a Kwh 93.120 per l’intero anno 2012.
I dati relativi all’anno 2013 riflettono il pieno regime dell’impianto , conseguendo i seguenti valori :
Annual energy produced total in 2013
KWh 398.880
Assuming as computation indicator the data provided by the Italian Ministry for the Environment, it is shown
that to produce one electric kilowatt in an hour are burned on average the equivalent of 2.56 kWh as fossil
fuels and consequently issued into the air about 0.5 kg of CO2 (emission factor of the electric Italian mix to
distribution)
We can say that every kWh produced by the photovoltaic system avoids the emission of 0.5 kg of C02, one of
the main responsible factor of greenhouse effect. Here following are the CO2 data, one of the harmful gas,
that causes the effects of climate change which are leading to the disaster of our planet.
Avoided emissions in a year [Kg]
CO2 YEAR 2012
CO2 YEAR 2013
46.560
199.440
The investment made by the Zanzar Sistem SpA aims, in a view of rewarding sustainability, to contribute to
the goals of 20-20-20 set by the European Union.
Furthermore, to completion of the permissions to discharge the wastewater and rainwater will be activated
the treatment plants, with the purification plant for waste water and stormwater for the Plant of Taranto, with
final discharge in sub-irrigation, assuming use of a recovery for the same water.
About this, the company’s aim is to encourage the presence of native plants, subject to the sub-irrigation.
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ANNUAL REPORT 2013
Zanzar Sistem
he is leader in the field of
the production
and commercialization of
systems for flyscreen nets.
ZANZAR SISTEM
ANNUAL REPORT 2013
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110
Relation of the board of auditors
to the Budget Year 2013
p. 112
Opinion Independent Auditors
on the Year 2013
p. 115
Assembly of the Associates approval
of the Budget Year 2013
p. 116
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ANNUAL REPORT 2013
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112
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Deloitte & Touche S.p.A.
Corso Vittorio Emanuele II, 60
70122 Bari
Italia
Tel.: +39 080 5768011
Fax: +39 080 5768080
www.deloitte.it
RELAZIONE DELLA SOCIETÀ DI REVISIONE
AI SENSI DELL'ART. 14 DEL D. LGS. 27.1.2010, N. 39
Agli Azionisti della
ZANZAR SISTEM S.p.A.
1.
Abbiamo svolto la revisione contabile del bilancio d'esercizio della Zanzar Sistem S.p.A. (la
“Società”) chiuso al 31 dicembre 2013. La responsabilità della redazione del bilancio, in
conformità alle norme che ne disciplinano i criteri di redazione, compete agli Amministratori
della Zanzar Sistem S.p.A. E' nostra la responsabilità del giudizio professionale espresso sul
bilancio e basato sulla revisione contabile.
2.
Il nostro esame è stato condotto secondo i principi di revisione emanati dal Consiglio Nazionale
dei Dottori Commercialisti e degli Esperti Contabili e raccomandati dalla Consob. In conformità
ai predetti principi, la revisione è stata pianificata e svolta al fine di acquisire ogni elemento
necessario per accertare se il bilancio d'esercizio sia viziato da errori significativi e se risulti, nel
suo complesso, attendibile. Il procedimento di revisione comprende l'esame, sulla base di
verifiche a campione, degli elementi probativi a supporto dei saldi e delle informazioni contenuti
nel bilancio, nonché la valutazione dell'adeguatezza e della correttezza dei criteri contabili
utilizzati e della ragionevolezza delle stime effettuate dagli Amministratori. Riteniamo che il
lavoro svolto fornisca una ragionevole base per l'espressione del nostro giudizio professionale.
Per il giudizio relativo al bilancio dell'esercizio precedente, i cui dati sono presentati ai fini
comparativi secondo quanto richiesto dalla legge, si fa riferimento alla relazione da noi emessa
in data 12 aprile 2013.
3.
A nostro giudizio, il bilancio d'esercizio della Zanzar Sistem S.p.A. al 31 dicembre 2013 è
conforme alle norme che ne disciplinano i criteri di redazione; esso, pertanto, è redatto con
chiarezza e rappresenta in modo veritiero e corretto la situazione patrimoniale e finanziaria e il
risultato economico della Società.
4.
La responsabilità della redazione della relazione sulla gestione, in conformità a quanto previsto
dalle norme di legge, compete agli Amministratori della Zanzar Sistem S.p.A. E’ di nostra
competenza l’espressione del giudizio sulla coerenza della relazione sulla gestione con il
bilancio, come richiesto dalla legge. A tal fine, abbiamo svolto le procedure indicate dal
principio di revisione n. 001 emanato dal Consiglio Nazionale dei Dottori Commercialisti e
degli Esperti Contabili e raccomandato dalla Consob. A nostro giudizio, la relazione sulla
gestione è coerente con il bilancio d’esercizio della Zanzar Sistem S.p.A. al 31 dicembre 2013.
DELOITTE & TOUCHE S.p.A.
Claudio Lusa
Socio
Bari, 15 aprile 2014
Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova
Palermo Parma Roma Torino Treviso Verona
Sede Legale: Via Tortona, 25 - 20144 Milano - Capitale Sociale: Euro 10.328.220,00 i.v.
Codice Fiscale/Registro delle Imprese Milano n. 03049560166 – R.E.A. Milano n. 1720239
Partita IVA: IT 03049560166
Member of Deloitte Touche Tohmatsu Limited
ZANZAR SISTEM
ANNUAL REPORT 2013
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ZANZAR SISTEM
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ZANZAR SISTEM S.p.A.
C.so Europa Z.I.
74023 Grottaglie (TA) Italy
tel. +39 099 5628177
fax +39 099 5628179
www.zanzarsistem.it
[email protected]
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